Corporate Governance System

(October 6, 1959) Male
Reelected
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 34,300 shares (5,200 shares)
Years of service (at the conclusion of the Meeting): 8 years and 0 months

Past experience, positions and responsibilities in the Company

Reason for nomination as a candidate for Director

Mr. Mikio Sakai has acted as Representative Director, President and CEO since April 2021. He has been involved in the overall business management of the Group and has experience as President and Chairperson of important subsidiaries of the Group in regions such as China and America. In his role as Chief Strategy Officer, he has taken the lead in international business by making full use of his business execution and management capabilities.
In 2022, he helped formulate the Mid-Term Management Plan “Reborn 2024” and is proactively working towards growth strategies. He also led the transition to the establishment of the Company’s Audit and Supervisory Committee, to strengthen corporate governance and improve the monitoring capabilities of the Board of Directors.
The Company expects him to be able to further contribute to the improvement of corporate value of the Group based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for Director.

(December 20, 1960) Male
Reelected
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 18,500 shares (3,400 shares)
Years of service (at the conclusion of the Meeting):8 years and 0 months

Past experience, positions and responsibilities in the Company

Reason for nomination as a candidate for Director

Mr. Tomoki Matsumoto has a wealth of business experience mainly in finance, accounting and corporate planning and he was appointed Director in June 2015. He has worked as Chief Financial Officer (CFO) since October 2015 when the Company made the transition to a pure holding company structure and contributed to the proactive disclosure of the Company information. He also enacted reforms towards a strong global financial base by using growth to improve cash flow generation and capital efficiency, particularly through his work to strengthen financial overnance and enact comprehensive business management with the introduction of ROIC.
The Company expects him to be able to further contribute to the improvement of corporate value of the Group based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for Director.

(April 2, 1959) Male
Reelected
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 9,300 shares (2,700 shares)
Years of service (at the conclusion of the Meeting): 5 years and 0 months

Past experience, positions and responsibilities in the Company

Reason for nomination as a candidate for Director

Mr. Takashi Kadota has been engaged in the development of manufacturing technologies and the design of manufacturing equipment for many years in the Engineering Development Division and is responsible for safety, quality, and manufacturing. He also has experience working in the USA and China. He was appointed Director in 2018 and served as Chief Quality Officer and Chief “ESG” Officer. In April 2022, he took office as Chief Technology Officer (CTO) and is responsible for promoting technology management. He works to generate Group synergy through the construction of global R&D systems and improvements to manufacturing efficiency from a technological standpoint.
The Company expects him to be able to further contribute to the improvement of corporate value of the Group based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for Director.

(January 3, 1968) Male
Reelected
Attendance at the Board of Directors meetings: 13/13 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 2,400 shares
Years of service (at the conclusion of the Meeting): 1 years and 0 months

Past experience, positions and responsibilities in the Company

Reason for nomination as a candidate for Director

Mr. Hiroyuki Tanaka has broad sales and management experience in the food division of a major Japanese trading company, and has a wealth of experience in overseas business. When seconded to the Company, he dedicated himself to PMI as a director of Harald and Blommer Chocolate Company, which are international group companies of the Company.
He has experience in food businesses in both Japan and overseas. As Chief Strategy Officer (CSO) since April 2022 and a Director since June 2022, he has been playing a leading role in promoting the global management of the Group. He is also working to strengthen the business-centric management system included in the Mid-Term Management Plan “Reborn 2024.”
The Company expects him to be able to further contribute to the improvement of corporate value of the Group based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for Director.

(January 6, 1951) Male
Reelected
Outside
Independent Director
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 1,700 shares
Years of service (at the conclusion of the Meeting): 4 years and 0 months

Past experience, positions and responsibilities in the Company

Major concurrent positions

Outside Director of Terumo Corporation

Reason for nomination as a candidate for Outside Director and outline of expected role

Mr. Hidenori Nishi has worked for many years in a global food products business and has abundant experience as a senior corporate manager, a deep knowledge of marketing, and a high level of insight into the food industry, the Company’s core business area. He also works as an Outside Director at the other publicly listed company. The Company believes that he will be able to use his many years of management experience to improve the oversight of the Company’s business operations and further improve the effectiveness of the Board of Directors.
He is also involved as a member of the Nomination and Compensation Advisory Committee, where he proactively advises on the selection of candidates for the Company’s Directors and in the determination of the remuneration for Directors, etc. from an objective and neutral standpoint.
The Board of Directors expects him to be able to properly execute duties as Outside Director in the future due to the above mentioned reasons, and therefore, it has decided to nominate him to continue as a candidate for an Outside Director.

Matters concerning independence

The Company has designated him as an independent director/auditor under the provisions of the Tokyo Stock Exchange, and has notified the Tokyo Stock Exchange to that effect. Kagome Co., Ltd., at which Mr. Nishi served as President & Representative Director and Representative Director and Chairman, has engaged in food product development activities and has a business relationship with the Company. The transaction amount in respect of this relationship is minimal (less than 0.1% of consolidated sales).
The Board of Directors confirms that he meets the requirements for Outside Directors under the Companies Act and the requirements for independent director/auditor under the provisions of the Tokyo Stock Exchange, and that there are no obstacles or issues that would prevent him from carrying out his duties as an Outside Director.

(September 3, 1957) Male
Reelected
Outside
Independent Director
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 400 shares
Years of service (at the conclusion of the Meeting): 2 year and 0 months

Past experience, positions and responsibilities in the Company

Major concurrent positions

Executive Director, Hokkaido University (part-time)
Outside Director of Daiichi Kigenso Kagaku Kogyo Co., Ltd.
Outside Director of ShinMaywa Industries, Ltd.

Reason for nomination as a candidate for Outside Director and outline of expected role

Mr. Toshiyuki Umehara has worked for many years as an engineer and business manager at a manufacturer of electronic materials, which has many top-share products in a wide range of fields such as FPD materials, automobiles, and medical. He has a wealth of experience as a corporate manager and deep knowledge in the fields of technology and information along with a high level of insight into technology management, where the Company has an advantage, and in the information field, which the Company is enhancing.
He is also involved as a member of the Nomination and Compensation Advisory Committee, where he proactively advises on the selection of candidates for the Company’s Directors and in the determination of the remuneration for Directors, etc. from an objective and neutral standpoint.
The Board of Directors expects him to be able to properly execute duties as Outside Director in the future due to the above mentioned reasons, and therefore, it has decided to nominate him to continue as a candidate for an Outside Director.

Matters concerning independence

The Company has designated him as an independent director/auditor under the provisions of the Tokyo Stock Exchange and has notified the Tokyo Stock Exchange to that effect.

(August 16, 1956) Female
Reelected
Attendance at the Board of Directors meetings: 13/13 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 300 shares
Years of service (at the conclusion of the Meeting): 1 years and 0 months
Outside
Independent Director

Past experience, positions and responsibilities in the Company

Major concurrent positions

Executive Officer of YOSHINOYA HOLDINGS CO., LTD.
Outside Director of Sundrug Co.Ltd.

Reason for nomination as a candidate for Outside Director and outline of expected role

After joining a major domestic food manufacturer, Ms. Tomoko Tsuji was awarded a Ph.D. in agriculture and engaged in research on pharmaceutical seeds at universities in the United States, etc. Then, she worked in research and product development related to nutrition and functions of food products at several companies for many years while serving as a director of a major domestic health food manufacturer. In addition, she currently serves as an Outside Director for a listed company, and has a wealth of experience and advanced level of insight.
She is also involved as a member of the Nomination and Compensation Advisory Committee, where she proactively advises on the selection of candidates for the Company’s Directors and in the determination of the remuneration for Directors, etc. from an objective and neutral standpoint.
The Board of Directors expects her to be able to properly execute duties as Outside Director in the future due to the above mentioned reasons, and therefore, it has decided to nominate her to continue as a candidate for an Outside Director.

Matters concerning independence

The Company has designated her as an independent director/auditor under the provisions of the Tokyo Stock Exchange,and has notified the Tokyo Stock Exchange to that effect. YOSHINOYA HOLDINGS CO., LTD., where she concurrently serves as an Executive Officer, engages　in food product development activities and has a business relationship with the Company. However, the transaction　amount in respect of this relationship is minimal (less than 0.1% of consolidated sales).The Board of Directors confirms that she meets the requirements for Outside Directors under the Companies Act and the　requirements for independent director/auditor under the provisions of the Tokyo Stock Exchange, and that there are no　obstacles or issues that would prevent her from carrying out her duties as an Outside Director.

(August 10, 1968) Female
Newly elected
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 0 shares
Outside
Independent Director

Past experience, positions and responsibilities in the Company

Major concurrent positions

Director and COO, Grameen Nippon

Reason for nomination as a candidate for Outside Director and outline of expected role

Ms. Rie Nakagawa has long-standing career in machine and industrial EC companies, and she has held important positions　involving FA business, user service platforms and sustainability platforms.　She also possesses abundant experience in portfolio management, cash management and sustainability from her role as　Representative CEO. We expect that she will use that knowledge to contribute to improving corporate value through　suitable suggestions and proposals while working to strengthen the Company’s business bases and portfolio. The Board of Directors expects her to be able to properly execute duties as Outside Director due to the above mentioned　reasons, and therefore, it has decided to nominate her as a candidate for an Outside Director.

Matters concerning independence

The Company has designated her as an independent director/auditor under the provisions of the Tokyo Stock Exchange and has notified the Tokyo Stock Exchange to that effect.

(Jun. 7, 1971) male
Newly elected
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 0 shares
Outside
Director

Past experience, positions and responsibilities in the Company

Major concurrent positions

Chief Operating Officer of Manager, Food Resources Division, ITOCHU Corporation

Reason for nomination as a candidate for Outside Director and outline of expected role

Mr. Yoshihiro Tachikawa joined a major Japanese trading company and after leaving the company in 1998, he was hired at an overseas feed manufacturer. He rejoined the major Japanese trading company in 2003 and was later assigned to the role of President and CEO of a functional feed manufacturing and sales company, during which time he was involved in the business transfer of Fuji Oil Co., Ltd.’s enzyme-treated Copra meal. He has been active in a number of operations in Japan and overseas as a manager since he became Chief Operating Officer of Provisions Division in April 2023. The Board of Directors expects him to be able to properly execute duties as Outside Director due to the above mentioned reasons, and therefore, it has decided to nominate him as a candidate for an Outside Director. We expect that he will contribute to the enhancement of the Company’s corporate value by providing suggestions and proposals in material procurement, business management and other fields.

Matters concerning independence

The Company and ITOCHU Corporation, at which Mr. Yoshihiro Tachikawa concurrently holds positions, have a business relationship related to the transactions of raw materials and product sales, etc. between the Company and ITOCHU Corporation and its group companies. In addition, ITOCHU Corporation and its subsidiary ITOCHU FOOD INVESTMENT, LLC are major shareholders of the Company and hold 43.9% of the Company’s total issued shares (net of treasury shares). Due to the above mentioned reasons, the Company will not notify the Tokyo Stock Exchange of him as independent director/auditor under its provisions.

(October 25, 1959) Male
Reelected
Attendance at the Board of Directors meetings: 16/16 (100%)
Attendance at the Audit and Supervisory Board: 2/2 (100%)
Attendance at the Audit and Supervisory Committee: 10/10 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 1,000 shares
Years of service as a Corporate Auditor: 5 years and 0 months
Years of service as a Director who also serves as the Audit and Supervisory Committee Member (at the conclusion of the Meeting): １ year and 0 months

Past experience, positions and responsibilities in the Company

Reason for nomination as a candidate for a Director who also serves as the Audit and Supervisory Committee Member

Mr. Makoto Shibuya had experience of involvement in start-up of corporation and management at a listed company prior to joining the Company.
After joining the Company, he worked as an executive officer in charge of legal affairs and was involved in the establishment of corporate governance, compliance system and whistle-blowing system of the Group. He also has extensive experience in domestic and overseas legal matters, and as a qualified CFE (certified fraud examiner), he has considerable experience and expertise in fraud investigation and compliance. Furthermore, he has five-year experience as Corporate Auditor of the Company. Considering expertise and experience necessary for auditing, we have newly nominated him as a candidate for Director who also serves as the Audit and Supervisory Committee Member.

(February 24, 1948) Male
Reelected
Outside
Independent Director
Attendance at the Board of Directors meetings: 16/16 (100%)
Attendance at the Audit and Supervisory Board: 2/2 (100%)
Attendance at the Audit and Supervisory Committee: 10/10 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 0 shares
Years of service as a Corporate Auditor: 3 years and 0 months
Years of service as a Director who also serves as the Audit and Supervisory Committee Member (at the conclusion of the Meeting): １ year and 0 months

Past experience, positions and responsibilities in the Company

Major concurrent positions

Representative of Ryuta Uozumi Certified Public Accountant Office
Representative of Uozumi Sustainability Research Institute
Outside Auditor of Maruichi Steel Tube Ltd.
Outside Auditor of DAIEI KANKYO Co.,Ltd.

Reason for nomination as a candidate for an Outside Director who also serves as the Audit and Supervisory Committee Member and the outline of expected roles

Mr. Ryuta Uozumi has a wealth of expertise and knowledge as a Certified Public Accountant and has many years of experience in audit work at a major audit corporation. He also has a high level of insight and experience in sustainability issue, including environmental accounting.We expect him to be able to properly execute duties as an Outside Director due to the above mentioned reasons, and therefore, it has decided to newly nominate him as a candidate for an Outside Director who also serves as the Audit and Supervisory Committee Member.

Matters concerning independence

The Company has designated him as independent director/auditor under the provisions of the Tokyo Stock Exchange, and has notified the Tokyo Stock Exchange to that effect.

(June 21, 1960) Male
Reelected
Outside
Independent Director
Attendance at the Board of Directors meetings: 16/16 (100%)
Attendance at the Audit and Supervisory Board: 2/2 (100%)
Attendance at the Audit and Supervisory Committee: 10/10 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 0 shares
Years of service as a Corporate Auditor: 2 years and 0 months
Years of service as a Director who also serves as the Audit and Supervisory Committee Member (at the conclusion of the Meeting): １ year and 0 months

Past experience, positions and responsibilities in the Company

Major concurrent positions

Partner of Oh-Ebashi LPC & Partners
Visiting Professor, Osaka University Law School

Reason for nomination as a candidate for an Outside Director who also serves as the Audit and Supervisory Committee Member and the outline of expected roles

Mr. Hirohiko Ikeda is a corporate law specialist with specialized knowledge as an attorney at law. He has many years of experience as an attorney at law, working on corporate legal and M&A projects. He has also worked as an attorney at law in America and has global legal experience through studying litigation and audit systems in the Asia Pacific region. As a university lecturer, he is committed to training young people, and has a wealth of experience and insight.We expect him to be able to properly execute duties as an Outside Director due to the above mentioned reasons, and therefore, it has decided to newly nominate him as a candidate for an Outside Director who also serves as the Audit and Supervisory Committee Member.

Matters concerning independence

The Company has designated him as independent director/auditor under the provisions of the Tokyo Stock Exchange, and has notified the Tokyo Stock Exchange to that effect.