This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

Securities Code: 2904
September 7, 2022
To Shareholders with Voting Rights:
Masahiro Nozaki
Representative Director, President & CEO
ICHIMASA KAMABOKO CO., LTD.
7-77 Tsushimaya, Higashi-ku, Niigata City,
Japan

Notice of the 58th Annual General Meeting of Shareholders
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to announce that the 58th Annual General Meeting of Shareholders of ICHIMASAKAMABOKO CO., LTD. (the “Company”) will be held as described below.
We have decided to hold this General Meeting of Shareholders after implementing appropriate
measures against COVID-19. To ensure the safety of all shareholders and prevent the further spreadof the virus, we request that you exercise your voting rights in advance, in writing or via the Internet
wherever possible.
If you agree to exercise your voting rights in advance, please review the attached Reference
Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on
Tuesday, September 27, 2022, Japan time in accordance with the instructions for exercising voting
rights on pages 5 and 6 of the Japanese version of this document.
1. Date and Time:
2. Venue:

Wednesday, September 28, 2022 at 10:00 a.m. Japan time
(Reception will open at 9:00 a.m.)
Head Office of ICHIMASA KAMABOKO CO., LTD., conference room on
the 2nd floor
7-77 Tsushimaya, Higashi-ku, Niigata City

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 58th fiscal year (July 1, 2021 to June 30, 2022) and resultsof audits by the Accounting Auditor and Audit and Supervisory
Committee of the Consolidated Financial Statements
2. Non-Consolidated Financial Statements for the Company’s 58th fiscal
year (July 1, 2021 to June 30, 2022)
Proposals to be resolved
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Six (6) Directors (excluding Directors who are Audit andProposal 3:
Supervisory Committee Members)

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

When attending the meeting, please submit the enclosed Voting Rights Exercise Form to the reception
desk.



Pursuant to laws and regulations and Article 16 of the Company’s Articles of Incorporation, thefollowing documents are posted on the Company’s website, and therefore they are not provided withthis Notice: Systems and Policies of the Company, Consolidated Statement of Changes in Equity,
Notes to Consolidated Financial Statements, Non-Consolidated Statement of Changes in Equity, andNotes to Non-Consolidated Financial Statements. The documents attached to this Notice are part ofthe Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements,
which have been audited by the Accounting Auditor and Audit and Supervisory Committee for theiraudit reports.



Any revisions to the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements, or Non-Consolidated Financial Statements will be posted online
on the Company’s website.

The English versions of this Notice and the Reference Documents for the General Meeting of
Shareholders are posted on the Company’s website.

The results of resolutions at the General Meeting of Shareholders will be posted online on the
Company’s website in lieu of sending a Notice of Resolutions.
The Company’s website:

https://corporate.ichimasa.co.jp/ir/stock/meeting/English translation:

https://corporate.ichimasa.co.jp/en/ir/stock/meeting/-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
The Company’s basic policy regarding the distribution of profits is to maintain stable dividends while
comprehensively considering financial results, payout ratios, future business development, and otherfactors. The proposal for the appropriation of surplus is as follows.
Items related to the year-end dividends
The Company proposes a year-end dividend of ¥12 per share.
(1) Type of dividend property
Cash(2) Items related to allotment of dividend property and total amount thereof
Dividend per common share of the Company: ¥12.00
Total payment: ¥222,298,944(3) Effective date of dividends of surplus
September 29, 2022

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Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) were enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended asfollows.
(1) The proposed Article 16, Paragraph 1 provides that information contained in the reference
documents for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference documents
for the general meeting of shareholders, etc. (Article 16 of the current Articles of Incorporation)
will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions shallbe established related to transitional measures.
2.

Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 16 The Company may, when convening
a general meeting of shareholders, deem that it
has provided information to shareholders
pertaining to matters to be described orindicated in the reference documents for thegeneral meeting of shareholders, business
report, non-consolidated financial statements,
and consolidated financial statements, bydisclosing such information through theinternet in accordance with the provisions
provided in the Ordinance of the Ministry ofJustice.
(Newly established)(Deleted)(Measures for Electronic Provision, Etc.)
Article 16 The Company shall, when convening
a general meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2 Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who
have requested it by the record date for voting
rights.
-4-Current Articles of Incorporation

Proposed Amendments(Newly established)(Supplementary provisions)
1. Article 16 (Internet Disclosure and Deemed
Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation shall remain
in force with respect to a general meeting ofshareholders to be held on a date within six
months from the date of enforcement of theamended provisions stipulated in the proviso
of Article 1 of the supplementary provisions of
the Act Partially Amending the Companies Act(Act No. 70 of 2019) (the “Effective Date”).
2. These supplementary provisions shall bedeleted after the lapse of six months from the
Effective Date or the lapse of three months
from the date of the general meeting ofshareholders set forth in the preceding
paragraph, whichever is later.

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Proposal 3: Election of Six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
The terms of office of all Directors (excluding Directors who are Audit and Supervisory Committee
Members; the same applies throughout this Proposal) will expire at the conclusion of this General Meetingof Shareholders. Accordingly, the Company proposes to elect six (6) Directors.
This Proposal was discussed by the Audit and Supervisory Committee, and there were no matters to note.
The candidates for Director are as follows.

No.

Name
(Age)

1

Masahiro Nozaki(Male)(64)

2

Masahiko Takizawa(Male)[Reappointment](68)[Reappointment]

Current positions and responsibilities at theCompany and significant concurrent
positions

Attendanceat Board of
Directors
Meetings

Representative Director, President & CEO
Representative Director and President,
ICHIMASA REIZO CO., LTD.

13/13
(100%)

Director, Vice President & Executive Officer,
and General Manager of Business
Administration Division

13/13(100%)

13/13(100%)

3

Masayuki Goto
(Male)(63)[Reappointment]

Director, Managing Executive Officer,
General Manager of Production Division,
General Manager of Production Department,
and General Manager of Bio Business
Division

4

Keiichi Oyanagi(Male)(61)[Reappointment]

Director, Managing Executive Officer, andGeneral Manager of Sales Division

13/13(100%)

5

Masaki Takashima(Male)(62)[Reappointment]

Director, Managing Executive Officer,
Deputy General Manager of Business
Administration Division, and General
Manager of Corporate Planning Department

13/13(100%)

Director
6

Masako Nakayama(Female)(52)[Reappointment][Outside][Independent]

President and Representative Director,
KITAC CORPORATION
Outside Director, SECOM JOSHINETSU
CO., LTD.

10/11(90.9%)[Reappointment] Candidate for reappointment as a Director[Outside]
Candidate for Outside Director[Independent]
Candidate for independent officer
Note: Attendance at Board of Directors Meetings for Ms. Masako Nakayama refers only to those meetings ofthe Board of Directors held since her appointment as a Director on September 28, 2021.

-6-

No.

Name
(Date of Birth, Age)

Masahiro Nozaki(February 5, 1958,
64 years old)
[Reappointment]

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
April 1981
September 1991
September 1997
September 1999
September 2021

Joined the Company
Director, General Manager of Sales Department
Managing Director, General Manager of Sales
Division
Representative Director and President
Representative Director, President & CEO(current position)

Number ofshares of theCompany held

523,120 shares[Significant Concurrent Positions]・[Attendance at Board of Representative Director and President, ICHIMASA REIZO CO.,
1
LTD.
Directors Meetings]
13/13 (100%)
There are no special interest relationships between the candidate andthe Company.
[Reason for nomination as a candidate for Director]
Mr. Masahiro Nozaki has extensive experience and wide-ranging knowledge as a business executive. He has
demonstrated leadership as the Company’s Chief Executive Officer and is well versed in various divisions,
including sales and marketing. Therefore, the Company believes that he is an appropriate person to execute theduties of the office and requests that he be reappointed as a Director.
July 2011
Joined the Company
Deputy General Manager of Administration
Department
September 2011 Director, General Manager of Administration
Department
Masahiko Takizawa September 2015 Managing Director, General Manager of(July 7, 1954,
Administration Department
Senior Managing Director
September
2017
68 years old)
September 2020 Director, Vice President, and General Manager of
3,000 sharesBusiness Administration Division[Reappointment]
September 2021 Director, Vice President & Executive Officer, andGeneral Manager of Business Administration[Attendance at Board of
Division (current position)2
Directors Meetings][Significant Concurrent Positions]
13/13 (100%)－
There are no special interest relationships between the candidate andthe Company.
[Reason for nomination as a candidate for Director]
Mr. Masahiko Takizawa has extensive experience and wide-ranging knowledge in various fields, including
corporate planning, human resources and financial affairs, and has demonstrated leadership as a member of theCompany’s management team. Therefore, the Company believes that he is an appropriate person to execute theduties of the office and requests that he be reappointed as a Director.

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No.

Name
(Date of Birth, Age)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
November 1985
July 2002
July 2012

September 2013
September 2019
Masayuki Goto
(October 26, 1958,
63 years old)
[Reappointment]
3

September 2020

September 2021

[Attendance at Board of
Directors Meetings]
June 2022
13/13 (100%)

Joined the Company
General Manager of the Headquarters Factory
Executive Officer, General Manager of Production
Management Department, and General Manager
of Product Development Department
Director, General Manager of Production
Management Department
Managing Director, General Manager of
Production Management Department, and General
Manager of Product Development Department
Managing Director, General Manager of
Production Technology Division, General
Manager of Production Department, and General
Manager of Bio Business Division
Director, Managing Executive Officer, General
Manager of Production Technology Division,
General Manager of Production Department, andGeneral Manager of Bio Business Division
Director, Managing Executive Officer, General
Manager of Production Division, General
Manager of Production Department, and General
Manager of Bio Business Division (current
position)

Number ofshares of theCompany held

7,000 shares[Significant Concurrent Positions]－
There are no special interest relationships between the candidate andthe Company.
[Reason for nomination as a candidate for Director]
Mr. Masayuki Goto has extensive experience in production and product development and has demonstrated
leadership in product safety and security in manufacturing and improvement of profitability. Therefore, theCompany believes that he is an appropriate person to execute the duties of the office and requests that he bereappointed as a Director.

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No.

Name
(Date of Birth, Age)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
April 1983
February 2006
July 2012
July 2015

Keiichi Oyanagi(February 7, 1961,
61 years old)

September 2016

September 2020

[Reappointment]
4 [Attendance at Board of March 2021
Directors Meetings]
September 2021
13/13 (100%)

Joined the Company
General Manager of Tokyo Branch Office
Executive Officer, General Manager of Tokyo
Branch Office
Executive Officer, General Manager of SalesManagement Department, and General Manager
of Tokyo Branch OfficeDirector, General Manager of Sales Management
Department, and General Manager of Tokyo
Branch Office
Managing Director, General Manager of Sales
Division, General Manager of Sales Promotion
Department, and General Manager of Tokyo
Branch Office
Managing Director, General Manager of Sales
Division
Director, Managing Executive Officer, andGeneral Manager of Sales Division (current
position)

Number ofshares of theCompany held

4,000 shares[Significant Concurrent Positions]－
There are no special interest relationships between the candidate andthe Company.
[Reason for nomination as a candidate for Director]
Mr. Keiichi Oyanagi has extensive experience in sales and has demonstrated leadership in customer sales
nationwide. Therefore, the Company believes that he is an appropriate person to execute the duties of the office
and requests that he be reappointed as a Director.

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No.

Name
(Date of Birth, Age)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
July 2016

Masaki Takashima(May 20, 1960,
62 years old)
[Reappointment]

September 2017
September 2021

Joined the Company
Executive Officer, General Manager of Corporate
Planning Department
Director, General Manager of Corporate Planning
Department
Director, Managing Executive Officer, Deputy
General Manager of Business Administration
Division, and General Manager of Corporate
Planning Department (current position)

Number ofshares of theCompany held

1,300 shares

5 [Attendance at Board of [Significant Concurrent Positions]
Directors Meetings]－
13/13 (100%)
There are no special interest relationships between the candidate andthe Company.
[Reason for nomination as a candidate for Director]
Mr. Masaki Takashima has extensive experience in corporate planning and has demonstrated leadership indevelopment of the Company’s medium-term business plans. Therefore, the Company believes that he is anappropriate person to execute the management strategies and requests that he be reappointed as a Director.
May 2006
Joined KITAC CORPORATION
January 2009
Director, General Manager of CG Solution Center,
KITAC CORPORATIONManaging Director, KITAC CORPORATION
January 2013
Masako Nakayama
January 2015
Senior Managing Director, KITAC(November 27, 1969,
CORPORATION
52 years old)
President and Representative Director, KITAC
January 2017
CORPORATION (current position)[Reappointment]
Outside Director, SECOM JOSHINETSU CO.,
June 2018
LTD. (current position)[Outside]
September
2021
Director, the Company (current position)[Independent]-

6 [Attendance at Board of [Significant Concurrent Positions]
Directors Meetings]
 President and Representative Director, KITAC CORPORATION
10/11 (90.9%)
 Outside Director, SECOM JOSHINETSU CO., LTD.
There are no special interest relationships between the candidate andthe Company.
[Reason for nomination as a candidate for Outside Director and expected role]
Ms. Masako Nakayama possesses knowledge and experience in corporate management as President andRepresentative Director of KITAC CORPORATION, and is appropriately fulfilling her duties and role at theCompany from an unbiased standpoint. Therefore, the Company requests that she be reappointed as a Director.
She will have served as an Outside Director of the Company for one (1) year at the conclusion of this General
Meeting of Shareholders.

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Notes: 1. Ms. Masako Nakayama meets the requirements for independent officers stipulated by the
Tokyo Stock Exchange and the Company’s own criteria for determining independence. She
has been designated as an independent officer, and this information has been submitted to theTokyo Stock Exchange.
2. The Company has concluded a liability limitation agreement with Ms. Masako Nakayama inaccordance with Article 427, Paragraph 1 of the Companies Act, and intends to continue thisliability limitation agreement with her if her reelection is approved.
3. The Company has entered into Directors and Officers liability insurance contract with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. If thecandidates for Director are elected and assume the office, they will become the insured under
this policy. The Company intends to renew the policy with the same provisions the next time
the policy is up for renewal.

- 11 -

[For Reference]
The Company has established the following Policies and Procedures for Appointment/Dismissal of Directors
and Nomination of Director Candidates.
Policies and Procedures for Appointment/Dismissal of Directors and Nomination of Director Candidates
In selecting and dismissing the Representative Director, appointing and dismissing Directors, and nominating
candidates for Director, the Company consults with the Board of Independent Outside Officers based onstandards for appointment and dismissal of Directors and receives its response, and then the Board of Directors
makes the decisions.
In nominating candidates for Outside Director, the Company, based on standards for appointment of Outside
Directors, selects candidates that meet the independence criteria of the Companies Act and Tokyo Stock
Exchange as well as the Company’s own criteria for determining independence and ensures that Independent
Outside Directors constitute at least one-third of the Board of Directors. The Company consults with the Boardof Independent Outside Officers on these matters and receives its response, and then the Board of Directors
makes the decisions.
Skills Matrix for Directors
Areas of experience (including experience as an Officer in charge) of Inside Directors (including candidates)
Name

Areas the Company specifically
expects Outside Directors(including candidates) to be
involved

Personnel
Manufacturing
Corporate
management

Management
strategy

Sales
Marketing

Legal affairs
Product

Technology

development

Financial
Human

ESG

research

Risk

resources

management

accounting

Corporate
management

Tax affairs

Legal affairs

Financial

Risk

accounting

management

Tax affairs

development

Directors who are not
Audit and Supervisory
Committee Members
Masahiro Nozaki(Reappointment)
Masahiko Takizawa(Reappointment)

●

●

●

●

●

Masayuki Goto
(Reappointment)●

Keiichi Oyanagi(Reappointment)
Masaki Takashima(Reappointment)

●

●

●

●

●

●
●

●

●

Masako Nakayama(Reappointment,
Outside)●●Directors who are
Audit and Supervisory
Committee Members
Kayoko Takayama●●

Keiji Sakai(Outside)●Hyoe Furukawa(Outside)●

Norio Yoshida(Outside)●- 12 -