ピックルスコーポレーション（2925） – Notice of the 46th Annual General Meeting of Shareholders

The transition to a holding company structure described in this document involves securities of a Japanese company. The offer is subject to disclosure requirements of Japan that are different from those of the United States. Financial information included in this document, if any, was excerpted from financial statements prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in Japan and some or all of its officers and directors reside outside of the United States. You may not be able to sue a Japanese company or its officers or directors in a Japanese court for violations of the U.S. securities laws. It may be difficult to compel a Japanese company and its affiliates to subject themselves to a U.S. court’s judgment. You should be aware that the issuer may purchase securities otherwise than in connection with the transition to a holding company structure, such as in the open market or through privately negotiated purchases. This document has been translated from the Japanese-language original for reference purposes only. In the event of any conflict or discrepancy between this document and the Japanese-language original, the Japanese-language original shall prevail in all respects. (TRANSLATION) To shareholders with Voting Rights: Securities Code: 2925 May 10, 2022 PICKLES CORPORATION 7-8, Higashisumiyoshi, Saitama, Japan Masahiro Miyamoto President and Representative Director Tokorozawa-shi, Notice of the 46th Annual General Meeting of Shareholders Dear Shareholders: We would like to express our appreciation for your continued support and patronage. We hereby inform you that that the Company’s 46th Annual General Meeting of Shareholders (“this AGM”) will be held as described below. As there are still no signs for COVID-19 to end, for the purposes of preventing the spread of infection and ensuring safety of the shareholders, we encourage shareholders to refrain from coming to the meeting venue for this year, and instead exercise your voting rights in writing or through the internet etc. We kindly ask the shareholders to review the Reference Documents for this AGM and exercise your voting rights no later than by 6:00 p.m. on May 25, 2022 (Wednesday) in accordance with the instructions set forth on pages 3 to 4. Sincerely 1. 2. 3. Date and Time: Location: The Square, Muse Tokorozawa Civic Cultural Center, 10:00 a.m. on Thursday, May 26, 2022 (Reception opens from 9:30 a.m.) Purposes: Items to be reported: 1-9-1, Namiki, Tokorozawa-shi, Saitama, Japan 1. The Business Report, the Consolidated Financial Statements for the 46th fiscal year (from March 1, 2021 to February 28, 2022), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board 2. Non-consolidated Financial Statements for the Company’s 46th Fiscal Year (from March 1, 2021 to February 28, 2022) Items for approval: Item No. 1: Appropriation of surplus Item No. 2: Partial amendment of the Articles of Incorporation Item No. 3: Approval of the share transfer plan ―1― End * If you are attending this AGM at the venue, please submit the enclosed voting card to the receptionist. * Among the documents that are required to be attached to this notice, the below matters are posted on the internet on our website (https://www.pickles.co.jp/) pursuant to laws and regulations and Article 15 of the Articles of Incorporation of the Company and therefore are not included in this notice. 1. Matters concerning stock acquisition rights 2. System to ensure the appropriateness of business operations and the operating status of such system 3. Basic policy regarding the control of the company 4. Consolidated statement of changes in equity 5. Non-consolidated statement of changes in equity 6. Notes to consolidated financial statements 7. Notes to Non-consolidated financial statements * If any changes are made to the reference documents for this AGM, and the business report, non-consolidated financial statements, and consolidated financial statements, the revised version will be posted on the Company’s website (https://www.pickles.co.jp/). To prevent the spread of COVID-19, we encourage you to refrain from coming to the venue of the meeting for your safety and security, and instead exercise voting rights in writing or through the internet. For the shareholders who are considering attending this AGM in person, please check the situation of infection of COVID-19 as of the date of this AGM and check your health conditions. For the shareholders who are attending this AGM in person, please wear a mask to prevent infection. We are reducing the number of seats in the room of this AGM this year to prevent the spread of the infection. You may not enter the room if all seats are occupied and we ask for your understanding. We may assume other measures to prevent the spread of the infection in which case we shall ask for your cooperation. If we make any major changes in the administration of this AGM due to the future situation, we shall announce such changes on the internet on the Company’s website (https://www.pickles.co.jp/). Please note that gifts for shareholders who attend this AGM at the venue of the meeting will not be provided and we deeply appreciate your understanding. ―2― ―3― ―4― Reference Documents for this AGM Items for Approval and Reference Information Item No. 1 Appropriation of surplus The Company’s basic policy is to continuously pay dividends in a stable manner, while retaining necessary reserves for future business development and for reinforcing the managerial structure. Pursuant to this policy, the Company proposes to pay JPY 20.00 per share (which is equivalent to JPY 40.00 per share before the stock split) as year-end dividend for this period, which is an increase in dividends of JPY2.50 per share (which is an increase of JPY 5 in dividends compared to the dividend before the stock split). Matters concerning the year-end dividend 1. Type of dividend assets: Cash 2. Matters concerning allotment of dividend assets to the shareholders and the total amount thereof: JPY 20.00 per common share of the Company Total amount: JPY 257,168,600 (Note) The company conducted a 2 for 1 stock split for its common shares on September 1, 2021. 3. Effective date of dividend of surplus: May 27, 2022 (Reference) Annual dividend per share (Unit: JPY) ―5― *The Company conducted a 2 for 1 stock split for its common shares on September 1, 2021. Accordingly, the annual dividends per share is indicated on the assumption that this stock split was conducted at the beginning of 42nd fiscal year. ―6― Item No. 2 Partial amendment of the Articles of Incorporation 1. Reasons for the amendment The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “Act on Partial Amendment of the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022. The Company will therefore amend its Articles of Incorporation as follows to prepare to introduce the system for electronic provision of materials for the general meeting of shareholders. (1) The proposed Article 15, Paragraph 1 shall stipulate that the Company shall assume measures to electronically provide information that is contained in the reference materials for the general meeting of shareholders, etc. (2) The proposed Article 15, Paragraph 2 shall stipulate on the limitation of scope of matters to be indicated in the documents to be issued to the shareholders who request to receive delivery of documents. (3) The existing Article 15, which provides for internet disclosure and deemed provision of reference document for the general meeting of shareholders, etc., shall become unnecessary and therefore shall be deleted. (4) Supplementary provision concerning the effective date of the amendments etc., shall be added accompanying the above additions and deletion. Before amendment After amendment (The amendments are underlined.) 2. Contents of changes The contents of changes are as follows. Article 15 (Internet disclosure and deemed provision of reference document for the general meeting of shareholders, etc.) When convening a general meeting shareholders, the Company may be deemed to have provided its shareholders with information that must be stated or indicated in the referential materials for the general meeting of shareholders, business report, non-consolidated financial statements, and ―7― (Deleted) consolidated financial statements by disclosing such information on the internet in accordance with the stipulations of the Ordinance of the Ministry of Justice. (New) (New) Article 15 (Measures for electronic provision, etc.) 1. When convening a general meeting of shareholders, the Company shall electronically provide information that is contained in the reference document for the general meeting of shareholders, etc. 2. The Company may choose not to state, among the matters which is electronically provided, all or part of the matters specified in the Ordinance of the Ministry of Justice, in a document to be issued to a shareholder who requested for delivery of the documents by the record date of the voting rights. (Supplementary Provisions) 1. The amended Article 15 of the Articles of Incorporation shall take effect on September 1, 2022 (the “Enforcement Date”) which is the date of enforcement of the amendment provisions in the proviso of Article 1 of the Supplementary Provisions of the Act to Partially Amend the Companies Act (Act No. 70 of 2019). 2. Notwithstanding the provisions of the preceding paragraph, Article 15 (Internet disclosure and deemed provision of reference document for the general meeting of shareholders, etc.) of the Articles of Incorporation shall remain in effect with respect to any general meeting of shareholders for which the date of such general meeting of shareholders falls within six months ―8― from the Enforcement Date. 3. These Supplementary Provisions shall be deleted on the later of the day after six months have elapsed from the Enforcement Date or the day after three months have elapsed from the date of the general meeting of shareholders in the preceding paragraph. ―9― Item No. 3 Approval of the share transfer plan The Company formulated a share transfer plan (the “Share Transfer Plan”) to incorporate “PICKLES HOLDINGS CO., LTD.,” which shall be a pure holding company (wholly-owning parent company) (the “Holding Company”) through a sole share transfer (the “Share Transfer”), in which the Company shall be its wholly owned subsidiary, scheduled to become effective on September 1, 2022 (tentative date). The Share Transfer Plan was resolved at the meeting of the Board of Directors of the Company held on April 13, 2022. The purpose of this proposal is to obtain shareholders’ approval on the Share Transfer Plan. The reasons for conducting the Share Transfer and the contents of the Share Transfer Plan, etc., are as follows. 1. Reasons and objectives for conducting a share transfer The Company, since its incorporation in 1977, has been manufacturing products favored by all consumers, mainly lightly-pickled vegetables and kimchi. We have also added side dish products to our proud line-up of products that have been supported by consumers over long years such as “Kimchi, the good complement to rice.” In the recent years, in addition to our existing business, we have been developing new businesses such as our EC business to sell health-conscious products that utilize our unique Pne-12 lactic acid bacteria and deeply-pickled vegetables, our restaurant and retail business, and our agriculture business. In such business environment, the first objective of transition to a holding company structure is to reinforce the strategy and planning function to manage the group, which shall include conducting M&A and developing new business, and thereby optimize the allocation of managerial resources within the Company group. The second objective is, by separating the supervisory function and business execution function, to clarify the roles and responsibilities between the holding company and operating companies, and thereby organize a system that allows each of the operating companies to make quick decisions, adapt to social changes quickly and attempt to reinforce the group’s competitive power. The Company’s shares will be delisted accompanying the Share Transfer, however, the shares of the Holding Company to be newly incorporated are scheduled to be newly listed on the Tokyo Stock Exchange Prime Market. The listing date is scheduled on September 1, 2022 which is the date of registering the incorporation of the Holding Company (and the effective date of the Share Transfer), however, that this date is subject to change depending on the progress in screening by the Tokyo Stock Exchange. ―10― 2. The contents of the Share Transfer Plan The contents of the Share Transfer Plan are as set forth in the below “Share Transfer Plan (copy).” In addition, exhibits 2 through 17 in Article 5 of the “Share Transfer Plan (copy)” are included in the “46th Annual General Meeting of Shareholders Reference Documents for the General Meeting of Shareholders .” ―11― Share Transfer Plan (Copy) PICKLES CORPORATION (the “Company”) shall stipulate its share transfer plan (“this Plan”) as follows to conduct share transfer (the “Share Transfer”) for the purpose of incorporating a wholly-owning parent company to the share transfer (the “NewCo”), and for the Company to become its wholly-owned subsidiary to the share transfer. Article 1 (Purpose, trade name, location of head office, total number of authorized shares, and other matters set forth in the Articles of Incorporation of the NewCo) 1. Purpose, trade name, location of head office, and total number of authorized shares with respect to the NewCo shall be as follows. The purpose of the NewCo shall be as indicated in Article 2 of its Articles of Incorporation (1) Purpose attached as Exhibit 1. (2) Trade name (3) Location of head office The trade name of the NewCo shall be “Kabushiki Kaisha Pickles Holdings” in Japanese which shall be expressed as “PICKLES HOLDINGS CO., LTD.” in English. The head office of the NewCo shall be located in Tokorozawa-shi, Saitama, and the address of the head office shall be 7-8, Higashisumiyoshi, Tokorozawa-shi, Saitama. (4) Total number of authorized shares The total number of authorized shares of the NewCo shall be 40,000,000 shares. 2. In addition to the provisions of the preceding paragraph, the matters to be provided in the Articles of Incorporation of the NewCo shall be as indicated in its Articles of Incorporation attached as Exhibit 1. Article 2 (Names of Directors, Audit & Supervisory Board Members, and the Financial Auditor at the time of incorporation of the NewCo) 1. The names of the Directors at the time of incorporation of the NewCo shall be as follows. ―12― Director Director Director Director Director Director Director Director Masahiro Miyamoto Naoji Kageyama Shigeru Tadenuma Toru Mishina Kenichiro Miyakoshi Yoriko Hagino Tokubei Tanaka Eiichi Doi 2. The names of the Audit & Supervisory Board Members at the time of incorporation of the NewCo shall be as follows. Audit & Supervisory Board Member Wataru Nishi Audit & Supervisory Board Member Toru Muraki Audit & Supervisory Board Member Yukio Kanzaki Audit & Supervisory Board Member Masahiro Odaka 3. The Financial Auditor at the time of incorporation of the NewCo shall be as follows. Nihombashi Corporation Article 3 (Shares to be issued upon the Share Transfer and allotment thereof) 1. Upon the Share Transfer, the NewCo shall issue to the Company’s shareholders (the “Shareholders for Allotment”) who are indicated or recorded in the Company’s shareholders register immediately before the time the NewCo acquires all of the Company’s issued shares through the Share Transfer (the “Record Time”) the common shares of the NewCo in the same number as the total number of common shares of the Company held thereby. 2. Upon the Share Transfer, the NewCo shall allot to the Shareholders for Allotment the common share of the NewCo at a rate of one common share of the NewCo per one common share of the Company held thereby. Article 4 (Matters concerning the amount of capital and reserves of the NewCo) The amount of capital and reserves of the NewCo as of the date of its incorporation shall be as follows. (1) Amount of capital ―13― JPY 100,000,000 (2) Amount of capital reserve JPY 25,000,000 (3) Amount of retained earnings reserve JPY 0 Article 5 (Stock acquisition rights to be issued upon the Share Transfer and allotment thereof) 1. Upon the Share Transfer, the NewCo shall respectively issue to the holders of each of the stock acquisition rights of the Company in (1) to (7) in Column 1 in the below table who are indicated or recorded in the stock acquisition rights holders register of the Company as of the Record Time (the “SAR Holders (1) to (7) for Allotment”) the stock acquisition rights of the NewCo listed in Column 2 of the below table in the same number as the total number of stock acquisition rights of the Company as of the Record Time in exchange for each stock acquisition rights of the Company respectively held thereby. Further, upon the Share Transfer, the NewCo shall issue to the holders of the stock acquisition rights of the Company in (8) in Column 1 in the below table which the Company is scheduled to issue who are indicated or recorded in the stock acquisition rights holders register of the Company as of the Record Time (hereinafter the “SAR Holders for Allotment” collectively with the “SAR Holders (1) to (7) for Allotment”), the stock acquisition rights of the NewCo in (8) in Column 2 in the below table in the same number as the total number of those stock acquisition rights as of the Record Time in exchange for the stock acquisition rights of the Company respectively held thereby. Column 1 Name 1st Stock Acquisition Rights of PICKLES CORPORATION Details Exhibit 2 2nd Stock Acquisition Rights of PICKLES CORPORATION Exhibit 4 3rd Stock Acquisition Rights of PICKLES CORPORATION Exhibit 6 4th Stock Acquisition Rights of PICKLES CORPORATION Exhibit 8 5th Stock Acquisition Rights of PICKLES CORPORATION Exhibit 10 6th Stock Acquisition Rights of PICKLES CORPORATION Exhibit 12 (1) (2) (3) (4) (5) (6) Column 2 Name 1st Stock Acquisition Rights of PICKLES HOLDINGS CO., LTD. 2nd Stock Acquisition Rights of PICKLES HOLDINGS CO., LTD. 3rd Stock Acquisition Rights of PICKLES HOLDINGS CO., LTD. 4th Stock Acquisition Rights of PICKLES HOLDINGS CO., LTD. 5th Stock Acquisition Rights of PICKLES HOLDINGS CO., LTD. 6th Stock Acquisition Rights of PICKLES HOLDINGS CO., LTD. Details Exhibit 3 Exhibit 5 Exhibit 7 Exhibit 9 Exhibit 11 Exhibit 13 ―14― 7th Stock Acquisition Rights of PICKLES CORPORATION Exhibit 14 8th Stock Acquisition Rights of PICKLES CORPORATION Exhibit 16 7th Stock Acquisition Rights of PICKLES HOLDINGS CO., LTD. 8th Stock Acquisition Rights of PICKLES HOLDINGS CO., LTD. Exhibit 15 Exhibit 17 (7) (8) (Note) “Stock Acquisition Rights No.8 of PICKLES CORPORATION” have not been issued as of the date of approval of this plan and they shall be issued on July 20, 2022 which is the payment date for payments to be made in exchange for each of the stock acquisition rights. 2. The NewCo shall allot to the SAR Holders for Allotment one stock acquisition right listed in Column 2 respectively for one of each stock acquisition right of the Company in (1) to (8) in Column 1 in the table in the preceding paragraph held thereby. Article 6 (Date of incorporation of the NewCo) The date of incorporation of the NewCo (the “NewCo Incorporation Date”) shall be registered as September 1, 2022. However, this date may be changed by resolution of the Company’s board of directors if necessary for reasons of progress in the procedures for the Share Transfer or for other events. Article 7 (Shareholders meeting for approval of the share transfer plan) The Company shall convene its annual general meeting of shareholders on May 26, 2022 and seek approval to this Plan and seek resolution on necessary matters concerning the Share Transfer. However, the Company may change the date of convocation of this annual general meeting of shareholders if necessary for reasons of progress in the procedures for the Share Transfer or for other events. Article 8 (Listing of shares and shareholder registry administrator) 1. The common shares of the NewCo are scheduled to be listed on the Prime Market of Tokyo Stock Exchange, Inc. on the date of its incorporation. 2. The shareholder registry administrator of the NewCo at the time of its incorporation shall be Sumitomo Mitsui Trust Bank, Limited. Article 9 (Cancellation of treasury shares) The Company shall cancel, by the Record Time, its treasury shares held by it as of the Record Time to the extent such cancellation is practically possible (including the treasury shares to be ―15― acquired by purchasing the shares in response to claim for purchase from opposing shareholders, which claim may be exercised upon the Share Transfer pursuant to Article 806, Paragraph 1 of the Companies Act) pursuant to the resolution of the Company’s Board of Directors to be made at its meeting held before the day immediately before the date of incorporation of the NewCo. Article 10 (Effect of this Plan) This Plan shall cease to be effective if (i) this Plan is not approved or necessary matters for the Share Transfer are not resolved at the Company’s shareholders meeting provided in Article 7, (ii) necessary approval, etc. from the relevant authorities, etc. that are necessary for the Share Transfer could not be obtained, or (iii) the Share Transfer is aborted pursuant to the following article. Article 11 (Changes to the terms for the share transfer and abortion of the Share Transfer) If, during the period after formulation of this Plan until the date of incorporation of NewCo, the Company’s condition of assets or financial position becomes distressed due to acts of god or other events, if any events occur or any facts become clear that will create material hindrance in implementing the Share Transfer, or if it otherwise becomes difficult to achieve the objectives of this Plan, the Company may change the terms of the Share Transfer or other contents of this Plan, or abort the Share Transfer by resolution of the Company’s Board of Directors. Any matters that are not provided for in this Plan or other matters that are necessary for the Share Transfer, in addition to the matters provided in this Plan, shall be decided in accordance with the Article 12 (Matters for consultation) purposes of this Plan. April 13, 2022 PICKLES CORPORATION 7-8, Higashisumiyoshi, Tokorozawa-shi, Saitama, Japan Masahiro Miyamoto President and Representative Director ―16― Exhibit 1 Articles of Incorporation of PICKLES HOLDINGS CO., LTD. Chapter 1 General Provisions Article 1 (Trade name) The trade name of the Company shall be “Kabushiki Kaisha Pickles Holdings” in Japanese which shall be expressed as “PICKLES HOLDINGS CO., LTD.” in English. Article 2 (Purpose) The purpose of the Company shall be to control and manage the business activities of companies (including foreign companies.), partnerships (including the equivalent of a partnership in a foreign country), and other similar entities that engage in the businesses in the following items, and to engage in any and all businesses related or incidental thereto, by way of holding shares or equity interests of such entities. (1) Manufacture and sale of pickles, side dishes and other foods; (2) Manufacture and sale of food additives; (3) Manufacture and sale of seasonings; (4) Manufacture and sale of confectioneries and beverages; (5) Production, purchase, processing and sale of agricultural products; (6) Purchase, processing and sale of fishery products; (7) Export, import and sale of products listed in the preceding items and raw materials thereof; (8) Establishment, management and operation of local wholesale markets; (9) Management and guidance of restaurants; and (10) All businesses incidental or related to the businesses in each of the foregoing items. Article 3 (Location of head office) The head office of the Company shall be located in Tokorozawa, Saitama. The Company shall have the following organizations in addition to the general meeting of Article 4 (Organization) shareholders and Directors. (1) Board of Directors (2) Audit & Supervisory Board Member (3) Audit & Supervisory Board (4) Financial Auditor Article 5 (Method of public notice) ―17― Public notices of the Company shall be given through electronic notices. Provided, however, that if the Company is unable to give public notice by way of electronic public notice due to an accident or other unavoidable reason, such public notice shall be given in the Nihon Keizai Shimbun. Chapter 2 Shares Article 6 (Total number of authorized shares) The total number of shares authorized to be issued by the Company shall be 40,000,000 shares. Article 7 (Acquisition of treasury shares) The Company may acquire its own shares through market transactions, etc. by resolution of the Board of Directors pursuant to the provisions of Article 165, Paragraph 2 of the Companies Act. Article 8 (Share unit) The number of shares constituting one (1) share unit of the Company shall be 100 shares. Article 9 (Rights concerning shares less than one share unit) A shareholder of the Company may not exercise rights other than the following rights with respect to shares less than one share unit held by such shareholder. (1) The rights listed in each item of Article 189, Paragraph 2 of the Companies Act; (2) The right to make a claim under the provisions of Article 166, Paragraph 1 of the Companies Act; and (3) The right to receive allotment of offered shares and allotment of offered stock acquisition rights in proportion to the number of shares held by shareholders. Article 10 (Shareholder register administrator) 1. The Company shall have a shareholder register administrator. 2. The shareholder register administrator and its place of business shall be determined by resolution of the Board of Directors. 3. Preparation, keeping and other administrative affairs relating to the shareholder register and stock acquisition rights holder register shall be delegated to shareholder register administrator, and the Company shall not handle these. Article 11 (Share handling regulations) The procedures for exercising the shareholder rights and the handling of other matters concerning the shares of the Company and the fees therefor shall be subjected to the Share Handling Rules established by the Board of Directors as well as laws and regulations and these Articles. Chapter 3 Shareholders Meeting ―18― Article 12 (Convocation of the shareholders meeting) Annual general meeting of shareholders of the Company shall be convened in May of each year, and an extraordinary general meeting of shareholders may be convened from time to time whenever necessary. Article 13 (Record date for annual general meeting of shareholders) The record date for voting at the annual general meeting of shareholders of the Company shall be the last day of February of each year. Article 14 (Convener and chairperson) 1. Unless otherwise provided for by laws and regulations, the Director previously determined by the Board of Directors shall convene a general meeting of shareholders and act as the chairperson of the meeting. 2. If such director is unable to attend the meeting, one of the other Directors shall convene a general meeting of shareholders and act as its chairperson in accordance with the order determined in advance by the Board of Directors. Article 15 (Measures for electronic provision, etc.) 1. When convening a general meeting of shareholders, the Company shall electronically provide information that is contained in the reference document for the general meeting of shareholders, etc. 2. The Company may choose not to state, among the matters which is electronically provided, all or part of the matters specified in the Ordinance of the Ministry of Justice, in a document to be issued to a shareholder who requested for delivery of the documents by the record date of the voting rights. Article 16 (Method of resolution) 1. Unless otherwise set forth in any applicable laws and regulations or in these Articles, any resolution of a general meeting of shareholders shall be adopted by a majority of the votes of the shareholders present at the meeting who are entitled to exercise their voting rights at the meeting. 2. The resolution set forth in Article 309, Paragraph 2 of the Companies Act shall be adopted by at least a 2/3 majority of the votes represented at the meeting at which shareholders holding at least 1/3 of the total number of voting rights of all shareholders who are entitled to exercise their voting rights are present. Article 17 (Proxy voting) 1. A shareholder may exercise his/her voting right through a proxy who is another shareholder of the Company and has a voting right. ―19― 2. A shareholder or proxy shall submit to the Company a document evidencing the authority of proxy for each general meeting of shareholders. Chapter 4 Directors and Board of Directors Article 18 (Number of Directors) The number of Directors of the Company shall be not more than 10. Article 19 (Method of election) 1. Directors shall be elected at a general meeting of shareholders. 2. A resolution for the election of Directors shall be adopted by a majority of the votes represented at the meeting at which shareholders holding at least 1/3 of the total number of voting rights of all shareholders who are entitled to exercise their voting rights are present. 3. Cumulative voting shall not be adopted for the election of Directors. Article 20 (Term of office) 1. The term of office of a Director shall expire at the conclusion of the annual general meeting of shareholders held for the last fiscal year ending within one (1) year after his/her election. 2. The term of office of any Director elected to increase the number of Directors or to fill a vacancy shall expire upon the expiration of the term of office of the other Directors then in office. Article 21 (Representative Directors and Directors with special titles) 1. The Board of Directors shall appoint a Representative Director by its resolution. 2. The Board of Directors may by its resolution appoint one (1) Chairman of the Board, one (1) President and Director, one (1) Vice-President and Director, and a few Senior Managing Directors and Managing Directors. Article 22 (Convener and Chairperson of Board of Directors Meetings) 1. Unless otherwise provided for by laws and regulations, the Director previously determined by the Board of Directors shall convene a meetings of the Board of Directors and act as the 2. If such Director is prevented from so acting, one of other Directors shall convene a meetings of the Board of Directors and act as its chairperson in the order previously determined by chairperson. the Board of Directors. Article 23 (Notice of convocation of the meeting of the Board of Directors) 1. The notice of convocation of a meeting of the Board of Directors shall be issued to each Director and Audit & Supervisory Board Members at least three (3) days prior to the date of the meeting. Provided, however, that this period may be shortened in case of emergency. ―20― 2. A meeting of the Board of Directors may be held without the procedures of convocation if the consent of all Directors and Audit & Supervisory Board Members is obtained. Article 24 (Method of resolution of meetings of the Board of Directors) 1. Resolutions of the meetings of the Board of Directors shall be adopted by a majority of the Directors present at the meeting where a majority of Directors who are entitled to vote are present. 2. The Company shall deem that a resolution of the Board of Directors has been adopted when such resolution satisfies the requirements under Article 370 of the Companies Act. Article 25 (Regulations of the Board of Directors) The matters relating to the Board of Directors shall be governed by the Regulations of the Board of Directors to be established by the Board of Directors, in addition to laws and regulations and these Articles of Incorporation. Article 26 (Remunerations) The remunerations, bonuses and other property benefits to be paid as consideration for execution of duties (hereinafter collectively referred to as the “Remunerations”) to the Directors by the Company shall be determined by resolution of a general meeting of shareholders. Article 27 (Release of Directors from liability) 1. The Company may release a Director (including former Directors) from compensatory damages due to omission of duties, in accordance with the provisions of Article 426, Paragraph 1 of the Companies Act, by resolution of the Board of Directors to the extent permitted by laws and regulations. 2. The Company may enter into an agreement to limit the liability for compensatory damages due to omission of duties, with each Director (excluding Executive Directors, etc.), pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act. Provided, however, that the maximum amount of liability under such agreement shall be the amount prescribed by laws and regulations. Chapter 5 Audit & Supervisory Board Members and Audit & Supervisory Board Article 28 (Number of Audit & Supervisory Board Members) The Company shall have not more than four (4) Audit & Supervisory Board Members. Article 29 (Method of election) 1. Audit & Supervisory Board Members shall be elected at a general meeting of shareholders. 2. A resolution for the election of Audit & Supervisory Board Members shall be adopted by a majority of the votes represented at the meeting at which shareholders holding at least 1/3 ―21― of the total number of voting rights of all shareholders who are entitled to exercise their voting rights are present. Article 30 (Term of office) 1. The term of office of an Audit & Supervisory Board Member shall expire at the conclusion of the annual general meeting of shareholders held for the last fiscal year ending within four (4) year after his/her election. 2. The term of office of any Audit & Supervisory Board Member elected to fill a vacancy for an Audit & Supervisory Board Member who resigned during his/her term shall expire upon the expiration of the term of office of the Audit & Supervisory Board Member who resigned. Article 31 (Full-time Audit & Supervisory Board Member) The Audit & Supervisory Board shall elect Full-time Audit & Supervisory Board Member by its resolution. Article 32 (Notice of convocation of the meetings of the Audit & Supervisory Board) 1. The notice of convocation of a meeting of the Audit & Supervisory Board shall be issued to each Audit & Supervisory Board Member at least three (3) days prior to the date of the meeting. Provided, however, that this period may be shortened in case of emergency. 2. A meeting of the Audit & Supervisory Board may be held without the procedures of convocation if the consent of all Audit & Supervisory Board Members is obtained. Article 33 (Method of resolution of meetings of the Audit & Supervisory Board) Resolutions of the meetings of the Audit & Supervisory Board shall be adopted by a majority of the Audit & Supervisory Board Members unless otherwise provided for by laws and regulations. Article 34 (Regulations of the Audit & Supervisory Board) The matters relating to the Audit & Supervisory Board shall be governed by the Regulations of the Audit & Supervisory Board to be established by the Audit & Supervisory Board, in addition to laws and regulations and these Articles of Incorporation. Article 35 (Remunerations) of a general meeting of shareholders. The Remunerations for Audit & Supervisory Board Members shall be determined by resolution Article 36 (Release of Audit & Supervisory Board Members from liability) 1. The Company may release an Audit & Supervisory Board Member (including former Audit & Supervisory Board Members) from compensatory damages due to omission of duties, in accordance with the provisions of Article 426, Paragraph 1 of the Companies Act, by resolution of the Board of Directors to the extent permitted by laws and regulations. ―22― 2. The Company may execute an agreement to limit the liability for compensatory damages due to omission of duties, with each Audit & Supervisory Board Member, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act. Provided, however, that the maximum amount of liability under such agreement shall be the amount prescribed by laws and regulations. Chapter 6 Financial Auditor Article 37 (Method of appointing a Financial Auditor) The Financial Auditor shall be appointed by a resolution of a general meeting of shareholders. Article 38 (Term of for Financial Auditor) 1. The term of the Financial Auditor shall expire at the conclusion of the annual general meeting of shareholders held for the last fiscal year ending within one (1) year after its appointment. 2. Unless otherwise resolved at the annual general meeting of shareholders under the preceding paragraph, the Financial Auditor shall be deemed to have been re-appointed at such annual general meeting of shareholders. Article 39 (Fee for the Financial Auditor) consent of the Audit & Supervisory Board. Chapter 7 Accounts The fee for the Financial Auditor shall be determined by the Representative Director with the Article 40 (Fiscal year) February of the following year. The fiscal year of the Company shall be one (1) year from March 1 of each year to the last day of Article 41 (Record date for dividend of surplus) 1. The record date for the year-end dividends of the Company shall be the last day of February 2. In addition to the preceding paragraph, the Company may pay dividends of surplus by setting of each year. a record date. The Company may, by resolution of the Board of Directors, pay interim dividends with August 31 Article 42 (Interim dividend) of each year as the record date. Article 43 (Exclusion period for dividends) ―23― If the dividend property is money, the Company shall be released from its obligation to pay the dividends that have not been received after the lapse of three (3) years from the date of commencement of payment thereof. Supplementary Provisions Article 1 (First fiscal year) Notwithstanding the provisions of Article 40, the first fiscal year of the Company shall be for the period from the date of incorporation of the Company to February 28, 2023. Article 2 (Initial remunerations for Directors and Audit & Supervisory Board Members) 1. Notwithstanding the provisions of Article 26, the total amount of the Remunerations for the Directors of the Company for the period from the date of incorporation of the Company to the time of conclusion of the first annual general meeting of shareholders shall not be more than JPY 250 million yen per annum. 2. Notwithstanding the provisions of Article 35, the total amount of the Remunerations for the Audit & Supervisory Board Members for the period from the date of incorporation of the Company to the time of conclusion of the first annual general meeting of shareholders shall not be more than JPY 60 million yen per annum. Article 3 (Deletion of Supplementary Provisions) These Supplementary Provisions shall be automatically deleted at the conclusion of the first annual general meeting of shareholders of the Company. ―24― 3. Outline of matters listed in each item of Article 206 of the Ordinance for Enforcement of the Companies Act transfer (1) Matters concerning the appropriateness of the terms concerning consideration for the share (i) Matters concerning the appropriateness of the number of shares to be delivered The Share Transfer is to incorporate one (1) wholly-owning parent company by way of sole share transfer by the Company. For the primary purpose to avoid creating disadvantage to the Company’s shareholders, the shares of the Holding Company will be allotted at the ratio of one common share of the Holding Company per one common share of the Company held by the Company’s shareholder since there will be no change in the shareholder composition of the Company and that of the Holding Company at the time of the Share Transfer. Therefore, the share transfer exchange ratio will not be calculated by a third-party organization. As a result, the number of shares to be issued by the Holding Company is scheduled to be 12,858,430 shares. However, if the Company’s total number of issued shares changes before the Share Transfer takes effect, the number of shares to be delivered by the Holding Company will change. Also, as the Company intends to cancel its treasury shares held by it (including the treasury shares to be acquired by purchasing the shares in response to claim for purchase from opposing shareholders, which claim may be exercised upon the Share Transfer pursuant to Article 806, Paragraph 1 of the Companies Act) before the Share Transfer takes effect, to the extent such cancellation is practically possible, the common shares of the Holding Company will not be allotted and delivered for those cancelled shares. (ii) Matters concerning adequacy of capital and reserves The amount of capital and reserves of the Holding Company are set to fall within the scope of laws and regulations, and these amounts are deemed reasonable in light of the purpose, scale and capital policy, etc. of the Holding Company. (2) Matters concerning the appropriateness of the stipulations of the stock acquisition rights pertaining to the share transfer The terms and conditions of the stock acquisition rights of the Holding Company to be issued to the holders of the stock acquisition rights of the Company in exchange for the stock acquisition rights held thereby upon the Share Transfer are equivalent to the terms and conditions of the stock acquisition rights of the Company, and the number of stock acquisition rights to be issued will be the same. Accordingly, the Company has determined that the terms and conditions of the stock acquisition rights pertaining to the share transfer are appropriate. (3) Occurrence of any event after the end of the latest fiscal year of the Company that will materially affect the condition of the Company’s assets Not applicable. ―25― 4. Matters concerning candidates for directors of the Holding Company The candidates for directors of the Holding Company are as follows. Masahiro Miyamoto Number of shares of the Company held: (Date of birth: March 29, 1962) 71,700 shares Career summary, positions and responsibilities in the Company (Significant concurrent positions): April 1984 Joined Tokai Tsukemono Seizo Co., Ltd. December 1990 Seconded to the Company February 1999 Transferred to the Company January 2002 General Manager, Production Management Division of the Company May 2002 Director of the Company January 2005 General Manager, Production Management Division, and General Manager, Development Office of the Company May 2005 Managing Director of the Company February 2007 General Manager, Sales Headquarters and General Manager, Development Office of the Company May 2013 President and Representative Director of the Company (current position) (Significant concurrent positions) Representative Director of PICKLES CORPORATION KANSAI Representative Director of PICKLES CORPORATION NISHINIHON Representative Director of PICKLES CORPORATION SAPPORO Representative Director of FOOD LABEL CO., LTD. Representative Director of FOOD LABEL SALES CO., LTD. Representative Director of Kabushiki Kaisha Tegara Shokuhin Co., Ltd. Reason for nomination as candidate for Director: Mr. Miyamoto has abundant experience and a number of achievements related to the Company’s management, having served in various areas including production management, product development and sales, and taking on the responsibility of management of the Company as President and Representative Director since May 2013. The Company nominated him as candidate for Director because it judged that he would contribute to the sustained growth of the Company Group by utilizing his experience he gained through his career. ―26― positions): April 1983 May 1999 June 2000 May 2001 June 2002 May 2020 May 2021 Naoji Kageyama Number of shares of the Company held: (Date of birth: September 19, 1959) 115,020 shares Career summary, positions and responsibilities in the Company (Significant concurrent Joined Tokai Tsukemono Seizo Co., Ltd. November 1984 Seconded to the Company February 1999 Transferred to the Company April 1999 General Manager, Product Development Department of the Company Director of the Company General Manager, Sales Division of the Company Managing Director of the Company General Manager of Sales Headquarters of the Company February 2007 General Manager, Production Management Division of the Company Senior Managing Director and Representative Director of the Company Representative Director and Vice President of the Company (current position) (Significant concurrent positions) President and Representative Director of Yawataya Co., Ltd. Reason for nomination as candidate for Director: Mr. Kageyama has abundant experience and a number of achievements related to the Company’s management, having served in various areas including product development, sales, and production management and taking on the responsibility of management of the Company as Senior Managing Director and Representative Director and of the Company since May 2020, and Representative Director and Vice President of the Company since May 2021. The Company nominated him as candidate for Director because it judged that he would contribute to the sustained growth of the Company Group by utilizing his experience he gained through his career. ―27― Shigeru Tadenuma Number of shares of the Company held: (Date of birth: January 12, 1955) 56,300 shares Career summary, positions and responsibilities in the Company (Significant concurrent positions): May 2001 May 2013 May 2021 December 1990 Joined Hiei Finance Service Co., Ltd. April 1998 Joined the Company August 1999 General Manager, General Affairs Division of the Company (current position) Director of the Company Managing Director of the Company Senior Managing Director of the Company (current position) Reason for nomination as candidate for Director: Mr. Tadenuma has abundant experience and a number of achievements in general affairs. The Company nominated him as candidate for Director because it judged that he would contribute to the sustained growth of the Company Group by utilizing his experience he gained through his career. ―28― Toru Mishina Number of shares of the Company held: (Date of birth: August 28, 1962) 13,400 shares Career summary, positions and responsibilities in the Company (Significant concurrent positions): April 1986 Joined Chisan Co., Ltd. August 2001 Joined the Company Division of the Company May 2011 Director of the Company April 2007 General Manager, Accounting Division and General Manager, Finance February 2016 General Manager, Accounting and Finance Division of the Company (current position) May 2021 Managing Director of the Company (current position) Reason for nomination as candidate for Director: Mr. Mishina has abundant experience and a number of achievements in accounting and finance. The Company nominated him as candidate for Director because it judged that he would contribute to the sustained growth of the Company Group by utilizing his experience he gained through his career. ―29― Kenichiro Miyakoshi (Date of birth: May 10, 1964) Number of shares of the Company held: 21,700 shares Career summary, positions and responsibilities in the Company (Significant concurrent positions): April 1987 Joined Tokai Tsukemono Seizo Co., Ltd. September 1987 Seconded to the Company February 1999 Transferred to the Company January 2002 General Manager, Development Department, Production Management Division of the Company April 2016 Assistant General Manager, Sales Division of the Company January 2020 General Manager, Development Office of the Company May 2020 Director of the Company (current position) October 2021 General Manager, Product Development of the Company (current position) Reason for nomination as candidate for Director: Mr. Miyakoshi has abundant experience and a number of achievements in the areas including product development. The Company nominated him as candidate for Director because it judged that he would contribute to the sustained growth of the Company Group by utilizing his experience he gained through his career. ―30― Yoriko Hagino Number of shares of the Company held: (Date of birth: August 20, 1942) 4,000 shares Career summary, positions and responsibilities in the Company (Significant concurrent positions): June 1990 May 1996 Director of Cosmo Koki co., ltd. Director of Hannoh Seisakusho Co., Ltd. December 2002 Responsible Director of Religious Corporation No-nin-ji (current position) May 2005 President and Representative Director of Hanno Seisakusho Co., Ltd. (current position) May 2015 Director of the Company (current position) February 2016 Substitute Representative Director of Religious Corporation No-nin-ji (Significant concurrent positions) President and Representative Director of Hanno Seisakusho Co., Ltd. Reason for nomination as candidate for Outside Director and her expected role: Ms. Hagino has abundant experience and high expertise gained through her long career in corporate management. The Company nominated her as candidate for Outside Director because it experts her to oversee the management of the Company Group from an objective standpoint by utilizing experience she gained through her career. ―31― Tokubei Tanaka Number of shares of the Company held: (Date of birth: April 20, 1952) 200 shares Career summary, positions and responsibilities in the Company (Significant concurrent positions): April 1979 April 1986 Joined Harley-Davidson Central Co., Ltd. Executive Vice President of Harley-Davidson Central Co., Ltd. February 1997 President and Representative Director of Harley-Davidson Central Co., Ltd. (current position) May 2020 Director of the Company (current position) (Significant concurrent positions) President and Representative Director of Harley-Davidson Central Co., Ltd. Reason for nomination as candidate for Outside Director and his expected role: Mr. Tanaka has abundant experience and high expertise gained through his long career in corporate management. The Company nominated him as candidate for Outside Director because it expects him to oversee the management of the Company Group from an objective standpoint by utilizing his experience he gained through his career. ―32― Eiichi Doi Number of shares of the Company held: (Date of birth: August 2, 1954) 200 shares Career summary, positions and responsibilities in the Company (Significant concurrent Joined IWAKI & CO., LTD. Joined Kanebo Shokuhin Co., Ltd. October 1989 Joined Kyowa Hakko Kogyo Co., Ltd. General Manager of Kyowa Foods (Hong Kong) Co., Ltd. General Manager of Osaka Branch Office, Kyowa Hakko Food Specialties February 2006 General Manager of Seasoning Business Division, Kyowa Hakko Food Co., Ltd. Specialties Co., Ltd. April 2008 Seconded to Hachi Shokuhin Co., Ltd. Director and General Manager of Sales Division, Hachi Shokuhin Co., Ltd. Transferred to Hachi Shokuhin Co., Ltd., Managing Director Senior Managing Director of Hachi Shokuhin Co., Ltd. President and Representative Director of Hachi Shokuhin Co., Ltd. President and Representative Director of Shanghai Hachi Shokuhin Co., Ltd. Director of the Company (current position) positions): April 1977 April 1986 April 2000 April 2005 June 2008 June 2010 June 2012 June 2013 July 2019 May 2021 Reason for nomination as candidate for Outside Director and his expected role: Mr. Doi has abundant experience and high expertise gained through his long career in the food production industry and corporate management. The Company nominated him as candidate for Outside Director because it expects him to oversee the management of the Company Group from an objective standpoint by utilizing his experience he gained through his career. (Notes) 1. Mr. Miyamoto, candidate for Director, is concurrently serving as President and Representative Director of Kishu Ume-ya, with which the Company has business relationships including payment of brand royalties. The company has no special interest with other candidates. It is not expected that there will arise any special interests between each candidate and the Holding Company. 2. It is expected that the number of shares of the Holding Company to be allotted will be the same as the number of shares of the Company that each candidate for Director holds. 3. Ms. Hagino, Mr. Tanaka, and Mr. Doi are candidates for Outside Director. 4. Ms. Hagino will have served as Outside Director for seven (7) years, Mr. Tanaka for two (2) years, and Mr. Doi for one (1) year, respectively, at the conclusion of this AGM. 5. The Company has entered into a limited liability agreement respectively with Ms. Hagino, Mr. Tanaka, and Mr. Doi. The maximum amount of liability under the contract is stipulated as the amount provided for in the relevant laws and regulations. If Ms. Hagino, Mr. Tanaka and Mr. Doi are elected as Directors ―33― of the Holding Company, the Holding Company is scheduled to enter into the same agreement with each of them. 6. The Company has registered Ms. Hagino, Mr. Tanaka, and Mr. Doi as Independent Directors as provided for under the rules of the Tokyo Stock Exchange. If Ms. Hagino, Mr. Tanaka, and Mr. Doi are elected as Directors of the Holding Company, the Holding Company will register them as Independent Directors. Ms. Hagino is the Responsible Director of Religious Corporation No-nin-ji, with which the Company has a business relationships including leasing land. However, the amount of transactions is less than 0.1% of the Company’s consolidated net sales, and is deemed not to affect her independence. 7. If this proposal is approved and passed, the Holding Company is scheduled to enter into a directors and officers liability insurance contract with an insurance company. The insurance contract will cover damages to be borne by the insureds that arise from litigation costs and compensatory damages claimed by third parties and the candidates will be included as an insured person under it. ―34― 5. Matters concerning candidates for Audit & Supervisory Board Member of the Holding Company The candidates for Audit & Supervisory Board Members of the Holding Company are as follows. Wataru Nishi Number of shares of the Company held: (Date of birth: October 30, 1955) – shares Career summary, positions in the Company (Significant concurrent positions): April 1974 April 1994 Joined HOUSE FOODS CORPORATION Seconded to DELICA CHEF CORPORATION January 2016 Advisor to the Company May 2019 Full-time Audit & Supervisory Board Member of the Company (current Reason for nomination as candidate for Audit & Supervisory Board Member: Mr. Nishi has long years of business experience and high expertise in food company. The Company nominated him as candidate for Audit & Supervisory Board Member because it expects him to conduct audit of the Company by utilizing his experience he gained from his career. position) ―35― Toru Muraki Number of shares of the Company held: (Date of birth: April 12, 1958) – shares Career summary, positions in the Company (Significant concurrent positions): April 1981 June 2007 Joined Saitama Bank Executive Officer of Saitama Resona Bank, Limited, Operation Reform, General Manager of Operation Reform, and Manager of Operation Support of the Operation Reform Division June 2009 Director and Managing Executive Officer of Saitama Resona Bank, Limited, Supervision of Compliance, Supervision of Risk, and Loan Planning June 2011 Senior Managing Executive Officer of Saitama Resona Bank, Limited, General Manager of Sales of the Saitama West Region April 2013 Executive Officer of Saitama Resona Bank, Limited, and Assistant Support April 2013 Senior Executive Officer of Resona Bank, Limited, Operation Reform, and April 2013 Executive Officer of Resona Holdings, Inc., Operation Reform, and IT of Operation Reform Systems Planning April 2015 April 2017 April 2020 May 2020 June 2020 President and Representative Director of J and S Insurance Service Co., Ltd. President and Representative Director of Resona Business Service Co., Ltd. Advisor to Resona Business Service Co., Ltd. Audit & Supervisory Board Member of the Company (current position) Full-time Auditor of Saibo Co., Ltd. (current position) (Significant concurrent positions) Full-time Auditor of Saibo Co., Ltd. (current position) Reason for nomination as candidate for Outside Audit & Supervisory Board Member: Mr. Muraki has long years of business experience and high expertise in financial institution. The Company nominated him as candidate for Outside Audit & Supervisory Board Member because it expects him to conduct audit of the Company by utilizing his experience he gained from his career. ―36― Yukio Kanzaki Number of shares of the Company held: (Date of birth: November 4, 1943) – shares Career summary, positions in the Company (Significant concurrent positions): March 1968 Joined the Consumers’ Co-op of the University of Tokyo May 1972 April 1975 April 1978 June 1989 June 1994 June 2007 June 2019 May 2020 Director of the Consumers’ Co-op of the University of Tokyo Transferred to the Tokyo Citizen’s Co-op (currently Co-op Mirai) Transferred to Saitama Co-op (currently Co-op Mirai) Executive Director of Saitama Co-op (currently Co-op Mirai) Senior Executive Director of Co-op Net Business Union (currently Co-op Deli Consumers’ Co-operative Union) Co-operative Union) Director of Co-op Niigata (currently Co-op Deli Niigata) Advisor to Co-op Niigata (currently Co-op Deli Niigata) (current position) Audit & Supervisory Board Member of the Company (current position) June 2000 President of Co-op Net Business Union (currently Co-op Deli Consumers’ (Significant concurrent positions) Advisor to Co-op Niigata Reason for nomination as candidate for Outside Audit & Supervisory Board Member: Mr. Kanzaki has long years of business experience and high expertise in retail business. The Company nominated him as candidate for Outside Audit & Supervisory Board Member because it expects him to conduct audit of the Company by utilizing his experience he gained from his career. ―37― Masahiro Odaka Number of shares of the Company held: (Date of birth: April 20, 1961) – shares Career summary, positions in the Company (Significant concurrent positions): October 1986 Joined Tohmatsu Aoki & Sanwa (currently Deloitte Touche Tohmatsu LLC) March 1990 Registered as Certified Public Accountant, and as Tax Accountant, established Odaka Masahiro CPA Office (current position) January 2007 Auditor of CELSYS, Inc. (current position) April 2012 May 2021 Outside Auditor of ArtSpark Holdings Inc.(current position) Audit & Supervisory Board Member of the Company (current position) (Significant concurrent positions) Representative of Odaka Masahiro CPA Office Reason for nomination as candidate for Outside Audit & Supervisory Board Member: Mr. Odaka has experience and specialized knowledge in the areas of accounting and taxes gained as a Certified Public Accountant and Tax Accountant, along with high expertise. The Company nominated him as candidate for Outside Audit & Supervisory Board Member because it expects him to conduct audit of the Company by utilizing his experience he gained from his career. (Notes) 1. Messrs. Muraki, Kanzaki, and Odaka are candidates for Outside Audit & Supervisory Board Member. 2. Mr. Muraki will have served as Outside Audit & Supervisory Board Member for two (2) years, Mr. Kanzaki for two (2) years, and Mr. Odaka for one (1) year, respectively, at the conclusion of this AGM. 3. The Company has entered into a limited liability agreement respectively with Messrs. Muraki, Kanzaki, and Odaka. The maximum amount of liability under the contract is stipulated as the amount prov