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, 2021
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 57th 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 57th Annual General Meeting of Shareholders of Ichimasa
Kamaboko 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
Monday, September 27, 2021, Japan time in accordance with the instructions for exercising voting
rights on pages 5 and 6 of the Japanese version of this document.
Tuesday, September 28, 2021 at 10:00 a.m. Japan time
1. Date and Time:(Reception will open at 9:00 a.m.)
Head Office of Ichimasa Kamaboko Co., Ltd., conference room on the 2nd
2. Venue: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 57th fiscal year (July 1, 2020 to June 30, 2021) 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 57th fiscal
year (July 1, 2020 to June 30, 2021)
Proposals to be resolved
Appropriation of Surplus
Proposal 1:
Election of Six (6) Directors (excluding Directors who are Audit andProposal 2:
Supervisory Committee Members)
Election of Four (4) Directors who are Audit and Supervisory Committee
Proposal 3:
Members-1-

◼

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 (https://www.ichimasa.co.jp), andtherefore they are not provided with this 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, and Notes to Non-Consolidated Financial Statements. The documents
attached to this notice are part of the Business Report, Consolidated Financial Statements, and NonConsolidated Financial Statements, which have been audited by the Accounting Auditor and Audit
and Supervisory Committee for their audit 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 (https://www.ichimasa.co.jp).

◼

The English versions of this Notice and the Reference Documents for the General Meeting of
Shareholders are posted on the Company’s website (https://www.ichimasa.co.jp).

◼

The results of resolutions at the General Meeting of Shareholders will be posted online on the
Company’s website (https://www.ichimasa.co.jp) in lieu of sending a Notice of Resolutions.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
The Company’s basic policy regarding distribution of profits is to maintain stable dividends while
comprehensively considering financial results, payout ratios, future business development, and otherfactors. The proposal for appropriation of surplus is as follows.
Items related to the year-end dividends
The Company proposes a year-end dividend of ¥10 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: ¥10.00
Total payment: ¥185,249,120(3) Effective date of dividends of surplus
September 29, 2021

-3-

Proposal 2: 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(63)2Masahiko Takizawa[Reappointment](67)[Reappointment]

Current positions and responsibilities at theCompany and significant concurrent
positions

Attendanceat Board of
Directors
Meetings

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

14/14
(100%)

Director, Vice President, and General
Manager of Business Administration
Division

14/14(100%)

14/14(100%)

3

Masayuki Goto
(62)

[Reappointment]

Managing Director, General Manager of
Production Technology Division, General
Manager of Production Department, andGeneral Manager of Bio Business Division

4

Keiichi Oyanagi(60)[Reappointment]

Managing Director, General Manager ofSales Division

14/14(100%)

5

Masaki Takashima(61)[Reappointment]

Director, General Manager of Corporate
Planning Department

14/14(100%)

6

President and Representative Director,[New appointment]
Masako Nakayama
KITAC CORPORATION[Outside](51)
Outside Director, SECOM JOSHINETSU[Independent]CO., LTD.

- / - ( - %)

-4-

No.

Name
(Date of Birth, Age)

Masahiro Nozaki(February 5, 1958,
63 years old)

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

Number ofshares of theCompany held

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

523,120 shares[Significant Concurrent Positions]・Representative Director, President & CEO, ICHIMASA REIZO[Attendance at Board ofCO., LTD.
1
Directors Meetings]
14/14 (100%)
There are no special interest relationships between the candidate andthe Company.
[Reappointment]

2[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.
Joined the Company
July 2011
Deputy General Manager of Administration
Department
September 2011 Director, General Manager of Administration
Masahiko Takizawa
Department
September 2015 Managing Director, General Manager of(July 7, 1954,
Administration Department
67 years old)
September 2017 Senior Managing Director
September 2020 Director, Vice President, and General Manager of
3,000 shares[Reappointment]
Business Administration Division (current
position)[Attendance at Board of
Directors Meetings]
14/14 (100%)[Significant Concurrent Positions]－
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.

-5-

No.

Name
(Date of Birth, Age)

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

3

Masayuki Goto
(October 26, 1958,
62 years old)

September 2013

[Reappointment]

September 2020

[Attendance at Board of
Directors Meetings]
14/14 (100%)

September 2019

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 (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.
Joined the Company
April 1983
General Manager of Tokyo Branch OfficeFebruary 2006
July 2012
Executive Officer, General Manager of Tokyo
Branch Office
Executive Officer, General Manager of Sales
July 2015
Management Department, and General Manager
of Tokyo Branch OfficeKeiichi Oyanagi
September
2016
Director, General Manager of Sales Management(February 7, 1961,
Department, and General Manager of Tokyo
60 years old)
Branch Office
September 2020 Managing Director, General Manager of Sales
4,000 shares[Reappointment]
Division, General Manager of Sales Promotion
4
Department, and General Manager of Tokyo[Attendance at Board of
Branch OfficeDirectors Meetings] March 2021
Managing Director, General Manager of Sales
14/14 (100%)
Division (current position)[Significant Concurrent Positions]－
There are no special interest relationships between the candidate andthe Company.
[Reason for nomination as a candidate for Director]

-6-

No.

Number ofshares of theCompany held
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.
Name(Date of Birth, Age)

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

-7-

No.

Name
(Date of Birth, Age)

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

Masaki Takashima(May 20, 1960,
61 years old)

September 2017

Number ofshares of theCompany held

Joined the Company
Executive Officer, General Manager of Corporate
Planning Department
Director, General Manager of Corporate Planning
Department (current position)[Reappointment]

1,300 shares

5 [Attendance at Board of [Significant Concurrent Positions]
Directors Meetings]－
14/14 (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
Director, General Manager of CG Solution Center,
January 2009KITAC CORPORATION
Masako Nakayama January 2013
Managing Director, KITAC CORPORATION(November 27, 1969,
Senior Managing Director, KITAC
January 2015
51 years old)
CORPORATION
President and Representative Director, KITAC
January 2017
[New appointment]
CORPORATION (current position)[Outside][Independent]
6 [Attendance at Board of
Directors Meetings]- / - ( - %)-[Significant Concurrent Positions] President and Representative Director, KITAC CORPORATION
 Outside Director, SECOM JOSHINETSU CO., LTD.
There are no special interest relationships between the candidate andthe Company.

[Reason for nomination as a candidate for Director]
Ms. Masako Nakayama supervises all aspects of corporate management as President and Representative
Director of KITAC CORPORATION. Therefore, the Company believes that she will be able to utilize her
knowledge and experience in corporate management from an unbiased standpoint at the Company and requests
that she be appointed as a Director.

-8-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. If Ms.
Nakayama is appointed as proposed, she will be designated as an independent officer, and thisinformation will be submitted to the Tokyo Stock Exchange.
2. If Ms. Masako Nakayama is appointed as proposed, the Company plans to conclude a liability
limitation agreement in accordance with Article 427, Paragraph 1 of the Companies Act.
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.

-9-Proposal 3: Election of Four (4) Directors who are Audit and Supervisory Committee Members
The terms of office of all Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the Company proposes to elect four (4)Directors who are Audit and Supervisory Committee Members.
This proposal has been approved by the Audit and Supervisory Committee.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.

1

2

3

4

Current positions and responsibilities at
the Company and significant concurrent
positions

Name
(Age)

No.

Kayoko Takayama
(59)

[New
appointment]

Deputy General Manager of ESG
Promotion Department

Attendance atBoard of Directors
Meetings
Attendance at
Audit andSupervisory
Committee
Meetings- / - ( - %)- / - ( - %)Keiji Sakai(73)

Director (Audit and Supervisory
Committee Member)[Reappointment] Representative of Sakai Accounting[Outside]
Office[Independent] Outside Director, THE TAIKO BANK,
LTD. (Audit and Supervisory Committee
Member)11/14 (78%)
12/13 (92%)

Hyoe Furukawa(73)

Director (Audit and Supervisory[Reappointment]
Committee Member)[Outside]
Representative of Hyoe Furukawa Law[Independent]
Office12/14 (85%)
13/13 (100%)

Norio Yoshida(69)

Director (Audit and Supervisory
Committee Member)[Reappointment]
President and Representative Director,[Outside]
Niigata-Kubota Corporation[Independent]
Outside Director, Daiichi Kensetsu
Corporation

12/14 (85%)
13/13 (100%)- 10 -

No.

Name(Date of Birth, Age)

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

Kayoko Takayama(November 23, 1961,
59 years old)

April 1984
July 2013
July 2017[New appointment]

March 2019

Joined the Company
Manager of Purchasing Section
Assistant General Manager of CSR Promotion
OfficeAssistant General Manager of Corporate Planning
Department
Deputy General Manager of ESG Promotion
Department (current position)

March 2021
[Attendance at Board of
Directors Meetings][Significant Concurrent Positions]- / - ( - %)－Number ofshares of theCompany held

1,500 shares

1[Attendance at Audit
and Supervisory
Committee Meetings]- / - ( - %)There are no special interest relationships between the candidate andthe Company.

[Reason for nomination as a candidate for Director who is an Audit and Supervisory Committee Member]
Ms. Kayoko Takayama has extensive experience in all aspects of the Company’s administration, including
quality assurance, production management, and ESG. Therefore, the Company believes that she willappropriately carry out the duties and roles of auditing and supervising the Company’s business execution andrequests that she be appointed as a Director who is an Audit and Supervisory Committee Member.
Registered as a Certified Public Accountant
March 1977
Keiji Sakai
Established Sakai Accounting Office (currently inMarch 1985
(May 28, 1948,
business)
73 years old)
October 1994
Representative Partner, Tohmatsu & Co.
(currently Deloitte Touche Tohmatsu LLC)
June
2007
Chairman, The Japanese Institute of Certified[Reappointment]
Public Accountants Niigata[Outside]
September
2012
Auditor, the Company[Independent]
September 2015 Director (Audit and Supervisory Committee
Member) (current position)[Attendance at Board of
Directors Meetings] [Significant Concurrent Positions]
11/14 (78%)
・Representative of Sakai Accounting Office2[Attendance at Audit
and Supervisory
Committee Meetings]
12/13 (92%)

・Outside Director, THE TAIKO BANK, LTD. (Audit andSupervisory Committee Member)
There are no special interest relationships between the candidate andthe Company.

[Reason for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee Member
and expected roles]
Mr. Keiji Sakai, as a certified public accountant, is an expert in corporate accounting. He possesses specialized
knowledge and extensive experience and appropriately carries out the duties and roles of the office at theCompany. Therefore, the Company requests that he be reappointed as an Outside Director who is an Audit andSupervisory Committee Member.
He will have served as an Outside Director who is an Audit and Supervisory Committee Member for six
years at the conclusion of this General Meeting of Shareholders.
Mr. Sakai does not participate in company management in any way other than as an Outside Director, but
we have determined that he is capable of appropriately carrying out the duties of an Outside Director for thereason stated above.

- 11 -

No.

Name(Date of Birth, Age)

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

Hyoe Furukawa(March 5, 1948,
73 years old)

April 1975
May 1977
September 2015

[Reappointment][Outside][Independent]

Registered as an attorney
Established Hyoe Furukawa Law Office (currently
in business)
Director (Audit and Supervisory Committee
Member), the Company (current position)[Significant Concurrent Positions]・Representative of Hyoe Furukawa Law Office[Attendance at Boardof Directors Meetings] There are no special interest relationships between the candidate andthe Company.
12/14 (85%)

3

Number ofshares of theCompany held-

[Attendance at Audit
and Supervisory
Committee Meetings]
13/13 (100%)[Reason for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee Member
and expected roles]
Mr. Hyoe Furukawa, as an attorney, is an expert in corporate legal affairs. He possesses specialized knowledge
and extensive experience and appropriately carries out the duties and roles of the office at the Company.
Therefore, the Company requests that he be reappointed as an Outside Director who is an Audit and Supervisory
Committee Member.
He will have served as an Outside Director who is an Audit and Supervisory Committee Member for six
years at the conclusion of this General Meeting of Shareholders.
Mr. Furukawa does not participate in company management in any way other than as an Outside Director,
but we have determined that he is capable of appropriately carrying out the duties of an Outside Director for thereason stated above.

- 12 -

No.

Name(Date of Birth, Age)
Norio Yoshida(June 22, 1952,
69 years old)
[Reappointment][Outside][Independent]

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
November 1983
February 1994
March 1997
March 2000
January 2002

Number ofshares of theCompany held

Joined Niigata-Kubota Corporation
Director and Deputy General Manager of Sales
Division, Niigata-Kubota Corporation
Managing Director and General Manager of Sales
Division, Niigata-Kubota Corporation
Senior Managing Director and General Manager
of Sales Division, Niigata-Kubota Corporation
President and Representative Director, NiigataKubota Corporation (current position)
Director (Audit and Supervisory Committee
Member), the Company (current position)

September 2017
[Attendance at Boardof Directors Meetings] [Significant Concurrent Positions]
12/14 (85%)
・President and Representative Director, Niigata-Kubota Corporation
4-・Outside Director, Daiichi Kensetsu Corporation[Attendance at Audit
and Supervisory
There are no special interest relationships between the candidate andCommittee Meetings]
the Company.
13/13 (100%)[Reason for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee Member
and expected roles]
Mr. Norio Yoshida has extensive knowledge and experience in corporate management as President andRepresentative Director of Niigata-Kubota Corporation, and appropriately carries out the duties and roles of theoffice from an unbiased standpoint at the Company. Therefore, the Company requests that he be reappointed as
an Outside Director who is an Audit and Supervisory Committee Member.
He will have served as an Outside Director who is an Audit and Supervisory Committee Member for four
years at the conclusion of this General Meeting of Shareholders.

Notes: 1. Messrs. Keiji Sakai, Hyoe Furukawa, and Norio Yoshida are candidates for Outside Director.
2. Messrs. Keiji Sakai, Hyoe Furukawa, and Norio Yoshida meet the requirements forindependent officers stipulated by the Tokyo Stock Exchange and the Company’s own criteria
for determining independence. The three candidates have therefore been designated as
independent officers, and this information has been submitted to the Tokyo Stock Exchange.
3. The Company has concluded liability limitation agreements with Messrs. Keiji Sakai, Hyoe
Furukawa, and Norio Yoshida in accordance with Article 427, Paragraph 1 of the Companies
Act. If reappointment of the three candidates is approved, the Company intends to maintainliability limitation agreements with them. The Company intends to conclude an equivalentliability limitation agreement with Ms. Kayoko Takayama if she is elected as proposed.
4. 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 each become the insured
under this policy. The Company intends to renew the policy with the same provisions the nexttime the policy is up for renewal.

- 13 -

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

Areas of experience of candidates for Inside Director (including Officers in charge)
Name

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(New appointment,
Outside)●●Directors who are
Audit and Supervisory
Committee Members
Kayoko Takayama(New appointment)●●

Keiji Sakai(Reappointment,
Outside)●Hyoe Furukawa(Reappointment,
Outside)●Norio Yoshida(Reappointment,
Outside)●- 14 -