Toyo Suisan Kaisha : Independent Officers Notification (June, 2021)

Company Name

Toyo Suisan Kaisha, Ltd.

Securities

2875

Code

Date of Submission

June 2, 2021

Date of Transfer of

June 24, 2021

of This Notification

Position (Schedule)

Reason for Submitting the

For the reason that the agenda item of the election of Outside Directors will be submitted to

Independent Officers

the Ordinary General Meeting of Shareholders

Notification

The Company has designated as an independent officer all the candidates who meet the requirements of

independent officers.*1

2. Matters Related to the Independence of Independent Officers and Outside Officers

Outside

Indepen-

Attributes of the Officers

Type of

The

No.

Name

Director/Outside

dent

Transfer of

Officer's

Corporate Auditor

Officer

a

b

c

d

e

f

g

h

i

j

k

l

N/A

Position

Consent

1

Hiroyasu Yachi

Outside Director

○

○

Yes

2

Machiko Mineki

Outside Director

○

○

Yes

3

Kenichi Yazawa

Outside Director

○

○

Yes

4

Isamu Chino

Outside Director

○

△

Yes

5

Tetsuya Kobayashi

Outside Director

○

○

New

Yes

appointment

6

Isamu Mori

Outside Corporate

○

○

Yes

Auditor

7

Ikuo Takano

Outside Corporate

○

○

Yes

Auditor

3. Attributes of Each Independent Officer and Reasons for Appointment

No.

Status in Light of the Criteria for Independence and Existence or Nonexistence of

Reason for Appointment*5

Additional Disclosure Attributes*4

N/A

Mr. Hiroyasu Yachi is currently serving as Executive Director and Vice President of

YOKOHAMANational University. He has extensive insight into the environments surrounding

corporate management. Having judged that he will adequately perform his duties as Outside

1

Director backed by his professional knowledge and experience etc., the Company nominates him

as a candidate for Outside Director in the expectation that he will contribute to further enhancing

supervisory and check functions for business operations including conflict of interest transactions

and increasing objectivity from a perspective independent of the execution of business.

N/A

Ms. Machiko Mineki is currently serving as Project Professor of the Graduate School of

Tokyo Kasei University. She has extensive insight related to food science. Having judged

that she will adequately perform her duties as Outside Director backed by her professional

2

knowledge and experience etc., the Company nominates her as a candidate for Outside Director

in the expectation that she will contribute to further enhancing supervisory and check

functions for business operations including conflict of interest transactions and increasing

objectivity from a perspective independent of the execution of business.

N/A

Mr. Kenichi Yazawa has ample experience in corporate management amassed over many years.

Having judged that he will adequately perform his duties as Outside Director backed by his

professional knowledge and experience etc., the Company nominates him as a candidate for

3

Outside Director in the expectation that he will contribute to further enhancing supervisory and

check functions for business operations including conflict of interest transactions and increasing

objectivity from a perspective independent of the execution of business.

The annual transactions between Toyo Suisan Kaisha, Ltd. and Nagano A-Coop,Ltd.

Mr. Isamu Chino has ample experience in corporate management amassed over many years.

in which the nominee served as Representative Director and President from

Having judged that he will adequately perform his duties as Outside Director backed by his

November 2014 to March 2019 is less than 1% of its total revenue for each company.

professional knowledge and experience etc., the Company nominates him as a candidate for

4

Outside Director in the expectation that he will contribute to further enhancing supervisory and

check functions for business operations including conflict of interest transactions and increasing

objectivity from a perspective independent of the execution of business.

N/A

Mr. Tetsuya Kobayashi is currently serving as Director of Kobayashi Sogo Law Office and has

professional expertise as a lawyer. Having judged that he will adequately perform his duties as

Outside Director backed by his professional knowledge and experience etc., the Company

5

nominates him as a candidate for Outside Director in the expectation that he will contribute

to further enhancing supervisory and checking functions for business operations including

conflict of interest transactions and increasing objectivity from a perspective independent of the

execution of business.

N/A

Mr. Isamu Mori has accumulated professional expertise over many years as a lawyer. He has

extensive insight into the environments surrounding corporate management. Although he has never

been involved in corporate management other than through his service as an outside officer, the

6

Company proposes that he be elected as Outside Corporate Auditor with the expectation that he

will be able to appropriately perform auditing of the Company with his high level of expertise. In

addition, the Company judged that he has sufficient independence from the Company, and has thus

designated him as an independent officer.

N/A

Mr. Ikuo Takano has accumulated professional expertise over many years as a certified public

accountant and a tax accountant, and the Company proposes that he be elected as Outside

Corporate Auditor with the expectation that he will be able to appropriately perform auditing of

7

the Company with his high level of expertise. In addition, the Company judged that he has

sufficient independence from the Company, and has thus designated him as an independent

officer.

4. Supplementary Explanation

*1

Check the box if all the outside officers who meet the criteria for independent officer have already been filed as an independent officer.

*2

Items to check as to the attributes of each officer

a. Person who executes business at the listed company or its subsidiary

b. Non-executive director or a person who is not an accounting advisor (if the officer is an Outside Corporate Auditor) at the listed company or its subsidiary

c. Person who executes business or a non-executive director at a parent company of the listed company

d. Person who is a Corporate Auditor (if the officer is an Outside Corporate Auditor) at a parent company of the listed company

e. Person who executes business at a fellow subsidiary of the listed company

f. Party for which the listed company is a major client or a person who executes its business

g. The listed company's major client or a person who executes its business

h. Consultant, accounting professional or legal professional who receives a large amount of money or other financial asset other than remuneration for officer's duties from

the listed company

i. The listed company's major shareholder (if the shareholder is a corporation, the corporation's employee who executes business)

j. Person who executes the operation of a business partner of the listed company (that does not fall under any

of f, g, and h) (only the officer him or herself)

k. Person who executes business at a company other than the listed company at which the outside officer concurrently assumes office as an outside officer at the listed company

(only the officer him or herself)

l. Person who executes business at a company to which the Company makes contributions (only the officer him or herself)

*3

Please note that the above items from a to l are brief descriptions of the items specified in the TSE regulations.

Please mark ○ for the item that is "currently or recently" applicable to the person and △ for the item that was applicable to the person "in the past."

Please mark ● for the item that is "currently or recently" applicable to any close relative of the officer and ▲ for the item that was applicable to such relative "in the past."

*4

If the officer falls under any of a through l, please include a statement to that effect (outline).

*5

Please indicate the reasons for appointment as an independent officer.