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: 3139
February 7, 2024
(Measures for electronic provision starts on: February 1, 2024)
To Shareholders with Voting Rights:
Motohisa Miura
President
Lacto Japan Co., Ltd.
2-11-2 Nihonbashi, Chuo-ku
Tokyo, JapanNOTICE OF
THE 26TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 26th Annual General Meeting of Shareholders (the “Meeting”) of Lacto
Japan Co., Ltd. (the “Company”) will be held as described below.
When convening this Meeting, measures have been taken to provide information electronically, andmatters to be provided electronically are posted on the following website.

The Company’s website: https://www.lactojapan.com/en/ir/stock/meeting.html
In addition to the Company's website, matters to be provided electronically are also posted on thewebsite of the Tokyo Stock Exchange (TSE). Please access the website (TSE’s Listed Company Search)
below, enter the name of the Company (Lacto Japan) or securities code (3139) to search, select “Basic
information” and go to “Documents for public inspection/PR information,” to confirm the information.
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
You may exercise your voting rights via postal mail or the Internet, etc. and whichever method you
choose to use, please exercise your voting rights by 5:30 p.m. Japan time on Monday, February 26, 2024.
1. Date and Time:
2. Place:

Tuesday, February 27, 2024 at 10:00 a.m. Japan time
(Reception begins at 9:00 a.m.)Royal Hall, 3rd Floor, Royal Park Hotel
2-1-1 Nihonbashi-Kakigara-cho, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 26th Fiscal Year (December 1, 2022 – November 30,2023) and results of the audits of the Consolidated Financial
Statements by the Accounting Auditor and the Audit and Supervisory
Committee
2. Non-consolidated Financial Statements for the Company’s 26th
Fiscal Year (December 1, 2022 – November 30, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Five (5) Directors (excluding Directors who are Audit andProposal 2:
Supervisory Committee Members)◼ If attending the meeting in person, please submit the enclosed Form for Exercising Voting Rights atthe venue’s reception desk. We would also like to ask you to bring this Notice of the General Meetingof Shareholders as agenda materials.
◼ Any revisions to the matters to be provided electronically will be posted on the websites above.

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

Appropriation of Surplus

The Company positions the appropriate return of profits to shareholders as an importantmanagement issue. In addition, the Company aims to increase corporate value on a sustained basis andcontinue to increase dividends in a stable manner while ensuring internal reserve necessary for future
proactive business development and further enhancement of management structure.
Upon consideration based on this policy, the Company intends to pay a year-end dividend for the
fiscal year under review as indicated below.
As a result, the annual dividend for the fiscal year under review will be ¥48 per share, an increase of¥8 from the previous fiscal year, including the interim dividend of ¥24 already paid.
1. Type of dividend property
Cash
2. Matters concerning allocation of dividend property and the total amount
Total: ¥238,947,552
Dividend per share of common stock of the Company: ¥24
3. Effective date of dividend of surplus
February 28, 2024-2-

Proposal 2:

Election of Five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The terms of office of all six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members; hereinafter the same shall apply in this Proposal) will end as of the conclusion ofthis Meeting. Accordingly, the Company proposes the election of five (5) Directors.
The candidates for Director are as follows.
No.

Positions and responsibilities at the Company

Name

1

Motohisa Miura[Reappointment]

Male

2

Takashi Abe[Reappointment]

Male

3

Shin Kojima[Reappointment]

Male

4

Kenji Bundo[Reappointment]

Male

Yasuhiro Ikeda[Reappointment][Outside][Independent]

Male

5

President
Overall management, in charge of Internal Audit
Office and Quality Assessment OfficeDirector
Supervision of Asian business, Managing Director of
LACTO ASIA PTE LTD.
Director
Supervision of sales divisions
Director
Supervision of administrative divisions, and Head ofCorporate Staff Division
Outside Director

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No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions

Number ofshares of theCompany held

Joined Toshoku Ltd.
Joined the Company
General Manager of Sales Division 1, Leader ofDairy Ingredients Team One, the Company
General Manager of Sales Division 1, theCompany
Managing Director, LACTO ASIA PTE LTD.
Executive Officer, General Manager of Sales
Division 1, the Company
Managing Director, LACTO ASIA PTE LTD.
Director, the Company
President, the Company (current position)

261,823

April 1978
January 1999
May 2006
April 2007

1

Motohisa Miura(September 25, 1954)[Reappointment]

2June 2008

February 2011
February 2017

[Reason for nomination as candidate for Director]
Mr. Motohisa Miura has extensive business experience as the person responsible for sales divisions andoverseas subsidiaries, and as a Director since 2011 and as Representative Director and President since 2017, hehas been deeply engaged in the Company’s management. Mr. Miura possesses insight into overall management
gained from global business experience and administration and operations, and the Company has judged him tobe appropriate as a candidate for Director.
Joined Toshoku Ltd.
April 1991
December 1998
Joined the Company
April 2013
General Manager of Cheese Business Division,
the Company
April 2016
Executive Officer, General Manager of CheeseBusiness Division, the Company
Executive Officer, overall control of sales
April 2018divisions, the Company
124,663
Senior Executive Officer, overall control of sales
March 2020
divisions, the Company
Takashi Abe
April 2020
Senior Executive Officer, overall control of sales(May 31, 1967)
divisions, General Manager of Business
Development Division, the Company
Director, the Company
February 2021
[Reappointment]
Director, the Company
December 2021
Managing Director, LACTO ASIA PTE LTD.
(current position)[Reason for nomination as candidate for Director]
Mr. Takashi Abe has been involved in dairy ingredients sales for many years, and has experience as the person
responsible for domestic sales divisions. Presently, he is operating a trading company and the manufacturingbusiness as the person responsible for Asian business divisions. Mr. Abe possesses extensive businessexperience related to domestic and overseas sales activities and manufacturing business operations, as well as
knowledge related to the Group’s administration and operations. Therefore, the Company has judged him to beappropriate as a candidate for Director.

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No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1994
April 1999
April 2014
April 2016
September 2016

Shin Kojima(May 9, 1970)

March 2020
February 2021

3
[Reappointment]

December 2021

4

Joined Toshoku Ltd.
Joined the Company
General Manager of Dairy Ingredients Division 1,
the Company
Executive Officer, General Manager of Dairy
Ingredients Division 1, the Company
Executive Officer, the Company
Managing Director, LACTO ASIA PTE LTD.
Senior Executive Officer, the Company Managing
Director, LACTO ASIA PTE LTD.
Director, the Company
Managing Director, LACTO ASIA PTE LTD.
Director, the Company (current position)

Number ofshares of theCompany held

172,063[Reason for nomination as candidate for Director]
Mr. Shin Kojima has been involved in dairy ingredients sales for many years, and, since 2016, he has served as
the person responsible for Asian business divisions, driving the growth of the business. Presently, as a Director,
he is supervising domestic sales divisions and the new business division. Mr. Kojima possesses extensive
business experience related to domestic and overseas sales activities and manufacturing business operations, aswell as knowledge related to the Group’s administration and operations. Therefore, the Company has judged
him to be appropriate as a candidate for Director.
Joined Toshoku Ltd.
April 1992
August 2003
Joined the Company
April 2016
Deputy Division General Manager of Corporate
Staff Division, General Manager of Human
Resources & General Affairs Department, General
Manager of Investor Relations Department, theCompany
April 2018
Executive Officer, Deputy Division General
Manager of Corporate Staff Division, General
Manager of Human Resources & General Affairs
32,451
Department, General Manager of Investor
Relations & Public Relations Department, theKenji Bundo
Company(November 3, 1969) February 2021
Senior Executive Officer, Division General
Manager of Corporate Staff Division, General
Manager of Human Resources & General Affairs[Reappointment]
Department, the Company
December 2021
Senior Executive Officer, Division General
Manager of Corporate Staff Division, theCompany
February 2023
Director, the Company (current position)[Reason for nomination as candidate for Director]
Mr. Kenji Bundo has supervised the administrative divisions, and possesses extensive experience and a wide
range of knowledge related to general operations of administrative divisions such as accounting, finance, humanresources, and investor relations. With his experience and insight, he can be expected to contribute to theGroup’s administration and operations and adequately fulfill a role in determining and supervising execution of
the Company’s important operations. Therefore, the Company has judged him to be appropriate as a candidate
for Director.

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No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions

Number ofshares of theCompany held

Joined Nippon Reizo Inc. (current Nichirei
Corporation)
April 2007
Executive Officer, Executive General Manager ofMarketing Unit, General Manager of Marketing
Department, Deputy Executive General Manager
of Sales Unit, Nichirei Foods Inc.
Managing Executive Officer, in charge ofApril 2010
Research & Development Department, Executive
General Manager of Marketing Unit, General
Manager of Marketing & Products Development
Division No. 1, Nichirei Foods Inc.
Yasuhiro Ikeda
Representative Director, President and Executive
June 2011(August 18, 1956)
Officer, Nichirei Foods Inc.
Director, Executive Officer, Nichirei Corporation
5[Reappointment]
Director, Nichirei Fresh Inc.
[Outside]
Director, Chairman, Nichirei Foods Inc.
April 2017
[Independent]
June 2021
Counselor, Nichirei Foods Inc. (current position)
June 2022
Outside Director, ITOCHU Techno-Solutions
Corporation (current position)
February 2023
Outside Director, the Company (current position)[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Yasuhiro Ikeda has long-standing experience as a business executive in the food industry, as well as
extensive experience and insight mainly in R&D, production, and sales, including consumer business in thefood manufacturing industry. By leveraging his experience and insight, he has offered useful advice on how tostrengthen supervision of the Company’s management and on overall management. Therefore, the Company has
judged him to be appropriate as a candidate for Outside Director.
Notes: 1. There are no special interest relationships between the candidates for Director and the Company.
2. Mr. Yasuhiro Ikeda is a candidate for Outside Director.
3. Mr. Yasuhiro Ikeda will have served as Outside Director for one year as of the conclusion of thisMeeting.
4. The Company has entered into an agreement with Mr. Yasuhiro Ikeda to limit his liability fordamages stipulated in Article 423, Paragraph 1 of the Companies Act to the minimum liability
amount stipulated in Article 425, Paragraph 1 of the act in accordance with the provisions of theCompany’s Articles of Incorporation and Article 427, Paragraph 1 of the act. The Company
intends to continue the same agreement with Mr. Yasuhiro Ikeda, if his election is approved as
proposed.
5. Mr. Yasuhiro Ikeda has been registered as an independent officer based on the rules of the Tokyo
Stock Exchange, and if he is elected as proposed, he will continue to serve as an independent
officer.
6. The Company has entered into a directors and officers liability insurance agreement with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, withdirectors (including Audit and Supervisory Committee Members) of the Company and its
subsidiaries as the insured persons (excluding the Company's subsidiaries that have separately
concluded directors and officers liability insurance agreements). If the candidates are elected,
they will be covered by the said insurance agreement. The Company intends to renew the said
insurance agreement with the same terms and conditions at the next expiry.
April 1979-6-

[For Reference]
The Company is aiming in the medium to long term to be a multifaceted food products company thatdevelops trading and manufacturing operations on a global basis with dairy products as its core, and it
will appoint Directors with skills that match each of its growth stages.
As of the present, the skills that the Board of Directors should possess and how this correspondswith the skills of each Director have been compiled as a skills matrix from the following threeperspectives.
Knowledge and experience for appropriately leading management and businessCorporate management and management strategy: Experience in corporate management and as a corporate
officer, and knowledge of and experience in formulating
management strategy
Sales and marketing:Knowledge and experience related to product sales andmarketingInternational business:
Global business experience, including overseas assignments
Industry knowledge:
Knowledge and experience in the dairy products and meatindustries and the manufacturing businessKnowledge and experience for establishing and maintaining an appropriate management foundation
Financial accounting and finance:
Practical experience and expertise
Legal affairs and compliance:
Practical experience and expertise
Personnel and human resources development:
Practical experience and expertise
Overarching perspective for ensuring sustainability
Governance and sustainability:
Governance knowledge for achieving soundness,transparency, and sustainable growthDiversity and experience in other industries:
Diversity in terms of gender, nationality, executive experiencein other sectors, etc.
<Skills Matrix>
Corporate
management
Financial
Sales andInternational
Industryandaccounting
marketingbusinessknowledge
management
and financestrategy◼ Directors (excluding Directors who are Audit and Supervisory Committee Members)
Motohisa
●
●
●
●
Miura
Takashi
●
●
●
●
Abe
Shin
●
●
●
●
Kojima
Kenji
●
●
Bundo
Yasuhiro●●●
Ikeda*◼ Directors who are Audit and Supervisory Committee Members
Kimiaki●●●●
Abe
Naofumi●●Hara*
ToshioHoga*
Hiroko●Sakamoto**Outside Director-7-

Legal affairs
andcompliance

Personnel
and human
resourcesdevelopment

Governanceandsustainability

Diversityandexperiencein otherindustries

●
●
●
●

●

●
●
●

●

●

●

●

●

●

●

[For Reference] Independence Criteria for Outside Directors
When selecting candidates for independent Outside Director, the Board of Directors shall determine their
independence after verifying that the independence criteria established by financial instruments
exchanges are met and also confirming whether or not any of items (1) through (14) below applies to theperson involved either currently or within the past three fiscal years. In addition, the Board of Directors
shall select as candidates for independent Outside Director the persons who can be expected to fulfill
their roles and duties from an independent and objective standpoint upon consideration of the candidate’s
character, insight, abilities, relationship with the Company, and other factors.
(1) A person for whom the Company is a main business partner, or its business executive“A person for whom the Company is a main business partner” in the aforesaid refers to a person
for whom payments by the Company in transactions with the Company in any of the past threefiscal years account for 2% or more of the consolidated net sales of that company in that fiscal
year.
(2) A main business partner of the Company, or its business executive“A main business partner of the Company” in the aforesaid refers to a person for whom theCompany’s net sales to that company in any of the past three fiscal years account for 2% or moreof the Company’s consolidated net sales in that fiscal year.
(3) A consultant, accounting specialist, or legal specialist receiving a large sum of money or otherproperty from the Company other than executive compensation (if the person receiving such property
is a corporation, union, or other such organization, then a person belonging to that organization)
A “large sum of money” in the aforesaid refers to a sum of ¥10 million or more per annum on
average for the past three years if the person receiving such money is an individual, or in thecase of an organization, a payment amount from the Company on average for (thatorganization’s) past three fiscal years that is ¥10 million or more, or 2% or more of thatorganization’s consolidated net sales, whichever is higher.
(4) The representative partner or an employee of the Company’s accounting auditor or anotheraccounting specialist in charge of auditing the Company or a subsidiary of the Company(5) A major shareholder of the Company, or its business executive“Major shareholder” in the aforesaid refers to a person who holds 10% or more of voting rights
in the Company either directly or indirectly.
(6) A director (limited to persons involved in business execution) or other business executives of anorganization to which the Company makes large donations.
“Large donations” in the aforesaid refers to donations that exceed ¥20 million per annum on
average for the past three fiscal years.
(7) A major lender of the Company, or its parent company, or their business executives
A “major lender” of the Company in the aforesaid refers to a lender from whom the Company’s
borrowings exceed 2% of consolidated total assets.
(8) A person who was a business executive of the Company or a subsidiary of the Company at any time
during the ten years prior to appointment(9) A business executive of a company with a director from the Company(10) If an organization exists that corresponds to (1), (2), or (3) above at the time of appointment, then aperson who belonged to that organization at any time during the three years prior to appointment-8-

(11) A person who corresponded to (4) above at any time during the three years prior to appointment(12) If an organization exists that corresponds to (6) above at the time of appointment, then a person who
belonged to that organization at any time during the three years prior to appointment(13) A person who corresponded to (5) or (7) above at any time during the three years prior toappointment(14) A close relative of a person indicated in any of (A) to (C) below (excluding persons without
significance)(A) A person indicated in any of (1) to (3) or in (10) or (11) above. (Provided, however, thatregarding (1) and (2), executive directors, executives, and executive officers are regarded as
significant persons. Also, regarding (10), if the person belongs to an organization, thenemployees and partners of that organization are regarded as significant persons, and regarding(11), employees, partners and other accounting specialists directly in charge of auditing theGroup are regarded as significant persons.)Provided, however, that this shall not apply when
independence is deemed to be effectively ensured upon comprehensive consideration of therelationship of the person involved and the close relative involved, and the qualifications,
attributes, and experience, etc. of the close relative involved.
(B) A business executive of a subsidiary of the Company(C) A person who corresponded to (B) above or a business executive of the Company at any time
during the year prior to appointment*1. “Business executive” refers to persons stipulated in Article 2, Paragraph 3, Item 6 of the Ordinancefor Enforcement of the Companies Act*2. “Close relative” refers to a relative within the second degree of kinship.

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