Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.
To Our Shareholders
Securities Code: 1375
June 5, 2025
Masafumi Yuzawa President and CEO, Representative Director YUKIGUNI FACTORY CO., LTD.
89 Yokawa, Minamiuonuma-shi, Niigata 949-6695, Japan
NOTICE OF CONVOCATION OF THE 8TH ORDINARY GENERAL MEETING OF SHAREHOLDERSYou are cordially invited to attend the 8th Ordinary General Meeting of Shareholders of YUKIGUNI FACTORY CO., LTD. (the "Company"), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information as "Notice of the 8th Ordinary General Meeting of Shareholders" on each website below. Please access any of the websites by using the internet address shown below to review the information.
The Company's website:
https://www.yukiguni-factory.co.jp/ir/stock/meeting/ (in Japanese)
Website for informational materials for the general meeting of shareholders: https://d.sokai.jp/1375/teiji/ (in Japanese)
TSE (Tokyo Stock Exchange) website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(Access the TSE website by using the internet address shown above, enter "YUKIGUNI FACTORY CO., LTD." in "Issue name (company name)" or the Company's securities code "1375" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting
/Informational Materials for a General Shareholders Meeting].")
If you are unable to attend the meeting on the day, you may exercise your voting rights via the Internet, etc. or in writing (by postal mail). Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later than Wednesday, June 25, 2025, at 5:30 p.m. (JST), the deadline.
[Exercise of voting rights via the Internet, etc.]
Please access the website for the exercise of voting rights designated by the Company (https://soukai.mizuho-tb.co.jp/) (in Japanese), use the "voting exercise code" and "password" on the voting rights exercise form sent together with this Notice of Convocation, follow the instructions on the screen and enter your approval or disapproval of a proposal by the deadline for exercise of voting rights above.
When exercising your voting rights via the internet, etc., please refer to the "Guide to exercising of voting rights via the Internet, etc."
[Exercise of voting rights in writing (by postal mail)]
Please indicate your approval or disapproval of proposals on the voting form and return it to the Company by postal mail so that it arrives before the deadline above.
-
Date and Time:
Thursday, June 26, 2025 at 10:00 a.m. JST (the admission commences at 9:00 a.m.)
-
Place:
Aurora, NASPA New Otani 4F
Yuzawa 2117-9, Yuzawa-machi, Minamiuonuma-gun, Niigata 949-6101, Japan
-
Meeting Agenda: Matters to Be Reported:
The Business Report, the Consolidated Financial Statements, and the Audit Results of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee for the 8th Fiscal Term (from April 1, 2024, to March 31, 2025)
The Non-Consolidated Financial Statements for the 8th Fiscal Term (from April 1, 2024, to March 31, 2025)
Proposal to Be Resolved: Proposal: Election of Four Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
-
Information on Exercise of Voting Rights
If you exercise your voting rights in writing (by postal mail) and neither approval nor disapproval of a proposal is indicated on the voting form, the Company will deem that you indicated your approval of the proposal.
If you exercise your voting rights via the Internet, etc. multiple times, the vote exercised last will be recorded as the effective vote.
If you exercise your voting rights in duplicate both via the Internet, etc. and in writing (by postal mail), the Company will only deem your exercise via the Internet, etc. valid regardless of arrival dates.
If you exercise your voting rights by proxy, you may exercise your voting rights by proxy of other one shareholder with voting rights of the Company. In this case, please note that a document to prove the proxy needs to be submitted.
When attending on the day of the meeting, please submit the voting rights exercise form to the reception desk at the venue.
If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on each of the websites for measures for electronic provision.
For shareholders who request delivery of documents, the Company will also send the documents which describe matters for measures for electronic provision. Based on relevant laws and regulations and Article 16 of the Company's Articles of Incorporation, the following matters are not included in the documents:
The Business Report: The System for Ensuring the Appropriateness of Business and the Operational Status of the System
The Consolidated Financial Statements: Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements
The Non-consolidated Financial Statements: Statement of Changes in Shareholder Equity and Notes to Non-Consolidated Financial Statements
Therefore, the Business Report, the Consolidated Financial Statements and the Non-Consolidated Financial Statements provided in the documents are part of the documents audited by the Accounting Auditor for the Accounting Audit Reports and the Audit and Supervisory Committee for the Audit Reports, respectively.
The Company will post the "Notice of Resolutions of Ordinary General Meeting of Shareholders" on the Company's website
described in this Notice of Convocation.
Reference Documents for the Ordinary General Meeting of ShareholdersThe Company's Proposal
Proposal: Election of Four Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)Four Directors (excluding Directors who are Audit and Supervisory Committee Members; the same applies hereinafter in this proposal) will expire from office at the conclusion of this Ordinary General Meeting of Shareholders.
Therefore, the Company proposes the election of four Directors.
The selection of candidates for Directors has been deliberated by the voluntary Nomination and Compensation Committee which has Independent Outside Directors as the majority of the members and is chaired by an Independent Outside Director, and has been decided by the Board of Directors.
In addition, the Audit and Supervisory Committee of the Company determined that the contents of this proposal are appropriate and that there are no opinions that need to be stated.
Candidate No.
Name
Current Position at the Company
Candidate Attributes
The candidates for Director are as follows:
Reelection | ||||
Reelection | ||||
Reelection | Outside | Independent | ||
Reelection | Outside | Independent | ||
Masafumi Yuzawa President and CEO, Representative Director
Mitsuo Fujio Director
Noriko Chibayashi Independent Outside Director
Yoshino Tsujita Independent Outside Director
Independent
Outside
Reelection
Candidate for Director to be reelected Candidate for Outside Director
Candidate for Independent Director based on the provisions of the Tokyo Stock Exchange
Candidate No.
1
Name
Masafumi Yuzawa
Date of Birth
February 12, 1971
Reelection
[Career Summary, Positions, Responsibilities, and Important Concurrent Positions]
Apr. 1995 | Joined the Company (former Yukiguni Maitake Co., Ltd.) | ||
June 2010 | Executive Officer, Sales Branch Manager of Tokyo Sales Office, Manager of Section | ||
3 of the Company (former Yukiguni Maitake Co., Ltd.) | |||
Sept. 2014 | Deputy Division Director of Sales Operation Division of the Company (former | ||
Yukiguni Maitake Co., Ltd.) | |||
Number of Shares of | Oct. 2014 | Executive Officer, General Manager of Business Planning Office of the Company | |
the Company Held | (former Yukiguni Maitake Co., Ltd.) | ||
12,229 | Mar. 2015 | Left the Company (former Yukiguni Maitake Co., Ltd.) | |
Attendance at Board of Directors Meetings | Apr. 2015 | Executive Officer, General Manager of Corporate Planning Office of Hakkaisan Brewery Co., Ltd. | |
17/17 | June 2016 | Left Hakkaisan Brewery Co., Ltd. | |
July 2016 | Joined the Company (former Yukiguni Maitake Co., Ltd.), Senior Executive Officer, | ||
Division Director of Sales Operation Division | |||
June 2021 | Director, Senior Executive Officer, Division Director of Sales Operation Division of | ||
the Company (former Yukiguni Maitake Co., Ltd.) | |||
Apr. 2022 | President and CEO, Representative Director of the Company (former Yukiguni | ||
Maitake Co., Ltd.) (current position) | |||
Reasons for Nomination as a Candidate for Director
Mr. Masafumi Yuzawa is, according to his experience in the mushroom business for many years since he joined the Company in 1995 until now, familiar with the consumption trend and product characteristics of this industry. The Company believes that he will continue to contribute to enhancing the corporate value of the Company by leading the growth to become a comprehensive manufacturer of premium mushrooms under the new company name and promoting the strengthening of group-wide competitiveness. He also enjoys employees' confidence very much and has leadership. Judging that he is capable of establishing a high management target and realizing it, we selected him as a candidate for Director.
Candidate No.
2
Name
Mitsuo Fujio
Date of Birth
June 14, 1965
Reelection
Number of Shares of the Company Held
Attendance at Board of Directors Meetings
0
15/17
[Career Summary, Positions, Responsibilities, and Important Concurrent Positions]June 2005 Representative Director and President of Shinmei Logistics Co., Ltd.
June 2007 Representative Director and President of Shinmei Co., Ltd. (currently Shinmei Holdings Co., Ltd.)
Apr. 2009 Representative Director and President of Shinmei Seimai Co., Ltd. (currently Shinmei Kitchen Co., Ltd.)
July 2013 Representative Director and Chairman of Wooke Co., Ltd.
Nov. 2013 Representative Director, Chairman, and President of Kappa Create Holdings Co., Ltd.
Jan. 2014 Representative Director and President of Shinmei Agri Innovation Co., Ltd. May 2014 Representative Director and Chairman of Kappa Create Holdings Co., Ltd. June 2015 Representative Director and President of Wooke Co., Ltd.
Mar. 2017 Representative Director and President of Shinmei Agri Co., Ltd. Mar. 2017 Representative Director and Chairman of Kobemarukan Co., Ltd. Mar. 2017 Representative Director and Chairman of Nihon Rosei Co., Ltd. June 2017 Representative Director and Chairman of Shokubun Co., Ltd.
June 2017 Representative Director and Chairman of Wooke Co., Ltd.
Oct. 2017 Director of the Company (former Yukiguni Maitake Co., Ltd.) (current position) Apr. 2018 Representative Director and President of Shinmei Split Preparation Co., Ltd.
(currently Shinmei Co., Ltd.) (current position)
June 2019 Representative Director and Chairman of Genki Sushi Co., Ltd. Mar. 2020 Representative Director and President of Shinmei Fresh Co., Ltd. June 2021 Representative Director and Chairman of Shokubun Co., Ltd.
June 2021 Director of Tokyo Chuo Fruits and Vegetables Co., Ltd. (current position) Dec. 2021 Representative Director and Chairman of GODAK MARKETING CORP.
Dec. 2021 Representative Director, President, and General Manager of Administration Division of Shinmei Holdings Co., Ltd.
Mar. 2022 Director of RICE REPUBLIC Co., Ltd.
Apr. 2022 Representative Director and President of Shinmei Holdings Co., Ltd. (current position)
Sept. 2022 Representative Director, Chairman and President of GENKI SUSHI CO., LTD. Oct. 2022 Representative Director, Chairman and President of Kobemarukan Co., Ltd.
Jun. 2024 Chairman of the Board, Genki Global Dining Concepts Corporation (current position)
Reasons for Nomination as a Candidate for Director
Mr. Mitsuo Fujio is familiar with the food industry, is the Representative Director of Shinmei Holdings Co., Ltd., and has abundant experience and wide-ranging insight as a corporate executive. We have determined that his experience and insight can be utilized in the management of the Company, and that synergistic effects can be expected in the growth of the Group and the Shinmei Holdings Group. Therefore, we selected him as a candidate for Director.