Corporate Governance Report

Last Update: July 16, 2024

Oisix ra daichi Inc.
Kohey Takashima, Representative Director, President
Inquiries: Shigeru Kumano
Corporate Officer, General Manager of Administration Division
Securities Code: 3182, TSE
The corporate governance of Oisix ra daichi Inc. (the “Company”) is described below

Ⅰ. Basic Views on Corporate Governance, Capital Structure, Corporate Profile andOther Basic Information
1. Basic Views
Based on the recognition that it is an indispensable function for continually raising corporate
value, the company is working to strengthen and enhance our corporate governance system. In
addition, in order to fulfill its accountability to shareholders, the Company believes that it isextremely important to ensure transparency and fairness in the implementation of prompt andappropriate information disclosure and decision-making. Furthermore, the Company
recognizes that it is an important management issue to thoroughly implement a compliancesystem based on sound ethical standards and to earn the trust of shareholders, investors, business
partners, and other stakeholders.
【Reasons for not implementing the Principles of the Corporate Governance Code】[Principle 1-4: Strategic shares holds]
In the event that the Company expect that strengthening relationships with business partners
will contribute to the expansion of the Group's business, we will hold the companies of the listedcompanies after thoroughly considering the significance of holding shares and economic
rationality. However, specific criteria for the reduction of policy shareholdings and the exercise
of voting rights thereof have not been established at this time. We will set the criteria in
consideration of the results of future shareholdings and other circumstances.

1Corporate Governance Report[Supplementary Principle 2-4-1: Concept regarding securing diversity of core humanresources, such as the promotion of women, foreigners, and mid-career recruits tomanagerial positions]
The Company have been securing human resources for women related to the products wehandle, and we will continue to promote this. We have also begun hiring foreigners as a groupthrough the development of overseas businesses and will develop the necessary institutional
designs and operations.
As for specific figures regarding the above, the company immediate target for the ratio of
women in management positions is 30%, and the actual ratio as of the end of March 2024 was
20.8% on a background of 49.6% female employees. Meanwhile, with regard to standards forforeign nationals and mid-career hires, effective standards will be set in consideration of the
future situation.
[Principle of replenishment 4-1-2]
The Company does not disclose our medium-term management plan.
In the rapidly changing business environment surrounding us, we believe that disclosing our
medium-term management plan may cause investors to make decisions that are different fromwhat we intend.
At the same time, we discuss measures to respond to the progress of our single-year businessplan through monitoring at the Board of Directors, Management Committee, and other meetings,
and reflect these measures in future business plans.
Based on these considerations, we will explain to investors its future business development,
business plans, and their progress at financial results briefings and other events.
[Principle of replenishment 4-1-3]
The Company does not have a clear succession plan for the CEO at this time. The Nomination
and Compensation Committee which established in 2022 will report to and discuss with theBoard of Directors, including howthe succession plan should be.
【Disclosure based on each principle of the corporate governance code】[Principle 1-7: Related party transactions]
In accordance with laws and regulations and the regulations of the Board of Directors, theBoard of Directors is required to resolve competitive transactions by directors and conflict ofinterest transactions between directors and the Company.

2

Corporate Governance Report[Principle 2-6: Fulfilling the Function of Corporate Pension as an Asset Owner]
The company have a defined contribution pension plan.
It is intended to provide a means of fund-provisioning while obtaining tax effects for the designof a comfortable life after the age of 60.
The departments in charge conduct business operations in order to ensure stable asset
formation and financial soundness for employees, and exchange information on management
and its status with the financial institutions to whom it outsources operations and manage
operations accordingly.
[Principle 3-1: Enhancement of information disclosure]
The comapny disclose and disclose the following matters and proactively disseminate
information.
(i) Company's goals (management philosophy, etc.), management strategies, andmanagement plans
This information is available on our website. With regard to management plans, the Company
announces earnings forecasts for each fiscal year at financial results briefings.
(ii) The basic concept and basic policy on corporate governance based on each principleof this code
The Company described inannual securities report "Fourth 4. Status of corporate

governance, etc."(iii) Policies and procedures by which the board determines the remuneration of senior
management and directors
The remuneration of directors (including concurrent executive officers) is stated in the "Boardof directors Remuneration" section of this report and the disclosure of the amount of
remuneration and the policy for determining the calculation method of remuneration.
Remuneration for executive officers who concurrently serve as employees is determined after
deliberation by full-time directors on the "appraisal content and revised remuneration" based on
the criteria of the employee performance evaluation system.

3

Corporate Governance Report(iv) Policies and procedures by which the Board of Directors elects and dismisses senior
management and nominates candidates for directors and corporate auditors
With regard to the nomination of candidates for directors and Audit & Supervisory Board
members, the President selects candidates who are deemed to be optimum based on acomprehensive consideration of their experience, knowledge, expertise, background, etc. The
Audit & Supervisory Board members are proposed to the Board of Directors with the approvalof the Audit & Supervisory Board, and their appointment is consulted at the General Meeting of
Shareholders after approval by the Board of Directors.
The appointment and dismissal of executive officers has been proposed by the president to theBoard of Directors and appointed by the Board of Directors in accordance with the Rules of
Executive Officers and the Rules of Authority for Approval.
(v) Explanation of individual appointments, dismissals, and nominations when the Boardof Directors elects and dismisses management executives and nominates candidates for
Directors and Audit & Supervisory Board Members based on (iv) above.
Regarding the nomination of candidates for directors and Audit & Supervisory Board
members, the reasons and background are stated in the Notice of Convocation of the General
Meeting of Shareholders.
The Board of Directors resolves the election and dismissal of executive officers based on theexecutive officer regulations, taking into account specialized knowledge related to business,management execution capability, innovativeness, and leadership ability.
In election and dismissal, the Board of Directors sufficiently explains the reasons for theappointment and dismissal.

4Corporate Governance Report[Supplementary Principle 3-1-3 (Sustainability Initiatives in Disclosure of Management
Strategies, etc.)](i) Disclosing management strategies, the company's own sustainability initiatives
The Group strives to realize a sustainable society and achieve growth by finding solutions to food challenges
under its corporate philosophy: Farm for Today, Table for Tomorrow. The Group takes action through its various
brands and businesses, including Oisix, Radish Boya, and Daichi wo Mamoru kai in the BtoC Subscription
Business, and subsidiaries Tokushimaru and Purple Carrot. During the period under review, SHiDAX
Corporation, which likewise engages in business to deliver solutions to society’s challenges, was added to theGroup’s list of consolidated subsidiaries.
The business model of the Group’s mainstay BtoC Subscription Business is to bring about sustainable retail bybuilding sustainable relationships across the entire supply chain through connecting producers directly to
consumers. The sustainability of this system is achieved through subscription boxes, which operate throughproprietary algorithms that match accumulated data on customer preferences with the growing conditions ofcrops, which depend on weather patterns. This allows customers to continue purchasing the products they enjoy
and the Group to present a product lineup that reflects actual growing conditions on farms, making it possible
for us to promote both efficient consumption of crops and customer satisfaction.
The Group is simultaneously aware of both its responsibility to solve social issues and its unique potential toactually contribute to realizing solutions. By growing its businesses, it will deliver an increasingly wide-ranging
food lineup while helping society move closer to sustainability.
In doing so, given the Group’s current business environment and the addition of SHiDAX Corporation as aconsolidated subsidiary, the Group has identified the following three domains as important sustainability topics
to create social and economic value and realize a sustainable society.
1. Responding to environmental issues and climate change
2. Improving the internal environment and developing human resources to strengthen human capital
3. Community building(ii) Details of our sustainability initiatives are disclosed on the sustainability website of
our corporate website.
[Sustainability Site]
https://en.oisixradaichi.co.jp/sustainability/[Principle of replenishment 4-1-1]
In addition to the matters stipulated in laws and the Articles of Incorporation, companies havespecified in detail the Regulations of the Board of Directors regarding matters to be resolved atmeetings of the Board of Directors.
With regard to important matters other than those to be resolved by the Board of Directors, inaddition to the Rules of the Management Committee (Management Committee Rules), the Rulesof Administrative Authority stipulate the Standards of Authority for Approval, and prompt
decision-making is carried out.

5

Corporate Governance Report[Principle 4-9: Criteria for assessing the independence of Independent External Membersof the Board of Directors and their quality]
The Company selects candidates for independent external directors through deliberations by
the Board of Directors based on criteria compliant with the independence standards of the TSE.
[Principle of replenishment 4-10-1]
The Company have a majority of independent external directors on the Board of Directors.
On this basis, the Nomination and Compensation Committee has been established as anadvisory body to the Board of Directors. The Nomination and Compensation Committee is avoluntary committee with a majority of its members as independent external directors. The
Nomination and Compensation Committee has been established to ensure objectivity andtransparency, improve the supervisory functions of the Board of Directors, and further enhance
corporate governance functions. The committee is composed of independent external directors
who can be expected to provide effective advice from a wide variety of perspectives. The twocurrent members are: the first is a university professor specializing in human resource
management and organization, and has experience as an external director at several othercompanies; the second is a director who has grown the company from a venture company to aprime market company on the TSE.
[Principle of replenishment 4-11-1]
In accordance with our strategy, we have identified the skills of the members of the Board of
Directors and disclosed the composition of the Board of Directors as indicated by the skill matrix
on the Notice of Convocation of General Meeting of Shareholders and on our corporate website.
The Board of Directors is composed of a necessary and appropriate number of members toensure an effective management system and substantive discussion at the Board of Directors. In
addition, we will ensure the balance and diversity of knowledge, experience and abilities of theBoard of Directors as a whole while giving consideration to expertise, including personnel
capable of demonstrating strengths in the management of each business field and personnel
suitable for business management. The Independent External Directors include managers ofcompanies listed on the TSE Prime Market.
[Principle of replenishment 4-11-2]
The concurrent status of directors and statutory auditors of other listed companies is reasonably
limited, and the status of important concurrent positions is disclosed annually in the Notice ofConvocation of the General Meeting of Shareholders and the Annual Securities Report.

6Corporate Governance Report[Replenishment Principle 4-11-3]
The Company conducts an annual analysis and evaluation of the effectiveness of the Board of
Directors with the aim of maintaining and improving the effectiveness of the Board of Directors.
Based on the issues obtained, the Company will work to further improve the effectiveness of theBoard of Directors.
In the FY 2024/3, after conducting a written questionnaire to all directors and corporate
auditors, the secretariat of the Board of Directors interviewed directors and corporate auditors,
mainly external directors and corporate auditors, and held individual discussions with them toidentify issues to be addressed based on opinions and evaluations obtained from directors andcorporate auditors, and to recognize issues for the future.
In the written questionnaire, we first asked, "What are the main functions required of the boardof directors in our company?" as a general statement, and obtained scores (out of 5) andcomments from that perspective. Next, we obtained scores and comments on (1) the compositionof the board of directors, (2) the state of deliberations and the operation of the agenda, (3) the
provision of information, etc., related to "the composition and operation of the board of
directors" as each theory, and conducted an interview based on these scores and comments.
Based on the results of our analysis, we generally assess that the operations of the Board of
Directors are effective.
Regarding the general question, "What are the main functions required of the board of directors
in our company?",the opinions were well-balanced in terms of business execution decisions,monitoring (supervision) of business execution (content and process), and sharing of knowledge
and information, mainly by outside directors. The overall score was 4.1 out of 5. The averagescore for each issue was 4.5.
While there were some basic issues that could be considered basic, the opinions for
improvement were generally in the positive direction toward better management. The main areasof improvement were further sharing of company information, which is a prerequisite fordeliberations, and enhancement of agenda items such as reporting on the status of invested
projects, including subsidiaries, and enhancing deadlocks, risk-side perspectives, andcomparative studies with alternative methods. There was also a request for another actual
gathering of the Board of Directors and other information-sharing opportunities after COVID19. The Board of Directors Secretariat will continue to work on these issues to further improvethe effectiveness of the Board of Directors.

7

Corporate Governance Report[Principle of replenishment 4-14-2]
The Company provide the Board of Directors and Audit & Supervisory Board Members with
opportunities to acquire the knowledge they need in their business operations so that they canfully demonstrate their management supervision and audit functions at the request of the
Directors and Audit & Supervisory Board Members and at the proposal of the Board of Directors
Secretariat.
The Company is responsible for the costs incurred in such cases.
[Principle 5-1: Policy on constructive dialogue with shareholders]
The Company recognize the importance of strengthening and enhancing our corporate
governance system based on the recognition that it is an essential function to continuously
increase corporate value. At the same time, we also recognize the importance of continuallyengaging in active dialogue with shareholders, reflecting shareholder opinions and requests inmanagement, and growing us together with shareholders.
To this end, we have established an IR system and disclose information as needed to gain anunderstanding of our performance and management policies.
[Principle 5-2: Establishing and Disclosing Business Strategies]
Our business is currently in a growth phase, and we intend to continue to prioritize theinvestment of cash flow generated by the business in growth investments. The main growthinvestment areas are as follows.
1. BtoC subscription business: development of new services, advertisement investments, system
investments, logistics systems and facility enhancements, etc.
2. BtoB subscription business: M&A for business expansion, strengthening of logistics andmanufacturing functions, etc.
-

Establishing and Disclosing Business Strategies (Actions to Implement Managementthat is Conscious of Cost of Capital and Stock Price)
The Company made SHIDA Holdings Corporation (now SHiDAX Holdings Corporation) a

consolidated subsidiary in January 2024. As a result, in addition to our ancestral food delivery
business (BtoC subscription business), we have begun full-scale new business operations suchas facility meal operations (BtoB subscription business). In the medium term, we aim to achieve
total sales of 300 billion yen in the two businesses of domestic BtoC subscription business and
BtoB subscription business in the fiscal year ending March 31, 2030.
The Company aims to achieve sustainable growth and increase its corporate value over the
medium to long term by achieving sales and profit growth in line with its strategy. In addition,
to realize management that is conscious of cost of capital and stock price, we will holddiscussions on current assessments, policies, and specific initiatives in our new businessportfolio, and disclose them promptly upon completion.

8

Corporate Governance Report

2. Capital Structure
Foreign Shareholding Ratio

Greater than or equal to 20%, less than30%【Status of Major Shareholders】

Name / Company Name

Number of Shares

Percentage (%)

Owned
Kohey Takashima

4,847,200

13.26

The Master Trust Bank of Japan, Ltd.

2,882,500

7.88

Recruit Co., Ltd.

2,648,000

7.24

2,506,700

6.86

1,239,400

3.39

Kazuyoshi Fujita

1,032,516

2.82

NTT DOCOMO, INC.

1,000,000

2.74

988,400

2.70

827,500

2.26

720,000

1.97

The Bank of New York 133612(standingproxy:

Mizuho

Bank,

Ltd.,

Settlement & Clearing Services Department)
Custody Bank of Japan, Ltd.

(Trust Account)

The Bank of New York Mellon 140040(standingproxy:

Mizuho

Bank,

Ltd.,

Bank,

Ltd.,

Settlement Sales Division)
The Bank of New York 133652(standingproxy:

MizuhoSettlement & Clearing Services Department)
Yusuke Tsutsumi
Parent Company

None

Listed Stock Market of Parent Company―

Supplementary Explanation
The company own 1,470,130 shares of treasury stock.

3. Corporate Attributes
Listed Stock Market and Market

Tokyo Stock Exchange Prime Section

SectionFiscal Year-End

MarchType of Business

RetailNumber of Employees (consolidated)

Greater than 1000 persons

as of the End of the Previous Fiscal

9Corporate Governance Report

Year
Sales (consolidated) as of the End of
the Previous Fiscal Year
Number of Consolidated Subsidiaries asof the End of the Previous Fiscal Year

From ¥100 billion to less than ¥1 trillion
From 10 to less than 50

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with
Controlling Shareholder―
5. Other Special Circumstances which may have Material Impact on Corporate Governance―10

Corporate Governance Report

Ⅱ. Business Management Organization and Other Corporate Governance Systems
regarding Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Organization Form

Company with Auditors【Directors】
Maximum Number of Directors Stipulated in

11

Articles of Incorporation
Term of Office Stipulated in Articles of

One year

Incorporation
Chairperson of the Board

Other Director

Number of Directors

9

Status of the appointment of External

Appointed

Directors
Number of External Directors

5

Number of Independent Directors

5External Directors’ Relationship with the Company (1)Name

Relationship with the Company*

Attribute

a

b

c

d

e

f

h

Mitsuyo Hanada

Academic△

Hitoshi Tanaka

From another company△

Junko Watabe

From another company

Wakako Sakurai

From another company

Misato Kowaki

From another company*

Categories for “Relationship with the Company”*“○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past*g“●” when a close relative of the director presently falls or has recently fallen under the category;“▲”when a close relative of the director fell under the category in the pasta. Executive of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof

11

i

j

k

Corporate Governance Reportf. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides compensation as a director/kansayaku
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)(the director himself/herself only)
i. Executive of a company, between which and the Company external directors/kansayaku are mutually
appointed (the director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the director
himself/herself only)
k. Others

External Directors’ Relationship with the Company (2)Name

Designation

SupplementaryasExplanation of

Independent

the Relationship

Reasons of Appointment

Director
Mitsuyo Hanada〇

In June 2010, theMitsuyo Hanada has

Company entered into an

broad knowledge ofagreement with theoverall corporate

Institute of Organizational

management, centeredResearch, represented by

on HR organizations

Mitsuyo Hanada, wherefrom an academic

we conducted management

perspective. For thistraining for our employees.

reason, the Company has

The compensation for theappointed him as an

training is insignificant.

External Director in
anticipation of various
advice and opinions
regarding themanagement of theCompany.

12

Corporate Governance Report

Hitoshi Tanaka〇

Hitoshi Tanaka is theHitoshi Tanaka isrepresentative director

appointed as an externalof JINS Co., Ltd., anddirector in anticipation ofthere is a transaction

appropriate advice andrelationship of goods

recommendations basedpurchase between theon his abundantCompany and the JINS

experience as a corporate

Co., Ltd..

manager and supervision

The Company and itsof corporate

subsidiaries do not

management.

have significant
transactions.

Junko Watabe

Junko Watanabe has broad〇

knowledge of management
related to client managementin the Recruit Group from a
digital perspective. For thisreason, the Company has
appointed the Company as anexternal Director in
expectation of various advice
and opinions regarding themanagement of the Company.

Wakako Sakurai

Wakako Sakurai has many〇

years of experience in ABC
Cooking Studio Inc., andNTT DOCOMO, INC. has
extensive knowledge of thecontent business.

Misato Kowaki〇

Misato Kowaki is appointed
as an external director in
anticipation of appropriate
advice and recommendations
based on experiences andknowledge from theconsumer's perspective.

13

Corporate Governance Report

Voluntary Establishment of Committee(s)Established

Corresponding to Nomination Committee orRemuneration Committee【Establishment of voluntary committees】
Name

Voluntary committees

Nominating and Compensationequivalent to nominating

Committee

Number of

Full-time

InsideExternal

members

memberDirector

Director

3

1

1

2

3

1

1

2

committees
Voluntary committees

Nominating and Compensationequivalent to theCommittee

Compensation Committee

Name

External

Otherchairman

ExpertVoluntary committees

Nominating and Compensationequivalent to nominating

Committee

00External Director

00External Director

committees
Voluntary committees

Nominating and Compensationequivalent to theCommittee

Compensation Committee【Audit & Supervisory Board Members】
Establishment of Audit & Supervisory Board

Established

Maximum Number of Audit & Supervisory

5

Board Members Stipulated in Articles ofIncorporation
Number of Audit & Supervisory Board Members

414

Corporate Governance Report

Cooperation among Audit & Supervisory Board Members, Accounting Auditors andInternal Audit Departments
The Internal Auditing Office and Audit & Supervisory Board Members regularly exchange
information on the status of internal audits and share information by attending important
meetings. The Internal Auditing Office, Audit & Supervisory Board Members and Independent
Auditors share information and opinions by attending audit reviews held each time an
accounting auditor conducts an audit, also exchange opinions as needed on the presence orabsence of problems of audit problems and future issues.
Appointment

ofExternal

Audit&

Appointed

Supervisory
Board Members
Number of External Audit & Supervisory

4

Board Members
Number of Independent Audit & Supervisory

4

Board Members
External Audit & Supervisory Board Members’ Relationship with the Company (1)NameAttribute

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

Chika Otobe

From another company

Yukihiro Moroe

From another company△

Takashi Kokubo

Lawyer△Kengo Wada

From another companyk* Categories for “Relationship with the Company”* “○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past

* “●” when a close relative of the director presently falls or has recently fallen under the category;“▲”when a close relative of the director fell under the category in the pasta. Executive of the Company or its subsidiaryb. Non-executive director or accounting advisor of the Company or its subsidiaries
c. Non-executive director or executive of a parent company of the Company
d. Kansayaku of a parent company of the Company
e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides compensation as a kansayaku

15

l

m

Corporate Governance Reporti. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, or h)(the kansayaku himself/herself only)
k. Executive of a company, between which and the Company external directors/kansayaku are mutually
appointed (the kansayaku himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the kansayaku
himself/herself only)
m. Others

External Audit & Supervisory Board Members’ Relationship with the Company (2)Name

Independent

Supplementary

Audit &

Explanation ofSupervisory

the Relationship

Reasons of Appointment

Board Member
Chika

〇

―

Chika Otobe is one of the founding members

Otobe

of DeNA. Co., Ltd. After establishing theAdministrative Division and the Internal Audit
Division, he was appointed as an Audit &Supervisory Board Member and was in chargeof the overall administrative division.
Thereafter, utilizing these experiences, I
supported overall corporate management,
centered on startups, as a sole proprietor, andcontributed to solving governance andcompliance issues of various sizes andindustries. Based on these experiences andknowledge, we hope to receive useful advice on
our governance to continue pursuing new
business value, and have elected him as anExternal Audit & Supervisory Board Member.

16

Corporate Governance Report

Yukihiro〇

Moroe

Yukihiro Moroe had a

Yukihiro Moroe has extensive experiencebusiness relationshipin the retail and distribution field,with the company forinvestment business, and capital markets,

which he was a director

and has served as an external director for

as a supplier of goods,

several companies. Having reached theand the Company was aaforementioned situation, we have decided

major business partner

to appoint him as an independent director infor this company.

light of the independence standards

However, he resigned

stipulated by the TSE, on which thefrom theCompany relies.

aforementioned board
in August 2022 and nolonger has any
relationship with thiscompany.

Takashi〇

KokuboTakashi Kokubo was

Takashi Kokubo was appointed as an

commissioned

External Audit & Supervisory Board

tosupervise the legal

Member because he has abundantaffairs of the Generalexperience and specialized knowledge

Meetingofas an attorney, and he gives usefuluntil

advice mainly from a compliance

Shareholders

FY2019. It is not anperspective, he is expected to perform

advisory agreement

his duties as an External Audit &and the amount ofSupervisory Board Member. In

theaddition, we have decided to appointtransaction

negligible for us.

ishim as an independent director in lightof the independence standards
stipulated by the TSE, on which theCompany relies.

Kengo

〇

Kengo Wada has a wealth of experience―and insight as a certified public accountant

Wadaand has a high level of professional
knowledge as a certified public accountant.
In addition, he is involved in businesses ina diverse range of industries through M&A
and investment and finance. Based on thisexperience, we expect to receive usefuladvice on our governance, and haveappointed him as an External Audit &Supervisory Board member.

17

Corporate Governance Report【Independent Directors/Audit & Supervisory Board Members】
Number of Independent Directors/Audit &9Supervisory Board Members
Matters relating to Independent Directors/Audit & Supervisory Board Members―【Incentives】
Incentive Policies for Directors

None

Supplementary Explanation
The performance-linked compensation system will be examined through the newly established
Nomination and Compensation Committee. The stock option plan was terminated due to the
expiration of the term in Jun. 2022.
Recipients of Stock Options

None【Director Remuneration】
Disclosure of Individual Directors’

No Individual Disclosure

Remuneration
Supplementary Explanation
The Company has not disclosed individual remuneration because no individual remuneration
is more than ¥100 million.
The Company has disclosed remuneration for directors and Audit & Supervisory Board
members on a gross basis.
Policyon

Determining

Remuneration

Established

Amounts and Calculation Methods

18Corporate Governance Report

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
The following details were determined by the Board of Directors on Feb 25, 2021.
Policy for determining the individual remuneration of directors
1.Basic Policy
The remuneration of our boards of directors shall be a remuneration system that functions
sufficiently as an incentive to continuously improve corporate value, and the basic policy for
determining the remuneration of individual directors shall be an appropriate level based on theirrespective responsibilities and performance, etc. Specifically, only fixed remuneration is paid,
which is determined based on the position, duties in charge, performance in each fiscal period,
and the level of other companies.
2.Policy for determining the amount of individual remuneration, etc. for basic remuneration(monetary remuneration), including policy for determining the time or conditions for granting
remuneration, etc.
The basic remuneration of our boards of directors shall be fixed monthly remuneration andshall be determined by comprehensively taking into account the position, duties in charge,
performance of each fiscal period, etc. within the total amount resolved at the General Meetingof Shareholders.
3.Matters concerning the determination of the contents of individual remuneration, etc. for
directors
Individual remuneration shall be delegated by Representative Director & CEO in accordancewith a resolution of the Board of Directors, and the details of such delegation shall be determinedby the amount of the basic remuneration. To ensure that the relevant authority is properly
exercised by Representative Director & CEO, the Representative Directors shall make decisions
by respecting the content deliberated at the Executive Compensation Advisory Council,
including an External third party.
【Supporting System for External Directors and/or Audit & Supervisory Board Members】
The Corporate Plannning Division has supported for External Directors and External Audit &Supervisory Board Members. In addition, the full-time corporate auditors regularly
communicate information to the part-time corporate auditors.

19

Corporate Governance Report

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination andRemuneration
Decisions (Overview of Current Corporate Governance System)
1) Basic Explanation of the Company's Organizationa.

Board of Directors

The Company's Board of Directors consists of 9 directors (including 5 external directors).
The Board of Directors meet once a month and extraordinary meetings are held as necessary to
execute business and to supervise the execution of business by the Board of Directors. In
addition Audit & Supervisory Board Members also attend meetings of the Board of Directors toaudit the execution of business by the Board of Directors.
b. Management Committee
The Company regularly holds management committee attended by full-time directors, fulltime corporate auditors and the heads of each division to confirm the execution of day-to-day
operations and expedite decision-making.
c. Corporate Auditors and Board of Corporate Auditors
The Company's Board of Corporate Auditors consists of 1 full time corporate auditor and 3
part-time corporate auditors, all of whom are external corporate auditors. Each of Audit &Supervisory Board members attends meetings of the Board of Directors and other important
meetings and expresses his opinions in an effort to enhance the effectiveness of corporate
governance. In principle, the Board of Corporate Auditors meets on the same day as the regularmeetings of the Board of Directors.
d. Accounting Auditors
The Company has entered into an audit agreement with Deloitte Touche Tohmatsu LLC,
which is subject to audits pursuant to the Companies Act and the Financial Instruments andExchange Act.
e. Nominating and Compensation Committee
The Company has established the Nomination and Compensation Committee as a voluntarycommittee that advises the Board of Directors, with a majority of the three members beingoutside directors who are independent directors. The committee discusses the design of the
remuneration system for each director, the status of business execution, the Company's businessperformance, and the ideal management structure based on the Company's business plans andchallenges, and reports back to the Board of Directors in response to its inquiries regarding
director remuneration and nominations.

20Corporate Governance Report2) Risk management system
The Company carries out risk management and compliance systems mainly by the Risk
Management Committee. The committee consists of the General Manager of the Administration
Division and executive officers and others. Full-time Audit & Supervisory Board members also
participate at all times. Its mission is to disseminate and raise awareness of compliance among
officers and employees, receive reports of violations of laws and regulations, and investigate thefacts. Specifically, the subcommittee meets once a month to report and discuss compliancerelated matters, such as the existence of internal reporting, responses to anti-social forces, andthe status of compliance with labor-related laws and regulations, as well as matters related torisk management, matters related to disclosure (timely disclosure), and the status of responses
to the so-called J-SOX Act.
In addition, in accordance with the intent of the Whistleblower Protection Act, the Company
have established an internal reporting system (the "Corporate Ethics Hotline") with the aim ofcontributing to thorough compliance. Through this system, our employees can report to thepreviously established Corporate Ethics Hotline Contact that violations of laws and regulations
stipulated in the Whistleblower Protection Act and other serious violations of compliance, etc.
have occurred or are about to occur. The whistleblowers will be received appropriate protective
measures, the person in charge of the Corporate Ethics Hotline reports information to the Risk
Management Committee and takes corrective measures when necessary. In addition, theCompany has established the Code of Ethics as a code of conduct to be followed by all ourofficers and employees, and we are working to disseminate and educate them. As part of ourefforts to ensure compliance with laws and regulations related to individual operations, we
confirm compliance with laws and regulations that are closely related to our operations, such as
the Personal Information Protection Law, Act against Unjustifiable Premiums and Misleading
Representations, and the Specified Commercial Transactions Law, and disseminate knowledge
about laws and regulations through training and other means.
3. Reasons for Adoption of Current Corporate Governance System
Based on the size and business of the Company, we judge that a company with a board ofcorporate auditors is the most appropriate option. By appointing 5 external directors (All ofwhom are independent) and 4 external corporate auditors (3 of whom are independent), we areworking to improve the checks and monitoring functions of the Board of Directors.

21

Corporate Governance Report

Ⅲ．Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting
RightsSupplementary Explanations
Early Notification

The Company plans to expedite settlement operations and sendof Generalconvocation notices as soon as possible. The 27th Annual General Meeting

Shareholderof Shareholders is sent out 18 days prior to the meeting and provided

Meeting

electronically 24 days prior to the meeting.

Scheduling AGMs

The Company will take note of the fact that the meeting will be held on

Avoidinga day that avoids the peak day, in order to encourage more shareholders to

the Peak Day

attend the meeting,

Voting by

From the 23rd Ordinary General Meeting of Shareholders in 2020, voting

Electromagnetic

rights are exercised by electronic means.

MethodParticipation in the

Since the 23rd Ordinary General Meeting of Shareholders in 2020, weElectronic Voting

have participated in the Electronic Voting Platform operated by ICJ, Inc.

Platform and Other
Initiatives to Improve
the Environment for
Institutional Investors to
Exercise Voting Rights
Provision ofSince the 24th Ordinary General Meeting of Shareholders in 2021, weconvocation notices

has been providing the notice of convocation (summarized) in English.

(summaries) in English

22

Corporate Governance Report

2. IR Activities
Supplementary Explanations
Preparation and

The Company publish disclose information on our website. Information

Publication of

disclosure includes basic stance, disclosure standards, and methods, measures

Disclosure Policy

to enhance communication, and the silence period for IR activities.

Regular

The Company hold briefings for individual investors sponsored by securities

Investor

Briefings forcompanies and other organizations in an effort to deepen their understanding

Individualof us. In addition to disclosing financial results briefing materials, we

Investors

promptly disclose financial results briefing videos for institutional investors
and analysts, briefing documents, and Q&A sessions on our website. We
strive to disclose information to individual investors in a fair and homogenous
manner. [Explanation by the Representative Director: None]

Regular Investor

The Company conducts results meetings twice a year at the time of theBriefings forannouncement of full-year and second-quarter financial results.

Analysts and

It is implemented in an online distribution format and in a format that accepts

Institutional

real-time questions and answers. In addition, we routinely conduct individual

Investors

interviews with institutional investors and analysts as well as groupinterviews. [Explanation by the Representative Director: Yes]

Regular Investor

The Company holds overseas IR and participate in conferences sponsored

Briefings forby securities companies.

Overseas

In addition, the Company discloses financial results and timely disclosure

Investors

materials simultaneously in English and strives to disclose information in afair manner. [Explanation by the Representative Director: Yes]

Posting of IR

The Company provides information for investors, including financial results

Materials on

and timely disclosure on our website.

WebsiteWe endeavor to disclose information in a fair manner by posting financial
results, timely disclosure information, and materials related to the General
Shareholders meeting of Shares.

Establishment of

The Company has established an IR department within the Administration

Department

Division.

and/or Manager in
Charge of IR

Other

The Company regularly conducts individual interviews with analysts andinstitutional investors both in Japan and overseas.

23

Corporate Governance Report

3. Measures to Ensure Due Respect for Stakeholders
Supplementary Explanations
Stipulation of

The Company has established internal regulations as a code of conduct

Internal Rules

for realizing our corporate philosophy of "Farm for Tomorrow, Table forfor Respecting theTomorrow" and for resolving social issues related to food through business

Position of

methods. We have also established internal regulations on what kind of

Stakeholders

corporate behavior we will take toward our stakeholders, including
customers, business partners, employees, shareholders, and society.

Implementation of【Environmental Conservation Activities】

Environmental

We identify environmental materiality and focus our efforts on “1.

Activities, CSR

Reducing GHG Emissions, 2.Reducing food waste, and 3.Reducing

Activities etc,

plastics.
1. Reduce GHG Emissions
We are originally a sustainable business model, selling organic and lowpesticide vegetables and additive-free foods domestically. In our efforts to
reduce GHG emissions, we are switching to renewable energy sources forelectricity used at our distribution centers and providing agri-tech andother technologies to producers that will lead to CO2 reductions.
2. Reduce food waste
Our business is a subscription model, with a food waste ratio of
approximately 0.2% in distribution, a very low business model comparedto general retailing.
In addition, we are actively utilizing non-standard raw materials anddeveloping up-cycle products to reduce the number of food waste in ourfields. To reduce food waste at the dinner table, we are expanding sales ofmeal kits and other food-use-out services.
3. Reduce plastics
We are switching to recycled and environmentally friendly materials for
product packaging and reducing unnecessary packaging materials, mainlyfor products manufactured by our own company.
【Other Social Activities】
In order to resolve social issues related to food, we provide support for
TABLE FOR 2 activities that simultaneously address the issue of hunger
in developing countries and obesity and lifestyle-related diseases indeveloped countries. We also operate the "We Support Family" foodsupport platform for individual parents and others.

24Corporate Governance Report

Development of

The Company strives to disclose information in a timely and appropriate

Policies onmanner in accordance with the legal disclosure system based on the

Information

Financial Instruments and Exchange Act and other laws, as well as theProvision totimely disclosure rules stipulated by the Tokyo Stock Exchange. Even if

Stakeholders

communication is not subject to statutory disclosure or timely disclosure,
we disclose important information that may affect investment decisions ina fair and prompt manner so that all stakeholders can obtain it equally. In
addition, we are working to expand the disclosure of information to ourstakeholders through websites and other means.

Other<Support for Women's Active Participation>
The Company has developed an infrastructure that enables a variety ofwork styles regardless of gender, such as a telecommuting system. In
addition, we are actively promoting the use of women, and approximately
65% of our full-time employees are women. To make it easier for women
raising children to work shorter hours, we have introduced a system tosubsidize women leaving their parents to nursery schools other than thoseauthorized by the government, so that they can easily return to work afterchildcare.
<Diversity of Human Resources>
We respect the personality, human rights, and individuality of all people
who work for our Group, and our basic philosophy is to "respect diverse
values without unfair discrimination based on nationality, race, disability,
gender, sexuality, or other factors. In order to strengthen compliance andthoroughness with this basic philosophy, we have also established a new
Diversity Equity & Inclusion Committee and are working to promote thecommittee's activities, including its penetration.
<Community building>
We promote labor-saving efforts at home and in society by providing"meal kits" that help reduce cooking time at home, engaging in laborsaving initiatives in the meal service business, and being commissioned tooperate services by local governments and other organizations.
We also support the realization of sustainable local communities by
operating mobile supermarkets for those who have difficulty accessing
shopping, and community buses in areas where local bus routes have been
withdrawn.

25

Corporate Governance Report

Ⅳ．Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development
At the meeting of the Board of Directors held on October 30, 2006, the Company resolved toadopt the "Basic Policy for Establishing an Internal Control System" in order to establish asystem for ensuring that the execution of duties by directors is in compliance with laws andregulations and the Articles of Incorporation, and other systems for ensuring the appropriatenessof the operations of the Company. Subsequently, these basic policies were reviewed as
appropriate.
The basic policy currently in operation was revised at the meeting of the Board of Directors
held on March 21, 2024, and the outline of the policy is as follows. In addition, we will continue
to review and revise them as necessary in the future.
1. System to ensure execution of duties by Directors conformity with laws and regulations andthe Articles of Incorporation of the Company
2. System to ensure the preservation and management of information related to execution ofduties by Directors
3. Regulations and any other framework for management of risk of loss
4. System to ensure efficient execution of duties by Directors of the Company
5. System to ensure execution of duties by employee conformity with laws and regulations andthe Articles of Incorporation of the Company
6. System to ensure the appropriateness of business operations of the corporate group consistingof the company and its parent company and subsidiaries
7. Matters concerning the employee when the Audit & Supervisory Board Members request toplace an employee to assist their auditing duties
8. The matters concerning the Independence of Employees Assisting the Duties of Corporate
Auditors from Directors and the matters related to assurance of effectiveness of instruction
given by company auditors to the employees
9. System to report from directors and employees to auditors and any other system for reporting
to company auditors
10. Other systems to ensure effective audits by Corporate Auditors, procedures for prepayment
or reimbursement of expenses arising from the execution of duties by company auditors,
and other policies concerning the processing of expenses or obligations arising from theexecution of duties.
11. Systems to ensure the appropriateness of financial reporting
12. Basic Views on Eliminating Anti-Social Forces

26

Corporate Governance Report

The Company has clarified the organizational positioning of officers and employees and theauthority to execute their duties and duties in accordance with organizational regulations,division of duties regulations, and administrative authority regulations. At the same time, theCompany is striving to establish a sound management system by clearly defining the proceduresfor the approval of decisions and exercising the appropriate delegation of authority and theeffectiveness of checks and balances within the organization.
In addition, the Company has formulated the Rules of the Risk Management Committee, theInternal Reporting Rules, the Ethics Rules, and the Crisis Management Rules as internal controlrelated rules, and are working to ensure that all employees are familiar with these rules.
2. Basic Views on Eliminating Anti-Social Forces
The Company decided at the meeting of the Board of Directors held on March 11, 2008 a
declaration on anti-social forces measures to block all relationships with antisocial forces. And
the Company is making efforts to prevent the occurrence of relationships with antisocial forces
and coexisting groups by carrying out attribute checks of suppliers at the time of thecommencement of new transactions, as well as developing antisocial power exclusion clauses
and pledge development.
In addition, the Company has formulated a "Manual for Responding to Anti-Social Forces"
in preparation for contacts by anti-social forces, and has established a system whereby the
Administration Division is responsible for responding to such contacts. And if necessary, theCompany will promptly consult with legal counsel, the police and National Violence Exile
Campaign Promotion Center, and take appropriate measures.

27

Corporate Governance Report

Ⅴ．Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation―
2. Other Matters Concerning Corporate Governance System―【Corporate Governance system】

28

Corporate Governance Report【Summary of timely disclosure system】

Financial statements

Occurred Fact

Decided fact

Finance &Business Operation Div

Each division

Accounting

Corporate Planning Div

Affiliate

Department

Qualitative

Quantitative

information

information

Preparation of disclosure material

Reporting
Administration Div

Reporting

Reporting

Reporting
Administration Div

ReportingCompilation and management of corporate information by information disclosure supervisor(General manager of Administration Div)

Consultations(Judgment of materiality and review of necessity of information disclosure)
Consultations among administration Div, Corporate Planning Div, Human Resource
Planning Div, internal auditing office, corporate auditor
内部監査室、監査役等の関係各部門による協議
Reporting(Determination of Timely disclosure)
Representative Director, President
Approval of decision-making organ
Instruction

Board of directors
Instruction(Implementation of Disclosure)
Information disclosure officers
Registration in the Timely Disclosure Information Transmission System

Stock exchange
Timely disclosure
Investors

29