Yoshimura Food K K : (Delayed)Notice of the 14th Annual General Meeting of Shareholders

１．Date and Time:

Friday, May 27, 2022 at 10:00 a.m. (JST)

２．Place:

TKP Shinbashi Conference Center

Miyuki Building, Hall 14 (Floor 14)

1-3-1, Uchisaiwaicho, Chiyoda City, Tokyo

３．Meeting Agenda

Matters to be Reported:

⒈ The Business Report and the Consolidated Financial Statements for the 14th

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

⒉ The Non-Consolidated Financial Statements for the 14th fiscal year (from

March 1, 2021 to February 28, 2022)

Proposals to be Resolved:

Proposal 1

Partial Amendments to the Articles of Incorporation

Proposal 2

Determination of Compensation for Granting Restricted Stock to Directors

(Excluding Outside Directors)

Proposal 3

Election of 1 Substitute Audit & Supervisory Board Member

2.

Details of the Amendments

（Amendments are underlined.）

Current Articles of Incorporation

Proposed Amendments

(Purpose)

Article 2. The purpose of the Company is to engage in

(Purpose)

the following businesses as well as to control and

Article 2. The purpose of the Company is to engage in the

manage business activities of companies which

following businesses as well as to control and

conduct the following business, through holding

manage business activities of companies which

their entire or partial shares.

conduct the following business, through holding

their entire or partial shares.

① to ⑫ ＜Omitted＞

① to ⑫ ＜Unchanged＞

＜Newly Established＞

⑬

Planning,

production, operation

and

contracting of events and entertainment

＜Newly Established＞

⑭Planning and production of advertising, public

relations, marketing, sales promotion, etc.

⑮

Planning,

production and operation

of

＜Newly Established＞

media content

⑬Any and all businesses incidental or relating to

⑯Any and all businesses incidental or relating to

the preceding items

the preceding items

2～4 ＜Omitted＞

2～4

＜Unchanged＞

(Internet Disclosure and Deemed Provision of Reference

＜Deleted＞

Documents for the General Meeting of Shareholders, Etc.)

Article 15. When the Company convenes a general

meeting of shareholders, if it discloses

information that is to be stated or indicated in the

reference documents for the general meeting of

shareholders, business report, financial

statements and consolidated financial statements

through the Internet in accordance with the

provisions prescribed by the Ministry of Justice

Order, it may be deemed that the Company has

provided this information to shareholders.

Current Articles of Incorporation

Proposed Amendments

＜Newly Established＞

(Measures for Providing Information in Electronic Format,

Etc.)

Article 15. When the Company convenes a general

meeting of shareholders, it shall take measures

for providing information that constitutes the

content of reference documents for the general

meeting of shareholders, etc. in electronic

format.

2.

Among items for which the measures for

providing information in electronic format will

be taken, the Company may exclude all or some

of those items designated by the Ministry of

Justice Order from statements in the paper-based

documents to be delivered to shareholders who

requested the delivery of paper-based

documents by the record date of voting right.

＜Newly Established＞

(Supplementary Provisions)

1. The deletion of Article 15 (Internet Disclosure

and Deemed Provision of Reference

Documents for the General Meeting of

Shareholders, Etc.) in the pre-amended Articles

of Incorporation and the establishment of the

new Article 15 (Measures for Providing

Information in Electronic Format, Etc.) in the

amended Articles of Incorporation shall be

effective from the date of enforcement of the

revised provisions provided for in the proviso to

Article 1 of the Supplementary Provisions of the

Act Partially Amending the Companies Act

(Act No.70 of 2019) (the "Date of

Enforcement").

2. Notwithstanding the provision of the preceding

paragraph, Article 15 in the pre-amended

Articles of Incorporation shall remain effective

regarding any general meeting of shareholders

held on a date within six (6) months from the

Date of Enforcement.

3.

These Supplementary Provisions shall be

deleted on the date when six (6) months have

elapsed from the Date of Enforcement or three

(3) months have elapsed from the date of the

general meeting of shareholders in the

preceding paragraph, whichever is later.

Current Articles of Incorporation

Proposed Amendments

(Appointment of Audit & Supervisory Board Member)

(Appointment of Audit & Supervisory Board Member)

Article 32.

＜Omitted＞

Article 32.

＜Unchanged＞

2.

＜Omitted＞

2.

＜Unchanged＞

＜Newly Established＞

3. In case the number of Audit & Supervisory

Board Members stipulated by law is

insufficient, the Company may elect

Substitute Audit & Supervisory Board

Member at the general meeting of

shareholders in accordance with Article

329, Paragraph 3 of the Companies Act.

＜Newly Established＞

4. The period during which the resolution

pertaining to the election of Substitute

Audit & Supervisory Board Members set

forth in the preceding paragraph shall take

effect until the time of commencement of

the general meeting of shareholders for the

last fiscal year ending within four (4) years

after the said resolution.

(Term of Office of Audit & Supervisory Board Member)

(Term of Office of Audit & Supervisory Board Member)

Article 33.

＜Omitted＞

Article 33.

＜Unchanged＞

2. The term of office of a Substitute Audit &

2. The term of office of a Substitute Audit &

Supervisory Board Member shall be until the

Supervisory Board Member shall be until the

expiration of term of office of the departing

expiration of term of office of the departing

Audit & Supervisory Board Member.

Audit & Supervisory Board Member.

However, in the event that the Substitute

Audit & Supervisory Board member

appointed pursuant to Paragraph 3 of the

preceding Article is then appointed as an

Audit & Supervisory Board Member, the

term of office shall not continue after the

close of the general meeting of shareholders

for the last fiscal year ending within four (4)

years of their appointment as the Substitute

Audit & Supervisory Board Member.