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.

Securities code: 2001
June 6, 2024

To Shareholders with Voting Rights,
4-8 Kojimachi, Chiyoda-ku, Tokyo, JapanNIPPN CORPORATION
Toshiya Maezuru, Representative Director and President

Convocation Notice for the 200th Annual Shareholders Meeting
The 200th Annual Shareholders Meeting (the “Meeting”) of NIPPN CORPORATION (the “Company”) will
be held as stated below.
For this Shareholders Meeting, the Company has taken measures for electronic provision, and the matterssubject to electronic provision are posted on each of the following websites.
The Company’s website (Shareholders Meetings page)https://www.nippn.co.jp/en/ir/meeting/index.html
The Tokyo Stock Exchange website
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website, enter and search for the Company name or the Company’s securities code
“2001”, and select “Basic information” then “Documents for public inspection/PR information” to view.
If exercising your voting rights in writing or via the Internet, etc., please confirm the Reference
Documents for the Annual Shareholders Meeting and exercise your voting rights no later than 5:30 p.m.
Japan time on Wednesday, June 26, 2024.
[Voting in writing]
Please indicate your approval or disapproval for the proposals on the Voting Rights Exercise Form and returnit that it is received by the deadline above.
[Voting via the Internet, etc.]
Please confirm the “Guidance for Voting via the Internet, etc.” on pages 5 to 6 (translation omitted) for
exercise of voting rights via the Internet, etc., and enter your approval or disapproval for the proposals by thedeadline above.

1. Date and Time:
2. Venue:

10:00 a.m. (Reception start time: 9:00 a.m.) Japan time, Thursday, June 27, 2024
B1F (Reception at 1F), Belle Salle Roppongi, Sumitomo Fudosan Roppongidori Building
7-18-18 Roppongi, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements and Audit Reports on theConsolidated Financial Statements by Accounting Auditor and the Audit andSupervisory Committee for the 200th Period (April 1, 2023 through March 31,2024).
-1-2. Non-consolidated Financial Statements for the 200th Period (April 1, 2023
through March 31, 2024).

Proposals to be resolved:
Proposal 1:
Appropriation of Retained Earnings
Proposal 2:
Election of Ten Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 3:
Election of Three Directors Who Are Audit and Supervisory Committee
Members
Proposal 4:
Election of One Substitute Director Who Is an Audit and Supervisory
Committee Member
Proposal 5:
Revision of Compensation for Directors (Excluding Directors Who Are Audit
and Supervisory Committee Members)
4. Exercising Voting Rights:(1) If voting rights are exercised multiple times via the Internet, the final vote submitted shall be treated as
the valid exercise of voting rights.
(2) If voting rights are exercised multiple times via both the Internet and the Voting Rights Exercise Form,the vote submitted via the Internet shall be treated as the valid exercise of voting rights.
(3) If there is no indication of approval or disapproval of each proposal on the Voting Rights Exercise Form
returned to us, it shall be treated as an indication of approval.
5. Matters Regarding the Electronic Provision of Reference Documents for the Annual Shareholders
Meeting:(1) Regarding other matters to be provided electronically (matters omitted from the documents to bedelivered)
In accordance with the provisions of laws and regulations as well as Article 16 of the Company’s Articles
of Incorporation, the following matters are only posted on each website listed on page 1. Therefore, they
are not included in this Notice of Convocation or in the documents to be delivered to shareholders whorequested delivery. Moreover, the Audit and Supervisory Committee and the Accounting Auditor audit
the documents subject to audit, including the following matters.
1) “Status of Stock Acquisition Rights, etc.” and “System to Ensure the Appropriateness of Operations
and Operational Status of Said System” in the Business Report2) Consolidated Statements of Changes in Net Assets and Consolidated Notes to Consolidated
Financial Statements
3) Non-consolidated Statements of Changes in Net Assets and Non-consolidated Notes to Nonconsolidated Financial Statements(2) If the matters to be provided electronically require revisions, the revised versions shall be posted oneach website listed on page 1.

◎ If attending the Meeting, please submit the Voting Rights Exercise Form at the meeting venue reception desk.
◎ The Company will not be distributing souvenirs or product samples at the Meeting. We thank you for yourunderstanding in this regard.

-2-

Reference Documents for the Annual Shareholders Meeting
Proposals and References
Proposal 1:
Appropriation of Retained Earnings
The Company’s basic policy is to maintain stable and continuous dividends while striving to maintain adividend payout ratio of 30% or more, a target that was formulated excluding the special and extraordinary
income/loss due to the sale of assets and other factors, and securing internal reserves aimed at strengthening thecorporate structure and promoting future business development. The Company regards returning profits toshareholders one of the most important goals in management.
To reward shareholders for their day-to-day support, the Company proposes a year-end dividend for the200th fiscal year of 38 yen per share as an ordinary dividend. Accordingly, the annual dividend will be 66 yen
per share, including an interim dividend of 28 yen per share.
1) Type of dividend property:
Cash2) Allotment of dividend property to shareholders and its total amount38 yen per share of the Company’s common stock for a total of 2,977,916,322 yen
3) Effective date of the distribution of retained earnings
June 28, 2024

-3-

Proposal 2:

Election of Ten Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)
The terms of office of all 11 Directors (excluding Directors who are Audit and Supervisory Committee
Members; hereinafter, the same applies in this proposal) will expire at the close of the Meeting.
Accordingly, the Company proposes to elect ten Directors, reducing the number of Directors by one toimprove management system efficiency.
In this proposal, the Company has increased the number of Outside Directors by one to strengthen thegovernance system.
The Audit and Supervisory Committee of the Company has concluded that all candidates in this proposal
are well qualified.
The candidates for Director are as follows:

No.

1

Name

Toshiya Maezuru

Positions and responsibilities at the Company

Attendanceat the Boardof Directors
meetings[Reappointment]

Representative Director, President & C.O.O.

16/16(100%)
16/16(100%)

2

Keizo Kagawa[Reappointment]

Director, Managing Director
In charge of IT, CSR, Information System
Promotion Dept., Corporate Planning Div.,
Sustainability Promotion Div. and Health Care
Business Div.

3

Tomio Kimura[Reappointment]

Director, Managing Director
General Manager, Wheat Flour Business Dept.

16/16(100%)
16/16(100%)
13/13(100%)

4

Hiroaki Kawasaki[Reappointment]

Director, Managing Director
In charge of Marketing Div. and Raw Material
Procurement Div.
General Manager, Foods Business Dept.

5

Hiroshi Koura[Reappointment]

Director, Executive Officer
In charge of Human Resources Div.

6

Toru Otao[New appointment]

Executive Officer
General Manager, Accounting & Finance Div.

-[New appointment]

Executive Officer
In charge of Quality Assurance Div., Central
Research Laboratory, and Research &Development Dept.
Vice General Manager, Production &Technology Dept.

-

7

Naoki Abe

8

Naotaka Kawamata

9

Hitomi Kumagai

10

Mika Takaoka[Reappointment][Outside][Reappointment][Outside][New appointment][Outside]

Director
Director

16/16(100%)
15/16
(94%)
-

Reappointment: Candidate for reappointment
New appointment: Candidate for new appointment
Outside: Candidate for Outside Director

-4-

No.

Name
(Date of birth)

Past experience, and positions and responsibilities at
the Company
April 1983
June 2011
June 2013
June 2014

Reappointment
Toshiya Maezuru(January 7, 1961)
1[Attendance at theBoard of Directors
meeting]
16/16 (100%)

Joined the Company
General Manager, Fukuoka Mill
General Manager, Production & Technology Div.
Executive Officer; General Manager, Production& Technology Div.
June 2015
Director; Executive Officer; Vice General
Manager, Production & Technology Dept.;
General Manager, Production & Technology Div.,
Production & Technology Dept.
Director; Managing Director; General Manager,
June 2017
Production & Technology Dept.; General
Manager, Production & Technology Div.,
Production & Technology Dept.
December 2019 Director; Managing Director; General Manager,
Production & Technology Dept.; Chairman, Food
Research & Development Committee
April 2020
Director; Senior Managing Director; General
Manager, Production & Technology Dept.;
Chairman, Food Research & Development
Committee
June 2020
Representative Director, President & C.O.O.
(to present)[Reason for nomination as candidate for Director]
Mr. Toshiya Maezuru has abundant operational experience in the
manufacturing department. Since becoming the Representative
Director and President in June 2020, he has led the Group’s
management. The Company has appointed him as a candidate for
Director as he is expected to continue contributing to the Company’s
management.

Numberof sharesof theCompanyheld-5-

18,600No.

Name(Date of birth)

Past experience, and positions and responsibilities at
the Company
April 1984
September 2014

Reappointment
Keizo Kagawa(March 9, 1960)
2[Attendance at theBoard of Directors
meeting]
16/16 (100%)

Reappointment
Tomio Kimura(March 13, 1961)
3[Attendance at theBoard of Directors
meeting]
16/16 (100%)

Joined the Company
General Manager, Administration Div., OK Food
Industry Co., Ltd.
Director, OK Food Industry Co., Ltd.
June 2015
June 2016
Managing Director, OK Food Industry Co., Ltd.
Executive Officer; General Manager, Corporate
June 2018
Planning Div.
Director; Managing Director; General Manager,
June 2020
Corporate Planning Div.
Director; Managing Director (to present)
June 2021(Responsibilities in the Company)
In charge of IT, CSR, Information System Promotion Dept., Corporate
Planning Div., Sustainability Promotion Div. and Health Care
Business Div.
[Reason for nomination as candidate for Director]
Mr. Keizo Kagawa has abundant operational experience in thecorporate planning department and key subsidiaries. Since becominga Director in June 2020, he has been responsible for the corporate
planning department and has contributed to the Group’s development.
The Company has appointed him as a candidate for Director as he isexpected to continue contributing to the Company’s management.
April 1984
Joined the Company
June 2016
Associate Director; General Manger, Kanto
BranchJune 2017
Associate Director; General Manger, Sapporo
BranchExecutive Officer; General Manager, Sales &June 2019Marketing Div., Wheat Flour Business Dept.
June 2020
Managing Director; General Manager, Wheat
Flour Business Dept.; General Manager, Sales &Marketing Div., Wheat Flour Business Dept.
June 2021
Senior Executive Officer; General Manager,
Wheat Flour Business Dept.
June 2022
Director; Managing Director; General Manager,
Wheat Flour Business Dept. (to present)[Reason for nomination as candidate for Director]
Mr. Tomio Kimura has abundant operational experience in the sales
and marketing department. Since becoming a Director in June 2022,
he has been responsible for the Wheat Flour Business and has
contributed to the Group’s development. The Company has appointed
him as a candidate for Director as he can be expected to continue
contributing to the Company’s management.

Numberof sharesof theCompanyheld-6-

13,300

3,700

No.

Name
(Date of birth)

Past experience, and positions and responsibilities at
the Company
April 1986
June 2015
June 2017

Reappointment
Hiroaki Kawasaki(October 4, 1961)
4[Attendance at theBoard of Directors
meeting]
16/16 (100%)

Reappointment
Hiroshi Koura(November 27, 1963)
5[Attendance at theBoard of Directors
meeting]
13/13 (100%)

Joined the Company
General Manger, Otaru Mill
General Manager, Foods Business Administration
Div., Foods Business Administration Dept.
June 2019
Associate Director; General Manager, Foods
Business Administration Div., Foods Business
Administration Dept.
Executive Officer; Vice General Manager, Foods
June 2020
Business Dept.; General Manager, Foods
Business Administration Div., Foods Business
Dept.
June 2021
Senior Executive Officer, General Manager,
Foods Business Dept.; General Manager, Foods
Business Administration Div., Foods Business
Dept.; General Manager, Frozen Foods Business
Administration Div., Frozen Foods Business
Dept.
January 2022
Senior Executive Officer, General Manager,
Foods Business Dept.; General Manager, Foods
Business Administration Div., Foods Business
Dept.
April 2022
Senior Executive Officer; General Manager,
Foods Business Dept.
June 2022
Director; Managing Director; General Manager,
Foods Business Dept. (to present)(Responsibilities in the Company)
In charge of Marketing Div. and Raw Material Procurement Div.
[Reason for nomination as candidate for Director]
Mr. Hiroaki Kawasaki has abundant operational experience in thebusiness administration department. Since becoming a Director in
June 2022, he has been responsible for the Foods Business and has
contributed to the Group’s development. The Company has appointed
him as a candidate for Director as he can be expected to continue
contributing to the Company’s management.
April 1987
Joined the Company
July 2017
Vice General Manager, Human Resources Div.
June 2018
General Manger, Human Resources Div.
June 2020
Executive Officer; General Manager, Human
Resources Div.
June 2023
Director; Executive Officer (to present)(Responsibilities in the Company)
In charge of Human Resources Div.
[Reason for nomination as candidate for Director]
Mr. Hiroshi Koura has abundant operational experience in the humanresources department. Since becoming a Director in June 2023, he has
been responsible for the human resources department and contributed
to the Group’s development. The Company has appointed him as a
candidate for Director as he can be expected to continue contributing
to the Company’s management.

Numberof sharesof theCompany
held

-7-

6,900

1,700

No.

Name
(Date of birth)

Past experience, and positions and responsibilities at
the Company
April 1987
June 2013

New appointment
Toru Otao(November 26, 1963)
6[Attendance at theBoard of Directors
meeting]-

New appointment
Naoki Abe
(August 8, 1964)
7[Attendance at theBoard of Directors
meeting]-

Joined the Company
General Manager, Secretariat Office, General
Administration Div.
July 2017
Vice General Manager, General Administration
Div.; General Manager, Secretariat Office,General Administration Div.
General Manager, Accounting & Finance Div.
February 2020
June 2022
Executive Officer; General Manager, Accounting& Finance Div. (to present)[Reason for nomination as candidate for Director]
Mr. Toru Otao has abundant operational experience in the accounting
department. Since becoming an Executive Officer in June 2022, hehas been responsible for the accounting department and contributed
to the Group’s development. The Company has appointed him as a
candidate for Director as he can be expected to further contribute to
the Company’s management.
April 1988
Joined the Company
July 2017
Vice General Manager, Production & Technology
Div., Production & Technology Dept.
June 2018
General Manager, Production & Technology
Div., Production & Technology Dept.
June 2020
Vice General Manager, Production & Technology
Dept.; General Manager, Production &Technology Div., Production & Technology
Dept.
April 2021
Vice General Manager, Production & Technology
Dept.; General Manager, Production &Technology Div.-1, Production & Technology
Dept.
June 2022
Executive Officer; Vice General Manager,
Production & Technology Dept.; General
Manager, Production & Technology Div.-1,
Production & Technology Dept.
October 2022
Executive Officer; Vice General Manager,
Production & Technology Dept. (to present)(Responsibilities in the Company)
In charge of Quality Assurance Div., Central Research Laboratory,
and Research & Development Dept.
[Reason for nomination as candidate for Director]
Mr. Naoki Abe has abundant operational experience in the
manufacturing department. Since becoming an Executive Officer inJune 2022, he has continued to serve as Vice General Manager of the
Production & Technology Department and contribute to the Group’s
development. The Company has appointed him as a candidate for
Director as he can be expected to further contribute to the Company’s
management.

Numberof sharesof theCompany
held

-8-

2,600

7,200

No.

Name
(Date of birth)

Past experience, and positions and responsibilities at
the Company
Joined the Ministry of Transport (currently
Ministry of Land, Infrastructure, Transport andTourism)
April 1994
Registered as attorney
Joined Marunouchi Sogo Law Office
April 1994
January 2008
Partner, Marunouchi Sogo Law Office (topresent)
Auditor, the Company
June 2014
Professor, Legal Training and Research Institute,
April 2015
Supreme Court of Japan
Director, the Company (to present)
June 2017(Significant concurrent position)
Partner; Attorney, Marunouchi Sogo Law OfficeOutside Director (Audit and Supervisory Committee Member),
TOREX SEMICONDUCTOR LTD.
Outside Director (Audit and Supervisory Committee Member),
NIPPON DENSETSU KOGYO CO., LTD.
[Reason for nomination as candidate for Outside Director and outline
of expected roles]
Mr. Naotaka Kawamata has abundant experience as an attorney and iswell versed in corporate legal affairs. Since becoming an Outside
Director of the Company in June 2017, his expert views and extensive
experience have been reflected in the Company’s management.
Likewise, as a member of the Advisory Committee, he has contributed
to appropriate decision-making on compensation for executive officers
and on nominations to the Board of Directors.
Therefore, although he has never been directly involved in the
management of a company other than as an outside officer, theCompany determined that he is capable of appropriately advising andindependently supervising the Board of Directors, and appoints him asa candidate for Outside Director.

Numberof sharesof theCompany
held

April 1990

Reappointment
Outside8

Naotaka Kawamata(May 1, 1965)[Attendance at theBoard of Directors
meeting]
16/16 (100%)

-9-

7,000

No.

Name
(Date of birth)

Past experience, and positions and responsibilities at
the Company
Research assistant of College of Agriculture andVeterinary Medicine (currently College of
Bioresource Sciences) of Nihon University
April 1994
Full-time lecturer of College of Agriculture andVeterinary Medicine (currently College of
Bioresource Sciences) of Nihon University
Assistant professor of College of Bioresource
April 2002
Sciences of Nihon University
Professor of College of Bioresource Sciences ofMarch 2011
Nihon University (to present)
Director, the Company (to present)
June 2022(Significant concurrent position)
Professor of College of Bioresource Sciences of Nihon University[Reason for nomination as candidate for Outside Director and outline
of expected roles]
Ms. Hitomi Kumagai has broad experience and insight in the field offood science as a university professor. Since becoming an Outside
Director of the Company in June 2022, her expert views and abundant
experience have been reflected in the Company’s management.
Therefore, although she has never been directly involved in the
management of a company other than as an outside officer, theCompany determined that she is capable of expertly advising andindependently supervising the Board of Directors, and appoints her asa candidate for Outside Director.

Numberof sharesof theCompany
held

April 1990

Reappointment
Outside9

Hitomi Kumagai(October 15, 1959)[Attendance at theBoard of Directors
meeting]
15/16 (94%)- 10 -

0

No.

Name
(Date of birth)

Past experience, and positions and responsibilities at
the Company

Numberof sharesof theCompany
held

Assistant Professor, Institute of Economic
Research, Osaka City University (currently Osaka
Metropolitan University)
April 2002
Assistant Professor, College of Economics,
Rikkyo University
Assistant Professor, College of Business, Rikkyo
April 2006
University
Associate Professor, College of Business, Rikkyo
April 2007
University
Professor, College of Business, Rikkyo
April 2009
University (to present)(Significant concurrent position)
Professor, College of Business, Rikkyo University
Outside Director, Kyodo Printing Co., Ltd.
Outside Director, Mos Food Services, Inc. (scheduled to retire on June
26, 2024)
Outside Director, SG Holdings Co., Ltd.
Outside Director, FANCL CORPORATION[Reason for nomination as candidate for Outside Director and outline
of expected roles]
Ms. Mika Takaoka has expert knowledge in business, etc. as auniversity professor. The Company believes that she will be able toreflect her expert views and abundant experience in the Company’s
management.
Therefore, although she has never been directly involved in the
management of a company other than as an outside officer, theCompany determined that she is capable of expertly advising andindependently supervising the Board of Directors, and appoints her asa candidate for Outside Director.
April 2001

New appointment
Outside10

Mika Takaoka(June 19, 1968)[Attendance at theBoard of Directors
meeting]-0(Notes) 1. Mr. Naotaka Kawamata, Ms. Hitomi Kumagai, and Ms. Mika Takaoka are candidates for Outside Director.
2. Mr. Naotaka Kawamata and Ms. Hitomi Kumagai have been registered as independent directors provided by
the rules of the Tokyo Stock Exchange. If they are elected, they will continue to serve as independent directors.
The Company consigns legal administration services to Marunouchi Sogo Law Office where Mr. Naotaka
Kawamata serves. However, as the compensation paid by the Company to the entity is less than 1% of its total
annual compensation in the previous fiscal year, the Company believes that he does not have any conflict ofinterest with general shareholders.
3. If Ms. Mika Takaoka is appointed as a Director, she will be registered as an independent director provided by
the rules of the Tokyo Stock Exchange.
4. The Company has entered into an agreement to limit the liability of Mr. Naotaka Kawamata and Ms. Hitomi
Kumagai under Article 423, Paragraph 1 of the Companies Act. The limit of liabilities under the agreement is
the amount stipulated by laws and regulations. In case their reelection is approved, the Company will maintainthe agreement with them.
5. If Ms. Mika Takaoka is appointed as a Director, the Company will enter into an agreement to limit her liability
under Article 423, Paragraph 1 of the Companies Act. The limit of liabilities under the agreement will be theamount stipulated by laws and regulations.
6. Mr. Naotaka Kawamata will have served as an Outside Director for seven years at the close of this Meeting.
7. Ms. Hitomi Kumagai will have served as an Outside Director for two years at the close of this Meeting.
8. The Company has concluded a directors’ and officers’ liability insurance agreement provided for in Article
430-3, Paragraph 1 of the Companies Act with an insurance company. The Company will indemnify the
insured, including the directors of the Company, against any loss or damage arising out of any liability incurredby the insured in connection with the performance of their responsibilities or out of any claim with respect to- 11 -

the pursuit of such liability (excluding, however, cases where an exemption is provided in the insurance
contract). If the candidates for Director are elected and assume office, each of them will be insured under the
insurance contract. In addition, the Company plans to renew the insurance agreement with the above details at
the next time of renewal.
9. FamilyMart Co., Ltd., where Ms. Mika Takaoka previously served as Outside director, received from theConsumer Affairs Agency on March 30, 2020, during Ms. Mika Takaoka’s term of office, an order to takemeasures based on the Act against Unjustifiable Premiums and Misleading Representations. Although Ms.
Mika Takaoka was not previously aware of the violation, she regularly made statements at Board of Directors
meetings and other meetings to ensure thorough compliance with laws and regulations, and since the violation
was discovered, she has been appropriately carrying out her duties by providing advice and expressing
opinions regarding the investigation into the cause and measures to prevent recurrence.
10. Kyodo Printing Co., Ltd., where Ms. Mika Takaoka currently serves as Outside Director, received from theJapan Fair Trade Commission on March 3, 2022, during Ms. Mika Takaoka’s term of office, a cease and desist
order as well as a surcharge payment order based on the Act on Prohibition of Private Monopolization and
Maintenance of Fair Trade. Although Ms. Mika Takaoka was not previously aware of the violation, sheregularly made statements at Board of Directors meetings and other meetings to ensure thorough compliancewith laws and regulations, and since the violation was discovered, she has been appropriately carrying out her
duties by providing advice and expressing opinions regarding the investigation into the cause and measures toprevent recurrence.

- 12 -

Proposal 3:
Election of Three Directors Who Are Audit and Supervisory Committee Members
The terms of office of all four Directors who are Audit and Supervisory Committee Members will expire
at the close of the Meeting.
Accordingly, the Company proposes to elect three Directors, reducing the number of Directors who are
Audit and Supervisory Committee Members by one to facilitate faster decision-making and more flexible
auditing.
The Company has obtained the consent of the Audit and Supervisory Committee for this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:

No.

Name

Positions and responsibilities at the Company

Attendanceat the Boardof Directors
meetings
16/16(100%)
16/16(100%)

1

Takaaki Aonuma[New appointment]

Director, Senior Managing Director
In charge of General Administration Div.,
Accounting & Finance Div., Corporate
Communications Div., and Internal Control &Audit Div.

2

Kazuhiko Yoshida[Reappointment][Outside]

Director (Audit and Supervisory Committee
Member)3

Yoshiko Hayama[New appointment][Outside]-

Reappointment: Candidate for reappointment
New appointment: Candidate for new appointment
Outside: Candidate for Outside Director- 13 -

No.

Name(Date of birth)

Past experience, and positions and responsibilities at
the Company
April 1982
March 2014
June 2015

New appointment
Takaaki Aonuma(December 16, 1959)
1[Attendance at theBoard of Directors
meeting]
16/16 (100%)

Reappointment
Outside2

Kazuhiko Yoshida(November 7, 1963)[Attendance at theBoard of Directors
meeting]
16/16 (100%)

Joined the Company
General Manager, Related Business Div.
Associate Director; General Manager, Related
Business Div.
Executive Officer; General Manager, Related
June 2016
Business Div.
Executive Officer; General Manager, Accounting
June 2017& Finance Div.
Director; Executive Officer; General Manager,
June 2019
Accounting & Finance Div.
Director, Executive Officer
February 2020
Director; Managing Director
June 2020
Director; Senior Managing Director (to present)
June 2023(Responsibilities in the Company)
In charge of General Administration Div., Accounting & FinanceDiv., Corporate Communications Div., and Internal Control & Audit
Div.
[Reason for nomination as candidate for Director who is an Audit andSupervisory Committee Member]
Mr. Takaaki Aonuma has abundant experience, including being
responsible for the accounting department. The Company determinedthat he is capable of appropriately auditing and supervising theperformance of duties of Directors, and appoints him as a candidate
for Director who is an Audit and Supervisory Committee Member.
April 1990
Registered as attorney
Joined Nakamura & Partners
April 1990
March 1993
Registered as patent attorney
Registered as attorney in New York State, U.S.
May 1998
Partner, Nakamura & Partners
January 2001
Representative Partner, Nakamura & Partners (toJanuary 2017present)
Auditor, the Company
June 2017
Director (Audit and Supervisory Committee
June 2020
Member) (to present)(Significant concurrent position)
Representative Partner, Attorney, Nakamura & Partners[Reason for nomination as candidate for Outside Director who is an
Audit and Supervisory Committee Member and outline of expectedroles]
Mr. Kazuhiko Yoshida has abundant experience as an attorney and iswell versed in corporate legal affairs. Since becoming an Outside
Director who is an Audit and Supervisory Committee Member of theCompany in June 2020, his expert views and extensive experience havebeen reflected in the audit and supervision on the Company. Likewise,
as a member of the Advisory Committee, he has contributed toappropriate decision-making on compensation for executive officers
and on nominations to the Board of Directors.
Therefore, although he has never been directly involved in the
management of a company other than as an outside officer, theCompany determined that he is capable of appropriately auditing andsupervising the performance of duties of Directors, and appoints him
as a candidate for Outside Director who is an Audit and Supervisory
Committee Member.

Numberof sharesof theCompanyheld- 14 -

13,900

4,500

No.

Name
(Date of birth)

Past experience, and positions and responsibilities at
the Company

Numberof sharesof theCompany
held

April 1983

New appointment
Outside3

Yoshiko Hayama(October 7, 1959)[Attendance at theBoard of Directors
meeting]-

Joined The Fuji Bank, Limited (currently Mizuho
Bank, Ltd.)
September 1984 Joined Surugadai Academy
October 1990
Joined Tohmatsu & Co. (currently Deloitte
Touche Tohmatsu LLC)
Certified Public Accountant, Tohmatsu & Co.
March 1994
(currently Deloitte Touche Tohmatsu LLC)
Joined Ernst & Young ShinNihon (currently Ernst
January 2007
& Young ShinNihon LLC), Certified Public
Accountant
Representative, Yoshiko Hayama Certified Public
January 2015
Accountant Office (to present)
Senior Researcher, the Japanese Institute ofAugust 2016
Certified Public Accountants (to present)(Significant concurrent position)
Representative, Yoshiko Hayama Certified Public Accountant OfficeOutside Corporate Auditor, BELLSYSTEM24 Holdings, Inc.
Auditor, SUGI Holdings Co., Ltd.
[Reason for nomination as candidate for Outside Director who is an
Audit and Supervisory Committee Member and outline of expectedroles]
Ms. Yoshiko Hayama has abundant experience as a certified public
accountant and knowledge of corporate accounting. The Company
believes that she will be able to reflect her expert views and abundant
experience in the audit and supervision on the Company.
Therefore, although she has never been directly involved in the
management of a company other than as an outside officer, theCompany determined that she is capable of appropriately auditing andsupervising the performance of duties of Directors, and appoints her asa candidate for Outside Director who is an Audit and Supervisory
Committee Member.

0(Notes) 1. Mr. Kazuhiko Yoshida and Ms. Yoshiko Hayama are candidates for Outside Director.
2. Mr. Kazuhiko Yoshida has been registered as an independent director provided by the rules of the Tokyo Stock
Exchange. If he is elected, he will continue to serve as an independent director. The Company consigns legal
administration services to Nakamura & Partners where Mr. Kazuhiko Yoshida serves. However, as thecompensation paid by the Company to the entity is less than 1% of its total annual compensation in the previous
fiscal year, the Company believes that he does not have any conflict of interest with general shareholders.
3. If Ms. Yoshiko Hayama is appointed as a Director who is an Audit and Supervisory Committee Member, shewill be registered as an independent director provided by the rules of the Tokyo Stock Exchange.
4. The Company has entered into an agreement to limit the liability of Mr. Kazuhiko Yoshida under Article 423,
Paragraph 1 of the Companies Act. The limit of liabilities under the agreement is the amount stipulated bylaws and regulations. In case Mr. Kazuhiko Yoshida’s reelection is approved, the Company will maintain theagreement with him.
5. If Mr. Takaaki Aonuma and Ms. Yoshiko Hayama are appointed as Directors who are Audit and Supervisory
Committee Members, the Company will enter into agreements to limit their liability under Article 423,
Paragraph 1 of the Companies Act. The limit of liabilities under the agreement will be the amount stipulated
by laws and regulations.
6. Mr. Kazuhiko Yoshida is currently an Outside Director who is an Audit and Supervisory Committee Member,and will have served as an Outside Director who is an Audit and Supervisory Committee Member for four
years at the close of this Meeting. As he was an Outside Auditor of the Company before becoming an Outside
Director who is an Audit and Supervisory Committee Member, seven years will have passed since he became
an Outside Auditor at the close of this Meeting.

- 15 -

7. The Company has concluded a directors’ and officers’ liability insurance agreement provided for in Article
430-3, Paragraph 1 of the Companies Act with an insurance company. The Company will indemnify the
insured, including the Directors who are Audit and Supervisory Committee Members of the Company, against
any loss or damage arising out of any liability incurred by the insured in connection with the performance of
their responsibilities or out of any claim with respect to the pursuit of such liability (excluding, however, cases
where an exemption is provided in the insurance contract). If the candidates for Directors who are Audit andSupervisory Committee Members are elected and assume office, each of them will be insured under the
insurance contract. In addition, the Company plans to renew the insurance agreement with the above details at
the next time of renewal.

- 16 -

(Reference) Structure of the Board of Directors and the Audit and Supervisory Committee after the Approvalof Proposal 2 and Proposal 3
If Proposal 2 and Proposal 3 are approved as originally proposed, the structure of the Board of Directors andthe Audit and Supervisory Committee will be as follows at the meeting of the Board of Directors after thisMeeting.

Corporate
management

Name
Toshiya
Maezuru
Keizo
KagawaTomio
KimuraHiroakiKawasaki
Hiroshi
Koura[Reappointment]●[Reappointment]●[Reappointment]●[Reappointment]●[Reappointment]●[New appointment]●

Naoki Abe [New appointment]●

Toru Otao

Naotaka
Kawamata
Hitomi
Kumagai
Mika
Takaoka
TakaakiAonumaKazuhiko
YoshidaYoshikoHayama[Reappointment][Outside][Reappointment][Outside][New appointment][Outside][New appointment][Audit][Reappointment][Outside][Audit][New appointment][Outside][Audit]Production
Sales and Research andGlobalSustainability
andmarketing development
business
procurement

●

●

●

●

●

●
●

●
●

Human
Legal affairs
Finance and resources andInformation
and riskaccounting human capitalsystemmanagement
management

●

●

●

●
●

●
●

●

●

●
●
●

●

●

●

●
●

●

●

●

●

●

●
●
●

Reappointment: Candidate for reappointment
New appointment: Candidate for new appointment
Outside: Candidate for Outside Director
Audit: Candidate for Audit and Supervisory Committee Member- 17 -

●

●

●
●

●

●

●
●

●

●
●

●

Proposal 4:
Election of One Substitute Director Who Is an Audit and Supervisory Committee Member
In preparation for a case in which the number of Directors who are Audit and Supervisory Committee
Members falls below the number required by law, the Company proposes to elect one substitute Director who
is an Audit and Supervisory Committee Member.
The Company has obtained the consent of the Audit and Supervisory Committee for this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:

Name(Date of birth)

Past experience, and positions and responsibilities at
the Company
October 2004
October 2004

Kentaro Naruse(August 10, 1976)[Attendance at theBoard of Directors
meeting]
16/16 (100%)

Registered as attorney
Joined Nishimura & Partners (currently
Nishimura & Asahi)
April 2009
Joined Marunouchi Sogo Law OfficePartner, Marunouchi Sogo Law Office (toJanuary 2016
present)
Civil Conciliator (Part-time Judge), Tokyo
October 2019
District Court
Director (Audit and Supervisory Committee
June 2020
Member), the Company (to present)(Significant concurrent position)
Partner, Attorney, Marunouchi Sogo Law Office[Reason for nomination as candidate for substitute Outside Director
who is an Audit and Supervisory Committee Member and outline of
expected roles]
Mr. Kentaro Naruse has abundant experience as an attorney and is wellversed in corporate legal affairs. Since becoming an Outside Director
who is an Audit and Supervisory Committee Member of the Company
in June 2020, his expert views and extensive experience have beenreflected in the audit and supervision on the Company.
Therefore, although he has never been directly involved in the
management of a company other than as an outside officer, theCompany determined that he is capable of appropriately auditing andsupervising the performance of duties of Directors, and appoints him
as a candidate for substitute Outside Director who is an Audit andSupervisory Committee Member.

Numberof sharesof theCompany
held

1,200

(Notes) 1. Mr. Kentaro Naruse is a candidate for substitute Outside Director.
2. Mr. Kentaro Naruse is currently Outside Director who is an Audit and Supervisory Committee Member, andwill have served as an Outside Director who is an Audit and Supervisory Committee Member for four years
at the close of this Meeting. He is scheduled to retire as Outside Director who is an Audit and Supervisory
Committee Member at the close of this Meeting.
3. If Mr. Kentaro Naruse is appointed as a Director who is an Audit and Supervisory Committee Member, he will
be registered as an independent director provided by the rules of the Tokyo Stock Exchange. The Company
consigns legal administration services to Marunouchi Sogo Law Office where Mr. Kentaro Naruse serves.
However, as the compensation paid by the Company to the entity is less than 1% of its total annualcompensation in the previous fiscal year, the Company believes that he does not have any conflict of interest
with general shareholders.
4. If Mr. Kentaro Naruse is appointed as a Director who is an Audit and Supervisory Committee Member, theCompany will enter into an agreement to limit his liability under Article 423, Paragraph 1 of the Companies
Act. The limit of liabilities under the agreement will be the amount stipulated by laws and regulations.
5. The Company has concluded a directors’ and officers’ liability insurance agreement provided for in Article
430-3, Paragraph 1 of the Companies Act with an insurance company. The Company will indemnify the
insured, including the Directors who are Audit and Supervisory Committee Members of the Company, against
any loss or damage arising out of any liability incurred by the insured in connection with the performance of- 18 -

their responsibilities or out of any claim with respect to the pursuit of such liability (excluding, however, cases
where an exemption is provided in the insurance contract). If Mr. Kentaro Naruse is appointed as a Director
who is an Audit and Supervisory Committee Member, he will be insured under the insurance contract. In
addition, the Company plans to renew the insurance agreement with the above details at the next time ofrenewal.

- 19 -

Proposal 5:

Revision of Compensation for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)

At the 196th Annual Shareholders Meeting held on June 26, 2020, the amount of compensation for
Directors (excluding Directors who are Audit and Supervisory Committee Members) of the Company wasapproved to be up to 380 million yen per year, of which up to 30 million yen per year is for Outside Directors(this does not include employee salaries for Directors concurrently serving as employees).
In order to enhance corporate governance, the Company has proposed increasing the number of Outside
Directors by one in Proposal 2 “Election of Ten Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)” of this Shareholders Meeting. Accordingly, the Company would like to revise theamount of compensation for Directors to be up to 410 million yen per year, of which up to 60 million yen peryear is for Outside Directors. As before, the amount of compensation for Directors will not include employee
salaries for Directors concurrently serving as employees.
This proposal was decided upon by the Board of Directors after consultation with the Advisory Committee
on nomination and compensation, while comprehensively taking into consideration the Company’s businessscale, the Director compensation system and compensation levels, the current number of Directors, future trends,
and more. Therefore, the Company believes that the content of this proposal is appropriate.
In addition, the policy for deciding the terms of compensation, etc. for individual Directors is as stated in“3. Status of Company Officers (4) Directors’ Compensation, etc. 1) Determination Policy for the Terms ofCompensation, etc. for Individual Directors” in the Business Report.
There are currently eleven Directors (excluding Directors who are Audit and Supervisory Committee
Members), of which two are Outside Directors, and if Proposal 2 “Election of Ten Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members)” is approved as originally proposed, there will
be ten Directors (excluding Directors who are Audit and Supervisory Committee Members), of which three are
Outside Directors.
The Audit and Supervisory Committee of the Company has concluded that this proposal is appropriate.

- 20 -