Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code 7522
Start date of measures for electronic provision: June 1, 2023
Date of sending by postal mail: June 8, 2023
To Our Shareholders
Miki Watanabe
Representative Director, Chairman, and President
Watami Co., Ltd.
1-1-3, Haneda, Ota-ku, Tokyo, Japan

Notice of the 37th Annual General Meeting of Shareholders
Notice is hereby given that the 37th Annual General Meeting of Shareholders of Watami Co., Ltd. (the “Company”)
will be held on Friday, June 23 as follows.
When convening this annual general meeting of shareholders, the Company has taken measures for providing
information (items for which measures for providing information in electronic format will be taken) that constitutes
the content of reference documents for the general meeting of shareholders, etc. in electronic format, and has
posted this information on the following websites.
The Company’s website:
https://www.watami.co.jp/ (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/7522/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, fill in the Company’s name in “Issue name(company name)” or the Company’s securities code 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].”)
No souvenirs will be provided for shareholders attending the Annual General Meeting of Shareholders.
Thank you for your understanding.
For this year’s annual general meeting of shareholders, given that the novel coronavirus (COVID-19) has been
downgraded to a Class 5 infectious disease, the meeting will be held at an external venue (Ota City Industrial Plaza
PiO) for the first time in four years.
We ask that shareholders who are considering attending the meeting make their decisions based on their healthcondition leading up to the day of the meeting.
If you do not attend the meeting in person, you may exercise your voting rights via the Internet or in writing. Please
review the Reference Documents for the General Meeting of Shareholders shown below and exercise your voting
rights in accordance with the “Information on Exercise of Voting Rights” (in Japanese only) by 6:00 p.m. on
Thursday, June 22, 2023.

-1-1. Date and time
2. Venue

Friday, June 23, 2023; 2:00 p.m. (registration is scheduled to begin at 1:00 p.m.)
Ota City Industrial Plaza PiO, Main Exhibition Hall
1-20-20, Minami Kamata, Ota-ku, Tokyo, JapanThe location has been changed from the last meeting. Please refer to the “Map for the Venueof the 37th General Meeting of Shareholders” attached to the appendix of the Japaneseversion of this document and take care not to visit the previous address.
3. Purpose of the Meeting
Matters to be reported
1. The Business Report, Consolidated Financial Statements, and the audit results of the financial auditor andthe Audit and Supervisory Committee on the Consolidated Financial Statements for the 37th Fiscal Year(from April 1, 2022 to March 31, 2023)
2. Non-consolidated Financial Statements for the 37th Fiscal Year (from April 1, 2022 to March 31, 2023)
Matters to be resolved
Proposal 1
Appropriation of Surplus
Proposal 2
Election of Three Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)--

For those attending the meeting on the day, please submit the enclosed voting form at the reception desk.
In the voting form used for exercising voting rights in writing (by mail), no indication of approval or disapproval for a given
proposal will be treated as indication of approval for the proposal in question.
For this general meeting of shareholders, we have delivered paper-based documents stating the items subject to measures forelectronic provision to all shareholders, regardless of whether or not they have requested them. Among the items subject tomeasures for electronic provision, in accordance with the provisions of laws and regulations and Article 16 of the Articles ofIncorporation of the Company, the following items are not provided in the paper-based documents delivered to shareholders.
1.
Status of shares and share acquisition rights, etc. in the Business Report2.
Consolidated Statement of Changes in Equity in the Consolidated Financial Statements
3.
Notes to Consolidated Financial Statements in the Consolidated Financial Statements
4.
Non-consolidated Statement of Changes in Equity in the Non-consolidated Financial Statements
5.
Notes to Non-consolidated Financial Statements in the Non-consolidated Financial Statements
Accordingly, the documents provided in this Notice of Convocation are a part of the Business Report, Consolidated Financial
Statements and Non-consolidated Financial Statements audited by the Audit and Supervisory Committee in preparing the Audit
Report, and a part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the financial
auditor in preparing the Financial Audit Report.
If revisions to the items subject to measures for electronic provision arise, the revisions will be posted on the Company’s website
and the TSE website.

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Reference Documents for the General Meeting of Shareholders
Proposal 1

Appropriation of Surplus

Regarding the distribution of surplus for the current fiscal year, the Company’s basic policy is to pay stabledividends.
For the year-end dividend, the Company proposes the following in consideration of the current fiscal year’sperformance and future business development, among other factors.
The Company proposes to pay a year-end dividend for the Class A preferred shares for the fiscal year under review
based on the prescribed amount as stipulated in the Articles of Incorporation and the Class A Preferred Shares
Issuance Guideline.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount
Per share of the Company’s common stock:
7.50 yen
Total amount of common stock dividends:
299,882,423 yen
Per Class A preferred share of the Company: 4,000,000 yen
Total amount of Class A preferred share dividends:
Total dividends:
779,882,423 yen(3) Effective date of dividends of surplus
June 26, 2023

-3-480,000,000 yen

Proposal 2

Election of Three Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all three Directors (excluding Directors who are Audit and Supervisory Committee
Members; the same shall apply hereinafter in this proposal) will expire at the conclusion of this General Meeting ofShareholders.
Therefore, the Company proposes the election of three Directors.
As a result of the deliberation by the Audit and Supervisory Committee, it has been determined that the candidates
for this proposal are suitable for the position.
The candidates for Directors are as follows.
Candidateno.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984
May 1986

Mar. 2001

Mar. 2003

June 2009
Nov. 20101

Miki Watanabe(October 5, 1959)
Feb. 2011
May 2011
June 2011

June 2013

July 2013
Sept. 2019
Mar. 2021
Oct. 2021

Established Watami Shoji Co., Ltd.,Representative Director
Established Watami Corporation (currentlyWatami Co., Ltd.)
Representative Director and President
Representative, School Aid Japan (specifiednon-profit organization) (currently School Aid
Japan (public interest foundation)) (currentposition)
Chairman of the Board, Ikubunkan Educational
Corporation (currently Ikubunkan Institute ofEducation) (current position)
Representative Director, Chairman, and CEO ofthe Company
Chairman of the Board, Minna no Yume woKanaeru Kai (specified non-profit corporation)(currently Minna no Yume wo Kanaeru Kai(public interest incorporated foundation))(current position)
Director and Chief Advisor of the Company
Director and Chairman (part-time)Counselor of Reconstruction Measures, City ofRikuzentakata, Iwate Prefecture (currentposition)
President, Save Earth Foundation (publicinterest incorporated foundation) (currentposition)
Member of the House of Councilors
Representative Director and Chairman of theCompany and Group CEO
Member of the Reconstruction Promotion
Committee, Reconstruction Agency
Representative Director, Chairman, andPresident of the Company (current position)-4-

Number of theCompany’s shares
owned- shares

Candidateno.

Name(Date of birth)

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

Number of theCompany’s shares
owned[Reasons for selection as a candidate]
As the founder of the Company, he has built the Watami Group into what it is today. He has led the Company’s
management for many years, and has been involved in numerous businesses, including food service, nursing care,home-delivered meals, agriculture, and the environment, establishing a unique “sixth industry model” and achieving
many successes.
In addition to his involvement in national politics as a member of the House of Councilors, he has held a number ofimportant positions, including director of the Japan Business Federation, member of the government’s Education
Rebuilding Council, counselor of City of Rikuzentakata in Iwate Prefecture, and member of the Reconstruction
Agency’s Reconstruction Promotion Committee. The Company has nominated him as a candidate for the position ofDirector, based on its judgment that he, with a wealth of knowledge, experience, and achievements, is familiar withvarious issues in corporate management, and is indispensable for enhancing the management decision-making functionof the Board of Directors and the supervisory function of business execution, and improving the medium- to long-term
corporate value of the Watami Group.

-5-Candidateno.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Sept. 1991
Aug. 1997
Aug. 2003
Sept. 2005
Apr. 2006
June 2009

Nov. 2012

Oct. 2014
Kuniaki Shimizu(June 1, 1970)

Mar. 2015

Apr. 2015
2

June 2015
Dec. 2015
Dec. 2015
Oct. 2021
Apr. 2022
Sept. 2022
Apr. 2023

Joined the Company
General Manager of East Japan Division
Executive Officer and General Manager ofGohan Business Division
Director of R No Kaigo Inc.
Representative Director and President of
Watami no Kaigo Co., Ltd.
Director of the Company and Representative
Director and President of Watami no Kaigo Co.,Ltd.
Managing Director of the Company and
Representative Director and President of
Watami no Kaigo Co., Ltd.
Managing Director of the Company and
Representative Director and President ofWatami Food Service Co., Ltd.
Representative Director and President of theCompany and Representative Director andPresident of Watami Food Systems Co., Ltd.
Director of Watami International Company
Limited (current position)
Director of Watami Energy Co, Ltd.
Outside Director of SOMPO Care Next Inc.
Representative Director, President and COO ofthe Company
Representative Director, Vice President andGeneral Manager of HR Development Division
Representative Director and Vice President
Representative Director of Watami Energy Co.,
Ltd. (current position)
Director and Vice President of the Company(current position)

Number of theCompany’s sharesowned

48,835 shares[Reasons for selection as a candidate]
He has served as Representative Director and President of some subsidiaries in the restaurant business and subsidiaries
in the nursing care business, and Representative Director and Vice President of the Company. Through his roles, he hasa wealth of experience and achievements, including leading efforts to achieve growth and improve the performance ofthe Watami Group’s businesses. He currently supervises the formulation and execution of the personnel strategy in linewith the Watami Group’s corporate philosophy and management targets, as Director and Vice President, and contributes
significantly to the formulation of the Watami Group human rights policy, education and training of human resources,
improvement of the hiring process, improvement of the work environment, enhancement of employees’ motivation, etc.
The Company has nominated him as a candidate for the position of Director based on its judgment that he cancontribute to the enhancement of the Watami Group’s corporate value over the medium- to long term in accordancewith the Watami Group’s corporate philosophy.

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Candidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2011
Aug. 2012
Oct. 2016
May 2018

Shoya Watanabe(December 17, 1987)

June 2018
Jan. 2020
June 2020

Apr. 2021
3Joined Mirabaud (Asia) limited
Joined the Company
Joined Suntory Spirits Ltd.
Received Master of Business Administration(MBA) from McGill University
Beam Suntory, Inc. (Chicago)
Executive Officer and General Manager ofOverseas Business Division of the Company
Director, Senior Executive Officer and General
Manager of Overseas Food Service Business
Division
Director, CFO, Senior Executive Officer, andGeneral Manager of Overseas Business
Division
Director, CFO (current position)

Number of theCompany’s shares
owned

14,300 shares

Apr. 2022[Reasons for selection as a candidate]
He joined the Company in 2012 after working at a foreign financial institution, focusing on analysis of hedge funds andother financial products. He has worked across the board in accounting, sales, store development, and corporateplanning. He worked as a Scotch whisky brand manager at Suntory Spirits Ltd. in 2016, and as a member of the Jim
Beam brand team at Beam Suntory, Inc. Chicago as the only Japanese member in 2018. Through such experience, hedeveloped a sense of international corporate management. He received an MBA from McGill University around thesame time. Since January 2020, as General Manager of the Overseas Business Division, he had used his knowledge andexperience to make a significant contribution to the establishment and development of the Company’s overseas strategy.
He was elected as a Director in June 2020, and has been fulfilling his duties as Director, CFO since April 2021. He has
been nominated as a candidate for Director, based on the Company’s judgment that he has sufficient qualifications andabilities in corporate management, as well as that he is a person necessary for the new corporate strategy of the Watami
Group.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance policy with an insurance company, as
stipulated in Article 430-3, paragraph (1) of the Companies Act, which is scheduled to be renewed in October 2023.
Each of the current Directors who are candidates for Director is already insured under the said policy, and will continue
to be insured under the said policy in the event that he/she is reappointed as Director of the Company. The insurance
policy is designed to cover damages incurred by the insured in the event that the insured is sued for damages during theinsurance period due to acts (including omissions) committed by the insured in the course of his/her duties as an officerof the Company, and the insured will be liable for damages and litigation expenses.

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