キッコーマン(2801) – NOTICE OF CONVOCATION OF THE 111TH ORDINAY GENERAL MEETING OF SHAREHOLDERS

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開示日時:2022/05/25 08:00:00

損益

決算期 売上高 営業益 経常益 EPS
2018.03 43,060,200 3,650,300 3,434,100 123.71
2019.03 45,356,500 3,841,800 3,490,800 135.39
2020.03 46,861,600 3,982,700 3,647,000 138.53
2021.03 43,941,100 4,167,200 4,167,200 162.31

※金額の単位は[万円]

株価

前日終値 50日平均 200日平均 実績PER 予想PER
8,060.0 8,521.4 8,463.5 38.3 39.97

※金額の単位は[円]

キャッシュフロー

決算期 フリーCF 営業CF
2018.03 2,048,700 3,764,500
2019.03 947,100 3,702,300
2020.03 1,369,400 3,965,400
2021.03 4,009,600 5,716,700

※金額の単位は[万円]

▼テキスト箇所の抽出

[Translation Only for the Purposes of Reference and Convenience] This notice was prepared in English for the convenience of shareholders. Kikkoman provides no warranty as to its accuracy. The official notice, based on Article 299, Paragraph 1, of the Companies Act of Japan, is prepared in Japanese. Please see our website (https://www.kikkoman.com/en/finance/library/flash/pdf/eng202203.pdf) for the details of our Consolidated Financial Results that were released on April 27, 2022. Securities Code: 2801 June 2, 2022 Kikkoman Corporation 250 Noda, Noda-shi Chiba 278- 8601, Japan Noriaki Horikiri Chairman and Chief Executive Officer Dear Shareholders: NOTICE OF CONVOCATION OF THE 111TH ORDINARY GENERAL MEETING OF SHAREHOLDERS Please be informed that Kikkoman Corporation will hold the 111th Ordinary General Meeting of Shareholders as described below. Shareholders are requested to exercise their rights prior to the shareholders meeting using the Form (sending the Voting Rights Exercise Form by postal mail) or through an electromagnetic method (internet) to the extent possible in order to prevent the expansion of COVID-19 infection. After reading the “Reference Materials for the Exercise of Voting Rights” contained herein, and reviewing the information on pages 3 to 4, please exercise your rights by 4:35 p.m., on June 20, 2022 (Monday) (at the close of business at the Noda Head Office). Date and Time: Place: June 21, 2022 (Tuesday), at 10 a.m. Main conference room, Kikkoman Corporation (“Kikkoman”) Noda Head Office Building 250, Noda, Noda-shi, Chiba, Japan Purpose of the Meeting: Matters to be Reported: Matters to be Resolved: 1. The Business Report and the Consolidated Financial Statements, as well as the Report of Audit of the Consolidated Financial Statements by the Accounting Auditors and the Audit & Supervisory Board for the 105th Business Term (From April 1, 2021 to March 31, 2022) 2. The Non-Consolidated Financial Statements for the 105th Business Term (From April 1, 2021 to March 31, 2022) Item 1: Item 2: Item 3: Item 4: To Approve the Appropriation of Surplus To Approve the Partial Change to the Articles of Incorporation To Elect Twelve (12) Directors To Elect One (1) Audit & Supervisory Board Member 1 [Translation Only for the Purposes of Reference and Convenience] Item 5: Item 6: Item 7: Item 8: To Elect One (1) Substitute Audit & Supervisory Board Member To Approve the Revision of the Amount of Remuneration for Directors and Audit & Supervisory Board Members To Approve the Decision on the Amount and Details of Stock Compensation for Directors, etc. To Decide the Gratis Allotment of New Share Subscription Rights for Policy Regarding a Large-Scale Purchase of Kikkoman Shares —————————————————————————————————————————— ◦ Among the documents to be provided along with this Notice of Convocation, (i) “Systems to Ensure the Properness of Operations and the Outline of the Operation of the Systems,” (ii) “Basic Policy with respect to the Person/Entity who Controls Decisions on the Company’s Financial and Business Policies” stipulated in the Business Report, (iii) the Consolidated Statements of Changes in Equity and (iv) the Notes on the Consolidated Financial Statements, both of which are part of the Consolidated Financial Statements, as well as (v) the Non-Consolidated Statements of Changes in Equity and (vi) the Notes on the Non-Consolidated Financial Statements, both of which are part of the Non-Consolidated Financial Statements, are posted on Kikkoman’s website (https://www.kikkoman.co.jp/ir/shareholder/meeting.html) in accordance with laws, regulations and Kikkoman’s Articles of Incorporation; therefore, the above documents are not included in the documents appended to this Notice of Convocation. The documents appended to this Notice of Convocation and the documents posted on the above website were subject to audit by the Audit & Supervisory Board Members for the purpose of the Audit Report, as well as audit by the Accounting Auditors for the purpose of the Accounting Audit Report, respectively. ◦ Should any revisions be made to the Reference Materials for the Exercise of Voting Rights, the Business Report, the Consolidated Financial Statements and the Non-Consolidated Financial Statements, such revisions will be posted on Kikkoman’s website. (https://www.kikkoman.co.jp/ir/shareholder/meeting.html). 2 [Translation Only for the Purposes of Reference and Convenience] Kikkoman’s measures to prevent COVID-19 infection at the shareholders meeting The number of seats prepared for shareholders are limited in order to increase the space between seats for the prevention of COVID-19 expansion. Please note that you may not be able to enter the venue even if you come on the day. We will ask for shareholders’ cooperation with our COVID-19 prevention measures, including temperature measurement before checking into the venue and alcohol disinfection in the venue. We also ask shareholders attending the shareholders meeting to bring and wear a mask. Please note that we may ask you to refrain from entering the venue if you do not look well. In particular, the elderly, pregnant, those who have an underlying disease, and those who do not feel well are requested to refrain from attending the shareholders meeting in order to prevent the infection risk. Should any significant changes be made to the 111th shareholders meeting or its venue in order to prevent COVID-19 expansion, such changes will be posted on Kikkoman’s website (https://www.kikkoman.co.jp/ir/shareholder/meeting.html), so please check the website. Notice for exercise of voting rights Voting rights at the general meeting of shareholders are your important rights. Please exercise your voting rights by examining the following “Reference Materials for the Exercise of Voting Rights”. Followings are the three methods for exercising voting rights. Please exercise your voting rights by using method (2) or (3) as much as possible in order to prevent the expansion of COVID-19. (1) Method by attending general meeting of shareholders Please submit the enclosed Voting Rights Exercise Form at the reception when attending the meeting. Time and place of general meeting of shareholders 10 a.m. June 21 (Tuesday), 2022 If you attend the shareholders meeting by proxy, the proxy must be only one shareholder having voting rights in Kikkoman. (2) Method to exercise voting rights by Form (mail) Please indicate whether you agree or disagree with the proposals on the enclosed Voting Rights Exercise Form and return it. Voting deadline To be received by 4:35 p.m., June 20 (Monday), 2022 (3) Method to exercise voting rights through the Internet Please indicate whether you agree or disagree with the proposals. Voting deadline To be entered by 4:35 p.m., June 20 (Monday), 2022 Notice for How to fill in the Voting Rights Exercise Form Please indicate here whether you agree or disagree with the proposals. Proposal 3 When agreeing with all candidates: Draw a circle in the “Agree” column When disagreeing with all candidates: Draw a circle in the “Disagree” column When disagreeing with some of the candidates: Draw a circle in the “Agree” column and indicate the number of directors you disagree with 3 [Translation Only for the Purposes of Reference and Convenience] Proposal 1,2 and 4-8 When agreeing: Draw a circle in the “Agree” column When disagreeing: Draw a circle in the “Disagree” column If you exercise voting rights both by the Form (mail) and through the Internet, voting right exercise through the Internet will be treated as your effective voting rights. If you exercise voting rights several times through the Internet, your most recent voting rights executed will be treated as effective. If there is no indication of agree or disagree, it will be treated as if approved is indicated. 4 [Translation Only for the Purposes of Reference and Convenience] Reference Materials for the Shareholders Meeting Item 1: To Approve the Appropriation of Surplus Kikkoman positions the profit distribution policy as a key management issue, and Kikkoman’s basic policy is to carry out profit distribution, taking into consideration factors such as the strengthening of the business base, business expansion going forward and consolidated earnings. For the current term, as a result of deliberation based on the basic policy above, Kikkoman proposes a year-end dividend of ¥39 per share. Together with the interim dividend of ¥22, the annual dividend will become ¥61 per share, an increase of ¥16 compared with that of the previous term. Cash 1. Dividend is to be paid in: 2. Details concerning the dividend allocation and the aggregate amount thereof: Kikkoman proposes a year-end dividend of ¥39 per common share. Aggregate amount will be ¥7,472,271,924. 3. The date when the dividend will be effective: June 22, 2022 5 [Translation Only for the Purposes of Reference and Convenience] Item 2: To Approve the Partial Change to the Articles of Incorporation Kikkoman proposes the revision of a part of the current Articles of Incorporation as follows: 1. Reason for the change The amended provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced on September 1, 2022. In response to this, Kikkoman proposes the revision of its Articles of Incorporation as described below in order to prepare for the introduction of the electronic provision of materials for shareholders meetings. The proposed Article 17, Paragraph 1, is designed to set up a provision to electronically provide information contained in reference documents, etc. for shareholders meetings. The proposed Article 17, Paragraph 2, is designed to set up a provision to limit the scope of matters to be included in documents delivered to the shareholders who request the delivery of documents. Article 17 of the current Articles of Incorporation will be unnecessary and deleted. With the addition of a new Article and the deletion of the old Article, Kikkoman sets up supplementary provisions regarding the effective date, etc. (Underlines indicate changes.) Proposed Change (Deleted) 2. Details of the change The changes are as follows: Current Articles of Incorporation Article 17 (Internet Disclosure and Deemed Provision of Reference Documents, etc. for Shareholders Meetings) Kikkoman may, upon the convocation of a shareholders meeting, deem that it has provided information related to the matters that should be stated or displayed in reference documents for the shareholders meeting, business reports, financial statements, and consolidated financial statements to its shareholders by disclosing such information in the method of using the internet pursuant to the provisions of the Ministry of Justice Order. (New) Article 17 (Electronic Provision Measures, etc.) 2. Among Kikkoman shall, upon the convocation of a shareholders meeting, take electronic provision measures regarding information that is the content of reference documents, etc. for shareholders meetings. the matters to which electronic provision measures shall be taken, Kikkoman may omit all or part of the matters that are specified by Ministry of Justice Order in the documents delivered to the shareholders who have requested the delivery of the documents by the record date of the voting rights. 6 [Translation Only for the Purposes of Reference and Convenience] (New) (Supplementary Provisions) Article 1 The deletion of Article 17 (Internet Disclosure and Deemed Provision of Reference Documents, etc. for Shareholders Meetings) before the change and the addition of a new Article 17 (Electronic Provision Measures, etc.) after the change have effect from the date of the the amended provisions enforcement of (hereinafter referred to as “the Enforcement Date”) provided the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No.70 of 2019). in Article 1 of 2. Notwithstanding the provisions of the preceding paragraph, Article 17 before the change remains in force for shareholders meetings held within six (6) months from the Enforcement Date. 3. These Supplementary Provisions are deleted after the day on which six (6) months have elapsed from the Enforcement Date or the day on which three (3) months have elapsed from the date of the shareholders meeting in the preceding paragraph, whichever comes later. 7 [Translation Only for the Purposes of Reference and Convenience] Item 3: To Elect Twelve (12) Directors The terms of office of all twelve (12) Directors will expire at the close of this ordinary general meeting of shareholders. Kikkoman proposes the election of a total of twelve (12) Directors. The candidates for Director are as follows: Candidate No. Name Position Concurrently Held in Kikkoman 1 Yuzaburo Mogi Reappointment 2 Noriaki Horikiri Reappointment 3 Shozaburo Nakano Reappointment 4 Koichi Yamazaki Reappointment 5 Masanao Shimada Reappointment 6 Osamu Mogi Reappointment 7 Asahi Matsuyama Reappointment 8 Takao Kamiyama Reappointment Honorary CEO and Chairman of the Board of Directors Representative Director, Chairman and CEO (Chief Executive Officer) Representative Director, President and COO (Chief Operating Officer) Attendance to the Board of Directors: 11 out of 11 meetings (100%) 11 out of 11 meetings (100%) 11 out of 11 meetings (100%) Representative Director and Senior Executive Corporate Officer 11 out of 11 meetings (100%) Director and Senior Executive Corporate Officer 11 out of 11 meetings (100%) Director and Senior Executive Corporate Officer 11 out of 11 meetings (100%) Director and Executive Corporate Officer 11 out of 11 meetings (100%) Director and Executive Corporate Officer 9 out of 9 meetings (100%) 9 Toshihiko Fukui Reappointment Outside Outside Director 10 Takeo Inokuchi Reappointment Outside Outside Director 11 Masako Iino Reappointment Outside Outside Director Independent Independent Independent 11 out of 11 meetings(100%) 10 out of 11 meetings (90.9%) 11 out of 11 meetings (100%) 12 Shinsuke Sugiyama New Outside Independent Reappointment Reappointment candidate for Director Candidate Director for new Outside Candidate for Outside Director Independent Candidate for Independent Director Note: The percentages (%) shown are rounded off. New 8 [Translation Only for the Purposes of Reference and Convenience] For Your Reference: Skill matrix of the candidates for Director Mr. Yuzaburo Mogi Mr. Noriaki Horikiri Mr. Shozaburo Nakano Mr. Koichi Yamazaki Mr. Masanao Shimada Mr. Osamu Mogi Mr. Asahi Matsuyama Mr. Takao Kamiyama Mr. Toshihiko Fukui (outside) Mr. Takeo Inokuchi (outside) Ms. Masako Iino (outside) Mr. Shinsuke Sugiyama (outside) Corporate management Organization management ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ Global Finance & accounting Marketing & sales R&D ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ 9 [Translation Only for the Purposes of Reference and Convenience] No. Name (Date of Birth) Summarized Biography, Position and Business in Charge in Kikkoman Number of Kikkoman Shares Held Mr. Yuzaburo Mogi (February 13, 1935) Reappointment Attendance to the Board of Directors: 11 out of 11 meetings 1 April March March March October March 1958 1977 Joined Kikkoman General Manager, Foreign Operations Department Director 1979 1982 Managing Director 1985 Managing Director (Representative Director) 1989 Senior Managing Director (Representative Director) March 1994 Director and Deputy President (Representative Director) February 1995 Representative Director and President June 2004 Representative Director, Chairman of the Board June 2011 Honorary CEO and Chairman of the Board of and Chief Executive Officer 994,469 shares June 2014 Chairman, Japan Productivity Center Directors (incumbent) (incumbent) (Significant Positions Concurrently Held) Chairman, Japan Productivity Center Outside Audit & Supervisory Board Member, Tobu Railway Co., Ltd. Outside Director (Audit & Supervisory Committee Member), Fuji Media Holdings, Inc. Outside Director, Calbee, Inc. Outside Director, Oriental Land Co., Ltd. Reason for the nomination as a candidate for Director: Kikkoman chose Yuzaburo Mogi as a candidate for Director because it expects him to contribute to the enhancement of its corporate value by fulfilling the role as Director based on his ample experience of the general business management of the Kikkoman Group. 10 [Translation Only for the Purposes of Reference and Convenience] No. Name (Date of Birth) Summarized Biography, Position and Business in Charge in Kikkoman Number of Kikkoman Shares Held Mr. Noriaki Horikiri (September 2, 1951) Reappointment Attendance to the Board of Directors: 11 out of 11 meetings 2 April June June June April Joined Kikkoman 1974 2002 General Manager, Kanto Region 2003 Corporate Officer 2006 Executive Corporate Officer 2008 General Manager, 1st International Operations 2nd and General Manager, Division International Operations Division 2008 Director and Executive Corporate Officer 2011 June June June June (Significant Position Concurrently Held) Outside Director, Meiji Yasuda Life Insurance Company Representative Director and Senior Executive Corporate Officer Representative Director and President, Kikkoman Food Products Company Representative Director, President and Chief Executive Officer Representative Director, Chairman and Chief Executive Officer (incumbent) 2013 2021 748, 093 shares Reason for the nomination as a candidate for Director: Kikkoman chose Noriaki Horikiri as a candidate for Director because it expects him to fulfill the role as Director based on his ample experience of the general business management of the Kikkoman Group and to contribute to the enhancement of its corporate value by successfully achieving strategies of the Kikkoman Group. 11 [Translation Only for the Purposes of Reference and Convenience] No. Name (Date of Birth) Summarized Biography, Position and Business in Charge in Kikkoman Number of Kikkoman Shares Held Mr. Shozaburo Nakano (March 28, 1957) Reappointment Attendance to the Board of Directors: 11 out of 11 meetings 3 April 1981 April 2008 June June June June 2012 June Joined Kikkoman General Manager, Corporate Planning Department Corporate Officer 2008 2011 Executive Corporate Officer 2011 General Manager, Corporate Planning Division and General Manager, Business Development Department Chief Financial Officer 2015 Director and Executive Corporate Officer June 2017 Director and Senior Executive Corporate Officer, and General Manager, Product Managers Division, Kikkoman Food Products Company June 2019 Representative Director and Senior Executive Corporate Officer June 2019 Representative Director and President, June 2021 Representative Director, President and Chief Kikkoman Food Products Company (incumbent) Operating Officer (incumbent) (Significant Positions Concurrently Held) Representative Director and President, Kikkoman Food Products Company 318,000 shares Reason for the nomination as a candidate for Director: Kikkoman chose Shozaburo Nakano as a candidate for Director because it expects him to fulfill the role as Director based on his ample experience in management in the Kikkoman Group, and to contribute to the enhancement of its corporate value by successfully achieving strategies of the Kikkoman Group. 12 [Translation Only for the Purposes of Reference and Convenience] No. Name (Date of Birth) Summarized Biography, Position and Business in Charge in Kikkoman Number of Kikkoman Shares Held April September 2001 General Manager, Finance & Accounting Joined Kikkoman 1974 June June October June June Mr. Koichi Yamazaki (November 1, 1951) Reappointment Attendance to the Board of Directors: 11 out of 11 meetings 4 Department 2004 Corporate Officer 2008 Executive Corporate Officer 2009 Chief Financial Officer 2010 Director and Executive Corporate Officer 2012 Chief Strategy Officer General Manager, Corporate Planning Division (incumbent) 15,382 shares June 2016 Director and Senior Executive Corporate June 2017 Officer Representative Director and Senior Executive Corporate Officer (incumbent) (Significant Positions Concurrently Held) — Reason for the nomination as a candidate for Director: Kikkoman chose Koichi Yamazaki as a candidate for Director because it expects him to fulfill the role as Director based on his ample experience, mainly in management and corporate planning in the Kikkoman Group, and to contribute to the enhancement of its corporate value by successfully achieving strategies of the department that he spearheads. 13 [Translation Only for the Purposes of Reference and Convenience] No. Name (Date of Birth) Summarized Biography, Position and Business in Charge in Kikkoman Mr. Masanao Shimada (July 29, 1950) Reappointment Attendance to the Board of Directors: 11 out of 11 meetings 5 1973 April December 2001 Joined Kikkoman Representative employee, Kikkoman Trading Europe GmbH June June October June June 2006 Corporate Officer 2009 Executive Corporate Officer 2012 Director and President, CEO and Secretary, Kikkoman Sales USA, Inc. (incumbent) 2013 Director and Executive Corporate Officer 2016 Director and Senior Executive Corporate Officer (incumbent) (Significant Positions Concurrently Held) Director and President, CEO and Secretary, Kikkoman Sales USA, Inc. of Number Kikkoman Shares Held 16,800 shares Reason for the nomination as a candidate for Director: Kikkoman chose Masanao Shimada as a candidate for Director because it expects him to fulfill the role as Director based on his ample experience, in management and the international business in the Kikkoman Group, and to contribute to the enhancement of its corporate value by successfully achieving strategies of the business that he spearheads. October July June 2014 June June 1996 2011 2012 2012 Joined Kikkoman Deputy Manager, Foreign Operations Department Corporate Officer General Manager, Foreign Operations Department Deputy General Manager, Operations Division Executive Corporate Officer Director and Executive Corporate Officer General Manager, International Operations Division (incumbent) Director & CEO, KIKKOMAN FOODS, INC. (incumbent) Director and Senior Executive Corporate Officer (incumbent) (Significant Positions Concurrently Held) Director & CEO, KIKKOMAN FOODS, INC. 2015 2017 2017 June June June September 2020 International 2021 June 110,500 shares Mr. Osamu Mogi (September 2, 1967) Reappointment Attendance to the Board of Directors: 11 out of 11 meetings 6 Reason for the nomination as a candidate for Director: Kikkoman chose Osamu Mogi as a candidate for Director because it expects him to fulfill the role as Director based on his ample experience, in management and the international business in the Kikkoman Group, and to contribute to the enhancement of its corporate value by successfully achieving strategies of the Department that he spearheads. 14 [Translation Only for the Purposes of Reference and Convenience] No. Name (Date of Birth) Summarized Biography, Position and Business in Charge in Kikkoman April June 1980 2006 Mr. Asahi Matsuyama (February 22, 1957) Reappointment Attendance to the Board of Directors: 11 out of 11 meetings June June June June 2008 2008 2014 2017 June 2018 7 Joined Kikkoman General Manager, 3rd Research and Development Department, Research and Development Division Corporate Officer General Manager, Research and Development Division (incumbent) Executive Corporate Officer Representative Director and President, Kikkoman Biochemifa Company (incumbent) Director and Executive Corporate Officer (incumbent) (Significant Positions Concurrently Held) Representative Director and President, Kikkoman Biochemifa Company Number of Kikkoman Shares Held 11,200 shares Reason for the nomination as a candidate for Director: Kikkoman chose Asahi Matsuyama as a candidate for Director because it expects him to fulfill the role as Director based on his ample experience, in management and the R&D department in the Kikkoman Group, and to contribute to the enhancement of its corporate value by successfully achieving strategies of the department that he spearheads. April 1979 November 2008 Mr. Takao Kamiyama (March 29, 1957) Reappointment Attendance to the Board of Directors: 9 out of 9 meetings June June June June June 8 2011 2011 2017 2017 2021 Joined Kikkoman General Manager, Finance & Accounting Department Corporate Officer Assistant to CFO (Chief Financial Officer) Executive Corporate Officer CFO (Chief Financial Officer) (incumbent) Director and Executive Corporate Officer (incumbent) (Significant Positions Concurrently Held) - 9,100 shares Reason for the nomination as a candidate for Director: Kikkoman chose Takao Kamiyama as a candidate for Director because it expects him to fulfill the role as Director based on his ample experience, in management and the finance and accounting department in the Kikkoman Group, and to contribute to the enhancement of its corporate value by successfully achieving strategies of the department that he spearheads. 15 [Translation Only for the Purposes of Reference and Convenience] No. Name (Date of Birth) Summarized Biography, Position and Business in Charge in Kikkoman Mr. Toshihiko Fukui (September 7, 1935) Reappointment Outside Independent Attendance to the Board of Directors: 11 out of 11 meetings 9 1958 April September 1986 September 1989 December 1994 November 1998 2002 June March 2003 December 2008 Joined Bank of Japan Director-General, Banking Department, Bank of Japan Executive Director, Bank of Japan Deputy Governor, Bank of Japan Chairman, Fujitsu Research Institute Director of Kikkoman Governor, Bank of Japan President, The Canon Institute for Global Studies (incumbent) Director of Kikkoman (incumbent) 2009 June (Significant Positions Concurrently Held) President, The Canon Institute for Global Studies Outside Director, Shin-Etsu Chemical Co., Ltd. Number of Kikkoman Shares Held 5,000 shares Reason for the nomination as a candidate for Outside Director and expected role: Toshihiko Fukui, a candidate for Director, is a candidate for Outside Director. Kikkoman chose him as a candidate for Outside Director because it expects him to oversee the decision-making procedures of the Board of Directors from various perspectives based on his broad knowledge and ample experience of leadership mainly in the financial field. Mr. Takeo Inokuchi (April 9, 1942) Reappointment Outside Independent to Attendance the Board of Directors: 10 out of 11 meetings 10 April 1965 April 1996 June 2000 October 2001 July June June April 2007 2008 2014 2018 Joined Taisho Marine and Fire Insurance Company, Limited President and Representative Director, Mitsui Marine and Fire Insurance Co., Ltd. President, Chief Executive Officer, Chairman of the board and Representative Director of Mitsui Marine and Fire Insurance Co., Ltd. Joint Chief Executive Officer, Chairman of the board and Representative Director Mitsui Sumitomo Insurance Co., Ltd. Senior Advisor, Mitsui Sumitomo Insurance Co., Ltd. Audit & Supervisory Board Member of Kikkoman Director of Kikkoman (incumbent) Honorary Advisor, Mitsui Sumitomo Insurance Co., Ltd. (incumbent) (Significant Positions Concurrently Held) Outside Director, Kaneka Corporation 7,300 shares Reason for the nomination as a candidate for Outside Director and expected role: Takeo Inokuchi, a candidate for Director, is a candidate for Outside Director. Kikkoman chose him as a candidate for Outside Director because it expects him to oversee the decision-making procedures of the Board of Directors from various perspectives based mainly on his ample experience and broad knowledge of corporate management. 16 [Translation Only for the Purposes of Reference and Convenience] No. Name (Date of Birth) Summarized Biography, Position and Business in Charge in Kikkoman Ms. Masako Iino (January 2, 1944) Reappointment Outside Independent Attendance to the Board of Directors: 11 out of 11 meetings 11 April 1991 Professor, Department of English, College of Liberal Arts, Tsuda College (current Tsuda University) November 2004 President, Tsuda College June 2012 President, Japan-U.S. Educational Exchange Promotion Foundation (Fulbright Foundation) November 2012 Chair, Board of Trustees, Tsuda College April April June (Significant Positions Concurrently Held) — 2013 Professor Emeritus, Tsuda College (incumbent) 2013 Advisor, Tsuda College (incumbent) 2018 Director of Kikkoman (incumbent) Number of Kikkoman Shares Held — shares Reason for the nomination as a candidate for Outside Director and expected role: Masako Iino, a candidate for Director, is a candidate for Outside Director. Kikkoman chose her as a candidate for Outside Director because it expects her to oversee the decision-making procedures of the Board of Directors from various perspectives mainly based on her ample experience and broad knowledge of organizational management through college management as well as international experience and expertise through academic research. Mr. Shinsuke Sugiyama (May 14, 1953) New Outside Independent 12 April July 1977 2008 January 2011 June June 2013 2016 Joined the Ministry of Foreign Affairs of Japan Director General for Global Issues, Minister’s Secretariat (Ambassador) Director-General of the Asian and Oceanian Affairs Bureau Senior Deputy Minister for Foreign Affairs 2018 January Vice-Minister for Foreign Affairs Ambassador to the United States of America, Representative of the Government of Japan Advisor for the Ministry of Foreign Affairs of Japan (incumbent) (Significant Positions Concurrently Held) — February 2021 — shares Reason for the nomination as a candidate for Outside Director and expected role: Shinsuke Sugiyama, a candidate for Director, is a candidate for Outside Director. Kikkoman chose him as a candidate for Outside Director because it expects him to oversee the decision-making procedures of the Board of Directors from various perspectives mainly based on his ample experience and broad knowledge mainly stemming from having played a leading role in the diplomatic field. Note: 1. Regarding the candidates who are currently a Director of Kikkoman, their business in charge in Kikkoman is indicated on page 61 of the Business Report attached to the Notice of Convocation. 2. Each candidate does not have a special interest relationship with Kikkoman. 3. Toshihiko Fukui, a candidate for Outside Director, is currently an Outside Director of Kikkoman. His term of office as Outside Director will be thirteen (13) years at the close of this ordinary general meeting of shareholders. In addition, he was an Outside Director of Kikkoman from June 26, 2002 to March 19, 17 [Translation Only for the Purposes of Reference and Convenience] 2003. 4. Takeo Inokuchi, a candidate for Outside Director, is currently an Outside Director of Kikkoman. His term of office as Outside Director will be eight (8) years at the close of this ordinary general meeting of shareholders. In addition, he was an Outside Audit & Supervisory Board Member of Kikkoman from June 24, 2008 to June 24, 2014. 5. Masako Iino, a candidate for Outside Director, is currently an Outside Director of Kikkoman. Her term of office as Outside Director will be four (4) years at the close of this ordinary general meeting of shareholders. 6. In case that the reelection of three current Outside Directors, Toshihiko Fukui, Takeo Inokuchi, and Masako Iino, and the election of a candidate for Outside Director, Shinsuke Sugiyama, are approved at this ordinary general meeting of shareholders, Kikkoman will continue or conclude agreements with them to limit their liability to Kikkoman as stipulated in Article 423, Paragraph 1, of the Companies Act. The limit of liability under such agreement shall be the higher of the following predetermined amounts: ¥10 million or the minimum liability amount stipulated by laws and ordinances. 7. Kikkoman has concluded a compensation agreement as stipulated in Article 430, Paragraph 2, Item 1, of the Companies Act with all its directors, and compensates for cost in Paragraph 2, Item 1, and loss in Paragraph 2, Item 2, within the scope specified by laws and regulations. In the case that the reappointment of each candidate is approved, Kikkoman plans to maintain the compensation agreement with each candidate. In the case that the election of Mr. Shinsuke Sugiyama, a candidate for Outside Director, is approved, Kikkoman plans to conclude a similar compensation agreement with him. 8. Kikkoman has concluded a contract of Directors and Officers Liability Insurance with an insurance company as stipulated in Article 430-3, Paragraph 1, of the Companies Act. In the case that the appointment of each candidate is approved at this ordinary general meeting of shareholders, each candidate will be insured by the insurance under the contract. An outline of the insurance coverage under the contract is shown on page 62 of the Business Report. We plan to renew the contract on the same terms and conditions at the next contract renewal. 9. Kikkoman has registered the three current candidates for Outside Director (Toshihiko Fukui, Takeo Inokuchi, and Masako Iino) as “Independent Directors/Audit & Supervisory Board Member” of Kikkoman on the Tokyo Stock Exchange. Mr. Inokuchi, a candidate for Outside Director, is an Honorary Advisor to Mitsui Sumitomo Insurance Co., Ltd., with which the Kikkoman Group has transactions of nonlife insurance. However, the value of such transactions account for less than 2% of the consolidated net sales of the Kikkoman Group; therefore, Mr. Inokuchi satisfies the independence criteria for Outside Directors prescribed by Kikkoman (please refer to page 20 “Independence Criteria for Outside Directors/Audit & Supervisory Board Members”). 10. In the case that the election of Mr. Shinsuke Sugiyama, a candidate for Outside Director, is approved, Kikkoman plans to register Mr. Sugiyama as an “Independent Director” on the Tokyo Stock Exchange. 18 [Translation Only for the Purposes of Reference and Convenience] Item 4: To Elect One (1) Audit & Supervisory Board Member At the close of this ordinary general meeting of shareholders, the term of office of Audit & Supervisory Board Member Toru Kajikawa will expire. Therefore, Kikkoman proposes the election of one (1) Audit & Supervisory Board Member. This proposal is presented to this meeting with the prior consent of the Audit & Supervisory Board. The candidate for Audit & Supervisory Board Member is as follows: Name (Date of Birth) Summarized Biography, Position, and Business in Charge in Kikkoman Number of Kikkoman Shares Held Mr. Toru Kajikawa (September 24, 1951) Reappointment Outside Independent Attendance to the Board of Directors: 11 out of 11 meetings Attendance at the Audit & Supervisory Board 11 out of 11 meetings October 1976 September 1979 September 1990 July June July 2000 2014 2014 October 2014 Joined Audit Corporation Chuo Accounting Office Registered as a certified public accountant Representative Partner, Grant Thornton Taiyo LLC CEO, Grant Thornton Taiyo LLC Audit & Supervisory Board Members of Kikkoman (incumbent) Chairman and Representative Partner, Grant Thornton Taiyo ASG LLC Chairman and Representative Partner, Grant Thornton Taiyo LLC (incumbent) (Significant Positions Concurrently Held) Chairman and Representative Partner, Grant Thornton Taiyo LLC Outside Auditor, MITSUBISHI PENCIL CO., LTD. Outside Auditor, Kakiyasu Honten Co., Ltd. — shares Reason for the nomination as a candidate for Outside Audit & Supervisory Board Member Mr. Toru Kajikawa is a candidate for Outside Audit & Supervisory Board Member. Kikkoman chose him as a candidate for Outside Audit & Supervisory Board Member because it expects that his deep insight, expertise, and ample experience as a certified public accountant will contribute to the execution of the Audit & Supervisory Board Member’s duties. Note: 1. The candidate does not have a special interest relationship with Kikkoman. 2. Mr. Toru Kajikawa, a candidate for Outside Audit & Supervisory Board Member, is currently Kikkoman’s Outside Audit & Supervisory Board Member. His term of office as Outside Audit & Supervisory Board Member will be eight (8) years at the close of this ordinary general meeting of shareholders. 3. In the case that the appointment of Mr. Kajikawa, who is currently serving as Outside Audit & Supervisory Board Member, is approved at this ordinary general meeting of shareholders, Kikkoman will continue an agreement with him to limit his liability to Kikkoman as stipulated in Article 423, Paragraph 1, of the Companies Act. The limit of liability under such agreement shall be the higher of the following predetermined amounts: ¥10 million or the minimum liability amount stipulated by laws and ordinances. 4. Kikkoman has concluded a compensation agreement as stipulated in Article 430-2, Paragraph 1, of the Companies Act with all its Audit & Supervisory Board Members. Kikkoman compensates for cost in Paragraph 1, Item 1, and loss in Paragraph 1, Item 2, within the scope specified by laws and regulations. In the case that the appointment of Mr. Toru Kajikawa, a candidate for Outside Audit & Supervisory Board Member, is approved at this ordinary general meeting of shareholders, Kikkoman plans to continue the agreement with Mr. Kajikawa. 19 [Translation Only for the Purposes of Reference and Convenience] 5. Kikkoman has concluded a contract of Directors and Officers Liability Insurance with an insurance company as stipulated in Article 430-3, Paragraph 1, of the Companies Act. In the case that the appointment of Mr. Kajikawa is approved at this ordinary general meeting of shareholders, Mr. Kajikawa will be insured by the insurance under the contract. An outline of the insurance coverage under the contract is shown on page 62 of the Business Report. We plan to renew the contract on the same terms and conditions at the next contract renewal. 6. Kikkoman has registered Mr. Toru Kajikawa, a candidate for Outside Audit & Supervisory Board Member, as “Independent Director/Audit & Supervisory Board Member” of Kikkoman in the Tokyo Stock Exchange. 20 [Translation Only for the Purposes of Reference and Convenience] Item 5: To Elect One (1) Substitute Audit & Supervisory Board Member Kikkoman proposes to elect one (1) Substitute Audit & Supervisory Board Member in case the number of Audit & Supervisory Board Members becomes less than the necessary number of Audit & Supervisory Board Members stipulated by laws and ordinances, given that the term of office of Kazuyoshi Endo, who was elected as Substitute Audit & Supervisory Board Member at the ordinary general meeting of shareholders held on June 22, 2021, is to expire at the beginning of this ordinary general meeting of shareholders. This proposal is presented to this meeting with prior consent of the Audit & Supervisory Board. The candidate for Substitute Audit & Supervisory Board Member is as follows: Name (Date of Birth) Summarized Biography, Position and Business in Charge in Kikkoman Mr. Kazuyoshi Endo (January 20, 1948) Outside Independent April 1977 Registered as a lawyer with the Tokyo Bar Association September 2002 Partner, SHIBA INTERNATIONAL Law Offices (incumbent) (Significant Positions Concurrently Held) Partner, SHIBA INTERNATIONAL Law Offices Number of Kikkoman Shares Held — shares Reason for the nomination as a candidate for Substitute Audit & Supervisory Board Member: Kazuyoshi Endo is a candidate for Substitute Audit & Supervisory Board Member for the Outside Audit & Supervisory Board Members. Kikkoman chose him as a candidate for Substitute Audit & Supervisory Board Member for the Outside Audit & Supervisory Board Members because it expects that his ample experience as a lawyer will contribute to the execution of the Audit & Supervisory Board Member’s duties mainly from the point of view of compliance with laws, regulations and the Articles of Incorporation. Note: 1. The candidate does not have a special interest relationship with Kikkoman. 2. In case candidate Kazuyoshi Endo is appointed as an Outside Audit & Supervisory Board Member and takes office, Kikkoman will enter into an agreement with him to limit his liability to Kikkoman as stipulated in Article 423, Paragraph 1, of the Companies Act. The limit of liability under such agreement shall be the higher of the following predetermined amounts: ¥10 million or the minimum liability amount stipulated by laws and ordinances. 3. In the case that candidate Kazuyoshi Endo is appointed as an Outside Audit & Supervisory Board Member and takes office, Kikkoman will enter into a compensation agreement with him as stipulated in Article 430-2, Paragraph 1, of the Companies Act. Under the agreement, Kikkoman compensates for cost in Paragraph 1, Item 1 and loss in Paragraph 1, Item 2, within the scope specified by laws and regulations. 4. Kikkoman has concluded a contract of Directors and Officers Liability Insurance with an insurance company as stipulated in Article 430-3, Paragraph 1, of the Companies Act. In the case that the candidate for Substitute Outside Audit & Supervisory Board Member is appointed as an Outside Audit & Supervisory Board Member and takes office, the candidate will be insured by the insurance under the contract. An outline of the insurance coverage under the contract is shown on page 62 of the Business Report. We plan to renew the contract on the same terms and conditions at the next contract renewal. 5. In case candidate Kazuyoshi Endo is appointed as an Outside Audit & Supervisory Board Member and takes office, Kikkoman will register him as an “Independent Director/ Audit & Supervisory Board Members” of Kikkoman in the Tokyo Stock Exchange. 21 [Translation Only for the Purposes of Reference and Convenience] For Your Reference: Independence Criteria for Outside Directors/Audit & Supervisory Board Members Kikkoman has established the criteria for independence of Outside Directors/Audit & Supervisory Board Members to select Outside Directors/Audit & Supervisory Board Members who are independent and have no interest relationship with Kikkoman. Kikkoman has registered all Outside Directors and Outside Audit & Supervisory Board Members as “Independent Directors/Audit & Supervisory Board Members” of Kikkoman in the Tokyo Stock Exchange. Kikkoman’s criteria for independence of Outside Directors/Audit & Supervisory Board Members stipulate that an Outside Director/Audit & Supervisory Board Member shall not fall under any of the following: (1) A person who is or was an executive director, executive officer or employee, etc. at a company in the Kikkoman Group; (2) A person with a relative within the second degree kinship (hereinafter referred to as a “Close Relative”) who is or was at any point in the past five (5) years an executive director, executive officer or employee, etc. at a company in the Kikkoman Group; (3) A person who is an executive director, executive officer or employee, etc. at a company that is engaged in transactions with the Kikkoman Group and Kikkoman’s consolidated net sales from such company constitute 2% or more of the consolidated net sales of Kikkoman in the current business year or any of the past three (3) business years; (4) A person who is an executive director, executive officer or employee, etc. of a company that is engaged in transactions with the Kikkoman Group companies and Kikkoman’s consolidated net sales from such company constitute 2% or more of the consolidated net sales of such company in the current business year or any of the past three (3) business years; (5) An expert providing professional services, such as a consultant, accountant, lawyer, etc. who receives or received compensation of ¥10 million or more per year from the Kikkoman Group companies in the current business year or either of the past two (2) business years; (6) (i) A person who directly or indirectly holds 10% or more of the total voting rights of Kikkoman or (ii) a director, audit & supervisory board member, accounting advisor, executive officer or employee, etc. of a company which directly or indirectly holds 10% or more of the total voting rights of Kikkoman; (7) A director, audit & supervisory board member, accounting advisor, executive officer, or employee, etc. of a company of which 10% or more of the total voting rights are directly or indirectly held by the Kikkoman Group companies; (8) An executive director or other person who is engaged in the execution of business of an organization that receives or received donations or grants of more than ¥10 million per year from the Kikkoman Group companies either in the current business year or on average over the past three (3) business years; (9) An executive director or other person engaged in the execution of business of an organization that receives donations or grants exceeding 30% of its total annual revenue from the Kikkoman Group companies; (10) A director, audit & supervisory board member, officer or employee, etc. of a company to which Kikkoman dispatches a director or audit & supervisory board member and vice versa; (11) Other person who has any important interest relationship with Kikkoman; or (12) A Close Relative of the person described in the above (3), (4), (5), (6), (7), (8), or (9). 22 [Translation Only for the Purposes of Reference and Convenience] Item 6: To Approve the Revision of the Amount of Remuneration for Directors and Audit & Supervisory Board Members The 97th Ordinary General Meeting of Shareholders held on June 24, 2008 approved the total annual amount of remuneration, etc. for the directors of Kikkoman as being within 650 million yen (of which the annual amount of remuneration, etc. for the outside directors was approved as being within 60 million yen at the 109th Ordinary General Meeting of Shareholders held on June 23, 2020). The 97th Ordinary General Meeting of Shareholders also approved the total annual amount of remuneration, etc. for the audit & supervisory board members as being within 95 million yen (of which the annual amount of remuneration, etc. for the outside audit & supervisory board members was approved as being within 25 million yen.) Considering that the responsibilities and expected roles of the directors and the audit & supervisory board members will increase more than ever, Kikkoman will aim at more appropriate remuneration levels so that it can realize more appropriate treatment that suits the responsibilities and achievements and obtain and retain excellent human resources. As such, Kikkoman plans to revise the total annual amount of monetary remuneration, etc. for the directors to 850 million yen (of which the annual amount of the monetary remuneration, etc. for the outside directors is 100 million yen) and the total annual amount of monetary remuneration, etc. for the audit & supervisory board members to 140 million yen (of which the annual amount of the monetary remuneration, etc. for the outside audit & supervisory board members is 50 million yen). As in the past, monetary remuneration, etc. for the directors will not include the salaries that the directors who are also serving as an employee receive as an employee. At the Board of Directors meeting held on April 27, 2022, Kikkoman adopted the policy to decide remuneration, etc. for each director on condition that Item 6 and Item 7 “To Approve the Decision on the Amount and Details of Stock Compensation for Directors, etc.” will be passed. An outline is provided on page 26 of this Notice of Convocation, and Item 6 is proposed in line with the policy. Kikkoman judges that the revision is reasonable because it was deliberated by the Remuneration Committee chaired by an outside director with outside directors composing a majority of the committee members in order to ensure the transparency and objectivity of the remuneration decision process. The number of directors will be twelve (12) (including four (4) outside directors) while the number of audit & supervisory board members will be four (4) (including two (2) outside audit & supervisory board members) if Item 3 and Item 4 are approved as originally proposed. 23 [Translation Only for the Purposes of Reference and Convenience] Item 7: To Approve the Decision on the Amount and Details of Stock Compensation for Directors, etc. 1. Reasons for the proposal and for the judgement that the compensation, etc. are reasonable Item 7 proposes the introduction of a stock compensation plan (hereinafter referred to as “the Plan”) that implements the issuance, etc. of the shares, etc. of Kikkoman to the directors of Kikkoman (excluding the directors who are not living in Japan) and executive corporate officers (including those who are equivalent to executive corporate officers but excluding those who are not living in Japan; together with the directors, hereinafter referred to as “the Directors, etc.”) depending on performance achievement levels, etc. Item 7 is designed to provide stock compensation to the Directors, etc. separately from the upper limit of the annual amount of compensation for the directors (within 850 million yen, of which the annual amount for the outside directors is within 100 million yen) that is proposed for approval in Item 6 “To Approve the Revision of the Amount of Remuneration for Directors and Audit & Supervisory Board Members.” At the Board of Directors meeting held on April 27, 2022, Kikkoman adopted the policy to decide compensation, etc. for each director on condition that Item 6 “To Approve the Revision of the Amount of Remuneration for Directors and Audit & Supervisory Board Members” and Item 7 will be passed. An outline is provided on page 26 of this Notice of Convocation. The proposal in Item 7 is necessary and reasonable to provide compensation, etc. for each director in accordance with the policy. As stated in 2. (3) below, the upper limit of points given to the Directors, etc. during the coverage period (defined in 2. (2) below) is 150,000 points (equivalent to 150,000 shares), accounting for about 0.08% or less of the total number of Kikkoman’s issued shares (as of March 31, 2022, after deducting treasury shares). The number of directors who are eligible for the Plan will be twelve (12) (including four (4) outside directors) if Item 3 “To Elect Twelve (12) Directors” is passed as originally proposed. As stated above, the Plan is also offered to the executive corporate officers and includes compensation for the executive corporate officers. In Item 7, however, Kikkoman proposes the amount and details of the entire compensation under the Plan as compensation, etc. for the Directors, etc. considering that there is the possibility that these executive corporate officers will be appointed as a new director during the coverage period. Kikkoman judges that the introduction of the Plan is reasonable because it was deliberated by the Remuneration Committee chaired by an outside director with outside directors composing a majority of the committee members in order to ensure the transparency and objectivity of the compensation decision process. 2. The amount of compensation, the upper limit of the number of shares, etc. in the Plan (1) Outline of the Plan In this stock compensation plan, a trust established by Kikkoman (hereinafter referred to as “the Trust”) acquires the shares of Kikkoman, and the shares of Kikkoman and money equivalent to the shares (hereinafter referred to as “the Shares, etc.”) are issued and provided (hereinafter referred to as the “Issuance, etc.”) to the Directors, etc. through the Trust. The details are described in (2) and the following sections below. 24 [Translation Only for the Purposes of Reference and Convenience] 1) Persons who are eligible for the Shares, etc. in ・The directors of Kikkoman (excluding the Item 7 directors who are not living in Japan) ・The executive corporate officers of Kikkoman to (including executive corporate officers but excluding those who are not living in Japan) those who are equivalent 2) Impact of the shares of Kikkoman subject to Item 7 on the total number of issued shares The upper Kikkoman (As described in (2) below) ・1,200 million yen for three (3) business years (of which 39 million yen is contributed for the limit of money contributed by outside directors) The upper limit of the number of the Shares, etc. for which Issuance, etc. are implemented for the Directors, etc. and the method used to acquire the shares of Kikkoman (As described in (2) and (3) below) ・The upper limit of points to be given to the Directors, etc. in three (3) business years during the trust period is 150,000 points (equivalent to 150,000 shares). (of which 4,800 (equivalent to 4,800 shares) points are given to the outside directors) ・The rate against the total number of Kikkoman’s issued shares (as of March 31, 2022, after deducting treasury shares) is about 0.08%. ・During the coverage period until the business year ending March 31, 2025, the Trust will acquire the shares of Kikkoman from the stock market, so the shares will not be diluted. ・The condition changes within the range from 0 to 155% depending on the achievement level of performance goals, etc. in each business year. ・Indicators used to evaluate performance achievement levels include consolidated business income ratio, consolidated sales revenue, and ESG index. ・After resignation, in principle 3) Details of the performance achievement conditions (excluding the outside directors) (As described in (3) below) 4) Time, etc. of the Issuance, etc. of the Shares, etc. to the Directors, etc. (As described in (4) below) (2) The upper limit, etc. of money contributed by Kikkoman In principle, the Plan covers the period corresponding to Kikkoman’s medium-term management plan (hereinafter referred to as “the Coverage Period”). The Coverage Period after introducing the Plan is three (3) business years from the business year ending March 31, 2023 to the business year ending March 31, 2025. During the Coverage Period of the Plan, Kikkoman will contribute up to 1,200 million yen (of which 39 million yen is contributed for the outside directors) as compensation for the Directors, etc. in each Coverage Period, and establishes the Trust for the period corresponding to the Coverage Period, designating the Directors, etc. who meet the beneficiary requirements as beneficiaries. The Trust follows instructions of the trust administrator and acquires shares from the stock market or Kikkoman using 25 [Translation Only for the Purposes of Reference and Convenience] entrusted money. As for the first Coverage Period (from the business year ending March 31, 2023 to the business year ending March 31, 2025), the Trust plans to acquire the shares of Kikkoman from the stock market. Kikkoman gives points (as described in (3) below) to the Directors, etc. during the trust period and the Trust implements the Issuance, etc. of the Shares, etc., which correspond to the number of accumulated points, to the Directors, etc. after they resign. Kikkoman may continue the Trust by changing the trust contract and creating an additional trust when the trust period expires. In that case, Kikkoman further extends the period of the Trust, makes an additional contribution within the upper limit of trust funds approved by the resolution of the 111th Ordinary General Meeting of Shareholders for each extended trust period, and continues to give points to the Directors, etc. during the extended trust period. In the case of making an additional contribution, except, however, if Kikkoman’s shares (excluding Kikkoman’s shares corresponding to the points given to the Directors, etc. for which Issuance, etc. have not been completed) and money (hereinafter referred to as “the Residual Shares, etc.”) remain in the trust assets on the last day of the trust period before extension, the total of the amount of the Residual Shares, etc. and the additionally contributed trust funds shall be within the upper limit of trust funds approved by the resolution of the 111th Ordinary General Meeting of Shareholders. Kikkoman may extend the trust period not only once but may re-continue the Trust likewise after the first extension. (3) The upper limit, etc. of the number of the Shares, etc. for which Issuance, etc. are implemented for the Directors, etc. At the prescribed time after the business year ends, Kikkoman gives points calculated using the calculation formulas below to the Directors, etc. who are in office on the last day of each business year during the trust period. The given points are accumulated each year and Kikkoman implements the Issuance, etc. of the Shares, etc. corresponding to the number of accumulated points after the Directors, etc. resign. The points given to the Directors, etc. are composed of a fixed, non-performance-linked portion, which is a certain ratio of the stock compensation base amount determined according to the position, etc., and a performance-linked portion. The performance-linked portion changes within the range from 0 to 155% according to the achievement level of performance goals, etc. in each business year. Indicators used to evaluate performance achievement include consolidated business income ratio, consolidated sales revenue, and ESG index. By adopting consolidated financial results as the indicators for evaluating performance achievement, Kikkoman gives an incentive to improve the performance of the entire Kikkoman Group. For the outside directors, only the fixed, non-performance-linked portion will be given because they are responsible for supervising the management and need to assess the appropriateness of the execution of operations from an objective standpoint. One point is equivalent to one share of Kikkoman, and fractions less than one point are rounded down. If, however, the shares of Kikkoman are split, consolidated (reverse split), or otherwise altered during the trust period, Kikkoman will adjust the number of its shares per one point according to the split ratio, reverse split ratio, etc. of the shares of Kikkoman. 26 [Translation Only for the Purposes of Reference and Convenience] (Formula to calculate the points of the fixed, non-performance-linked portion) A certain percentage of the stock compensation base amount*1 ÷ Assumed stock price*2 (Formula to calculate the points of the performance-linked portion) A certain percentage of the stock compensation base amount*1 ÷ Assumed stock price*2 × Performance-linked coefficient *1 For executive directors, roughly 1/3 is assigned to the fixed, non-performance-linked portion while 2/3 are assigned to the performance-linked portion. For the outside directors, points are assigned to only the fixed, non-performance-linked portion. *2 The average closing price of regular transactions of the shares of Kikkoman at the Tokyo Stock Exchange on each day (excluding days on which dealing is unavailable) of the month before the month to which the date on which the Coverage Period begins belongs. (Fractions after the decimal point are rounded down.) The Directors, etc. of Kikkoman (excluding Outside Directors) [Points assigned to the fixed, non-performance-linked portion] ・Points are assigned according to the position, etc. during the Coverage Period [Points assigned to the performance-linked portion] ・The number of points to be assigned changes within the range from 0 to 155%, depending on the achievement level of performance goals, etc. in each business year. ・Indicators used to evaluate performance achievement include consolidated business income ratio, consolidated sales revenue, and ESG index. [Points assigned to the fixed, non-performance-linked portion] ・Points are assigned according to the term of office. Outside directors The upper limit of points given to the Directors, etc. during the trust period is 150,000 points (equivalent to 150,000 shares), of which 4,800 points (equivalent to 4,800 shares) are for Outside Directors). The upper limit of points is set considering the upper limit of trust funds in (2) above and using the latest stock prices, etc. as a reference. The rate of the upper limit of points against the total number of Kikkoman’s issued shares (as of March 31, 2022, after deducting treasury shares) is about 0.08%. (4) Method and time of Issuance, etc. of the Shares, etc. to the Directors, etc. When the Directors, etc. who meet the beneficiary requirements that are separately specified by the Board of Directors resign (excluding certain cases such as death), the Directors, etc. receive the shares of Kikkoman (Shares less than one unit are rounded down) corresponding to 50% of the number of accumulated points calculated based on (3) above by implementing the prescribed procedure to determine the beneficiary. The shares of Kikkoman corresponding to the remaining number of accumulated points shall be converted into money in the Trust, and money equivalent

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