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 15, 2023
Start date of measures for electronic provision: March 8, 2023
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 76TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are hereby notified that the 76th Annual General Meeting of Shareholders of Nishimoto Co., Ltd. (the“Company”) will 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 76th 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,” followed by “Documents for public inspection/PR information” 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 30, 2023 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
76th Fiscal Year (January 1, 2022 - December 31, 2022) 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 76th Fiscal Year
(January 1, 2022 - December 31, 2022)-1-

Proposals to be resolved:
Proposal No. 1:
Election of Five (5) Directors who are not Audit & Supervisory Committee
Members
Proposal No. 2:
Election of One (1) Director who is an Audit & Supervisory Committee Member
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.
<Request for Your Cooperation in Taking Measures to Prevent the Spread of COVID-19>
 If you are attending the meeting in person, please check your health condition and cooperate withmeasures to prevent the spread of COVID-19, including having your body temperature checked, andapplying alcohol-based sanitizers at the reception. In addition, we recommend wearing a mask at thevenue.
 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 may not be admitted to the venue.
 Administrative staff at the meeting will check their health conditions in advance and wear masks in themeeting.
 The measures described above are subject to change, depending on the status of the spread of COVID19 and announcements made by the government or other relevant organizations during the periodleading up to the meeting. If any operational changes are made, announcements will be posted on theabovementioned Company’s website. Therefore, please check the website before attending the meetingin person.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Election of Five (5) 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, in order to further
strengthen management supervisory functions, we hereby request that the number of Outside Directors who
are not Audit & Supervisory Committee Members be increased by one (1), and propose the election of five (5)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,
Inc.)
Yoshiro Susaki
March
2012
Chairman, Nishimoto Trading Co., Ltd. (currently Wismettac Foods,(January 18, 1958)
Inc.) (current position)
March 2017
Chairman & CEO, the Company[Reappointment]
January 2019
Director, Wismettac Asian Foods, Inc. (current position)
Director, Wismettac Asian Foods, Inc. (Canada) (current position)
Number of shares of
the Company held March 2020
Chairman & President CEO, the Company
2,910,000
January 2023
Chairman & CEO, the Company (current position)[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 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.

-3-

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.)
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 Europe B.V. (current position)
Director, Wismettac Harro Foods Limited (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, SSP Konsumgüter TRADE & CONSULT GmbH (current
position)
Director, COMPTOIRS DES 3 CAPS (current position)

April 2021

Director & CFO, the Company

April 2022

Director, Managing Executive Officer, CFO

April 1985
November 2011
April 2016
May 2017
February 2018
March 2019
March 2020

Yuji Sasa(October 11, 1962)[Reappointment]
Number of shares of
the Company held
1,800

May 2020

January 2023

2

President, Director, Managing Executive Officer, COO, CFO (current
position)
Director & President, Wismettac Asian Foods, Inc. (current position)
Director, Wismettac EMEA Holdings Limited (current position)[Significant concurrent positions]
Director & President, Wismettac Asian Foods, Inc.
Director, Wismettac EMEA Holdings Limited
Director, NTC Wismettac Europe B.V.
Director, Wismettac Harro Foods Limited
Director, SSP Konsumgüter TRADE & CONSULT GmbH
Director, COMPTOIRS DES 3 CAPS
Director, NTC Wismettac Singapore Pte. Ltd.
Director, Wismettac Nippon Foods Co, Ltd.
Director, NTC Wismettac Australia Pty Ltd.
[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 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.

-4-

No.

Name
(Date of birth)

Hiroyuki Shinkai(July 1, 1964)[New appointment]
Number of shares of
the Company held
2,605
3Career summary, positions, responsibilities
and significant concurrent positions
April 1988
Joined Tomen Corporation (currently Toyota Tsusho Corporation)
September 1998 Joined Andersen Consulting (currently Accenture)
October 2002
Joined the Company
December 2005 Director & General Manager of Administration Headquarters,
Nishimoto Trading Co., Ltd. (currently Wismettac Asian Foods, Inc.)
March 2009
Joined CEF Co. Ltd.
October 2010
Joined Takara Shuzo Co., Ltd.
April 2011
General Manager, Overseas Management Department
April 2016
Director & Vice President, Takara Europe Holdings B.V.
May 2018
Rejoined the Company
Chief of Staff, The Chairman’s Office, the Company
March 2020
Executive Officer, Chief of Staff, The Chairman’s Office, General
Manager, Corporate Planning Department, and General Counsel,
Office of General Counsel
February 2021
Director, Sco-Fro Group Limited (current position)
May 2021
Executive Officer, Chief of Staff, The Chairman’s Office, andGeneral Manager, Corporate Planning Department, the Company
January 2022
Director, Ban Choon Marketing Pte. Ltd. (current position)
April 2022
Director, Wismettac Asian Foods, Inc. (current position)
January 2023
Executive Vice President, Chief of Staff, The Chairman’s Office, andGeneral Manager, Corporate Planning Department, the Company(current position)
Director, Wismettac EMEA Holdings Limited (current position)[Significant concurrent positions]
Director, Wismettac Asian Foods, Inc.
Director, Wismettac EMEA Holdings Limited
Director, Ban Choon Marketing Pte. Ltd.
Director, Sco-Fro Group Limited[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. He
subsequently transferred to the food manufacturing business, and served as General Manager of the Overseas
Administration Department, and Vice President of the European Regional Headquarters. Since rejoining theCompany in May 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 for strategy
formulation, budget compilation and the launch of new organizations, etc. from planning to execution, across theGroup’s business divisions and administrative divisions. In addition, since January 2023, he has been fulfilling
his duties and responsibilities properly as Executive Vice President. Based on his experience and achievements,
he is expected to make contributions to further enhancing the Group’s corporate value. Therefore, the Company
requests his election as a Director who is not an Audit & Supervisory Committee Member.

-5-

No.

4

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 the Company
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)
Chairman, Wismettac Foods Shanghai Co., Ltd. (current position)
Hiroshi Tsujikawa
Director, NTC Wismettac Europe B.V. (current position)(February 20, 1960) March 2020
Director, Wismettac Harro Foods Limited (current position)
Director, NTC Wismettac Singapore Pte. Ltd. (current position)[Reappointment]
Director, Wismettac Nippon Foods Co, Ltd. (current position)
Director, NTC Wismettac Australia Pty Ltd. (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.
Chairman, Wismettac Foods Shanghai Co., Ltd.
Director, NTC Wismettac Europe B.V.
Director, Wismettac Harro Foods Limited
Director, SSP Konsumgüter TRADE & CONSULT GmbH
Director, COMPTOIRS DES 3 CAPS
Director, NTC Wismettac Singapore Pte. Ltd.
Director, Wismettac Nippon Foods Co, Ltd.
Director, NTC Wismettac Australia Pty Ltd.
[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Hiroshi Tsujikawa joined the Company 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 requests his reelection as a Director
who is not an Audit & Supervisory Committee Member.

-6-

No.

5

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
June 1979
Joined Department of Neurosurgery, Faculty of Medicine, Juntendo
University
January 1980
Studied at the National Institutes of Health, U.S.
August 1993
Associate Professor, Department of Neurosurgery, Faculty of
Medicine, Juntendo University
April 1995
Studied at Department of Neurosurgery, University of Florida, U.S.
October 2002
Professor, Department of Neurosurgery, Faculty of Medicine,
Juntendo University
April 2008
Director, Juntendo Educational Foundation (current position)
Director, Juntendo University Hospital
April 2011
Dean of Graduate School of Medicine, Dean of Faculty of Medicine,
Juntendo University
Hajime Arai
April 2016
President, Juntendo University (current position)(February 4, 1955)
Director, Association of Private Medical Schools (current position)
May 2016
Director, Saitama Prefecture Saiseikai, Saiseikai Branch, Social[New appointment]
Welfare Organization Saiseikai Imperial Gift Foundation, Inc.
[Outside Director](current position)[Independent
President, Association of Japan Medical Colleges
Director]
October 2017
Executive President, The Japan Neurological Society
April 2020
Emeritus Professor, Juntendo University (current position)
Number of shares of
Director, HAYASHI HOSPITAL (current position)
the Company held
March
2021
Vice President, Lifelong Health and Wellness Association (current―
position)
May 2022
Auditor, Association of Japan Medical Colleges (current position)[Significant concurrent positions]
President, Juntendo University
Emeritus Professor, Juntendo University
Director, Juntendo Educational Foundation
Director, Association of Private Medical Schools
Director, Saitama Prefecture Saiseikai, Saiseikai Branch, Social Welfare Organization
Saiseikai Imperial Gift Foundation, Inc.
Director, HAYASHI HOSPITAL
Vice President, Lifelong Health and Wellness Association
Auditor, Association of Japan Medical Colleges[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 fromdiverse perspectives and 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, theCompany requests his election 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. 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 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 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-7-

into an equivalent directors and officers liability insurance contract that continues to cover the candidates,etc. as insured persons.
4. Mr. Hajime Arai is a candidate for Outside Director. If he is elected as Director and assumes the office ofOutside Director, the Company intends to register him as an Independent Director as prescribed by the
Tokyo Stock Exchange.
5. If Mr. Hajime Arai is elected as Director, the Company intends to enter into an agreement with him to limit
his liability for damages pursuant to Article 423, Paragraph 1 of the Companies Act, in accordance withthe provisions of Article 427, Paragraph 1 of the said Act. The maximum amount of liability for damages
pursuant to the agreement will be the minimum amount stipulated by laws and regulations.

-8-

Proposal No. 2: Election of One (1) Director who is an Audit & Supervisory Committee Member
Mr. Atsuhiko Kimura, a Director who is an Audit & Supervisory Committee Member, will resign at theconclusion of this year’s Annual General Meeting of Shareholders. Accordingly, we hereby propose theelection of one (1) Director who is an Audit & Supervisory Committee Member as a substitute.
The term of office of the Director who is an Audit & Supervisory Committee Member elected at this Annual
General Meeting of Shareholders shall be until the expiration of the term of office of the retired Director who
is an Audit & Supervisory Committee Member, as stipulated in the Articles of Incorporation of the Company.
The consent of the Audit & Supervisory Committee was obtained with respect to this Proposal.
The candidate for Director who is an Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1990
Joined the Company
February 1992
Seconded to Nishimoto Trading Co., Ltd. (currently Wismettac Asian
Foods, Inc.)
August 2003
Regional Director & Los Angeles Branch Manager
July 2004
Regional Director & New Jersey Branch Manager
Toshiyuki Nishikawa March 2006
Director, Sales Management(November 14, 1966) February 2009
Officer, Vice President of Administration, Corporate Secretary
December 2010 Director & Officer, Vice President of Administration, Corporate[New appointment]
Secretary
July 2014
Director, Wismettac Asian Foods, Inc. (Canada) (current position)
Number of shares of
April
2017
Director & Officer, Senior Vice President of Administration,
the Company held
Corporate Secretary, Wismettac Asian Foods, Inc.
―
January 2023
Director & Officer, Senior Vice President (current position)[Significant concurrent positions]
Director & Officer, Senior Vice President, Wismettac Asian Foods, Inc.
Director, Wismettac Asian Foods, Inc. (Canada)
Corporate Auditor, Wismettac Foods, Inc. (scheduled to assume office in March 2023)[Reason for nomination as candidate for Director who is an Audit & Supervisory Committee Member]
Mr. Toshiyuki Nishikawa joined the Group in April 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 election as a
Director who is an Audit & Supervisory Committee Member.
(Notes)1. There are no special interests between the candidate and the Company.
2. 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) are insured. The Company is
responsible for the full amount of the premium for said insurance. The contract shall cover any loss ordamage (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 anomission) committed by the insured in his or her capacity. If the candidate assumes the office of Director
who is an Audit & Supervisory Committee Member, the Company will insure him under the said insurance
contract. As the term of the contract will expire during his term of office, the Company intends to enter
into an equivalent directors and officers liability insurance contract that continues to cover the candidate,etc. as an insured person.

-9-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)
MissionESG
GlobalOrganization
StrategyDX
SDGs
management& HRplanning●●

Hiroyuki
Shinkai
HiroshiTsujikawa●●●

Hajime Arai
Toshiyuki
Nishikawa
Kimikazu
Nomi
YukikoOmura●●

Finance & Legal affairs
accounting
& IP

●
●

●

●
●

●

●

●

●

Compliance&food safety●●

Yuji Sasa

Risk Management(Appropriate risk management)●●●- 10 -●●●