Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damage arising from the translation.
(Securities code 9260)
March 12, 2024
Start date of measures for electronic provision: March 5, 2024
To Shareholders with Voting Rights:
Yoshiro Susaki
Chairman & CEO

Nishimoto Co., Ltd.
(Head office) 3-2-1, Nihonbashi Muromachi, Chuo-ku,
Tokyo, Japan(Registered main office) 4-1-38 Isobe-dori, Chuo-ku, Kobeshi, Hyogo Prefecture, JapanNOTICE OF THE 77TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are hereby cordially invited to attend the 77th Annual General Meeting of Shareholders of NishimotoCo., Ltd. (the “Company”) to be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures to electronicallyprovide the information contained in the Reference Documents for the General Meeting of Shareholders, etc.
(Matters for Electronic Provision), and these are posted on the Company’s website as “Notice of the 77th Annual
General Meeting of Shareholders.” Please go to the Company’s website below to check this information.
The Company’s website: https://www.wismettac.com/en/ir/stock/meeting.html
Matters for Electronic Provision are also posted on the website of Tokyo Stock Exchange, Inc. (TSE) Please
go to the TSE website below (Listed Company Search), enter and search for either “Ｗｉｓｍｅｔｔａｃ”(double byte character) in the “Issue name (company name)” bar or “9260” in the “Code” bar, and then select“Basic information,” “Documents for public inspection/PR information,” and “Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting” in order to view the information
provided.
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowIn lieu of attending the meeting in person, you can exercise your voting rights either by electronic means (via
the Internet or other means) or in writing. Please review the Reference Documents for the General Meeting of
Shareholders and exercise your voting rights in reference to the attached Guidance on Exercising Voting Rights(pages 3 to 4 of the Japanese version).
1. Date and Time:
2. Place:

Thursday, March 28, 2024 at 10:00 a.m. Japan time
(Reception will open at 9:00 a.m.)Hall at Muromachi Mitsui Hall & Conference on the third floor of Nihonbashi
Muromachi Mitsui Tower located at 3-2-1, Nihonbashi Muromachi, Chuo-ku,
Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
77th Fiscal Year (January 1, 2023 - December 31, 2023) and results of audits
by the Accounting Auditor and the Audit & Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 77th Fiscal Year
(January 1, 2023 - December 31, 2023)-1-

Proposals to be resolved:
Proposal No. 1:
Partial Amendments to the Articles of Incorporation
Proposal No. 2:
Election of Four (4) Directors Who Are Not Audit & Supervisory Committee
Members
Proposal No. 3:
Election of Three (3) Directors Who Are Audit & Supervisory Committee
Members
4. Matters to be determined upon convocation:
Please refer to the attached Guidance on Exercising Voting Rights (available in Japanese only).
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~<Notes to Shareholders> When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
 Of the Matters for Electronic Provision, the “Notes to Consolidated Financial Statements” and “Notes
to Non-consolidated Financial Statements” are not provided in the documents sent to shareholders who
have requested a paper copy, in accordance with provisions of laws and regulations as well as Article 15of the Company’s Articles of Incorporation. Accordingly, the documents sent to shareholders who haverequested a paper copy form a part of those that were audited by the Audit & Supervisory Committee
and the Accounting Auditor in preparing their audit reports.
 Should the Matters for Electronic Provision require revisions, the revised content will be posted on theabovementioned Company’s website and on the TSE website.
 A part of the content of the meeting will be posted on the abovementioned Company’s website at alater date.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
Article 2 (Purpose)
In line with the expansion and diversification of business areas aimed at transforming the Company
into a global food solutions company, new business purposes shall be added. Additionally, some wording
and the order in which business purposes are listed shall be changed.
Article 10 (Shareholder Register Administrator)
Some wording shall be changed.
Article 14 (Convener and Chairman)
The necessary changes shall be made to ensure flexibility in the operation of the general meeting ofshareholders.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation
Article 1(Omitted)

Article 1(Unchanged)(Purpose)
Article 2
The purpose of the Company shall beto engage in the following businesses andrelated businesses, and to control and manage
the business activities of domestic and foreigncompanies that engage in the following
businesses and related businesses by means ofholding shares or equity interests.

(Purpose)
Article 2
The purpose of the Company shall beto engage in the following businesses andrelated businesses, and to control and manage
the business activities of domestic and foreigncompanies that engage in the following
businesses and related businesses by means ofholding shares or equity interests.

1. Import and export, and sales and marketingof foods, agricultural products, seafood
products,
livestockproducts,
dailynecessities, and other miscellaneous goods;

1. Import and export, and sales and marketingof foods; agricultural products; seafood
products; livestock products; beverages;
alcoholicbeverages;
materials
andequipment for the food, agriculture, fisheries
and livestock industries; cosmetics; daily
necessities; and other miscellaneous goods;
2. Production,
andmanufacturing
andprocessing of foods; agricultural products;
seafood products; livestock products;
beverages; alcoholic beverages; materials
and equipment for the food, agriculture,
fisheries and livestock industries; cosmetics;
daily necessities; and other miscellaneous
goods;
3. Mail-order (including mail-order using theInternet) business;

2. Production,
andmanufacturing
andprocessing of foods, agricultural products,
seafood products, livestock products, daily
necessities, and other miscellaneous goods;

3. Mail-order (including mail-order using theInternet) business;-3-

Current Articles of Incorporation(Newly established)

Proposed Amendments
4. Support for the introduction of systems andtechnologies related to the import and export,
production, logistics, etc. of foods,
agricultural products, seafood products, andlivestock products, and management
consultingforfood-related
business
operators;
5. Acquisition, assignment, use, licensing, andsales of intellectual property rights such as
patent rights, trademark rights, plant breeder’srights, and technology and know-how related
to the production, etc. of foods, agricultural
products, seafood products and livestock
products, and intermediation and agency ofsuch activities;
6. Planning, design, development, sales,
operation, and management of platforms,
applications, websites, digital content, etc.
related to import and export, sales, logistics,
order placing and receiving, payment
processing, etc., and undertaking ofoutsourcing and agency of the administrationand operation of such activities;
7. Intermediation and agency of information
provision services, information distribution
services, and advertising services using
networks such as the Internet;
8. Local revitalization projects in and outside
Japan through means such as the provision of
local information on specialty products, etc.;(Moved to Item 20)(Newly established)(Newly established)(Newly established)(Newly established)

4. Buying and selling, rental, brokerage,intermediation, and management of realestate;5. Management of parking lots andundertaking of outsourcing of parking lot
maintenance services;
6. Buying and selling of securities andinvestment consulting services;
7. Money lending;
8. General leasing, rental business and agency
business thereof;
9. Management of eateries, restaurants, cafes,
shops and other various food stores;
10. Operation of facilities and institutions
related to health management for the
purpose of maintaining and promoting
health, preventing diseases, etc.;
11. Planning, production and sales of books,
publications, and video software related tohealth, food, clothing and housing;
12. Provision of information on andintroduction of doctors, medical technology,
and medical institutions;
13. Training and education of human resources
related to health management, and operationof institutions thereof;
14. Temporary staffing services;(Moved to Item 21)(Moved to Item 19)(Moved to Item 18)(Moved to Item 16)
9. Management of eateries, restaurants, cafes,
shops and other various food stores;
10. Operation of facilities and institutions related
to health management for the purpose ofmaintaining and promoting health, preventing
diseases, etc.;
11. Planning, production and sales of books,
publications, and video software related tohealth, food, clothing and housing;
12. Provision of information on and introductionof doctors, medical technology, and medical
institutions;
13. Training and education of human resources
related to health management, and operationof institutions thereof;
14. Temporary staffing services;-4-Current Articles of Incorporation(Moved from Item 16)(Moved from Item 8)

Proposed Amendments
15. Medical equipment sales and rental business;
16. General leasing, rental business and agency
business thereof;
17. Solicitation and agency business of life
insurance, non-life insurance and othervarious insurances;(Moved to Item 15)
18. Money lending;
19. Buying and selling of securities andinvestment consulting services;
20. Buying and selling, rental, brokerage,intermediation, and management of realestate;21. Management of parking lots and undertakingof outsourcing of parking lot maintenanceservices;
22. Undertaking of outsourcing of planning,survey, research, training and consulting
related to those mentioned in the preceding
items; and23. All businesses which are incidental to or
related to those mentioned in the preceding
items.

15. Solicitation and agency business of life
insurance, non-life insurance and othervarious insurances;
16. Medical equipment sales and rental
business;(Moved from Item 7)(Moved from Item 6)(Moved from Item 4)(Moved from Item 5)

17. Undertaking of outsourcing of planning,survey, research, training and consulting
related to those mentioned in the preceding
items; and
18. All businesses which are incidental to or
related to those mentioned in the preceding
items.
Article 3 to 9

(Omitted)

Article 3 to 9

(Unchanged)(Shareholder Register Administrator)
Article 10 The Company shall have ashareholder register administrator.
2. The shareholder register administrator and its
handling office shall be designated by aresolution of the Board of Directors.
3. The preparation and keeping of the Company’s
shareholder registry and registry of shareacquisition rights and other administrative work
pertaining thereto shall be entrusted to theshareholder register administrator and shall not
be handled by the Company.

(Shareholder Register Administrator)
Article 10 The Company shall have a shareholder
register administrator.
2. The shareholder register administrator and its
handling office shall be designated by aresolution of the Board of Directors.
3. The preparation and keeping of the Company’s
shareholder registry and registry of shareacquisition rights and other administrative work
pertaining thereto shall be entrusted to theshareholder register administrator and shall not
be handled by the Company.

Article 11 to 13

Article 11 to 13(Omitted)(Convener and Chairman)
Article 14 Unless otherwise provided by laws
and regulations, Chairman shall convene ageneral meeting of shareholders and act as thechairman thereof in accordance with aresolution of the Board of Directors. However,
if Chairman has not been elected, President
shall convene the meeting and act as thechairman thereof.
2. When the chairman referred to in the preceding
paragraph is unable to act, another Director who
is designated in accordance with an order ofpriority predetermined by the Board of
Directors shall convene a general meeting ofshareholders and act as the chairman thereof.

(Unchanged)(Convener and Chairman)
Article 14 Unless otherwise provided by laws andregulations, Representative Director shallconvene a general meeting of shareholders.
However, when Representative Director isunable to act, another Director who is designatedin accordance with an order of priority
predetermined by the Board of Directors shallconvene the general meeting of shareholders.
2. Chairman or President shall act as the chairmanof a general meeting of shareholders inaccordance with a resolution of the Board of
Directors. However, when the chairman is unable
to act, another Director who is designated inaccordance with an order of priority
predetermined by the Board of Directors shall act
as the chairman of thereof.

-5-

Current Articles of Incorporation
Article 15 to 43(Omitted)

Proposed Amendments
Article 15 to 43(Unchanged)

At the meeting of the Board of Directors held on February 14, 2024, the Company resolved to perform a 3for-1 stock split with June 30, 2024 as the record date. In line with the stock split, the Company also resolved
to change the total number of authorized shares stipulated in Article 6 of the Company’s Articles ofIncorporation from 50,000,000 shares to 150,000,000 shares on July 1, 2024, without requiring a resolutionof a general meeting of shareholders pursuant to Article 184, Paragraph 2 of the Companies Act.

-6-

Proposal No. 2: Election of Four (4) Directors Who Are Not Audit & Supervisory Committee Members
The terms of office of all five (5) Directors who are not Audit & Supervisory Committee Members will expire
at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, to speed up thedecision-making and business execution processes while maintaining the supervisory functions of the Group
as a holding company to realize the Company’s mid-term business plan, we hereby request that the number of
Directors who are not Audit & Supervisory Committee Members be decreased by one (1), and propose theelection of four (4) Directors who are not Audit & Supervisory Committee Members.
There were no objections with respect to this Proposal as a result of deliberation in the Audit & Supervisory
Committee.
The candidates for Directors who are not Audit & Supervisory Committee Members are as follows:No.

Attributes

Name

Positions and responsibilities at the Company

1[Reappointment][Male]

Yoshiro Susaki

2[Reappointment][Male]

Yuji Sasa

President, Director, Managing Executive Officer,
COO, CFO

3[Reappointment][Male]

Hiroyuki Shinkai

Director, Executive Vice President, Chief of Staff,
Operation Management Office4[Outside][Reappointment] [Independent][Male]

Hajime Arai

-7-

Chairman & CEO

Outside Director

No.

Name
(Date of birth)
Yoshiro Susaki(January 18, 1958)

September 1980
September 1988
May 1994
October 2000

[Reappointment]

March 2012

Number of shares of
the Company held
2,910,000
1Career summary, positions, responsibilities
and significant concurrent positions
Joined Morgan Bank, N.A., Tokyo Branch
Director, the Company
President
Chairman, IPM Nishimoto Co., Ltd. (currently Wismettac Foods,
Inc.)
Chairman, Nishimoto Trading Co., Ltd. (currently Wismettac Foods,Inc.) (current position)
Chairman & CEO, the Company
Director, Wismettac Asian Foods, Inc. (current position)
Chairman & President CEO, the Company
Chairman & CEO, the Company (current position)

March 2017
January 2019
March 2020
January 2023
[Significant concurrent positions]
Chairman, Wismettac Foods, Inc.
Director, Wismettac Asian Foods, Inc.
[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Yoshiro Susaki was appointed Director of the Company in 1988 and has led the management of the Groupand its business expansion as Representative Director from 1994 to the present, and is fulfilling his duties andresponsibilities properly in overall management. He is expected to make contributions to enhancing the Group’s
corporate value by capitalizing on his many years of experience and insight in managing the Group to date.
Therefore, the Company requests his reelection as a Director who is not an Audit & Supervisory Committee
Member.

-8-

No.

Name
(Date of birth)
April 1985
November 2011
April 2016
Yuji Sasa(October 11, 1962)

May 2017
February 2018
March 2019

[Reappointment]

March 2020

Number of shares of
the Company held
1,800

2

July 2020
April 2021
April 2022
January 2023

Career summary, positions, responsibilities
and significant concurrent positions
Joined The Nippon Credit Bank, Ltd. (currently Aozora Bank,Ltd.)
Director, Nishimoto Trading Co., Ltd. (currently Wismettac Foods,
Inc.)
Executive Officer & Deputy General Manager, Group Administration
Headquarters, the Company
Director & Officer, Vice President, Wismettac Asian Foods, Inc.
Officer, Vice President, Wismettac Asian Foods, Inc.
Director (Audit & Supervisory Committee Member), the Company
Corporate Auditor, Wismettac Foods, Inc.
Director, the Company
Director, Wismettac Asian Foods, Inc.
Director, NTC Wismettac Singapore Pte. Ltd. (current position)
Director, COMPTOIRS DES 3 CAPS (current position)
Director & CFO, the Company
Director, Managing Executive Officer, CFO
President, Director, Managing Executive Officer, COO, CFO (current
position)
Director & President, Wismettac Asian Foods, Inc. (current position)
Director, Wismettac EMEA Holdings Limited (current position)
Director, Wismettac Asian Foods, Inc. (Canada) (current position)

March 2023
[Significant concurrent positions]
Director & President, Wismettac Asian Foods, Inc.
Director, Wismettac Asian Foods, Inc. (Canada)
Director, Wismettac EMEA Holdings Limited
Director, COMPTOIRS DES 3 CAPS
Director, NTC Wismettac Singapore Pte. Ltd.
[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Yuji Sasa joined the Group in 2011, and engaged mainly in administrative divisions as Executive Officer andDirector at the Company and its Group companies. Since March 2019, he had been in charge of duties as a
Director who is an Audit & Supervisory Committee Member such as the supervision and audit of businessexecution. Since March 2020, he has overseen the overall administrative divisions of the Group as a whole as a
Director who is not an Audit & Supervisory Committee Member, and since January 2023, he has executed theoverall business strategy of the Group as President, Managing Executive Officer, COO, CFO, and is fulfilling his
duties and responsibilities properly. Based on his experience and achievements, he is expected to makecontributions to further enhancing the Group’s corporate value. Therefore, the Company requests his reelection
as a Director who is not an Audit & Supervisory Committee Member.

-9-

No.

Name
(Date of birth)
April 1988
September 1998
October 2002
December 2005
March 2009
October 2010
April 2016
May 2018
March 2020
Hiroyuki Shinkai(July 1, 1964)[Reappointment]

February 2021
January 2022
April 2022
January 2023

Number of shares of
the Company held
2,653

March 2023
April 2023

3

October 2023
November 2023

Career summary, positions, responsibilities
and significant concurrent positions
Joined Tomen Corporation (currently Toyota Tsusho Corporation)
Joined Andersen Consulting (currently Accenture)
Joined the Company
Director & General Manager of Administration Headquarters,
Nishimoto Trading Co., Ltd. (currently Wismettac Asian Foods, Inc.)
Joined CEF Co. Ltd.
Joined Takara Shuzo Co., Ltd.
Director & Vice President, Takara Europe Holdings B.V.
Rejoined the Company, Chief of Staff, The Chairman’s Office
Executive Officer, Chief of Staff, The Chairman’s Office, General
Manager, Corporate Planning Department, and General Counsel,
Office of General Counsel
Director, Sco-Fro Group Limited (current position)
Director, Ban Choon Marketing Pte. Ltd. (current position)
Director, Wismettac Asian Foods, Inc. (current position)
Executive Vice President, Chief of Staff, The Chairman’s Office, andGeneral Manager, Corporate Planning Department, the Company
Director, Wismettac EMEA Holdings Limited (current position)
Director, Executive Vice President, Chief of Staff, The Chairman’s
Office, and General Manager, Corporate Planning Department, theCompany
Director, Wismettac Harro Foods Limited (current position)
Director, SSP Konsumgüter TRADE & CONSULT GmbH (current
position)
Director, COMPTOIRS DES 3 CAPS (current position)
Director, NTC Wismettac Singapore Pte. Ltd. (current position)
Director, Wismettac Nippon Foods Co, Ltd. (current position)
Director, NTC Wismettac Australia Pty Ltd. (current position)
Director, Uniontrade S.p.A (current position)
Director, Executive Vice President, Chief of Staff, Operation
Management Office, the Company (current position)[Significant concurrent positions]
Director, Wismettac Asian Foods, Inc.
Director, COMPTOIRS DES 3 CAPS
Director, Wismettac EMEA Holdings Limited
Director, Uniontrade S.p.A
Director, Wismettac Harro Foods Limited
Director, NTC Wismettac Singapore Pte. Ltd.
Director, Sco-Fro Group Limited
Director, Ban Choon Marketing Pte. Ltd.
Director, SSP Konsumgüter TRADE & CONSULT
Director, Wismettac Nippon Foods Co, Ltd.
GmbH
Director, NTC Wismettac Australia Pty Ltd.
[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Hiroyuki Shinkai, since joining the Company in 2002, has overseen the administrative divisions of the Groupin the North America region and contributed to the establishment of a business foundation in the region. Sincerejoining the Company in 2018, he has assisted the CEO and other executive officers as Chief of Staff of The
Chairman’s Office and General Manager of the Corporate Planning Department, and has been responsible forstrategy formulation, budget compilation and the launch of new organizations, etc. of the Group, from planningto execution. In addition, since 2023, he has been fulfilling his duties and responsibilities properly as Director &Executive Vice President. Based on his experience and achievements, he is expected to make contributions tofurther enhancing the Group’s corporate value. Therefore, the Company requests his reelection as a Director who
is not an Audit & Supervisory Committee Member.

- 10 -

No.

Name(Date of birth)
June 1979
January 1980
August 1993
April 1995
October 2002
Hajime Arai
(February 4, 1955)[Reappointment][Outside Director][Independent
Director]

April 2008
April 2011
April 2016
May 2016

Number of shares of
the Company held―
October 2017
April 2020
4

March 2021

Career summary, positions, responsibilities
and significant concurrent positions
Joined Department of Neurosurgery, Faculty of Medicine, Juntendo
University
Studied at the National Institutes of Health, U.S.
Associate Professor, Department of Neurosurgery, Faculty of
Medicine, Juntendo University
Studied at Department of Neurosurgery, University of Florida, U.S.
Professor, Department of Neurosurgery, Faculty of Medicine,
Juntendo University
Director, Juntendo Educational Foundation (current position)
Director, Juntendo University Hospital
Dean of Graduate School of Medicine, Dean of Faculty of Medicine,
Juntendo University
President, Juntendo University (current position)
Director, Association of Private Medical Schools (current position)
Director, Saitama Prefecture Saiseikai, Saiseikai Branch, Social
Welfare Organization Saiseikai Imperial Gift Foundation, Inc.
(current position)
President, Association of Japan Medical Colleges
Executive President, The Japan Neurological Society
Emeritus Professor, Juntendo University (current position)
Director, HAYASHI HOSPITAL (current position)
Vice President, Lifelong Health and Wellness Association (current
position)
Auditor, Association of Japan Medical Colleges (current position)
Director, the Company (current position)

May 2022
March 2023
[Significant concurrent positions]
President, Juntendo University
Director, HAYASHI HOSPITAL
Emeritus Professor, Juntendo University
Vice President, Lifelong Health and Wellness
Director, Juntendo Educational Foundation
Association
Director, Association of Private Medical Schools
Auditor, Association of Japan Medical Colleges
Director, Saitama Prefecture Saiseikai, Saiseikai
Branch, Social Welfare Organization Saiseikai
Imperial Gift Foundation, Inc.
[Reason for nomination as candidate for Outside Director who is not an Audit & Supervisory Committee
Member and expected roles]
Mr. Hajime Arai has abundant experience and wide-ranging insight as a doctor and university professor, and iscurrently engaged in university management as President of Juntendo University. From a medical perspective,
we expect that he will provide the Company with useful advice as well as suggestions and judgements withdiverse perspectives from an independent standpoint for our business to realize the wellbeing of people
throughout the world through food. Based on the above, although he has never been involved in corporate
management, the Company requests his reelection as an Outside Director who is not an Audit & Supervisory
Committee Member.
(Notes)1. There are no special interests between the candidates and the Company.
2. The number of shares of the Company held by each candidate is as of December 31, 2023.
3. Mr. Yoshiro Susaki qualifies as “parent company, etc.” under Article 2, item (iv)-2 of the Companies Act.
He serves as Managing Director of Tatsumi Sangyo Co., Ltd., which is his subsidiary company, etc.
4. The Company has entered into an agreement with Mr. Hajime Arai to limit his liability for damages
pursuant to Article 423, Paragraph 1 of the Companies Act, in accordance with the provisions of Article
427, Paragraph 1 of the said Act. The maximum amount of liability for damages pursuant to the agreement
is the minimum amount stipulated by laws and regulations. If the reappointment of Mr. Hajime Arai is
approved, the Company intends to continue the agreement with him.
5. The Company has entered into a directors and officers liability insurance contract with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act, under which the directors,
corporate auditors, executive officers, and managerial employees of the Company and all of theCompany’s subsidiaries (subsidiaries as defined under the Companies Act), including each of thecandidates for reappointment, are insured. The Company is responsible for the full amount of the premium- 11 -

for said insurance. The contract shall cover any loss or damage (e.g., defense costs, compensation fordamages, and settlement money) that the insured may incur due to a claim for damages (including
shareholder’s derivative suits) arising from an act (including an omission) committed by the insured in his
or her capacity. If the candidates are elected and assume the office of Directors who are not Audit &Supervisory Committee Members, the Company will continue to insure them under the said insurance
contract. As the term of the contract will expire during their terms of office, the Company intends to enter
into an equivalent directors and officers liability insurance contract that continues to cover the candidates,etc. as insured persons.
6. Mr. Hajime Arai has been registered as an Independent Director as prescribed by the Tokyo Stock
Exchange. If the reappointment of Mr. Hajime Arai is approved, the Company intends to continue his
registration as an Independent Director.
7. At the conclusion of this year’s Annual General Meeting of Shareholders, it will be one (1) year since theappointment of Mr. Hajime Arai as an Outside Director who is not an Audit & Supervisory Committee
Member.

- 12 -

Proposal No. 3: Election of Three (3) Directors Who Are Audit & Supervisory Committee Members
The terms of office of all three (3) Directors who are Audit & Supervisory Committee Members will expire
at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, we hereby propose theelection of three (3) Directors who are Audit & Supervisory Committee Members.
The consent of the Audit & Supervisory Committee was obtained with respect to this Proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:No.

Attributes

Name[Male]

Positions and responsibilities at the Company

Toshiyuki Nishikawa

Director (Audit & Supervisory Committee
Member)1[Reappointment]

2[Outside][Reappointment] [Independent][Male]

Kimikazu Nomi

Outside Director (Audit & Supervisory Committee
Member)3[Outside][Reappointment] [Independent][Female]

Yukiko Omura

Outside Director (Audit & Supervisory Committee
Member)- 13 -

No.

Name(Date of birth)
April 1990
February 1992
August 2003
Toshiyuki Nishikawa March 2006
(November 14, 1966) February 2009
December 2010
[Reappointment]
April 2017
Number of shares of
the Company held January 2023―
March 2023

1

Career summary, positions, responsibilities
and significant concurrent positions
Joined the Company
Seconded to Nishimoto Trading Co., Ltd. (currently Wismettac Asian
Foods, Inc.)
Regional Director & Los Angeles Branch Manager
Director, Sales Management
Officer, Vice President of Administration, Corporate Secretary
Director & Officer, Vice President of Administration, Corporate
Secretary
Director & Officer, Senior Vice President of Administration,
Corporate Secretary
Director & Officer, Senior Vice President
Director (Audit & Supervisory Committee Member), the Company(current position)
Director, Wismettac Asian Foods, Inc. (current position)
Corporate Auditor, Wismettac Foods, Inc. (current position)
Auditor, Shanghai IPM Co., Ltd. (current position)

April 2023
[Significant concurrent positions]
Director, Wismettac Asian Foods, Inc.
Corporate Auditor, Wismettac Foods, Inc.
Auditor, Shanghai IPM Co., Ltd.
[Reason for nomination as candidate for Director who is an Audit & Supervisory Committee Member]
Mr. Toshiyuki Nishikawa joined the Company in 1990 and has since been engaged mainly in the Asian Food
Global Business in the North America region, which is one of the Group’s primary businesses, and since 2009,has overseen the overall administrative divisions in the North America region. Based on his abundant experiencein the Group’s business, he is expected to fulfill his duties in the audit and supervision of business execution as a
Director who is an Audit & Supervisory Committee Member. Therefore, the Company requests his reelection asa Director who is an Audit & Supervisory Committee Member.

- 14 -

No.

Name(Date of birth)

Kimikazu Nomi
(October 24, 1945)[Reappointment][Outside Director][Independent
Director]
Number of shares of
the Company held―
2

April 1969
June 1999
June 2002
June 2004
June 2006
February 2007
July 2009
July 2015
March 2016
June 2016
June 2017
June 2020
June 2021

Career summary, positions, responsibilities
and significant concurrent positions
Joined The Norinchukin BankManaging Director
Senior Managing Director
President, Norinchukin Zenkyoren Asset Management Co., Ltd.
Representative Director and Deputy Chairman, Aozora Bank, Ltd.
Representative Director, Chairman and CEO
President and CEO Member of the Board, Innovation Network
Corporation of Japan (currently Japan Investment Corporation)
Executive Advisor, J-WILL CORPORATION (current position)
Director (Audit & Supervisory Committee Member), the Company(current position)
Independent Director, Konica Minolta, Inc.
Outside Director, SPARX Group Co., Ltd.
Outside Director (Audit and Supervisory Committee Member)(current position)
Outside Director (Audit and Supervisory Committee Member), IR
Japan Holdings, Ltd. (current position)[Significant concurrent positions]
Outside Director (Audit and Supervisory Committee Member), SPARX Group Co., Ltd.
Outside Director (Audit and Supervisory Committee Member), IR Japan Holdings, Ltd.
Executive Advisor, J-WILL CORPORATION[Reason for nomination as candidate for Outside Director who is an Audit & Supervisory Committee Member
and expected roles]
Mr. Kimikazu Nomi was engaged in managing financial businesses at The Norinchukin Bank and Aozora Bank,
Ltd., and in fostering new businesses through initiatives such as investment activities and supporting corporate
self-reformation at the Innovation Network Corporation of Japan (currently Japan Investment Corporation). Afterbeing appointed an Outside Director who is an Audit & Supervisory Committee Member of the Company inMarch 2016, he has been fulfilling his duties and responsibilities properly. He is expected to monitor overallmanagement and provide effective advice based on his abundant experience and deep insight. Therefore, theCompany requests his reelection as an Outside Director who is an Audit & Supervisory Committee Member.

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No.

Name(Date of birth)

Yukiko Omura(July 4, 1955)[Reappointment][Outside Director][Independent
Director]
Number of shares of
the Company held―
3

August 1980
August 1984
May 1994
March 1996
August 1998
March 2004
February 2010
January 2013
May 2014
March 2016
January 2018
March 2018
May 2018
February 2022
November 2023

Career summary, positions, responsibilities
and significant concurrent positions
Joined the Inter-American Development Bank
Joined Morgan Bank, N.A., Tokyo Branch
Joined Lehman Brothers Japan Inc.
Joined UBS Securities Japan Co., Ltd.
Joined Dresdner Kleinwort Wasserstein (Japan) Ltd.
Executive Vice President and CEO, Multilateral Investment
Guarantee Agency
Vice-President and COO, International Fund for Agricultural
Development
Director, GuarantCo Limited
Director, Assured Guaranty Ltd. (current position)
Director (Audit & Supervisory Committee Member), the Company(current position)
Chair of the Board of Directors, GuarantCo Limited
Director, The Private Infrastructure Development Group Limited
Director, HSBC Bank plc (current position)
Senior Independent Director, The Private Infrastructure Development
Group Limited (current position)
Advisory Board Member, the Critical Minerals Fund (current
position)[Significant concurrent positions]
Senior Independent Director, The Private Infrastructure Development Group Limited
Director, Assured Guaranty Ltd.
Director, HSBC Bank plc
Advisory Board Member, the Critical Minerals Fund
[Reason for nomination as candidate for Outside Director who is an Audit & Supervisory Committee Member
and expected roles]
Ms. Yukiko Omura has been engaged in financial operation and business management internationally at private
and public financial institutions, and currently assumes the position of Director at several foreign companies.
After being appointed Outside Director who is an Audit & Supervisory Committee Member of the Company inMarch 2016, she has been fulfilling her duties and responsibilities properly. She is expected to monitor overallmanagement and provide effective advice based on her abundant international experience and deep insight.
Therefore, the Company requests her reelection as an Outside Director who is an Audit & Supervisory Committee
Member.
(Notes)1. There are no special interests between the candidates and the Company.
2. The Company has entered into agreements with Mr. Kimikazu Nomi and Ms. Yukiko Omura to limit their
liability for damages pursuant to Article 423, Paragraph 1 of the Companies Act, in accordance with theprovisions of Article 427, Paragraph 1 of the said Act. The maximum amount of liability for damages
pursuant to the agreement is the minimum amount stipulated by laws and regulations. If thereappointments of Mr. Kimikazu Nomi and Ms. Yukiko Omura are approved, the Company intends tocontinue these agreements with them.
3. The Company has entered into a directors and officers liability insurance contract with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act, under which the directors,
corporate auditors, executive officers, and managerial employees of the Company and all of theCompany’s subsidiaries (subsidiaries as defined under the Companies Act), including each of thecandidates for reappointment, are insured. The Company is responsible for the full amount of the premiumfor said insurance. The contract shall cover any loss or damage (e.g., defense costs, compensation fordamages, and settlement money) that the insured may incur due to a claim for damages (including
shareholder’s derivative suits) arising from an act (including an omission) committed by the insured in his
or her capacity. If the candidates assume the office of Directors who are Audit & Supervisory Committee
Members, the Company will continue to insure them under the said insurance contract. As the term of thecontract will expire during their terms of office, the Company intends to enter into an equivalent directors
and officers liability insurance contract that continues to cover the candidates, etc. as insured persons.
4. Mr. Kimikazu Nomi and Ms. Yukiko Omura have been registered as Independent Directors as prescribedby the Tokyo Stock Exchange. If the reappointments of Mr. Kimikazu Nomi and Ms. Yukiko Omura areapproved, the Company intends to continue their registrations as Independent Directors.

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5. At the conclusion of this year’s Annual General Meeting of Shareholders, it will be eight (8) years since
the appointment of Mr. Kimikazu Nomi and Ms. Yukiko Omura as Outside Directors who are Audit &Supervisory Committee Members.

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Reference: Skills Matrix of Directors (if each candidate for Director is elected at this year’s Annual General
Meeting of Shareholders)
The Fields of Knowledge and Expertise the Company Particularly Expects of Each Director (Up to 3)

Name

YoshiroSusaki

Vision(Vision/strategy for longExecution
term corporate soundness(Execution of strategy)
and growth)
MissionOrganization
ESG
GlobalStrategy&DX
SDGs
management
planning
HR

●

●

●

Yuji Sasa
Hiroyuki
Shinkai●●Toshiyuki
Nishikawa●

YukikoOmura

Finance Legal affairs Compliance&&&
Accounting
IP
Food safety●●

Hajime Arai

Kimikazu
Nomi●

Risk Management(Appropriate risk management)

●
●

●

●

●
●

●
●

●

●

●
●

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