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.
(Stock Exchange Code 2288)
5th June 2024
(Start date of the measures for electronic provision: 3rd June 2024)

To Shareholders with Voting Rights:
Yuji Sato
President and Representative Director
MARUDAI FOOD CO., LTD.
21-3 Midori-cho, Takatsuki-shi, Osaka, JapanNOTICE OF THE 76TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 76th Ordinary General Meeting of Shareholders of MARUDAI FOOD CO., LTD.
(the “Company”) will be held for the purposes as described below.
The Company has taken measures for electronic provision in convening this General Meeting of Shareholders
and posted matters subject to the measures for electronic provision on the website below on the Internet. Pleaseconfirm the details by accessing the website of the Company.
Website of the Company:
https://www.marudai.jp/corporate/ir/material/meeting.html (Japanese only)
In addition to the above, the matters subject to the measures for electronic provision are also posted on thewebsite of the Tokyo Stock Exchange (TSE). Please confirm the details by accessing the website of the TSE(Listed Company Search), entering the issue name (MARUDAI FOOD) or the Stock Exchange Code (2288) tosearch, and selecting “Basic information” and “Documents for public inspection/PR information” in that order.
Website of the TSE (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you do not attend the meeting in person, you may exercise your voting rights either via the Internet or inwriting. Please review the Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:30 p.m. on Wednesday, 26th June 2024, Japan standard time.
[Exercise of voting rights by electromagnetic means (via the Internet, etc.)]

Please access the website for the exercise of voting rights designated by the Company(https://www.web54.net) using the “Voting Rights Exercise Code” and the “Password” indicated on theenclosed Voting Rights Exercise Form, follow the on-screen instructions, and enter your vote for or against
each proposal.
[Exercise of voting rights by smartphone]

By scanning the “Login QR Code for Smartphone Voting Rights Exercise Website” shown on theenclosed Voting Rights Exercise Form, you can exercise your voting rights on the smartphone voting rights
exercise website, which does not require entering the “Voting Rights Exercise Code” or the “Password.”
If you wish to change the content of your vote after you have exercised your voting rights once, you need toscan the QR code again, then enter the “Voting Rights Exercise Code” and the “Password” indicated on theVoting Rights Exercise Form.
[Exercise of voting rights in writing (by submitting the enclosed Voting Rights Exercise Form)]

Please indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Form andreturn it to us by the deadline indicated above.
-1-1. Date and Time:Thursday, 27th June 2024 at 10:00 a.m., Japan standard time

2. Place:

Taiyo Pharmatech Hall, Takatsuki Arts Theatre South Building
6-8 Nomi-cho, Takatsuki-shi, Osaka, Japan*Please note that the meeting venue is different from that of last year’s meeting.
Please refer to the “Map of the place for the General Meeting of Shareholders”
attached at the end of the Japanese version of this document for confirmation ofthe location.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
76th Fiscal Year (1st April 2023 – 31st March 2024) and results of audits bythe Accounting Auditor and the Board of Statutory Auditors of theConsolidated Financial Statements
2. Nonconsolidated Financial Statements for the Company’s 76th Fiscal Year
(1st April 2023 – 31st March 2024)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendment to the Articles of Incorporation
Proposal 3:
Election of One (1) Statutory Auditor
Proposal 4:
Election of One (1) Substitute Statutory Auditor
If voting rights are exercised both in writing by submitting the Voting Rights Exercise Form andvia the Internet, etc. and the vote for the same proposal differs, the exercise of voting rights via theInternet, etc. shall be deemed valid.
In addition, if voting rights are exercised multiple times via the Internet, etc., or exercised in
duplicate via the computer and smartphone, the most recent exercise of voting rights shall bedeemed valid.

◎◎◎

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
Should the matters subject to the measures for electronic provision require revisions, therevisions will be posted on the websites listed.
Of the matters subject to the measures for electronic provision, the following matters are notincluded in the paper copy to be sent to the shareholders who have requested it in accordance withlaws and regulations and Article 15 of the Articles of Incorporation of the Company.
The System to Ensure the Appropriateness of Business Activities and the Outline of the•Operating Status of the System to Ensure the Appropriateness of Business Activities which
are part of the Business Report
The Consolidated Statements of Changes in Net Assets, the Notes to the Consolidated•Financial Statements, the Non-consolidated Statements of Changes in Net Assets and theNotes to the Non-consolidated Financial Statements which are part of the FinancialStatements, etc.
The said matters were audited by the Accounting Auditor and the Board of Statutory Auditors aspart of the Business Report and the Financial Statements, etc. in preparing their audit reports.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
1. Items related to appropriation of surplus
Regrettably, the Company recorded a net loss for the 76th fiscal year, resulting in a negative balance inretained earnings brought forward. Accordingly, in order to compensate for this loss and pay dividends toshareholders, the Company proposes a reversal of the general reserve.
(1) Item and amount of surplus to be decreased
General reserve: 10,050,000,000 yen(2) Item and amount of surplus to be increased
Retained earnings brought forward: 10,050,000,000 yen
2. Items related to year-end dividends
The Company views the return of profits to shareholders as a key management issue. The Company will
make it a basic policy to maintain stable dividends, while taking into consideration consolidated earnings
performance and financial conditions.
With respect to appropriation of surplus (year-end dividend) for the fiscal year ended 31st March 2024, inaccordance with the above-stated policy, it is proposed that a dividend of 20 yen per share be paid asbelow.
(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and the total amount
20 yen per share of common stock of the Company
Total amount: 497,097,920 yen(3) Effective date of distribution of surplus
28th June 2024

-3-

Proposal 2:

Partial Amendment to the Articles of Incorporation

1. Reasons for amendment
In order to respond to the future expansion and diversification of the scope of its business, the Company
proposes an amendment to the current Article 2 (Purpose) of the Company’s Articles of Incorporation toadd a new business purpose.
2. Details of the amendment
The details of the amendment are as follows:(Underlined parts indicate amendment.)
Current Articles of Incorporation
Proposed Amendment(Purpose)(Purpose)
Article 2 The purposes of the Company
shall be to engage in the following
businesses:
1.-20. (Omission of the provisions)
21. Trucking business;
22.-30. (Omission of the provisions)-4-Article 2 The purposes of the Companyshall be to engage in the following
businesses:
1.-20. (Unchanged)
21. Trucking business and freight forwarding
business;
22.-30. (Unchanged)

Proposal 3:

Election of One (1) Statutory Auditor

The term of office of Statutory Auditor Mr. Takashi Matsuzawa will expire at the conclusion of this year’s
Ordinary General Meeting of Shareholders. Accordingly, the election of one (1) Statutory Auditor is proposed.
The Board of Statutory Auditors has previously given its approval to this proposal.
The candidate for Statutory Auditor is as follows.
Name(Date of birth)

Toshiaki Azuma(22nd May 1964)

Career summary and positions

April 1987
July 2008
July 2009[New][Outside][Independent]
Attendance at meetings ofthe Board of Directors:- % (- out of meetings)
Attendance at meetings ofthe Board of Statutory
Auditors:- % (- out of meetings)

July 2010
July 2012
July 2015
April 2017
June 2017
April 2022

Joined The Norinchukin Bank
Deputy General Manager, JA Bank System
Guidance & Consultation Division
Deputy General Manager, Investment &Lending Planning Division
Seconded to National Federation of Fisheries Cooperative Associations
Sapporo Branch Manager
General Manager, JF Marine Bank Management
Division
Joined SEIBU HOLDINGS INC.
Seconded to SEIBU PROPERTIES INC.
Director, Senior Executive Officer, General
Manager, Accounting Department
Seconded to SEIBU REALTY SOLUTIONS
INC.
Director, Senior Executive Officer, General
Manager, Accounting Department, SEIBUREALTY SOLUTIONS INC.

Number ofshares of theCompany held

0

Significant concurrent
positions
Mr. Toshiaki Azuma has many years of experience at a financial institution andprofound insights into financial affairs, etc. The Company believes that he will fulfill
Reasons for nomination as a his duties as Outside Statutory Auditor by providing advice on the Company’s audit
candidate for Outsidesystems. For these reasons, the Company judges that he is indispensable for theStatutory Auditor
Company’s audit systems and has nominated him as a candidate for Outside Statutory
Auditor.
(Notes) 1. There are no special interests between the candidate and the Company.
2. Mr. Toshiaki Azuma is a candidate for Outside Statutory Auditor of the Company and satisfies the requirements for
Independent Directors as prescribed by Tokyo Stock Exchange, Inc. and “Independence Standards for Outside
Directors/Statutory Auditors” established by the Company. If the election of Mr. Toshiaki Azuma is approved and heassumes office, the Company will notify Tokyo Stock Exchange of his appointment as Independent Auditor. Mr.
Toshiaki Azuma was an executive of The Norinchukin Bank, a lender to the Company, but seven years have elapsed
since he left the said bank. Please refer to Page 7 for the Company’s “Independence Standards for Outside
Directors/Statutory Auditors.”
3. If the election of Mr. Toshiaki Azuma is approved and he assumes office as Outside Statutory Auditor, pursuant toArticle 427, Paragraph 1 of the Companies Act, the Company intends to enter into an agreement with Mr. ToshiakiAzuma to limit his liability under Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability
pursuant to the agreement shall be the amount stipulated by laws and regulations.
4. The Company has entered into a directors and officers (D&O) liability insurance agreement provided for in Article
430-3, Paragraph 1 of the Companies Act with an insurance company, with its Statutory Auditors as the insured.
The insurance covers the damages that may arise when the insured assumes liability for the execution of his or her
duties or receives a claim related to the pursuit of such liability. If this proposal is approved, Mr. Toshiaki Azuma
shall be insured under the insurance agreement, which is scheduled to be renewed during his term of office as
Statutory Auditor.

-5-

Proposal 4:

Election of One (1) Substitute Statutory Auditor

The term of the election of Mr. Kenji Tabuchi as Substitute Statutory Auditor will expire at the beginningof this year’s Ordinary General Meeting of Shareholders. In order to ensure that the number of incumbent
Outside Statutory Auditors does not fall short of that required by laws and regulations, the election of one (1)substitute Statutory Auditor is proposed.
The Board of Statutory Auditors has previously given its approval to this proposal.
The candidate for substitute Statutory Auditor is as follows.
Name(Date of birth)
Kenji Tabuchi(18th May 1959)[Outside][Independent]

Career summary
April 1990

April 1995
June 2001

Registered as attorney-at-law (Osaka BarAssociation)
Joined Tsukaguchi Law OfficeOpened Tabuchi Law OfficeOpened Tabuchi Nishino Law Office (to present)

Number ofshares of theCompany held0

Significant concurrent
positions

Attorney-at-law

Reasons for nomination
as a candidate for
substitute Outside
Statutory Auditor

Although Mr. Kenji Tabuchi has never been directly involved in corporate management,
the Company judges that he is capable of auditing the Directors’ performance of duties
from an objective and fair position based on his wealth of knowledge and experience as
an attorney-at-law. For these reasons, the Company has nominated him as a candidate for
substitute Outside Statutory Auditor.

(Notes) 1. There are no transaction relationship and special interests between the candidate and the Company.
2. Mr. Kenji Tabuchi is a candidate for substitute Outside Statutory Auditor.
3. If Mr. Kenji Tabuchi assumes office as an Outside Statutory Auditor, the Company will notify the Tokyo Stock
Exchange, Inc. of his appointment as an Independent Auditor. Please refer to Page 7 for the Company’s“Independence Standards for Outside Directors/Statutory Auditors.”
4. If Mr. Kenji Tabuchi assumes office as an Outside Statutory Auditor, pursuant to Article 427, Paragraph 1 of theCompanies Act, the Company intends to enter into an agreement with him to limit his liability under Article 423,
Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement shall be the amountstipulated by laws and regulations.
5. The Company has entered into a directors and officers (D&O) liability insurance agreement provided for in Article
430-3, Paragraph 1 of the Companies Act with an insurance company, with its Statutory Auditors as the insured.
The insurance covers the damages that may arise when the insured assumes liability for the execution of his or herduties or receives a claim related to the pursuit of such liability. If this proposal is approved, and Mr. Kenji Tabuchi
assumes office as an Outside Statutory Auditor, he shall be insured under the insurance agreement.

-6-(Reference)
Independence Standards for Outside Directors/Statutory Auditors
If any of the following attributes applies to an Outside Director/Statutory Auditor of the Company, theCompany judges that such Outside Director/Statutory Auditor is not fully independent from theCompany.
(1) An executive person*1 of the Company or consolidated subsidiaries of the Company (hereinafterreferred to as the “Marudai Food Group”)(2) A party to whom any of 1) to 9) below applied in the past three years
1) A party whose principal business partner is the Marudai Food Group*2 or its executive person
2) A principal business partner of the Marudai Food Group*3 or its executive person
3) A principal lender to the Marudai Food Group*4 or its executive person4) A major shareholder (directly or indirectly holding 10% or more of the total voting rights) of theCompany or its executive person5) A party of which the Company is a major shareholder (directly or indirectly holding 10% or moreof the total voting rights) or the executive person6) A party affiliated with an audit firm that is the accounting auditor of the Marudai Food Group7) A party who received remuneration exceeding 10 million yen a year excluding the Directors’ or
Auditors’ remuneration
8) A party who received donations exceeding a certain limit*5 from the Marudai Food Group or its
executive person
9) An executive person of an entity for which an executive person of the Marudai Food Group serves
as a Director/Statutory Auditor(3) The spouse or relative in the second degree of kinship of a party to whom (1) or (2) above applies andwho holds an important position*6(Notes)
1. An “executive person” means an executive director, an executive officer, a general manager, a party
in a similar position, and an employee of an organization such as a corporation.
2. A “party whose principal business partner is the Marudai Food Group” means a party who received
payment from the Company equal to 2% or more of the party’s consolidated annual sales in the mostrecent fiscal year.
3. A “principal business partner of the Marudai Food Group” means a party whose payment to theCompany was equal to 2% or more of the Company’s consolidated annual sales in the most recentfiscal year.
4. A “principal lender to the Marudai Food Group” is a lender from which the Marudai Food Groupborrows an amount equal to 2% or more of consolidated total assets.
5. “Donations exceeding a certain limit” means donations to an organization such as a corporation thatamount to 10 million yen a year or more or that are equal to 2% or more of net sales or total revenuesof such organization, whichever the larger.
6. A “party who holds an important position” means a director, an executive, an executive officer, or aparty who executes important business and holds the position of general manager or higher.

-7-