This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

Securities Code: 2904
September 5, 2024
(Start date for electronic provision measures: August 29, 2024)
To Shareholders with Voting Rights:
Masahiro Nozaki
Representative Director, President & CEO
ICHIMASA KAMABOKO CO., LTD.
7-77 Tsushimaya, Higashi-ku, Niigata City,
Japan

Notice of the 60th Annual General Meeting of Shareholders
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to announce that the 60th Annual General Meeting of Shareholders of ICHIMASAKAMABOKO CO., LTD. (the “Company”) will be held as described below.
In the convocation of this General Meeting of Shareholders, the Company has taken electronic provision
measures and posted the matters subject to electronic provision measures as the “Notice of the 60th Annual
General Meeting of Shareholders” and “Other Matters Subject to Electronic Provision Measures for the60th Annual General Meeting of Shareholders (Matters Excluded from Paper-based Documents Delivered)”on websites listed below.
The Company’s website:
https://corporate.ichimasa.co.jp/en/ir/stock/meeting/In addition to the above-mentioned website, the Company has posted the same information on thefollowing website.
The Tokyo Stock Exchange website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the website mentioned above and enter the Company’s name or its securities code tosearch. Then, please select “Basic information” followed by “Documents for public inspection/PR
information” and review the documents.)
If you do not attend the Meeting in person, you can exercise your voting rights in writing using the
Voting Rights Exercise Form or via the Internet. Please review the Reference Documents for the General
Meeting of Shareholders described in the matters subject to electronic provision measures and exercise
your voting rights by 5:30 p.m. on Wednesday, September 25, 2024, Japan time in accordance with the
instructions for exercising voting rights on page 4 to 5 of the Japanese version of this document.

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

Thursday, September 26, 2024 at 10:00 a.m. Japan time
(Reception will open at 9:00 a.m.)
Head Office of ICHIMASA KAMABOKO CO., LTD., conference room on
the 2nd floor
7-77 Tsushimaya, Higashi-ku, Niigata City

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 60th fiscal year (July 1, 2023 to June 30, 2024) and resultsof audits by the Accounting Auditor and Audit and Supervisory
Committee of the Consolidated Financial Statements
2. Non-Consolidated Financial Statements for the Company’s 60th fiscal
year (July 1, 2023 to June 30, 2024)
Proposals to be resolved
Appropriation of Surplus
Proposal 1:
Election of Five (5) Directors (excluding Directors who are Audit andProposal 2:
Supervisory Committee Members)◼

When attending the meeting, please submit the enclosed Voting Rights Exercise Form to thereception desk.

◼

Any revisions to the matters subject to electronic provision measures will be posted on each websitethat provides the information.

◼

The Reference Documents for the General Meeting of Shareholders and part of the Business Report
have been sent to shareholders who have not requested the delivery of the paper-based documents.

◼

Pursuant to laws and regulations and Article 16 of the Company’s Articles of Incorporation, thefollowing matters are not included in the documents sent to shareholders who have requested them.
Therefore, these documents are part of the documents that have been audited by the Audit andSupervisory Committee and the Accounting Auditor in preparing their respective audit reports.

◼

•

Systems and Policies of the Company in the Business Report•

Consolidated Statements of Changes in Equity•

Notes to Consolidated Financial Statements•

Non-Consolidated Statements of Changes in Equity•

Notes to Non-Consolidated Financial Statements

The English versions of this Notice and the Reference Documents for the General Meeting of
Shareholders are posted on the Company’s website.

◼

The results of resolutions at the General Meeting of Shareholders will be posted online on the
Company’s website in lieu of sending a Notice of Resolutions.
The Company’s website (English): https://corporate.ichimasa.co.jp/en/ir/stock/meeting/-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
The Company’s basic policy regarding the distribution of profits is to maintain stable dividends while
comprehensively considering financial results, payout ratios, future business development, and otherfactors. The proposal for the appropriation of surplus is as follows.
Items related to the year-end dividends
The Company proposes a year-end dividend of ¥12 per share.
(1) Type of dividend property
Cash(2) Items related to allotment of dividend property and total amount thereof
Dividend per common share of the Company: ¥12.00
Total payment: ¥222,298,944(3) Effective date of dividends of surplus
September 27, 2024

-3-

Proposal 2: Election of Five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
The terms of office of all Directors (excluding Directors who are Audit and Supervisory Committee
Members; the same applies throughout this Proposal) will expire at the conclusion of this General Meetingof Shareholders. Accordingly, the Company proposes to elect five (5) Directors.
This Proposal was discussed by the Audit and Supervisory Committee, and there were no matters to note.
The candidates for Director are as follows.

No.

1

2

3

4

Current positions and responsibilities at theCompany and significant concurrent
positions

Attendanceat Board of
Directors
Meetings[Reappointment]

Representative Director, President & CEO
Representative Director and President,
ICHIMASA REIZO CO., LTD.

12/12
(100%)[Reappointment]

Director, Managing Executive Officer, andGeneral Manager of Production Division

12/12(100%)[Reappointment]

Director, Managing Executive Officer, andGeneral Manager of Sales Division

12/12(100%)[Reappointment]

Director, Managing Executive Officer,
Deputy General Manager of Business
Administration Division, and General
Manager of Corporate Planning Department

12/12(100%)Name(Age)
Masahiro Nozaki(Male)(66)
Masayuki Goto
(Male)(65)
Keiichi Oyanagi(Male)(63)
Masaki Takashima(Male)(64)

Director
5

Masako Nakayama(Female)(54)[Reappointment][Outside][Independent][Reappointment][Outside][Independent]

President and Representative Director,
KITAC CORPORATION
Outside Director, BSN MEDIA HOLDINGS
INC.

Candidate for reappointment as a Director
Candidate for Outside Director
Candidate for independent officer

-4-

11/12
(91.7%)

No.

Name(Date of Birth, Age)

Masahiro Nozaki(February 5, 1958,
66 years old)
[Reappointment]

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
April 1981
September 1991
September 1997
September 1999
September 2021

Number ofshares of theCompany held

Joined the Company
Director, General Manager of Sales Department
Managing Director, General Manager of Sales
Division
Representative Director and President
Representative Director, President & CEO(current position)
523,120 shares

1[Years in Office]33 years (at theconclusion of this
General Meeting of
Shareholders)[Significant Concurrent Positions]・Representative Director and President, ICHIMASA REIZO CO.,LTD.
[Special Interest Relationships]
None[Reason for nomination as a candidate for Director]
Mr. Masahiro Nozaki has extensive experience and wide-ranging knowledge as a business executive. He has
demonstrated leadership as the Company’s Chief Executive Officer and is well versed in various divisions,
including sales and marketing. Therefore, the Company believes that he is an appropriate person to execute theduties of the office and requests that he be reappointed as a Director.

-5-

No.

Name
(Date of Birth, Age)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
November 1985
September 2013

2

Masayuki Goto
(October 26, 1958,
65 years old)

September 2019
September 2021

[Reappointment]

June 2022[Years in Office]11 years (at theconclusion of this
General Meeting of
Shareholders)

Joined the Company
Director, General Manager of Production
Management Department
Managing Director
Director, Managing Executive Officer, andGeneral Manager of Production Technology
Division
Director, Managing Executive Officer, andGeneral Manager of Production Division (current
position)

Number ofshares of theCompany held

7,000 shares[Significant Concurrent Positions]－[Special Interest Relationships]
None

3[Reason for nomination as a candidate for Director]
Mr. Masayuki Goto has extensive experience in production and has demonstrated leadership in product safety
and security in manufacturing and improvement of profitability. Therefore, the Company believes that he is anappropriate person to execute the duties of the office and requests that he be reappointed as a Director.
Joined the Company
April 1983
September 2016 Director, General Manager of Sales Management
Department, and General Manager of Tokyo
Keiichi Oyanagi
Branch Office(February 7, 1961,
September 2020 Managing Director, General Manager of Sales
63 years old)
Division
September 2021 Director, Managing Executive Officer, and[Reappointment]
General Manager of Sales Division (current
4,000 shares
position)[Years in Office]8 years (at the[Significant Concurrent Positions]conclusion of this－
General Meeting of
Shareholders)[Special Interest Relationships]
None[Reason for nomination as a candidate for Director]
Mr. Keiichi Oyanagi has extensive experience in sales and has demonstrated leadership in customer sales
nationwide. Therefore, the Company believes that he is an appropriate person to execute the duties of the office
and requests that he be reappointed as a Director.

-6-

No.

Name
(Date of Birth, Age)
Masaki Takashima(May 20, 1960,
64 years old)
[Reappointment]

4

5[Years in Office]7 years (at theconclusion of this
General Meeting of
Shareholders)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
July 2016
September 2017
September 2021

Joined the Company
Director, General Manager of Corporate Planning
Department
Director, Managing Executive Officer, Deputy
General Manager of Business Administration
Division, and General Manager of Corporate
Planning Department (current position)

Number ofshares of theCompany held

1,300 shares[Significant Concurrent Positions]－[Special Interest Relationships]
None[Reason for nomination as a candidate for Director]
Mr. Masaki Takashima has extensive experience in corporate planning and has demonstrated leadership indevelopment of the Company’s medium-term business plans. Therefore, the Company believes that he is anappropriate person to execute the management strategies and requests that he be reappointed as a Director.
Joined KITAC CORPORATION
May 2006
Director, General Manager of CG Solution Center,
January 2009KITAC CORPORATION
Masako Nakayama January 2013
Managing Director, KITAC CORPORATION(November 27, 1969, January 2015
Senior Managing Director, KITAC
54 years old)
CORPORATION
January 2017
President and Representative Director, KITAC[Reappointment]
CORPORATION (current position)[Outside]
September 2021 Director, the Company (current position)[Independent]－
Outside Director, BSN MEDIA HOLDINGS INC.
June 2024(current position)[Years in Office]3 years (at the[Significant Concurrent Positions]conclusion of this President and Representative Director, KITAC CORPORATION
General Meeting of Outside Director, BSN MEDIA HOLDINGS INC.
Shareholders)[Special Interest Relationships]
None[Reason for nomination as a candidate for Outside Director and expected role]
Ms. Masako Nakayama possesses knowledge and experience in corporate management as President andRepresentative Director of KITAC CORPORATION, and is appropriately fulfilling her duties and role at theCompany from an unbiased standpoint. Therefore, the Company requests that she be reappointed as a Director.

-7-

Notes: 1. Ms. Masako Nakayama meets the requirements for independent officers stipulated by the
Tokyo Stock Exchange and the Company’s own criteria for determining independence. She has
been designated as an independent officer, and this information has been submitted to theTokyo Stock Exchange. If her reelection is approved, the Company will continue to designate
her as an independent officer.
2. The Company has concluded a liability limitation agreement with Ms. Masako Nakayama inaccordance with Article 427, Paragraph 1 of the Companies Act, and intends to continue thisliability limitation agreement with her if her reelection is approved.
3. The Company has entered into Directors and Officers liability insurance contract with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. If thecandidates for Director are elected and assume the office, they will become the insured under
this policy. The Company intends to renew the policy with the same provisions the next time
the policy is up for renewal.

-8-[For Reference]
The Company has established the following “Policies and Procedures for Appointment/Dismissal of Directors
and Nomination of Director Candidates” and “Views on Overall Balance of Knowledge, Experience andQualification Possessed by Directors, and Diversity and Size of the Board of Directors.” The Skills Matrix thatsummarizes knowledge, experience and qualifications possessed by each Director (including Director
candidates) is shown in the table below.
Policies and Procedures for Appointment/Dismissal of Directors and Nomination of Director Candidates
In selecting and dismissing the Representative Director, appointing and dismissing Directors, and nominating
candidates for Director, the Company consults with the Board of Independent Outside Officers based onstandards for appointment and dismissal of Directors and receives its response, and then the Board of Directors
makes the decisions.
In nominating candidates for Outside Director, the Company, based on standards for appointment of Outside
Directors, selects candidates that meet the independence criteria of the Companies Act and Tokyo Stock
Exchange as well as the Company’s own criteria for determining independence and ensures that Independent
Outside Directors constitute at least one-third of the Board of Directors. The Company consults with the Boardof Independent Outside Officers on these matters and receives its response, and then the Board of Directors
makes the decisions.
Views on Overall Balance of Knowledge, Experience and Qualification Possessed by Directors, and Diversity
and Size of the Board of Directors
In efforts to grow sustainably and enhance corporate value over the medium to long term, the Board of Directors
considers the overall balance of knowledge, experience, qualifications and areas of expertise possessed by
Directors, as well as the diversity of the Board of Directors from various aspects, including women’s
empowerment and internationality. In addition, the number of Directors shall be not more than fifteen (15)Directors (including not more than five (5) Audit and Supervisory Committee Members) as stipulated in the
Articles of Incorporation, and the Board of Directors shall consist of the appropriate number of members, whichallows the Board to function in the most effective and efficient manner. Concerning Outside Directors (including
Audit and Supervisory Committee Members), the Company shall give due consideration to the balance ofknowledge and experience possessed by Outside Directors who are in positions to supervise management, forexample, by appointing individuals with various expertise in the areas such as corporate management, financeand accounting, and legal affairs. In appointing Outside Directors, the Company shall elect at least one (1)person with corporate management experience at other companies. For Audit and Supervisory Committee
Members, the Company shall elect at least one (1) person with sufficient knowledge of finance and accounting.

-9-

Skills Matrix for Directors
Areas of experience (including experience as an Officer in charge) of Inside Directors (including candidates)
Name

Areas the Company specifically
expects Outside Directors(including candidates) to be
involved

Personnel
Manufacturing
Corporate

Management

Sales

Legal affairs
Product

Technology
management

strategyMarketing

Financial
Human

ESG

Risk

development

accounting
resources

research

management

development

Corporate
management

Tax affairs

Legal affairs

Financial

Risk

accounting

management

Tax affairs

Directors who are not
Audit and Supervisory
Committee Members
Masahiro Nozaki(Reappointment)

●

●

●

Masayuki Goto
(Reappointment)●

Keiichi Oyanagi(Reappointment)
Masaki Takashima(Reappointment)

●

●

●
●

●

●

Masako Nakayama(Reappointment,
Outside)

●

●

●

●

Directors who are
Audit and Supervisory
Committee Members
Kayoko Takayama●●

Norio Yoshida(Outside)●

Kazuto Abe(Outside)●

Masatoshi Minabe(Outside)

●

Skill

The Company’s view on skills

Corporate management
Management strategy
Sales/Marketing

Skills necessary to determine the strategic policies and course of action set by the Company
Skills necessary to develop and implement medium-to-long-term growth strategies in efforts to enhance corporate value
Skills necessary to understand market demand and sell the Company’s products in an efficient manner to gain profits
Skills necessary to pursue the undiscovered potential of food and deliver technological innovation from a medium-tolong-term perspective
Skills necessary to understand market demand and develop products that are reassuring, safe and loved by customers
Skills necessary to contribute to the realization of a sustainable society while enhancing corporate value, with eyes fixedon social, environmental, and governance challenges
Skills necessary to implement appropriate governance, compliance, risk management in business activities
Skills necessary to ensure the Company’s sustainable growth, including developing human resource strategies andinvesting in “people” who serve as a source of growth
Skills necessary to strengthen the financial foundation that forms the basis of corporate management and enable growthinvestments in efforts to enhance corporate value

Manufacturing/Technology research
Product development
ESG
Legal affairs/Risk management
Personnel/Human resources development
Financial accounting/Tax affairs- 10 -

Criteria for Determining Independence
In addition to the independence criteria for independent officers set forth by the Companies Act and the Tokyo
Stock Exchange, the Company has set the following criteria for determining independence. If a candidate falls
under any of the following criteria, the Company determines that they are not independent.
1. An officer or an executing person of subsidiaries or associated companies of the Company, or the person insuch a position in the past 10 years
2. An officer or an executing person of a company in which the Company holds 10% or more of the shares,or the person in such a position in the past 10 years
3. An officer or an executing person of a company that holds 10% or more of the Company’s shares, or the
person in such a position in the past 10 years
4. An officer or an executing person of a business partner whose annual transactions with the Company exceed
2% of the consolidated net sales for the most recent fiscal year (for a sales partner, the Company’s results;
for a supplier, the supplier’s results), or the person in such a position in the past 10 years
5. A legal specialist, an accounting specialist, a consultant (an individual, or in the case of an organization, aperson belonging to it) who received fees of 5 million yen or more per year from the Company in the past
3 years
6. An officer of a company or an organization to which the Company has loaned 50 million yen or more
7. An officer of an organization that receives annual donations of 3 million yen or more from the Company
8. A person who has been a Director of the Company for more than 8 years- 11 -