This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage
arising from the translation.

Securities code: 3139
February 6, 2023
To Shareholders with Voting Rights:
Motohisa Miura
Managing Director
Lacto Japan Co., Ltd.
2-11-2 Nihonbashi, Chuo-ku
Tokyo, JapanNOTICE OF
THE 25TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 25th Annual General Meeting of Shareholders of Lacto Japan Co., Ltd.
(the “Company”) will be held as described below.
You may exercise your voting rights via postal mail or the Internet, etc. and whichever method you
choose to use, please complete the procedures so that your votes arrive by 5:30 p.m. on Tuesday,
February 21, 2023, Japan time. (Please refer to the Guide to Exercising Voting Rights on pages 3 and 4 of
the Japanese original.)
In order to ensure the safety of shareholders and prevent the spread of COVID-19, we would like to
ask you to utilize the option to exercise your voting rights in advance via postal mail or the Internet, etc.
and refrain from attending the General Meeting of Shareholders in person.
1. Date and Time:
2. Place:

Wednesday, February 22, 2023 at 10:00 a.m. Japan time
(Reception begins at 9:00 a.m.)Royal Hall, 3rd Floor, Royal Park Hotel
2-1-1 Nihonbashi-Kakigara-cho, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 25th Fiscal Year (December 1, 2021 – November 30, 2022)
and results of the audits of the Consolidated Financial Statements by the
Accounting Auditor and the Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 25th Fiscal
Year (December 1, 2021 – November 30, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Six (6) Directors (excluding Directors who are Audit andProposal 3:
Supervisory Committee Members)
Election of Four (4) Directors (Audit and Supervisory Committee Members)
Proposal 4:◼ If attending the meeting in person, please submit the enclosed Form for Exercising Voting Rights atthe venue’s reception desk. We would also like to ask you to bring this Notice of the General Meetingof Shareholders as agenda materials.
◼ If revisions are made to the Reference Documents for the General Meeting of Shareholders, theBusiness Report, the Non-consolidated Financial Statements, or the Consolidated Financial
Statements, the revised items will be posted online on the Company’s website.
◼ Among the documents to be provided along with this Notice of the General Meeting of Shareholders,-1-the following items are made available online on the Company’s website in accordance with theprovisions of laws and regulations and Article 14 of the Articles of Incorporation, so they have notbeen stated in the documents provided along with this Notice. Accordingly, the documents provided
along with this Notice are part of the documents audited by the Audit and Supervisory Committee andthe Accounting Auditor when preparing their audit reports.
(1) Systems to ensure the properness of operations(2) Overview of implementation of systems to ensure the properness of operations(3) Basic policy on control of the company(4) Consolidated Statements of Changes in Net Assets(5) Notes to Consolidated Financial Statements(6) Non-consolidated Statement of Changes in Net Assets(7) Notes to Non-consolidated Financial Statements
The Company’s website: https://www.lactojapan.com/en/Top.html-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company positions the appropriate return of profits to shareholders as an importantmanagement issue.
In addition, the Company aims to increase corporate value on a sustained basis and continue toincrease dividends in a stable manner while ensuring internal reserve necessary for future proactive
business development and further enhancement of management structure.
Based on this policy, the Company intends to pay a year-end dividend for the fiscal year underreview as indicated below.
1. Type of dividend property
Cash
2. Matters concerning allocation of dividend property and the total amount
Dividend per share of common stock of the Company: ¥40
Total: ¥395,717,360
3. Effective date of dividend of surplus
February 24, 2023

-3-

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for proposal(1) To respond to future diversification of business contents, business purposes shall be amended andadded to the current Article 2 of the Article of Incorporation.
(2) The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) was enforced on September 1, 2022.
Accordingly, with the introduction of the system for electronic provision of materials for general meetingsof shareholders, the Articles of Incorporation of the Company shall be amended as follows.
1) As it has been required that the Articles of Incorporation provide that information contained in thereference documents for the general meeting of shareholders, etc. shall be provided electronically, theproposed Article 14 (Measures for Electronic Provision, Etc. of Reference Documents for the General
Meeting of Shareholders, Etc.), Paragraph 1 shall be newly established.
2) The proposed Article 14 (Measures for Electronic Provision, Etc. of Reference Documents for the
General Meeting of Shareholders, Etc.), Paragraph 2 shall be newly established so that, among information
contained in the reference documents for the general meeting of shareholders, etc. which is provided
electronically, the scope of matters to be included in the paper copy to be sent to shareholders who haverequested it can be limited as provided for in the Ordinance of the Ministry of Justice.
3) With the introduction of the system for electronic provision of reference documents for the general
meeting of shareholders, provisions of the current Article 14 (Internet Disclosure and Deemed Provisionof the Reference Documents for the General Meeting of Shareholders, Etc.) will be unnecessary and will
therefore be deleted.
4) Supplementary provisions related to the effectiveness of the above provisions to be deleted shall beestablished. The supplementary provisions shall be deleted after a lapse of a predetermined time period.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined)
Proposed Amendments

Current Articles of Incorporation(Purpose)
Article 2 The purpose of the Company shall be toengage in the following businesses.

(Purpose)
Article 2 The purpose of the Company shall be toengage in the following businesses.

(1) Import, export and sales ofagricultural, livestock and marine products
and processed products, and ingredients
thereof(2) Import, export and sale of foodadditives, flavoring, fertilizer, feedstuff,
feedstuff additives, and ingredients thereof-4-(1) Trade, purchase and sale,
manufacturing, processing, andwholesaling related to the following
products
1) Agricultural, livestock and marine
products and processed products, ingredients
thereof, and livestockCurrent Articles of Incorporation(3) Import, export and sale of foodprocessing machinery and components
thereof(4) Import, export and sale ofpharmaceuticals, quasi-pharmaceuticals,
cosmetics, other chemical products, andingredients thereof(5) Import, export and sale of liquor andother beverages, food products, andingredients thereof

Proposed Amendments
2) Food additives, flavoring, fertilizer,
feedstuff, feedstuff additives, andingredients thereof3) Machinery and instruments for foodprocessing and food preparation, andcomponents thereof(6) Money loan, guaranteeing andunderwriting of obligations, purchase andsale of claims, exchange trade, and otherfinancial business(7) Services related to information
processing and provision, IT, andinformation, etc.
(8) Accounting, financial, labor, andinsurance services, and worker dispatchingundertakings(9) Agriculture and livestock business, anddairy farming(10) Non-life insurance agent(11) Manufacturing, processing,wholesaling, agent, and broker incidental
to those set forth in the above items(12) Consulting business incidental tothose set forth in the above items(13) Any and all businesses incidental tothose set forth in the above items
Article 3 – Article 13 <Omitted>(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 14 The Company may, when convening ageneral meeting of shareholders, deem thatit has provided information to shareholders
pertaining to matters to be described orindicated in the reference documents forthe general meeting of shareholders,business report, non-consolidated financial
statements, and consolidated financial
statements, by disclosing such information

4) Pharmaceuticals, quasi-pharmaceuticals,
cosmetics, other chemical products, andingredients thereof5) Liquor and other beverages, foodproducts, and ingredients thereof6) Miscellaneous daily goods and sanitary
goods(2) Money loan, guaranteeing andunderwriting of obligations, purchase andsale of claims, exchange trade, and otherfinancial business(3) Services related to information
processing and provision, IT, andinformation, etc.
(4) Accounting, financial, labor, andinsurance services, and worker
dispatching undertakings(5) Agriculture and livestock business,and dairy farming(6) Non-life insurance agent(7) Agent and broker incidental to those
set forth in the above items(8) Consulting business incidental tothose set forth in the above items(9) Any and all businesses incidental tothose set forth in the above items
Article 3 – Article 13 <Unchanged>(Deleted)-5-

Current Articles of Incorporation
through the Internet in accordance with theprovisions provided in the Ordinance ofthe Ministry of Justice.
(Newly established)(Newly established)

Proposed Amendments(Measures for Electronic Provision, Etc. ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 14 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2.
Among the matters to be provided
electronically, the Company shall not be
required to include all or part of thematters stipulated in the Ordinance of the
Ministry of Justice in the paper copy to besent to shareholders who have requested
it.
Supplementary provisions(Transitional Measures for Electronic Provision Etc.
of Reference Documents for the General Meetingof Shareholders, Etc.)
Article 2 The following provision shall be effective
until the lapse of six months from
September 1, 2022 or the lapse of threemonths from the date of the last general
meeting of shareholders to be held within
six months from September 1, 2022,
whichever is later.
The Company may, when convening ageneral meeting of shareholders, deemthat it has provided information toshareholders pertaining to matters to be
described or indicated in the reference
documents for the general meeting ofshareholders, business report, nonconsolidated financial statements, andconsolidated financial statements, bydisclosing such information through theInternet in accordance with the provisions
provided in the Ordinance of the Ministryof Justice.
2.
The supplementary provisions shall bedeleted on either of the dates set forth in
the preceding paragraph, whichever islater.

-6-

Proposal 3: Election of Six (6) Directors (Excluding Directors who are Audit and Supervisory
Committee Members)
The terms of office of all six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members; hereinafter the same shall apply in this Proposal) will end as of the conclusion ofthis General Meeting of Shareholders. Accordingly, the Company proposes the election of six (6)Directors.
The candidates for Director are as follows.
No.

Positions and responsibilities at the Company

Name

1

Motohisa Miura[Reappointment]

Male

2

Masayuki
Maekawa[Reappointment]

Male

3

Takashi Abe[Reappointment]

Male

4

Shin Kojima[Reappointment]

Male

5

Kenji Bundo

6

Yasuhiro Ikeda[New
appointment][New
appointment][Outside][Independent]

Male

Male

Managing Director
Overall management, supervision of overseas
business, in charge of Internal Audit Office, Quality
Assessment Office, and Overseas Business OfficeNomination and Compensation Advisory Committee
MemberDirector
Supervision of administrative divisions, in charge ofCorporate Staff Division
Director
Supervision of Asian business, Managing Director of
LACTO ASIA PTE LTD.
Director
Supervision of dairy ingredients and cheese business,in charge of Business Development Division
Senior Executive Officer
Divisional Manager of Corporate Staff Division
Advisor

-7-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions

Number ofshares of theCompany held

Joined Toshoku Ltd.
Joined the Company
General Manager of Sales Division 1, Leader ofDairy Ingredients Team One, the Company
General Manager of Sales Division 1, theApril 2007
Company
256,249
Managing Director, LACTO ASIA PTE LTD.
Executive Officer, General Manager of Sales
June 2008
Motohisa Miura
Division 1, the Company(September 25, 1954)
Managing Director, LACTO ASIA PTE LTD.
Director, the Company
February 2011
[Reappointment]
February 2017Managing Director, the Company (current
position)[Reason for nomination as candidate for Director]
Mr. Motohisa Miura has extensive business experience as the person responsible for sales divisions andoverseas subsidiaries, and as a Director since 2011 and as Representative Director and Managing Director since2017, he has been deeply involved in the Company’s management. Mr. Miura possesses knowledge related tooverall management, global business management, and administration and operations, and the Company has
judged him to be appropriate as a candidate for Director.
April 1980
Joined Toshoku Ltd.
April 2000
Joined the Company
General Manager of Administrative Division, theApril 2008
Company
March 2011
Executive Officer, General Manager of
Administrative Division, the Company
167,391
February 2013
Director, General Manager of Administrative
Division, the Company
Masayuki Maekawa
March 2013
Director, the Company (current position)(October 6, 1957)
April 1978
January 1999
May 2006

1

2[Reappointment][Reason for nomination as candidate for Director]
Mr. Masayuki Maekawa has extensive business experience in administrative divisions, including accounting
and finance, serving as the person in charge of them, and as a Director since 2013, he has been involved in the
Company’s management. Mr. Maekawa possesses knowledge related to the Group’s administration andoperations, and the Company has judged him to be appropriate as a candidate for Director.

-8-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions

Joined Toshoku Ltd.
Joined the Company
General Manager of Cheese Business Division, theCompany
Executive Officer, General Manager of Cheese
April 2016
Business Division, the Company
April 2018
Executive Officer, overall control of sales
divisions, the Company
122,084
March 2020
Senior Executive Officer, overall control of sales
divisions, the Company
Takashi Abe
April 2020
Senior Executive Officer, overall control of sales(May 31, 1967)
divisions, General Manager of Business
Development Division, the Company[Reappointment]
February 2021
Director, the Company
December 2021 Director, the Company
Managing Director, LACTO ASIA PTE LTD.
(current position)[Reason for nomination as candidate for Director]
Mr. Takashi Abe has been involved in dairy ingredients sales for many years, and has experience as the person
responsible for domestic sales divisions. Presently, he is operating a trading company and manufacturingbusiness as the person responsible for Asian business division. Mr. Abe possesses extensive businessexperience related to domestic and overseas sales activities and manufacturing business operations, as well as
knowledge related to the Group’s administration and operations. Therefore, the Company has judged him to beappropriate as a candidate for Director.
April 1991
December 1998
April 2013

3

Number ofshares of theCompany held

-9-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1994
April 1999
April 2014
April 2016
September 2016

Shin Kojima(May 9, 1970)

March 2020
February 2021

4
[Reappointment]

December 2021

Joined Toshoku Ltd.
Joined the Company
General Manager of Dairy Ingredients Division 1,
the Company
Executive Officer, General Manager of Dairy
Ingredients Division 1, the Company
Executive Officer, the Company
Managing Director, LACTO ASIA PTE LTD.
Senior Executive Officer, the Company
Managing Director, LACTO ASIA PTE LTD.
Director, the Company
Managing Director, LACTO ASIA PTE LTD.
Director, the Company (current position)

Number ofshares of theCompany held

165,484[Reason for nomination as candidate for Director]
Mr. Shin Kojima has been involved in dairy ingredients sales for many years, and, since 2016, he has served as
the person responsible for Asian business divisions, driving the growth of the business. Presently, as a Director,
he is supervising Dairy Ingredients Division and Cheese Business Division and a new business division. Mr.
Kojima possesses extensive business experience related to domestic and overseas sales activities andmanufacturing business operations, as well as knowledge related to the Group’s administration and operations.
Therefore, the Company has judged him to be appropriate as a candidate for Director.

- 10 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1992
August 2003
April 2016

April 2018

Kenji Bundo(November 3, 1969)

February 2021

5[New appointment]
December 2021

Joined Toshoku Ltd.
Joined the Company
Deputy Division General Manager of Corporate
Staff Division, General Manager of Human
Resources & General Affairs Department, General
Manager of Investor Relations Department, theCompany
Executive Officer, Deputy Division General
Manager of Corporate Staff Division, General
Manager of Human Resources & General Affairs
Department, General Manager of Investor
Relations & Public Relations Department, theCompany
Senior Executive Officer, Division General
Manager of Corporate Staff Division, General
Manager of Human Resources & General Affairs
Department, the Company
Senior Executive Officer, Division General
Manager of Corporate Staff Division, the Company(current position)

Number ofshares of theCompany held

24,000[Reason for nomination as candidate for Director]
Mr. Kenji Bundo has supervised the administrative divisions, and possessed extensive experience and a wide
range of knowledge related to general operations of administrative divisions such as accounting, finance, humanresources, and investor relations. With his experience and insight, he can be expected to contribute to theGroup’s administration and operations and adequately fulfill a role in determining and supervising execution of
the Company’s important operations. Therefore, the Company has judged him to be appropriate as a candidate
for Director.

- 11 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions

Number ofshares of theCompany held

Joined Nippon Reizo Inc. (current Nichirei
Corporation)
April 2007
Executive Officer, Executive General Manager ofMarketing Unit, General Manager of Marketing
Department, Deputy Executive General Manager
of Sales Unit, Nichirei Foods Inc.
Managing Executive Officer, in charge of Research
April 2010
& Development Department, Executive General
Manager of Marketing Unit, General Manager ofMarketing & Products Development Division No.
1, Nichirei Foods Inc.
President, Executive Officer, Nichirei Foods Inc.
April 2011
Yasuhiro Ikeda
Representative Director, President and Executive
June 2011(August 18, 1956)
Officer, Nichirei Foods Inc.
Director, Executive Officer, Nichirei Corporation,
and[New appointment]
Director, Nichirei Fresh Inc.
[Outside]
Director, Chairman, Nichirei Foods Inc.
April 2017
[Independent]
April 2021
Director, Counselor, Nichirei Foods Inc.
June 2021
Counselor, Nichirei Foods Inc. (current position)
June 2022
Outside Director, ITOCHU Techno-Solutions
Corporation (current position)
December 2022 Advisor, the Company (current position)[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Yasuhiro Ikeda has long-standing experience as a business executive in the food industry, as well as
extensive experience in and knowledge on R&D, production, and sales, etc. including consumer business in thefood manufacturing industry. The Company believes he will draw on such experience and insight to strengthen
oversight of the Company’s management and provide beneficial advice on overall management, and it has
therefore judged him to be appropriate as a candidate for Outside Director.
April 1979

6

Notes: 1. There are no special interest relationships between the candidates for Director and theCompany.
2. Mr. Yasuhiro Ikeda is a candidate for Outside Director.
3. The Company intends to enter into an agreement with Mr. Yasuhiro Ikeda to limit his liability
for damages stipulated in Article 423, Paragraph 1 of the Companies Act to the minimum
liability amount stipulated in Article 425, Paragraph 1 of the act in accordance with theprovisions of the Company’s Articles of Incorporation and Article 427, Paragraph 1 of theact, if Mr. Ikeda’s election is approved as proposed.
4. Mr. Yasuhiro Ikeda will be registered as an independent officer based on the rules of theTokyo Stock Exchange, and if he is elected as proposed, he will be an independent officer.
5. The Company has entered into a directors and officers liability insurance agreement with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, withdirectors (including Audit and Supervisory Committee Members) of the Company and its
subsidiaries as the insured persons. (Provided, however, that the subsidiaries of the Company
that have independently entered into their own directors and officers liability insurance
agreements are excluded.) The terms and conditions of the said agreement are stated on page
39 of the Japanese original. The Company intends to renew the said insurance agreementwith the same terms and conditions at the next renewal.

- 12 -

- 13 -

Proposal 4: Election of Four (4) Directors (Audit and Supervisory Committee Members)
The terms of office of four (4) Directors who are Audit and Supervisory Committee Members willend as of the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes
the election of four (4) Directors who are Audit and Supervisory Committee Members.
This proposal has been agreed by Audit and Supervisory Committee.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.
No.

Positions and responsibilities at the Company

Name

1

Kimiaki Abe

2

Naofumi Hara

3

Toshio Hoga

4

Hiroko Sakamoto[Newappointment][Reappointment][Outside][Independent][Reappointment][Outside][Independent][Reappointment][Outside][Independent]

Male
Male

Senior Executive Officer
In charge of management strategy
Outside Director
Nomination and Compensation Advisory Committee
MemberMale

Outside Director

Femal
e

Outside Director- 14 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions

Joined Toshoku Ltd.
Joined the Company
General Manager of Sales Division 1, theCompany
Executive Officer, General Manager of Dairy
April 2015
Ingredients Division 2, the Company
March 2016
Executive Officer, the Company
20,000Managing Director, Lacto Europe B.V.
Kimiaki Abe
March 2018
Executive Officer, General Manager of Overseas
Project, the Company(March 4, 1959)
March 2020
Senior Executive Officer, General Manager ofOverseas Project, the Company[New appointment]
Senior Executive Officer, in charge of BusinessAugust 2021
Strategy (current position)[Reason for nomination as candidate for Director who is Audit and Supervisory Committee Member]
Mr. Kimiaki Abe has engaged in domestic and overseas sales and sales-related operations for many years, andhas extensive experience and a wide range of knowledge related to the Company’s business. The Company
believes that he is capable of working on audit of business execution related to the Company’s management,using the experience and insight he has cultivated so far, and it has therefore judged him to be appropriate as a
candidate for Director who is Audit and Supervisory Committee Member.
April 1981
August 2003
April 2011

1

Number ofshares of theCompany held

- 15 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions

Joined Sony Corporation
General Manager of Corporate Public Relations
Office, Public Relations Center, Sony Corporation
January 1999
General Manager of Regional Marketing
Department, Broadcasting & Professional Systems
Company, Sony Corporation
President, Sony Broadcast & Professional Latin
June 2000
America
April 2002
General Manager of Brand Strategy Department,
Sony Corporation
April 2003
General Manager of External Relations
Department, Sony Corporation
Corporate Executive (SVP), Sony Corporation
June 2005
August 2009
Executive Officer, General Manager of Group
Communication Division, Zensho Co., Ltd.
Japan Management Committee Member, General
July 2010
Manager of Communication Division, Glaxo Smith
Kline
K.K.
Naofumi Hara
September 2013 Special Advisor, National Institute of Advanced(May 30, 1953)
Industrial Science and Technology
Special Assistant, Public Relations Department,
April 2014
[Reappointment]
National Institute of Advanced Industrial Science[Outside]and Technology
January
2017
Advisor, the Company[Independent]
February 2017
Outside Director, the Company
April 2018
Advisor, Sanden Holdings CorporationVice-president, Office RC (current position)
April 2020
February 2021
Outside Director serving as Audit and Supervisory
Committee Member, the Company (current
position)
April 2022
Advisor, Public Relations Department, National
Institute of Advanced Industrial Science andTechnology (current position)[Reason for nomination as candidate for Outside Director who is Audit and Supervisory Committee Member andexpected roles]
Mr. Naofumi Hara has long-standing experience in and insight on operations of public relations and investors
relations in major business companies, as well as experience in multiple industries including the electronics
industry as an executive manager. Therefore, the Company believes that he is capable of working on audit ofbusiness execution from a wide perspective. With the aim of further enhancing the Group’s managementfoundation and increasing corporate value, the Company has judged him to be appropriate as a candidate for
Outside Director who is Audit and Supervisory Committee Member.
April 1978
January 1997

2

Number ofshares of theCompany held

- 16 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions

Joined Ministry of Finance, Japan
Director of Liquor Tax and Industry Division,
National Tax Agency
June 1992
Director of Government Asset Management
Division, Financial Bureau, Ministry of Finance
June 1993
Deputy Governor, Toyama Prefecture
July 1995
Deputy Director-General of Tobacco and Salt
Industries Office, Financial Bureau, Ministry of
Finance
Director-General of Tokyo Customs, Ministry ofJuly 1996
Finance
July 1997
Deputy Director-General of the Customs and Tariff
Bureau, Ministry of Finance
July
1998
Retiredfrom
MinistryofFinanceToshio Hoga
July 1998
Director, Small Business Credit Insurance(April 17, 1946)
Corporation
July 1999
Director, Japan Small and Medium Enterprise[Reappointment]
Corporation, Principal of the Institute for Small[Outside]
Business Management and Technology[Independent]
October 2003
Registered as a lawyer, Tanabe & Partners
Dofukai Law Office (current position)
April 2005
Outside Auditor, the Company
February 2019
February 2021
Outside Director serving as Audit and Supervisory
Committee Member, the Company (current
position)[Reason for nomination as candidate for Outside Director who is Audit and Supervisory Committee Member
and expected roles]
Mr. Toshio Hoga has not been involved in corporate management by a method other than serving as an outside
officer. However, since he has a deep knowledge on a wide range of fields through experience as a lawyer andexperience of serving in public offices for many years, the Company believes that he is capable of working on
audit of business execution from a legal viewpoint and various perspectives. With the aim of further enhancing
the Group’s management foundation and increasing corporate value, the Company has judged him to beappropriate as a candidate for Outside Director who is Audit and Supervisory Committee Member.
July 1969
June 1989

3

Number ofshares of theCompany held

- 17 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions

Number ofshares of theCompany held

Joined Chuo Accounting Office (final name:
MISUZU Audit Corporation)
March 1988
Registered as a certified public accountant
July 2001
Representative partner, ChuoAoyama
PricewaterhouseCoopers (final name: MISUZU
Audit Corporation)
Director, MISUZU Audit Corporation
June 2006
Representative partner, A&A Partners
July 2007
November 2011 Registered as a certified tax accountant
June 2013
Outside Corporate Auditor, Komori Corporation
Hiroko Sakamoto(current position)(July 30, 1954)
February 2019
Outside Auditor, the Company
April 2019
Auditor, Deposit Insurance Corporation of Japan[Reappointment](current position)
4
October
2019
Representative, Sakamoto Hiroko CPA Office[Outside](current position)[Independent]
February 2021
Outside Director serving as Audit and Supervisory
Committee Member, the Company (current
position)[Reason for nomination as candidate for Outside Director who is Audit and Supervisory Committee Member
and expected roles]
Ms. Hiroko Sakamoto has not been involved in corporate management by a method other than serving as an
outside officer. However, she has an adequate knowledge on corporate finance and accounting, serving as acertified public accountant for many years and having long-standing experience at auditing firms. Accordingly,
the Company believes that she is capable of working on audit of business execution from a financial andaccounting viewpoint. With the aim of further enhancing the Group’s management foundation and increasing
corporate value, the Company has judged her to be appropriate as a candidate for Outside Director who is Audit
and Supervisory Committee Member.
Notes: 1. There are no special interest relationships between the candidates for Director who is Audit andSupervisory Committee Member and the Company.
2. Mr. Naofumi Hara, Mr. Toshio Hoga, and Ms. Hiroko Sakamoto are candidates for Outside
Director who is Audit and Supervisory Committee Member.
3. The Company intends to continue an agreement with Mr. Naofumi Hara, Mr. Toshio Hoga, and
Ms. Hiroko Sakamoto to limit their liability for damages stipulated in Article 423, Paragraph 1of the Companies Act to the minimum liability amount stipulated in Article 425, Paragraph 1 of
the act in accordance with the provisions of the Company’s Articles of Incorporation and
Article 427, Paragraph 1 of the act, if their election is approved as proposed. The Company also
intends to enter into the agreement with Mr. Kimiaki Abe, if his election is approved as
proposed.
4. Mr. Naofumi Hara, who is a candidate for Outside Director who is Audit and Supervisory
Committee Member, is currently an Outside Director of the Company, and he will have servedin this role for six years as of the end of this General Meeting of Shareholders. He is also
currently an Outside Director who is Audit and Supervisory Committee Member of theCompany, and will have served in this role for two years as of the end of this General meetingof Shareholders.
Mr. Toshio Hoga is currently an Outside Director who is Audit and Supervisory Committee
Member of the Company, and he will have served in this role for two years as of the end of this
General Meeting of Shareholders.
October 1984

- 18 -

Ms. Hiroko Sakamoto is currently an Outside Director who is Audit and Supervisory
Committee Member of the Company, and she will have served in this role for two years as ofthe end of this General Meeting of Shareholders.
5. Mr. Naofumi Hara, Mr. Toshio Hoga, and Ms. Hiroko Sakamoto have been registered as
independent officers based on the rules of the Tokyo Stock Exchange, and if they are elected as
proposed, they will continue to be independent officers.
6. The Company has entered into a directors and officers liability insurance agreement with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, withdirectors (including Audit and Supervisory Committee Members) of the Company and its
subsidiaries as the insured persons. (Provided, however, that the subsidiaries of the Company
that have independently entered into their own directors and officers liability insurance
agreements are excluded.) The terms and conditions of the said agreement are stated on page 39of the Japanese original. The Company intends to renew the said insurance agreement with thesame terms and conditions at the next renewal.

- 19 -

[For Reference]
The Company is aiming in the medium to long term to be a multifaceted food products company thatdevelops trading and manufacturing operations on a global basis with dairy products as its core, and it
will appoint Directors with skills that match each of its growth stages.
As of the present, the skills that the Board of Directors should possess and how this correspondswith the skills of each Director have been compiled as a skills matrix from the following threeperspectives.
Knowledge and experience for appropriately leading management and businessCorporate management and Experience in corporate management and as a corporate officer, and knowledge ofmanagement strategy
and experience in formulating management strategy
Sales and marketing
Knowledge and experience related to product sales and marketing
International business
Global business experience, including overseas assignments
Industry knowledge
Knowledge and experience in the dairy products and meat industries and the
manufacturing businessKnowledge and experience for establishing and maintaining an appropriate management foundation
Financial accounting and Practical experience and expertisefinance
Legal affairs andPractical experience and expertisecompliance
Personnel and humanPractical experience and expertise
resources development
Overarching perspective for ensuring sustainability
Governance andGovernance knowledge for achieving soundness, transparency, and sustainable
sustainability
growthDiversity and experience in Diversity in terms of gender, nationality, executive experience in other sectors, etc.
other industries<Skills Matrix>
Corporate
Sales andInternational
Industry
Financialmanagement
marketingbusinessknowledge
accounting
andand financemanagement
strategy◼ Directors (excluding Directors who are Audit and Supervisory Committee Members)
Motohisa
●
●
●
●
Miura
Masayuki●●●
Maekawa
Takashi
●
●
●
●
Abe
Shin
●
●
●
●
Kojima
Kenji
●
Bundo
Yasuhiro●●●
Ikeda*◼ Directors who are Audit and Supervisory Committee Members
Kimiaki●●●
Abe
Naofumi●●Hara*
ToshioHoga*
Hiroko●Sakamoto**Outside Director- 20 -

Legal affairs
andcompliance

Personnel
and human
resourcesdevelopment

Governanceandsustainability

Diversityandexperiencein otherindustries

●
●

●

●
●
●

●

●

●
●
●

●

●

●

●

●

●

●

[For Reference]

Independence Criteria for Outside Directors

When selecting candidates for independent Outside Director, the Board of Directors shall determine their
independence after verifying that the independence criteria established by financial instruments
exchanges are met and also confirming whether or not any of items (1) through (14) below applies to theperson involved either currently or within the past three fiscal years. In addition, the Board of Directors
shall select as candidates for independent Outside Director the persons who can be expected to fulfill
their roles and duties from an independent and objective standpoint upon consideration of the candidate’s
character, insight, abilities, relationship with the Company, and other factors.
(1) A person for whom the Company is a main business partner, or its business executive
・“A person for whom the Company is a main business partner” in the aforesaid refers to a person forwhom payments by the Company in transactions with the Company in any of the past three fiscal years
account for 2% or more of the consolidated net sales of that company in that fiscal year.
(2) A main business partner of the Company, or its business executive
・“A main business partner of the Company” in the aforesaid refers to a person for whom the Company’s
net sales to that company in any of the past three fiscal years account for 2% or more of the Company’s
consolidated net sales in that fiscal year.
(3) A consultant, accounting specialist, or legal specialist receiving a large sum of money or otherproperty from the Company other than executive compensation (if the person receiving such property is a
corporation, union, or other such organization, then a person belonging to that organization)
・A “large sum of money” in the aforesaid refers to a sum of ¥10 million or more per annum on averagefor the past three years if the person receiving such money is an individual, or in the case of anorganization, a payment amount from the Company on average for (that organization’s) past three fiscal
years that is ¥10 million or more, or 2% or more of that organization’s consolidated net sales, whicheveris higher.
(4) The representative partner or an employee of the Company’s accounting auditor or anotheraccounting specialist in charge of auditing the Company or a subsidiary of the Company(5) A major shareholder of the Company, or its business executive
・“Major shareholder” in the aforesaid refers to a person who holds 10% or more of voting rights in the
Company either directly or indirectly.
(6) A director (limited to persons involved in business execution) or other business executives of anorganization to which the Company makes large donations.
・“Large donations” in the aforesaid refers to donations that exceed ¥20 million per annum on averagefor the past three fiscal years.
(7) A major lender of the Company, or its parent company, or their business executives
・A “major lender” of the Company in the aforesaid refers to a lender from whom the Company’s
borrowings exceed 2% of consolidated total assets.
(8) A person who was a business executive of the Company or a subsidiary of the Company at any time
during the ten years prior to appointment(9) A business executive of a company with a director from the Company- 21 -

(10) If an organization exists that corresponds to (1), (2), or (3) above at the time of appointment, then aperson who belonged to that organization at any time during the three years prior to appointment(11) A person who corresponded to (4) above at any time during the three years prior to appointment(12) If an organization exists that corresponds to (6) above at the time of appointment, then a person who
belonged to that organization at any time during the three years prior to appointment(13) A person who corresponded to (5) or (7) above at any time during the three years prior toappointment(14) A close relative of a person indicated in any of (A) to (C) below (excluding persons without
significance)(A) A person indicated in any of (1) to (3) or in (10) or (11) above. (Provided, however, that regarding (1)and (2), executive directors, executives, and executive officers are regarded as significant persons. Also,
regarding (10), if the person belongs to an organization, then employees and partners of that organization
are regarded as significant persons, and regarding (11), employees, partners and other accounting
specialists directly in charge of auditing the Group are regarded as significant persons.) Provided,
however, that this shall not apply when independence is deemed to be effectively ensured upon
comprehensive consideration of the relationship of the person involved and the close relative involved,
and the qualifications, attributes, and experience, etc. of the close relative involved.
(B) A business executive of a subsidiary of the Company(C) A person who corresponded to (B) above or a business executive of the Company at any time during
the year prior to appointment*1. “Business executive” refers to persons stipulated in Article 2, Paragraph 3, Item 6 of the Ordinancefor Enforcement of the Companies Act*2. “Close relative” refers to a relative within the second degree of kinship.

- 22 -