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: 2815
June 3, 2021
To our shareholders:Naoki Shirakawa
Representative Director and President
ARIAKE JAPAN Co., Ltd.
3-2-17 Ebisu-Minami, Shibuya-ku, Tokyo

Notice of the 43rd Annual General Meeting of Shareholders
You are cordially invited to attend the 43rd Annual General Meeting of Shareholders of ARIAKE JAPAN Co., Ltd.
(the “Company”). The meeting shall be held as mentioned below.
In order to prevent the spread of COVID-19, we request shareholders perform advance exercise of voting
rights in writing to the extent possible. In addition, shareholders who are considering attending the meetingare requested to confirm the prevalence of the virus as of the date of the General Meeting of Shareholders andtheir own physical condition, and to take precautions to prevent infection, such as wearing a mask. Also wekindly request cooperation from shareholders, as we may take necessary measures to secure the safety ofshareholders and prevention of the spread of infection at the venue of the Meeting, as we judge necessary.
Upon exercise of your voting rights in writing, please review the attached Reference Documents for the General
Meeting of Shareholders, indicate “for” or “against” for each proposal on the enclosed voting form, and return it to
us by postal mail so it will be received by us no later than 5:00 p.m. (JST) on Thursday, June 17, 2021.
1. Date and Time: Friday, June 18, 2021, at 10:00 a.m. (JST)
2. Venue:“Grandis” at 1F New Annex, Hotel Flags Kujukushima
740, Kashimae-cho, Sasebo-shi, Nagasaki
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements, and auditing results of the Consolidated
Financial Statements by Financial Auditors and Audit and Supervisory Committee for the 43rd fiscal year
(From April 1, 2020 to March 31, 2021)
2. The Non-Consolidated Financial Statements for the 43rd fiscal year (From April 1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Four Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3
Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4
Payment of Bonuses to Officers
Proposal No. 5
Payment of Retirement Benefits for Officers to Retiring Directors- Please submit the enclosed voting form at the reception desk of the venue on the day of the meeting. Please note that unless thecircumstances are exceptional, non-shareholders such as proxies and people accompanying shareholders will not be permitted toattend the General Meeting of Shareholders.
- Any changes in the Reference Documents for the General Meeting of Shareholders and the Business Report, the Non-Consolidated
Financial Statements, or the Consolidated Financial Report will be posted on the Company’s website.
- In compliance with laws and regulations, and Article 15 of Articles of Incorporation, the Company has posted the following items
from the attached documents on its website. The said items are not provided with this notice. Please note that the Consolidated
Financial Statements audited by Financial Auditors and Audit and Supervisory Committee and the Non-Consolidated Financial
Statements consist of the items that are enclosed with the Japanese version of this notice as well as the following items posted on the
Company’s website:(i) “System to ensure properness of business and status of operation of the system” in the Business Report(ii) Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Documents

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(iii) Non-Consolidated Statement of Changes in Equity and Notes to Non-Consolidated Financial Documents
The measures above may be updated up until the day of the General Meeting of Shareholders due to the situation regarding the spreadof COVID-19 or announcements by the Japanese government, etc. Please confirm information transmitted on the Company’s website.
Company’s website: https://www.ariakejapan.com-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company has given consideration to matters including the business performance of the fiscal year under review
and future business development, and it proposes to pay year-end dividends for the 43rd fiscal year as follows:(i) Type of dividend property
To be paid in cash.
(ii) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥57 per common share of the Company.
In this event, the total dividends will be ¥1,813,768,614.
(iii) Effective date of dividend of surplus
The effective date of dividends will be June 21, 2021.

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Proposal No. 2

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

The terms of office of all four Directors (excluding Directors who are Audit and Supervisory Committee Members;
applicable to the rest of this proposal) will expire at the conclusion of this meeting. Therefore, the Company proposes
the election of four Directors.
As for this proposal, the Audit and Supervisory Committee has judged that all the candidates for Directors are eligible.
The candidates for Director are as follows:
Candidate
No.

Name

Positions in the Company

1

Naoki Shirakawa

Representative Director and President

Reelection

2

Katsutoshi Iwaki

Representative Director and Executive Vice President

Reelection

3

Kouichi Matsumoto

Director and General Manager of Accounting Department andAdministration Department

Reelection

4

Kouji Iwaki

Director and General Manager of General Affairs Department

Reelection

Reelection: Candidate for Director to be reelected-4-Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1981
Apr. 1998

1

Number of theCompany’s shares
ownedJoined Ariake Shokuhin Kako Co., Ltd.
General Manager of Kyushu Plant Quality
Control Department of the Company
Mar. 1999
General Manager of Kyushu Plant Production
Department
June 1999
Director and General Manager of Kyushu Plant
Production Department
Reelection
June 2001
Director and General Manager of No. 2 Kyushu
9,910 shares
Plant Production Department
Naoki Shirakawa
May 2006
Director and General Manager of Technological(February 28, 1957)
Development Department
June 2015
Managing Director and General Manager ofTechnological Development Department
Oct. 2015
Managing Director and General Manager of
Production Department
Apr. 2021
Representative Director and President of theCompany (current position)<Reasons for nomination as candidate for Director>
As Representative Director of the Company, he has worked to improve corporate value and been responsible for thequality management division of the Company over a long period of time and has been promoting efforts for creating
new value making use of the technologies of the Group, improvement of productivity, and safety and security.
Therefore, the Company judges that he conforms to the selection policy of the Company and nominated him for anotherterm as a candidate for Director.

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No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Mar. 1977
June 1991

2

3

Number of theCompany’s shares
ownedJoined Ariake Shokuhin Kako Co., Ltd.
Senior Managing Director and General
Manager of Internal Audit Office of theCompany
July 1999
Director and President of Ariake Shokuhin
Kako Hanbai Co., Ltd.
Apr. 2001
Joined the Company (Due to the merger anddissolution of Ariake Shokuhin Kako Hanbai
Co., Ltd.)
June 2001
Director, General Manager of Administration
Department, and General Manager of Osaka
BranchMay 2002
Senior Managing Director
June 2003
President of Qingdao Ariake Foodstuff Co.,
Reelection
Ltd.
80,095 shares
June 2005
Senior Managing Director and General
Katsutoshi Iwaki
Manager of Sales Department of the Company(June 23, 1948)
June 2008
Senior Managing Director and General
Manager of Internal Control OfficeFeb. 2010
President of Qingdao Ariake Foodstuff Co.,Ltd.
June 2014
Representative Director and Executive Vice
President, General Manager of Overseas
Affiliates-managed and Internal Control Officeof the Company (current position)
Mar. 2016
Director and President of PT. Ariake Europe
Indonesia
Apr. 2019
Director of Henningsen Nederland B. V.
(current position)(Significant concurrent positions outside the Company)
Director of Henningsen Nederland B. V.
<Reasons for nomination as candidate for Director>
As Representative Director of the Company, he has been promoting corporate management and striving to enhance
corporate value, playing an important role making use of his wide-ranging knowledge about management. Therefore,
the Company judges that he conforms to the selection policy of the Company and nominated him for another term as a
candidate for Director.
Feb. 1979
Joined Ariake Shokuhin Kako Co., Ltd.
Apr. 2001
General Manager of Accounting Department of
the Company
June 2007
Director and General Manager of Accounting
Department and Administration Department
Reelection(current position)
20,217 sharesJan. 2014
Audit & Supervisory Board Member ofKouichi Matsumoto
Qingdao Ariake Foodstuff Co., Ltd. (current(March 30, 1958)
position)
Apr. 2015
Audit & Supervisory Board Member of Taiwan
Ariake Foods Co., Ltd. (current position)
Mar. 2016
Audit & Supervisory Board Member of PT.
Ariake Europe Indonesia (current position)<Reasons for nomination as candidate for Director>
As Director of the Company, he has experience, track record and insight in financial and business management, and issuitable for reinforcement of global management of the Company. Therefore, the Company judges that he conforms to
the selection policy of the Company and nominated him for another term as a candidate for Director.

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Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Feb. 1998
Apr. 2001

Number of theCompany’s shares
ownedJoined Ariake Shokuhin Kako Hanbai Co., Ltd.
Joined the Company (Due to the merger anddissolution of Ariake Shokuhin Kako Hanbai
Co., Ltd.)
July 2013
General Manager of Tokyo Sales Department 2
Reelection
June 2015
Executive Officer and General Manager of
282 shares
Tokyo Sales Department 2
Kouji Iwaki
Sept. 2016
Executive Officer and General Manager of(February 18, 1965)
4
Osaka Branch
Apr. 2018
Executive Officer and General Manager ofGeneral Affairs Department
June 2018
Director and General Manager of General
Affairs Department (current position)<Reasons for nomination as candidate for Director>
As Director of the Company, he has been in charge of the General Affairs Department, and has been working hard on
HR education and business value enhancement. In consideration of this, the Company judges that he conforms to theselection policy of the Company and nominated him for another term as a candidate for Director.
Note: There is no special interest between any of the candidates and the Company.

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Proposal No. 3

Election of Three Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this meeting. Therefore, the Company proposes the election of three Directors who are Audit andSupervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Director who is Audit and Supervisory Committee Member are as follows:
Candidate
No.

Name

1

Takeyoshi Ohno

2

Toru Nishiki

3Morihiro Kimura

Positions in the Company
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election

Reelection: Candidate for Director to be reelected
New election: Candidate for Director to be elected newly
Outside: Candidate for Outside Director
Independent: Independent officer under the provisions of the stock exchange-8-Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1958

1

2

Number of theCompany’s shares
ownedJoined The Mitsui Bank Limited (currently,
Sumitomo Mitsui Banking Corporation)
June 1992
Representative Director and Senior Managing
Director
June 1996
Representative Director, President and CEO ofReelection
Sakura Institute of Research Inc. (currently, The
OutsideJapan Research Institute, Limited)
Independent
Sept. 1999
Representative Director of Haru Consultants
0 sharesInc. (current position)
Takeyoshi Ohno
June 2003
Outside Audit & Supervisory Board Member of(July 6, 1935)
the Company
June 2015
Outside Director [Audit and Supervisory
Committee Member] (current position)(Significant concurrent positions outside the Company)
Representative Director of Haru Consultants Inc.
[Reason for appointment and outline of expected role]
The Company expects that Takeyoshi Ohno has long experience and extensive knowledge in handling matters related tofinance and economy and will continue to apply his high level of insight to the management of the Company, supervise
and advise the execution of duties by Directors, and be involved in and supervise the selection of candidates for
Directors of the Company and decisions on remuneration, etc. of Directors from an objective and neutral standpoint.
Apr. 1968
Registered as an attorney at law (Tokyo Bar
Association)
Reelection
Apr. 1970
Attorney of Arizumi Law OfficeOutsideIndependent
Apr. 1996
Established Prime Law Office
0 sharesFeb. 2020
Joined Kato & Kezuka Lawyer’s Office
Toru Nishiki
June 2020
Outside Director [Audit and Supervisory(January 29, 1943)
Committee Member] of the Company (current
position)[Reason for appointment and outline of expected role]
The Company expects that Toru Nishiki, who has abundant experience and broad insight as an attorney-at-law and iswell versed in corporate legal affairs, will utilize these in auditing, etc. of the Company and supervise and advise theexecution of duties by Directors, and that he will be involved in and supervise the selection of candidates for Directorsof the Company and decisions on remuneration, etc. of Directors from an objective and neutral standpoint.

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Candidate
No.

Name
(Date of birth)

New election
Morihiro Kimura(September 29, 1942)

3

Notes:

1.
2.
3.

4.

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Feb. 1975
June 1978
June 1987
June 1999

Joined Ariake Shokuhin Kako Co., Ltd.
Director
Director and President of Ariake Shokuhin
Kako Hanbai Co., Ltd.
Full-time Audit & Supervisory Board Memberof the Company
Advisor (current position)

Number of theCompany’s shares
owned

31,095 shares

June 2015[Reason for appointment]
Morihiro Kimura has been nominated as a candidate for Director who is Audit and Supervisory Committee Member
because he has abundant knowledge and experience in the Company’s administrative divisions, mainly in the auditing
division, and is therefore necessary for appropriate corporate auditing.
There is no special interest between any of the candidates and the Company.
Takeyoshi Ohno and Toru Nishiki are candidates for Outside Director.
The Company has submitted notification to the Tokyo Stock Exchange that Takeyoshi Ohno and Toru Nishiki have been
designated as independent officers pursuant to the regulations of said Exchange, and the Company plans for their
appointment as independent officers to continue if they are reelected.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreementwith Toru Nishiki to limit his liability for damages under Article 423, paragraph (1) of the Companies Act, and if this
proposal is approved, the Company plans to renew the agreement with him. The maximum amount of the liability fordamages under the agreement shall be the higher of ¥5 million, or the minimum liability amount as provided for in Article
425, paragraph (1) of the Companies Act.

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Proposal No. 4

Payment of Bonuses to Officers

Taking into account the factors such as the amounts paid in the past and the Company’s performance during the fiscal
year under review, the Company proposes to pay bonuses totaling ¥69.7 million to the six Directors (excluding
Directors who are Audit and Supervisory Committee Members) in office as of the end of the fiscal year under review.
The Company proposes that the determination of the amount paid to each Director be delegated to the Board of
Directors.
In addition, the policy for determining the details of remuneration, etc. for individual Directors of the Company isdescribed on page 20 of the Business Report (Japanese only).
The Audit and Supervisory Committee has neither made any comment nor raised any objection for this proposal
during and after its review.

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Proposal No. 5

Payment of Retirement Benefits to Retiring Directors

To reward Tomoki Tagawa, who resigned as Representative Director as of March 31, 2021, and Yoshikazu Uchida,
who resigned as Managing Director as of March 31, 2021, for their services during their terms of office, the Company
proposes to pay retirement benefits in accordance with the standards prescribed by the Company to them.
The Company proposes that the determination of the exact amount, the timing and means of payment of the retirement
benefit to be delegated to the Board of Directors.
The policy for determining the details of remuneration, etc. for individual Directors of the Company is described on
page 20 of the Business Report (Japanese only).
In addition, Tomoki Tagawa’s remarkable achievements while serving as Representative Director for many years
include a 2.2-fold increase in the Company’s net sales (¥27.2 billion) and 1.8-fold increase in operating profit (¥4.5
billion), lifting the Group to be the leading company of natural seasonings. Furthermore, he led the Company’s efforts
to establish subsidiaries, sub-subsidiaries and factories overseas, and build the “Global Seven-Pillar System” to createa production system in the best locations. As a reward for these exceptional contributions, in addition to the above
retirement benefits, the Company requests approval to delegate to the Board of Directors the granting of 50,000
shares of the Company’s shares to Tomoki Tagawa pursuant to Article 202-2, paragraph (1) of the Companies Act.
With respect to the granting of the Company’s shares, because the purpose is to reward Tomoki Tagawa for his service
during his term of office, the payment of money or contribution of property pursuant to Article 199, paragraph (1),item (iii) of the Companies Act in exchange for the shares for subscription shall not be required, and the allocation
date shall be July 30, 2021. Accordingly, that monetary value shall be the amount of 50,000 shares multiplied by themarket price on the allocation date.
The Audit and Supervisory Committee has neither made any comment nor raised any objection for this proposal
during and after its review.
The career summary of the retiring directors are as follows:
Name(Date of birth)
Tomoki Tagawa(January 28, 1954)
Yoshikazu Uchida(April 19, 1960)

Career summary
June 1991
June 2007
Mar. 2021
June 2007
June 2015
Mar. 2021

Director of the Company
Representative Director and President
Resigned as Representative Director and President
Director of the Company
Managing Director and General Manager of Sales Department
Resigned as Managing Director- 12 -