This document has been translated and summarized from the Japanese original for reference purposes only. In the event of any discrepancy between the translated version and the Japanese original, the original version shall prevail. The Company assumes no responsibility for this translation or for any direct, indirect or any other form of damage arising from the translation. (Securities  code:  2692) June 1, 2020 To Shareholders with Voting Rights: Hitoshi Okamoto President & CEO ITOCHU-SHOKUHIN Co., Ltd. 2-2-22 Shiromi, Chuo-ku, Osaka-shi, Osaka, Japan
NOTICE OF THE 102nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders: We would like to express our appreciation for your continued support and patronage. You are hereby notified of the 102nd Annual General Meeting of Shareholders of ITOCHU-SHOKUHIN Co., Ltd. (the "Company"). The meeting will be held for the purpose as described below. Additionally, you can exercise your voting rights in writing or via the Internet. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights no later than 5:30 p.m. on Wednesday, June 17, 2020, Japan time. 1.  Date and Time: 2. Place: Thursday, June 18, 2020 at 10:30 a.m. Japan Time International Conference Hall, 7F of the Osaka Chamber of Commerce and Industry located at 2-8, Honmachibashi, Chuo-ku, Osaka-shi 3.   Meeting Agenda: Matters to be reported: 1 .  The Business Report, Consolidated Financial Statements for the Company's 102nd Fiscal Year (April 1, 2019 - March 31, 2020) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements 2. Non-consolidated Financial Statements of the Company's 102nd Fiscal Year (April 1, 2019 - March 31, 2020) Proposals to be resolved: Proposal 1: Proposal 2: Proposal 3: Distribution of Surplus Election of Nine (9) Directors Election of Three (3) Corporate Auditors ● In order to prevent the spread of the novel coronavirus disease (COVID-19), we will omit the detailed explanation of the matters to be reported and the proposals at the meeting so as to shorten the meeting time. In addition, the venue and start time of the meeting may have to be changed depending on conditions. In that case, such changes will be posted on the Company's website ( https://www.itochu-shokuhin.com/ ). ● Of the matters to be included in this notice, pursuant to laws and regulations and provisions of Article 18 of the Company's Articles of Incorporation, "Consolidated Statements of Changes in Equity" and "Notes to the Consolidated Financial Statements" of the Consolidated Financial Statements, as well as "Non-consolidated Statements of Changes in Equity" and "Notes to the Non-consolidated Financial Statements" of the Non-consolidated Financial Statements are disclosed on the Company's website (https://www.itochu-shokuhin.com/). Therefore, such information is omitted in this notice and its attached documents. ● If any revision is made to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements, etc., the Company will post the revised material on its website (https://www.itochu-shokuhin.com/).
You may exercise your voting rights by either of the methods below. Attending the General Meeting of Shareholders Please bring this notice with you and submit the enclosed Voting Rights Exercise Form at the reception. Exercising voting rights in writing Please indicate your approval or disapproval of each of the proposals Rights the enclosed Voting on Exercise Form and return it so that it arrives no later than the voting deadline.
with a computer or a smartphone and indicate your approval or disapproval of each of the proposals by following the instructions on the screen. See details on the next page. Website for exercising voting rights https://www.web54.net (Japanese only) Date of the General Meeting of
10:30 a.m. Precautions When Exercising Voting Rights via the Internet If you exercise your voting rights multiple times, the last vote that arrives at the Company will be deemed valid. If you exercise your voting rights both by writing and via the Internet, and they arrive at the Company on the same date, the vote placed via the Internet will be deemed valid. Please contact below if you have any inquiries on how to operate your computer, etc. when exercising your voting rights (1) via the Internet.
Sumitomo Mitsui Trust Bank, Limited, Stock Transfer Agency Web Support Hotline
For inquiries on matters other than (1) above, such as address and number of shares, please contact below. (2) Shareholders with an account at a securities firm 1. Please contact the securities firm with whom you have an account. 2. Shareholders without an account at a securities firm (shareholders with a special account) Sumitomo Mitsui Trust Bank, Limited, Stock Transfer Agency 0120-782-031 Department
For Institutional Investors In addition to the exercise of voting rights via the Internet as described above, institutional investors may use the Electronic Voting System Platform operated by ICJ, Inc.
Proposal 1: Distribution of Surplus The Company recognizes return of profits to shareholders as the most important management policies. With regard to dividends, we intend to pay stable and continuous dividends with a view to improving the level of shareholder returns. We will allocate internal reserves to investments in logistics reorganization, system development, as well as in exploring new business opportunities in order to further enhance corporate value. Under this policy, the Company proposes to pay a year-end dividend for the 102nd fiscal year and distribute other surplus as described below. 1. (1) Matters regarding year-end dividend Type of dividend property Cash (2) Matters related to the allocation of dividend property and its total amount 37.50 yen per common share of the Company Total 475,775,738 yen Combined with the interim dividend of 37.50 yen already paid out, the annual dividend for the fiscal year will be 75 yen per share. (3) Date the distribution of surplus comes into effect June 19, 2020 2. Matters regarding distribution of other surplus (1) Surplus item to be increased and the amount thereof General reserves 2,600,000 yen (2) Surplus item to be decreased and the amount thereof Retained earnings brought forward   2,600,000,000 yen Proposal 2: Election of Nine (9) Directors The terms of office of all ten (10) Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of nine (9) Directors, including three (3) Outside Directors, is proposed, by decreasing one (1) Director in order to sustainably enhance the Company's corporate value and respond flexibly to changes in the business environment. If this proposal is approved as originally proposed, one-third of the Company's Directors will be Outside Directors.
2. Mr. Ken Hashimoto, Mr. Yasuyuki Miyasaka, and Ms. Takako Okuda are candidates for Outside Director. 3. Mr. Ken Hashimoto will have served as Outside Director for four (4) years at the conclusion of this General Meeting of Shareholders. 4. Mr. Yasuyuki Miyasaka will have served as Outside Director for two (2) years at the conclusion of this General Meeting of Shareholders. 5. Ms. Takako Okuda will have served as Outside Director for one (1) year at the conclusion of this General Meeting of Shareholders. 6. Mr. Hitoshi Okamoto has served as a business executor of ITOCHU Corporation, with which the Company has important business relationship. His positions and responsibilities in the past five (5) years as a business executor of the company are as stated in the career summary on page 6. 7. Mr. Koichi Kawaguchi has served as a business executor of ITOCHU Corporation, with which the Company has important business relationship. His positions and responsibilities in the past five (5) years up until now as a business executor and a corporate officer of the companies which the Company has important business relationships with, including ITOCHU Corporation, are stated in the career summary on page 6. He has also served in the past five (5) years as a corporate officer of PT. BHIMASENA POWER INDONESIA, with which the Company has important business relationships. 8. Mr. Satoshi Nakajima has served as a business executor of ITOCHU Corporation, with which the Company has important business relationship. His positions and responsibilities in the past five (5) years up until now as a business executor and a corporate officer of the companies which the Company has important business relationships with, including ITOCHU Corporation, are stated in the career summary on page 8. He has also served in the past five (5) years as a corporate officer of C.I. TAKIRON Corporation and ITOCHU ENEX CO., LTD., with which the Company has important business relationship. 9. Mr. Takeshi Hagiwara has served as a business executor of ITOCHU Corporation, with which the Company has important business relationship. His positions and responsibilities in the past five (5) years up until now as a business executor and a corporate officer of the companies which the Company has important business relationships with, including ITOCHU Corporation, are stated in the career summary on page 8. 10. Outline of the contents of liability limitation agreement Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act., the Company has entered into agreements with Mr. Ken Hashimoto, Mr. Yasuyuki Miyasaka, and Ms. Takako Okuda to limit their liability for damages specified in Article 423, paragraph (1) of the said Act. The maximum amount of liability under the agreements shall be the minimum amount stipulated in Article 425, paragraph (1) of the said Act, provided that the relevant Director has performed his/her duties in good faith and without gross negligence. If these candidates are re-elected at this General Meeting of Shareholders, the Company will continue above agreements. The Company has entered into the same agreement with Mr. Takeshi Hagiwara to limit his liability as a Corporate Auditor. If he is selected as Director, the Company will newly enter into the same agreement with him as Director.
Proposal 3:
Election of Three (3) Corporate Auditors
The terms of office of Corporate Auditors Takeshi Hagiwara, Arichika Ota, and Kensuke Masuoka will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of three (3) Corporate Auditors, including two (2) Outside Corporate Auditors, is proposed in order to further enhance corporate governance and maintain an appropriate and effective audit system. If this Proposal is approved as originally proposed, the number of Corporate Auditors of the Company will be four (4), including three (3) Outside Corporate Auditors. The approval of the Board of Corporate Auditors has been obtained regarding this Proposal. The names and career summary of candidates for Corporate Auditor are as follows.
2. Mr. Kensuke Masuoka and Mr. Shinichiro Yamaoka are candidates for Outside Corporate Auditor. 3. Mr. Kensuke Masuoka will have served as Outside Corporate Auditor for thirteen (13) years and six (6) months at the conclusion of this General Meeting of Shareholders. 4. Mr. Hideaki Nagashima has served as a business executor of ITOCHU Corporation, with which the Company has important business relationship. His positions and responsibilities in the past five (5) years up until now as a business executor and a corporate officer of the companies which the Company has important business relationships with, including ITOCHU Corporation, are stated in the career summary on page 13. He has also served in the past five (5) years as a corporate officer of SUNCALL CORPORATION, ITOCHU SysTech Corporation, and Century Medical, Inc., with which the Company has important business relationships. 5. Outline of the contents of liability limitation agreement Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act., the Company has entered into agreement with Mr. Kensuke Masuoka to limit his liability for damages specified in Article 423, paragraph (1) of the said Act. The maximum amount of liability under the agreement shall be the minimum amount stipulated in Article 425, paragraph (1) of the said Act, provided that the relevant Corporate Auditor has performed his duties in good faith and without gross negligence. If he is re-elected at this General Meeting of Shareholders, the Company will continue the above agreement. If Mr. Hideaki Nagashima and Mr. Shinichiro Yamaoka are elected, the Company will enter into the same agreements with them to limit their liabilities.
Reference
Independence Criteria for Outside Directors and Outside Corporate Auditors
The Company has established independence criteria for Outside Officers, as described below, for the purpose of objectively determining independence of Outside Directors and Outside Corporate Auditors (hereinafter, "Outside Officers"). The Company determines that an Outside Officer is independent of the Company if the person meets the requirements for Independent Officers stipulated by Tokyo Stock Exchange, Inc. and does not fall under any of the criteria below. 1) A person who is a major business partner of the Company (including consolidated subsidiaries of the Company, hereinafter the same shall apply) (If the partner is an incorporated entity, a business executor of the incorporated entity) 2) A person whose major business partner is the Company (If the partner is an incorporated entity, a business executor of the incorporated entity) 3) A major shareholder of the Company (if the shareholder is an incorporated entity, a person who was a business executor of the incorporated entity) 4) A business executor of an incorporated entity of which the Company is a major shareholder 5) An attorney-at-law, certified public accountant, tax accountant, or other consultant who receives cash or other financial benefits from the Company in an amount that exceeds a certain amount, other than remuneration for Directors/Corporate Auditors 6) A person who receives donations or grants from the Company in an amount that exceeds a certain amount (If the person who receives the donations or grants is an organization, such as an incorporated entity, union, or other organization, a business executor of the organization) 7) If Executive Director or Standing Corporate Auditor of the Company concurrently serves as an outside director or an outside corporate auditor of another company, a business executor of such company 8) A spouse or a second-degree relative of Director, Corporate Auditor, Executive Officer, or other significant employee of the Company 9) A person who has fallen under any of the paragraphs 1 through 8 above in the past ten (10) years 10) Notwithstanding the provisions of the preceding paragraphs, a person who is reasonably judged to have a potential conflict of interest with general shareholders