This document has been translated from the Japanese original for reference purposes only. In the event of Note: any discrepancy between this translated document and the Japanese original, the original shall prevail. To Shareholders with Voting Rights Securities Code: 3038 January 11, 2023 Hirokazu Numata President and Representative Director Kobe Bussan Co., Ltd. 125-1 Hirano, Kakogawa-cho, Kakogawa-shi, Hyogo
Notice of the 37th Annual General Meeting of Shareholders
We would like to express our appreciation for your continued support and patronage. We hereby inform you that the 37th Annual General Meeting of Shareholders of Kobe Bussan Co. Ltd. (the "Company") will be held as described below. In order to prevent the spread of COVID-19 infections, we encourage our shareholders to refrain from attending the meeting on the date of the event to the extent possible and exercise your voting rights in advance via the Internet, etc. or in writing. If you choose not to attend the meeting on the date of the event, please review the hereto attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 6:00 p.m. on Thursday, January 26, 2023, Japan time. The General Meeting of Shareholders requires registration for attendance in advance. If you prefer to attend the meeting in person, please read pages 5 and 6 of the Japanese original of this notice and make registration in advance. Please note that we will not provide souvenirs to attendees of the General Meeting of Shareholders. Thank you for your understanding and cooperation. Particulars 1. Date and Time: 2. Place: 3. Meeting Agenda Matters to be reported: 10:00 a.m., Friday, January 27, 2023 Banquet Hall Ohwada, 1st floor, South Building, Kobe Portopia Hotel 6-10-1 Minatojima Nakamachi, Chuo-ku, Kobe-shi, Hyogo 1. The Business Report, the Consolidated Financial Statements, and the Results of Audits of the Consolidated Financial Statements by Accounting Auditors and the Audit and Supervisory Committee for the 37th Fiscal Year (from November 1, 2021 to October 31, 2022) 2. The Non-consolidated Financial Statements for the 37th Fiscal Year (from November 1, 2021 to October 31, 2022) Matters to be resolved: Proposal No. 1 –   Partial Amendments to the Articles of Incorporation Proposal No. 2 –   Election of Six (6) Directors (excluding Directors Who are Audit and Supervisory Committee Members) Proposal No. 3 –   Approval for Issuance of Share Acquisition Rights as Stock Options for Directors (excluding Directors Who are Audit and Supervisory Committee Members and Outside Directors) and Employees of the Company as well as Directors and Employees of its Subsidiaries
4. Guide to the Exercise of Voting Rights
(1) When you exercise your voting rights in writing Please indicate your approval or disapproval of each proposal on the enclosed voting rights exercise form and return to arrive by the deadline specified on the previous page. (2) When you exercise your voting rights via the Internet, etc. Please read the Guide to the Exercise of Voting Rights via the Internet, etc. on pages 3 and 4 of the Japanese original of this notice, and enter your approval or disapproval of each proposal following the on-screen guidance by the deadline specified on the previous page. (3) When you have exercised your rights multiple times If you exercise your voting rights both in writing and via the Internet, etc., the exercise via the Internet, etc. will be treated as a valid exercise of voting rights. If you exercise your voting rights multiple times via the Internet, etc., the latest exercise will be treated as a valid exercise of voting rights. (4) When you have a proxy attend the meeting Please have the proxy present a written proof of his/her voting rights together with the voting rights exercise form at the reception desk of the venue. The proxy must be another shareholder of the Company who has voting rights as provided by the provisions of Article 16 of the Articles of Incorporation of the Company. Based on relevant laws and regulations and Article 15 of the Articles of Incorporation of the Company, following items are disclosed on the Company's website https://www.kobebussan.co.jp/ (available in Japanese only) and not included in the attachment to this notice. Consolidated Statements of Changes in Equity (i) Notes to Consolidated Financial Statements (ii) (iii)  Non-consolidated Statements of Changes in Equity (iv)  Notes to Non-consolidated Financial Statements Accordingly, the attachment of this notice is a part of Consolidated and Non-consolidated Financial Statements which Audit and Supervisory Committee and Accounting Auditors respectively audited to prepare audit reports and accounting audit reports. When you attend the meeting, please present the enclosed Voting Rights Exercise Form at the reception desk of the venue. Please note that any changes to the Reference Documents for the General Meeting of Shareholders, Business Report, and Consolidated and Non-consolidated Financial Statements will be posted on the Company's website https://www.kobebussan.co.jp/ (available in Japanese only).

Proposals and Reference Information
Proposal No. 1 – Partial Amendments to the Articles of Incorporation 1. Reasons for the amendments The amended 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) was enforced on September 1, 2022. Accordingly, upon the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows. (1) (2) (3) (4) The proposed Article 15, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically. The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it. The provision of the Internet disclosure and deemed provision of the reference materials for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted. Supplementary provisions related to the effectiveness of the above provision to be deleted shall be established. 2.
Details of the amendment

Proposal No. 2 – Election of Six (6) Directors (excluding Directors Who are Audit and Supervisory Committee Members) The term 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 expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of six (6) Directors. With regard to this proposal, the Audit and Supervisory Committee of the Company has determined that all candidates for Directors are qualified. The candidates for Directors are as follows.
Hirokazu Numata has engaged in the management of the entire Kobe Bussan Group as President and Representative Director of the Company since 2012. Since the appointment, he has streamlined the business portfolio to expand business and improve operational efficiency. As he has fulfilled his responsibilities by successfully expanding sales with appropriate management judgment, the Company believes that he is appropriate as Director of the Company.
and Representative Director of the Company since 2012. As he has fulfilled his responsibilities as the person in charge of administrative departments by streamlining and improving efficiency of operations, which enabled the Group to expand its business, the Company believes that he is appropriate as Director of the Company.
plants and food product manufacturing. He has committed himself to developing private label products manufactured by the Group's domestic plants, which drive our business growth with strong support from our
Satoshi Nishida has held positions including Manager, Yokohama Office, and Manager of various business departments. Based on a wealth of experience and knowledge accumulated from these positions, he has contributed to the business expansion and overseas business development of the Group. With his capability in business execution and promotion of business activities with a wide perspective, the Company believes that he is appropriate as Director of the Company.
Group's mainstay Gyomu Super FC Operation Department and FC Marketing Department belong to, and contributed to the expansion of the Gyomu Super Business. He has also launched a new business as Manager, Delicatessen Business Department. Accordingly, the Company believes that he is appropriate as Director of the Company, who manage the expansion of the Group's business. Notes: 1. None of the candidates for Directors has any special conflicts of interest with the Company. 2. The job titles are those at the time of appointment. 3. The Company has concluded a directors and officers liability insurance (the "D&O insurance") contract stipulated in Article 430-3, Paragraph (1) of the Companies Act with an insurance company, covering legal damages and litigation expenses to be borne by the insureds due to execution of their duties (excluding certain cases that fall under the exemptions stipulated in the insurance contract). The Company bears the D&O insurance premium in full. If the candidates are reelected, they will be included in the insureds of the D&O insurance contract. The contract period of the D&O insurance is one (1) year, and we plan to renew it with a resolution of the Board of Directors before the expiration of that period. (Reference)
Proposal No. 3 – Approval for Issuance of Share Acquisition Rights as Stock Options for Directors (excluding Directors Who are Audit and Supervisory Committee Members and Outside Directors) and Employees of the Company as well as Directors and Employees of its Subsidiaries Pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act, the Company hereby requests approval to delegate its authority to the Board of Directors to decide the subscription requirements for share acquisition rights to be issued as stock options under particularly favorable conditions to Directors (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors; hereinafter, the same shall apply in this proposal) and employees of the Company as well as directors and employees of its subsidiaries as described below. The purpose of issuing such share acquisition rights is to incentivize and raise awareness among them of contributing to improving the Group's business performance, thereby increasing its corporate value. At the 36th Annual General Meeting of Shareholders held on January 27, 2022, the amount of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members) of the Company was approved to be up to five hundred (500) million yen (including up to thirty (30) million yen for Outside Directors) per year. At the same shareholders' meeting, the maximum amount of cash to be contributed by the Company as funds to acquire shares of the Company during the initial trust period of about five (5) years under the Board Benefit Trust plan for Directors was separately approved to be four hundred (400) million yen in total, and has remained the same to date. In this proposal, the Company also seeks approval to grant share acquisition rights to up to six (6) Directors as remuneration, etc., separately from the aforementioned amounts of remuneration. The issuance of share acquisition rights to Directors of the Company falls under remuneration, etc. provided in Article 361, Paragraph 1, Item 4 of the Companies Act. Accordingly, the Company also asks for approval for the maximum number of share acquisition rights to be allotted to Directors and other matters specified in Article 98-3 of the Ordinance for Enforcement of the Companies Act. The reason for issuing share acquisition rights under particularly favorable conditions to Directors and employees of the Company as well as directors and employees of its subsidiaries and the details of such share acquisition rights are as describe below. Reason for the issuance of share acquisition rights under particularly favorable conditions 1. The Company will issue share acquisition rights without contribution to Directors and employees of the Company as well as directors and employees of its subsidiaries in order to incentivize and raise awareness among them of contributing to improving the Group's business performance, thereby improving its corporate value. We believe that it is appropriate to grant share acquisition rights to Directors of the Company as their remuneration as they are to be granted as stock options. The fair value of the share acquisition rights shall be calculated using the Black-Scholes Model based on various conditions on the date of allotment. The amount of share acquisition rights to be issued as remuneration for Directors shall be the fair value of each share acquisition right on the date of allotment multiplied by the total number of share acquisition rights to be allotted to Directors in office on that date. 2. Amount to be contributed for the share acquisition rights No cash payment shall be required for the share acquisition rights. Date of allotment of share acquisition rights 3. The decision shall be delegated to the Board of Directors of the Company. 4. Details of the share acquisition rights (1) Class and number of shares underlying the share acquisition rights The upper limit shall be 2,300,000 shares of common stock of the Company. In the case that the Company conducts a stock split or a stock consolidation, the number of underlying shares shall be adjusted in accordance with the formula outlined below. However, such adjustment shall be made for the number of shares underlying the share acquisition rights that have not been exercised at that point in time, and any fraction of less than one (1) share resulting from the adjustment shall be omitted. Number of shares Number of shares ×  Ratio of stock split or consolidation = after adjustment before adjustment In addition, in the event the Company engages in a merger, corporate split, share exchange or share transfer (hereinafter collectively, "Merger, etc."), makes a gratis allotment of shares, or any other events where adjustment of the number of underlying shares is required, the relevant number may be adjusted to a reasonable extent, taking into consideration the conditions of the Merger, etc. and gratis allotment of shares. (2) Total number of share acquisition rights The total number of shares acquisition rights shall be no more than 23,000, of which the number to be granted to Directors of the Company shall be up to 510. (The number of shares underlying each share acquisition right shall be 100 shares of common stock; provided, however, that if a share number adjustment set forth in (1) above is made, similar adjustment shall be applied.) The above number is the number scheduled to be allotted. If the total number of share acquisition rights to be allotted is decreased, such as in the case where any share acquisition rights have not been subscribed for, the total number of share acquisition rights to be allotted shall be the total number of share acquisition rights to be issued. (3) Value of assets to be contributed upon exercise of the share acquisition rights The type of assets to be contributed upon exercise of the share acquisition rights hall be cash, and the amount shall be calculated by multiplying the amount to be contributed per share upon exercise of the share acquisition rights (hereinafter, the "Exercise Price") by the number of shares underlying each share acquisition right. The Exercise Price shall be the closing price on the day on which the share acquisition rights are allotted (or the closing price on the day immediately preceding the allotment date, if it is a holiday or there are no transactions on that date). If the Company conducts a stock split or a stock consolidation of shares of its common stock, the Exercise Price shall be adjusted in accordance with the ratio of the stock split or consolidation using the following formula, and any fraction of less than one (1) yen resulting from the adjustment shall be rounded up.
Additionally, if the Company newly issues shares of common stock or disposes of its treasury shares at a price below the then-current market price (excluding (a) the sale of treasury shares pursuant to the provisions of Article 194 of the Companies Act (Demand for sale to holder of shares less than one (1) unit), (b) the conversion of securities to be or able to be converted into shares of common stock of the Company, and (c) the exercise of share acquisition rights (including those attached to bonds with share acquisition rights) that allow the holder to demand the issuance of shares of common stock of the Company), the Exercise Price shall be adjusted using the following formula, and any fraction of less than one (1) yen resulting from the adjustment shall be rounded up.
The "Number of shares outstanding" in the above formula shall be the total number of shares of common stock of the Company issued less the number of treasury shares of common stock owned by the Company, and in the case of disposition of treasury shares, the "Number of shares to be issued" shall be read as the "Number of treasury shares to be disposed of." Furthermore, if the Company engages in a Merger, etc., the Exercise Price may be adjusted to a reasonable extent, taking into consideration the conditions of gratis allotment of shares, etc. (4) Exercise period of the share acquisition rights The exercise period shall be from April 1, 2025 to October 31, 2031. (5) Matters concerning share capital and legal capital surplus to be increased in the event of the issuance of shares upon exercise of the share acquisition rights The amount of share capital to be increased through issuance of shares upon exercise of the share (i) acquisition rights shall be an amount equivalent to a half of the maximum amount of increase in share capital, etc., calculated in accordance with Article 17, Paragraph 1 of the Regulation on Corporate Accounting, and any fraction of less than one (1) yen resulting from the calculation shall be rounded up. (ii) The amount of legal capital surplus to be increased through issuance of shares upon exercise of the share acquisition rights shall be the amount obtained by subtracting the increase of share capital as provided in (i) above from the maximum amount of increase in share capital, etc. as also provided in (i) above. (6) Conditions for exercising the share acquisition rights A holder of the stock acquisition rights (a "Right Holder") must maintain the position of director, (i) corporate auditor, or employee of the Company, its subsidiaries or associates at the time of exercising the rights. However, this shall not apply to cases where a director or corporate auditor has retired at the expiration of his/her term of office, or an employee has retired upon reaching the retirement age. This shall not apply to cases where the Board of Directors of the Company deems that there is justifiable reason, either. (ii) The inheritance of the share acquisition rights shall not be permitted. (iii) Any other conditions for exercising the share acquisition rights shall be as provided for in the Share Acquisition Rights Allotment Agreement to be entered into between the Company and Right Holders based on the resolutions of the Board of Directors and this General Meeting of Shareholders. (7) Matters concerning acquisition of the share acquisition rights In the event that a Right Holder becomes no longer eligible to exercise his/her share acquisition rights (i) as prescribed in (6) above, the Company may acquire the share acquisition rights without contribution. (11) In the event that a proposal for the approval of a merger agreement under which the Company shall become a non-surviving company, or a proposal for the approval of a share exchange agreement or a share transfer plan under which the Company shall become a wholly-owned subsidiary of another company is approved at a General Meeting of Shareholders of the Company, the Company may acquire the share acquisition rights without contribution. (8) Restriction on transfer of the share acquisition rights Any acquisition of the share acquisition rights by transfer requires approval by a resolution of the Board of Directors of the Company. (9) Treatment of the share acquisition rights upon organizational restricting by the Company In the event that the agreement or plan document established upon an organizational restriction stipulates the issuance of share acquisition rights in stock companies as provided below, share acquisition rights in such stock companies shall be issued in accordance with the ratio of the organizational restructure. Merger (limited to cases where the Company shall become a non-surviving company) (i) Stock company which survives the merger or stock company incorporated as a result of the merger (ii)   Absorption-type corporate split Stock company which succeeds all or part of the rights and obligations related to the absorbed business of a company which conducts the absorption-type corporate split (iii)  Incorporation-type corporate split Stock company established as a result of the incorporation-type corporate split (iv)  Share exchange Stock company which acquires all of the shares issued by a company engages in the share exchange Share transfer (v) Stock company established as a result of the share transfer (10) Rounding down of fractions resulting from exercise of the share acquisition rights Any fractions of less than one (1) share included in the number of shares to be issued to Right Holders shall be omitted. (11) Matters concerning certificates of the share acquisition rights The Company shall not issue any certificates of the share acquisition rights. (12) Other details of the share acquisition rights Other details regarding the share acquisition rights shall be determined, together with other subscription requirements, at a meeting of the Board of Directors to be held in the future to resolve on the issuance of share acquisition rights for subscription.