Izumi : Notice of the 63rd Annual General Meeting of Shareholders

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.

(Stock code: 8273) May 10, 2024

To our shareholders:

Yasuaki Yamanishi

President and Representative Director

IZUMI CO., LTD.

3-3-1 Futabanosato, Higashi-ku, Hiroshima, Japan

Notice of the 63rd Annual General Meeting of Shareholders

We are pleased to announce the 63rd Annual General Meeting of Shareholders of IZUMI 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 in electronic format, and the matters subject to measures for electronic provision are posted on the following website.

The Company's website:

https://www.izumi.co.jp/corp/ir/fi_shareholder.html (in Japanese)

Tokyo Stock Exchange, Inc. website: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

Access the website by using the internet address shown above, enter "IZUMI" in "Issue name (company name)" or the Company's securities code "8273" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information."

Instead of attending the meeting in person, you may exercise your voting rights either in writing or on the Internet. Please review the following Reference Document for the General Meeting of Shareholders provided in the matters subject to measures for electronic provision, and exercise your voting rights by 6:00 p.m. on Tuesday, May 28, 2024 (JST).

1. Date and Time: Wednesday, May 29, 2024, at 10:00 a.m. (JST) (reception starts at 9:00 a.m.)
2. Venue: 6th Floor, youme Hall, Head office of the Company

3-3-1 Futabanosato, Higashi-ku, Hiroshima, Japan

3. Purpose of the Meeting Matters to be reported:

1. The Business Report and the Consolidated Financial Statements for the 63rd fiscal year (from March 1, 2023 to February 29, 2024), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 63rd fiscal year (from March 1, 2023 to February 29, 2024)

• Please refer to the "Notice regarding the Policy for Convening an Adjourned Meeting for the 63rd Annual General Meeting of Shareholders" on the next page concerning the treatment of matters to be reported.

Matters to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of One Director

Proposal No. 3: Election of Two Audit & Supervisory Board Members

• If you will attend the meeting, please submit the enclosed voting form at the reception desk of the General Meeting of Shareholders.
• If no indication is made in the voting form, the vote shall be deemed as an intention of approval.
• In accordance with the provisions of laws and regulations and Article 13 of the Articles of Incorporation of the Company, the following matters are not provided in the paper-based documents delivered to shareholders who have made a request for delivery of such documents. Accordingly, these documents are part of the documents included in the scope of audits by the Audit & Supervisory

- 1 -

Board Members and the Financial Auditor when they create their respective audit reports.

• Consolidated Statement of Changes in Net Assets
• Notes to Consolidated Financial Statements
• Non-consolidatedStatement of Changes in Net Assets
• Notes to Non-consolidated Financial Statements

* If revisions to the matters subject to measures for electronic provision arise, the details of such revisions will be posted on each website.

- 2 -

Notice regarding the Policy for Convening an Adjourned Meeting

for the 63rd Annual General Meeting of Shareholders

1. Reason for determining the Policy for Convening an Adjourned Meeting for an Annual General Meeting of Shareholders

Among the purpose of the Company's 63rd Annual General Meeting of Shareholders to be held on May 29, 2024 ("this Meeting"), the Company was scheduled to report to shareholders at this Meeting on matters to be reported "The Business Report and the Consolidated Financial Statements for the 63rd fiscal year (from March 1, 2023 to February 29, 2024), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board" and "The Non-consolidated Financial Statements for the 63rd fiscal year (from March 1, 2023 to February 29, 2024)."

However, restoration work from the damage caused by a third-party ransomware attack that occurred on February 15, 2024 will take considerable time, so financial reporting related procedures have not yet been completed. Therefore, the Company is unable to provide the Business Report, the Consolidated Financial Statements, the Non-consolidated Financial Statements, the audit report by the Financial Auditor, and the audit report from the Audit & Supervisory Board for the 63rd fiscal year.

Consequently, the Company plans to obtain the approval of its shareholders to convene an adjourned meeting of this Meeting (the "Adjourned Meeting") promptly upon completion of the required procedures, such as receipt of the audit report by the Financial Auditor, to report at the Adjourned Meeting on the matters to be reported for the 63rd fiscal year, and to entrust determination of the date, time and venue of the Adjourned Meeting to the chairperson (this plan, hereinafter the "Proposal"). If the Proposal is approved at this Meeting, the Company intends to separately send shareholders a notice of the Adjourned Meeting and hold the Adjourned Meeting.

Because the Adjourned Meeting will be part of this Meeting, the shareholders who can attend the Adjourned Meeting will be the same shareholders who can exercise their voting rights at this Meeting.

2. Overview of the Adjourned Meeting

The Company proposes to resolve at this Meeting that the General Meeting of Shareholders be "adjourned" pursuant to Article 317 of the Companies Act. An overview of the Adjourned Meeting based on such resolution is as follows.

(1) Date, Time and Venue:	The date, time and venue of the Adjourned Meeting shall be notified promptly once
	determined after the Proposal is approved at this Meeting.

1. Purpose of the Meeting Matters to be reported:
2. 1. The Business Report and the Consolidated Financial Statements for the 63rd fiscal year (from March 1, 2023 to February 29, 2024), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
   2. The Non-consolidated Financial Statements for the 63rd fiscal year (from March 1, 2023 to February 29, 2024)

- 3 -

Reference Document for the General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1: Appropriation of Surplus

The Company is focused on the continuous provision of stable dividends to shareholders while strengthening its business structure. We had forecast ¥44 per share for a year-end dividend for the fiscal year ended February 29, 2024, but we have increased this by ¥1 to ¥45, based on the above policy and in consideration of a comprehensive range of factors, including the Company's performance in this fiscal year and the future business environment. Also, the annual dividend per share, including the interim dividend (¥44 per share), will be ¥89 per share.

(1)	Type of dividend property	Cash
(2)	Allotment of dividend property to shareholders	¥45 per common share of the Company
	and their aggregate amount	Total payment: ¥3,218,323,095
(3)	Effective date of dividends of surplus	May 30, 2024

- 4 -

Proposal No. 2: Election of One Director

At the conclusion of this Meeting (General Meeting of Shareholders to be held on May 29, 2024), Director Kunihiko Yoneda will retire by resignation, despite being midway through his term of office. Therefore, the Company proposes the election of one Director.

Izumi Yano (name on family register: Izumi Taniguchi) has been nominated as a substitute for Kunihiko Yoneda. Therefore, her term of office shall expire at the same time as the retired Director's as stipulated in the Company's Articles of Incorporation.

The candidate for Director is as follows.

				Number of
Name	Career summary and position in the Company, and significant concurrent positions		the
	Company'
(Date of birth)		outside the Company
		s shares
				owned
	Apr. 1996	Lecturer of Faculty of Commercial Sciences of Hiroshima Shudo
		University
	Apr. 1997	Assistant Professor of the Faculty of Commercial Sciences of
		Hiroshima Shudo University
	Apr. 2001	Assistant Professor of School of Applied Biological Science of
		Hiroshima University
	Apr. 2002	Associate Professor of Graduate School of Biosphere Science of
		Hiroshima University
	Apr. 2015	Professor of the Faculty of Commercial Sciences of Hiroshima
		Shudo University (current position)
	Apr. 2020	Vice President of Hiroshima Shudo University		- shares
		Head of Center for the Co-Creation of Hiroshima's Future of
		Hiroshima Shudo University
Izumi Yano		Director and Councilor of SHUDO GAKUEN (current position)
(Name on family register:	Apr. 2022	President of Hiroshima Shudo University (current position)
Izumi Taniguchi)	June 2023	Director of The Hiroshima Shinkin Bank (current position)
(April 14, 1967)
(Significant concurrent positions outside the Company)
New election
Outside Director	President, Professor of the Faculty of Commercial Sciences of Hiroshima Shudo
Independent Officer
University
	Director and Councilor of SHUDO GAKUEN
	Director of The Hiroshima Shinkin Bank
	[Reasons for nomination as a candidate for Outside Director, reasons for judging the candidate
	capable of appropriately fulfilling duties, and overview of expected roles]
	Izumi Yano has been widely engaged in university management as President of Hiroshima Shudo
	University, and she has extensive experience in organizational management as well as a wide
	network of personal connections.
	Although she does not have prior experience of direct involvement in the management of a
	company by methods other than serving as a Director of The Hiroshima Shinkin Bank, she is
	deeply knowledgeable about food distribution, particularly concerning agricultural and marine
	products, including through her successive positions as a committee member for central
	wholesale market operations in various regions, beside her academic research. She will make a
	large contribution to improving the Company's quality management and future business
	development focused on food through her extensive knowledge and experience about food safety
	and food waste recycling. She has been nominated as a candidate for Outside Director based on
	the view that she is qualified to supervise the company's business activities.

Notes: 1. There is no special interest between the candidate for Director and the Company.

1. Izumi Yano is a candidate for Outside Director.
2. If the election of Izumi Yano as Director is approved and adopted, pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company plans to enter into an agreement with her to limit her liability for damages under Article 423, paragraph (1) of the Companies Act as provided for in the Articles of Incorporation. The maximum amount of liability for damages under this agreement is the amount provided for under laws and regulations.
3. The Company has entered into a directors and officers liability insurance policy with an insurance company, thereby covering losses including shareholder derivative suit that will be assumed by the insured. The candidate for Director will
4. • 5 -

be included as the insured in the insurance policy. In addition, the Company plans to renew the insurance policy with the same content upon the next policy renewal.

5. If the election of Izumi Yano as Director is approved and adopted, the Company will submit notification to the Tokyo Stock Exchange that she has been designated as an independent officer as provided for by the aforementioned exchange.

- 6 -

Proposal No. 3: Election of Two Audit & Supervisory Board Members

At the conclusion of this Meeting (at the conclusion of the Adjourned Meeting), the terms of office of Audit & Supervisory Board Members Tomoko Horikawa and Hirotaka Okada will expire. Therefore, the Company proposes the election of two Audit & Supervisory Board Members.

In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal. The candidates for Audit & Supervisory Board Member are as follows.

Candidate	Name	Career summary and position in the Company, and significant	Number of the
Company's
No.	(Date of birth)		concurrent positions outside the Company
	shares owned
		Oct. 1991	Certified public accountant
			Joined Century Audit Corporation
		Oct. 1994	Audit & Supervisory Board Member (part-time) of
			Chugoku Mokuzai Co., Ltd.
		Mar. 1999	Retired from Century Audit Corporation
			Joined Chugoku Mokuzai Co., Ltd., Audit &
			Supervisory Board Member (full-time)
		Apr. 2004	Director and Division Manager of the Corporate
			Planning Division of Chugoku Mokuzai Co., Ltd.
		Apr. 2012	Managing Director, Division Manager of the	- shares
			Corporate Planning Division, and General Manager
			of President's Office of Chugoku Mokuzai Co., Ltd.
	Tomoko Horikawa	Feb. 2015	President and Representative Director of Chugoku
	(March 9, 1966)		Mokuzai Co., Ltd.
	May 2020	Audit & Supervisory Board Member of the Company
1	Reelection
	(current position)
Outside Audit &
	Supervisory Board	Oct. 2022	Chair and Representative Director of Chugoku
	Member		Mokuzai Co., Ltd. (current position)
	Independent Officer	(Significant concurrent positions outside the Company)
		Chair and Representative Director of Chugoku Mokuzai Co., Ltd.
		[Reasons for nomination as a candidate for Outside Audit & Supervisory Board
		Member and for judging the candidate capable of appropriately fulfilling duties]
		Tomoko Horikawa has gained experience as a certified public accountant while working
		for a major auditing firm, and since joining the family business of Chugoku Mokuzai
		Co., Ltd., she has served as an officer of major departments involved in management
		and she currently serves as the Chair and Representative Director.
		She possesses high-level insight as a corporate manager and accounting specialist. The
		Company continues to judge her capable of appropriately fulfilling her duties as an
		Outside Audit & Supervisory Board Member due to the expectation that she will
		provide useful advice and recommendations to further strengthen the Company's audit
		system based on such knowledge and experience. Therefore, the Company nominates
		her as an Audit & Supervisory Board Member.

- 7 -

Candidate	Name	Career summary and position in the Company, and significant	Number of the
Company's
No.	(Date of birth)		concurrent positions outside the Company
	shares owned
		July 2009	District Director of Takehara Tax Office
		July 2013	Director of Administration and Legal Division,
			Planning and Administration Department of
			Hiroshima Regional Taxation Bureau
		July 2014	Chief Internal Inspector, Hiroshima Regional
			Taxation Bureau, Commissioner's Secretariat of the
			National Tax Agency
		July 2016	Assistant Regional Commissioner, Large Enterprise
			and Criminal Investigation Department of Hiroshima	- shares
			Regional Taxation Bureau
		July 2017	Retired from Large Enterprise and Criminal
	Hirotaka Okada		Investigation Department of Hiroshima Regional
		Taxation Bureau
2	(February 15, 1957)	Aug. 2017	Established a tax accountant office (current position)
Reelection	May 2020	Audit & Supervisory Board Member of the Company
	Outside Audit &		(current position)
	Supervisory Board Member
	(Significant concurrent positions outside the Company)
	Independent Officer
		Certified tax accountant
		[Reasons for nomination as a candidate for Outside Audit & Supervisory Board
		Member and for judging the candidate capable of appropriately fulfilling duties]
		Hirotaka Okada has retired after serving as the head of essential departments of the
		National Tax Agency and is currently serving as a tax accountant.
		Although he does not have prior experience of direct involvement in the management of
		a company by methods other than serving as an Outside Audit & Supervisory Board
		Member, he possesses a wide range of business experience and expert knowledge as a
		tax specialist. The Company continues to judge him capable of appropriately fulfilling
		his duties as an Outside Audit & Supervisory Board Member due to the expectation that
		he will provide useful advice and recommendations to further strengthen the
		Company's audit system based on such knowledge and experience. Therefore, the
		Company nominates him as an Audit & Supervisory Board Member.
Notes: 1.	There is no special interest between any of the candidates for Audit & Supervisory Board Member and the Company.

1. Tomoko Horikawa and Hirotaka Okada are candidates for Outside Audit & Supervisory Board Member.
2. The Company has entered into limited liability agreements with Tomoko Horikawa and Hirotaka Okada under Article 427, paragraph (1) of the Companies Act as provided for in the Articles of Incorporation. If their reelection is approved, the Company plans to renew these agreements. The maximum amount of liability for damages under this agreement is the amount provided for under laws and regulations.
3. The Company has entered into a directors and officers liability insurance policy with an insurance company, thereby covering losses including shareholder derivative suit that will be assumed by the insured. The candidates for Audit & Supervisory Board Member will be included as the insureds in the insurance policy. In addition, the Company plans to renew the insurance policy with the same content upon the next policy renewal.
4. If the election of Tomoko Horikawa and Hirotaka Okada as Audit & Supervisory Board Members is approved and adopted, the Company will submit notification to the Tokyo Stock Exchange that they have been designated as independent officers as provided for by the aforementioned exchange.
5. Tenure as Audit & Supervisory Board Member of the Company (until the conclusion of this Meeting)
   Tomoko Horikawa and Hirotaka Okada's tenures since assuming office as Audit & Supervisory Board Members of the Company will have been four years each.

- 8 -

[Reference Information]

Skills matrix of Directors and Audit & Supervisory Board Members

If Proposal No. 2 and Proposal No. 3 are approved and adopted as proposed, skills matrix of Directors and Audit & Supervisory Board Members of the Company is as follows.

		Current position and	Attendance at	Business			Product
		management	Ability to
Name		Board of	Retail	development
	responsibility in the	and	respond to
	Directors	experience	and
		Company	management	change
		meetings		merchandising
			strategy
		President and
Yasuaki Yamanishi		Representative	15/15	●	●	●
		Director
Tatsuya Mikamoto		Deputy President	15/15	●	●
	and Director
Shigeki Machida		Deputy President	14/15	●	●	●	●
	and Director
		Director and
Hiroshi Kuromoto		Development	15/15		●	●
		Division Manager
		Director and
Daisuke Yamanishi		Corporate Planning	11/11	●	●	●
		Division Manager
Masahiro Nishikawa	Outside	Outside Director	9/11	●	●
Independent
	New election
Izumi Yano	Outside	-	-	●	●	●
	Independent
Naomi Aoyama	Outside	Outside Director	15/15	●		●
Independent
		Full-time Audit &
Hideaki Hisanaga		Supervisory Board	11/11	○	●	●	●
		Member
	Reelection	Outside Audit &
Tomoko Horikawa	Outside	Supervisory Board	14/15	●	●
	Independent	Member
	Reelection	Outside Audit &
Hirotaka Okada	Outside	Supervisory Board	14/15
	Independent	Member

- 9 -

		Current position	Store	Financial	Governance,	Personnel &		IT and
Name		risk	labor and	ESG and	promoting
	and responsibility	opening	accounting	management
	capacity	sustainability	digital
		in the Company	strategy	and finance	and legal
		building		transformation
					affairs
		President and
Yasuaki Yamanishi		Representative	●		●	●	●	○
		Director
Tatsuya Mikamoto		Deputy President	●	●	●	●	○	●
	and Director
Shigeki Machida		Deputy President	●	●	○		●	○
	and Director
		Director and
Hiroshi Kuromoto		Development	●				○
		Division Manager
		Director and
Daisuke Yamanishi		Corporate	○	●	○	●	●	○
	Planning Division
		Manager
Masahiro Nishikawa	Outside	Outside Director		●	●		●
Independent
	New election
Izumi Yano	Outside	-			●		●
	Independent
Naomi Aoyama	Outside	Outside Director				●	●	●
Independent
		Full-time Audit &
Hideaki Hisanaga		Supervisory			○		○
		Board Member
	Reelection	Outside Audit &
Tomoko Horikawa	Outside	Supervisory		●	●	●	●
	Independent	Board Member
	Reelection	Outside Audit &
Hirotaka Okada	Outside	Supervisory		●	●
	Independent	Board Member

• The table above is not an exhaustive list of the expertise and experience of Directors and Audit & Supervisory Board Members of the Company.

- 10 -