This document has been translated from a part of the Japanese original for reference purposes only. In theevent 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: 4958
Date of sending by postal mail: December 4, 2023
Start date of measures for electronic provision: November 29, 2023

To Our Shareholders
Takao Umino
President & CEO

T. HASEGAWA CO., LTD.
4-4-14, Nihonbashi-honcho, Chuo-ku, Tokyo

Notice of Convocation of the 62nd Annual General Meeting of
Shareholders
We are pleased to announce the 62nd Annual General Meeting of Shareholders of T. HASEGAWA CO.,LTD. (the “Company”), which will be held as described below.
When convening this General Meeting of Shareholders, we will take measures to provide the information
contained in the Reference Documents for the General Meeting of Shareholders, Etc. (items for which themeasures for providing information in electronic format will be taken) electronically and will post them on
the following websites. Please visit those websites and check.
(The Company’s website) https://www.t-hasegawa.co.jp/ (in Japanese)(To view, access this website and select “IR Information,” “Stock Information,” and “General Meeting of
Shareholders” in that order.)(Website for posting of general meeting of shareholders materials) https://d.sokai.jp/4958/teiji/ (in Japanese)(Tokyo Stock Exchange website (Listed Company Search))https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(To view, access the TSE website above, enter “T.HASEGAWA” for “Issue name (company name)” or theCompany’s securities code “4958” (half-width characters) for “Code,” click Search, and select “Basic
information” and “Documents for public inspection/PR information” in that order, then view the “Notice ofGeneral Shareholders Meeting /Informational Materials for a General Shareholders Meeting” under “Filed
information available for public inspection.”)If you are unable to attend the meeting, you may exercise your voting rights via the internet or in writing(by mail). Please exercise your voting rights no later than 5:30 p.m. on Wednesday, December 20, 2023 (JST)after reviewing the Reference Documents for General Meeting of Shareholders.

11. Date and Time:Thursday, December 21, 2023, at 10:00 a.m.
(The reception will commence at 9:00 a.m.)
2. Venue:
Nomura Conference Plaza Nihonbashi, 6F, Grand Hall
Nihonbashi Muromachi Nomura Building (YUITO),
2-4-3, Nihonbashi-muromachi, Chuo-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported
1. The business report, the consolidated financial statements and audit reports of
the Accounting Auditors and the Audit & Supervisory Board for the consolidated
financial statements for the 62nd term (from October 1, 2022 to September 30,
2023)
2. The non-consolidated financial statements for the 62nd term (from October 1,
2022 to September 30, 2023)
Matters to be resolved
Proposal 1
Election of ten (10) Directors
Proposal 2
Election of four (4) Audit & Supervisory Board Members
4. Decisions related to convocation (Guide to exercising voting rights)(1) If you exercise your voting rights in writing (by mail) and there is no indication of your approvalor disapproval of a proposal on the Voting Card, we will consider you to approve of the proposal.
(2) If you exercise your voting rights multiple times via the internet, the last exercise of your voting
rights will be treated as valid.
(3) If you exercise your voting rights both online and in writing (by mail), the exercise of your voting
rights via the internet will be treated as valid regardless of the date and time of arrival.

◎◎◎

If you attend the meeting in person, please submit the Voting Card at the venue’s reception.
If any revisions are made to the items subject to measures for electronic provision, we will post the original and revised
contents on each of the above-mentioned websites.
At this General Meeting of Shareholders, we will uniformly send this document containing the items subject to measuresfor electronic provision as before, regardless of whether or not a request is made for the document to be delivered.
However, the following matters are not included in this document based on laws and regulations and Article 17, Paragraph
2 of the Articles of Incorporation of the Company.
(i) The status of stock acquisition rights, the system for ensuring properness of operations, and the outline of theoperating status of system for ensuring properness of operations in the business report(ii) The consolidated statements of changes in equity and the notes to consolidated financial statements in the
consolidated financial statements(iii) The non-consolidated statements of changes in equity and the notes to non-consolidated financial statements in the
non-consolidated financial statements
Accordingly, this document constitutes a part of the documents that were audited by the Audit & Supervisory Board
Members and the Accounting Auditors in preparing the audit reports.

2

Reference Documents for General Meeting of Shareholders
Proposal 1

Election of ten (10) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this Annual General Meetingof Shareholders. In that regard, we request the election of ten (10) Directors, increasing the number of
Directors by two (2) to enhance the management system. Nomination of the candidates for Director has
passed through the deliberation process by the voluntary Appointment Committee of which a majority of themembers are independent outside Directors.
The candidates for Director are as follows:
No.

Name

Position in the Company

1

Takao Umino(male)

President & CEO

Re-election

2

Yoshiaki Chino(male)

Representative Director & Deputy President

Re-election

3

Minoru Nakamura(male)

Director & Senior Executive Vice President

Re-election

4

Tetsuya Nakamura(male)

Director & Executive Vice President

Re-election

5

Koichiro Kato

(male)

Director & Executive Vice President

Re-election

6

Kenji Hasegawa(male)

Executive Vice President

New candidate

7

Shingo Ohkado(male)

Outside Director

Re-election
OutsideIndependent

8

Takao Yuhara(male)

Outside Director

Re-election
OutsideIndependent

9

Akiko Izumi(female)Outside Director

Re-election
OutsideIndependent

10

Paul Dupuis(male)–New candidate
OutsideIndependentRe-election:
New candidate:Outside:Independent:

Candidate for Director to be re-elected
New candidate for Director
Candidate for outside Director
Independent director/auditor as defined by the securities exchange

3

No.

Name
(Date of birth)

Takao Umino(March 22, 1947)1
Re-election

Career summary, position and responsibilities in the Company(Important concurrent positions)Apr. 1970

Joined The Mitsui Bank, Limited (now Sumitomo
Mitsui Banking Corporation)

Jun. 2004

Representative Director and President of Sakura
Card Co., Ltd. (now SMBC Finance Service Co.,
Ltd.)

Jun. 2008

Joined the Company; Senior Advisor

Dec. 2008

Director & Senior Executive Vice President of theCompany, second in charge of Administration

Dec. 2009

In charge of Administration

Dec. 2010

In charge of Overseas Business (now Global
Business)

Dec. 2014

Director, Deputy President & CFO of the Company

Nov. 2017

President & COO of the Company

Dec. 2021

President & CEO of the Company (present)

Number ofCompany’s
shares held

15,900(Responsibilities in the Company)
In charge of Audit Division and Quality Assurance Division(Important concurrent positions)
Director (Chairman) of T. HASEGAWA U.S.A., INC.
Director (Chairman) of MISSION FLAVORS & FRAGRANCES,
INC.
[Reasons for nomination as a candidate for Director]
As President & CEO of the Company, Mr. Umino demonstrates superior leadership in his role of being in charge of theCompany as a whole, and supervises the execution of business of the Company. From his long-standing and abundant
experience in the financial sector and in the area of global business, he possesses a broad range of specialist knowledge
and keen insight into the overall corporate management and global business operations. Since assuming office as President
in 2017, he has focused on the establishment of an organizational foundation that can flexibly respond to changes in thebusiness environment, reform of awareness, and development of human resources. To achieve growth in overseas markets,
which is included in the Company’s basic policy, he has proactively promoted global strategies, such as leading an
acquisition project by a U.S. subsidiary. We have nominated him as a candidate for Director as we expect he will continue
to contribute to the sustainable growth of the Company and the improvement of corporate value.
[Special interest between the candidate and the Company]
There is no special interest between him and the Company.
[Outline of details of directors and officers liability insurance policy]
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph(1) of the Companies Act, with an insurance company. The policy covers compensation for damages and litigation
expenses, etc., that insureds are liable for in cases where a claim for damages has been filed by shareholders or a third
party, etc. He is currently a Director of the Company and is included as an insured in said insurance policy. If his reelection is approved, he will continue to be included as an insured in said insurance policy. The Company intends to renew
this insurance policy with the same terms and conditions during his term of office.

4

No.

Name
(Date of birth)

Yoshiaki Chino(January 25, 1950)
2
Re-election

Career summary, position and responsibilities in the Company(Important concurrent positions)Apr. 1972

Joined the Company

Dec. 2003

Executive General Manager; General Manager ofFood Materials Division of the Company

Dec. 2006

Senior Vice President; Deputy General Manager of
Fukaya Production Center of the Company

Dec. 2007

General Manager of Fukaya Production Center of
the Company

Dec. 2011

Executive Vice President of the Company

Dec. 2014

Director & Senior Executive Vice President of theCompany

Nov. 2015

President of T. HASEGAWA FLAVOURS ANDFRAGRANCES (SHANGHAI) CO., LTD.

Oct. 2018

General Manager of R&D Center of the Company

Oct. 2020

Number ofCompany’s
shares held

11,380

Director, Deputy President of the Company
General Manager of Business Solution Division of
the Company

Dec. 2021

Representative Director & Deputy President of theCompany (present)(Responsibilities in the Company)
In charge of the Production[Reasons for nomination as a candidate for Director]
As Representative Director, Mr. Chino has been appropriately fulfilling such roles as making decisions on importantmatters of management and supervising the execution of business. He has served in key positions in the Company overmany years, in the areas of research, production, procurement, etc. and possesses abundant experience and broad
knowledge. As General Manager of R&D Center of the Company since October 2018, he led the organizational
revitalization and productivity improvement of Research & Development, and from October 2020, as General Manager ofBusiness Solution Division of the Company, which is in charge of research, sales, and marketing, he promoted the creationof an organization that provides customers with accurate solutions that take advantage of the Company’s comprehensive
strength. Since July 2023, he has overseen Production and promoted initiatives such as improving the environment for
occupational safety and health at production sites, rebuilding factories to respond to changes in the products produced, andintegration of production equipment. We have nominated him as a candidate for Director as we expect he will continue tocontribute to the sustainable growth of the Company and the improvement of corporate value.
[Special interest between the candidate and the Company]
There is no special interest between him and the Company.
[Outline of details of directors and officers liability insurance policy]
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph(1) of the Companies Act, with an insurance company. The policy covers compensation for damages and litigation
expenses, etc., that insureds are liable for in cases where a claim for damages has been filed by shareholders or a third
party, etc. He is currently a Director of the Company and is included as an insured in said insurance policy. If his reelection is approved, he will continue to be included as an insured in said insurance policy. The Company intends to renew
this insurance policy with the same terms and conditions during his term of office.

5

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company(Important concurrent positions)Apr. 1981

Joined Nippon Kokan Ltd. (now JFE Engineering
Corporation)

Aug. 1988

Joined The Mitsui Bank, Limited (now Sumitomo
Mitsui Banking Corporation)

Number ofCompany’s
shares held

Seconded to Mitsui Institute of Research Inc. (nowThe Japan Research Institute, Limited)
Minoru Nakamura(September 5, 1955)

3
Re-election

Sep. 2006

Joined the Company; Chief Administrator,
Corporate Planning DivisionDec. 2011

Executive General Manager; General Manager ofCorporate Planning Division, and General Manager
of Information Systems Division of the Company

Dec. 2013

Senior Vice President of the Company

Dec. 2015

Executive Vice President; General Manager ofCorporate Planning Division, and General Manager
of Human Resources Division of the Company

Dec. 2017

Director & Executive Vice President of theCompany

Oct. 2020

Director & Senior Executive Vice President of theCompany (present)

12,500(Responsibilities in the Company)
In charge of Administration(Important concurrent positions)Representative Director and President of T. HASEGAWA
BUSINESS SERVICE CO., LTD.
[Reasons for nomination as a candidate for Director]
As Director, Mr. Nakamura has been appropriately fulfilling such roles as making decisions on important matters ofmanagement and supervising the execution of business. Having experience in management consulting and having servedin key positions in the Company’s Administration, he possesses abundant specialist knowledge relating to overallmanagement and keen insight. As Senior Executive Vice President of the Company, he is in charge of Administration andpromotes various measures that lead to improvement of medium- to long-term performance, such as compliance, risk
management, operational streamlining, human resources development, and sustainability-oriented business strategies. We
have nominated him as a candidate for Director as we expect he will continue to contribute to the sustainable growth of
the Company and the improvement of corporate value.
[Special interest between the candidate and the Company]
There is no special interest between him and the Company.
[Outline of details of directors and officers liability insurance policy]
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph(1) of the Companies Act, with an insurance company. The policy covers compensation for damages and litigation
expenses, etc., that insureds are liable for in cases where a claim for damages has been filed by shareholders or a third
party, etc. He is currently a Director of the Company and is included as an insured in said insurance policy. If his reelection is approved, he will continue to be included as an insured in said insurance policy. The Company intends to renew
this insurance policy with the same terms and conditions during his term of office.

6

No.

Name
(Date of birth)

Tetsuya Nakamura(March 12, 1959)
4
Re-election

Career summary, position and responsibilities in the Company(Important concurrent positions)Apr. 1982

Joined the Company

Apr. 2002

General Manager of Department No. 6, TechnicalResearch Institute of the Company

Dec. 2011

Executive General Manager of the Company

Dec. 2013

Deputy General Manager of Technical ResearchInstitute of the Company

Dec. 2014

Senior Vice President of the Company

Jan. 2016

General Manager of Innovative Research Instituteof the Company

Oct. 2018

General Manager of Technical Research Institute of
the Company

Oct. 2019

Executive Vice President and Deputy General
Manager of R&D Center of the Company

Oct. 2020

General Manager of R&D Center of the Company(present)

Dec. 2021

Director & Executive Vice President of theCompany (present)

Jul. 2023

Deputy General Manager of Business Solution
Division of the Company (present)

Number ofCompany’s
shares held

6,982

(Responsibilities in the Company)
In charge of Research & Development and second in charge of
Quality Assurance Division, Business Solutions Planning
Department, and Production[Reasons for nomination as a candidate for Director]
As Director, Mr. Nakamura has been appropriately fulfilling such roles as making decisions on important matters ofmanagement and supervising the execution of business. He has abundant experience and broad knowledge, having servedin key positions in the Company over many years in the area of R&D. As an Executive Vice President, he is in charge of
Research & Development, facilitates organic cooperation between Research & Development and other departments,
acceleration of Research & Development, and further improvements in technological development capability throughorganizational and work reforms and other initiatives, and promotes strategic research and development. Since July 2023,
he has been involved in the operations of the Production Department, concentrating on strengthening cooperation between
Research & Development and Production. We have nominated him as a candidate for Director as we expect he willcontinue to contribute to the sustainable growth of the Company and the improvement of corporate value.
[Special interest between the candidate and the Company]
There is no special interest between him and the Company.
[Outline of details of directors and officers liability insurance policy]
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph(1) of the Companies Act, with an insurance company. The policy covers compensation for damages and litigation
expenses, etc., that insureds are liable for in cases where a claim for damages has been filed by shareholders or a third
party, etc. He is currently a Director of the Company and is included as an insured in said insurance policy. If his reelection is approved, he will continue to be included as an insured in said insurance policy. The Company intends to renew
this insurance policy with the same terms and conditions during his term of office.

7

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company(Important concurrent positions)Apr. 1983

Joined Mitsubishi Corporation

Dec. 1987

Worked at the Yanbu Office in Saudi Arabia of
Mitsubishi Corporation

Dec. 1996

Worked as an overseas resident employee inSoutheast Asia (Thailand, Indonesia, andMyanmar) until September 2009

Sep. 2011

Joined International Medical Volunteers Japan
Heart (served as Secretary General of Board of
Directors and Full-time Director of Board of
Directors)

Jul. 2017

Joined the Company; Senior Advisor (Global
Business Division)

Jan. 2018

Senior Vice President of the Company

Apr. 2018

Seconded to Peresscol Sdn.Bhd. (now T
HASEGAWA FLAVOURS (KUALA LUMPUR)
SDN.BHD.) (Malaysia)

Oct. 2018

Director of Peresscol Sdn.Bhd. (now T
HASEGAWA FLAVOURS (KUALA LUMPUR)
SDN.BHD.) (Malaysia)

Koichiro Kato
(September 9, 1958)

5
Re-election

Number ofCompany’s
shares held

2,000

Director (Chairman) of
T.HASEGAWA(SOUTHEAST ASIA) CO., LTD.
(Thailand)
President Commissioner of PT.HASEGAWAFLAVOURS AND FRAGRANCES INDONESIA
Oct. 2020

Executive Vice President of the Company
General Manager of Business Solutions Planning
Department of the Company

Dec. 2021

Director & Executive Vice President of theCompany (present)

Jul. 2023

General Manager of Business Solution Division of
the Company (present)(Responsibilities in the Company)
In charge of Business Solutions Planning Department, Sales, andMarketing Division[Reasons for nomination as a candidate for Director]
As Director, Mr. Kato has been appropriately fulfilling such roles as making decisions on important matters of management
and supervising the execution of business. In addition to possessing a wealth of knowledge and broad experience pertaining
to the global sector cultivated through his service at a general trading company over many years, he was involved inmanagement as a Director of a local corporation based in Malaysia, and devised and promoted the strategy for the entiretyof the Southeast Asian region as the supervisor of said region. Since then, he has been in charge of sales and marketing as
Executive Vice President and been involved in initiatives such as strengthening cooperation between Sales, Research &Development, and Marketing and reforming operations. Since July 2023, he has taken on the role of General Manager ofthe Business Solutions Division, who oversees research, sales, and marketing, and is further strengthening solution sales
by leveraging interdepartmental collaboration and promoting a wide range of initiatives aimed at further contributing tocustomer success. We have nominated him as a candidate for Director as we expect he will continue to contribute to thesustainable growth of the Company and the improvement of corporate value.
[Special interest between the candidate and the Company]
There is no special interest between him and the Company.
[Outline of details of directors and officers liability insurance policy]
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph(1) of the Companies Act, with an insurance company. The policy covers compensation for damages and litigation
expenses, etc., that insureds are liable for in cases where a claim for damages has been filed by shareholders or a third
party, etc. He is currently a Director of the Company and is included as an insured in said insurance policy. If his reelection is approved, he will continue to be included as an insured in said insurance policy. The Company intends to renew
this insurance policy with the same terms and conditions during his term of office.

8

No.

Name
(Date of birth)

Kenji Hasegawa(March 1, 1962)
6New
candidate

Career summary, position and responsibilities in the Company(Important concurrent positions)Apr. 1985

Joined Nakano Sumise Co., Ltd (now Mizkan
Holdings Co., Ltd.)

Apr. 2003

Senior Vice President and Legal Team Leader,Mizkan Group Corporation Co., Ltd (now Mizkan
Holdings Co., Ltd.)May 2006

Director of Mizkan Group Corporation Co., Ltd(now Mizkan Holdings Co., Ltd.)

Oct. 2013

Senior Managing Director of Mizkan Group
Corporation Co., Ltd (now Mizkan Holdings Co.,Ltd.)

May 2014

President & COO of Mizkan Holdings Co., Ltd.

Jun. 2017

Outside Director of UNIZO Holdings Company,
LimitedJul. 2020

Joined the Company; Senior Advisor (Corporate
Planning Division)

Oct. 2020

Senior Vice President; General Manager ofCorporate Planning Division of the Company

Dec. 2022

General Manager of Business Solutions Planning
Department of the Company (present)

Mar. 2023

Executive Vice President of the Company (present)

Number ofCompany’s
shares held

700

(Responsibilities in the Company)
Second in charge of Sales and Marketing Division[Reasons for nomination as a candidate for Director]
Mr. Hasegawa has a wealth of experience gained through many years of working at a major food manufacturer, as well asa wide range of knowledge gained through corporate management experience serving as the President and COO of that
manufacturer. Since joining the Company, he has worked as a Senior Vice President in the Corporate Planning Division,working on duties such as mid-term plan formulation, sustainability report creation, and IR, and then in the Business
Solutions Planning Department, where he worked on cross-departmental collaboration, formulation of strategy, reform ofoperations, and other initiatives aimed at further improving customer success. Starting in March 2023, he has continued
to focus on promoting a variety of measures as an Executive Vice President. We have nominated him as a candidate for
Director as we expect he will contribute to the sustainable growth of the Company and the improvement of its corporate
value by applying such experience and knowledge to important decision-making and supervisory functions of the Boardof Directors.
[Special interest between the candidate and the Company]
There is no special interest between him and the Company.
[Outline of details of directors and officers liability insurance policy]
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph(1) of the Companies Act, with an insurance company. The policy covers compensation for damages and litigation
expenses, etc., that insureds are liable for in cases where a claim for damages has been filed by shareholders or a third
party, etc. He is currently an Executive Vice President of the Company and is included as an insured in said insurance
policy. If his election as Director is approved, he will continue to be included as an insured in said insurance policy. The
Company intends to renew this insurance policy with the same terms and conditions during his term of office.

9

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company(Important concurrent positions)Apr. 1971

Joined TOPPAN PRINTING CO., LTD. (nowTOPPAN Holdings Inc.)

Jan. 1979

Director of the Australian subsidiary of TOPPANPRINTING CO., LTD. (worked in Sydney until
March 1987)

Jan. 1991

Vice President, Head of Sales and Marketing ofToppan USA, Inc. (worked in New York until
March 1998)

Shingo OhkadoMar. 1998(September 22, 1946)

Served as General Manager of Overseas Sales
Promotion, Information & Publication Division,and General Manager of Sales and Marketing of
TOPPAN PRINTING CO., LTD. (now TOPPAN
Holdings Inc.) until March 2000

Mar. 2000

President & CEO of Toppan USA, Inc. (worked in
New York)

Mar. 2003

Head of International Division of TOPPANPRINTING CO., LTD. (now TOPPAN Holdings
Inc.)

Jun. 2004

Director, Head of International Division of
TOPPAN PRINTING CO., LTD.

Jun. 2008

Managing Director, Head of International Divisionof TOPPAN PRINTING CO., LTD.

Jun. 2011

Outside audit & supervisory board member of Toyo
Ink SC Holdings Co., Ltd.

Dec. 2014

Outside Audit & Supervisory Board Member of theCompany

Dec. 2015

Outside Director of the Company (present)

7
Re-election
OutsideIndependent

Number ofCompany’s
shares held

0[Special notes on candidate for outside Director]
Mr. Ohkado is a candidate for outside Director as provided by Article 2, paragraph (3), item (vii) of the Regulation for
Enforcement of the Companies Act.
He is presently an outside Director of the Company. At the conclusion of this Annual General Meeting of Shareholders,
his term of office as an outside Director will have been eight (8) years. His total term of office, including his time as an
outside Audit & Supervisory Board Member, will have been nine (9) years.
[Reasons for nomination as a candidate for outside Director and outline of the expected role]He engaged in overseas sales, the management of a local corporation based in the U.S., and other global duties at a major
printing company. Utilizing his keen insight as well as his wealth of experience and broad knowledge cultivated throughthat career, he proactively offers advice and suggestions for securing the appropriateness and properness of decisionmaking by the Board of Directors from a neutral and objective point of view in his capacity as an outside Director. The
Company expects that he will continue to fulfill these roles in the future.
We have nominated him as a candidate for outside Director as we believe that he will appropriately fulfill these roles andcontribute to the reinforcement of the decision-making functions and supervisory functions of the Board of Directors.
[Special interest between the candidate and the Company]
There is no special interest between him and the Company.
[Matters concerning independent director/auditor]
He satisfies the requirements for an independent director/auditor in accordance with the rules of the Tokyo Stock Exchange
and the standards set by the Company for Independence Criteria for Outside Officers. The Company presently specifies
him as an independent director/auditor and has submitted notification to the aforementioned exchange. If his re-election
is approved, the Company intends to continuously specify him as an independent director/auditor.
[Outline of details of contract for limitation of liability]
The Company presently enters into a contract for limitation of liability with him in accordance with the provisions ofArticle 427, paragraph (1) of the Companies Act, where the upper limit of liability for damages under the provisions ofArticle 423, paragraph (1) of the Companies Act shall be the minimum liability amount as provided by laws andregulations. If his re-election is approved, the Company intends to continue the said contract.
[Outline of details of directors and officers liability insurance policy]
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph(1) of the Companies Act, with an insurance company. The policy covers compensation for damages and litigation
expenses, etc., that insureds are liable for in cases where a claim for damages has been filed by shareholders or a third
party, etc. He is currently a Director of the Company and is included as an insured in said insurance policy. If his reelection is approved, he will continue to be included as an insured in said insurance policy. The Company intends to renew
this insurance policy with the same terms and conditions during his term of office.

10

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company(Important concurrent positions)Apr. 1969

Joined Nippon Chemical Industrial Co., Ltd.

May 1971

Joined Sony Corporation (now Sony Group
Corporation)

Mar. 1987

Deputy President of Sony International (Singapore)
Ltd.

Jun. 2003

Corporate Senior Vice President and Group CFO ofSony Corporation (now Sony Group Corporation)

Jun. 2004

Corporate Executive, Officer in charge of Financeand IR of Sony Corporation

Dec. 20078
Re-election

Managing Executive Officer of Zensho Co., Ltd.
(now ZENSHO HOLDINGS CO., LTD.)

Jun. 2008

Director of Zensho Co., Ltd. (now ZENSHOHOLDINGS CO., LTD.)

OutsideJun. 2008

Outside Audit & Supervisory Board Member of
Ricoh Company, Ltd.

May 2011

Managing Director and CFO of Zensho Co., Ltd.
(now ZENSHO HOLDINGS CO., LTD.)

Jun. 2013

Outside Audit & Supervisory Board Member ofmofiria Corporation

Jun. 2014

Outside Audit & Supervisory Board Member of
KAMEDA SEIKA CO., LTD.

Jun. 2015

Outside Audit & Supervisory Board Member of
Leopalace21 Corporation

Dec. 2015

Outside Audit & Supervisory Board Member of theCompany

Dec. 2019

Outside Director of the Company (present)

Takao Yuhara(June 7, 1946)

Independent

11

Number ofCompany’s
shares held0

[Special notes on candidate for outside Director]
Mr. Yuhara is a candidate for outside Director as provided by Article 2, paragraph (3), item (vii) of the Regulation for
Enforcement of the Companies Act.
He is presently an outside Director of the Company. At the conclusion of this Annual General Meeting of Shareholders,
his term of office as an outside Director will have been four (4) years. His total term of office, including his time as an
outside Audit & Supervisory Board Member, will have been eight (8) years.
[Reasons for nomination as a candidate for outside Director and outline of the expected role]
Based on his keen insight and broad experience regarding corporate management cultivated through many years ofexperience, he proactively offers advice and suggestions for securing the appropriateness and properness of decisionmaking by the Board of Directors from a neutral and objective point of view in his capacity as an outside Director. The
Company expects that he will continue to fulfill these roles in the future.
We have nominated him as a candidate for outside Director as we believe that he will appropriately fulfill these roles andcontribute to the reinforcement of the decision-making functions and supervisory functions of the Board of Directors.
During 2018 and 2019, at Leopalace21 Corporation, where he served as an outside Audit & Supervisory Board Member
from his appointment to the position in June 2015 until June 2023, authorities found cases where apartment buildings
Leopalace21 Corporation constructed in the past were equipped with inadequate partition walls, and furthermore thatpartition walls, external walls and ceilings did not comply with legal specifications. Although he had been unaware of thesituation until it came to light, he had been calling attention to such matters on a regular basis by making recommendations
from a compliance perspective at meetings of Leopalace21 Corporation’s Board of Directors and other such forums.
Subsequent to the situation coming to light, he appropriately fulfilled his responsibilities in that regard, particularly interms of investigating all facts, pinpointing the causes, preventing recurrence and enhancing governance.
[Special interest between the candidate and the Company]
There is no special interest between him and the Company.
[Matters concerning independent director/auditor]
He satisfies the requirements for an independent director/auditor in accordance with the rules of the Tokyo Stock Exchange
and the standards set by the Company for Independence Criteria for Outside Officers. The Company presently specifies
him as an independent director/auditor and has submitted notification to the aforementioned exchange. If his re-election
is approved, the Company intends to continuously specify him as an independent director/auditor.
[Outline of details of contract for limitation of liability]
The Company presently enters into a contract for limitation of liability with him in accordance with the provisions ofArticle 427, paragraph (1) of the Companies Act, where the upper limit of liability for damages under the provisions ofArticle 423, paragraph (1) of the Companies Act shall be the minimum liability amount as provided by laws andregulations. If his re-election is approved, the Company intends to continue the said contract.
[Outline of details of directors and officers liability insurance policy]
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph(1) of the Companies Act, with an insurance company. The policy covers compensation for damages and litigation
expenses, etc., that insureds are liable for in cases where a claim for damages has been filed by shareholders or a third
party, etc. He is currently a Director of the Company and is included as an insured in said insurance policy. If his reelection is approved, he will continue to be included as an insured in said insurance policy. The Company intends to renew
this insurance policy with the same terms and conditions during his term of office.

12

No.

Name
(Date of birth)

Akiko Izumi(December 2, 1961)

Career summary, position and responsibilities in the Company(Important concurrent positions)Mar. 1984

Joined Fukutake Publishing Co., Ltd. (nowBenesse Corporation)

Mar. 1987

News announcer of Nippon Shortwave
Broadcasting Corporation (now NIKKEI RADIO
BROADCASTING CORPORATION) until
February 1988

Mar. 1988

Freelance announcer/caster until March 2000

Sep. 2000

Daily Life and Economic Journalist /Certified
Financial Planner (CFP®) /Human Resource
Development Consultant (present)● Promoted lectures, training sessions andconsulting activities mainly focused on work
style reform, the promotion of women’s active
participation in the workplace, human resources
development and effective communication. She
also served as a member of the advisory board
or as a part-time officer at companies andpublic interest incorporated foundations, and as
a committee member at public institutions.

9Re-election
OutsideIndependent
Sep. 2007

Established Platinum Concierge Co., Ltd.;
Representative Director and President

Aug. 2016

Director and Chairman of Platinum Concierge Co.,
Ltd.

Jan. 2021

Counselor of Platinum Concierge Co., Ltd.
(present)

Dec. 2021

Outside Director of the Company (present)(Important concurrent positions)Board Member of Japan Pension Service
Part-time Director of The Nippon Foundation

13

Number ofCompany’s
shares held0

[Special notes on candidate for outside Director]
Ms. Izumi is a candidate for outside Director as provided by Article 2, paragraph (3), item (vii) of the Regulation for
Enforcement of the Companies Act.
She is presently an outside Director of the Company. At the conclusion of this Annual General Meeting of Shareholders,
her term of office as an outside Director will have been two (2) years.
[Reasons for nomination as a candidate for outside Director and outline of the expected role]
Leveraging her keen insight cultivated through her experience in professions such as daily life and economic journalist
and financial planner as well as specialization in sectors such as work style reforms, human resource development, anddiversity promotion, she actively offers advice and suggestions on matters for securing the appropriateness and propernessof decision-making by the Board of Directors from a neutral and objective point of view as an outside Director. The
Company expects that she will continue to fulfill these roles in the future.
We have nominated her as a candidate for outside Director as we believe that she will appropriately fulfill these roles andcontribute to the reinforcement of the decision-making functions and supervisory functions of the Board of Directors.
[Special interest between the candidate and the Company]
There is no special interest between her and the Company.
[Matters concerning independent director/auditor]
She satisfies the requirements for an independent director/auditor in accordance with the rules of the Tokyo Stock
Exchange and the standards set by the Company for Independence Criteria for Outside Officers. The Company presently
specifies her as an independent director/auditor and has submitted notification to the aforementioned exchange. If her reelection is approved, the Company intends to continuously specify her as an independent director/auditor.
[Outline of details of contract for limitation of liability]
The Company presently enters into a contract for limitation of liability with her in accordance with the provisions of Article
427, paragraph (1) of the Companies Act, where the upper limit of liability for damages under the provisions of Article
423, paragraph (1) of the Companies Act shall be the minimum liability amount as provided by laws and regulations. If
her re-election is approved, the Company intends to continue the said contract.
[Outline of details of directors and officers liability insurance policy]
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph(1) of the Companies Act, with an insurance company. The policy covers compensation for damages and litigation
expenses, etc., that insureds are liable for in cases where a claim for damages has been filed by shareholders or a third
party, etc. She is currently a Director of the Company and is included as an insured in said insurance policy. If her reelection is approved, she will be included as an insured in said insurance policy. The Company intends to renew thisinsurance policy with the same terms and conditions during her term of office.

14

No.

10
New
candidateOutsideName(Date of birth)

Paul Dupuis(February 11, 1968)

Career summary, position and responsibilities in the Company(Important concurrent positions)Apr. 1998

Joined Osaka Kunei Jogakuin;
Director, International Programs

May 2005

Joined OIC K.K; Managing Director (Expo 2005
AICHI, JAPAN, Canadian Pavilion)

Aug. 2005

Joined Wall Street Associates K.K. (now en world
Japan K.K.); Head of S.E Asia

Jul. 2011

Asia Representative of en world Japan K.K.
(worked in Singapore)

Sep. 2013

Joined Randstad K.K.; Board Member

Apr. 2017

COO of Randstad India, Private Ltd.

May 2017

Managing Director & Chief Executive Officer ofRandstad India, Private Ltd.

Jul. 2021

Chairman & Chief Executive Officer of Randstad
K.K. (present)

Independent

Number ofCompany’s
shares held

0

(Important concurrent positions)
Chairman & Chief Executive Officer of Randstad K.K. (scheduled
to retire in January 2024)
Board Member (ex-Chairman) of HOPE International Development
Agency, Japan (NGO)[Special notes on candidate for outside Director]
Mr. Dupuis is a candidate for outside Director as provided by Article 2, paragraph (3), item (vii) of the Regulation for
Enforcement of the Companies Act.
[Reasons for nomination as a candidate for outside Director and outline of the expected role]
He has served as Managing Director and CEO of the Indian subsidiary and Chairman & CEO of the Japanese subsidiaryof a global comprehensive human resources services company, and has a wealth of experience and wide-ranging
knowledge regarding corporate management in Japan and overseas. We expect him to utilize this experience andknowledge to provide advice and recommendations from a neutral and objective perspective to ensure the validity andappropriateness of decision-making by the Board of Directors. We have nominated him as a candidate for outside Director
as we believe that he will appropriately fulfill these roles and contribute to the reinforcement of the decision-making
functions and supervisory functions of the Board of Directors.
[Special interest between the candidate and the Company]
The Company has business transactions regarding temporary staffing with Randstad K.K. where he serves as Chairman &Chief Executive Officer. However, the annual transaction amount is negligible as it accounted for less than 0.1% of theconsolidated net sales of the Company and the said company.
[Matters concerning independent director/auditor]
The Company has business transactions regarding temporary staffing with Randstad K.K. where he serves as Chairman &Chief Executive Officer. However, since the annual transaction amount is negligible as it accounted for less than 0.1% of
the consolidated net sales of the Company and the said company, and because he satisfies the requirements for an
independent director/auditor in accordance with the rules of the Tokyo Stock Exchange and the standards set by theCompany for Independence Criteria for Outside Officers, the Company judges that this will not impact his independence.
Based on the above, the Company intends to submit notification that specifies him as an independent director/auditor to
the aforementioned exchange if his election as Director is approved.
[Outline of details of contract for limitation of liability]
If his election as Director is approved, the Company intends to enter into a contract for limitation of liability with him in
accordance with the provisions of Article 427, paragraph (1) of the Companies Act, where the upper limit of liability fordamages under the provisions of Article 423, paragraph (1) of the Companies Act shall be the minimum liability amountas provided by laws and regulations.
[Outline of details of directors and officers liability insurance policy]
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph(1) of the Companies Act, with an insurance company. The policy covers compensation for damages and litigation
expenses, etc., that insureds are liable for in cases where a claim for damages has been filed by shareholders or a third
party, etc. If his election as Director is approved, he will be included as an insured in said insurance policy. The Company
intends to renew this insurance policy with the same terms and conditions during his term of office.

15

Proposal 2

Election of four (4) Audit & Supervisory Board Members

The terms of office of all four (4) Audit & Supervisory Board Members will expire at the conclusion ofthis Annual General Meeting of Shareholders. Accordingly, we request the election of four (4) Audit &Supervisory Board Members.
Consent of the Audit & Supervisory Board has been obtained concerning this proposal.
Nomination of the candidates for Audit & Supervisory Board Member has passed through the deliberation
process by the voluntary Appointment Committee of which a majority of the members are independent
outside Directors.
The candidates for Audit & Supervisory Board Member are as follows.
No.

Name

1

Takehiro Matsumoto(male)

Full-time Audit & Supervisory Board Member

Re-election

2

Tomoyoshi Arita(male)

Outside Audit & Supervisory Board Member

Re-election
OutsideIndependent

3

Kazuhito Yamamura(male)

Outside Audit & Supervisory Board Member

Re-election
OutsideIndependent

4

Maki Suzuki(female) –Re-election:
New candidate:Outside:Independent:

Position in the Company

New candidate
OutsideIndependent

Candidate for Audit & Supervisory Board Member to be re-elected
New candidate for Audit & Supervisory Board Member
Candidate for outside Audit & Supervisory Board Member
Independent director/auditor as defined by the securities exchange

16

No.

1
Re-election

Name(Date of birth)

Takehiro Matsumoto(May 12, 1963)

Career summary and position in the Company(Important concurrent positions)Apr. 1986

Joined Taiyo Kobe Bank (now Sumitomo Mitsui
Banking Corporation)

Dec. 1995

Vice President of New York Branch, Sakura Bank
(now Sumitomo Mitsui Banking Corporation)

Apr. 2003

Executive Vice President of Sumitomo Mitsui
Banking Corporation of Canada

Apr. 2010

General Manager of Asia Pacific Training
Department, Planning Department, International
Banking Unit of Sumitomo Mitsui Banking
Corporation

May 2016

President of SMBC SSC Sdn. Bhd. (in Malaysia)

May 2018

Senior Auditor of Internal Audit Department of
Sumitomo Mitsui Banking Corporation

Jul. 2019

Joined the Company; Executive Administrator

Oct. 2019

Executive General Manager; General Manager ofAuditing Division of the Company

Oct. 2021

Senior Vice President of the Company

Dec. 2021

Full-time Audit & Supervisory Board Member of
the Company (present)

Number ofCompany’s
shares held

0

[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
Mr. Matsumoto appropriately conducts audits of the Company management from a fair and neutral standpoint, as a fulltime Audit & Supervisory Board Member. He has wide-ranging knowledge and abundant business experience that includes
overseeing broad duties that include sales, administration, work as an overseas resident employee and auditing throughhis service at a financial institution for many years, and was also involved in subsidiary management. Additionally, sincejoining the Company, he has been engaged in duties pertaining to internal audits and internal controls and other endeavors
as General Manager of the Auditing Department, and has contributed to the reinforcement of the governance structure of
the Company group as a whole. We have nominated him as a candidate for Audit & Supervisory Board Member as we
believe that he will be able to continue to appropriately perform his duties in that capacity by utilizing his aforementioned
wealth of knowledge and experience.
[Special interest between the candidate and the Company]
There is no special interest between him and the Company.
[Outline of details of directors and officers liability insurance policy]
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph(1) of the Companies Act, with an insurance company. The policy covers compensation for damages and litigation
expenses, etc., that insureds are liable for in cases where a claim for damages has been filed by shareholders or a third
party, etc. He is currently an Audit & Supervisory Board Member of the Company and is included as an insured in said
insurance policy. If his re-election is approved, he will continue to be included as an insured in said insurance policy. The
Company intends to renew this insurance policy with the same terms and conditions during his term of office.

17

No.

Name
(Date of birth)

Tomoyoshi Arita(February 1, 1948)

Career summary and position in the Company(Important concurrent positions)Apr. 1974

Appointed as a prosecutor of Kobe District Public
Prosecutors Office

Aug. 2002

Prosecutor of Supreme Public Prosecutors Office

Sep. 2005

Director-General of Public Safety Division ofSupreme Public Prosecutors Office

Jul. 2007

Superintending Prosecutor of Takamatsu High
Public Prosecutors Office

Jul. 2008

Superintending Prosecutor of Sendai High Public
Prosecutors OfficeJan. 2009

Superintending Prosecutor of Fukuoka High Public
Prosecutors Office

Apr. 2010

Registered as an attorney at law

Apr. 2010

Joined City-Yuwa Partners, attorney at law

2
Re-election

Jun. 2010

Outside Director of JAPAN POST BANK Co., Ltd.

Jun. 2011

External Auditor of WDB Holdings Co., Ltd.

OutsideMay 2014

Outside Director of Riso Kyoiku Co., Ltd.

Independent

Jun. 2015

Outside Corporate Auditor of BROTHER
INDUSTRIES, LTD.

Apr. 2016

Joined GINZA CHUO LAW OFFICE, attorney atlaw (present)

Jun. 2016

Outside Director of FUKUYAMA
TRANSPORTING CO., LTD.

Jun. 2018

External Director (Audit and Supervisory
Committee Member) of WDB Holdings Co., Ltd.
(present)

Dec. 2019

Outside Audit & Supervisory Board Member of theCompany (present)(Important concurrent positions)
Attorney at law of GINZA CHUO LAW OFFICE
External Director (Audit and Supervisory Committee Member) of
WDB Holdings Co., Ltd.

18

Number ofCompany’s
shares held0

[Special notes on candidate for outside Audit & Supervisory Board Member]
Mr. Arita is a candidate for outside Audit & Supervisory Board Member as provided by Article 2, paragraph (3), item (viii)of the Regulation for Enforcement of the Companies Act.
He is presently an outside Audit & Supervisory Board Member of the Company. At the conclusion of this Annual General
Meeting of Shareholders, his term of office as an outside Audit & Supervisory Board Member will have been four (4)years.
[Reasons for nomination as a candidate for outside Audit & Supervisory Board Member]
He appropriately conducts audits of the Company management from a fair and neutral standpoint. He served for many
years in key positions at public prosecutors offices as a prosecutor. Subsequent to retirement, he has been playing activeroles as outside director and outside audit & supervisory board member for companies in various industries, while also
handling a wide range of cases as an attorney at law in a law office. We have nominated him as a candidate for outside
Audit & Supervisory Board Member as we expect he will continue to appropriately audit the Company management froman objective standpoint independent of the Company’s management team, drawing on such abundant experience and keen
insight in the legal profession and the corporate realm.
Although he has never in the past been involved in the management of a company except as an outside officer, we havedetermined that he is capable of appropriately executing his duties as an outside Audit & Supervisory Board Member forthe aforementioned reasons.
[Special interest between the candidate and the Company]
There is no special interest between him and the Company.
[Matters concerning independent director/auditor]
He satisfies the requirements for an independent director/auditor in accordance with the rules of the Tokyo Stock Exchange
and the standards set by the Company for Independence Criteria for Outside Officers. The Company presently specifies
him as an independent director/auditor and has submitted notification to the aforementioned exchange. If his re-election
is approved, the Company intends to continuously specify him as an independent director/auditor.
[Outline of details of contract for limitation of liability]
The Company presently enters into a contract for limitation of liability with him in accordance with the provisions ofArticle 427, paragraph (1) of the Companies Act, where the upper limit of liability for damages under the provisions ofArticle 423, paragraph (1) of the Companies Act shall be the minimum liability amount as provided by laws andregulations. If his re-election is approved, the Company intends to continue the said contract.
[Outline of details of directors and officers liability insurance policy]
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph(1) of the Companies Act, with an insurance company. The policy covers compensation for damages and litigation
expenses, etc., that insureds are liable for in cases where a claim for damages has been filed by shareholders or a third
party, etc. He is currently an Audit & Supervisory Board Member of the Company and is included as an insured in said
insurance policy. If his re-election is approved, he will continue to be included as an insured in said insurance policy. The
Company intends to renew this insurance policy with the same terms and conditions during his term of office.

19

No.

Name
(Date of birth)

3Re-election
OutsideKazuhito Yamamura(October 21, 1953)

Career summary and position in the Company(Important concurrent positions)Apr. 1976

Joined Fuji Photo Film Co., Ltd. (now FUJIFILM
Corporation)

Jun. 2010

Corporate Vice President, General Manager of
Accounting and Finance Division of FUJIFILM
Corporation

Jun. 2012

Director of FUJIFILM Corporation

Jun. 2012

President of FUJIFILM Holdings America
Corporation

Jun. 2012

Chairman of FUJIFILM North America
Corporation

Jun. 2013

Audit & Supervisory Board Member (Full Timemember) of FUJIFILM Holdings Corporation

Jun. 2013

Audit & Supervisory Board Member (Full Timemember) of FUJIFILM Corporation

Dec. 2019

Outside Audit & Supervisory Board Member of theCompany (present)

Independent

Number ofCompany’s
shares held

0[Special notes on candidate for outside Audit & Supervisory Board Member]
Mr. Yamamura is a candidate for outside Audit & Supervisory Board Member as provided by Article 2, paragraph (3),item (viii) of the Regulation for Enforcement of the Companies Act.
He is presently an outside Audit & Supervisory Board Member of the Company. At the conclusion of this Annual General
Meeting of Shareholders, his term of office as an outside Audit & Supervisory Board Member will have been four (4)years.
[Reasons for nomination as a candidate for outside Audit & Supervisory Board Member]
He appropriately conducts audits of the Company management from a fair and neutral standpoint. After gaining experiencein a wide range of operations at a listed company, mainly in the fields of accounting, finance, and overseas business, heserved as a full-time Audit and Supervisory Board Member for a four (4) year term. We have nominated him as a candidatefor outside Audit & Supervisory Board Member, with the expectation that he will continue to appropriately audit theCompany’s management from an objective standpoint independent of the Company’s management team.
[Special interest between the candidate and the Company]
There is no special interest between him and the Company.
[Matters concerning independent director/auditor]
He satisfies the requirements for an independent director/auditor in accordance with the rules of the Tokyo Stock Exchange
and the standards set by the Company for Independence Criteria for Outside Officers. The Company presently specifies
him as an independent director/auditor and has submitted notification to the aforementioned exchange. If his re-election
is approved, the Company intends to continuously specify him as an independent director/auditor.
[Outline of details of contract for limitation of liability]
The Company presently enters into a contract for limitation of liability with him in accordance with the provisions ofArticle 427, paragraph (1) of the Companies Act, where the upper limit of liability for damages under the provisions ofArticle 423, paragraph (1) of the Companies Act shall be the minimum liability amount as provided by laws andregulations. If his re-election is approved, the Company intends to continue the said contract.
[Outline of details of directors and officers liability insurance policy]
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph(1) of the Companies Act, with an insurance company. The policy covers compensation for damages and litigation
expenses, etc., that insureds are liable for in cases where a claim for damages has been filed by shareholders or a third
party, etc. He is currently an Audit & Supervisory Board Member of the Company and is included as an insured in said
insurance policy. If his re-election is approved, he will continue to be included as an insured in said insurance policy. The
Company intends to renew this insurance policy with the same terms and conditions during his term of office.

20

No.

4
New
candidateOutsideIndependent

Name(Date of birth)

Career summary and position in the Company(Important concurrent positions)Apr. 2002

Joined Supreme Court of Japan; Legal Training andResearch InstituteOct. 2003

Registered as an attorney at law
Joined TMI Associates

Oct. 2003

Responsible for M&A matters, investment matters,
capital and business alliance matters, mattersrelated to overseas companies, and other general
corporate legal matters through September 2017.
She has handled a wide variety of corporate legal
matters through being assigned to the legal
department of a major trading company and being
regularly stationed in the legal departments ofmultiple private companies.

Jul. 2009

Registered as an attorney in New York State

Oct. 2017

Joined Shintaro Sato Law Office (present)

Aug. 2022

Outside Director (Audit & Supervisory Committee
Member) of Sansan, Inc. (present)

Jun. 2023

Outside Director (Audit & Supervisory Committee
Member) of nms Holdings Corporation (present)

Maki Suzuki(July 4, 1977)

Number ofCompany’s
shares held

0

(Important concurrent positions)
Attorney at law of Shintaro Sato Law OfficeOutside Director (Audit & Supervisory Committee Member) of
Sansan, Inc.
Outside Director (Audit & Supervisory Committee Member) of nms
Holdings Corporation[Special notes on candidate for outside Audit & Supervisory Board Member]
Ms. Suzuki is a candidate for outside Audit & Supervisory Board Member as provided by Article 2, paragraph (3), item
(viii) of the Regulation for Enforcement of the Companies Act.
[Reasons for nomination as a candidate for outside Audit & Supervisory Board Member]
In addition to her many years of experience in corporate law as a lawyer, she has been involved in numerous cases including
acquisitions and overseas cases, and has specialized legal knowledge and extensive experience. We have nominated her
as a candidate for outside Audit & Supervisory Board Member as we expect she will appropriately audit the Company
management from an objective standpoint independent of the Company’s management team, drawing on such insight andexperience.
Although she has never in the past been involved in the management of a company except as an outside officer, we havedetermined that she is capable of appropriately executing her duties as an outside Audit & Supervisory Board Member forthe aforementioned reasons.
[Special interest between the candidate and the Company]
There is no special interest between her and the Company.
[Matters concerning independent director/auditor]
Since she satisfies the requirements for an independent director/auditor in accordance with the rules of the Tokyo Stock
Exchange and the standards set by the Company for Independence Criteria for Outside Officers, the Company intends tosubmit notification that specifies her as an independent director/auditor to the aforementioned exchange if her election as
Audit & Supervisory Board Member is approved.
[Outline of details of contract for limitation of liability]
If her election as Audit & Supervisory Board Member is approved, the Company intends to enter into a contract forlimitation of liability with her in accordance with the provisions of Article 427, paragraph (1) of the Companies Act, where
the upper limit of liability for damages under the provisions of Article 423, paragraph (1) of the Companies Act shall be
the minimum liability amount as provided by laws and regulations.
[Outline of details of directors and officers liability insurance policy]
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph(1) of the Companies Act, with an insurance company. The policy covers compensation for damages and litigation
expenses, etc., that insureds are liable for in cases where a claim for damages has been filed by shareholders or a third
party, etc. If her election as Audit & Supervisory Board Member is approved, she will be included as an insured in said
insurance policy. The Company intends to renew this insurance policy with the same terms and conditions during her termof office.

21

Skill Matrix
Note: The skill matrix of the candidates stated in this Notice of Convocation of Annual General Meetingof Shareholders should they be elected in accordance with the original proposals herein is asfollows.
Specific utilizable skills possessed among specialized skills
required by the Company●

Yoshiaki Chino

Representative
Director &Deputy President

●

●

●

●

MinoruNakamura

Director & Senior
Executive Vice
President●●

TetsuyaNakamura

Director &Executive Vice
President●●

Koichiro Kato

Director &Executive Vice
President●

Kenji Hasegawa

Director &Executive Vice
President●

Shingo Ohkado

Outside Director●

Takao Yuhara

Outside Director●

Akiko Izumi

Outside Director●

Paul Dupuis

Outside Director●

Takehiro
MatsumotoFull-time Audit &Supervisory
Board Member●

Tomoyoshi Arita

Outside Audit &Supervisory
Board Member

Kazuhito
Yamamura

Outside Audit &Supervisory
Board Member

Maki Suzuki

Outside Audit &Supervisory
Board Member●●

Legal,
compliance, risk
management

●

Human
resources

Sales &
marketing●Accounting &finance

Quality●

Globalstrategies

ESG &sustainability

President & CEO

Production

Corporate
management &strategies

Takao Umino

R&D

Managerial
position(planned)

Name

●

●

●

●

●

●
●

●
●

●

●

●

●

●
●

●

●

●
●

●
●

●
●

●
●

●

●

●
●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●
●

* Please refer to the last page of the Basic Policy on Corporate Governance posted on the Company’s
website for the Independence Criteria for Outside Officers of the Company.
https://ssl4.eir-parts.net/doc/4958/ir_material1/189888/00.pdf#page=12 (in Japanese)22[Attached Documents]

Business Report(Fiscal year ended September 30, 2023)

1.

Current status of the corporate group(1) Business conditions for the fiscal year ended September 30, 2023

(i) Business activities and results
The Japanese economy during the fiscal year ended September 30, 2023 showed signs of a gradual
recovery due to the easing of behavioral restrictions as the novel coronavirus disease (COVID-19) was
reclassified as a Class 5 infectious disease, and to the normalizing of social and economic activities. On
the other hand, the economy continued to present an uncertain outlook resulting from concerns about
the impact on economic activities in Japan and overseas due to the situation in Ukraine becoming
prolonged, soaring raw material and resource prices, the continuing low value of the yen, and otherfactors.
The flavor and fragrance industry remained in a severe situation due largely to maturation of thedomestic market, fiercer competition among peers, and growing demand for quality assurance.
Under this environment, giving primary consideration to quality control of products and securing ofsafety, the Group worked to further improve research and technology development capabilities andfocused on development of the Company’s unique high quality and high value-added products.
In the fiscal year ended September 30, 2023, net sales increased year on year, amounting to ¥64,874
million (up 4.0% year on year). The Company’s non-consolidated net sales increased by 1.4% year on
year. As for net sales of major overseas consolidated subsidiaries, net sales of subsidiaries in the U.S.
increased by 4.6% year on year (down 6.3% on a local currency basis) due to the effects of the weakyen, those of subsidiaries in China increased by 8.6% (up 4.6% on a local currency basis), and those of
subsidiaries in Malaysia increased by 24.2% (up 16.9% on a local currency basis).
As for profit, the Group recorded operating profit of ¥7,507 million (down 6.8% year on year), ordinary
profit of ¥8,185 million (down 9.8% year on year), and profit attributable to owners of parent of ¥6,671
million (down 16.7% year on year) for the fiscal year ended September 30, 2023.
The following is a discussion of business conditions by division.
Flavor Division
The Flavor Division handles flavors and various extracts used in beverages, frozen desserts,
confectionary, instant noodle soup and other such products, as well as processed fruit products andnatural colorings. Net sales of the Flavor Division increased by 5.0% year on year, amounting to ¥57,075
million due mainly to increased net sales of the Company, on a non-consolidated basis, and our
subsidiaries in China, and increased net sales of U.S. subsidiaries due to the impact of the weaker
Japanese yen.
Fragrance Division
The Fragrance Division handles fragrances used in cosmetics, soaps, shampoos, detergents, air
fresheners and so on. Net sales of the Fragrance Division decreased by 3.0% year on year, amounting
to ¥7,799 million due mainly to a decrease in non-consolidated sales of the Company.

(ii) Capital investments
Capital investments by the Group in the fiscal year ended September 30, 2023 totaled ¥4,256 million,
mainly for the purpose of maintaining and updating manufacturing facilities at existing plants, the DX
promotion and IT innovation project being carried out by the Company, and construction of a newresearch building at a Chinese subsidiary.

23

(iii) Financing
All funds required by the Group in the fiscal year ended September 30, 2023 were provided entirely
from cash on hand, and Group companies did not raise significant financing from outside sources.

(iv) Transfer of business, absorption-type company split, or incorporation-type company split
Not applicable.

(v) Transfer of business from other companies
Not applicable.

(vi) Succession of rights and obligations regarding the business of other corporations due to anabsorption-type merger or an absorption-type split
Not applicable.

(vii) Acquisition or disposal of equity interests or share acquisition rights of other companies
Not applicable.
(2) Assets and profit and loss for the last three fiscal years
59th Fiscal Year
60th Fiscal Year
61st Fiscal Year(Ended September (Ended September (Ended September
30, 2020)
30, 2021)
30, 2022)

Category

62nd Fiscal Year
(Fiscal Year under
Review) (Ended
September 30,
2023)(Millionsof yen)50,19255,75562,39864,874

Profit attributable to owners (Millionsof parentof yen)

5,090

6,763

8,007

6,671

Earnings per share

Net sales(Yen)

122.79163.63194.65162.16

Total assets(Millionsof yen)113,445

120,945

133,553

139,125

Net assets(Millionsof yen)92,21898,301

111,017

116,319

Net assets per share(Yen)
2,217.96
2,385.69
2,692.34
2,819.86
Note: Effective beginning from the start of the 61st fiscal year, the Company applied the “Accounting Standard for Revenue
Recognition” (ASBJ Statement No. 29, March 31, 2020), etc. and these accounting standards have been applied to thefigures for assets and profit and loss for the 61st and later fiscal years.

24

(3) Significant parent company and subsidiaries(i) Status of parent company
Not applicable.

(ii) Significant subsidiaries

Company nameShare capital

Percentage
of votingrights heldby theCompany

Principal business

JPY 100 million

Processing and sales of
100.0% agricultural and livestock
products

USD 199,700 thousand

Import and export,
manufacture and sales of
100.0%
various flavors andfragrances

USD 5 thousand

Manufacture and sales of
100.0%
various food and beverage[100.0%]flavorings

T. HASEGAWA FLAVOURS ANDFRAGRANCES (SHANGHAI) CO., LTD.

USD 16,000 thousand

Import and export,
manufacture and sales of
100.0%
various flavors andfragrances

T. HASEGAWA FLAVOURS (SUZHOU)
CO., LTD.

USD 15,500 thousand

Manufacture and sales of
100.0% various food and beverage
flavorings

T. HASEGAWA FLAVOURS ANDFRAGRANCES (TAIWAN) CO., LTD.

TWD 10,800 thousand

100.0%T HASEGAWA FLAVOURS (KUALALUMPUR) SDN. BHD.

MYR 25,000 thousand

Manufacture and sales of
100.0% various food and beverage
flavorings

T. HASEGAWA (SOUTHEAST ASIA)
CO., LTD.

THB 103,000 thousand

100.0% Sales of various flavors and[0.01%] fragrances

PT. HASEGAWA FLAVOURS ANDFRAGRANCES INDONESIAIDR 30,847,100 thousand

100.0% Sales of various flavors and[0.1%] fragrances

T. HASEGAWA BUSINESS SERVICE
CO., LTD.

T. HASEGAWA U.S.A., INC.

MISSION FLAVORS & FRAGRANCES,
INC.

Sales of various flavors andfragrances

Note: Figures in parentheses show indirect holdings included in percentage of voting rights held by the Company.

(iii) Specified wholly-owned subsidiaries as of the end of the fiscal year
Not applicable.

(iv) Other
Not applicable.

25

(4) Issues to be addressed
While the economy of Japan is expected to recover as a return to normal economic and social activities
continues, there are concerns about the impact on economic activities in Japan and overseas resulting
from factors including the changing international situation, soaring raw material and resource prices,large changes in the exchange rate, and rising commodities prices, and the future outlook is expected
to remain uncertain.
The flavor and fragrance industry is also anticipated to remain in a severe situation due to further
intensifying competition among companies for market share, increasing demand for quality assurance,and other factors.
Under this situation, with the declared commitment to building on a solid foundation of technology, theGroup will conduct distinctive and differentiated product development by further improving researchand technology development capabilities, and strive to reduce cost through an increase in productivity
and promotion of streamlining of all aspects of operations.
Moreover, in order to seek future growth of the Group, it is essential to construct a resilient organizationthat can flexibly respond to changes in the business environment and unforeseen circumstances, and tofurther strengthen global expansion while working to increase the share in the Japanese market wherematuration is progressing in step with the falling birthrate and the aging population. The Group will
efficiently invest managerial resources into our priority region, the U.S., as well as Asian regions,centering on China and Southeast Asia, to accurately capture the growth potential of the markets,
consumer palatability, etc., and plan and promote a business strategy in line with changes in the businessenvironment. In addition, the Group will implement investments to achieve sustainable growth into the
future, aiming to enhance the business performance in overseas markets.
In Japan, under the Business Solution Division, which is in charge of sales, research, and marketing,on the research front, we will focus on brushing up existing technologies and developing newtechnologies after clarifying priority areas in order to promote strategic R&D, aiming to improve ourtechnological development capabilities that will contribute to the sustainable growth of the Group. In
addition, the Group will utilize collaboration with sales and marketing to enhance its market sense andcompetitive awareness, and differentiate itself from its competitors by developing products with its own
unique features. We will also focus on utilizing outside knowledge to create new value, and carryingout technological innovations through sharing and combining of intellectual property. The Group will
also work to contribute to solving social issues using technologies developed in the flavor and fragrance
business.
In the Flavor Division, with a priority on ensuring safety and security, the Group will continue striving
to develop flavors that make health-conscious low sugar, low salt, and low fat foods delicious, as well
as flavorings with outstanding stability and longevity. The Group will also put efforts into thedevelopment of flavors to substitute for food ingredients with the aim of solving social issues, including
shortages of food resources.
In the Fragrance Division, the Group will focus on further expanding market share in Japan byconducting rigorous basic research and creating new fragrances with outstanding safety and stability.
Overseas, the Group will work to create fragrances that are liked by local consumers based on the
results of market surveys and acceptability studies.
In the area of sales, we will strive to identify potential customer requirements through collaboration
between research and marketing, and through the use of market investigations, analysis, and othermeans. By providing targeted solutions that leverage the Company’s comprehensive capabilities, theGroup will aim to establish a position as a partner trusted by customers, as well as to increase its sales
and share of sales through contributions to customer successes. We will also reinforce efforts to findand develop new customers, and work to expand a sales infrastructure that can support future growth.

26

In the area of production, we will carry out further safety measures and construct an environment forlabor health and safety. In order to accommodate changes in the items produced, we will carry out
reconstruction of our facilities and integration of our production equipment. In addition, the Group will
promote coexistence with local residents by preventing the spread of odors around the plant and carryout reductions in greenhouse gas (GHG) emissions over the long term. The Group will continue to takesuch initiatives as improving its manufacturing methods, reviewing its logistics system, and optimizing
inventory in an effort to lower manufacturing costs.
Overseas, under its strategy of steady global expansion through efficient allocation of management
resources, the Group has realized synergy effects with T. HASEGAWA U.S.A., INC. and MISSIONFLAVORS & FRAGRANCES, INC. and will continue to promote aggressive sales activities targeting
local customers to expand our business performance in the U.S. market. We will also carry out phase 2
construction at our second plant in Rancho Cucamonga, California, which began operating last year,
working to expand our production capacity in the U.S. and improve production efficiency.
In China, the Group will focus on developing new customers and cultivating existing customers throughstrategic sales activities utilizing our marketing functions, while thoroughly managing profits, with theaim to expand its business performance in terms of both sales and profits. The Group will also promote
its new research building construction project to strengthen research functions and streamline
operations, aiming to begin operations in February 2024.
In Southeast Asia, under its regional sales strategy, the Group is aiming to expand its businessperformance by strengthening sales activities through collaboration among sales personnel at its sites
in Malaysia, Thailand, Indonesia, and in neighboring countries as well as through utilization of its
application laboratories. Focusing on future business expansion and growth in demand for flavors andfragrances, we will carry out plans for construction of a new facility in Malaysia.
We would like to ask for the continued support and cooperation of our shareholders.
(5) Principal business (as of September 30, 2023)
The Group consists of T. HASEGAWA CO., LTD., 11 subsidiaries, and one associate. The principal
business is the manufacture, sale, import and export of various flavors and fragrances (perfumes andcosmetics fragrances, food and beverage flavorings, and artificial flavors and fragrances), various foodadditives, and food products.

27

(6) Major offices and facilities (as of September 30, 2023)
Head OfficeChuo-ku, Tokyo

Osaka BranchChuo-ku, Osaka-shi, Osaka

Nagoya Sales Office Naka-ku, Nagoya-shi, Aichi
T. HASEGAWA CO., LTD.

T. HASEGAWA BUSINESS SERVICE
CO., LTD.

T. HASEGAWA U.S.A., INC.

The Company

Sapporo Sales Office Kita-ku, Sapporo-shi, Hokkaido
R&D Center

Nakahara-ku, Kawasaki-shi, Kanagawa

Fukaya Facility

Fukaya-shi, Saitama

Itakura Facility

Itakura-machi, Oura-gun, Gunma

Head OfficeChuo-ku, Tokyo

Fine Foods Facility

Itakura-machi, Oura-gun, Gunma

Head Office andFacility

Cerritos, California, USA

Facility

Rancho Cucamonga, California, USA

Subsidiary

Subsidiary

MISSION FLAVORS &FRAGRANCES, INC.

Subsidiary

Facility

Lake Forest, California, USA

T. HASEGAWA FLAVOURS ANDFRAGRANCES (SHANGHAI) CO.,LTD.

Subsidiary

Head Office andFacility

Pudong New Area, Shanghai, China

T. HASEGAWA FLAVOURS(SUZHOU) CO., LTD.

Subsidiary

Head Office andFacility

Suzhou Industrial Park, Suzhou,
Jiangsu, China

SHANGHAI T. HASEGAWAFLAVOURS AND FRAGRANCESTRADING CO., LTD.

Subsidiary

Head Office

Shanghai Wai Gaoqiao Free Trade
Zone, Shanghai, China

T. HASEGAWA FLAVOURS AND
Subsidiary
FRAGRANCES (TAIWAN) CO., LTD.

Head Office

TaipeiT HASEGAWA FLAVOURS (KUALALUMPUR) SDN. BHD.

Subsidiary

Head Office andFacility

Kuala Lumpur, Malaysia

T. HASEGAWA (SOUTHEAST ASIA)
CO., LTD.

Subsidiary

Head Office

Bangkok, Thailand

PT. HASEGAWA FLAVOURS ANDFRAGRANCES INDONESIA

Subsidiary

Head OfficeSouth Jakarta, Indonesia

28

(7) Employees (as of September 30, 2023)(i) Status of employees of the corporate group
Number of employees

Change from the end of the previous fiscal year

1,847 [166]+4 [-7]

Notes: 1. The number of employees is the number of people employed, and the average number of temporary employees isshown separately in square brackets.
2. Since the Group is engaged in a single business segment, the manufacture and sales of various flavors andfragrances, etc., information by business segment is not presented.

(ii) Status of the Company’s employees
Number of employees

Change from the end of theprevious fiscal year

Average age

Average years of service

1,105 [53]-2 [-10]

44.4

17.7

Note: The number of employees is the number of people employed, and the average number of temporary employees is shown
separately in square brackets.

(8) Principal lenders (as of September 30, 2023)

Information omitted as there are no borrowings.
(9) Other important matters regarding the current status of the corporate group

Not applicable.

29

2.

Current status of the Company(1) Status of shares (as of September 30, 2023)(i) Total number of authorized shares

160,000,000 shares(ii) Total number of issued shares

42,708,154 shares(iii) Number of shareholders

10,483(iv) Major shareholders (top 10 shareholders)Number of shares held
(Hundreds of shares)

Shareholder nameShareholding ratio (%)

Hasegawa Totaro Shoten Co., Ltd.

66,206

16.09

JP MORGAN CHASE BANK 380055

49,544

12.04

The Master Trust Bank of Japan, Ltd. (Trust Account)

41,0299.97

JP MORGAN CHASE BANK 385632

31,320

7.61

Hasegawa International Scholarship Foundation

20,0004.86

RBC IST 15 PCT NON LENDING ACCOUNT - CLIENT
ACCOUNT

14,201

3.45

Custody Bank of Japan, Ltd. (Trust Account)

11,090

2.69

STATE STREET BANK AND TRUST COMPANY 505001

10,868

2.64

T. HASEGAWA CO., LTD. Employee Shareholding Association

10,788

2.62

Ajinomoto Co., Inc.
9,000
2.18
Notes: 1. The Company holds 1,562,828 shares of treasury stock, but is excluded from the above list of major shareholders.
2. Treasury stock is excluded in the calculation of shareholding ratios.

(v) Status of shares granted to Company officers during the fiscal year as consideration for
performance of duties
Not applicable.

30

(2) Status of Company Officers(i) Directors and Audit & Supervisory Board Members (as of September 30, 2023)
Name

Responsibilities in the Company(Important concurrent positions)

President & CEO

Takao Umino

President and Executive Officer, in charge of Auditing Division andQuality Assurance Division(Important concurrent positions)
Director (Chairman) of T. HASEGAWA U.S.A., INC.
Director (Chairman) of MISSION FLAVORS & FRAGRANCES, INC.

Representative Director

Yoshiaki Chino

Deputy President, in charge of Production

Minoru Nakamura

Senior Executive Vice President, in charge of Administration(Important concurrent positions)Representative Director and President of T. HASEGAWA BUSINESSSERVICE CO., LTD.

Director

Tetsuya Nakamura

Executive Vice President, in charge of Research & Development, secondin charge of Quality Assurance Division, Business Solutions Planning
Department, and Production, Deputy General Manager of Business
Solution Division, General Manager of R&D Center

Director

Koichiro Kato

Outside Director

Shingo Ohkado

Outside Director

Takao Yuhara

Outside Director

Akiko Izumi

Full-time Audit &Supervisory Board
MemberTakehiro
Matsumoto

Position in the Company

Director

Outside Audit &Supervisory Board
MemberTomoyoshi Arita

Outside Audit &Supervisory Board
MemberKazuhito
Yamamura

Executive Vice President, in charge of Business Solutions Planning
Department, Sales, and Marketing Division, General Manager ofBusiness Solution Division(Important concurrent positions)Board Member of Japan Pension Service
Part-time Director of The Nippon Foundation(Important concurrent positions)
Attorney at law of GINZA CHUO LAW OFFICE
External Director (Audit and Supervisory Committee Member) of WDB
Holdings Co., Ltd.

(Important concurrent positions)Certified public accountant of Imura Accounting OfficeOutside Audit &Visiting Professor of TAMA GRADUATE SCHOOL OF BUSINESSSupervisory Board
Junko Imura
Outside Director (Audit and Supervisory Committee Member) ofMemberMitsubishi UFJ Trust and Banking Corporation
External Member of the Board of Tokyo Metro Co., Ltd.
Notes: 1. Full-time Audit & Supervisory Board Member Takehiro Matsumoto and Outside Audit & Supervisory Board
Members Tomoyoshi Arita, Kazuhito Yamamura, and Junko Imura have considerable knowledge of finance andaccounting as outlined below.

Full-time Audit & Supervisory Board Member Takehiro Matsumoto served at financial institutions over many
years. He also has abundant experience and broad knowledge of auditing in general, having served as theGeneral Manager of the Company’s Auditing Division from October 2019 to December 2021, and possessing
the credential of a Certified Internal Auditor (CIA).

Outside Audit & Supervisory Board Member Tomoyoshi Arita has served as outside audit & supervisoryboard member for multiple listed companies over many years in addition to serving as a member of numerous
third-party and internal investigative committees on corporate misconduct to uncover the handling ofaccounting and financial irregularities as an attorney at law.
Outside Audit & Supervisory Board Member Kazuhito Yamamura has gained experience in accounting andfinance divisions at listed companies, as well as serving as a full-time audit & supervisory board member.
Outside Audit & Supervisory Board Member Junko Imura has abundant experience and broad knowledge as
an expert in accounting and auditing having acted as a certified public accountant working in auditing services
at listed companies over many years.
2. The Company has designated Shingo Ohkado, Takao Yuhara, Akiko Izumi, Tomoyoshi Arita, Kazuhito Yamamura
and Junko Imura as independent directors/auditors in accordance with the rules of the Tokyo Stock Exchange, andsubmitted notification of such designation to the Exchange.

31

3. Changes in the positions, responsibilities, and important concurrent positions of the Directors and Audit &Supervisory Board Members during the fiscal year are as follows.

As of December 1, 2022, Representative Director Yoshiaki Chino’s responsibilities have changed from being
in charge of the Business Solutions Planning Department and Marketing Division to being in charge of theBusiness Solutions Planning Department.

As of the same date, Director Tetsuya Nakamura’s responsibilities have changed from being in charge of
Research & Development and second in charge of the Quality Assurance Division to being in charge of
Research & Development and second in charge of the Quality Assurance Division and Business Solutions
Planning Department.

As of the same date, Director Koichiro Kato’s responsibilities have changed from being in charge of Sales
and second in charge of the Marketing Division to being in charge of Sales and the Marketing Division andsecond in charge of the Business Solutions Planning Department.

As of June 20, 2023, Audit & Supervisory Board Member Junko Imura retired from the position of Outside
Audit & Supervisory Board Member of Mitsui O.S.K. Lines, Ltd. As of June 27, 2023, she became anExternal Member of the Board of Tokyo Metro Co., Ltd.

Effective June 29, 2023, Director Takao Yuhara retired from the position of Outside Audit & Supervisory
Board Member of Leopalace21 Corporation.

As of July 1, 2023, Representative Director Yoshiaki Chino’s responsibilities have changed from being incharge of the Business Solutions Planning Department to being in charge of Production.

As of the same date, Director Tetsuya Nakamura was assigned the additional responsibility of being secondin charge of Production.

As of the same date, Director Koichiro Kato’s responsibilities have changed from being in charge of Sales
and the Marketing Division and second in charge of the Business Solutions Planning Department to being incharge of the Business Solutions Planning Department, Sales, and the Marketing Division.
4. The Company has entered into contracts with Outside Directors Shingo Ohkado, Takao Yuhara, and Akiko Izumi
and Outside Audit & Supervisory Board Members Tomoyoshi Arita, Kazuhito Yamamura, and Junko Imura under
the provisions of Article 427, paragraph (1) of the Companies Act to limit liability for damages in Article 423,
paragraph (1) of the Companies Act. The upper limit of liability for damages under said contracts is the minimum
liability amount as provided by laws and regulations.
5. The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The said insurance policy covers all Directors,
Audit & Supervisory Board Members, and Executive Officers of the Company and officers of the Company’s
subsidiaries as the insured, and the insured do not pay the insurance premiums. The policy covers compensation
for damages and litigation expenses, etc. that the insured are liable for in cases where a claim for damages has been
filed arising out of acts (including acts of omission) committed by the insured in his or her capacity as a director or
officer of the Company. However, there are certain exemptions, such as the fact that damages arising from acts
committed with the knowledge that they are in violation of laws and regulations are not covered by compensation.

(ii) Changes in the positions, responsibilities, and important concurrent positions of directors after
the end of the fiscal year
Not applicable.
(iii) Remuneration, etc. of Directors and Audit & Supervisory Board Members
A. Policy for determination of the details of officer remuneration, etc.
The meeting of the Company’s Board of Directors held on April 16, 2021 approved a resolution
on the policy for determination of the details of remuneration, etc. for individual Directors.
The Board of Directors also confirmed that the method for determining the details of
remuneration, etc. for individual Directors for the current fiscal year and the details of
remuneration, etc. determined are consistent with the policy for determination approved by the
Board of Directors and that the report from the Compensation Committee was taken into
consideration, and determined that the remuneration, etc. is in line with the policy on
determination.
The policy on determination of the details of remuneration, etc. for individual Directors is asfollows.

32

a. Basic policy
The basic policy on remuneration, etc. for the Company’s Directors is a system of
remuneration that is linked to shareholders’ profits in order to increase motivation and morale
to contribute to enhancement of shareholder value, in addition to functioning as an incentive
for the sustainable increase of corporate value, with remuneration, etc. for individual
Directors to be set at an appropriate level based on the responsibilities of each position.
More specifically, remuneration, etc. for inside Directors consists of basic remuneration as
fixed remuneration and performance-linked remuneration in the form of bonus andremuneration-type stock options as non-monetary remuneration. Remuneration, etc. for
Outside Directors consists of basic remuneration only in consideration of their duties.
b. Policy on determining the amount of individual remuneration, etc. for basic remuneration(monetary remuneration) (including the policy on determining the timing and conditions for
granting of remuneration, etc.)
The Company pays basic remuneration as fixed compensation for Directors at a fixed timeeach month.
The amount of remuneration for each individual with respect to basic remuneration (fixedcompensation) is based on the criteria for each position taking into consideration businessperformance, financial position, economic conditions, market levels, and other factors within
the remuneration limit approved by a resolution of the General Meeting of Shareholders.
c. Policy on determining the details of performance-linked remuneration, etc. and nonmonetary remuneration, etc. and the method for calculating the amount and the frequency ofsuch remuneration (including the timing and conditions for granting remuneration, etc.)
Bonus, which is performance-linked remuneration, is paid in a lump sum at a fixed time eachyear within the remuneration limit approved by a resolution of the General Meeting of
Shareholders. The amount of bonus is calculated by using consolidated ordinary profit as theindicator for performance-linked remuneration, and multiplying a payment unit, which is
calculated by multiplying incentives based on the percentage of achievement of the plan forconsolidated ordinary profit achieved, by a coefficient based on the position of each Director
and taking into account each Director’s performance evaluation.
Consolidated ordinary profit is used as the indicator for performance-linked remuneration as
it represents profit form overall management activities and is thus considered appropriate as
an indicator for evaluating the execution of duties by the Directors.
d. Policy on determining the details of non-monetary remuneration, etc. and the method for
calculating the amount and the frequency of such remuneration (including the timing andconditions for granting remuneration, etc.)
Remuneration-type stock options, which are non-monetary remuneration, are stockacquisition rights with an exercise price of one yen per share that can be delivered upon
exercise, and are granted once a year in principle. The number of remuneration-type stock
options granted is determined based on position-specific criteria within the remuneration
limit approved by a resolution of the General Meeting of Shareholders.
e. Policy for determining the ratio of the amounts of fixed remuneration, performance-linked
remuneration, etc., and non-monetary remuneration, etc. in the amount of remuneration, etc.
for each individual Director
Remuneration, etc. for inside Directors consists of basic remuneration (fixed remuneration),bonus (performance-linked remuneration), and remuneration-type stock options (nonmonetary remuneration). Remuneration, etc. for Outside Directors consists of basic
remuneration only.

33

The ratio of remuneration, etc. for inside Directors is based on a comprehensive
consideration of their positions and responsibilities, trends at other companies that are thesame size as the Company, and other factors and is determined as a ratio that is appropriate
for increasing the motivation and morale to contribute to improving shareholder value aswell as functioning sufficiently as an incentive to strive for the sustainable enhancement ofcorporate value.
f.

Matters related to determining the details of remuneration, etc. for individual Directors
The amount of remuneration, etc. for each individual Director is determined by the Board of
Directors based on the deliberations of the optional Compensation Committee within the
remuneration limit approved by a resolution of the General Meeting of Shareholders. The
optional Compensation Committee is composed of the Representative Director and theOutside Directors in order to ensure transparency and objectivity in determining
remuneration.

B. Total amount of remuneration, etc. related to the fiscal year under review
Total amount by type of remuneration, etc. (Millions of yen)
Total amount of
remuneration, etc.
(Millions of yen)Basicremuneration(fixedremuneration)

Bonus(performancelinked
remuneration)

Remuneration-type
stock options (nonmonetary
remuneration)

No. of persons
paid

Directors(excluding Outside
Directors)

334

209

70

55

5

Audit &
Supervisory Board
Members(excluding Outside
Audit &
Supervisory Board
Members)

24

24

–

–

1

Outside Directors

25

25

–

–

3

Category

Outside Audit &Supervisory Board
18
18
–
–
3
Members
Notes: 1. At the 60th Annual General Meeting of Shareholders that convened on December 22, 2021, the amount of
remuneration for Directors was resolved at no more than five hundred million (500,000,000) yen per annum, of
which no more than 50 million (50,000,000) yen shall be paid to Outside Directors (excluding the amount of
employee’s salaries portion for Directors who are also employees). The number of Directors at the conclusion of
the 60th Annual General Meeting of Shareholders was eight, including three Outside Directors. Additionally, at the60th Annual General Meeting of Shareholders that convened on December 22, 2021, the amount of remuneration
for remuneration-type stock options was approved as no more than one hundred forty million (140,000,000) yen
per annum (The number of Directors at the conclusion of the 60th Annual General Meeting of Shareholders waseight, including three Outside Directors).
2. At the 40th Annual General Meeting of Shareholders that convened on December 21, 2001, the amount of
remuneration for Audit & Supervisory Board Members was resolved at no more than sixty million (60,000,000)
yen per annum (The number of Audit & Supervisory Board Members at the conclusion of the 40th Annual General
Meeting of Shareholders was four, including three Outside Audit & Supervisory Board Members).

34

(iv) Matters concerning Outside Directors and Audit & Supervisory Board Members
A. Important concurrent positions and relationships with the Company
a. Director Akiko Izumi serves concurrently as a Steering Council member of the Japan Pension
Service and a Part-time Director of The Nippon Foundation. The Company has no special
relationship with either of the concurrent position companies.
b. Audit & Supervisory Board Member Tomoyoshi Arita serves as an attorney-at-law at
GINZA CHUO LAW OFFICE and as External Director (Audit & Supervisory Committee
Member) at WDB Holdings Co., Ltd. The Company has no special relationship with eitherof the concurrent position companies.
c. Audit & Supervisory Board Member Junko Imura serves concurrently as a certified public
accountant at Imura Accounting Office, a Visiting Professor of TAMA GRADUATESCHOOL OF BUSINESS, an Outside Director (Audit & Supervisory Committee Member)of Mitsubishi UFJ Trust and Banking Corporation, and an External Member of the Board ofTokyo Metro Co., Ltd. The Company has no special relationship with any of the concurrent
position companies.
B. Main activities of the Outside Directors in the fiscal year under review
Name

Summary of attendance, statements, and duties performed with respect to the expected role

Shingo Ohkado

Shingo Ohkado attended all 11 meetings of the Board of Directors held in the fiscal year
under review.
Utilizing his deep insight into corporate management and extensive practical experience ininternational business and sales strategies, and from an objective standpoint, he sought
explanations as needed and actively made the necessary statements in deliberations on
proposals at the meetings of the Board of Directors. He also provided soundrecommendations and expressed useful opinions at meetings of the Appointment Committee
and the Compensation Committee.

Takao Yuhara

Takao Yuhara attended all 11 meetings of the Board of Directors held in the fiscal year underreview.
Utilizing his deep insight into corporate management and extensive practical experience ininternational business and finance and accounting, and from an objective standpoint, hesought explanations as needed and actively made the necessary statements in deliberations
on proposals at the meetings of the Board of Directors. He also provided soundrecommendations and expressed useful opinions at meetings of the Appointment Committee
and the Compensation Committee.

Akiko Izumi

Akiko Izumi attended all 11 meetings of the Board of Directors held in the fiscal year underreview.
Utilizing her wealth of experience as a lifestyle and economic journalist and financial
planner, as well as her expertise in areas such as workstyle reform, human resource
development, and diversity promotion, and from an objective standpoint, she sought
explanations as needed and actively made the necessary statements in deliberations on
proposals at the meetings of the Board of Directors. She also provided soundrecommendations and expressed useful opinions at meetings of the Appointment Committee
and the Compensation Committee.

35

C. Main activities of the Outside Audit & Supervisory Board Members in the fiscal year underreview
Name

Attendance and statements

Tomoyoshi Arita

Tomoyoshi Arita attended 10 of 11 meetings of the Board of Directors and 10 of 11
meetings of the Audit & Supervisory Board held in the fiscal year under review.
From an objective standpoint based on his extensive experience and expert knowledge as aprosecutor and attorney-at-law, he sought explanations as needed at meetings and actively
made statements to ensure the appropriateness and suitability of decision-making at meetingsof the Board of Directors. He also actively made the necessary statements on audit methods
and other matters related to the execution of the duties of the Audit & Supervisory Board
Members at meetings of the Audit & Supervisory Board.

Kazuhito Yamamura

Kazuhito Yamamura attended all 11 meetings of the Board of Directors and all 11 meetingsof the Audit & Supervisory Board held in the fiscal year under review.
From an objective standpoint based on his broad insight and practical experience in the fieldof management, he sought explanations as needed at meetings and actively made statements
to ensure the appropriateness and suitability of decision-making at meetings of the Board of
Directors. He also actively made the necessary statements on audit methods and othermatters related to the execution of the duties of the Audit & Supervisory Board Members at
meetings of the Audit & Supervisory Board.

Junko Imura

Junko Imura attended all 11 meetings of the Board of Directors and all 11 meetings of the
Audit & Supervisory Board held in the fiscal year under review.
From an objective standpoint based on her extensive experience and expert knowledge as acertified public accountant, she sought explanations as needed at meetings and actively madestatements to ensure the appropriateness and suitability of decision-making at meetings ofthe Board of Directors. She also actively made the necessary statements on audit methods
and other matters related to the execution of the duties of the Audit & Supervisory Board
Members at meetings of the Audit & Supervisory Board.

36

(3) Status of accounting auditor(i) Name of the Company’s accounting auditor
Deloitte Touche Tohmatsu LLC(ii) Amount of remuneration, etc. for accounting auditor
Amount of remuneration, etc.
(Millions of yen)Amount of remuneration, etc. as accounting auditor related to the fiscal year underreview

47

Total amount of monetary and other financial benefits payable by the Company and its
62
subsidiaries to the accounting auditor
Notes: 1. Seven of the significant subsidiaries, T. HASEGAWA U.S.A., INC., T. HASEGAWA FLAVOURS ANDFRAGRANCES (SHANGHAI) CO., LTD., T. HASEGAWA FLAVOURS (SUZHOU) CO., LTD., T HASEGAWAFLAVOURS (KUALA LUMPUR) SDN. BHD., PT. HASEGAWA FLAVOURS AND FRAGRANCESINDONESIA, T. HASEGAWA (SOUTHEAST ASIA) CO., LTD., and T. HASEGAWA FLAVOURS ANDFRAGRANCES (TAIWAN) CO., LTD. are audited by an auditing firm other than Deloitte Touche Tohmatsu LLC.
In addition, no significant subsidiaries are audited by Deloitte Touche Tohmatsu LLC.
2. The audit contract between the Company and the accounting auditor does not clearly distinguish between theamounts of audit remuneration, etc. for audits based on the Companies Act and those for audits based on the
Financial Instruments and Exchange Act, and it is not practically possible to distinguish between them, so the total
amount of remuneration, etc. as the accounting auditor for the fiscal year under review is the sum of these amounts.

(iii) Reasons for the consent of the Audit & Supervisory Board to the remuneration, etc. for theaccounting auditor
Based on the Practical Guidelines for Cooperation with Independent Auditors published by Japan
Audit & Supervisory Board Members Association, the Company’s Audit & Supervisory Board gave
its consent to the remuneration, etc. of the accounting auditor in accordance with Article 399,
paragraph (1) of the Companies Act as a result of verifying changes in audit hours and audit fees byaudit item and the status of audit plans and results for the past fiscal years, and considering theappropriateness of the estimates of audit hours and fees for the fiscal year under review.

(iv) Content of non-auditing services
Non-auditing services at the Company consist of advisory services, etc. related to the personnel
system. There are no non-auditing services at consolidated subsidiaries.
(v) Policy on determining dismissal or non-reappointment of the accounting auditor
When the Company deems that any of the items of Article 340, paragraph (1) of the Companies
Act apply to the accounting auditor, the Audit & Supervisory Board will dismiss the accounting
auditor with unanimous consent of the Audit & Supervisory Board Members. Furthermore, when
it is judged to be necessary, such as in the event of an impediment to the execution of the dutiesof the accounting auditor, based on a resolution of the Audit & Supervisory Board, the dismissal
or non-reappointment of the accounting auditor shall be the purpose of the General Meeting of
Shareholders.
(vi) Outline of details of contract for limitation of liability
Not applicable.

37(4) Policy on determining dividends of surplus
The Company has the basic policy of paying dividends of surplus twice a year, interim dividend andyear-end dividend, targeting the payout ratio of 35% on a consolidated basis, to return profit toshareholders based on its business performance, while securing internal reserves necessary for further
strengthening of the Group’s management base and future business expansion.
The Company stipulates in the Articles of Incorporation that dividends of surplus, etc. shall be stipulated
through resolutions at a Meeting of the Board of Directors in accordance with the provision of Article
459, paragraph (1) of the Companies Act, and the Board of Directors is the decision-making body for
dividends of surplus.
With regard to the dividend for the fiscal year ended September 30, 2023, the Company decided to pay
an annual dividend of ¥61 per share (of which, interim dividend of ¥30). As a result, the payout ratio on
a consolidated basis for the fiscal year ended September 30, 2023 is 37.6%.
Internal reserves will be used for capital expenditures and effective investments to implement the
globalization strategy.
Dividends of surplus for the fiscal year are as follows.
Date of resolution

Total amount of dividends(Millions of yen)

Resolution at a Board of Directors
meeting held on May 12, 2023
Resolution at a Board of Directors
meeting held on November 10,
2023

38

Dividends per share (Yen)

1,234

30

1,275

31

Consolidated Balance Sheets(As of September 30, 2023)(Millions of yen)
AssetsCurrent assets
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Securities
Inventories
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment and vehicles
Tools, furniture and fixtures
Land
Construction in progress
Intangible assets
Goodwill
Customer relationship
Other
Investments and other assets
Investment securities
Deferred tax assets
Retirement benefit asset
Other
Allowance for doubtful accounts
Total assets

Liabilities
70,66525,6992,512
17,351
7,000
16,8501,273(22)68,46035,31420,042
4,897
1,197
7,430
1,746
19,624
6,060
11,557
2,007
13,521
12,414
697
18
416
(24)
139,125

Current liabilities
Accounts payable - trade
Income taxes payable
Provision for bonuses
Provision for bonuses for directors (andother officers)
Other
Non-current liabilities
Deferred tax liabilities
Retirement benefit liability
Long-term accounts payable - other
Asset retirement obligations
Other
Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive income
Valuation difference on available-for-salesecurities
Foreign currency translation adjustment
Remeasurements of defined benefit plans
Share acquisition rights
Total net assets
Total liabilities and net assets

39

12,129
5,425
819
1,630
70
4,184
10,677
1,354
7,516
195
69
1,541
22,806
96,341
5,364
7,513
86,019(2,556)
19,682
6,554
13,352(223)
295
116,319
139,125

Consolidated Statements of Income(Fiscal year ended September 30, 2023)(Millions of yen)Amount64,874
39,18525,68918,181
7,507

Item
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Foreign exchange gains
Other
Non-operating expenses
Interest expenses
Other
Ordinary profit
Extraordinary income
Gain on sale of investment securities
Extraordinary losses
Loss on abandonment of non-current assets
Profit before income taxes
Income taxes - current
Income taxes - deferred
ProfitProfit attributable to owners of parent

204
269
85
147
7
22

29
8,185

1,203

1,203

65

65
9,322

2,397
252

40

706

2,650
6,671
6,671

Non-consolidated Balance Sheets(As of September 30, 2023)(Millions of yen)
AssetsCurrent assets
Cash and deposits
Notes receivable - trade
Electronically recorded monetary claims operating
Accounts receivable - trade
Securities
Merchandise
Finished goods
Work in process
Raw materials
Supplies
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Construction in progress
Intangible assets
Software
Other
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Investments in capital of subsidiaries andassociates
Long-term loans receivable fromsubsidiaries and associates
Other
Allowance for doubtful accounts

Total assets

Liabilities
46,497
10,487726

Current liabilities
Accounts payable - trade
Lease liabilities

9,587
4,706
65

1,780

Accounts payable - other

913

93
5,419
289
945
(0)
63,66019,251
9,779
672
1,807
42
748
6,110
90
996
343
652
43,412
12,40926,194

Accrued expenses
Income taxes payable
Provision for bonuses
Provision for bonuses for directors (andother officers)
Other
Non-current liabilities
Lease liabilities
Provision for retirement benefits
Deferred tax liabilities
Long-term accounts payable - other
Asset retirement obligations
Other
Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for tax purpose reduction entry
General reserve

3,659

Retained earnings brought forward

12,989
7,000
309
6,456

Treasury shares

942
231
(24)

110,157

Valuation and translation adjustments
Valuation difference on available-for-salesecurities
Share acquisition rights
Total net assets
Total liabilities and net assets

41

1,961
551
1,091
70
227
8,922
1,285
7,144
101
195
69
127
18,51084,798
5,364
7,306
6,554
752
74,682394
74,288334
28,70045,254(2,556)
6,554
6,554
295
91,647110,157

Non-consolidated Statements of Income(Fiscal year ended September 30, 2023)(Millions of yen)Amount39,711
24,473
15,238
10,6994,538

Item
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Foreign exchange gains
Dividend income
Other
Non-operating expenses
Interest expenses
Other
Ordinary profit
Extraordinary income
Gain on sale of investment securities
Extraordinary losses
Loss on abandonment of non-current assets
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit

39
81
269
205
1
7

9
5,125

1,203

1,203

46

46
6,281

1,587
15

42

596

1,602
4,679