This document has been translated from 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. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage
arising from the translation.

Securities code: 5902
Date of sending by postal mail: June 12, 2024
Start date of measures for electronic provision: June 6, 2024
To Shareholders with Voting Rights:
Kosuke Ikeda
President and Representative Director
Hokkan Holdings Limited
2-1-1 Nihonbashimuromachi,
Chuo-ku, Tokyo, JapanNOTICE OF
THE 99th ANNUAL SHAREHOLDERS’ MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 99th Annual Shareholders’ Meeting of Hokkan Holdings Limited (the“Company”) will be held as described below.
When convening this general shareholders’ meeting, the Company takes measures for providing informationthat constitutes the content of reference documents for the general shareholders’ meeting, etc. (matters of anelectronic provision measures) in electronic format, and posts this information on the Company’s website andthe TSE website. Please access the Company’s website and the TSE website by using the internet address
shown below to review the information.
Company website
https://hokkanholdings.co.jp/ir/library/syosyu/ (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, enter “Hokkan Holdings” in “Issue name(company name)” or the Company’s securities code “5902” 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.”)*

If revisions to the matters of an electronic provision measures arise, a notification to that effect, and thecorrected and pre-corrected versions of these matters will be posted on the Company’s aforementioned
website and the TSE website.

If you do not attend the meeting in person, you can exercise your voting rights via the internet, etc. or inwriting. Please review the Reference Documents for the Shareholders’ Meeting, and exercise your voting
rights by 5:00 p.m. on Wednesday, June 26, 2024, Japan Standard Time.

-1-1. Date and Time:
2. Place:

Thursday, June 27, 2024 at 10:00 a.m. Japan Standard Time
(Reception starts at 9:00 a.m.)
Fuji Room, 3F Main Building, Imperial Hotel
1-1-1, Uchisaiwaicho, Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 99th Fiscal Year (April 1, 2023 - March 31, 2024) and
Results of Audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 99th Fiscal
Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Election of Nine (9) Directors
Proposal 1:
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal 2:
4. Decision Matters upon Convocation (Information on Exercise of Voting Rights)(1)

If there is no indication of approval or disapproval of the proposal in the voting form when thevoting right is exercised in writing, it will be treated it as if there was an indication of approval.

(2)

If voting rights are exercised multiple times via the internet, etc. the last exercise of voting rights
will be treated as valid.

(3)

If voting rights are exercised both via the internet, etc. and in writing, the exercise of voting rights
via the internet, etc. will be treated as valid regardless of the date and time of arrival.

-

If you will attend the Annual General Shareholders’ Meeting in person, please submit the voting form to the reception desk.

- Among the matters subject to measures for electronic provision, in accordance with the provisions of laws and regulations andthe Articles of Incorporation of the Company, the following matters are not provided in the paper-based documents delivered
to shareholders who have made a request for delivery of such documents.
Accordingly, the business report, consolidated financial statements and financial statements stated in the relevant documents
are part of the documents audited by the accounting auditor when preparing the accounting audit report and by the auditor
when preparing the audit report.
(1) Within the “Current situation of the company” in the business report, “System to ensure the appropriateness of the businessand the operation status of the system”(2) “Consolidated Statement of Changes in Shareholders’ Equity” and “Consolidated Notes” in the consolidated financial
statements(3) “Statement of Changes in Shareholders’ Equity” and “Individual Notes” in the financial statements
Note that, for this general meeting of shareholders, paper-based documents stating matters for which measures for providing
information in electronic format are to be taken, excluding the above matters, will be delivered to all shareholders regardlessof whether they have made a request for delivery of such documents.

-2-

Reference Documents for the Shareholders’ Meeting
Proposal 1:

Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this Annual Shareholders’Meeting. Accordingly, the Company proposes to elect nine (9) Directors. The candidates for Director are
as follows.
For your reference, a skills matrix of Director candidates is provided on page 15, and a summary of criteria
and procedures of the selection of candidates for Director and Audit & Supervisory Board Member areprovided on page 17 and below.
Outside Directors: 4 (44.4%); Male: 7 (77.8%); Female: 2 (22.2%)

No.

1

2

3

4

5

6

Name

Reappointment

Kosuke Ikeda
Reappointment

Yasuhiro Sato
Reappointment

Hideaki Tada

Reappointment

Takuya Takeda

Reappointment

Toshiaki Sunahiro

Reappointment
OutsideIndependent

Current positions
andresponsibilities at
the Company

Committees to which they belong, if their election is approved. (◎ indicatesa chairperson.)

Numberof years Remuneration
in office
ReviewCommittee

Officers
Nomination
ReviewCommittee

Risk
Management
Committee◎◎

President andRepresentative
Director

15 years

Director andSenior Managing
Executive Officer

5 years

Director andSenior Managing
Executive Officer

3 years

Director andManaging
Executive Officer
General Affairs
Dept.
Human Resources
Dept.

10 years

Director andManaging
Executive Officer
Accounting &Finance Dept.
Management &Control
Dept./Global
Business Dept.

6 years

Outside Director

4 years○○

Outside Director

3 years

○

○

◎

7

Sustainability
Committee

◎

○

○

○

○

Kazuhide Koda

-3-

○

◎

○

Akiko Fujita
Reappointment
OutsideIndependent

Compliance
Committee

○

○

○

No.

8

Name

Reappointment
OutsideIndependent

Current positions
andresponsibilities at
the Company

Outside Director

Committees to which they belong, if their election is approved. (◎ indicatesa chairperson.)

Numberof years Remuneration
in office
ReviewCommittee

Officers
Nomination
ReviewCommittee

3 years

○

○

－

○

○

Atsuko Watanabe
9

New appointment
OutsideIndependent－

Takashi Furukawa

-4-

Risk
Management
Committee

Compliance
Committee

Sustainability
Committee

No.

Name
Date of birth

Career summary, positions, responsibilities,
and significant concurrent positions

Joined Hokkai Can Co., Ltd. (currently, theCompany)
Kosuke Ikeda
Executive Officer, Hokkai Can Co., Ltd.
(November 24, 1962) October 2005
June 2009
Director, the Company
June 2014
Executive Managing Director, the Company[Reappointment]
June 2018
President and Representative Director, theCompany (current position)[Attendance at theBoard of Directors [Significant concurrent positions]
President and Representative Director, Hokkai Can Co., Ltd.
meetings]
100% (13/13)
President and Representative Director, Nihon Canpack Co., Ltd.
Director, PT. HOKKAN DELTAPACK INDUSTRI

Number ofshares of theCompany held

April 1988

1

13,900[Reason for nomination as candidate for Director]
Mr. Kosuke Ikeda has engaged in various fields such as corporate strategies and overseas business of the Group.
Serving as President and Representative Director of the Company since June 2018, he has abundant experienceand ability to lead the Group. Accordingly, the Company nominated him once again as a candidate for Director.
Notes: 1. The candidate Mr. Kosuke Ikeda does not have any special interests in the Company.
2. Mr. Kosuke Ikeda is the President and Representative Director of Hokkai Can Co., Ltd. and Nihon
Canpack Co., Ltd. The Company has business transactions with these companies, such as money
lending transactions, and payment of outsourcing fee and management fee.
3. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The
contract is scheduled to be renewed in July 2024. This insurance contract covers litigation costs andcompensation for damages to be borne by the insured persons, which may result from them being
liable for the performance of their duties. If Mr. Kosuke Ikeda is appointed upon approval of hiselection, he will be covered by the insurance contract.

-5-

No.

Name
Date of birth

Career summary, positions, responsibilities,
and significant concurrent positions
April 1986
April 2009

Yasuhiro Sato
(February 9, 1964)

June 2010
June 2013
June 2016[Reappointment]

April 2019

[Attendance at theBoard of Directors
meetings]
100% (13/13)

June 2019
April 2024
April 2024

2

Joined Hokkai Can Co., Ltd. (currently, theCompany)
Factory Manager at Chiyoda Factory, Hokkai Can
Co., Ltd.
Executive Officer, Hokkai Can Co., Ltd.
Director and Executive Officer, Hokkai Can Co.,Ltd.
Director and Managing Executive Officer, Hokkai
Can Co., Ltd.
Director and Senior Executive Officer, Hokkai Can
Co., Ltd.
Director and Managing Executive Officer, theCompany
Executive Vice President, Hokkai Can Co., Ltd.
(current position)
Director and Senior Managing Executive Officer,
the Company (current position)

Number ofshares of theCompany held

5,200

[Significant concurrent positions]Executive Vice President, Hokkai Can Co., Ltd.
President and Representative Director, OS Machinery Corp.
[Reason for nomination as candidate for Director]
Mr. Yasuhiro Sato is engaged in management as a Director of the Company, Hokkai Can Co., Ltd., a main
business company of the Group, and as the President and Representative Director of OS Machinery Corp. He
also has abundant experience and track record in the container business and is therefore a person necessary forenhancing the Group’s corporate value. Accordingly, the Company nominated him once again as a candidate
for Director.
Notes: 1. The candidate Mr. Yasuhiro Sato does not have any special interests in the Company.
2. Mr. Yasuhiro Sato is the President and Representative Director of OS Machinery Corp. The Company
has business transactions with this company, such as money lending transactions and management fee.
3. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The
contract is scheduled to be renewed in July 2024. This insurance contract covers litigation costs andcompensation for damages to be borne by the insured persons, which may result from them being
liable for the performance of their duties. If Mr. Yasuhiro Sato is appointed upon approval of hiselection, he will be covered by the insurance contract.

-6-

No.

Name
Date of birth

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
June 2008
June 2009

Hideaki Tada
(March 18, 1962)

June 2014
April 2019

[Reappointment][Attendance at theBoard of Directors
meetings]
100% (13/13)
3June 2021
April 2024
April 2024

Joined Nihon Canpack Co., Ltd.
Executive Officer, Nihon Canpack Co., Ltd.
Director and Executive Officer, Nihon CanpackCo., Ltd.
Director and Managing Executive Officer, Nihon
Canpack Co., Ltd.
Director and Senior Executive Officer, Nihon
Canpack Co., Ltd.
Director and Managing Executive Officer, theCompany
Executive Vice President, Nihon Canpack Co., Ltd.
(current position)
Director and Senior Managing Executive Officer,
the Company (current position)

Number ofshares of theCompany held

2,900

[Significant concurrent positions]Executive Vice President, Nihon Canpack Co., Ltd.
Director, OS Machinery Corp.
[Reason for nomination as candidate for Director]
Mr. Hideaki Tada is engaged in management as a Director of the Company, and a Director of Nihon CanpackCo., Ltd. and OS Machinery Corp., which are main business companies of the Group. He also has abundant
experience and track record in the contract filling business and is therefore a person necessary for the Group’s
future business expansion. Accordingly, the Company nominated him once again as a candidate for Director.
Notes: 1. The candidate Mr. Hideaki Tada does not have any special interests in the Company.
2. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The
contract is scheduled to be renewed in July 2024. This insurance contract covers litigation costs andcompensation for damages to be borne by the insured persons, which may result from them being
liable for the performance of their duties. If Mr. Hideaki Tada is appointed upon approval of hiselection, he will be covered by the insurance contract.

-7-

No.

Name
Date of birth

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988
April 2004

Takuya Takeda(September 30, 1964)[Reappointment][Attendance at theBoard of Directors
meetings]
100% (13/13)
4June 2014
April 2019
April 2024

Joined Hokkai Can Co., Ltd. (currently, theCompany)
General Manager of General Affairs Dept., theCompany
Director, the Company
Director and Executive Officer, the Company
Director and Managing Executive Officer, theCompany (current position)(in charge of)

Number ofshares of theCompany held

4,300

General Affairs Dept.
Human Resources Dept.
[Significant concurrent positions]
Director and Senior Executive Officer, Hokkai Can Co., Ltd.
Director and Senior Executive Officer, Nihon Canpack Co., Ltd.

[Reason for nomination as candidate for Director]
Mr. Takuya Takeda is engaged in management as a Director of the Company and of Hokkai Can Co., Ltd. and
Nihon Canpack Co., Ltd., which are main business companies of the Group. He also has abundant experience,
track record and insight that he accumulated in general affairs and human resources divisions, etc. Accordingly,
the Company nominated him once again as a candidate for Director.
Notes: 1. The candidate Mr. Takuya Takeda does not have any special interests in the Company.
2. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The
contract is scheduled to be renewed in July 2024. This insurance contract covers litigation costs andcompensation for damages to be borne by the insured persons, which may result from them being
liable for the performance of their duties. If Mr. Takuya Takeda is appointed upon approval of hiselection, he will be covered by the insurance contract.

-8-

No.

Name
Date of birth

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988

Toshiaki Sunahiro(October 1, 1964)[Reappointment][Attendance at theBoard of Directors
meetings]
100% (13/13)

5June 2003
June 2011
June 2012
June 2018
April 2019
April 2024

Joined Hokkai Can Co., Ltd. (currently, theCompany)
Executive Officer, the Company
Executive Officer, Nihon Canpack Co., Ltd.
Director and Executive Officer, Nihon CanpackCo., Ltd.
Director, the Company
Director and Executive Officer, the Company
Director and Managing Executive Officer, theCompany (current position)

Number ofshares of theCompany held

3,100

(in charge of)Finance Dept. Management & Control Dept./Global Business Dept.
[Significant concurrent positions]
Director and Senior Executive Officer, Hokkai Can Co., Ltd.
Director and Senior Executive Officer, Nihon Canpack Co., Ltd.
Commissioner, PT. HOKKAN DELTAPACK INDUSTRI[Reason for nomination as candidate for Director]
Mr. Toshiaki Sunahiro is engaged in management as a Director of the Company and of Hokkai Can Co.,
Ltd. and Nihon Canpack Co., Ltd., which are main business companies of the Group, and as aCommissioner of PT. HOKKAN DELTAPACK INDUSTRI. He also has abundant experience, trackrecord and insight through serving in managerial positions at accounting and finance divisions, etc.
Accordingly, the Company nominated him once again as a candidate for Director.
Notes: 1. The candidate Mr. Toshiaki Sunahiro does not have any special interests in the Company.
2. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The
contract is scheduled to be renewed in July 2024. This insurance contract covers litigation costs andcompensation for damages to be borne by the insured persons, which may result from them being
liable for the performance of their duties. If Mr. Toshiaki Sunahiro is appointed upon approval of hiselection, he will be covered by the insurance contract.

-9-

No.

Name
Date of birth
Akiko Fujita(December 12, 1962)[Reappointment][Outside][Independent][Years in office as
Outside Director]
4 years (at theconclusion of thisMeeting)

6[Attendance at theBoard of Directors
meetings]
100% (13/13)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1991
April 2001
April 2006
June 2020
April 2022

Associate professor, Faculty of Economics, Saga
University
Professor, Department of Business Administration,
Faculty of Economics, Meiji Gakuin University
Professor, Department of International Business,
Faculty of Economics, Meiji Gakuin University (topresent)
Outside Director, the Company (current position)
Dean, Faculty of Economics, Meiji Gakuin
University (to present)

Number ofshares of theCompany held-

[Significant concurrent positions]
Dean, Faculty of Economics, and Professor, Department ofInternational Business, Faculty of Economics, Meiji Gakuin
University[Reason for nomination as candidate for Outside Director and overview of expected roles to be fulfilled]
Ms. Akiko Fujita has abundant academic experience and expertise in the field of accounting, and provides
useful advice from a professional standpoint particularly regarding corporate accounting. Accordingly,
she is expected to fulfill the roles stipulated in each item under “3. Selection criteria for Outside
Directors” in the “Policy for Selection and Removal of Officers,” and therefore the Company requests her
election. Although she has not been involved in corporate management in the past other than as an outside
officer, the Company believes that she can appropriately execute the duties as an Outside Director due tothe above reasons.
Notes: 1. The candidate Ms. Akiko Fujita does not have any special interests in the Company.
2. Ms. Akiko Fujita is a candidate for Outside Director. If she is reappointed, she will continue serving as
an independent officer as stipulated by the Tokyo Stock Exchange and Sapporo Securities Exchange.
3. Pursuant to Article 427, paragraph (1) of the Companies Act, the Company has entered into a contract
with Ms. Akiko Fujita to limit the liability for damages stipulated in Article 423, paragraph (1) of thesaid Act to the minimum liability amounts provided for by Article 425, paragraph (1) of the said Act. If
she is reappointed, the Company will continue the same contract with her.
4. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The
contract is scheduled to be renewed in July 2024. This insurance contract covers litigation costs andcompensation for damages to be borne by the insured persons, which may result from them being
liable for the performance of their duties. If Ms. Akiko Fujita is appointed upon approval of herelection, she will be covered by the insurance contract.

- 10 -

No.

Name
Date of birthKazuhide Koda
(October 20, 1962)[Reappointment][Outside][Independent][Years in office as
Outside Director]
3 years (at theconclusion of thisMeeting)

7

Career summary, positions, responsibilities,
and significant concurrent positions
March 1993
July 2013
July 2015
July 2021

Number ofshares of theCompany held

Admitted as a certified public accountant
Senior Partner, Ernst & Young ShinNihon LLC.
General Manager, Okinawa Office, Ernst & Young
ShinNihon LLC. (until June 2021)
Outside Director, the Company (current position)[Significant concurrent positions]−-[Attendance at theBoard of Directors
meetings]
100% (13/13)[Reason for nomination as candidate for Outside Director and overview of expected roles to be fulfilled]
Mr. Kazuhide Koda is qualified as a certified public accountant. He has abundant experience and expertise
regarding accounting and provides useful advice from a professional standpoint particularly regarding corporate
accounting. Accordingly, he is expected to fulfill the roles stipulated in each item under “3. Selection criteria for
Outside Directors” in the “Policy for Selection and Removal of Officers,” and therefore the Company requests
his election. Although he has not been involved in corporate management in the past other than as an outside
officer, the Company believes that he can appropriately execute the duties as an Outside Director due to theabove reasons.
Notes: 1. The candidate Mr. Kazuhide Koda does not have any special interests in the Company.
2. Mr. Kazuhide Koda is a candidate for Outside Director. If he is reappointed, he will continue serving
as an independent officer as stipulated by the Tokyo Stock Exchange and Sapporo Securities
Exchange.
3. Pursuant to Article 427, paragraph (1) of the Companies Act, the Company has entered into a contract
with Mr. Kazuhide Koda to limit the liability for damages stipulated in Article 423, paragraph (1) of
the said Act to the minimum liability amounts provided for by Article 425, paragraph (1) of the said
Act. If he is reappointed, the Company will continue the same contract with him.
4. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The
contract is scheduled to be renewed in July 2024. This insurance contract covers litigation costs andcompensation for damages to be borne by the insured persons, which may result from them being
liable for the performance of their duties. If Mr. Kazuhide Koda is appointed upon approval of hiselection, he will be covered by the insurance contract.

- 11 -

No.

Name
Date of birth
Atsuko Watanabe(February 3, 1964)[Reappointment][Outside][Independent][Years in office as
Outside Director]
3 years (at theconclusion of thisMeeting)

8

Career summary, positions, responsibilities,
and significant concurrent positions
April 1996
August 2010
July 2014
June 2021
June 2023

Number ofshares of theCompany held

Registered as an attorney-at-law
Joined Nagaishi Law OfficeOpened Atsuko Watanabe Law officeWatanabe Law Offices (office name changed) (topresent)
Outside Director, the Company (current position)
Outside Director, Mitsubishi Paper Mills Limited(current position)[Significant concurrent positions]-Representative, Watanabe Law Offices
Outside Director, Mitsubishi Paper Mills Limited[Attendance at theBoard of Directors
meetings]
100% (13/13)[Reason for nomination as candidate for Outside Director and overview of expected roles to be fulfilled]
Ms. Atsuko Watanabe is qualified as a lawyer. She has abundant experience and expertise regarding legal
affairs and provides useful advice from a professional standpoint particularly regarding compliance andcorporate legal affairs. Accordingly, she is expected to fulfill the roles stipulated in each item under “3.
Selection criteria for Outside Directors” in the “Policy for Selection and Removal of Officers,” andtherefore the Company requests her election. Although she has not been involved in corporate
management in the past other than as an outside officer, the Company believes that she can appropriately
execute the duties as an Outside Director due to the above reasons.
Notes: 1. The candidate Ms. Atsuko Watanabe does not have any special interests in the Company.
2. Ms. Atsuko Watanabe is a candidate for Outside Director. If she is reappointed, she will continue
serving as an independent officer as stipulated by the Tokyo Stock Exchange and Sapporo Securities
Exchange.
3. Pursuant to Article 427, paragraph (1) of the Companies Act, the Company has entered into a contract
with Ms. Atsuko Watanabe to limit the liability for damages stipulated in Article 423, paragraph (1) of
the said Act to the minimum liability amounts provided for by Article 425, paragraph (1) of the said
Act. If she is reappointed, the Company will continue the same contract with her.
4. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The
contract is scheduled to be renewed in July 2024. This insurance contract covers litigation costs andcompensation for damages to be borne by the insured persons, which may result from them being
liable for the performance of their duties. If Ms. Atsuko Watanabe is appointed upon approval of herelection, she will be covered by the insurance contract.

- 12 -

No.

Name
Date of birth

Career summary, positions, responsibilities,
and significant concurrent positions
April 1995
July 2000
October 2002
June 2005

Takashi Furukawa(June 6, 1971)[New appointment][Outside][Independent]
9August 2007
August 2015
November 2017
August 2021
October 2021

Joined the Bank of Japan
Joined Boston Consulting GroupCEO and Chairman, Ultima Partners
Member of the Board and CFO, Transcu
Technologies Co., Ltd.
Director, Industrial Growth Platform, Inc.
Corporate Officer, SanBio Co., Ltd.
CEO and Chairman, Innophys Co., Ltd.
SBIR Executive Program Manager, Cabinet Office,
Government of Japan (current position)
Managing Partner, UTokyo Innovation PlatformCo., Ltd. (current position)

Number ofshares of theCompany held-

[Significant concurrent positions]Managing Partner, UTokyo Innovation Platform Co., Ltd.
[Reason for nomination as candidate for Outside Director and overview of expected roles to be fulfilled]
Mr. Takashi Furukawa has management experience in multiple companies, is working as a capitalist on
hands-on management supports in startup companies, and to create innovation. He has abundant
experience regarding corporate management and provides useful advice for corporate governance andcorporate value enhancement. Accordingly, he is expected to fulfill the roles stipulated in each item under“3. Selection criteria for Outside Directors” in the “Policy for Selection and Removal of Officers,” andtherefore the Company requests his election.
Notes: 1. The candidate Mr. Takashi Furukawa does not have any special interests in the Company.
2. Mr. Takashi Furukawa is a candidate for Outside Director. If his election is approved, he will serve as
an independent officer as stipulated by the Tokyo Stock Exchange and Sapporo Securities Exchange.
3. If the election of Mr. Takashi Furukawa is approved, the Company will, pursuant to Article 427,
paragraph (1) of the Companies Act, enter into a contract with him to limit the liability for damages
stipulated in Article 423, paragraph (1) of the said Act to the minimum liability amounts provided forby Article 425, paragraph (1) of the said Act.
4. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The
contract is scheduled to be renewed in July 2024. This insurance contract covers litigation costs andcompensation for damages to be borne by the insured persons, which may result from them being
liable for the performance of their duties. If Mr. Takashi Furukawa is appointed upon approval of hiselection, he will be covered by the insurance contract.

- 13 -

Proposal 2:

Election of One (1) Substitute Audit & Supervisory Board Member

To prepare for a contingency in which the Company does not have the number of Audit & Supervisory
Board Members required by laws and regulations, the Company proposes to elect one (1) Substitute Audit& Supervisory Board Member.
The Audit & Supervisory Board has given its consent to this Proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows.
Name
Date of birth

Career summary, positions,and significant concurrent positions
April 1992
April 2000

Eriko Matsuno(January 10, 1969)[Outside][Independent]

July 2010
October 2015
June 2020
March 2022
May 2023

Joined Morgan Stanley Japan Limited (currently,
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.)
Registered as an attorney-at-law
Joined Nagashima Ohno & Tsunematsu
Established Tokyo J Law Office (to the present)
Outside Auditor, WealthNavi Inc.
Outside Director, H.U. Group Holdings, Inc.
Outside Director, WealthNavi Inc. (current position)
Outside Director, TOKYO KOKI CO. LTD. (current
position)

Number ofshares of theCompany held-

[Significant concurrent positions]Representative lawyer, Tokyo J Law OfficeOutside Director, Audit & Supervisory Committee Member,
WealthNavi Inc.
Outside Director, TOKYO KOKI CO. LTD.
[Reason for nomination as candidate for Substitute Outside Audit & Supervisory Board Member]
Ms. Eriko Matsuno is qualified as a lawyer and has insight into legal affairs, so the Company expects to receive
useful advice from her and proposes her election. Although she has not been involved in corporate managementin the past other than as an outside officer, the Company believes that she can appropriately execute duties as an
Outside Audit & Supervisory Board Member.
Notes: 1. The candidate Ms. Eriko Matsuno does not have any special interests in the Company.
2. Ms. Eriko Matsuno is a candidate for Substitute Outside Audit & Supervisory Board Member. If she isappointed as Outside Audit & Supervisory Board Member, she will serve as an independent officer as
stipulated by the Tokyo Stock Exchange and Sapporo Securities Exchange.
3. If Ms. Eriko Matsuno is appointed as Outside Audit & Supervisory Board Member, the Company will,
pursuant to Article 427, paragraph (1) of the Companies Act, enter into a contract with her to limit theliability for damages stipulated in Article 423, paragraph (1) of the said Act to the minimum liability
amounts provided for by Article 425, paragraph (1) of the said Act.
4. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The
contract is scheduled to be renewed in July 2024. This insurance contract covers litigation costs andcompensation for damages to be borne by the insured persons, which may result from them being
liable for the performance of their duties. If Ms. Eriko Matsuno is appointed as Audit & Supervisory
Board Member, she will be covered by the insurance contract.

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(Reference) Skills matrix of Director candidates
In order for the Board of Directors of the Company to appropriately fulfill its roles andresponsibilities, the Company expects each Director to demonstrate the following knowledge andabilities (skills). The Company judged that the Board of Directors of the Company is equipped withnecessary skills as a whole.
Skills that the Company particularly expects each Director to demonstrate are determined by the
Board of Directors with reference to the career summary of each Director (Our criteria requireInternal Directors to possess work experience of serving in the position of General Manager orhigher for a certain period of time).

No.

Name

1

KosukeIkeda

2

Yasuhiro
Sato

3

4

5

6
7
8
9

Skills(Those marked in gray are the skills the Company particularly expects Outside Directors to possess)
Legal affairs,
Positions andManagement
Finance &
risk
Human
responsibilities Corporate
GlobalGroup
Sustainability planning,accounting, management resource
businessbusinessmanagement
M&A
tax affairs
anddevelopment
compliance
President andRepresentative
Director

Director andSenior Managing
Executive
Officer
Director and
HideakiSenior Managing
Executive
Tada
Officer
Director andManaging
Executive
TakuyaOfficerTakedaGeneral Affairs
Dept.
Human
Resources Dept.
Director andManaging
Executive
Officer
Toshiaki
Finance Dept.
SunahiroManagement &Control
Dept./Global
Business Dept.
Outside Director
Akiko Fujita (University
professor)
Outside Director
Kazuhide(Certified public
Koda
accountant)
AtsukoOutside Director
Watanabe(Lawyer)
Takashi
Outside Director
Furukawa(Capitalist)

●

●

●

●

●

●

●

●

●

●

●
●
●
●

●

- 15 -●●

The Company defines the skills that shall be possessed by the Board of Directors of the Company
as follows.
SkillsCorporate
management

Sustainability
Management
planning, M&A
Global businessGroup business
Finance &accounting, tax affairs
Legal affairs, risk
management andcompliance
Human resource
development

Definitions
Skills to make managerial decisions from a broad perspective and to execute business
management toward the enhancement of the Group’s corporate value over a medium
to long term, based on experience of corporate management in the position ofpresident or posts with responsibilities equivalent thereto, and with deep insight intoand experience in corporate governance, management strategies and management
planning, etc.
Skills to promote sustainability management from the perspective of enhancing
corporate value over a medium to long term based on issues of material importancefor the Group.
Skills to formulate and implement management strategies and management plans,
inclusive of new business development and M&A, toward further development of theGroup’s businesses.
Skills to execute business operation toward further development, based on deep
knowledge and experience in the Group’s overseas operation and global business as awhole.
Skills to execute business operation toward further development, based on deep
knowledge and experience in technical development, production and sales, etc.
concerning the Group’s three mainstay businesses (container, filling and overseas)
Skills to execute business management toward the enhancement of the Group’s
corporate value over a medium to long term based on deep knowledge and experience
regarding finance, accounting and tax affairs, which are fundamental to management
strategies and business management.
Skills to execute business management toward the enhancement of the Group’s
corporate value over a medium to long term based on deep knowledge and experience
regarding legal affairs, risk management and compliance, which are fundamental tomanagement strategies and corporate governance.
Skills to promote human resource strategies such as retention of a diverse workforce
and supporting their growth from the perspective of enhancing the Group’s corporate
value over a medium to long term.

- 16 -

(Reference) Summary of criteria and procedures of the selection of candidates for Directorand Audit & Supervisory Board Member
The Board of Directors of the Company has resolved and operates the “Policy for Selection andRemoval of Officers” as criteria and procedures of the selection of candidates for Director and Audit& Supervisory Board Member.
https://hokkanholdings.co.jp/en/wp-content/themes/hokkan_hd_eng/pdf/english/governance1.pdf
An overview is as follows:[Scale and Composition of the Board of Directors and Audit & Supervisory Board]
Taking into consideration the business characteristics of each Group company and the role of theCompany as a holding company, and the necessity to expedite decision-making and being able todelegate authority, the Board of Directors is composed of an appropriate number of members of ten(10) or less as stipulated in the Articles of Incorporation.
Taking into account the knowledge and abilities required for the Company to promote soundmanagement as well as the proportion of Outside Directors and female Directors on the Board of
Directors and other diversity of the Board of Directors, at least one-third of the number of Directorsof the Board of Directors is composed of independent Outside Directors from the Company.
Taking into consideration the abundant experience and knowledge required to carry out audits of theCompany and the Group, as well as to get a good balance of knowledge of finance, accounting, andlegal affairs, the Audit & Supervisory Board is composed of an appropriate number of members offive (5) or less as stipulated in the Articles of Incorporation.
[Selection criteria for Directors and Audit & Supervisory Board Members]
The Company requires its Directors and Audit & Supervisory Board Members to have outstanding
personality, knowledge, ability, and rich experience; to have high ethical standards; to be persons
who proactively act toward the sustainable growth of the Group and the enhancement of corporate
value in the medium and long term while adhering to the Code of Conduct established by the Boardof Directors; to be concurrently appointed with no more than four (4) other listed company executive
positions; and to attend Board of Directors meetings at a rate of roughly 85% or more, as a guideline
for the proper performance of their role and responsibilities, and uses these criteria for candidate
selection.
[Selection criteria for Outside Directors]
The Company has established the following criteria regarding the roles and responsibilities expectedof Outside Directors, and selects those who meet these criteria as candidates for Outside Directors.
(1) Promote sustainable growth of the Company based on their own knowledge of management
policies and management improvement, and give advice from the perspective of improving
corporate value in the medium and long term

- 17 -

(2) Provide management supervision through key decisions of the Board of Directors(3) Supervise conflicts of interest between the Company and the Group’s management and major
shareholders(4) Ensure that the opinions of each stakeholder are appropriately reflected in the Board of Directors
in an independent position from the Group’s management and major shareholders[Overview of independence criteria]
The Company has established the criteria for judging the independence of its officers based on laws
and regulations and the independence criteria established by the Listed Stock Exchange. An outline
is as follows.
Independent officers shall not fall under any of the following items:(1) A person who is an Executive Officer, Audit & Supervisory Board Member (excluding Outside
Audit & Supervisory Board Members) of the Group or a person who has been an Executive
Officer or Audit & Supervisory Board Member (excluding Outside Audit & Supervisory Board
Members) of the Group in the past ten (10) years(2) A person for whom the Group is a main business partner or an Executive Officer thereof(3) A main business partner of the Group or an Executive Officer thereof(4) Consultants, certified public accountants or legal professionals who have obtained substantial
amounts of money or other property other than executive remuneration from the Group (in thecase where the person who has obtained such property is a corporation, union, or otherorganization, a person who belongs to such organization)(5) A person or an Executive Officer of a corporation, union, or other organization who receives alarge amount of donations or grants from the Group.
(6) A major shareholder of the Company or an Executive Officer thereof(7) Any person who has fallen under any of (2) to (6) within the past three (3) years(8) Relatives within the second degree of kinship of the following persons (with regard to
employees, limited to those with the position of General Manager or above):(i)

An Executive Officer or Audit & Supervisory Board Member of the Group, or a person
who has been an Executive Officer or Audit & Supervisory Board Member of the Group
within the past three (3) years(ii) Any person who falls under any of the above (2) to (7)[Selection procedures of candidates for officers]
The Company has established the following selection procedures of candidates for officers:(1) In selecting candidates for the Board of Directors, based on these criteria, the Code of Conduct
established by the Board of Directors and the internal rules of the Officers Nomination Review
Committee, the Officers Nomination Review Committee shall prepare a personnel plan andsubmit it to the Board of Directors after obtaining the consent of the Audit & Supervisory Board.
(2) The Board of Directors shall respect the personnel plan submitted by the Officer Nomination- 18 -

Review Committee, deliberate on it, and make decisions- 19 -