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

Securities code: 1301
June 3, 2024
(Date of commencement of measures for electronic provision: May 31, 2024)
To Shareholders with Voting Rights:

Makoto Inoue
President and Representative
Director
KYOKUYO CO., LTD.
3-3-5, Akasaka, Minato-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 101st ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 101st Ordinary General Meeting of Shareholders of KYOKUYO CO.,LTD. (the “Company”) will be held as described below.
We have adopted measures for the electronic provision of information for this General Meeting of
Shareholders. The matters to be provided electronically are posted on the website, shown below, as “NOTICEOF CONVOCATION OF THE 101st ORDINARY GENERAL MEETING OF SHAREHOLDERS.”The Company’s website: https://www.kyokuyo.co.jp/en/
Please select “IR” then “View All News” to view the information.
This information is also posted on the Internet website shown below.
The Tokyo Stock Exchange’s website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website of the Tokyo Stock Exchange, shown above, enter the Company’s name or securities
code to search, and click on “Basic information” then “Documents for public inspection/PR information” toview the information.
In the event that you are unable to attend the aforesaid meeting, you may exercise your voting rights either
by mail or via the Internet, etc. The Company cordially requests that you consider the Reference Documents for
Shareholders Meeting included in the matters to be provided electronically and exercise the voting rights before
5:45 p.m. on Monday, June 24, 2024.

-1-1. Date and Time:

Tuesday, June 25, 2024 at 10:00 a.m. Japan time
(Reception desk opens at 9:00 a.m.)

2. Place:

Cosmos Hall (3F), TOSHI CENTER HOTEL (in Japan Municipal ResearchCenter Building)
2-4-1, Hirakawa-cho, Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 101st Fiscal Year (April 1, 2023 - March 31, 2024) andresults of audits by the Accounting Auditor and the Supervisory Boardfor the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 101st Fiscal
Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Fourteen (14) Directors
Proposal 2:
Election of Two (2) Supervisory Board Members
Proposal 3:
Election of One (1) Substitute Supervisory Board Member
Proposal 4:
Revision of the Amount of Remuneration for Directors
Proposal 5:

Matters Decided for Convocation
If you exercise your voting rights both by the Voting Rights Exercise Form and via the Internet, theexercise of voting rights via the Internet shall be deemed valid.
If you exercise your voting rights more than once via the Internet, only the last exercise of your voting
rights shall be deemed valid.
If you do not indicate your vote regarding a proposal on the Voting Rights Exercise Form, this will betreated as a vote in favor of the proposal.
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
The following matters are not presented in the paper copy sent to the shareholders who have requested
it, in accordance with laws, regulations, and Article 15 of the Company’s Articles of Incorporation. This
paper copy therefore contains part of the documents audited by the Supervisory Board Members and the
Accounting Auditor when preparing their respective audit reports.
・ Notes to the Consolidated Financial Statements
・ Notes to the Non-consolidated Financial Statements
Any revisions to the matters to be provided electronically will be posted on each of the websites shown
above.

-2-

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

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows.
Year-end dividends
As a result of considering the performance and other factors for the fiscal year ended March 31,
2024, the year-end dividends will be 100 yen per share.
(1) Matters concerning Assets to be Distributed to Shareholders and Total Amount thereof¥100.00 per share of common stock of the Company
Total amount: ¥1,191,615,500(2) Effective Date of Distribution of Surplus
June 26, 2024

-3-

Proposal 2:

Election of Fourteen (14) Directors

The terms of office of all twelve (12) Directors will expire at the close of this General Meeting of
Shareholders. Accordingly, the Company proposes the election of fourteen (14) Directors (including five(5) Outside Directors), increasing the number of Directors by two (2) (including one (1) Outside Director)
to further strengthen the management structure and strengthen the management supervisory function.
The candidates for Director are as follows:
No.
1

Name
Makoto Inoue[Reappointment]

2

Shigeru Kondo[Reappointment]

3

Shuichi Kiyama[Reappointment]

4

Hitoshi Higaki[Reappointment]

5

Yutaka Tanaka[Reappointment]

6

Keizo Yamaguchi[Reappointment]

7

Atsushi Hattori[Reappointment]

Current positions and responsibilities at the Company
President and Representative Director
Vice-President and Director
Assistant to President
Control over Overseas Business Segment
In charge of Overseas Business Division
Senior Managing Director
Control over Logistics Business Segment
In charge of Compliance, Audit Dept.,
Human Resources Dept., Research and Development
Division, Quality Assurance Dept., Production Control
Dept. and Logistics Dept.
Managing Director
In charge of Business Management Dept., Stakeholder
Relations Dept., General Affairs Dept., Information
Technology Dept. and Sales Administration Dept.
Director
General Manager of Osaka Branch
Director
Control over Freshfoods Business Segment
In charge of Freshfoods Business Division
Chief of Division Freshfoods Business Division
Director
Control over Processed Food Business Segment
In charge of Processed Food Business Division
Chief of Division Processed Food Business Division

-4-

No.

Name

8

Masaki Miyama[Reappointment]9Masahiko Oda[New appointment]

10

11

12

13

14

[Reappointment]
Masayo Miura[Outside][Independent][Reappointment]
Mika Shirao[Outside][Independent][Reappointment]
Katsuhiro Machida[Outside][Independent][Reappointment]
Eiji Yamada[Outside][Independent][New appointment][Outside]
Asako Nagano[Independent]

Current positions and responsibilities at the Company
Director
Control over Marine Products Business Segment
In charge of Marine Products Business Division
Chief of Division Marine Products Business Division
General Manager of Human Resources Dept.
Outside Director

Outside Director

Outside Director

Outside Director-

New appointment: Candidate for new appointment as Director
Reappointment: Candidate for reappointment as Director
Outside: Candidate for appointment as Outside Director
Independent: Candidate for appointment as an independent officer

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
June 2004

1

Joined the Company
General Manager of Division 3 of Marine
Products
April 2005
General Manager of Division 2 of Marine
Products
General Manager of Processed & Frozen Marine
April 2006
Products Dept.
General Manager of Osaka Branch
June 2010
Makoto Inoue
Director and General Manager of Osaka Branch
June
2012
(December 5, 1957)
8,600
April 2014
Director and General Manager of Tokyo Branch[Reappointment]
April 2015
Director and General Manager of Frozen Prepared
Foods Dept.
June 2015
Managing Director and General Manager ofFrozen Prepared Foods Dept.
April 2016
Managing Director
June 2017
Senior Managing Director
June 2018
President and Representative Director (current
position)[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Makoto Inoue has engaged primarily in work related to marine products
purchasing and foods. After serving as General Manager of Processed & Frozen Marine Products Dept., General
Manager of branches, General Manager of Frozen Prepared Foods Dept., Managing Director, and Senior
Managing Director, Mr. Inoue became President and Representative Director in 2018. The Company has again
nominated him as a candidate for Director as he has abundant experience of working in the Company, as well as
expertise relating to the marine products purchasing and foods businesses and all aspects of corporate
management.
April 1982
June 2011
June 2015
June 2017
Shigeru Kondo(December 8, 1958)[Reappointment]

2

Number ofshares of theCompany held

June 2019
June 2020
March 2021
June 2021
April 2023
April 2024

Joined the Company
General Manager of Overseas Business Dept.
General Manager of Processed Marine Products
Dept. 3
Director and General Manager of Processed
Marine Products Dept. 3
Managing Director and General Manager ofProcessed Marine Products Dept. 3
Managing Director and General Manager ofProcessed Marine Products Dept. 2
Managing Director
Senior Managing Director
Senior Managing Director and Chief of Division
Marine Products Business DivisionVice-President and Director (current position)

4,900[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Shigeru Kondo has engaged primarily in work related to overseas assignment
and marine products purchasing. After serving as General Manager of Overseas Business Dept., General Manager
of Processed Marine Products Dept. 3, Managing Director, and Senior Managing Director, Mr. Kondo became
Vice-President and Director in 2024. The Company has again nominated him as a candidate for Director as he hasabundant experience of working in the Company, as well as expertise relating to global business management andthe marine products purchasing business.

-6-

No.

Name
(Date of birth)
Shuichi Kiyama(August 30, 1959)[Reappointment]

3

Career summary, positions, responsibilities,
and significant concurrent positions
April 1983
April 2013
June 2017
June 2020
June 2022
April 2023

Joined the Company
General Manager of Planning Dept.
Director and General Manager of Planning Dept.
Managing Director
Senior Managing Director and General Manager
of General Affairs Dept.
Senior Managing Director (current position)

Number ofshares of theCompany held

3,600

[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Shuichi Kiyama has engaged primarily in work related to planning andaccounting. After serving as General Manager of Planning Dept. and Managing Director, Mr. Kiyama became
Senior Managing Director in 2022. The Company has again nominated him as a candidate for Director as he hasabundant experience of working in the Company, as well as expertise relating to planning and accounting.

Hitoshi Higaki(August 17, 1962)[Reappointment]
4

April 1986
June 2017
June 2020
April 2021
June 2022
March 2024

Joined the Company
General Manager of Finance & Accounting Dept.
Director and General Manager of Finance &Accounting Dept.
Director and General Manager of Business
Management Dept.
Managing Director and General Manager ofBusiness Management Dept.
Managing Director (current position)

1,400[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Hitoshi Higaki has engaged primarily in work related to IT systems andaccounting. After serving as General Manager of Finance & Accounting Dept. and General Manager of Business
Management Dept., Mr. Higaki became Managing Director in 2022. The Company has again nominated him as a
candidate for Director as he has abundant experience of working in the Company, as well as outstanding insight
relating to IT systems and expertise relating to accounting.
April 1984
August 2010
April 2016
June 2018

5

Joined the Company
Deputy General Manager of Osaka Branch
General Manager of Frozen Prepared Foods Dept.
Director and General Manager of Frozen Prepared
Yutaka Tanaka
Foods Dept.
April 2021
Director, Chief of Division Foodservice Business(August 20, 1961)
5,000
Division, General Manager of Foodservice
Business Dept. 1, and Chief of Division Logistics[Reappointment]
Division
Director, Chief of Division Foodservice Business
June 2022
Division and Chief of Division Logistics Division
Director and General Manager of Osaka Branch
April 2023
(current position)[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Yutaka Tanaka has engaged primarily in work related to foods, serving as General
Manager of Frozen Prepared Foods Dept., Chief of Division Foodservice Business Division, General Manager ofFoodservice Business Dept. 1, Chief of Division Logistics Division, and General Manager of Osaka Branch. The
Company has again nominated him as a candidate for Director as he has abundant experience of working in the
Company, as well as expertise relating to the foods and logistics services businesses.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined the Company
General Manager of Quality Assurance Dept.
General Manager of Frozen Foods For Home Use
Dept.
General Manager of Shelf-Stable Foods Dept.
March 2018
Keizo Yamaguchi
June
2020
Director and General Manager of Shelf-Stable(January 8, 1962)
1,300
Foods Dept.
Director,
Chiefof
Division
RetailandConsumer
April
2021[Reappointment]
Business Division, and General Manager of Retailand Consumer Business Dept. 2
April 2023
Director and General Manager of Tokyo Branch
March 2024
Director and Chief of Division Freshfoods
Business Division (current position)[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Keizo Yamaguchi has engaged primarily in work related to overseas assignment
and foods, serving as General Manager of Quality Assurance Dept., General Manager of Frozen Foods For HomeUse Dept., General Manager of Shelf-Stable Foods Dept., Chief of Division Retail and Consumer Business
Division, General Manager of Retail and Consumer Business Dept. 2, General Manager of Tokyo Branch, andChief of Division Freshfoods Business Division. The Company has again nominated him as a candidate for
Director as he has abundant experience of working in the Company, as well as expertise relating to global business
management and the foods business.
April 1984
April 2014
April 2016

6

April 1988
June 2016

7

Number ofshares of theCompany held

Joined the Company
General Manager of Processed Marine Products
Atsushi Hattori
Dept. 2
(July 16, 1965)
June 2020
General Manager of Tokyo Branch
700
April 2023
Chief of Division Processed Food Business[Reappointment]
Division
June 2023
Director and Chief of Division Processed FoodBusiness Division (current position)[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Atsushi Hattori has engaged primarily in work related to marine products
purchasing, serving as General Manager of Processed Marine Products Dept. 2, General Manager of Tokyo
Branch, and Chief of Division Processed Food Business Division. The Company has again nominated him as a
candidate for Director as he has abundant experience of working in the Company, as well as expertise relating to
the marine products business.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined the Company
President and Representative Director of Kyokuyo
America Corporation
General Manager of Processed & Frozen Marine
June 2017
Masaki Miyama
Products Dept. of the Company
April
2019
General Manager of Sapporo Branch(March 30, 1966)
500
General Manager of Overseas Business Dept.
March 2021
[Reappointment]
Chief of Division Freshfoods Business Division
April 2023
June 2023
Director and Chief of Division Freshfoods
Business Division
Director and Chief of Division Marine Products
March 2024
Business Division (current position)[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Masaki Miyama has engaged primarily in work related to overseas assignment
and foods, serving as President of a group company, General Manager of Processed & Frozen Marine Products
Dept., General Manager of Sapporo Branch, General Manager of Overseas Business Dept., Chief of Division
Freshfoods Business Division, and Chief of Division Marine Products Business Division. The Company has again
nominated him as a candidate for Director as he has abundant experience of working in the Company, as well as
expertise relating to global business management and the foods business.
April 1989
August 20128

April 1990

9

Number ofshares of theCompany held

Joined The Daiwa Bank, Ltd. (currently Resona
Bank, Limited)
October 2008
General Manager of Customer Service
Department at Chogo Branch
General Manager of Yokohama-minami Area
January 2012
Masahiko Oda
Sales Department 3(July 12, 1966)
January 2014
General Manager of Management Department at
100
Edogawa-minami Branch[New appointment]
General Manager of Loan Administration
October 2016
Department
Joined the Company
June 2020
General Manager of Planning Dept.
April 2021
General Manager of Human Resources Dept.
(current position)[Reason for nomination as candidate for Director]
Mr. Masahiko Oda has specialized knowledge and experience gained through many years of operations at financial
institutions, serving as General Manager of Planning Dept. and General Manager of Human Resources Dept sincejoining the Company. The Company has nominated him as a candidate for Director as he is familiar with the actual
conditions of the Company.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Research Assistant at Kagawa Nutrition
University
Masayo Miura
April 1995
Assistant Professor(May 16, 1946)
April 2001
Professor
700
January 2003
Chair of Department of Applied Nutrition[Reappointment]
January 2009
Director of Student Affairs[Outside]
Director of the Company (current position)
June 2015[Independent]
April 2017
Professor Emeritus of Kagawa Nutrition
University (current position)[Reason for nomination as candidate for Outside Director and overview of expected role]
Ms. Masayo Miura researched food and nutrition, among other subjects, at Kagawa Nutrition University. At Boardof Directors meetings, she offers pertinent opinions from a fair and objective standpoint, drawing on her longexperience and expertise as a specialist in food and nutrition. The Company has again nominated her as a candidate
for Outside Director as it expects that she will continue to provide appropriate guidance for decision-making by
the Board of Directors based on her long experience and expertise.
April 1970

10

Mika Shirao(February 28, 1960)

11

Number ofshares of theCompany held

[Reappointment][Outside][Independent]

April 1994
April 2002
April 2014
June 2020

Special Research Fellow at the Institute of Public
Health (currently the National Institute of Public
Health)Assistant Professor at Jissen Women’s JuniorCollege
Professor at Jissen Women’s University (current
position)
Director of the Company (current position)

0[Reason for nomination as candidate for Outside Director and overview of expected role]
Ms. Mika Shirao researched food hygiene and dietary education at Jissen Women’s University. At Board of
Directors meetings, she offers pertinent opinions from a specialist standpoint, drawing on her abundant experienceand advanced scholarship. The Company has again nominated her as a candidate for Outside Director as it expects
her to continue to apply her knowledge and experience to the management of the Company and perform asupervisory role.
April 1976

12

Joined the Ministry of Agriculture, Forestry and
Fisheries
Director-General of Fisheries Agency
July 2009
Vice-Minister of Agriculture, Forestry andKatsuhiro Machida July 2010
Fisheries(November 15, 1953)
May 2013
Chairperson of JA Kyosai Research Institute0
Vice-Chairperson of Japan Racing Association
March 2016
[Reappointment](JRA)[Outside]
March 2020
Chairperson Director of JRA Facilities Co. Ltd.
[Independent]
June 2021
Director of the Company (current position)
Advisor of JRA Facilities Co. Ltd.
April 2022
June 2022
Director (Audit Committee Member) of Meiji
Machine Co., Ltd. (current position)[Reason for nomination as candidate for Outside Director and overview of expected role]
Mr. Katsuhiro Machida worked for many years in key positions at the Ministry of Agriculture, Forestry and
Fisheries and has abundant knowledge and experience accumulated at a research institute. The Company has again
nominated him as a candidate for Outside Director as it expects him to provide advice and guidance from a
specialist standpoint, and to supervise business execution appropriately from an impartial perspective.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined Nippon Telegraph and Telephone Public
Corporation (currently Nippon Telegraph andTelephone Corporation)
General Manager of Financial Business Planning
June 2001
Division in the Financial Systems Business Unit at
NTT DATA Corporation
General Manager of Payment Business Department
April 2002
in the Business Development Business Unit
May 2004
Deputy General Manager of Payment Solutions
Eiji Yamada
Business Unit
(July 18, 1955)
Senior Vice President
June 2005
Director and Executive Vice President
June 2011
0[Reappointment]
June 2012
Representative Director and Senior Executive Vice
[Outside]
President
Advisor of NTT Data Corporation[Independent]
June 2015
Representative Director and President of Japan
Information Processing Service Co., Ltd.
June 2017
External Director of The Chiba Kogyo Bank, Ltd.
(current position)
Director of the Company (current position)
June 2021
Advisor of Japan Information Processing Service
Co., Ltd.
June 2022
External Director of Heiwa Real Estate Co., Ltd.
(current position)[Reason for nomination as candidate for Outside Director and overview of expected role]
Mr. Eiji Yamada has served as Representative Director and President of Japan Information Processing Service
Co., Ltd. over many years and has broad-based insight as a business executive with experience and a record ofachievement in systems development. The Company has again nominated him as a candidate for Outside Director
as it expects him to supervise the running of the Company and to contribute to bolstering its corporate governanceby providing advice on all aspects of the Company’s management.
April 1978

13

Number ofshares of theCompany held

- 11 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined the Ministry of Agriculture, Forestry and
Fisheries
April 2010
Deputy Director of Fisheries Management
Improvement Division at the Fisheries Agency
Deputy Director of General Affairs Division in the
February 2011
Food Safety Commission Secretariat at the Cabinet
OfficeDirector of Food Industry Environmental Measures
January 2013
Asako Nagano
Office in the Biomass Recycling Resources
Division at the Food Industry Bureau(December 11, 1971)
Director of Office for Press in the Public Relations
April 20150and Policy Evaluation Division at the Minister’s[New appointment]
Secretariat[Outside]
Director of Public Relations and Policy Evaluation
July 2017[Independent]
Division at the Minister’s Secretariat
July 2018
Director of Wood Use Promotion Division in theForest Policy Planning Department at the Forestry
AgencyDirector of New Business and Food Industry
July 2021
Policy Division in the New Business and Food
Industry Department at the Minister’s Secretariat
Representative Director and President of MORIAugust 2022
AGE Inc. (current position)[Reason for nomination as candidate for Outside Director and overview of expected role]
Ms. Asako Nagano worked for many years in key positions at the Ministry of Agriculture, Forestry and Fisheries
and has abundant knowledge and experience accumulated through the forestry consulting business. The Company
has nominated her as a candidate for Outside Director as it expects her to provide advice and guidance onsustainability from a specialist standpoint and to supervise business execution appropriately from an impartial
perspective.
April 1994

14

Number ofshares of theCompany held

Notes: 1. No special interests exist between any of the candidates and the Company.
2. Internal responsibilities of candidates who are currently Directors of the Company are as
detailed in “4. (1) Directors and Supervisory Board Members” in the Business Report sectionof this notice. (Japanese version only.)
3. Ms. Masayo Miura, Ms. Mika Shirao, Mr. Katsuhiro Machida, Mr. Eiji Yamada, and Ms. Asako
Nagano are candidates for the position of Outside Director.
4. The Company has registered Ms. Masayo Miura, Ms. Mika Shirao, Mr. Katsuhiro Machida andMr. Eiji Yamada with the Tokyo Stock Exchange as independent officers. The Company alsoplans to register Ms. Asako Nagano as an independent officer.
5. At the close of this General Meeting of Shareholders, Ms. Masayo Miura will have served as
Outside Director of the Company for nine (9) years, and Ms. Mika Shirao will have served as
Outside Director of the Company for four (4) years, and Mr. Katsuhiro Machida and Mr. Eiji
Yamada will have served as Outside Director of the Company for three (3) years.
6. The Company has entered into agreements with Ms. Masayo Miura, Ms. Mika Shirao, Mr.
Katsuhiro Machida and Mr. Eiji Yamada pursuant to Article 427, Paragraph 1 of the Companies
Act to limit their liability as specified under Article 423, Paragraph 1 of the Act. The limit ofliability under the agreements is the amount stipulated by laws and regulations. If thereappointment of these four Directors is approved, the Company plans to continue theseliability limitation agreements with them. If the appointment of Ms. Asako Nagano is approved,
the Company plans to enter into the same liability limitation agreement with her.

- 12 -

 Expertise and experience of candidates for position of Director (skill matrix)
If this proposal is approved, the Company’s Board of Directors will consist of members with thefollowing skills.
Generalmanagement

Makoto Inoue
Shigeru Kondo
Shuichi Kiyama
Hitoshi Higaki
Yutaka Tanaka
Keizo
Yamaguchi
Atsushi Hattori
Masaki Miyama
Masahiko Oda
Masayo Miura
Mika Shirao
Katsuhiro
MachidaEiji Yamada
Asako Nagano






Industry insight

Legal andcompliance

IT

Finance andaccounting

Government
and academic
research

Internationality






















●

●










●



●

The above table shows areas where members have more specialized knowledge based on each individual’s
experience, etc., and does not represent their complete knowledge.

- 13 -●

Proposal 3:

Election of Two (2) Supervisory Board Members

The term of office of Supervisory Board Member Mr. Masaji Tamura will expire at the close of this General
Meeting of Shareholders, and Mr. Norio Suzuki resigned from the position of Supervisory Board Member
as of July 31, 2023. Accordingly, the Company proposes the election of two (2) Supervisory Board
Members.
The consent of the Board of Auditors has been obtained for the submission of this proposal.
The candidates for Supervisory Board Member are as follows:
No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1989
March 2006
April 2008
October 20091

Tsutomu Sasaki(September 1, 1965)

April 2010

[New appointment][Outside]

April 2016

April 2013

April 2018
April 2021
April 2022
April 2024

Joined The Daiwa Bank, Ltd. (currently Resona
Bank, Limited)
General Manager of Sales Department 1 at
Hirakata Branch
General Manager of Yodogawa Area Sales
Department 2
General Manager of Mikuni Area Sales
Department
General Manager of Sakuragawa/Taisho Area
Sales Department 1
General Manager of Osaka Pension Sales
Department
General Manager of Toranomon Branch andGeneral Manager of Sales Department 1
Executive Officer, in charge of the Tokyo
Metropolitan Area (South Block) and Independent
Branches (Maebashi Branch and Nagaoka Branch)
Executive Officer, in charge of Osaka Region(North Block) and Kyoto/Saga Sales Division
Senior Managing Director of Resona Card Co.,
Ltd.
Advisor (current position)

Number ofshares of theCompany held

0

[Reason for nomination as candidate for Outside Supervisory Board Member]
The Company has nominated Mr. Tsutomu Sasaki as a candidate for Outside Supervisory Board Member to ensurethat he will be able to utilize the specialized knowledge and experience gained through many years of operations
at financial institutions in the Company's audit system if appointed as Supervisory Board Member. The reason
why we judged that he is able to perform his duties appropriately is that we comprehensively considered that hehas the aforementioned practical experience.

- 14 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined the Company
General Manager of Sales Administration Dept.
Yasuyuki Sobajima
General Manager of Nagoya Branch(April 23, 1957)
General Manager of Osaka Branch
1,400
Director and General Manager of Osaka Branch[New appointment]
Director
President of Kyokuyo Suisan Co., Ltd.
June 2021
President of Kyokuyo Suisan Co., Ltd. (current
position)[Reason for nomination as candidate for Supervisory Board Member]
The Company has nominated Mr. Yasuyuki Sobajima as a candidate for Supervisory Board Member because hehas expertise in work related to logistics services that he has been engaged in since joining the Company. He is
familiar with the actual conditions of the Company as President of a group company, has abundant management
experience, and has the ability to conduct appropriate audits.
April 1981
June 2015
June 2017
April 2019
June 2020
March 2021

2

Number ofshares of theCompany held

Notes: 1. No special interests exist between any of the candidates and the Company.
2. Mr. Tsutomu Sasaki is a candidate for the position of Outside Supervisory Board Member.
3. Mr. Tsutomu Sasaki served as an executive officer of Resona Bank, Limited, which is a majorbank with which the Company engages in business, until March 2022.
4. Mr. Tsutomu Sasaki is scheduled to retire form Advisor of Resona Card Co., Ltd. as of June 24,2024.
5. Mr. Yasuyuki Sobajima is scheduled to retire from Director of Kyokuyo Suisan Co., Ltd. as ofJune 17, 2024.
6. If Mr. Tsutomu Sasaki is elected, the Company plans to enter into an agreement with him
pursuant to Article 427, Paragraph 1 of the Companies Act to limit his liability as specified
under Article 423, Paragraph 1 of the Act. The limit of liability under the agreement is theamount stipulated by laws and regulations.

- 15 -

Proposal 4:

Election of One (1) Substitute Supervisory Board Member

The Company proposes the election of one (1) substitute Supervisory Board Member in case the numberof such Supervisory Board Member falls below the number required by laws and regulations.
This proposal shall be effective only prior to the assumption of office. The election will be possible
to cancel by resolution of the Board of Directors with the consent of the Board of Auditors.
The consent of the Board of Auditors has been obtained for the submission of this proposal.
"The candidate for Substitute Supervisory Board Member is as follows:

Name(Date of birth)
Ichiro Shimoda(September 18, 1972)[Outside][Independent]

Career summary, positions
and significant concurrent positions
October 2005
April 2011
January 2015
January 2020

Registered as an attorney-at-law
Joined T.HASEGAWA & CO., LAW OFFICES.
Established Matsui & Shimoda Law Office
Established Shimoda Law Office
Established Shimoda Law and Tax Office (current
position)

Number ofshares of theCompany held

0

[Reason for nomination as candidate for substitute Supervisory Board Member]
The Company has nominated Mr. Ichiro Shimoda as a candidate for substitute Supervisory Board Member
because, although he is not involved in corporate management as a director or audit & supervisory board memberof a company, he has knowledge and experience in his professional field as an attorney, and the Company believes
that, if he assumes the position of Supervisory Board Member, he will be able to make objective decisions basedon the entire corporate society, which is not bound by the Company’s practices.

Notes: 1. Mr. Ichiro Shimoda is a candidate for the position of Outside Supervisory Board Member. If
he takes office, the Company plans to register him with the Tokyo Stock Exchange as anindependent officer.
2. No special interests exist between Mr. Ichiro Shimoda and the Company.
3. If Mr. Ichiro Shimoda assumes office as Supervisory Board Member, the Company plans toenter into an agreement with him pursuant to Article 427, Paragraph 1 of the Companies Act
to limit his liability as specified under Article 423, Paragraph 1 of the Act. The limit of liability
under the agreements is the amount stipulated by laws and regulations.

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 Directors and officers liability insurance agreements for Director candidates and substituteSupervisory Board Member candidates
To secure talented human resources and support proactive management decisions aiming at the growth of
the Company, the Company has entered into a directors and officers liability insurance agreement, which
outlines the following contents, and plans to renew in December 2024. Each nominee for Director proposedin Proposal 2 (Election of Fourteen (14) Directors) who is to be reelected has already been an insured
person under the relevant insurance agreement and will continue to be insured after his or her reelection.
The new nominee will be insured under the insurance contract after his or her election. Each nominee forSupervisory Board Member proposed in Proposal 3 (Election of Two (2) Supervisory Board Members)
will be insured under the insurance contract after his election. The nominee for substitute Supervisory
Board Member to be consulted in Proposal 4 (Election of One (1) Substitute Supervisory Board Member)will be insured under the insurance contract after assuming the office of Supervisory Board Member.
[Outline of the contents of directors and officers liability insurance agreements](1) Actual ratio of premiums paid by the insured
The insurance fee for the policy and all riders is borne by the Company and no substantial insurance
fee is borne by the insured.
(2) Outline of events insured against
The policy, together with the riders, will cover damages and litigation costs that may arise due tothe insured directors and officers assuming liability for the execution of his or her duties or
receiving a claim related to the pursuit of such liability. However, the policy does include certain
exemption clauses, such as no compensation being given for liability attributable to acts inviolation of laws or regulations that were carried out with full knowledge of their illegality, andtakes measures so that the properness of the performance of duties by officers is not impaired.

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Proposal 5:

Revision of the Amount of Remuneration for Directors

The amount of remuneration for the Company’s Directors consists of an amount of fixed basic compensation
and an amount of performance-based stock compensation, and approval was obtained at the 98th Ordinary
General Meeting of Shareholders held on June 25, 2021 for the amount of fixed basic compensation to be a
maximum of 400 million yen per year (of which up to 60 million yen per year shall be for Outside Directors).
During the period since then, the duties of officers have increased as the scale of the Company’s group businesshas expanded and the business environment has changed. In addition, in order to further strengthen corporate
governance going forward, it will be necessary to maintain remuneration levels appropriate for retaining talented
human resources and to realize fair and equitable treatment commensurate with responsibilities. In Proposal 2,
the Company proposes to increase the number of Directors by two (2) (including one (1) Outside Director). In
order to further increase the motivation of officers and strengthen the management structure to improve theCompany’s performance and enhance corporate value over the medium to long term, the Company requests
approval to amend the amount of fixed basic compensation for Directors to a maximum of 600 million yen peryear (of which up to 80 million yen per year shall be for Outside Directors). As is currently the case, the amountof fixed basic compensation for Directors shall not include the salary portion payable to Directors who
concurrently serve as employees.
The amount of remuneration for Directors is in accordance with the decision policy on the details of
remuneration, etc. for individual Directors, determined by the Company’s Board of Directors as stated in “4. (2)Amounts of remuneration, etc. for Directors and Supervisory Board Members for the fiscal year under review”
in the Business Report section (Japanese version only), and is considered to be appropriate.
The current number of Directors is twelve (12) (including four (4) Outside Directors). If Proposal 2 isapproved and adopted as proposed, the number of Directors will be fourteen (14) (including five (5) Outside
Directors).

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