Note: This document is an unofficial excerpt translation and summary of the Notice of the 105th Annual General
Shareholders Meeting and is provided for your convenience only, without any warranty as to its accuracy or as to thecompleteness of the information. The Japanese original version of the document is the sole official version.

Securities Code: 2871
June 5, 2023
(Start date of measures for electronic provision: May 29, 2023)
Dear Shareholders,
Kenya Okushi
Representative Director,
President & Chief Executive Officer

Nichirei Corporation
6-19-20 Tsukiji, Chuo-ku, Tokyo

Notice of the 105th Annual General Shareholders Meeting
We would like to inform you that the 105th Annual General Shareholders Meeting of Nichirei Corporation(the “Company”) will be held as explained below.
When convening this General Shareholders Meeting, the Company takes measures for providing
information that constitutes the content of Reference Documents for the Annual General Shareholders
Meeting, etc. (matters for which measures for providing information in electronic format are to be taken)
in electronic format, and posts this information as “Notice of the 105th Annual General Shareholders
Meeting” and “Notice of the 105th Annual General Shareholders Meeting - Other Matters Subject to
Measures for Electronic Provision (Excluded From the Paper-based Documents Delivered)” on the
Company’s website. Please access the Company’s website by using the internet address shown below toreview the information.
The Company’s website
https://www.nichirei.co.jp/ir/stock/meeting.html (in Japanese)
In addition to posting matters subject to measures for electronic provision on the website above, theCompany also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access thisinformation from the latter website, access the TSE website (Listed Company Search) by using theinternet address shown below, enter “Nichirei” in “Issue name (company name)” or the Company’s
securities code “2871” in “Code,” and click “Search.” Then, click “Basic information” and select“Documents for public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are unable to attend the meeting in person, you may exercise your voting rights by mail or via theInternet. In that case, please review the “Reference Documents for the Annual General Shareholders
Meeting” and exercise your voting rights by 5:00 p.m. on Monday, June 26, 2023.

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Details
1. Date and Time

Tuesday, June 27, 2023, at 10:00 a.m. (Reception starts at 9:00 a.m.)

2. Place

Yamabuki, 4th Floor, Palace Hotel Tokyo
1-1-1 Marunouchi, Chiyoda-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported 1. Business Report, Consolidated Financial Statements and Audit
Reports of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board for the 105th Fiscal Year(from April 1, 2022 to March 31, 2023)
2. Non-Consolidated Financial Statements for the 105th Fiscal Year(from April 1, 2022 to March 31, 2023)
Matters to be resolved
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Ten (10) Directors
Proposal 3: Election of One (1) Audit & Supervisory Board Member-2-Reference Documents for the Annual General Shareholders Meeting
Proposals and Reference Issues
Proposal 1: Appropriation of Surplus
As a basic policy, the Company maintains stable dividends by using consolidated dividends on equity
ratio (DOE) as a reference, considering such factors as consolidated performance and cash flow for eachfiscal year.
The Company proposes to pay year-end dividends based on consolidated business performance for thecurrent fiscal year.
Matters relating to year-end dividends(1) Type of dividend property
Cash(2) Item concerning allocation of dividend property to shareholders and its total amount
Per share of common stock of the Company:¥26
Total dividends:¥3,319,975,178(The annual dividend will be ¥52 per share, including an interim dividend of ¥26 per share.)(3) Effective date of dividends of surplus
June 28, 2023
[Reference] Trend of dividend per share and consolidated
dividends on equity ratio (DOE)
Year-end

Interim(yen)

Commemorative
dividend

Consolidated dividends
on equity ratio (DOE)

Dividend standard (from the 102nd term)(%)

Consolidated dividends on equity ratio(DOE)

3.0% is the guide for dividend provided
101st
term

102nd
term

103rd
term

104th
term

105th term
(plan)-3-* 4.0% is the guide for dividend to be provided
from the 106th term and on.

Proposal 2: Election of Ten (10) Directors
The term of office of all ten (10) Directors will expire at the conclusion of this Annual General
Shareholders Meeting. Accordingly, the Company would like to request the election of ten (10) Directors
including four (4) for Outside Directors.
The candidates for Director are as follows.
CandidateNo.

1

Kenya Okushi

4

Kazuhiko
Umezawa
Masahiko
Takenaga
Wataru Tanabe

5

Kenji Suzuki

6

Yuichi Takaku

7

Kuniko Shoji

8

Mana Nabeshima

9

Itsuo Hama

10

Kenji Hamashima

2
3

Current position in the Company

Attendance at themeetings of theBoard of Directors

Term

Reappointment

Representative Director, President& Chief Executive Officer

19/19 (100%)

6 years

Reappointment

Director, Senior Executive Officer

19/19 (100%)

5 years

Reappointment

Director, Senior Executive Officer

19/19 (100%)

4 years

Director, Senior Executive Officer
Director, Senior Executive Officer,
Reappointment
Chief Financial Officer
New appointment Senior Executive Officer
Reappointment
OutsideOutside Director
Independent
Reappointment
OutsideOutside Director
Independent
Reappointment
OutsideOutside Director
Independent
Reappointment
OutsideOutside Director
Independent

19/19 (100%)

2 years

15/15 (100%)

1 year

––19/19 (100%)

5 years

19/19 (100%)

2 years

14/15 (93.3%)

1 year

15/15 (100%)

1 yearName

Reappointment:
Outside:Reappointment

Director candidate to be reappointed
Outside Director candidate

New appointment:
Independent:

Director candidate to be newly appointed
Independent Director/Auditor candidate* As Mr. Kenji Suzuki, Mr. Itsuo Hama and Mr. Kenji Hamashima were newly appointed as Director at the 104th Annual
General Shareholders Meeting on June 24, 2022, their attendance at the meetings of the Board of Directors only counts thosemeetings held after that date.

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1

Kenya Okushi

January 15, 1965

Reappointment

Career summary, position and areas of responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1988

Joined the Company

Apr. 2011

General Manager of Business Coordination Division, Nichirei Foods
Inc.
General Manager of Strategic Planning Division, the Company
Executive Officer; General Manager of Strategic Planning Division,
the Company
Director, Managing Executive Officer; in charge of Brand Promoting
Division, Human Resources Division, Business Administration
Division, Business Promoting Division, Imported Products
Procurement Strategy Division, and International Business Division;
General Manager of Strategic Planning Division, Nichirei Foods Inc.
Representative Director, President, Nichirei Foods Inc.
Director, Executive Officer, the Company

Apr. 2013
Jun. 2014
Number of the Company’s
shares owned
32,947

Jun. 2015

Attendance at the meetingsof the Board of Directors Apr. 201719/19 (100%)
Jun. 2017
Apr. 2018

Director, Executive Officer; in charge of Strategic Planning Division,
the Company
Apr. 2019
Representative Director, President & Chief Executive Officer, theCompany (to the present)
May 2020
Chairman, Japan Frozen Food Association (to the present)
Significant concurrent positions outside the Company
Chairman, Japan Frozen Food Association
Reasons for nomination as candidate for Director
Mr. Kenya Okushi has gained experience in divisions such as manufacturing, business coordination and strategic planning of
the processed foods business as well as corporate management experience as President of the Company and Nichirei Foods
Inc. Mainly at the Board of Directors and other various internal meetings, he provides opinions and advice, etc. from theviewpoint of a position governing the Group management.
Accordingly, the Company nominates him as a candidate for Director in order to continue to take advantage of his experienceand proven track record in the Company’s management.

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2

Kazuhiko Umezawa

January 5, 1966

Reappointment

Career summary, position and areas of responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1988

Joined the Company

Apr. 2008

Executive Officer; General Manager of Solution Development
Division, Logistics Planner Inc.
Managing Executive Officer; General Manager of Management
Division, Logistics Network, Inc.
Representative Director, President, Nichirei Logistics Tokai, Inc.
Representative Director, President, Nichirei Logistics Kansai, Inc.

Apr. 2012
Number of the Company’s
shares owned
23,295

May 2014
May 2016
Jun. 2017

Jun. 2018

Director, Managing Executive Officer; General Manager ofTechnology Information Planning Division; General Manager ofOperation Innovation Promotion Division, Nichirei Logistics GroupInc.
Representative Director, President, Nichirei Logistics Group Inc. (tothe present)
Director, Executive Officer, the Company

Apr. 2023

Director, Senior Executive Officer, the Company (to the present)

Attendance at the meetingsof the Board of Directors
19/19 (100%)
Apr. 2018

Significant concurrent positions outside the Company
Representative Director, President, Nichirei Logistics Group Inc.
Reasons for nomination as candidate for Director
Mr. Kazuhiko Umezawa has operational experience, including logistics solutions for temperature-controlled logistics
business, as well as operational management. He also possesses considerable management experience from being presidentof Nichirei Logistics Group Inc. Mainly at the Board of Directors and other various internal meetings, he provides opinions
and advice, etc. based on his wealth of experience and achievements in the temperature-controlled logistics business.
Accordingly, the Company nominates him as a candidate for Director in order to continue to take advantage of his experienceand proven track record in the Company’s management.

3

Masahiko Takenaga

September 16, 1964

Reappointment

Career summary, position and areas of responsibility in the Company, and significant
concurrent positions outside the Company

Number of the Company’s
shares owned
23,333Apr. 1989

Joined the Company

Apr. 2013
Apr. 2015

General Manager of Brand Promoting Division, Nichirei Foods Inc.
Executive Officer; General Manager of Manufacturing Strategy
Division, and General Manager of Manufacturing Administration
Division, Manufacturing Division, Nichirei Foods Inc.
Executive Officer; Executive General Manager of Consumer Brand
Division, Nichirei Foods Inc.
Managing Executive Officer; Executive General Manager ofConsumer Brand Division, Nichirei Foods Inc.
Director, Managing Executive Officer, Nichirei Foods Inc.

Apr. 2016

Attendance at the meetings Apr. 2017of the Board of Directors
Jun. 201819/19 (100%)
Apr. 2019

Representative Director, President, Nichirei Foods Inc. (to the present)

Jun. 2019

Director, Executive Officer, the Company

Apr. 2023

Director, Senior Executive Officer, the Company (to the present)

Significant concurrent positions outside the Company
Representative Director, President, Nichirei Foods Inc.
Reasons for nomination as candidate for Director
Mr. Masahiko Takenaga has abundant operational experience in divisions such as sales, brand promotion, manufacturing
and consumer brand of the processed foods business, as well as corporate management experience as President of Nichirei
Foods Inc. Mainly at the Board of Directors and other various internal meetings, he provides opinions and advice, etc. basedon his wealth of experience and achievements in these businesses.
Accordingly, the Company nominates him as a candidate for Director in order to continue to take advantage of his experienceand proven track record in the Company’s management.

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4

Wataru Tanabe

July 26, 1969

Reappointment

Career summary, position and areas of responsibility in the Company, and significant
concurrent positions outside the Company

Number of the Company’s
shares owned
7,770

Apr. 1992

Joined the Company

Sept. 2009
Apr. 2019

Representative Director, President, Nichirei Fresh Farm Inc.
Executive Officer, General Manager of Strategic Planning Division,
Nichirei Fresh Inc.
Director, Executive Officer, General Manager of Strategic Planning
Division, Nichirei Fresh Inc.
Representative Director, President, Nichirei Fresh Inc. (to the present)
Director, Executive Officer, the Company
Director, Senior Executive Officer, the Company (to the present)

Jun. 2020
Attendance at the meetingsof the Board of Directors Apr. 2021
19/19 (100%)
Jun. 2021
Apr. 2023

Significant concurrent positions outside the Company
Representative Director, President, Nichirei Fresh Inc.
Reasons for nomination as candidate for Director
Mr. Wataru Tanabe has been engaged in the livestock business for many years, and has been committed to establishing thechicken brand. He has a track record of contributing to the expansion of the sales and profits of the Nichirei Group as well as
experience as President of Nichirei Fresh Inc. Mainly at the Board of Directors and various other internal meetings, he provides
opinions and advice, etc. based on his wealth of experience and achievements in these businesses.
Accordingly, the Company nominates him as a candidate for Director in order to continue to take advantage of his experienceand proven track record in the Company’s management.

5

Kenji Suzuki

February 18, 1967

Reappointment

Career summary, position and areas of responsibility in the Company, and significant
concurrent positions outside the Company

Number of the Company’s
shares owned
5,175

Apr. 1991

Joined the Company

Apr. 2019
Apr. 2021

General Manager of Finance Division, the Company
Executive Officer; General Manager of Business Management
Division, and General Manager of Finance Division, the Company
Executive Officer; in charge of Accounting & Tax Division, General
Manager of Business Management Division, General Manager ofFinance Division, the Company
Executive Officer; in charge of Accounting & Tax Division andManagement Business Division, General Manager of Finance
Division, the Company
Director, Executive Officer; in charge of Accounting & Tax Division,
Management Business Division and Real Estate Division, General
Manager of Finance Division, the Company
Director, Senior Executive Officer, Chief Financial Officer; in chargeof Accounting & Tax Division, Public Relations & Investor Relations
Division, Corporate Internal Audit Division, Real Estate Division,
General Manager of Finance Division, the Company (to the present)

Feb. 2022

Attendance at the meetings Apr. 2022of the Board of Directors
15/15 (100%)*
Jun. 2022
Apr. 2023

Reasons for nomination as candidate for Director
Mr. Kenji Suzuki has been engaged in finance, accounting and tax for many years, and has extensive business experience suchas being stationed in Europe and enhancing the corporate governance structure, and he has deep knowledge about finance.
Furthermore, since being appointed as Executive Officer of the Company, he has been engaged in developing overseas
business as the entire Group’s strategy and business portfolio management.
Accordingly, the Company nominates him as a candidate for Director in order to continue to take advantage of his experienceand proven track record in the Company’s management.
* As Mr. Kenji Suzuki was newly appointed at the 104th Annual General Shareholders Meeting on June 24, 2022, his
attendance at the meetings of the Board of Directors only counts those meetings held after that date.

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6

Yuichi Takaku

July 18, 1970

New appointment

Career summary, position and areas of responsibility in the Company, andsignificant concurrent positions outside the Company

Number of the Company’s
shares owned
5,175
Attendance at the meetingsof the Board of Directors–

Apr. 1994
Apr. 2012
Apr. 2018
Apr. 2021
Apr. 2022

Apr. 2023

Joined the Company
Seconded to Nichirei Holding Holland B.V., Nichirei Logistics GroupInc.
General Manager of Strategic Planning Division, Nichirei Logistics
Group Inc.
Executive Officer; in charge of IT Strategy Division, General
Manager of Strategic Planning Division, the Company
Executive Officer; in charge of IT Strategy Division, General
Manager of Strategic Planning Division, General Manager of
Sustainability Management Division, the Company
Senior Executive Officer; in charge of IT Strategy Division andSustainability Management Division, General Manager of Strategic
Planning Division, the Company (to the present)

Reasons for nomination as candidate for Director
Mr. Yuichi Takaku has been engaged in strategic planning for temperature-controlled logistics business for many years, andhe has a proven track record of drafting and formulating management plans. He also has knowledge related to the overseas
business, which includes working in business management at the European management company.
Furthermore, he has served as Executive Officer of the Company since April 2021, and engages in the Group management
and the promotion of sustainability strategy.
Accordingly, the Company nominates him as a candidate for Director in order to take advantage of his experience andproven track record in the Company’s management.

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7

Kuniko Shoji

January 8, 1954

Reappointment
Outside Director candidate
Independent Director/Auditor candidate

Career summary, position and areas of responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1977

Joined Mochida Pharmaceutical Co., Ltd.

Jul. 1986

Joined Johnson & Johnson Medical K.K. (currently Johnson &Johnson K.K.)
Joined Terumo Corporation; General Manager of Regulatory Affairs
Department, Terumo Corporation
Executive Officer; General Manager of Regulatory Affairs
Department, Terumo Corporation
Director, Senior Executive Officer; General Manager of Regulatory
Affairs Department; General Manager of Clinical Development
Department, Terumo Corporation
Director, Corporate Advisor, Terumo Corporation

Sept. 2002
Jun. 2004
Number of the Company’s
shares owned
1,900
Attendance at the meetingsof the Board of Directors
19/19 (100%)

Jun. 2010
Apr. 2017
Jun. 2018

Mar. 2019
Apr. 2019

Outside Director, the Company (to the present)
Outside Director, MEDIPAL HOLDINGS CORPORATION (to thepresent)
Outside Director, DIC Corporation (to the present)
Professor, Kanagawa University of Human Services Graduate
School, School of Health Innovation (to the present)

Significant concurrent positions outside the Company
Outside Director, MEDIPAL HOLDINGS CORPORATION
Outside Director, DIC Corporation
Professor, Kanagawa University of Human Services Graduate School, School of HealthInnovation
Reasons for nomination as candidate for Outside Director and overview of roles expected to be played if elected
Ms. Kuniko Shoji has extensive experience as a corporate manager and broad knowledge of quality assurance and researchand development. Accordingly, the Company nominates her as a candidate for Outside Director in order to continue to takeadvantage of her experience and knowledge, etc. in the Company’s management.
Should she be reappointed, the Company expects her to contribute to the sustainable growth and the improvement of mediumto long-term corporate value of the Company through her advice on and supervision of the Company’s management based onher experience and knowledge, etc. The Company also expects her to play an important role in improving transparency andfairness of election, dismissal, and remuneration of Directors, etc., as well as in reporting to the Board of Directors, as thechairperson of the Nominating Advisory Committee and a member of the Remuneration Advisory Committee, which areadvisory bodies of the Board of Directors.
Ms. Kuniko Shoji has served as Outside Director of the Company since June 2018, and her term of office will be five years
at the conclusion of this Annual General Shareholders Meeting.

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8

Mana Nabeshima

July 4, 1966

Reappointment
Outside Director candidate
Independent Director/Auditor candidate

Career summary, position and areas of responsibility in the Company, and significant
concurrent positions outside the Company
Aug. 1991
Number of the Company’s
shares owned
2,900
Attendance at the meetingsof the Board of Directors
19/19 (100%)

Oct. 2000
Jan. 2015
Aug. 2016
Sept. 2016

Joined Citibank, N.A., Tokyo Branch
Joined Goldman Sachs Japan Co., Ltd.
Joined DBS Bank Ltd.
Representative Director and CEO, DBS Securities (Japan) Co., Ltd.
Country Head of Japan, DBS Bank Ltd.

Jan. 2020

Executive Officer; Head of Sales, HiJoJo Partners Inc.

Jul. 2020

Vice Chairman, DIGITAL GRID Corporation (to the present)

Dec. 2020

Representative Director, Wakiaiai Co., Ltd. (to the present)

Jun. 2021

Outside Director, the Company (to the present)

Significant concurrent positions outside the Company
Representative Director, Wakiaiai Co., Ltd.
Reasons for nomination as candidate for Outside Director and overview of roles expected to be played if elected
Ms. Mana Nabeshima has extensive experience in overseas business and broad knowledge of finance. Accordingly, theCompany nominates her as a candidate for Outside Director in order to continue to take advantage of her experience andknowledge, etc. in the Company’s management.
Should she be reappointed, the Company expects her to contribute to the sustainable growth and the improvement of mediumto long-term corporate value of the Company through her advice on and supervision of the Company’s management based onher experience and knowledge, etc. The Company also expects her to play an important role in improving transparency andfairness of election, dismissal, and remuneration of Directors, etc., as well as in reporting to the Board of Directors, as amember of the Nominating Advisory Committee and the Remuneration Advisory Committee, which are advisory bodies of
the Board of Directors.
Ms. Mana Nabeshima has served as Outside Director of the Company since June 2021, and her term of office will be twoyears at the conclusion of this Annual General Shareholders Meeting.

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9

Itsuo Hama

March 14, 1954

Reappointment
Outside Director candidate
Independent Director/Auditor candidate

Career summary, position and areas of responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1977

Joined Lion Fat & Oil Co., Ltd. (current Lion Corporation)

Mar. 2008

Jun. 2022

Director, Executive General Manager of Household Products
Division, Lion Corporation
Director, Executive General Manager of Household Products
Division, responsible for Advertising Department, Behavioral Science
Research Institute, Distribution Policy and Customer Development
Department, Lion Corporation
Executive Director, responsible for Health Care Products Division,
Household Products Division, Gift and Channel-Specific Products
Division, Advertising Department, Behavioral Science ResearchInstitute, Distribution Policy and Customer Development Department,
Lion Corporation
Representative Director, President, Executive Officer, Chief
Operating Officer, responsible for Risk Management, Lion
Corporation
Representative Director, President and CEO, Chairman of the Boardof Directors, Executive Officer, Lion Corporation
Representative Director, Chairman of the Board of Directors, Chief
Executive Officer, Lion Corporation
Representative Director, Chairman of the Board of Directors, Lion
Corporation
Outside Director, the Company (to the present)

Mar. 2023

Executive Advisor, Lion Corporation (to the present)

Jan. 2009

Number of the Company’s
shares owned
200Mar. 2010

Attendance at the meetingsof the Board of Directors Jan. 201214/15 (93.3%)*
Mar. 2016
Jan. 2019
Mar. 2022

Reasons for nomination as candidate for Outside Director and overview of roles expected to be played if elected
Mr. Itsuo Hama has extensive experience as a corporate manager, expertise related to research and development and broad
knowledge of business. Accordingly, the Company nominates him as a candidate for Outside Director in order to continue totake advantage of his experience and knowledge, etc. in the Company’s management.
Should he be reappointed, the Company expects him to contribute to the sustainable growth and the improvement of mediumto long-term corporate value of the Company through his advice on and supervision of the Company’s management based on
his experience and knowledge, etc. The Company also expects him to play an important role in improving transparency andfairness of election, dismissal, and remuneration of Directors, etc., as well as in reporting to the Board of Directors, as amember of the Nominating Advisory Committee and the Remuneration Advisory Committee, which are advisory bodies of
the Board of Directors.
Mr. Itsuo Hama has served as Outside Director of the Company since June 2022, and his term of office will be one year at theconclusion of this Annual General Shareholders Meeting.
* As Mr. Itsuo Hama was newly appointed at the 104th Annual General Shareholders Meeting on June 24, 2022, his attendanceat the meetings of the Board of Directors only counts those meetings held after that date.

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10

Kenji Hamashima

January 3, 1959

Reappointment
Outside Director candidate
Independent Director/Auditor candidate

Career summary, position and areas of responsibility in the Company, and significant
concurrent positions outside the Company

Number of the Company’s
shares owned
600

Apr. 1982

Joined Ushio, Inc.

Apr. 1999

Director, President, CEO, Ushio America, Inc.

Nov. 2000
Apr. 2004
Apr. 2007

Director, President, CEO, Christie Digital Systems, Inc.
Senior Group Executive Officer, Ushio, Inc.
Group Managing Executive Officer, Ushio, Inc.

Jun. 2010

Director, Senior Managing Executive Officer, Ushio, Inc.

Apr. 2014
Attendance at the meetings Oct. 2014of the Board of Directors
Apr. 201915/15 (100%)*
Apr. 2020
Jun. 2020

Representative Director, Senior Executive Vice President, Ushio, Inc.
Representative Director, Chief Executive Officer, Ushio, Inc.
Corporate Advisor, Ushio, Inc.
Special Counselor, Ushio, Inc. (to the present)
Outside Director, Inabata & Co., Ltd.

Jun. 2022

Outside Director, Audit and Supervisory Committee Member, Inabata& Co., Ltd. (to the present)
Outside Director, the Company (to the present)
Significant concurrent positions outside the Company
Outside Director, Audit and Supervisory Committee Member, Inabata & Co., Ltd.
Reasons for nomination as candidate for Outside Director and overview of roles expected to be played if elected
Mr. Kenji Hamashima has extensive experience as a corporate manager and broad knowledge related to overseas business.
Accordingly, the Company nominates him as a candidate for Outside Director in order to continue to take advantage of his
experience and knowledge, etc. in the Company’s management.
Should he be reappointed, the Company expects him to contribute to the sustainable growth and the improvement of mediumto long-term corporate value of the Company through his advice on and supervision of the Company’s management based on
his experience and knowledge, etc. The Company also expects him to play an important role in improving transparency andfairness of election, dismissal, and remuneration of Directors, etc., as well as in reporting to the Board of Directors, as amember of the Nominating Advisory Committee and the chairperson of the Remuneration Advisory Committee, which areadvisory bodies of the Board of Directors.
Mr. Kenji Hamashima has served as Outside Director of the Company since June 2022, and his term of office will be one year
at the conclusion of this Annual General Shareholders Meeting.
* As Mr. Kenji Hamashima was newly appointed at the 104th Annual General Shareholders Meeting on June 24, 2022, his
attendance at the meetings of the Board of Directors only counts those meetings held after that date.

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Notes: 1. There are no special interests between each candidate for Director and the Company.
2. The Company has concluded a directors and officers liability insurance policy in which all the Directors are theinsured. The details of the insurance policy are listed in the Business Report (Japanese only). Should the candidates
be appointed Directors, the Company intends to renew the said insurance policy during their term of office withthem as the insured of the said insurance policy.
3. Agreements with Outside Directors to limit liability
Under the provision of the Company’s Articles of Incorporation, the Company has concluded agreements to limit
liability for damages with the four Outside Directors Ms. Kuniko Shoji, Ms. Mana Nabeshima, Mr. Itsuo Hama, andMr. Kenji Hamashima to allow the Outside Directors to fully play their expected roles. The Company intends tocontinue the said agreements should the Outside Directors be reappointed at this Annual General Shareholders
Meeting. The maximum amount of liability is the amount stipulated by laws and regulations.
4. Ms. Kuniko Shoji, Ms. Mana Nabeshima, Mr. Itsuo Hama, and Mr. Kenji Hamashima are registered as four
independent directors/auditors with the Tokyo Stock Exchange, and the Company intends for them to remain
independent directors/auditors should they be reappointed at this Annual General Shareholders Meeting.
5. MEDICEO CORPORATION, a wholly owned subsidiary of MEDIPAL HOLDINGS CORPORATION, where Ms.
Kuniko Shoji serves as Outside Director, was inspected by the Japan Fair Trade Commission and searched by the
Tokyo District Public Prosecutors Office for allegedly violating the Antimonopoly Act regarding bidding of medical
drugs. Regarding this matter, in March 2022, the Fair Trade Commission issued a cease-and-desist order and asurcharge payment order to the participants in the bid. ATOL CO., LTD., also a wholly owned subsidiary of
MEDIPAL HOLDINGS CORPORATION, was inspected by the Japan Fair Trade Commission for allegedly
violating the Antimonopoly Act regarding bidding of medical drugs. Regarding this matter, in March 2023, the Fair
Trade Commission issued a cease-and-desist order and a surcharge payment order to the participants in the bid.
Since both companies have applied to use a charge reduction and exemption system, they have not received any ofthe dispositions. Regarding these matters, as MEDIPAL HOLDINGS CORPORATION has been promoting
compliance management as a group as a whole since the on-site inspection by the Fair Trade Commission, Ms.
Kuniko Shoji has been fully fulfilling her responsibility by presenting appropriate suggestions for the reinforcementof compliance and the arrangement of a compliance system at the Board of Directors, etc. of MEDIPALHOLDINGS CORPORATION from the standpoint of supervising group management.
6. Ms. Mana Nabeshima’s registered name is Mana Tokoi.

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Proposal 3: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member (Outside Audit & Supervisory Board Member)
Mr. Yuhiko Saito will expire at the conclusion of this Annual General Shareholders Meeting.
Therefore, the Company would like to request the election of one (1) Audit & Supervisory Board Member
in order to continue maintaining an appropriate and effective audit system. If this proposal is approved,
the Company will have five (5) Audit & Supervisory Board Members (including three (3) Outside Audit& Supervisory Board Members).
The Audit & Supervisory Board has given its prior consent to the submission of this proposal.
The candidate for Audit & Supervisory Board Member is as follows.

Yuhiko Saito

January 27, 1955

Reappointment
Outside Audit & Supervisory Board
Member candidate
Independent Director/Auditor candidate

Career summary and position in the Company, and significant concurrent positions
outside the Company
Number of the Company’s
shares owned
1,500

Apr. 1983

Appointed Public Prosecutor

Sept. 2012

Director-General of the Rehabilitation Bureau, Ministry of Justice

Jul. 2014

Chief Prosecutor, Kyoto District Public Prosecutors OfficeAttendance at the meetings Apr. 2015of the Board of Directors Sept. 201619/19 (100%)
Mar. 2017

Chief Prosecutor, Yokohama District Public Prosecutors OfficeAttendance at the meetings Jan. 2018of the Audit & Supervisory Mar. 2018
Board
Jun. 201916/16 (100%)Retired from office

Superintending Prosecutor, Takamatsu High Public Prosecutors Office
Superintending Prosecutor, Hiroshima High Public Prosecutors Office
Registered as an attorney (Dojima Law Office) (to the present)

Outside Audit & Supervisory Board Member, the Company (to thepresent)
Significant concurrent positions outside the Company
Attorney

Reasons for nomination as candidate for Outside Audit & Supervisory Board Member
Mr. Yuhiko Saito possesses wealth of experience and intricate knowledge as a legal expert. His career in the legal profession
has included holding judicial positions in government office, and working as an attorney since retiring from public office.
Accordingly, the Company nominates him as a candidate for Outside Audit & Supervisory Board Member in order to continue
to take advantage of his experience and knowledge in the Company’s audits.
Mr. Yuhiko Saito has served as Outside Audit & Supervisory Board Member of the Company since June 2019, and his termof office as Outside Audit & Supervisory Board Member will be four years at the conclusion of this Annual General
Shareholders Meeting.
Notes: 1. There are no special interests between the candidate for Audit & Supervisory Board Member and the Company.
2. The Company has concluded a directors and officers liability insurance policy in which all the Audit & Supervisory
Board Members are the insured. The details of the insurance policy are listed in the Business Report (Japanese only).
Should the candidate be appointed Audit & Supervisory Board Member, the Company intends to renew the said
insurance policy during his term of office with him as the insured of the said insurance policy.
3. Agreement with Outside Audit & Supervisory Board Member to limit liability
Under the provision of the Company’s Articles of Incorporation, the Company has concluded agreements to limit
liability for damages with Outside Audit & Supervisory Board Member Mr. Yuhiko Saito to allow the Outside Audit& Supervisory Board Member to fully play his expected roles. The Company intends to continue the said
agreements should the Outside Audit & Supervisory Board Member be reappointed at this Annual General
Shareholders Meeting. The maximum amount of liability is the amount stipulated by laws and regulations.
4. Reasons why the Company has determined that the candidate is able to execute duties as Outside Audit &Supervisory Board Member appropriately
As stated in the reasons for his nomination as a candidate for Outside Audit & Supervisory Board Member, since
Mr. Yuhiko Saito has expert knowledge in relevant fields, the Company has determined that he is able toappropriately execute his duties as Outside Audit & Supervisory Board Member.
5. Mr. Yuhiko Saito is registered as an independent director/auditor with the Tokyo Stock Exchange, and the Company
intends for him to remain an independent director/auditor should he be reappointed at this Annual General
Shareholders Meeting.

- 14 -

Reference Item: Criteria for Independence for Outside Directors and Outside Audit &Supervisory Board Members
Nichirei Corporation (the “Company”) deems that for any Outside Director, Outside Audit &Supervisory Board Member or candidate for either of the aforementioned positions to qualify as
independent, that individual must not fall under any of the following items.
1. Related party to the Nichirei Group
This includes persons who execute business (“executives”) of the Company and its subsidiaries (the“Group”).
2. Related party as a supplier or client
1) This includes parties whose major suppliers are the Group or an executive thereof.
Note: “Parties whose major suppliers are the Group” refers to a party who in the most recent fiscal
year has received from the Group payments amounting to or exceeding the higher of either 2% ofannual consolidated net sales of the party, or 100 million yen.
2) This also includes major clients and clients of the Group or an executive thereof.
Note: “Major clients of the Group” refers to clients who in the most recent fiscal year have madepayments amounting to 2% or more of the Group’s annual consolidated net sales.
3) This also includes major lenders of the Group, and executives thereof.
Note: “Major lenders of the Group” refers to lenders who in the most recent fiscal year haveloaned to the Group funds amounting to 2% or more of the Group’s consolidated total assets.
3. Party that receives donations or grants
This includes directors and executives of organizations that receive from the Group donations or
grants amounting to 10 million yen or more annually.
4. Specialized service provider
1) This includes individuals who, in addition to officer remuneration of the Group, receive from theGroup fees amounting to 10 million yen or more annually as attorneys at law, certified public
accountants or certified public tax accountants, or for consultancy services involving fields such as
management, finance, technology and marketing.
2) This also includes members, partners or other employees of an auditing firm employed as
accounting auditor for the Group.
5. Holder of voting rights
1) This includes shareholders who hold a 10% or greater share of voting rights of the Company or
executives thereof.
2) This also includes executives of companies for which the Group holds a 10% or greater share of
the respective voting rights.
6. Party with respect to whom the aforementioned have applied in the past1) This includes parties with respect to whom the aforementioned item 1 has applied once or more in
the past.
2) This also includes parties to whom any one of the aforementioned items from 2 to 5 has applied
over any time during the last three years.
7. Close relative
This includes spouses and relatives within two degrees of kinship to whom any one of theaforementioned items from 1 to 6 apply (unless such party has an insignificant influence in regard to
the respective entity).
Nichirei Company “Basic Policy on Corporate Governance”
https://www.nichirei.co.jp/corpo/governance/governance_policy.html (in Japanese)- 15 -

[Reference] Skill matrix of the Board of Directors after the conclusion of the General Shareholders
Meeting (Plan)
Position

Corporate
Management

ESG/
Sustainability

GlobalInnovation/
Marketing

Representative
Director, President
Kenya Okushi& Chief Executive
Officer

●

●

●

●

Director, Senior
Executive Officer

Kazuhiko
Umezawa●(Temperaturecontrolled
logistics)●●

Director, Senior
Executive Officer

Masahiko
Takenaga●(Processed
foods)●●

Director, Senior
Executive Officer

Wataru Tanabe●(Marine, meatand poultry
products)●●

Directors

Director, Senior
Executive Officer,
Kenji Suzuki
Chief Financial
Officer●●

Director, Senior
Executive Officer

Yuichi Takaku●●

Outside Director

Kuniko Shoji●

Outside Director

Mana
Nabeshima●

Outside Director

Itsuo Hama●●

Outside Director

KenjiHamashima●●

Financial
Accounting/
Finance

Legal Affairs/
Compliance

●

●

●

●

●

●

●

●

Audit & Supervisory Board Members

Audit &
Supervisory Board Tatsushi Kato
Member●●Audit &
TetsuroSupervisory Board
Katabuchi
Member●●Outside Audit &Supervisory Board Yuhiko Saito
Member●●Outside Audit &KiyoshiSupervisory Board
Asahina
Member●Outside Audit &MuneakiSupervisory Board
KiyotaMember●●●Note: The above chart does not present all the knowledge, experience and skills of Directors and Audit & Supervisory Board
Members.
End- 16 -