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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities Code: 2270)
June 5, 2024
(Electronic provisional measures commence on May 29, 2024)
To Shareholders with Voting Rights:
1-1, Naebocho 6-chome, Higashi-ku,
Sapporo City, Hokkaido
MEGMILK SNOW BRAND Co., Ltd.
Representative Director and President
Masatoshi Sato

NOTICE OF
THE 15TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are hereby informed that the 15th Annual General Meeting of Shareholders of MEGMILK SNOW
BRAND Co., Ltd. (the “Company”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provisionand posted the matters subject to the measures for electronic provision on the following website.
The Company’s website (English) https://www.meg-snow.com/english/investors/stock-information/
In addition to the Company’s website, matters subject to the measures for electronic provision are also postedon the website of the Tokyo Stock Exchange (TSE). Please access the TSE website (Listed Company Searchservice) below, perform a search by entering “Megmilk Snow Brand” as the “Company name” or “2270” as the“Code,” and select “Basic information” and then “Documents for public inspection/PR information” to view the
information.
TSE website (Listed Company Search service) (English)
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowWe will be offering a live stream via the Internet on the day so that the shareholders can view the General
Meeting of Shareholders.
For exercising your voting rights in advance, please review the attached “Reference Documents for the
General Meeting of Shareholders,” exercise your voting rights via the Voting Rights Exercise Form orInternet by 6:00 p.m. on Tuesday, June 25, 2024, Japan time.
1. Date and Time:

Wednesday, June 26, 2024 at 10:00 a.m., Japan time
(Reception begins at 9:00 a.m.)

2. Place:

3rd Floor of International Convention Center Pamir, Sapporo Prince Hotel
Nishi 12-chome, Minami 3-jo, Chuo-ku, Sapporo*A map to the venue can be found on the back cover of this booklet.

3. Meeting Agenda:
Matters to be reported: The Business Report, Consolidated Financial Statements, and Non-consolidated
Financial Statements for the Company’s 15th Fiscal Year (April 1, 2023 - March
31, 2024) and results of audits by the Accounting Auditor and the Audit andSupervisory Committee of the Consolidated Financial Statements-1-

Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Eight Directors (Excluding Directors Serving as Audit andProposal 2:
Supervisory Committee Members)
Election of Three Directors Serving as Audit and Supervisory Committee
Proposal 3:
Members
Election of Two Substitute Directors Serving as Audit and Supervisory
Proposal 4:
Committee Members
4. Matters Concerning Exercise of Voting Rights, etc.
Please review “Matters Concerning Exercise of Voting Rights” on page 3.
5. Matters Concerning the Meeting(1) For shareholders who have given consent to receive Notices of General Meetings ofShareholders via the Internet and indicated that paper copies of the Voting Rights Exercise Form
are not required, the Company has not sent Voting Rights Exercise Forms. If you plan to attend
on the day of the Meeting, please request a paper copy of the Voting Rights Exercise Form fromthe shareholder registry administrator (Transfer Agent Department, Mizuho Trust & Banking
Co., Ltd.) by Tuesday, June 18, 2024 at 5:00 p.m., Japan time.
(2) Votes may only be exercised via proxy if the proxy is a shareholder with voting rights in the
Company. You may not designate more than one proxy. Additionally, in this event, the Voting
Rights Exercise Form of the shareholder must be submitted accompanied by written
documentation proving the authority of the proxy.
(3) Shareholders who require assistance or Japanese interpretation are allowed to be accompanied
by one caregiver or interpreter. However, unless these accompanying individuals areshareholders with voting rights, their speech and conduct will be limited to their capabilities asa caregiver or interpreter.
(4) If neither approval nor disapproval of a proposal is indicated on the Voting Rights Exercise
Form, it shall be deemed a vote of approval.
(5) If a shareholder exercises the voting rights in duplicate by postal mail and via electromagnetic
means (e.g., Internet), the voting rights exercised via electromagnetic means (e.g., Internet)
shall be deemed valid. In addition, if a shareholder exercises the voting rights more than once
via electromagnetic means (e.g., Internet), the last vote cast shall be deemed valid.
[Contact Information for Voting Rights Exercise Form Requests]
Transfer Agent Department, Mizuho Trust & Banking Co., Ltd.
8-4 Izumi 2-chome, Suginami-ku, Tokyo, 168-8507
Telephone: 0120-288-324 (Toll free within Japan)
Hours of operation: 9:00 a.m. to 5:00 p.m. (excluding Saturdays, Sundays, and holidays)
o
o
o

o

When attending on the day of the Meeting, please submit the enclosed Voting Rights Exercise Form to thereceptionist. We also request that you bring these documents with you to as reference.
In the event that there are revisions to the matters subject to the measures for electronic provision, therevision details shall be posted on the websites shown above.
In convening this General Meeting, the Company has sent physical documents containing the matterssubject to the measures for electronic provision to all shareholders, irrespective of whether they requested
provision of physical documents. However, of the matters subject to the measures for electronic provision,
the following items are not included in the physical documents sent, in accordance with laws and regulations
and provisions of the Company’s Articles of Incorporation. The Audit and Supervisory Committee and the
Accounting Auditor have audited the documents including the following items.
1. Basic Policies on Control of a Stock Company
2. Consolidated Statement of Changes in Net Assets
3. Notes to Consolidated Financial Statements
4. Non-consolidated Statement of Changes in Net Assets
5. Notes to Non-consolidated Financial Statements
Please note that the proceedings of this General Meeting of Shareholders will be conducted entirely inJapanese.

-2-Matters Concerning Exercise of Voting Rights
1. Exercise of Voting Rights via Mail
Please indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Form,and return it so that it arrives by 6:00 p.m. on Tuesday, June 25, 2024, Japan time.
2. Exercise of Voting Rights via the Internet, etc.
(1) Voting Rights Exercise Website
In lieu of exercising voting rights via writing, voting rights may be exercised on the “Voting
Rights Exercise Website” (below) designated by the Company. For shareholders who wish to
exercise voting rights via the Internet, please log in and follow the on-screen instructions byutilizing the voting rights exercise code and password printed along the right edge of theenclosed Voting Rights Exercise Form. For security purposes, you will be required to change
your password upon initial login.

https://soukai.mizuho-tb.co.jp/(2) Exercise of Voting Rights
a. Votes exercised by 6:00 p.m. on Tuesday, June 25, 2024, Japan time are valid.
b. In the event that voting rights are exercised both via writing and the Internet, the vote cast
via the Internet shall be deemed valid.
c. In the event that voting rights are exercised multiple times via the Internet, the most recent
vote cast shall be deemed valid.
(3) Passwords
a. Passwords (including those modified by shareholders) are valid only for this general
meeting. New passwords will be issued for the next General Meeting of Shareholders.
b. Passwords are an important method to verify the identity of shareholders that are exercising
votes via the voting rights exercise website. Please ensure that other people do not know
your password. The Company and the shareholder registry administrator (Transfer Agent
Department, Mizuho Trust & Banking Co., Ltd.) will never request passwords fromshareholders.
c. After a certain number of failed login attempts, the password will become locked andinvalid. If it becomes locked, please follow the on-screen instructions.
(4) Other Matters to Notea. Expenses to use the Internet (Internet service provider fees, transmission fees, etc.) are to
be borne by the shareholder.
b. The voting rights exercise website has been tested with typical Internet connection
equipment, but the website may not be accessible depending upon your equipment.
c. For any questions, please contact the organizations below.
[Contact Information]
1. Dedicated line for inquiries concerning using the voting rights exercise website, etc.
Internet Help Center, Transfer Agent Department, Mizuho Trust & Banking Co., Ltd.
Telephone: 0120-768-524 (Toll free within Japan)
Hours of operation: 9:00 a.m. to 9:00 p.m. (excluding Saturdays, Sundays, and holidays)
2. Inquiries concerning questions other than 1. above
Transfer Agent Department, Mizuho Trust & Banking Co., Ltd.
Telephone: 0120-288-324 (Toll free within Japan)
Hours of operation: 9:00 a.m. to 5:00 p.m. (excluding Saturdays, Sundays, and holidays)
 Exercise of Voting Rights via the “Electronic Voting Rights Exercise Platform” for Institutional
Investors
Institutional investors that have applied to use the Electronic Voting Rights Exercise Platform
operated by ICJ Co., Ltd. ahead of time may use the Platform as the electronic method for exercise
of voting rights for this General Meeting of Shareholders of the Company.

-3-Live Streaming of General Meeting of Shareholders
We will be offering a live stream via the Internet so that the shareholders can view the General Meeting of
Shareholders.
Availablefrom:

How to watch
the livestream:Wednesday, June 26, 2024 at 10:00 a.m.
Click on the “15th Ordinary General Meeting of Shareholders Live Streaming” button on
the Company’s website, and enter your shareholder ID and password on the login screen toview the stream.
Streaming URL:
https://www.meg-snow.com/ir/stockinformation/shareholders/Shareholder ID:“Shareholder Number” stated on the Voting Rights
Exercise Form (9 digits)
Password:
Shareholder’s “Postal Code” on the address
registered on the shareholders registry current as ofMarch 31, 2024 (7 digits, no hyphens)

Important notes[Important note for those attending the General Meeting of Shareholders in person] While we will make every effort to avoid showing attending shareholders on the stream, please be awarethat you may be shown on the stream under unavoidable circumstances.
[Important notes for shareholders watching the live stream of the General Meeting of Shareholders] Unlike those attending the Meeting in person, those viewing the live stream will not be able to participate
in voting on the day of the Meeting. Please exercise your voting rights in advance by mail or via theInternet (please see page 3). In addition, please note that we will not be able to accept questions orcomments from shareholders watching the live stream during the deliberation.
 Viewing the stream may not be possible depending on your computer, Internet connection, Internet
traffic conditions, etc.
 The live stream may be unavoidably interrupted or suspended due to circumstances such as equipment
or system trouble.
 Shareholders are responsible for any costs related to viewing the stream.
 It is prohibited to reproduce, publish, or reprint the video or audio data of the live stream, or to provide
it to a third party.
 The sharing of shareholder IDs and passwords with third parties is strictly prohibited.
 In order to protect the privacy of shareholders attending the Meeting, only the areas near the Meeting
chairperson and the officers will be shown in the live stream.

-4-

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

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
The Company adopted a resolution at the meeting of its Board of Directors held on October 1, 2009, on“Measures Against Large Purchase Action of the Shares of the Company (Buyout Prevention Measures)”(hereinafter the “Measures”), Thereafter, the Measures have been continued to date since the shareholders
approved its continuation at the 1st Annual General Meeting of Shareholders held on June 28, 2010.
Even after the introduction of the Measures, the Company has sought to strengthen its managementfoundations through the steady implementation of its medium-term management plans and has worked tostrengthen its corporate governance and made efforts to enhance corporate value. In these circumstances,with the effective period of the Measures approaching expiration at the conclusion of this Annual General
Meeting of Shareholders, the Company has carefully considered how to handle the Measures going forward.
As a result, based on the changes in the business environment surrounding the Company, recent trends intakeover defense measures, the opinions of shareholders, including institutional investors in Japan andoverseas, and other factors, the Company resolved at the meeting of its Board of Directors held on May 21,
2024 to discontinue the Measures and abolish them at the conclusion of this Annual General Meeting of
Shareholders when they expire.
As such, in line with the abolition of the Measures, this proposal is for the purpose of deleting the current
Chapter VII, Article 38 of the Articles of Incorporation concerning buyout prevention measures.
2. Details of the amendments
The details of the amendments are as follows.
Current Articles of Incorporation
Chapter VII Buyout Prevention(Resolutions)
Article 38
1. The Company may make a resolution on
introduction of any buyout prevention
measure at the general meetings ofshareholders other than the mattersprovided in the Company Law.
2. The buyout prevention measures
introduced by resolution of the general
meetings of shareholders may be revised/abolished by resolution of the meetings ofthe Board of Directors.

-5-(Amended parts are underlined.)
Proposed amendments(Deleted)(Deleted)Proposal 2:

Election of Eight Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

The term of office of all nine Directors (excluding Directors Serving as Audit and Supervisory Committee
Members; hereinafter the same applies within this proposal) will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, the Company proposes to elect eight Directors.
In the event that the election of the Directors is approved, the term of office of Directors will be up to theconclusion of the next Annual General Meeting of Shareholders.
The candidates for Director were decided after deliberation by the Nomination Advisory Committee, which
comprises of a majority of independent External Directors.
The candidates for Director are as follows:No.
Name
Present positions at
Present responsibilities at theCandidate category
the Company
Company1
Masatoshi Sato
Representative
Overall management
Reappointment
Director andPresident
2
Tomomi Ishii
Representative
Overall management
Reappointment
Director and(Operations management) and
Executive Vice
assistant to the President, In
President
charge of Secretarial Dept. andGeneral Affairs
3
Seiki Todaka
Managing Executive
In charge of Accounting and IT New appointment
Officer
Planning and Deputy General
Manager, Public Relations &Investor Relations
4
Takehiko Inoue Director andReappointment
In charge of Production
Managing Executive
Technology and Production
Officer5
Satoshi Inaba
Director andIn charge of Dairy Foods
Reappointment
Managing Executive
Marketing and Milk Beverages
Officer& Desserts Marketing
6
Teiji Iwahashi
Director andIn charge of AffiliatedReappointment
Managing Executive
Company Control, Logistics,
Officerand Deputy Manager ofGeneral Affairs
7
Kumiko Bando
External Director—
Reappointment
External Director
Independent
Officer8
Hiroshi Fukushi External Director—
Reappointment
External Director
Independent
Officer

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent
positions
April 1985
October 2008
October 2009

Reappointment
Masatoshi Sato
(January 18, 1963)

1

April 2011

Number of sharesof the Company
held

Joined Snow Brand Milk Products Co., Ltd.
Deputy General Manager, Corporate Planning Dept. of
Nippon Milk Community Co., Ltd.
Sendai Branch Manager of Nippon Milk Community Co.,
Ltd.
General Manager, Metropolitan West Sales Branch
Office of the Company
Deputy General Manager, Corporate Planning Div.
General Manager, Chubu Regional Sales Office
General Manager, Secretarial Dept.
Common stock
General Manager, Dairy Foods Marketing Dept.
5,462 shares
Managing Executive Officer
President and Chief Executive Officer
Representative Director and President (current position)

April 2013
June 2014
Record of attendance April 2017at Board of Directors April 2019
meetings
June 202017 out of 17 (100%) April 2022
June 2022
Years in office
2 years(Responsibilities)
Overall management(Significant concurrent positions)
Chairman of Japan Cheese Promotion Council
Committee Chair of Japan Cheese Fair Trade Council
Chairman of Japan Milk Fair Trade Conference
Chairman of Federation of Fair Trade Conferences[Reasons for selecting the candidate for Director]
Mr. Masatoshi Sato has extensive experience and wide-ranging insight as a corporate manager, as well as
expertise in the Company’s business including marketed milk for home use, and has shown leadership as a top
executive by setting forth clear management policies and others. The Company has determined that he has theappropriate experience and capabilities to serve as Director of the Company and has reappointed him as a
candidate for Director.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent
positions
April 1980
April 2007

Reappointment
Tomomi Ishii(July 5, 1957)

2

3

January 2008

Number of sharesof the Company
held

Joined National Federation of Agricultural Cooperative
Associations (ZEN-NOH)
Deputy General Manager, Headquarters Livestock
Production Division of ZEN-NOH
General Manager, Headquarters Livestock Production
Division of ZEN-NOH
Senior Executive Director, Scientific Feed LaboratoryCo., Ltd.
Representative Director and President, Scientific Feed
Laboratory Co., Ltd.
Managing Executive Officer of the Company
Representative Director and Executive Vice President(current position)

July 2010
Record of attendanceCommon stockat Board of Directors June 2013
2,472 shares
meetings
17 out of 17 (100%) June 2021
June 2022
Years in office
2 years(Responsibilities)
Overall management (Operations management) and assistant to the
President, In charge of Secretarial Dept. and General Affairs[Reasons for selecting the candidate for Director]
Mr. Tomomi Ishii has extensive experience and wide-ranging insight as a corporate manager, as well as expertisein the livestock and feed sectors and other fields, and has shown leadership as a management executive. The
Company has determined that he has the appropriate experience and capabilities to serve as Director of theCompany and has reappointed him as a candidate for Director.
April 1987
Joined The Norinchukin BankMay 2007General Manager, Matsuyama Branch of The
Norinchukin Bank
July 2009
Deputy General Manager, JA Bank Systems Monitoring& Consulting Division
July 2010
Deputy General Manager, JA Bank System Management
Division
June 2011
General Manager, JA Bank System Management
Division
New appointment
June 2014
General Manager, Osaka Branch of The Norinchukin
Common stock
Seiki Todaka
Bank1,250 shares(September 17, 1964)
July 2017Managing Executive Officer of The Norinchukin Bank
April 2020
Managing Executive Officer of Mitsubishi UFJ NICOS
Co., Ltd.
April 2022
Managing Executive Officer of the Company (current
position)(Responsibilities)
In charge of Accounting and IT Planning and Deputy General Manager,
Public Relations & Investor Relations[Reasons for selecting the candidate for Director]
Mr. Seiki Todaka possesses abundant experience in the accounting division and is also familiar with fields suchas IT planning and IR. The Company has determined that he has the appropriate experience and capabilities toserve as a Director of the Company and has appointed him as a candidate for Director.

-8-

No.

4

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent
positions

April 1989
Reappointment
April 2015
Takehiko Inoue
April 2017
(December 15, 1965)
April 2019
June 2020
Record of attendanceJune 2023
at Board of Directors
meetings
April 2024
17 out of 17 (100%)

Joined Snow Brand Milk Products Co., Ltd.
General Manager, Fukuoka Plant of the Company
General Manager, Taiki Plant
General Manager, Production Dept.
Director and Managing Executive Officer
Director and Managing Executive Officer, General
Manager, Production Dept.
Director and Managing Executive Officer (current
position)

Number ofshares of theCompany held

Common stock
2,663 shares

Years in office
4 years

5(Responsibilities)
In charge of Production Technology and Production[Reasons for selecting the candidate for Director]
Mr. Takehiko Inoue has abundant and wide-ranging experience in the production division, and is particularlyfamiliar with the fields of production technology and production control. The Company has determined that hehas the appropriate experience and capabilities to serve as a Director of the Company and has reappointed him
as a candidate for Director.
April 1987
Joined Snow Brand Milk Products Co., Ltd.
October 2009 Deputy General Manager, Secretarial Dept. of theCompany
Reappointment
April
2011
General Manager, Secretarial Dept.
Satoshi Inaba
June
2013
Deputy General Manager, Research & Development(December 20, 1963)
Dept.
June 2015
General Manager, Corporate Planning Div.
Record of attendanceJune 2018
President and Representative Director of Bean Stalk
Common stockat Board of Directors
Snow Co., Ltd.
4,468 shares
meetings
June 2020
Managing Executive Officer of the Company
17 out of 17 (100%) June 2021
Director and Managing Executive Officer (current
position)
Years in office
3 years(Responsibilities)
In charge of Dairy Foods Marketing and Milk Beverages & Desserts

Marketing

6[Reasons for selecting the candidate for Director]
Mr. Satoshi Inaba has experience as General Manager of Corporate Planning Div. and President of a groupcompany and is particularly familiar with the fields of group management, nutrition business, and dairy foods
business, etc. The Company has determined that he has the appropriate experience and capabilities to serve as a
Director of the Company and has reappointed him as a candidate for Director.
April 1987
Joined Snow Brand Milk Products Co., Ltd.
Reappointment
March 2014
General Manager, Osaka Branch Office of the Company
Teiji Iwahashi
April 2016
General Manager, Affiliated Company Control Dept.
(March 1, 1964)
June 2020
General Manager, Dairy Foods Marketing Dept.
Managing Executive Officer
Record of attendance April 2021
Common stock
June
2022
Director and Managing Executive Officer (current
at Board of Directors
2,118 shares
position)
meetings
17 out of 17 (100%)(Responsibilities)
In charge of Affiliated Company Control, Logistics, and Deputy Manager
Years in officeof General Affairs
2 years[Reasons for selecting the candidate for Director]
Mr. Teiji Iwahashi has experience in the dairy foods and marketed milk household business, as well as in central
and important responsibilities of the group management. The Company has determined that he has theappropriate experience and capabilities to serve as a Director of the Company and has reappointed him as a
candidate for Director.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions
April 1977
April 1998
July 2006
July 2009

Reappointment
External Director
Independent Officer
Kumiko Bando(April 25, 1954)

January 2012
July 2013

August 2014
October 2017
April 2018
Record of attendance
May 2018
at Board of Directors
April 2022
meetings
17 out of 17 (100%)
June 2022

Joined Ministry of EducationVice-Governor, Akita Prefecture
Director-General, Gender Equality Bureau of Cabinet OfficeDirector-General, Lifelong Learning Policy Bureau of Ministryof Education, Culture, Sports, Science and Technology
Director-General, Higher Education Bureau of Ministry of
Education, Culture, Sports, Science and Technology
Deputy Minister, Ministry of Education, Culture, Sports, Scienceand Technology
Secretary-General, Consumer Affairs Agency
Director, Japan Legal Support Center
Common stock
President, Japan Legal Support Center
310 shares
Governor, National Hospital Organization
Executive Governor, Japanese Red Cross Society (current
position)
External Director of the Company (current position)

Years in office
2 years

7

Number ofshares of theCompany held

(Significant concurrent positions)Executive Governor, Japanese Red Cross Society
Executive Director, Tsuda University
Director, The Toyota Foundation
Member of New Technology Effectiveness Evaluation Committee of Cabinet OfficeDirector, Japan Productivity Center[Reasons for selecting the candidate for External Director and outline of expected role]
Ms. Kumiko Bando has a wealth of experience in dealing with administrative and consumer issues, etc., based on a
consumer perspective, and can be expected to provide important advice and oversight in the continuation of our “consumerfocused business operation,” although she has not been directly involved in the management of a company in the past. She
also has a great deal of experience and knowledge in sustainability issues such as “human rights,” “diversity,” “life andwork balance,” and “Contributing to local communities, Partnering with local communities.” The Company has determinedthat she can be expected to provide constructive advice on important management issues facing the Group, and has therefore
reappointed her as a candidate for External Director.
[Independence as an External Director]
Ms. Kumiko Bando has been filed as an Independent Officer provided for by the Tokyo Stock Exchange and Sapporo Stock
Exchange. If this proposal is approved, she will continue to be filed as an Independent Officer.
She is not scheduled to receive large sums of money or property (excluding remuneration as a Director) from the Company
or parties related to the Company, and has not received such items during the past two years. In addition, she is not a spouse,a relative within the third degree of kinship or the equivalent thereof of an executive officer or a non-executive director of
the Company or a business entity that has a special relationship with the Company.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities and significant concurrent
positions
April 1984
July 2009
June 2011
June 2013

Reappointment
External Director
Independent Officer
Hiroshi Fukushi(April 25, 1958)

June 2015
June 2017

June 2019
Record of attendanceat Board of Directors
meetings
June 2021
16 out of 17 (94%)
Years in office
2 years

8

June 2022
June 2022

Number of sharesof the Company
held

Joined Ajinomoto Co., Inc.
General Manager, Amino Acids Dept. of Ajinomoto Co.,
Inc.
Member of the Board of Ajinomoto Co., Inc.
Member of the Board & Corporate Vice President of
Ajinomoto Co., Inc.
General Manager, Bioscience Products & Fine Chemicals
Division of Ajinomoto Co., Inc.
Member of the Board & Corporate Senior Vice Presidentof Ajinomoto Co., Inc.
Representative Director, Member of the Board &Corporate Senior Vice President of Ajinomoto Co., Inc.
Common stock
Member of the Board & Corporate Executive Deputy
1,037 shares
President of Ajinomoto Co., Inc.
Chief Digital Officer (CDO) of Ajinomoto Co., Inc.
Representative Executive Officer & Executive Vice
President of Ajinomoto Co., Inc.

Senior Corporate Advisor of Ajinomoto Co., Inc.
(current position)
External Director of the Company (current position)(Significant concurrent positions)
Chairman, Japan Food Additives Association
Vice Chairman, Japan Food Hygiene Association
Outside Director, TOYOBO CO., LTD.
[Reasons for selecting the candidate for External Director and outline of expected role]
Mr. Hiroshi Fukushi has a wealth of experience from all angles, including overseas and business management
experience, research and development experience, and promotion of corporate reform as CDO. The Company
has determined that he can be expected to provide advice on the growth strategies of the Group and guidance
based on his knowledge as an experienced manager of a company that is making pioneering efforts towardsustainability, and has reappointed him as a candidate for External Director.
[Independence as an External Director]
Mr. Hiroshi Fukushi has been filed as an Independent Officer provided for by the Tokyo Stock Exchange andSapporo Stock Exchange. If this proposal is approved, he will continue to be filed as an Independent Officer.
He is not scheduled to receive large sums of money or property (excluding remuneration as a Director) from theCompany or parties related to the Company, and has not received such items during the past two years. In
addition, he is not a spouse, a relative within the third degree of kinship or the equivalent thereof of an executive
officer or a non-executive director of the Company or a business entity that has a special relationship with theCompany.
(Notes)
1.
2.
3.
4.

5.

6.

There are no special interests between the candidates and the Company.
The number of years in office for each candidate is as of the conclusion of this Annual General Meeting of Shareholders.
Ms. Kumiko Bando and Mr. Hiroshi Fukushi are candidates for External Director.
The Company has entered into a directors and officers liability insurance contract with an insurance company. A
summary of the contents of the insurance contract is as shown on page 45 of the Business Report (available only inJapanese). If the election of the candidates for Directors is approved, they will continue to be included as the insured
under the insurance contract. The insurance contract is scheduled to be renewed with the same contents at the next
renewal.
The Company has concluded liabilities limitation contracts pursuant to Article 423, paragraph 1 of the Companies Act
with Ms. Kumiko Bando and Mr. Hiroshi Fukushi, respectively. The terms of the contracts have stipulated that their
upper limit of liabilities toward the Company is ¥10 million, or the amount provided by laws and regulations, whicheveris greater. If they are reappointed, the Company plans to continue with said contracts.
Designation of Independent Officers is made pursuant to the “MEGMILK SNOW BRAND Co., Ltd. IndependenceStandards for External Directors” on pages 19-20.

- 11 -

Proposal 3:

Election of Three Directors Serving as Audit and Supervisory Committee Members

The term of office of all three Directors Serving as Audit and Supervisory Committee Members will expire
at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the Company proposes to electthree Directors Serving as Audit and Supervisory Committee Members.
In the event that the election of the Directors Serving as Audit and Supervisory Committee Members isapproved, the term of office of Directors Serving as Audit and Supervisory Committee Members will be up to
the conclusion of the 17th Annual General Meeting of Shareholders.
The candidates for Director Serving as Audit and Supervisory Committee Member were decided after
deliberation by the Nomination Advisory Committee, which comprises of a majority of independent External
Directors.
In addition, this proposal has been approved in advance by the Audit and Supervisory Committee.
The candidates for Director Serving as Audit and Supervisory Committee Member are as follows:No.
Name
Present positions at the Company
Candidate category
1
Hiroyuki Ito
General Manager, Internal Audit Dept.
New appointment
2

Akito Hattori

External Director Serving as Audit and Supervisory
Committee Member

3

Tomohiko
Manabe—- 12 -

Reappointment
External Director
Independent Officer
New appointment
External Director
Independent Officer

No.

Name
(Date of birth)2

April 1988
October 2016

Number of sharesof the Company
held

Joined Snow Brand Milk Products Co., Ltd.
Deputy General Manager in charge of IT Planning Dept.
Common stockof the Company
Hiroyuki Ito
518 shares
June 2020
General Manager, IT Planning Dept.
(March 18, 1966)
June 2022
General Manager, Internal Audit Dept. (current position)[Reasons for selecting the candidate for Director Serving as Audit and Supervisory Committee Member]
Mr. Hiroyuki Ito has extensive and deep knowledge and insight based on his abundant experience in theadministration division including finance and audits. The Company has determined that he has the appropriate
experience and capabilities to supervise and audit Directors’ business execution, and has appointed him as a
candidate for Director Serving as Audit and Supervisory Committee Member.
April 1989
Registered as an attorney
Joined Miyake, Hatazawa & Yamazaki Law Office
April 1991
Joined Ozaki Law Office
Reappointment
NovemberEstablished Akito Hattori Law Office
External Director 2006
Independent Officer January 2013 Representative Director and President of
Hagiwarazaimokuten, Inc. (current position)
Akito Hattori
September
Outside Corporate Auditor of ANABUKI KOSAN INC.
(November 28,
2016(current position)
1958)
June 2018
External Director Serving as Audit and Supervisory
Committee Member of the Company (current position)
Common stock
Record of attendance June 2021
Governor, Social welfare corporation Goodwill welfare
1,557 sharesat Board of Directors
association (current position)
meetings
June 2023
Outside Director, PALTAC CORPORATION (current
17 out of 17
position)(100%)(Significant concurrent positions)Years in office
Representative of Akito Hattori Law Office
6 years
Representative Director and President of Hagiwarazaimokuten, Inc.
Outside Corporate Auditor of ANABUKI KOSAN INC.
Governor, Social welfare corporation Goodwill welfare association
Outside Director, PALTAC Corporation[Reasons for selecting the candidate for External Director Serving as Audit and Supervisory Committee Member
and outline of expected role]
As Mr. Akito Hattori is well-versed in corporate law as an attorney, the Company has determined that he canutilize his highly specialized background in the supervision and auditing of Directors’ business execution; andhas reappointed him as a candidate for External Director Serving as Audit and Supervisory Committee Member.
[Independence as an External Director Serving as Audit and Supervisory Committee Member]
Mr. Akito Hattori has been filed as an Independent Officer provided for by the Tokyo Stock Exchange andSapporo Stock Exchange. If this proposal is approved, he will continue to be filed as an Independent Officer.
Although he is not scheduled to receive large sums of money or property (excluding remuneration as a Director)
from the Company or parties related to the Company, and has not received such items during the past two years,
he concluded a legal advisory contract with AEON CO., LTD., which is a party related to the Company, andreceived compensation, etc., from said company as part of said contract. In addition, he is not a spouse, a relative
within the third degree of kinship or the equivalent thereof of an executive officer or a non-executive director of
the Company or a business entity that has a special relationship with the Company.
New appointment

1

Past experience, positions, responsibilities and significant concurrent
positions- 13 -

No.

Name(Date of birth)

Past experience and significant concurrent positions

Number of sharesof the Company
held

October 1991

New appointment
External Director
Independent Officer
Tomohiko Manabe(October 3, 1963)

3

Joined Showa Ota & Co. (currently Ernst & Young
ShinNihon LLC)
May 2007Partner of Ernst & Young ShinNihon (currently Ernst& Young ShinNihon LLC)
July 2010
Partner of Certified Public Tax Accountants’ Co.
Takano Sogo Accounting Firm
July 2013
Senior Partner of Certified Public Tax Accountants’
Co. Takano Sogo Accounting Firm
May 2015
Outside Director of Freund Corporation
June 2015
Outside Corporate Auditor of NIPPON SHUPPANHANBAI INC. (currently NIPPAN GROUPHOLDINGS, INC.)
June 2017
Outside Corporate Auditor of Shuppan Kyodo Ryutsu
Common stockInc.
0 shares
March 2019
Corporate Auditor of Humans’ Data Inc. (current
position)
June 2019
Councilor of the Nakabe Scholarship Foundation(current position)
September 2020 Representative Partner of Certified Public Tax
Accountants’ Co. Takano Sogo Accounting Firm
(current position)(Significant concurrent positions)Representative Partner of Certified Public Tax Accountants’ Co. Takano
Sogo Accounting Firm
Corporate Auditor of Humans’ Data Inc.
Councilor of the Nakabe Scholarship Foundation[Reasons for selecting the candidate for External Director Serving as Audit and Supervisory Committee Member
and outline of expected role]
Mr. Tomohiko Manabe has a specialized and high degree of knowledge and wide-ranging experience in financeand accounting as a certified public accountant, although he has not been directly involved in the management of
a company in the past. The Company has determined that he will be able to draw on his background in the
supervision and auditing of Directors’ business execution, and has appointed him as a candidate for External
Director Serving as Audit and Supervisory Committee Member. The Company designates Directors Serving as
Audit and Supervisory Committee Members pursuant to the “Nomination Policies for Candidates for Director”
on page 19 by including at least one person with expertise on finance and accounting.
[Independence as an External Director Serving as Audit and Supervisory Committee Member]If this proposal is approved and Mr. Tomohiko Manabe assumes the position as External Director Serving as
Audit and Supervisory Committee Member, he will be filed as an Independent Officer provided for by the Tokyo
Stock Exchange and Sapporo Stock Exchange.
He is not scheduled to receive large sums of money or property (excluding remuneration as a Director) from theCompany or parties related to the Company, and has not received such items during the past two years. In addition,
he is not a spouse, a relative within the third degree of kinship or the equivalent thereof of an executive officer ora non-executive director of the Company or a business entity that has a special relationship with the Company.

- 14 -

(Notes)
1.
2.
3.
4.

5.

6.

There are no special interests between the candidates and the Company.
The number of years in office for each candidate is as of the conclusion of this Annual General Meeting of Shareholders.
Mr. Akito Hattori and Mr. Tomohiko Manabe are each candidates for External Director.
The Company has entered into a directors and officers liability insurance contract with an insurance company. A
summary of the contents of the insurance contract is as shown on page 45 of the Business Report (available only inJapanese). If the election of the candidates for Directors is approved, they will continue to be included as the insured
under the insurance contract. The insurance contract is scheduled to be renewed with the same contents at the next
renewal.
The Company has concluded a liabilities limitation contract pursuant to Article 423, paragraph 1 of the Companies Act
with Mr. Akito Hattori. The terms of the contracts have stipulated that his upper limit of liabilities toward the Company
is ¥10 million, or the amount provided by laws and regulations, whichever is greater. If he is reappointed, the Company
plans to continue with said contract. If Mr. Hiroyuki Ito and Mr. Tomohiko Manabe are appointed, the Company plans
to conclude the same contracts with them.
Designation of Independent Officers is made pursuant to the “MEGMILK SNOW BRAND Co., Ltd. IndependenceStandards for External Directors” on pages 19-20.

- 15 -

Proposal 4:

Election of Two Substitute Directors Serving as Audit and Supervisory Committee
Members

To prepare for the case where the number of Directors Serving as Audit and Supervisory Committee
Members falls below the number required by laws and regulations, the Company proposes the election of two
Substitute Directors Serving as Audit and Supervisory Committee Members.
The candidates for Substitute Directors Serving as Audit and Supervisory Committee Members are as
follows. Mr. Kotaro Yamashita is a candidate for Substitute Director for Mr. Hiroyuki Ito, Director Serving as
Audit and Supervisory Committee Member, if Proposal 3 is approved and passed as proposed. Similarly, Ms.
Ikuko Akamatsu is a candidate for Substitute External Director for Mr. Akito Hattori and Mr. Tomohiko
Manabe, Directors Serving as Audit and Supervisory Committee Members, if Proposal 3 is approved andpassed as proposed. The resolution of this proposal shall remain in effect up to the beginning of the next Annual
General Meeting of Shareholders.
The candidates for Substitute Directors Serving as Audit and Supervisory Committee Members were
decided after deliberation by the Nomination Advisory Committee, which comprises of a majority of
independent External Directors.
In addition, this proposal has been approved in advance by the Audit and Supervisory Committee.
No.

Name
(Date of birth)

Past experience and significant concurrent positions
June 1995
April 2010

Kotaro Yamashita(October 7, 1962)

June 2013
April 2017
June 2020
June 2021

1

Number of sharesof the Company
held

Joined Snow Brand Milk Products Co., Ltd.
Deputy General Manager, General Affairs Dept. of theCompany
General Manager, General Affairs Dept.
General Manager, Internal Audit Dept.
General Manager, Audit Office of Snow Brand Seed Co., Common stockLtd.
2,520 shares
Corporate Auditor of Snow Brand Seed Co., Ltd. (current
position)(Significant concurrent positions)
Corporate Auditor of Snow Brand Seed Co., Ltd.
[Reasons for selecting the candidate for Substitute Director Serving as Audit and Supervisory Committee
Member]
As Mr. Kotaro Yamashita has abundant experience in audits at the Company and group companies, the Company
has determined that he has the appropriate experience and capabilities to supervise and audit Directors’ businessexecution, etc., and has appointed him as a candidate for Substitute Director Serving as Audit and Supervisory
Committee Member.

- 16 -

No.

Name(Date of birth)

Past experience and significant concurrent positions
January 1995
August 2018
June 2019
July 2019
June 2020
June 2022

Ikuko Akamatsu(February 27, 1968)

April 2023
June 2023

Joined Showa Ota & Co. (currently Ernst & Young
ShinNihon LLC)
External Director, TOP’S Inc. (current position)
Outside Audit & Supervisory Board Member, SBI
Shinsei Bank, Limited (current position)
Board of Directors, The Japanese Institute of Certified
Public Accountants (current position)
Outside Audit & Supervisory Board Member, Toyo
Seikan Group Holdings, Ltd. (current position)
Outside Director, Mitsubishi UFJ Securities Holdings
Co., Ltd. (current position)
Outside Audit & Supervisory Board Member, iCARE
Co., Ltd. (current position)
Outside Director, Nippon Kayaku Co., Ltd. (current
position)

Number of sharesof the Company
heldCommon stock
0 shares(Significant concurrent positions)
External Director, TOP’S Inc.
Outside Audit & Supervisory Board Member, SBI Shinsei Bank, Limited
Outside Audit & Supervisory Board Member, Toyo Seikan Group
Holdings, Ltd.
Outside Director, Mitsubishi UFJ Securities Holdings Co., Ltd.
Outside Audit & Supervisory Board Member, iCARE Co., Ltd.
Outside Director, Nippon Kayaku Co., Ltd.
Board of Directors, The Japanese Institute of Certified Public Accountants[Reasons for selecting the candidate for Substitute External Director Serving as Audit and Supervisory Committee
Member and outline of expected role]
Ms. Ikuko Akamatsu has a specialized and high degree of knowledge and wide-ranging experience as a certified
public accountant, although she has not been directly involved in the management of a company in the past. The
Company has determined that she will be able to draw on her background in the supervision and auditing of
Directors’ business execution, and has appointed her as a candidate for Substitute External Director Serving as
Audit and Supervisory Committee Member.
[Independence as a Substitute External Director Serving as Audit and Supervisory Committee Member]
Ms. Ikuko Akamatsu is not scheduled to receive large sums of money or property (excluding remuneration as a
Director) from the Company or parties related to the Company, and has not received such items during the past
two years. In addition, she is not a spouse, a relative within the third degree of kinship or the equivalent thereofof an executive officer or a non-executive director of the Company or a business entity that has a special
relationship with the Company.

2(Notes)
1.
2.
3.

4.

5.

There is no significant conflict of interest between the Company and each candidate.
Ms. Ikuko Akamatsu is a candidate for Substitute External Director Serving as Audit and Supervisory Committee
Member.
The Company has entered into a directors and officers liability insurance contract with an insurance company. A
summary of the contents of the insurance contract is as shown on page 45 of the Business Report (available only inJapanese). In the event that the candidates are appointed as Directors Serving as Audit and Supervisory Committee
Members, each of them will be included as the insured under the insurance contract.
In the event that each candidate assumes the position as a Director Serving as Audit and Supervisory Committee Member,the Company plans to conclude a liability limitation contract with each candidate pursuant to Article 423, Paragraph 1of the Companies Act. The terms of the contract shall stipulate that each candidate’s upper limit of liability toward theCompany is ¥10 million or the amount provided by laws and regulations, whichever is greater.
Ms. Ikuko Akamatsu meets the “MEGMILK SNOW BRAND Co., Ltd. Independence Standards for External Directors”
on pages 19-20. If she assumes the position as External Director Serving as Audit and Supervisory Committee Member,she will be filed as an Independent Officer provided for by the Tokyo Stock Exchange and Sapporo Stock Exchange.

- 17 -

(Reference)
Skill Matrix of Candidates for Directors
MEGMILK SNOW BRAND Group’s approach to the balance of the Board of Directors, etc., necessary for the Group’s
sustainable growth and medium- to long-term enhancement of corporate value is described in the “Nomination Policies for
Candidates for Director” (page 19).
If Proposal 2 and Proposal 3 are approved as proposed, the structure of the Board of Directors will be as follows.
Dairy farming

Corporate

Name andCategory

Position to be
assumedmanagement/
Business

GlobalFinancialaccounting

strategy

Masatoshi
SatoTomomi
Ishii

Seiki
TodakaTakehiko
Inoue

Satoshi
Inaba

Teiji
Iwahashi
KumikoBandoExternal
Director
Independent
Officer
Hiroshi
Fukushi
External
Director
Independent
Officer

Hiroyuki Ito

Akito
Hattori
External
Director
Independent
Officer
Tomohiko
ManabeExternal
Director
Independent
Officer

Representative
Director andPresident
Representative
Director andExecutive Vice
President
Representative
Director andExecutive Vice
President
Director andManaging
Executive
Officer
Director andManaging
Executive
Officer

Legal affairs/

Consumer

Risk

perspectives/

management Sustainability

●

●

●

●

management

●

●

●

●

●

HR & Labor
IT/DX

relations/HR
development

●

●

●

External
Director●

External
Director
Serving as
Audit andSupervisory
Committee
MemberExternal
Director
Serving as
Audit andSupervisory
Committee
MemberR&D/SCM●●●

Agriculture●●

Director
Serving as
Audit andSupervisory
Committee
MemberMarketingTechnology/

base

Director andManaging
Executive
Officer

External
Director

Sales/

Production & & Procurement/

●

●

●

●

●

●

●

●

●

●

●

●

- 18 -●

Opinion of the Audit and Supervisory Committee
The Audit and Supervisory Committee carefully reviewed the proposal for election of Directors (excluding
Directors Serving as Audit and Supervisory Committee Members), including confirmation of discussions at
the Nomination Advisory Committee (where four External Directors, including two External Audit andSupervisory Committee Members, account for a majority of the members).
The Audit and Supervisory Committee has judged that the candidates for Directors (excluding Directors
Serving as Audit and Supervisory Committee Members) are suitable as candidates for Directors of theCompany because they have been nominated through appropriate procedures and they have a high level ofexpertise and abundant experience and have deep knowledge of the Company’s management philosophy andmanagement approach.
Reference Material
Nomination Policies for Candidates for Director
Under the premise that none of the candidates for Directors (excluding Directors Serving as Audit andSupervisory Committee Members) fall under any of the disqualifying reasons stipulated by the Companies Act,the candidates are appointed from among persons who possess high ethics, in addition to superior personality,
insight, ability, and abundant experience for conducting overall corporate monitoring and supervision ofbusiness execution. They are appointed also in consideration of a well-balanced Board of Directors without an
overabundance of specialties in any particular field.
Under the premise that none of the candidates for Directors Serving as Audit and Supervisory Committee
Members fall under any of the disqualifying reasons stipulated by the Companies Act, the candidates areappointed from among persons who possess high ethics, in addition to superior personality, insight, ability,
and abundant experience for conducting overall corporate monitoring and supervision of business execution.
They are appointed also in consideration of whether they can secure their independence from officers withexecutive authority or whether they can maintain a fair and impartial attitude, etc. The candidates for Directors
Serving as Audit and Supervisory Committee Members must include at least one person who has expertise infinance and accounting.
MEGMILK SNOW BRAND Co., Ltd. Independence Standards for External Directors
MEGMILK SNOW BRAND CO., Ltd. (hereinafter the “Company”) judges External Directors (hereinafter“External Directors”) to be sufficiently independent so long as they do not fall under any of the following.
1. The following individuals who have had business transactions with the Company or its subsidiaries in anyof the past three fiscal years(1) Of those who have the Company or its subsidiaries as a client, an individual who the Company and its
subsidiaries (collectively, the “Group”) has paid an amount totaling more than 2% of the consolidated
net sales of that business partner or an officer or employee who executes business of that corporationsuch as an executive Director, an Executive Officer, or others (hereinafter “executives”)(2) Of those who the Company or its subsidiaries have as a client, an individual or their executives whopays to the Group an amount totaling more than 2% of the Group’s consolidated net sales(3) An individual or their executives whose loans to the Company or its subsidiaries total more than 2%of the Group’s consolidated total assets(4) A consultant, accounting professional, or legal professional who has received from the Company or
its subsidiaries monetary or other assets totaling ¥10 million or 2% of total revenue, whichever isgreater (excluding Director compensation), or in the event that an organization is acquiring said assets,
an individual belonging to that organization
2. The following individuals who have been major shareholders in the past three years(1) An individual who possesses a proportion of 10% or more of the Company’s voting rights (including
indirect possession) or their executives- 19 -

(2) An executive of a company whose voting rights the Company or its subsidiaries possesses a proportionof 10% or more of (including indirect possession)
3. Relatives of the Company, the Company’s subsidiaries, the Company’s business partners, or other related
persons(1) An individual who was a spouse or relative within the second degree of kinship of one of the following
within the past ten years
1) An executive Director or Executive Officer of the Company or its subsidiaries or a General
Manager of Head Office2) A non-executive Director of the Company(2) An individual who was a spouse or relative within the second degree of kinship of one of the following
within the past three years
1) An individual who corresponds to the aforementioned 1. (1), (2), or (3) or the aforementioned 2.,
and in the case that the individual is an executive, an officer who executes business of that
corporation such as an executive Director or an Executive Officer, or an individual equivalent to
a General Manager of departments
2) An individual who corresponds to the aforementioned 1. (4) (limited in the case of an accounting
professional to a certified public accountant, and in the case of a legal professional to an attorneyat-law (including associates))
4. Other related persons(1) An individual who, in any of the past three fiscal years, has received donations from the Company or
its subsidiaries in a single fiscal year equivalent to ¥10 million or 2% of total revenue, whichever isgreater, or their executives(2) An executive of a company in which, within the past three years, an individual from the Company or
its subsidiaries has served as an external officer- 20 -