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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities code 9260)
March 15, 2022
To Shareholders with Voting Rights:
Yoshiro Susaki
Chairman & President

Nishimoto Co., Ltd.
(Head office) 3-2-1, Nihonbashi Muromachi, Chuo-ku,
Tokyo, Japan(Registered main office) 4-1-38 Isobe-dori, Chuo-ku,
Kobe-shi, Hyogo Prefecture, JapanNOTICE OF THE 75TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are hereby notified that the 75th Annual General Meeting of Shareholders of Nishimoto Co., Ltd. (the“Company”) will be held for the purposes as described below.
In lieu of attending the meeting in person, you can exercise your voting rights either in writing or byelectronic means (via the Internet or other means). Please review the attached Reference Documents for the
General Meeting of Shareholders (pages 3 to 12) 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:

Wednesday, March 30, 2022 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
75th Fiscal Year (January 1, 2021 - December 31, 2021) 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 75th Fiscal Year
(January 1, 2021 - December 31, 2021)
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~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~<Notes to Shareholders> When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
Please also bring this Notice of Convocation with you to conserve resources.
 Of the documents that need to be attached to this Notice of Convocation, the “Notes to Consolidated
Financial Statements” and “Notes to Non-consolidated Financial Statements” are posted on the
Company’s website (https://www.wismettac.com/ja/ir/stock/meeting.html) in accordance with
provisions of laws and regulations as well as Article 15 of the Company’s Articles of Incorporation andtherefore are not provided in this Notice of Convocation. Accordingly, the documents attached to thisNotice of Convocation are a part of those that were audited by the Audit & Supervisory Committee
and the Accounting Auditor in preparing their audit reports.

-1-





Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements, and Non-consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website(https://www.wismettac.com/ja/ir/stock/meeting.html).
A part of the content of the meeting will be posted on the Company’s website at a later date.

<Request for Your Cooperation in Taking Measures to Prevent the Spread of COVID-19>
 If you are attending the meeting in person, please bring and wear a mask, have your body temperaturechecked, and apply alcohol-based sanitizers at the reception.
 Please note that a shareholder who has a fever or otherwise appears unwell or is uncooperative intaking measures to prevent the spread of COVID-19, including wearing a mask and sanitizing hands,
may not be admitted to the venue.
 Officers and administrative staff attending the meeting will check their health conditions, including
taking body temperature, in advance and wear masks in the meeting.
 The measures described above are subject to change, depending on the status of the spread of
COVID-19 and announcements made by the government or other relevant organizations during theperiod leading up to the meeting. If any operational changes are made, announcements will be postedon the Company’s website (https://www.wismettac.com/ja/ir/stock/meeting.html). Therefore, pleasecheck the website before attending the meeting in person.

-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
A system for electronic provision of materials for general meetings of shareholders as stipulated in theproviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act”
(Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the
introduction of said system, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 15, Paragraph 1 stipulates that the Company shall take electronic provision
measures for information contained in the reference documents for the general meeting ofshareholders, etc.
(2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the Internet Disclosure and Deemed Provision of the Reference Documents
for the General Meeting of Shareholders. (Article 15 of the current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders.)
Article 15 The Company may, when convening ageneral meeting of shareholders, deem that it has
provided information to shareholders pertaining
to matters to be described or indicated in thereference documents for the general meeting ofshareholders, business report, non-consolidated
financial statements, and consolidated financial
statements, by disclosing such information
through the Internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.

<Deleted>(Electronic Provision Measures, Etc.)<Newly established>

Article 15 The Company shall, when convening ageneral meeting of shareholders, take electronic
provision measures for information contained in
the reference documents for the general meetingof shareholders, etc.
2. Among the matters to be provided throughelectronic provision measures, the Company
may choose not to include all or part of thematters stipulated in the Ordinance of the
Ministry of Justice in the paper copy to be sent
to shareholders who have requested it by therecord date for voting rights.

-3-

Current Articles of Incorporation<Newly established>

Proposed Amendments(Supplementary Provisions)
Article 1
The amendment to Article 15 shallcome into effect on September 1, 2022, which isthe date of enforcement of the amended
provisions stipulated in the proviso of Article 1of the supplementary provisions of the Act
Partially Amending the Companies Act (Act No.
70 of 2019) (the “Effective Date”).
2. The following provisions shall take effect fromthe Effective Date. These provisions shallremain in force until the later of either a datewithin six months from the Effective Date or thelapse of three months from the date of the lastgeneral meeting of shareholders to be held on adate within six months from the Effective Date.
(Internet Disclosure and Deemed Provision ofReference Documents for the General Meetingof Shareholders.)
The Company may, when convening a general
meeting of shareholders, deem that it has
provided information to shareholders pertaining
to matters to be described or indicated in thereference documents for the general meeting ofshareholders, business report, non-consolidated
financial statements, and consolidated financial
statements, by disclosing such information
through the Internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.
3. This Article shall be deleted on the later datestipulated in the preceding paragraph.

-4-

Proposal No. 2: Election of Four (4) Directors who are not Audit & Supervisory Committee Members
The terms of office of all four (4) Directors who are not Audit & Supervisory Committee Members will
expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, we hereby
propose the election 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.

1

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
September 1980 Joined Morgan Bank, N.A., Tokyo Branch
September 1988 Director, the Company
May 1994
President
October 2000
Chairman, IPM Nishimoto Co., Ltd. (currently Wismettac Foods,
Yoshiro Susaki
Inc.)(January 18, 1958) March 2012
Chairman, Nishimoto Trading Co., Ltd. (currently Wismettac Foods,Inc.) (current position)[Reappointment]
March 2017
Chairman & CEO, the Company
January 2019
Director, Wismettac Asian Foods, Inc. (current position)
Number of shares of
Director, Wismettac Asian Foods, Inc. (Canada) (current position)
the Company held
March 2020
Chairman & President CEO, the Company (current position)
2,910,000[Significant concurrent positions]
Chairman, Wismettac Foods, Inc.
Director, Wismettac Asian Foods, Inc.
Director, Wismettac Asian Foods, Inc. (Canada)[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 President from 1994 to 2017, as Chairman & CEO thereafter, and as Chairman &President CEO since March 2020, and is fulfilling his duties and responsibilities properly in overallmanagement. 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.

-5-

No.

2

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1984
Joined Morgan Bank, N.A., Tokyo Branch
January 1990
Joined Continental Bank, N.A., Tokyo Branch
October 1993
Joined Nishimoto Trading Co., Ltd. (currently Wismettac Foods, Inc.)
October 2000
Transferred to IPM Nishimoto Co., Ltd. (currently Wismettac Foods,
Inc.)
April 2002
Director
March 2006
Managing Director
March 2009
Director & President, Shanghai IPM Co., Ltd.
March 2017
President, Wismettac Foods, Inc. (current position)
April 2017
Executive Officer, the Company
August 2017
Chairman & President, Shanghai IPM Co., Ltd. (current position)
March 2019
Director, the Company (current position)
Director, Wismettac Foods Shanghai Co., Ltd. (current position)
Hiroshi Tsujikawa
March
2020
Director, NTC Wismettac Singapore Pte. Ltd. (current position)(February 20, 1960)
Director, Wismettac Nippon Foods Co, Ltd. (current position)
Director, NTC Wismettac Australia Pty Ltd. (current position)[Reappointment]
Director, NTC Wismettac Europe B.V. (current position)
Director, Wismettac Harro Foods Limited (current position)
Number of shares of
the Company held May 2020
Director, SSP Konsumgüter TRADE & CONSULT GmbH (current―
position)
July 2020
Director, COMPTOIRS DES 3 CAPS (current position)[Significant concurrent positions]
President, Wismettac Foods, Inc.
Chairman & President, Shanghai IPM Co., Ltd.
Director, Wismettac Foods Shanghai Co., Ltd.
Director, NTC Wismettac Singapore Pte. Ltd.
Director, Wismettac Nippon Foods Co, Ltd.
Director, NTC Wismettac Australia Pty Ltd.
Director, NTC Wismettac Europe B.V.
Director, Wismettac Harro Foods Limited
Director, SSP Konsumgüter TRADE & CONSULT GmbH
Director, COMPTOIRS DES 3 CAPS
[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Hiroshi Tsujikawa joined the Group in October 1993, and has engaged mainly in sales divisions. He hasabundant experience and achievements in the Group’s business. Furthermore, after being appointed President of
Wismettac Foods, Inc., a principal Group company, in March 2017, he has contributed to expansion of theGroup’s business. Based on his experience and achievements, he is expected to execute significant duties inpromoting the business expansion of the Group. Therefore, the Company judges that he is qualified to be a
Director who is not an Audit & Supervisory Committee Member, and requests his reelection as a Director who
is not an Audit & Supervisory Committee Member.

-6-

No.

Name
(Date of birth)

July 2020

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.)
Director, Nishimoto Trading Group Foodstuffs Shanghai Co., Ltd.
(currently Wismettac Foods Shanghai Co., Ltd.)
Deputy General Manager, Group Administration Headquarters, theCompany
Executive Officer
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. (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, NTC Wismettac Europe B.V. (current position)
Director, Wismettac Harro Foods Limited (current position)
Director, SSP Konsumgüter TRADE & CONSULT GmbH (current
position)
Director, COMPTOIRS DES 3 CAPS (current position)

April 2021

Director & CFO, the Company (current position)

April 1985
November 2011
April 2015
March 2016
April 2016
May 2017
February 2018
March 2019
Yuji Sasa(October 11, 1962)

March 2020

[Reappointment]
Number of shares of
the Company held
1,800

May 2020

3[Significant concurrent positions]
Director, Wismettac Asian Foods, Inc.
Director, NTC Wismettac Singapore Pte. Ltd.
Director, Wismettac Nippon Foods Co, Ltd.
Director, NTC Wismettac Australia Pty Ltd.
Director, NTC Wismettac Europe B.V.
Director, Wismettac Harro Foods Limited
Director, SSP Konsumgüter TRADE & CONSULT GmbH
Director, COMPTOIRS DES 3 CAPS
[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Yuji Sasa joined the Group in November 2011, and engaged mainly in administrative divisions as
Executive Officer and Director 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 andaudit of business execution. Since March 2020, he has overseen the overall administrative divisions of theGroup as a whole as a Director who is not an Audit & Supervisory Committee Member. Based on his
experience and achievements, he is expected to execute significant duties in the administrative divisions of theGroup as a whole. Therefore, the Company requests his reelection as a Director who is not an Audit &Supervisory Committee Member.

-7-

No.

4

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
December 1983 Joined Banco Bradesco SA
January 1985
Senior Manager, Andersen Consulting (currently Accenture)
March 1996
Information Systems Director, Toshiba America Electronic
Components, Inc.
December 1997 Vice President for Solution Services, i2 Technologies Japan, Inc.
(currently JDA Software Japan Co., Ltd.)May 2004
Chief Information Officer (CIO), Nissan Motor Co., Ltd.
April 2006
Corporate Vice President & CIO
Celso Guiotoko
April 2014
Senior Corporate Vice President & CIO(January 3, 1959)
June 2017
Statutory Auditor
March 2019
Executive Officer & Global Chief Digital Officer (CDO), the[Reappointment]
Company
Officer, Wismettac Asian Foods, Inc.
Number of shares of
Outside Director (Audit & Supervisory Committee Member),the Company held
Coca-Cola Bottlers Japan Holdings Inc. (current position)―
March 2020
Director, Global CDO, the Company (current position)
Director & Officer, Wismettac Asian Foods, Inc. (current position)
July 2020
Director, COMPTOIRS DES 3 CAPS (current position)[Significant concurrent positions]
Director & Officer, Wismettac Asian Foods, Inc.
Director, COMPTOIRS DES 3 CAPS
Outside Director (Audit & Supervisory Committee Member), Coca-Cola Bottlers Japan
Holdings Inc.
[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Celso Guiotoko has long and abundant experience in the field of information systems, as well as global
management experience. Since joining the Company in March 2019, he has promoted the digitalization of theCompany’s business as Global CDO. Based on his experience and achievements, he is expected to executesignificant duties in the transformation of the Company’s business. Therefore, the Company requests his
reelection as a Director who is not an Audit & Supervisory Committee Member.
(Notes)1. There are no special interests between the candidates and the Company.
2. 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.
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 thepremium for said insurance. The contract shall cover any loss or damage (e.g., defense costs,
compensation for damages, 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 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 toenter into an equivalent directors and officers liability insurance contract that continues to cover the
candidates, etc. as insured persons.

-8-

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
the election 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.

1

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1980
Joined Arthur Andersen LLP (currently KPMG AZSA LLC)
May 2001
PartnerJune 2005
Director, the Company
March 2009
Auditor, Shanghai IPM Co., Ltd. (current position)
October 2010
Director, Nishimoto Trading Co., Ltd. (currently Wismettac Foods,
Atsuhiko Kimura
Inc.)(February 4, 1958)
Auditor, Nishimoto Trading Group Foodstuffs Shanghai Co., Ltd.
(currently Wismettac Foods Shanghai Co., Ltd.) (current position)[Reappointment]
March 2012
Executive Officer, the Company
March 2016
Director, General Manager, Group Administration Headquarters
Number of shares of
March
2017
Director & CFO
the Company held
March
2020
Director (Audit & Supervisory Committee Member) (current position)
1,000
Corporate Auditor, Wismettac Foods, Inc. (current position)[Significant concurrent positions]Auditor, Wismettac Foods Shanghai Co., Ltd.
Auditor, Shanghai IPM Co., Ltd.
Corporate Auditor, Wismettac Foods, Inc.
[Reason for nomination as candidate for Director who is an Audit & Supervisory Committee Member]
Mr. Atsuhiko Kimura joined the Company in June 2005 and has since been managing overall administrative
divisions of the Company as Executive Officer and Director. Based on his abundant experience in the Group’sbusiness, he was appointed a Director who is an Audit & Supervisory Committee Member of the Company inMarch 2020, and has been fulfilling his duties and responsibilities properly. He is expected to continue 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 as a Director who is an Audit &Supervisory Committee Member.

-9-

No.

2

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1969
Joined The Norinchukin Bank
June 1999
Managing Director
June 2002
Senior Managing Director
June 2004
President, Norinchukin Zenkyoren Asset Management Co., Ltd.
June 2006
Representative Director and Deputy Chairman, Aozora Bank, Ltd.
Kimikazu Nomi
February 2007
Representative Director, Chairman and CEO(October 24, 1945) July 2009
President and CEO Member of the Board, Innovation Network
Corporation of Japan[Reappointment]
July 2015
Executive Advisor, J-WILL CORPORATION (current position)[Outside Director] March 2016
Director (Audit & Supervisory Committee Member), the Company[Independent(current position)
Director]
June 2017
Outside Director, SPARX Group Co., Ltd.
June 2020
Outside Director (Audit and Supervisory Committee Member),Number of shares of
SPARX Group Co., Ltd. (current position)
the Company held
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. After being appointed an Outside Director who
is an Audit & Supervisory Committee Member of the Company in March 2016, he has been fulfilling his duties
and responsibilities properly. He is expected to monitor overall management and provide effective advice basedon his abundant experience and deep insight. Therefore, the Company requests his reelection as an Outside
Director who is an Audit & Supervisory Committee Member.

- 10 -

No.

3

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
August 1980
Joined the Inter-American Development Bank
August 1984
Joined Morgan Bank, N.A., Tokyo Branch
May 1994
Joined Lehman Brothers Japan Inc.
March 1996
Joined UBS Securities Japan Co., Ltd.
August 1998
Joined Dresdner Kleinwort Wasserstein (Japan) Ltd.
March 2004
Executive Vice President and CEO, Multilateral Investment
Yukiko Omura
Guarantee Agency(July 4, 1955)
February 2010
Vice-President and COO, International Fund for Agricultural
Development[Reappointment]
January 2013
Director, GuarantCo Limited[Outside Director] May 2014
Director, Assured Guaranty Ltd. (current position)[Independent
March 2016
Director (Audit & Supervisory Committee Member), the Company
Director](current position)
January 2018
Chair of the Board of Directors, GuarantCo Limited
Number of shares of
March
2018
Director, The Private Infrastructure Development Group Limited
the Company heldMay
2018
Director, HSBC Bank plc (current position)―
February 2022
Senior Independent Director, The Private Infrastructure Development
Group Limited (current position)[Significant concurrent positions]
Senior Independent Director, The Private Infrastructure Development Group Limited
Director, Assured Guaranty Ltd.
Director, HSBC Bank plc[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 inaccordance with the provisions of Article 427, Paragraph 1 of the Companies Act to limit their liability
for damages pursuant to Article 423, Paragraph 1 of the said Act. The maximum amount of liability fordamages 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 thepremium for said insurance. The contract shall cover any loss or damage (e.g., defense costs,
compensation for damages, 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 the contract will expire during their terms of office, the Company intends toenter 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.
5. At the conclusion of this year’s Annual General Meeting of Shareholders, it will be six (6) years since
the appointment of Mr. Kimikazu Nomi and Ms. Yukiko Omura as Outside Directors who are Audit &Supervisory Committee Members.

- 11 -

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
HiroshiTsujikawa

Vision(Vision/strategy forlong-term corporatesoundness and growth)
Mission
ESG
Strategy
SDGsplanning●

Execution(Execution of strategy)
GlobalOrganization
management
& HR

●
●

Yuji Sasa
Celso
GuiotokoAtsuhiko
KimuraKimikazu
Nomi
Yukiko
Omura

●

DX

Finance & Legal affairs
accounting
& IP

●
●

●

●
●

●

●

●

●
●
●

Compliance&food safety

●

●

●

Risk Management(Appropriate risk management)●●●- 12 -