Zojirushi CorporationTSE: 7965

Notice of 2025 Annual General Meeting and Meeting Materials (xUed)

Jan 23, 2025 at 11:12 PM UTC · Issued by Zojirushi Corporation

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 translation.

(Securities Code 7965) January 29, 2025 (Start date of measures for electronic provision: January 23, 2025)

To Shareholders with Voting Rights:

Norio Ichikawa

Representative Director, President

and Corporate Officer

Zojirushi Corporation

1-20-5 Temma, Kita-ku, Osaka

NOTICE OF

THE 80th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

Please be informed that the 80th Annual General Meeting of Shareholders of Zojirushi Corporation (the "Company") will be held for the purposes as described below.

For the convocation of this General Meeting of Shareholders, the Company has taken measures for the electronic provision of the information contained in the Reference Materials for the General Meeting of Shareholders, etc. (matters for electronic provision), and has posted them to the following websites on the Internet. Please access one of the websites and confirm the contents of the notice.

The Company's website:

https://www.zojirushi.co.jp/ir/stock_info/meeting.html (in Japanese) Search for "Zojirushi Corporation" "General Meeting of Shareholders"

Tokyo Stock Exchange website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Search for "TSE Listed Company Search"

Access the above website, enter "Zojirushi" in the "Issue name (company name)" field or the securities code "7965" in the "Code" field and click on Search. Select "Basic information" and then "Documents for public inspection/PR information," and check the "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting."

If you cannot attend the meeting, you can exercise your voting rights in writing or by electromagnetic means (via the Internet, etc.). Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on Tuesday, February 18, 2025, Japan time.

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1. Date and Time: Wednesday, February 19, 2025 at 10:00 a.m. Japan time (The reception desk will open at 9:00 a.m.)

2. Place:	Knowledge Capital Congrès Convention Center
	Second Basement, North Building, Grand Front Osaka
	3-1 Ofukacho, Kita-ku, Osaka

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

80th Fiscal Year (November 21, 2023 - November 20, 2024) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee

2. Non-consolidated Financial Statements for the Company's 80th Fiscal Year (November 21, 2023 - November 20, 2024)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Ten (10) Directors (excluding Directors serving as Audit and Supervisory Committee Members)

Proposal 3: Election of One (1) Director serving as Audit and Supervisory Committee Member

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. The reception desk will open at 9:00 a.m.
For this Annual General Meeting of Shareholders, documents will be sent to all shareholders as before, irrespective of requests for delivery of written materials.
The Status of the Accounting Auditor, The Systems and Policies of the Company, the Basic Policy on the Control over the Company, the Consolidated Statement of Changes in Shareholders' Equity, the Notes to Consolidated Financial Statements, the Non-consolidated Statement of Changes in Shareholders' Equity, and the Notes to Non-consolidated Financial Statements are not included in the written materials provided to shareholders, per provisions of laws and regulations as well as the Company's Articles of Incorporation. Therefore, this Notice of the Annual General Meeting of Shareholders is part of the documents audited by the Accounting Auditor and the Audit and Supervisory Committee to prepare their audit reports.
Should the matters for electronic provision require revisions, the revised versions will be posted on the websites where they are published.
Gifts to the shareholders who attend the General Meeting of Shareholders will not be presented this year. We kindly appreciate your understanding on this matter.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

It is proposed that the surplus be appropriated as below.

It is proposed that a dividend of ¥23 per share be paid out, taking into consideration in a comprehensive manner the Company's business results for the fiscal year ended November 20, 2024, internal reserves required for strengthening the Company's fundamentals and for future business expansion, and earnings forecast.

As the Company has paid out an interim dividend of ¥17 per share, the annual dividends for the fiscal year will amount to ¥40 per share.

Type of dividend property Cash
Allocation of dividend property and total amount thereof ¥23 per share of common stock of the Company Total amount of dividends: ¥1,508,765,109
Effective date of dividends from surplus

February 20, 2025

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Proposal 2: Election of Ten (10) Directors (excluding Directors serving as Audit and Supervisory Committee Members)

The terms of office of all of the ten (10) Directors (excluding Directors serving as Audit and Supervisory Committee Members) will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of ten (10) Directors (excluding Directors serving as Audit and Supervisory Committee Members) is proposed. The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee Members) are as follows:

No.		Name	Current positions, etc. at	Attendance at the Board
	the Company	of Directors meetings

			Representative Director,
1	Norio Ichikawa	[Reappointment]	President and Corporate	14/14 (100%)
			Officer
2	Tatsunori Matsumoto	[Reappointment]	Director and Managing	14/14 (100%)
Corporate Officer


3	Yoshihiko Miyakoshi	[Reappointment]	Director and Managing	14/14 (100%)
Corporate Officer


4	Osamu Sanada	[Reappointment]	Director and Managing	14/14 (100%)
Corporate Officer


5	Eiji Soda	[Reappointment]	Director and Corporate	14/14 (100%)
Officer


6	Jun Ogami	[Reappointment]	Director and Corporate	14/14 (100%)
Officer


7	Hiroshi Yamane	[New appointment]	Corporate Officer	―

		[Reappointment]
8	Hiromi Izumi	[Outside Director]	Outside Director	14/14 (100%)
		[Independent Director]
		[Reappointment]
9	Susumu Toda	[Outside Director]	Outside Director	14/14 (100%)
		[Independent Director]
		[New appointment]
10	Hiroaki Kanai	[Outside Director]	―	―
		[Independent Director]

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	Name		Career summary, positions, responsibilities	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held

		April 1981	Joined the Company
		February 1997	General Manager, The 1st Product Development Department
		February 1998	Director; General Manager, The 1st Product Development
	Norio Ichikawa		Department
	February 2001	President
	(May 10, 1958)
	February 2010	President and Chief Sales Officer	6,392,782

	[Reappointment]	November 2012	President
1	February 2020	Representative Director, President and Corporate Officer (to

			present)
		[Significant concurrent position]
		Chairman, Zojirushi-Simatelex Co., Ltd.
	[Reason for nomination as candidate for Director]
	Mr. Norio Ichikawa has extensive knowledge and experience of the Company's overall business processes through his
	career in various departments. The Company nominated him again this year as a candidate for Director in view of his
	achievements as President of the Company.
		April 1984	Joined the Company
		November 2007 Corporate Officer; General Manager, Sales Department
		November 2009 Corporate Officer; Deputy Chief Sales Officer and General
			Manager, Sales Department
		February 2010	Director; Deputy Chief Sales Officer and General Manager,
			Sales Department
	Tatsunori Matsumoto	November 2012	Director; Chief Domestic Sales Officer and General Manager,
	(January 1, 1961)		Sales Department	31,096
		February 2020	Director; Corporate Officer; Chief Domestic Sales Officer and

2	[Reappointment]		General Manager, Sales Department
	November 2023 Director; Managing Corporate Officer and Chief Domestic Sales

			Officer
		November 2024 Director; Managing Corporate Officer and Responsible for
			Domestic Sales (to present)
		[Significant concurrent position]
		None
	[Reason for nomination as candidate for Director]
	Mr. Tatsunori Matsumoto has a wealth of knowledge and experience of the Company's business processes centering on
	domestic sales and planning. The Company nominated him again this year as a candidate for Director in view of his
	achievements as Director of the Company.
		April 1984	Joined the Company
		November 2008 Corporate Officer; Assistant General Manager, International
			Department
		November 2009 Corporate Officer; General Manager, International Department
		November 2011 Corporate Officer; Deputy Chief Sales Officer and General
			Manager, International Department
		February 2012	Director; Deputy Chief Sales Officer and General Manager,
	Yoshihiko Miyakoshi		International Department
	(March 3, 1961)	November 2012	Director; Chief International Sales Officer and General	28,255
			Manager, International Department

3	[Reappointment]	February 2020	Director; Corporate Officer; Chief International Sales Officer
		and General Manager, International Department

		November 2023 Director; Managing Corporate Officer; Chief International Sales
			Officer and General Manager, International Department (to
			present)
		[Significant concurrent positions]
		Chairman of the Board, Zojirushi America Corporation
		Chairman, Zojirushi Taiwan Corporation
	[Reason for nomination as candidate for Director]
	Mr. Yoshihiko Miyakoshi has a wealth of knowledge and experience of the Company's business processes centering on
	international sales. He also has working experience at an overseas sales subsidiary. The Company nominated him again this
	year as a candidate for Director in view of his achievements as Director of the Company.

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	Name		Career summary, positions, responsibilities	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held

		April 1984	Joined the Company
		November 2012	Corporate Officer; General Manager, Accounting Department
		November 2014	Corporate Officer; General Manager, Personnel Department and
			General Manager, Accounting Department
		May 2016	Corporate Officer; Deputy Chief Administrative Officer,
			General Manager, Personnel Department and General Manager,
	Osamu Sanada		Accounting Department
	(June 20, 1960)	February 2017	Corporate Officer; Chief Administrative Officer	22,685
		February 2018	Director; Chief Administrative Officer

	[Reappointment]	February 2020	Director; Corporate Officer and Chief Administrative Officer
4		November 2023	Director; Managing Corporate Officer and Chief Administrative
			Officer
		November 2024	Director; Managing Corporate Officer and Responsible for
			Administration (to present)
		[Significant concurrent position]
		None
	[Reason for nomination as candidate for Director]
	Mr. Osamu Sanada has a wealth of knowledge and experience of the Company's business processes centering on
	administration as well as in various departments, including accounting, personnel, business planning and public relations.
	The Company nominated him again this year as a candidate for Director in view of his achievements as Director of the
	Company.
		April 1990	Joined the Company
		November 2016	General Manager, Business Planning Department
		November 2017	Corporate Officer; General Manager, Business Planning
			Department
		November 2018	Corporate Officer; General Manager, Business Planning
			Department and General Manager, New Business Creating
	Eiji Soda		Department
	February 2019	Director; General Manager, Business Planning Department and
	(February 28, 1968)
		General Manager, New Business Creating Department	22,422

	[Reappointment]	February 2020	Director; Corporate Officer; General Manager, Business
		Planning Department and General Manager, New Business
5
		Creating Department

		November 2021	Director; Corporate Officer; General Manager, Business
			Planning Department and Responsible for New Business
			Creation (to present)
		[Significant concurrent position]
		None
	[Reason for nomination as candidate for Director]
	Mr. Eiji Soda has a wealth of knowledge and experience of the Company's business processes in various departments,
	including business planning, systems, finance, and development of new businesses. He also has experience of serving as
	CFO at a sales subsidiary in the U.S. The Company nominated him again this year as a candidate for Director in view of his
	achievements as Director of the Company.

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	Name		Career summary, positions, responsibilities	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held

		April 1986	Joined the Company
		November 2009	General Manager, Sales Promotion Department
		November 2011	General Manager, Marketing Sales Promotion Department
		November 2014	Corporate Officer; General Manager, Marketing Sales
	Jun Ogami		Promotion Department
	November 2019	Corporate Officer; Deputy Chief Domestic Sales Officer and
	(June 29, 1962)
		General Manager, Tokyo Main Branch	17,717

	[Reappointment]	February 2023	Director; Corporate Officer; Deputy Chief Domestic Sales
6		Officer and General Manager, Tokyo Main Branch

		November 2024	Director; Corporate Officer and Chief Domestic Sales Officer
			(to present)
		[Significant concurrent position]
		None
	[Reason for nomination as candidate for Director]
	Mr. Jun Ogami has a wealth of knowledge and experience of the Company's business processes centering on domestic sales
	and product planning. The Company nominated him again this year as a candidate for Director in view of his achievements
	as Corporate Officer and Director of the Company.
		April 1993	Joined the Company
		November 2011	Assistant General Manager, The 1st R&D Department
		November 2013	General Manager, The 1st R&D Department
		November 2018	Corporate Officer; Deputy Chief Production & Development
			Officer and General Manager, The 1st R&D Department
	Hiroshi Yamane	November 2019	Corporate Officer; Deputy Chief Production & Development
		Officer
	(October 23, 1970)
	November 2020	Corporate Officer; Deputy Chief Production & Development	5,244

	[New appointment]		Officer and General Manager, Technical Innovation Section
7	November 2022	Corporate Officer; Deputy Chief Production & Development

			Officer
		November 2023	Corporate Officer; Chief Production & Development Officer (to
			present)
		[Significant concurrent position]
		None
	[Reason for nomination as candidate for Director]
	Mr. Hiroshi Yamane has a wealth of knowledge and experience of the Company's business processes centering on
	production and development. The Company nominated him as a candidate for Director in view of his achievements as
	Corporate Officer of the Company.
	Hiromi Izumi	April 2003	Chairman and Representative Director, Millieme Co., Ltd.
	January 2004	Chairman of the Board of Trustees, Wanogakko Non-profit
	(October 2, 1958)
		Organization

	[Reappointment]	April 2013	Councilor, Konnichian Foundation (to present)
	February 2016	Outside Director, the Company (to present)	6,951

	[Outside Director]	April 2017	Chairman and Director, Millieme Co., Ltd.
	September 2023	Advisor, Millieme Co., Ltd. (to present)

8	[Independent Director]	[Significant concurrent position]

		Advisor, Millieme Co., Ltd.
	[Reason for nomination as candidate for Outside Director and overview of expected roles]
	Ms. Hiromi Izumi has extensive experience through management of a company and corporations that disseminate
	information on Japan's traditional culture and traditional industries to both adults and children in Japan and abroad and
	promote them. The Company nominated her again this year as a candidate for Outside Director in the expectation that she
	can utilize her multifaceted perspective and female perspective for the Company's management from an objective and
	neutral standpoint as an Outside Director.

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	Name			Career summary, positions, responsibilities		Number of
No.				shares of the
(Date of birth)			and significant concurrent positions
				Company held

			April 1982	Joined ITOCHU Corporation
			September 1999	Executive Officer, FAST RETAILING CO., LTD.
			April 2004	Corporate Officer, MISUMI Corporation (currently MISUMI
				Group Inc.)
			January 2008	Vice President, Amazon Japan K.K. (currently Amazon Japan
	Susumu Toda			G.K.)
		November 2010	Corporate Officer EVP, BELLSYSTEM24, Inc. (currently
	(October 7, 1959)
			BELLSYSTEM24 Holdings, Inc.)

	[Reappointment]		March 2014	Representative Director and Vice President, ENOTECA CO.,
			LTD.		1,698

	[Outside Director]		July 2015	Joined KDDI CORPORATION
		January 2017	Representative Director, President and Chief Executive Officer,

9	[Independent Director]			NET JAPAN Co., Ltd.
		July 2021	Senior Corporate Officer, Shachihata Inc.
			September 2022	Director; Senior Corporate Officer, Shachihata Inc.
			February 2023	Outside Director, the Company (to present)
			September 2024	Director, Shachihata Inc. (to present)
			[Significant concurrent position]
			Director, Shachihata Inc.
	[Reason for nomination as candidate for Outside Director and overview of expected roles]
	In addition to his experience as a corporate manager, Mr. Susumu Toda has experience serving in the U.S. as well as insight
	into IT/DX and human resources and labor affairs. In order to increase the Company's corporate value, the Company
	nominated him again this year as a candidate for Outside Director in the expectation that he can engage in management by
	leveraging his professional skills in his area of expertise and supervise management from an objective and neutral standpoint
	as an Outside Director.
			March 1984	Joined Kanai Juyo Kogyo Co., Ltd.
			June 1989	Director, Kanai Juyo Kogyo Co., Ltd.
			June 1990	Director, TOKUSEN KOGYO CO., LTD.
			April 1991	Managing Director, Kanai Juyo Kogyo Co., Ltd.
			March 1995	Director and Vice Chairman, TOKUSEN U.S.A., Inc.
			June 1995	Representative Director and President, TOKUSEN
	Hiroaki Kanai			ENGINEERING CO., LTD.
		June 1997	Executive Vice-President, Kanai Juyo Kogyo Co., Ltd.
	(June 25, 1958)
			Vice President, TOKUSEN KOGYO CO., LTD.

	[New appointment]		June 2009	Representative Director and Vice Chairman, Japan Fine Steel
			Co., Ltd. (to present)		-

	[Outside Director]		June 2013	President, Kanai Juyo Kogyo Co., Ltd. (to present)
			President & COO, TOKUSEN KOGYO CO., LTD. (to present)
10
		March 2015	Representative Director, Kanai Holdings Co., Ltd. (to present)
	[Independent Director]
		September 2023	Director and Chairman, TOKUSEN U.S.A., Inc. (to present)
			[Significant concurrent positions]
			President, Kanai Juyo Kogyo Co., Ltd.
			President & COO, TOKUSEN KOGYO CO., LTD.
			Representative Director, Kanai Holdings Co., Ltd.
			Representative Director and Vice Chairman, Japan Fine Steel Co., Ltd.
			Director and Chairman, TOKUSEN U.S.A., Inc.
	[Reason for nomination as candidate for Outside Director and overview of expected roles]
	In addition to his broad experience as a corporate manager, Mr. Hiroaki Kanai has international perspective and expertise in
	production, development and sustainability. In order to increase the Company's corporate value, the Company nominated him
	as a candidate for Outside Director in the expectation that he can engage in management by leveraging his expertise in
	specialized fields and supervise management from an objective and neutral standpoint as an Outside Director.

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(Notes)

No special interests exist between the candidates for Directors and the Company.
The numbers of shares of the Company held by the candidates for Directors are as of November 20, 2024. The numbers of shares stated include the numbers of shares held by the respective individuals through the Zojirushi Officer Shareholding Association.
Ms. Hiromi Izumi, Mr. Susumu Toda and Mr. Hiroaki Kanai are candidates for Outside Directors. Ms. Hiromi Izumi will have been in office as Outside Director for nine (9) years at the conclusion of this Annual General Meeting of Shareholders. Mr. Susumu Toda will have been in office as Outside Director for two (2) years at the conclusion of this Annual General Meeting of Shareholders.
The Company has designated Ms. Hiromi Izumi and Mr. Susumu Toda as Independent Directors as defined by the Tokyo Stock Exchange and has submitted notifications of their appointments to the Exchange. The candidates satisfy the requirements for Independent Directors as defined by the Tokyo Stock Exchange and the Independence Criteria as defined by the Company (please refer to page 13). If the election of Mr. Hiroaki Kanai is approved, the Company intends to designate him as an Independent Director as defined by the Tokyo Stock Exchange and submit a notification of his appointment to the Exchange. Mr. Hiroaki Kanai satisfies the requirements for Independent Directors as defined by the Tokyo Stock Exchange and the Independence Criteria as defined by the Company (please refer to page 13).
The Company has entered into limited liability agreements with Ms. Hiromi Izumi and Mr. Susumu Toda in accordance with Article 427, Paragraph 1 of the Companies Act to limit their liability for damages pursuant to Article 423, Paragraph 1 of the said act to the amount stipulated by laws and regulations. Subject to the approval of their reappointment, the Company intends to continue the said agreements with both of them. Subject to the approval of the appointment of Mr. Hiroaki Kanai, the Company intends to enter into a limited liability agreement with him in accordance with Article 427, Paragraph 1 of the Companies Act to limit his liability for damages pursuant to Article 423, Paragraph 1 of the said act to the amount stipulated by laws and regulations.
The Company has entered into a directors and officers (D&O) liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. If the candidates are elected and appointed to the position of Director, each candidate will be included as the insured under this insurance policy. The insurance contract covers legal damages and litigation expenses in the event that a claim for damages is made against the insured due to an act committed by the insured in the course of their duties, and the contract is renewed every year.

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Proposal 3: Election of One (1) Director serving as Audit and Supervisory Committee Member

The term of office of the one (1) Director serving as Audit and Supervisory Committee Member will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of one (1) Director serving as Audit and Supervisory Committee Member is proposed.

The Audit and Supervisory Committee has already given consent to the submission of this Proposal. The candidate for Director serving as Audit and Supervisory Committee Member is as follows:

Name		Career summary, positions, responsibilities	Number of
	shares of the
(Date of birth)		and significant concurrent positions
	Company held

	October 1989	Joined Asahi Shinwa & Co. (currently KPMG AZSA LLC)
	August 1993	Registered as a certified public accountant (to present)
	March 2001	Opened Satoko Nishimura Certified Public Accountant Office,
		Representative (to present)
Satoko Nishimura	October 2002	Registered as a certified tax accountant (to present)
(January 14, 1967)		Opened Satoko Nishimura Certified Public Tax Accountant
		Office, Representative (to present)
[Reappointment]	February 2023	Outside Director; Audit and Supervisory Committee Member (to	561
		present)

[Outside Director]	June 2023	Outside Executive Director, Linical Co., Ltd. (to present)
	[Significant concurrent positions]
[Independent Director]	Certified public accountant (Representative, Satoko Nishimura Certified Public
	Accountant Office)
	Certified tax accountant (Representative, Satoko Nishimura Certified Public Tax
	Accountant Office)
	Outside Executive Director, Linical Co., Ltd.

[Reason for nomination as candidate for Outside Director serving as Audit and Supervisory Committee Member and overview of expected roles]

Ms. Satoko Nishimura has professional knowledge and experience as a certified public accountant and certified tax accountant, and has significant knowledge on finance and accounting. The Company nominated her again this year as a candidate for Outside Director serving as Audit and Supervisory Committee Member in the expectation that she can utilize her extensive experience and professional knowledge in strengthening the audit and supervisory system of the Company. Although she has never directly been engaged in corporate management, the Company believes that she is capable of appropriately fulfilling duties as an Outside Director serving as Audit and Supervisory Committee Member for the above- stated reasons.

(Notes)

No special interests exist between Ms. Satoko Nishimura and the Company.
The number of shares of the Company held by Ms. Satoko Nishimura is as of November 20, 2024. The number of shares stated include the shares held by her through the Zojirushi Officer Shareholding Association.
Ms. Satoko Nishimura is a candidate for Outside Director serving as Audit and Supervisory Committee Member. Ms. Satoko Nishimura will have been in office as Outside Director serving as Audit and Supervisory Committee Member for two (2) years at the conclusion of this Annual General Meeting of Shareholders.
The Company has designated Ms. Satoko Nishimura as an Independent Director as defined by the Tokyo Stock Exchange and has submitted a notification of her appointment to the Exchange. Ms. Satoko Nishimura satisfies the requirements for Independent Directors as defined by the Tokyo Stock Exchange and the Independence Criteria as defined by the Company (please refer to page 13).
The Company has entered into a limited liability agreement with Ms. Satoko Nishimura in accordance with Article 427, Paragraph 1 of the Companies Act to limit her liability for damages pursuant to Article 423, Paragraph 1 of the said act to the amount stipulated by laws and regulations. Subject to the approval of her reappointment, the Company intends to continue such limited liability agreement with her under the same terms and conditions.
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