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 noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code 9351)
June 8, 2021
To Our Shareholders:
Masafumi Hara
Representative Director and President
TOYO WHARF & WAREHOUSE CO., LTD.
1-8-8 Harumi, Chuo-ku, TokyoNOTICE OF
THE 110TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 110th Annual General Meeting of Shareholders of TOYO WHARF &WAREHOUSE CO., LTD. (the “Company”), which will be held as indicated below.
If you do not attend the meeting on the day, you may exercise your voting rights in writing or via theinternet. Please review the attached Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by 5:00 p.m. on Thursday, June 24, 2021 (JST).
1. Date and Time:

Friday, June 25, 2021, at 10:00 a.m. (JST)

2. Venue:

Office Tower X rental conference room No. 2, 5th floor,
Harumi Triton Square Tower X
1-8-10 Harumi, Chuo-ku, Tokyo

3. Meeting Agenda:
Matters to be reported:
1.

The Business Report, Consolidated Financial Statements for theCompany’s 110th Fiscal Year (April 1, 2020 - March 31, 2021) andresults of audits by the Financial Auditor and the Audit & Supervisory
Board regarding the Consolidated Financial Statements2.

Non-consolidated Financial Statements for the Company’s 110th Fiscal
Year (April 1, 2020 - March 31, 2021)

Matters to be resolved:
Proposal No. 1:

Appropriation of Surplus

Proposal No. 2:

Amendment to the Articles of Incorporation

Proposal No. 3:

Election of Eight Directors Who Are Not Audit and Supervisory
Committee Members

Proposal No. 4:

Election of Three Directors Who Are Audit and Supervisory Committee
Members

Proposal No. 5:

Election of One Substitute Director Who Is an Audit and Supervisory
Committee Member

Proposal No. 6:

Determination of Remuneration Amount for Directors Who Are Not
Audit and Supervisory Committee Members

Proposal No. 7:

Determination of Remuneration Amount for Directors Who Are Audit
and Supervisory Committee Members-1-<Requests to Shareholders>•

In order to prevent the spread of the novel coronavirus disease (COVID-19), we ask our shareholders
to exercise their voting rights in writing or via the internet prior to the meeting if at all possible. If you
are attending the meeting in person, please consider taking precautions such as wearing a face mask.

•

Shareholders who are elderly, have preexisting medical conditions, are pregnant or feel unwell inparticular are strongly requested to exercise careful judgment when deciding whether to attend themeeting.

•

Staff members at the General Meeting of Shareholders will confirm their physical condition and wear
face masks when interacting with shareholders.

•

Please note that you will be asked to use alcohol disinfectant placed near the reception desk andcooperate with other measures to prevent infection. (Shareholders attending the meeting are requested
to bring and wear a face mask.) Thank you for your understanding in advance.

•

We may revise the measures outlined above depending on the situation regarding the spread of thevirus and announcements by the government or other institutions ahead of the General Meeting of
Shareholders. We would therefore ask that you check for information regarding this on the Company’s
website [https://www.toyofuto.co.jp] (in Japanese only).

○

When attending the meeting in person, please hand in the enclosed voting form at the reception desk at
the meeting venue.

○

Pursuant to the relevant laws and regulations and the provisions of Article 16 of the Company’s
Articles of Incorporation, the following items are posted on the Company’s website and are notattached to this notice.
(i) Notes to the Consolidated Financial Statements(ii) Notes to the Non-consolidated Financial Statements○

If you wish to have copies of the relevant documents that are posted on the website sent to you via
postal mail or fax, please contact our General Affairs Department (phone: +81-3-5560-2701).

○

If there are any amendments to the Reference Documents for the General Meeting of Shareholders,Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements, therevised version will be posted on our website.
The Company’s website:

https://www.toyofuto.co.jp (in Japanese only)-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Appropriation of Surplus

In accordance with the basic policy to maintain stable dividends, the Company proposes the appropriationof surplus as follows:
Year-end dividends(i)Type of dividend property
To be paid in cash.

(ii) Allotment of dividend property and its aggregate amountThe Company proposes to pay a dividend of ¥25 per common share of the Company.
In this event, the total dividends will be ¥192,999,300.
(iii) Effective date of dividends of surplus
June 28, 2021

-3-

Proposal No. 2:

Amendment to the Articles of Incorporation(1) Reason for the proposal
The Company regards strengthening and enhancing corporate governance as key management priorities
and has been continually promoting initiatives on this matter. Currently, to make clear separation
between supervision of management and business execution, and to shift the main role of the Board of
Directors to supervision of management, as well as aiming for further improvement in corporate
governance by Audit and Supervisory Committee Members, who already have audit rights and rights tostate opinions, holding voting rights at the Board of Directors meetings, and for speedy decision-making
by delegating decisions on important business executions to Directors, the Company will make thetransition from a company with audit & supervisory board to a company with audit and supervisorycommittee.
(i)

In order to make the transition to a company with audit and supervisory committee, provisions
related to Audit & Supervisory Board Members and the Audit & Supervisory Board shall bedeleted, while provisions related to Audit and Supervisory Committee Members and the Audit andSupervisory Committee shall be newly established and necessary changes on related articles andparagraphs shall be made as well.

(ii) Along with the transition to a company with audit and supervisory committee, the Company shallestablish new provisions to the effect that by resolutions of the Board of Directors, all or part ofthe decisions on important business executions shall be delegated to Director(s).
(iii) In line with the above, amendment shall be made to other related provisions, including
modification and deletions of words and phrases, new establishment of articles and paragraphs,
and changes to numbering.
(iv) The amendment to the Articles of Incorporation under this proposal will take effect at theconclusion of this meeting.
(2) Details of the amendment
The details of the amendment are as follows:(Underlined sections indicate amendments)
Current Articles of Incorporation

Proposed Amendments

Chapter I
General Provisions
Article 1. (Trade Name)
The name of the Company shall be “Toyo Futo Kabushiki
Kaisha.”Chapter I
General Provisions
Article 1. (Trade Name)
The name of the Company shall be “Toyo Futo Kabushiki
Kaisha” and in English it shall be “TOYO WHARF &WAREHOUSE CO., LTD.”
Articles 2. – 3.
(Text omitted)
Articles 2. – 3.
(Unchanged)
Article 4. (Organs)
Article 4. (Organs)
The Company shall have, in addition to the general meeting The Company shall have, in addition to the general meetingof shareholders and Directors, the following organs:of shareholders and Directors, the following organs:
1. Board of Directors
1. Board of Directors
2. Audit & Supervisory Board Members(Deleted)
3. Audit & Supervisory Board
2. Audit and Supervisory Committee
4. Financial Auditor
3. Financial Auditor
Article 5.
(Text omitted)
Article 5.
(Unchanged)

Articles 6. – 12.

Chapter II
Shares(Text omitted)

Chapter III
General Meeting of Shareholders
Articles 13. – 16.
(Text omitted)

Articles 6. – 12.

Chapter II
Shares(Unchanged)

Chapter III
General Meeting of Shareholders
Articles 13. – 16.
(Unchanged)-4-Current Articles of Incorporation

Proposed Amendments

Article 17. (Method for Making Resolutions)
Article 17. (Method for Making Resolutions)(1)(Text omitted)(1)(Unchanged)(2) Notwithstanding the provisions of the preceding(2) Notwithstanding the provisions of the preceding
paragraph, a special resolution of a general meeting ofparagraph, a special resolution of a general meeting ofshareholders as prescribed in Article 309, paragraphshareholders as prescribed in Article 309, paragraph(2) of the Companies Act shall be made by at least(2) of the Companies Act shall be made by at least
two-thirds of the votes of the shareholders present at
two-thirds of the votes of the shareholders present at
the meeting where the shareholders holding at least
the meeting where the shareholders holding at least
one-third of the voting rights of the shareholders
one-third of the voting rights of the shareholders
entitled to exercise their votes at such meetings areentitled to exercise their votes at such meetings arepresent.
present.
(Change in Japanese only; English unchanged)
Article 18.
(Text omitted)
Article 18.
(Unchanged)
Chapter IV
Directors and Board of Directors
Article 19. (Fixed Number)
The Company shall have not more than ten Directors.

(Newly established)
Article 20. (Election)(Newly established)(1)(Text omitted)(2)(Text omitted)
Article 21. (Term of Office)The term of office of a Director shall expire at theconclusion of the annual general meeting of shareholders
for the last business year out of the business years
terminating within one year after the election of the
Director.
(Newly established)(Newly established)(Newly established)

Chapter IV
Directors, Board of Directors and Audit and Supervisory
Committee
Article 19. (Fixed Number)(1) The Company shall have not more than ten Directors
who are not Audit and Supervisory Committee
Members.
(2) The Company shall have not more than four Directors
who are Audit and Supervisory Committee Members.
Article 20. (Election)(1) Directors shall be elected at a general meeting ofshareholders with a distinction made between
Directors who are Audit and Supervisory Committee
Members and other Directors.
(2)(Unchanged)(3)(Unchanged)
Article 21. (Term of Office)(1) The term of office of a Director who is not an Audit
and Supervisory Committee Member shall expire at
the conclusion of the annual general meeting ofshareholders for the last business year out of thebusiness years terminating within one year after theelection of the Director.
(2) The term of office of a Director who is an Audit andSupervisory Committee Member shall expire at theconclusion of the annual general meeting ofshareholders for the last business year out of thebusiness years terminating within two years after theelection of the Director.
(3) The term of office of a Director who is an Audit andSupervisory Committee Member who is elected as thesubstitute for a Director who is an Audit andSupervisory Committee Member who retired fromoffice before the expiration of the term of office shallcontinue until the time the term of office of the
Director who is an Audit and Supervisory Committee
Member who retired from office is to expire.
(4) A resolution on the election of a substitute Director
who is an Audit and Supervisory Committee Member
in accordance with Article 329, paragraph (3) of theCompanies Act shall be effective until thecommencement of the annual general meeting ofshareholders for the last business year out of thebusiness years terminating within two years after theelection of the substitute Director who is an Audit andSupervisory Committee Member, unless shortened bysuch resolution.

-5-

Current Articles of Incorporation

Proposed Amendments

Article 22. (Representative Directors)
The Board of Directors shall appoint one Director andPresident as a Representative Director. The Board of
Directors may also appoint an additional small number ofRepresentative Directors when necessary.

Article 22. (Representative Directors)
The Board of Directors shall appoint one Director andPresident as a Representative Director from among
Directors who are not Audit and Supervisory Committee
Members. The Board of Directors may also appoint anadditional small number of Representative Directors fromamong the Directors who are not Audit and Supervisory
Committee Members when necessary.
Article 23. (Directors With Special Titles)
Article 23. (Directors With Special Titles)
The Board of Directors may appoint one Director and
The Board of Directors may appoint one Director andChairman, and one or a small number of Director and Vice
Chairman, and one or a small number of Director and Vice
Presidents, one or a small number of Senior Managing
Presidents, one or a small number of Senior Managing
Directors, and one or a small number of Managing
Directors, and one or a small number of Managing
Directors.
Directors, from among Directors who are not Audit andSupervisory Committee Members.
(Newly established)
Article 24. (Directors who are full-time Audit andSupervisory Committee Members)
The Audit and Supervisory Committee may appoint
Director(s) who is/are full-time Audit and Supervisory
Committee Member(s) by its resolution.
Article 25. (Convocation of Meeting of the Board of
Article 24. (Convocation of Meeting of the Board of
Directors)
Directors)(1)(Text omitted)(1)(Unchanged)(2) When convening a meeting of the Board of Directors,(2) When convening a meeting of the Board of Directors,
a notice shall be dispatched to each Director and eacha notice shall be dispatched to each Director at least
Audit & Supervisory Board Member at least five days
five days before the day of the meeting; provided,
before the day of the meeting; provided, however, that
however, that this period may be reduced in case ofthis period may be reduced in case of urgent needs.
urgent needs.
(Newly established)
Article 26. (Convocation of Meeting of the Audit andSupervisory Committee)
When convening a meeting of the Audit and Supervisory
Committee, a notice shall be dispatched to each Director
who is an Audit and Supervisory Committee Member at
least five days before the day of the meeting; provided,
however, that this period may be reduced in case of urgent
needs.
Article 25. (Chairperson of the Board of Directors)
Article 27. (Chairperson of the Board of Directors)(Text omitted)(Unchanged)
Article 26. (Written Resolutions of the Board of Directors)
Article 28. (Written Resolutions of the Board of Directors)
In the case where a Director makes a proposal regarding an In the case where a Director makes a proposal regarding an
item to be resolved by the Board of Directors, theitem to be resolved by the Board of Directors, theCompany may, if all the Directors have expressed theirCompany may, if all the Directors have expressed theirconsent in writing or by electromagnetic records and Audit
consent in writing or by electromagnetic records, deem that& Supervisory Board Members have not stated any
the proposal has been adopted by a resolution of the Board
objections with respect to such proposal, deem that theof Directors.
proposal has been adopted by a resolution of the Board of
Directors.
Article 27. (Consultant and Advisor)
Article 29. (Consultant and Advisor)(Text omitted)(Unchanged)(Newly established)
Article 30. (Delegation to a Director)
Pursuant to the provisions of Article 399-13, paragraph (6)of the Companies Act, the Company may, by resolution of
the Board of Directors, delegate the decisions on executionof important operations (excluding the matters stipulated ineach item of Article 399-13, paragraph (5) of the said Act)
to Directors.
Article 28. (Regulations of the Board of Directors)
Article 31. (Regulations of the Board of Directors)(Text omitted)(Unchanged)-6-Current Articles of Incorporation

Proposed Amendments(Newly established)

Article 32. (Regulations of the Audit and Supervisory
Committee)
Matters concerning the Audit and Supervisory Committee
shall be governed by Regulations of the Audit andSupervisory Committee established by the Audit andSupervisory Committee, in addition to rules establishedseparately by laws and regulations and these Articles ofIncorporation.
(Newly established)
Article 33. (Remuneration, Etc.)
Remuneration, bonuses and other economic benefits givenby the Company in consideration for the execution ofduties to Directors shall be determined by resolution of ageneral meeting of shareholders with a distinction madebetween Directors who are Audit and Supervisory
Committee Members and other Directors.
Article 29. (Exemption of Outside Directors From Liability) Article 34. (Exemption of Outside Directors From Liability)(Text omitted)(Unchanged)
Chapter V
Audit & Supervisory Board Members and Audit &Supervisory Board
Article 30. (Fixed Number)
The Company shall have not more than four Audit &Supervisory Board Members.
Article 31. (Election)
Resolutions on the election of an Audit & Supervisory
Board Member shall be made by a majority of the votes ofthe shareholders present at the meeting where theshareholders holding at least one-third of the voting rightsof the shareholders entitled to exercise their votes at suchmeetings are present.
Article 32. (Term of Office)(1) The term of office of an Audit & Supervisory Board
Member shall expire at the conclusion of the annual
general meeting of shareholders for the last businessyear out of the business years terminating within four
years after the election of the Audit & Supervisory
Board Member.
(2) The term of office of an Audit & Supervisory Board
Member who is elected as the substitute for an Audit& Supervisory Board Member who retired from office
before the expiration of the term of office shallcontinue until the time the term of office of the Audit& Supervisory Board Member who retired from office
is to expire.
Article 33. (Full-Time Audit & Supervisory Board
Members)
The Audit & Supervisory Board shall appoint full-time
Audit & Supervisory Board Member(s) by its resolution.
Article 34. (Convocation of Meeting of the Audit &Supervisory Board)
When convening a meeting of the Audit & Supervisory
Board, a notice shall be dispatched to each Audit &Supervisory Board Member at least five days before theday of the meeting; provided, however, that this period may
be reduced in case of urgent needs.

-7-(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation

Proposed Amendments

Article 35. (Regulations of the Audit & Supervisory Board)
Matters concerning the Audit & Supervisory Board shall begoverned by the Regulations of the Audit & Supervisory
Board established by the Audit & Supervisory Board, in
addition to rules established separately by laws andregulations and these Articles of Incorporation.
Article 36. (Exemption of Outside Audit & Supervisory
Board Members From Liability)
Pursuant to the provisions of Article 427, paragraph (1) of
the Companies Act, the Company may enter into anagreement with an outside Audit & Supervisory Board
Member limiting his/her liability for damages arising fromneglecting his/her duties; provided, however, that the
maximum liability for damages under the said agreement
shall be an amount as prescribed by laws and regulations.

(Deleted)

Chapter VI
Accounts
Article 37. (Business Year)(Text omitted)
Article 38. (Dividends of Surplus)(Text omitted)
Article 39. (Interim Dividends)(Text omitted)
Article 40. (Prescription for Payment of Dividends)(Text omitted)(Newly established)(Newly established)(Deleted)

Chapter V
Accounts
Article 35. (Business Year)(Unchanged)
Article 36. (Dividends of Surplus)(Unchanged)
Article 37. (Interim Dividends)(Unchanged)
Article 38. (Prescription for Payment of Dividends)(Unchanged)
Supplementary Provisions(Provisional Measures Related to Exemption of Outside
Audit & Supervisory Board Members From Liability)
Agreements to limit liability for damages as provided for in
Article 423, paragraph (1) of the Companies Act in relation
to the actions of outside Audit & Supervisory Board
Members (including former outside Audit & Supervisory
Board Members) prior to the conclusion of the 110th
Annual General Meeting of Shareholders shall comply withthe provisions of Article 36 of the Articles of Incorporation
before amendment by the resolution at the 110th Annual
General Meeting of Shareholders.

-8-Proposal No. 3:

Election of Eight Directors Who Are Not Audit and Supervisory Committee Members

Subject to the approval and adoption of Proposal No. 2 “Amendment to the Articles of Incorporation,” theCompany will make the transition to a company with audit and supervisory committee. At the conclusion ofthis Annual General Meeting of Shareholders, the terms of office of all eight Directors will expire.
Therefore, the Company proposes the election of eight Directors who are not Audit and Supervisory
Committee Members.
This proposal shall take effect when Proposal No. 2 “Amendment to the Articles of Incorporation” takes
effect.
Candidates for the role of Director who is not an Audit and Supervisory Committee Member are as follows:No.
1

Current position and responsibilities in the Attendance at Board
Companyof Directors meetings

Name
Masafumi Hara

Reelection

Representative Director and President

14/14(100%)

14/14(100%)

2

Takuro Hagiwara

Reelection

Director, Managing Executive Officer,
General Manager of Safety & Quality
Control Dept., and Responsible for General
Affairs Dept., Accounting Dept.,
Information System Dept. and Operations
Audit Dept.

3

Shuichi Nishi

Reelection

Director, Managing Executive Officer,
General Manager of Kawasaki Branch, andGeneral Manager of Port Transport Dept.

14/14(100%)

4

Tetsuo Yamaguchi

Reelection

Director, Managing Executive Officer,
General Manager of Osaka Branch, andSupervisor of Kyushu Area

14/14
(100%)

Reelection

Director, Executive Officer,
General Manager of Higashi-Ogishima
Branch and Supervisor of Warehouses andTransport

14/14(100%)

Reelection

Director, Executive Officer,
General Manager of Operations Dept., andResponsible for Fruit & Vegetable Sales
Dept., Corporate Planning Dept. andInternational Sales Dept.

14/14(100%)

Director

14/14(100%)

Director

14/14(100%)

5

Kouji Suzuki

6

Shinji Mikami

7

Hisayoshi Hori

8

Akio Tanaka

Reelection
OutsideReelection
Outside

-9-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1985
June 2009

Masafumi Hara
(November 12, 1959)
Reelection

1

June 2010

Apr. 2013

Attendance at Boardof Directors
meetings:
Apr. 2014
14/14(100%)

Joined the Company
Executive Officer and General Manager of Corporate
Planning Dept.
Director, Executive Officer, General Manager ofOperations Dept., and in Charge of Sales Dept. andCorporate Planning Dept.
Director, Managing Executive Officer, General
Manager of Operations Dept., General Manager ofPort Transport Dept., and in Charge of Sales Dept.,
Fruit & Vegetable Sales Dept. and International Sales
Dept.
Representative Director and President (current
position)

Number of theCompany’s
shares owned

16,900shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Masafumi Hara, who currently serves as Representative Director and President, has abundant experience,achievements and insight as a corporate manager. Therefore, the Company nominates him as a candidate for therole of Director who is not an Audit and Supervisory Committee Member.
Apr. 1982
June 2009
June 2010
Takuro Hagiwara(September 15,1959)
Reelection

2

Apr. 2014

Attendance at Board Apr. 2015of Directors
meetings:
Apr. 2020
14/14(100%)

Joined the Company
Executive Officer and General Manager of Accounting
Dept.
Director, Executive Officer, General Manager of
Accounting Dept., and in Charge of Information
System Dept. and Facility Maintenance Dept.
Director, Executive Officer, General Manager of
Accounting Dept., and in Charge of Information
System Dept.
Director, Managing Executive Officer and General
Manager of Accounting Dept.
Director, Managing Executive Officer, General
Manager of Safety & Quality Control Dept., andResponsible for General Affairs Dept., Accounting
Dept., Information System Dept. and Operations Audit
Dept. (current position)

5,100
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Takuro Hagiwara has abundant experience, achievements and insight in corporate management through his many
years of business execution in administrative divisions. Therefore, the Company nominates him as a candidate forthe role of Director who is not an Audit and Supervisory Committee Member.

- 10 -

No.

Name(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Nov. 1986
June 2010
Apr. 20143

Shuichi Nishi(January 16, 1961)

June 2014

Reelection

Apr. 2016

Attendance at Boardof Directors
Apr. 2017
meetings:
14/14(100%)

Joined the Company
Executive Officer and General Manager of Shibushi
BranchExecutive Officer and General Manager of Kawasaki
BranchDirector, Executive Officer and General Manager ofKawasaki Branch
Director, Executive Officer, General Manager ofKawasaki Branch, and Responsible for and in Chargeof Port Transport Dept.
Director, Managing Executive Officer, General
Manager of Kawasaki Branch, and General Manager
of Port Transport Dept. (current position)

Number of theCompany’s
shares owned

4,100
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Shuichi Nishi has abundant experience, achievements and insight in the business operations of the Company and in
the logistics industry having served as General Manager of Shibushi Branch and General Manager of Kawasaki
Branch. Therefore, the Company nominates him as a candidate for the role of Director who is not an Audit andSupervisory Committee Member.

- 11 -

No.

Name(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1981
June 20104

Tetsuo Yamaguchi(July 20, 1957)

Apr. 2013

Reelection

June 2014

Attendance at Board Sept. 2016of Directors
meetings:
Apr. 201914/14(100%)
Apr. 2020

Joined the Company
Executive Officer and General Manager of Hakata
BranchExecutive Officer and General Manager of Osaka
BranchDirector, Executive Officer, and General Manager of
Osaka Branch
Director, Executive Officer, General Manager of
Osaka Branch, and Supervisor of Kyushu Area
Director, Executive Officer, and General Manager of
Osaka Branch
Director, Managing Executive Officer, General
Manager of Osaka Branch, and Supervisor of Kyushu
Area (current position)

Number of theCompany’s
shares owned

3,900
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Tetsuo Yamaguchi has abundant experience, achievements and insight in the business operations of the Company
and in the logistics industry having served as General Manager of Hakata Branch and General Manager of Osaka
Branch. Therefore, the Company nominates him as a candidate for the role of Director who is not an Audit andSupervisory Committee Member.
Apr. 1982
Apr. 2013
Kouji Suzuki(January 23, 1960)
Reelection

5

Apr. 2015

June 2016

Attendance at Boardof Directors
Apr. 2018
meetings:
14/14(100%)
Apr. 2019

Joined the Company
Executive Officer and General Manager of Hakata
BranchExecutive Officer, General Manager of HigashiOgishima Branch, and Supervisor of Warehouses andTransport in Keihin Area
Director, Executive Officer, General Manager ofHigashi-Ogishima Branch, and Supervisor of
Warehouses and Transport in Keihin Area
Director, Executive Officer, General Manager ofHigashi-Ogishima Branch, Supervisor of Warehouses
and Transport and Responsible for Kashima Branch
Director, Executive Officer, General Manager ofHigashi-Ogishima Branch, and Supervisor of
Warehouses and Transport (current position)

3,800
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Kouji Suzuki has abundant experience, achievements and insight in the business operations of the Company and in
the logistics industry having served as General Manager of Hakata Branch and General Manager of HigashiOgishima Branch. Therefore, the Company nominates him as a candidate for the role of Director who is not an
Audit and Supervisory Committee Member.

- 12 -

No.

Name(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1987
Apr. 2014

Shinji Mikami(March 21, 1965)

Jan. 2015

Reelection

6

Apr. 2016
Attendance at Boardof Directors
meetings:
June 201714/14(100%)
Apr. 2018

Joined the Company
Executive Officer, General Manager of Fruit &Vegetable Sales Dept., and General Manager of Fruit& Vegetable Dept. of Kawasaki Branch
Executive Officer, General Manager of Fruit &Vegetable Sales Dept., General Manager of Fruit &Vegetable Dept. of Kawasaki Branch, and General
Manager of Oi Office
Executive Officer, General Manager of Fruit &Vegetable Sales Dept., and General Manager of Fruit& Vegetable Dept. of Kawasaki Branch
Director, Executive Officer, General Manager of Fruit& Vegetable Sales Dept., and General Manager ofFruit & Vegetable Dept. of Kawasaki Branch
Director, Executive Officer, General Manager ofOperations Dept., and Responsible for Fruit &Vegetable Sales Dept., Corporate Planning Dept. andInternational Sales Dept. (current position)

Number of theCompany’s
shares owned

3,100
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Shinji Mikami has abundant experience, achievements and insight in the business operations of the Company andin the logistics industry through his many years of business execution in sales divisions. Therefore, the Company
nominates him as a candidate for the role of Director who is not an Audit and Supervisory Committee Member.
Apr. 1969
Hisayoshi Hori
(July 10, 1946)
Reelection
Outside7

Nov. 1992
Nov. 1997
Aug. 1998

Attendance at Board
June 2015of Directors
meetings:
14/14(100%)

Joined TOKO ENGINEERING CONSULTANTS
CO., LTD.
Director, Deputy General Manager of Business Dept.
of the Head Office
Managing Director, General Manager of Business
Dept. of the Head Office
Representative Director and President (current
position)
Director of the Company (current position)

0 shares[Reasons for nomination as candidate for the role of outside Director who is not an Audit and Supervisory
Committee Member and overview for expected role as an outside Director]
Hisayoshi Hori is a Representative Director and President of TOKO ENGINEERING CONSULTANTS CO., LTD.,a shareholder of the Company, and deeply understands the business environment surrounding the Company. In lightof his abundant experience, achievements and insight as a corporate manager, the Company nominates him as a
candidate for the role of outside Director who is not an Audit and Supervisory Committee Member in the
expectation that he will supervise the Company’s management.

- 13 -

No.

Name(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1979
Apr. 2008
Apr. 2010

Akio Tanaka(July 14, 1956)

Apr. 2012

Reelection
OutsideApr. 2013

Attendance at Board
Apr. 2015of Directors
meetings:
Apr. 2018
14/14(100%)
June 2019
June 20198

Apr. 2021

Joined The Dai-ichi Mutual Life Insurance Company
Executive Officer, Chief General Manager of Western
Market, and General Manager of Kyushu Sales Bureau
Executive Officer, Chief General Manager of Western
Market, and General Manager of Kyushu Sales Bureauof The Dai-ichi Life Insurance Company, Limited
Managing Executive Officer, Chief General Manager
of Western Market, and General Manager of WestJapan Sales Bureau
Managing Executive Officer and General Manager ofNagoya Operations Bureau
Managing Executive Officer and General Manager of
Chubu Operations Bureau
Representative Director and President of NIHONBUSSAN Corporation
Director of the Company (current position)
Outside Director of Daiwa Motor Transportation Co.,
Ltd. (current position)
Director and Chairman of NIHON BUSSAN
Corporation (current position)

Number of theCompany’s
shares owned

0 shares[Reasons for nomination as candidate for the role of outside Director who is not an Audit and Supervisory
Committee Member and overview for expected role as an outside Director]
Akio Tanaka has experience serving as Managing Executive Officer of The Dai-ichi Life Insurance Company,
Limited, a shareholder of the Company, and as Representative Director and President at NIHON BUSSAN
Corporation. In light of his abundant experience, achievements and insight as a corporate manager, the Company
nominates him as a candidate for the role of outside Director who is not an Audit and Supervisory Committee
Member in the expectation that he will supervise the Company’s management.
Notes:
1.

There is no special interest between any of the candidates and the Company.

2.

Each of the candidates is decided by the Board of Directors, based on the report by the Nomination and Remuneration
Advisory Committee, which consists of a majority of outside independent Directors.

3.

Hisayoshi Hori and Akio Tanaka are candidates for the role of outside Director who is not an Audit and Supervisory
Committee Member.

4.

Hisayoshi Hori is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure will
have been six years.

5.

Akio Tanaka is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure will havebeen two years.

6.

The Company has entered into agreements to limit the liability for damages with Hisayoshi Hori and Akio Tanaka,
pursuant to the provisions of Article 427, paragraph (1) of the Companies Act. If the reelection of Hisayoshi Hori andAkio Tanaka is approved, the Company plans to renew the aforementioned agreements with them. The outline of theagreement is as follows:•

If an outside Director is liable for any damages arising from their negligence to the Company, that liability shall belimited to the minimum liability amount stipulated by laws and regulations.

•

The above limitation of liability shall be applied only when the relevant outside Director acted in good faith andwithout gross negligence in performing the duties giving rise to liabilities.

7.

The Company has submitted notification to Tokyo Stock Exchange, Inc. that Hisayoshi Hori and Akio Tanaka have been
designated as outside independent officers as provided for by the aforementioned exchange.

8.

The Company plans to enter into indemnity agreements, pursuant to the provisions of Article 430-2, paragraph (1) of theCompanies Act, with candidates for the role of Director who is not an Audit and Supervisory Committee Member. Under
said indemnity agreements, expenses as provided for by item (1) of paragraph (1) of the same article and losses asprovided for by item (2) of the same paragraph shall be indemnified by the Company within the scope provided for bylaws and regulations.

- 14 -

9.

The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The insurance policy covers the legally mandated
amount of indemnification and litigation expenses that are assumed by insureds. The insureds of the insurance policy are
Masafumi Hara, Takuro Hagiwara, Shuichi Nishi, Tetsuo Yamaguchi, Kouji Suzuki, and Shinji Mikami. They willremain insured after their reelection. For all of the insureds, the Company bears the insurance premium, except for somespecial clauses. The Company plans to bear the full amount of the insurance premium, including that for the special
clauses, after their reelection. In addition, the Company plans to renew the insurance policy during their terms of office.

10. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3 of theCompanies Act with an insurance company. The insurance policy covers the legally mandated amount of
indemnification and litigation expenses that are assumed by insureds. If Hisayoshi Hori and Akio Tanaka are elected,
they will be included in the insureds under the insurance policy. For all of the insured, the Company bears the insurance
premium, except for some special clauses. The Company plans to bear the full amount of the insurance premium,including that for the special clauses, after their reelection.

- 15 -

Proposal No. 4:

Election of Three Directors Who Are Audit and Supervisory Committee Members

Subject to the approval and adoption of Proposal No. 2 “Amendment to the Articles of Incorporation,” theCompany will make the transition to a company with audit and supervisory committee. Therefore, theCompany proposes the election of three Directors who are Audit and Supervisory Committee Members.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
This proposal shall take effect when Proposal No. 2 “Amendment to the Articles of Incorporation” takes
effect.
Candidates for the role of Director who is an Audit and Supervisory Committee Member are as follows:
No.

Name

Current position andresponsibilities in the
Company

Attendance atBoard ofDirectors
meetings

Attendance at
Audit &
Supervisory
Board meetings

Full-time Audit &Supervisory Board Member

14/14(100%)

10/10(100%)

1

Yuji Takasawa

New election

2

Yasunori Yoshino

New election Audit & Supervisory
Board Member
Outside

14/14(100%)

10/10(100%)

3

Hiroki Yamamoto

New election Audit & Supervisory
Board Member
Outside

14/14(100%)

10/10(100%)- 16 -

No.

Name(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company

Apr. 1972
June 1999
Yuji Takasawa(December 13, 1948) June 2002
June 2005
New election
June 2006
Attendance at Boardof Directors
June 2008
meetings:
14/14
June 2010(100%)
1

Attendance at Audit Apr. 2015
& Supervisory Board June 2015
meetings:
10/10(100%)

Joined the Company
General Manager of Osaka Branch
Director and General Manager of Osaka Branch
Director, Executive Officer, and General Manager of
Osaka Branch
Director, Managing Executive Officer, and General
Manager of Osaka BranchManaging Executive Officer and General Manager ofTokyo BranchManaging Executive Officer and General Manager ofKashima Branch
AdvisorFull-time Audit & Supervisory Board Member (current
position)

Number of theCompany’s
shares owned

8,800
shares[Reasons for nomination as candidate for the role of Director who is an Audit and Supervisory Committee Member]
Yuji Takasawa has abundant experience, knowledge and insight in the business operations of the Company and in
the logistics industry having served as General Manager of Osaka Branch, General Manager of Tokyo Branch andGeneral Manager of Kashima Branch, and he performs the duties appropriately as the Company’s full-time Audit &Supervisory Board Member. Therefore, the Company nominates him as a candidate for the role of Director who is
an Audit and Supervisory Committee Member.
Oct. 1985
Yasunori Yoshino(August 18, 1953)
New election
OutsideMay 2000
May 2006

June 2014
Attendance at Board June 2015of Directors
meetings:
14/14(100%)
2

Joined Showa Ota & Co. (currently Ernst & Young
ShinNihon LLC)
Partner of Century Ota Showa & Co. (currently Ernst& Young ShinNihon LLC)
Senior Partner of Shin Nihon & Co. (currently Ernst &Young ShinNihon LLC)
Retired from Shin Nihon & Co.
Outside Audit & Supervisory Board Member of
FALTEC Co., Ltd. (current position)
Audit & Supervisory Board Member of the Company(current position)

0 shares

Attendance at Audit& Supervisory Board
meetings:
10/10(100%)[Reasons for nomination as candidate for the role of outside Director who is an Audit and Supervisory Committee
Member and overview for expected role as an outside Director]
Although Yasunori Yoshino has not been directly involved in company management, he has a qualification ofcertified public accountant, is well versed in corporate financial and legal affairs and has sufficient insight into thegovernance of corporate management. Therefore, the Company nominates him as a candidate for the role of outside
Director who is an Audit and Supervisory Committee Member in the expectation that he will supervise and audit
the Company’s management.

- 17 -

No.

Name(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1998

Hiroki Yamamoto(March 12, 1968)
New election
OutsideApr. 2009
Feb. 2012

Attendance at Board Feb. 2014of Directors
June 2019
meetings:
14/14(100%)
3

Registered as an attorney-at-law
Joined Hara & Takeshita Law Firm (currently Hara
Godo Law Firm)
Joined Hara Godo Law Firm as a Partner (current
position)
Outside Audit & Supervisory Board Member of
UNION TOOL CO.
Outside Director (current position)
Audit & Supervisory Board Member of the Company(current position)

Number of theCompany’s
shares owned

0 shares

Attendance at Audit& Supervisory Board
meetings:
10/10(100%)[Reasons for nomination as candidate for the role of outside Director who is an Audit and Supervisory Committee
Member and overview for expected role as an outside Director]
Hiroki Yamamoto is well versed in corporate legal affairs as an attorney-at-law and has sufficient insight into thegovernance of corporate management. Therefore, the Company nominates him as a candidate for the role of outside
Director who is an Audit and Supervisory Committee Member in the expectation that he will supervise and audit
the Company’s management.
Notes:
1.

There is no special interest between any of the candidates and the Company.

2.

Yasunori Yoshino and Hiroki Yamamoto are candidates for the role of outside Director who is an Audit and Supervisory
Committee Member.

3.

Yasunori Yoshino is currently an outside Audit & Supervisory Board Member of the Company, and at the conclusion ofthis meeting, his tenure will have been six years.

4.

Hiroki Yamamoto is currently an outside Audit & Supervisory Board Member of the Company, and at the conclusion ofthis meeting, his tenure will have been two years.

5.

The Company will enter into agreements to limit the liability for damages with Yasunori Yoshino and Hiroki Yamamoto
after their election, pursuant to the provisions of Article 427, paragraph (1) of the Companies Act. The outline of theagreement is as follows•

If an outside Director is liable for any damages arising from their negligence to the Company, that liability shall belimited to the minimum liability amount stipulated by laws and regulations.

•

The above limitation of liability shall be applied only when the relevant outside Director acted in good faith andwithout gross negligence in performing the duties giving rise to liabilities.

6.

Yasunori Yoshino and Hiroki Yamamoto satisfy the requirements for an independent officer as provided for by Tokyo
Stock Exchange, Inc., and the Company plans to submit notification concerning their designation as an independent
officer.

7.

The Company plans to enter into indemnity agreements, pursuant to the provisions of Article 430-2, paragraph (1) of theCompanies Act, with candidates for the role of Director who is an Audit and Supervisory Committee Member. Under
said indemnity agreements, expenses as provided for by item (1) of paragraph (1) of the same article and losses asprovided for by item (2) of the same paragraph shall be indemnified by the Company within the scope provided for bylaws and regulations.

8.

The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3 of theCompanies Act with an insurance company. The insurance policy covers the legally mandated amount of
indemnification and litigation expenses that are assumed by insureds. The insured of the insurance policy is Yuji
Takasawa. He will remain insured after his election. For the insured, the Company bears the insurance premium, except
for some special clauses. The Company plans to bear the full amount of the insurance premium, including that for the
special clauses, after his election. In addition, the Company plans to renew the insurance policy during his term of office.

- 18 -

9.

The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3 of theCompanies Act with an insurance company. The insurance policy covers the legally mandated amount of
indemnification and litigation expenses that are assumed by insureds. If Yasunori Yoshino and Hiroki Yamamoto areelected, they will be included in the insureds under the insurance policy. For all of the insured, the Company bears theinsurance premium, except for some special clauses. The Company plans to bear the full amount of the insurance
premium, including that for the special clauses, after their election.

- 19 -

Proposal No. 5:

Election of One Substitute Director Who Is an Audit and Supervisory Committee
MemberSubject to the approval and adoption of Proposal No. 2 “Amendment to the Articles of Incorporation,” theCompany will make the transition to a company with audit and supervisory committee.
Accordingly, the Company requests the election of one substitute Director who is an Audit and Supervisory
Committee Member to prepare for a situation where the number of Directors who are Audit andSupervisory Committee Members falls below the statutory minimum number.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
This proposal shall take effect when Proposal No. 2 “Amendment to the Articles of Incorporation” takes
effect.
The candidate for the role of the substitute Director who is an Audit and Supervisory Committee Member is
as follows:
Name(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
July 1971

Masami Takeshita(December 17, 1946)

Apr. 2009

Registered as an attorney-at-law
Joined Hara Hideo Law Firm (currently Hara Godo
Law Firm)
Representative of Hara Godo Law Firm (current
position)

Number of theCompany’s
shares owned

0 shares[Reasons for nomination as candidate for the role of substitute outside Director who is an Audit and Supervisory Committee
Member and overview for expected role as an outside Director]
Although Masami Takeshita has not been directly involved in company management, he is well versed in corporate legal
affairs as an attorney-at-law and has sufficient insight into the governance of corporate management. Therefore, theCompany nominates him as a candidate for the role of substitute outside Director who is an Audit and Supervisory
Committee Member in the expectation that he will supervise and audit the Company’s management.
Notes:
1.

There is no special interest between the candidate and the Company.

2.

Masami Takeshita is a candidate for the role of substitute outside Director who is an Audit and Supervisory Committee
Member.

3.

If Masami Takeshita takes office as a Director who is an Audit and Supervisory Committee Member, the Company plansto enter into an agreement to limit the liability for damages with him, pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act. The outline of the agreement is as follows:•

If an outside Director is liable for any damages arising from their negligence to the Company, that liability shall belimited to the minimum liability amount stipulated by laws and regulations.

•

The above limitation of liability shall be applied only when the relevant outside Director acted in good faith andwithout gross negligence in performing the duties giving rise to liabilities.

4.

The Company plans to enter into indemnity agreements, pursuant to the provisions of Article 430-2, paragraph (1) of theCompanies Act, with the candidate for the role of substitute Director who is an Audit and Supervisory Committee
Member. Under said indemnity agreements, expenses as provided for by item (1) of paragraph (1) of the same article andlosses as provided for by item (2) of the same paragraph shall be indemnified by the Company within the scope provided
for by laws and regulations.

5.

The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3 of theCompanies Act with an insurance company. The insurance policy covers the legally mandated amount of
indemnification and litigation expenses that are assumed by insureds. If Masami Takeshita takes office as Director who
is an Audit and Supervisory Committee Member, he will be included in the insureds. For the insured, the Company bears
the insurance premium, except for some special clauses. The Company plans to bear the full amount of the insurance
premium, including that for the special clauses, after his assumption.

- 20 -

Proposal No. 6:

Determination of Remuneration Amount for Directors Who Are Not Audit andSupervisory Committee Members

With regard to the remuneration amount for Directors of the Company, it was approved at the 71st Annual
General Meeting of Shareholders held on June 29, 1982 to be ¥16 million or less per month, and it is still in
effect today. However, subject to the approval and adoption of Proposal No. 2 “Amendment to the Articles
of Incorporation,” the Company will make the transition to a company with audit and supervisorycommittee. Therefore, the Company proposes to abolish the current limit of remuneration for Directors andset the remuneration amount for Directors who are not Audit and Supervisory Committee Members as
stated in this proposal, pursuant to the Companies Act and the Regulation for Enforcement of theCompanies Act.
Accordingly, upon this transition to a company with audit and supervisory committee and taking into
consideration current economic trends and other conditions, the Company proposes to incorporate funds forpurchasing the Company’s shares as part of the monetary remuneration, in order to aim for sharing ofinterests with our shareholders and to reflect the achievement of initiatives for the improvements on
medium-to-long-term business performance. Moreover, to enable future flexible operation, the total amountof remuneration for Directors who are not Audit and Supervisory Committee Members shall be set at ¥20
million or less per month (including ¥2 million or less per month for outside Directors who are not Audit
and Supervisory Committee Members).
In addition, such remuneration amount shall not include the employee portion of salaries paid to the
Director who concurrently serve as employees.
If Proposal No. 2 “Amendment to the Articles of Incorporation” and Proposal No. 3 “Election of Eight
Directors Who Are Not Audit and Supervisory Committee Members” are approved and adopted asoriginally proposed, the number of Directors who are not Audit and Supervisory Committee Members will
be eight.
This proposal is in line with the “Policy for determination concerning details of remuneration, etc. for
Directors” stated in the Business Report (in Japanese only), and was determined by the Board of Directors
after deliberation at the Nomination and Remuneration Advisory Committee. Therefore, the Company
deems this proposal appropriate.
This proposal shall take effect when Proposal No. 2 “Amendment to the Articles of Incorporation” takes
effect.

- 21 -

Proposal No. 7:

Determination of Remuneration Amount for Directors Who Are Audit and Supervisory
Committee Members

Subject to the approval and adoption of Proposal No. 2 “Amendment to the Articles of Incorporation,” theCompany will make the transition to a company with audit and supervisory committee. Therefore, theCompany proposes to set the remuneration amount for Directors who are Audit and Supervisory Committee
Members as stated in this proposal, pursuant to the Companies Act and the Regulation for Enforcement of
the Companies Act.
Accordingly, upon this transition to a company with audit and supervisory committee and taking into
consideration current economic trends and other conditions, the Company proposes that the total amount of
remuneration for Directors who are Audit and Supervisory Committee Members be set at ¥4 million or lessper month, in order to enable future flexible operation.
If Proposal No. 2 “Amendment to the Articles of Incorporation” and Proposal No. 4 “Election of Three
Directors Who Are Audit and Supervisory Committee Members” are approved and adopted as originallyproposed, the number of Directors who are Audit and Supervisory Committee Members will be three.
This proposal takes into consideration the duties and responsibility of Directors who are Audit andSupervisory Committee Members and the level of remuneration amount for Directors who are not Audit
and Supervisory Committee Members. Therefore, the Company deems this proposal appropriate.
This proposal shall take effect when Proposal No. 2 “Amendment to the Articles of Incorporation” takes
effect.

- 22 -