Hokuto : Notice of the 60th 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.

Securities Code: 1379 June 8, 2023 Start date of measures for electronic provision: June 2, 2023

To our shareholders:

Masayoshi Mizuno, President

HOKUTO Corporation

138-1 Minamihori, Nagano City, Nagano Prefecture

Notice of the 60th Annual General Meeting of Shareholders

We hereby provide notice that the 60th Annual General Meeting of Shareholders of HOKUTO Corporation (the "Company") will be held for the purposes as described below.

When convening this general meeting of shareholders, the Company takes measures for providing in electronic format the information that constitutes the content of reference documents for the shareholders meeting, etc. (items for which measures for providing information in electronic format are to be taken). This information is posted on each of the following websites, so please access either of those websites to confirm the information.

[The Company's website] https://www.hokto-kinoko.co.jp(in Japanese)

(From the above website, select "Corporate/IR," followed by "To Investors" "Share Information" and "General Meeting of Shareholders," in that order.)

[Website for posted informational materials for the general meeting of shareholders] https://d.sokai.jp/1379/teiji/ (in Japanese)

[Tokyo Stock Exchange website (TSE 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 "HOKUTO" in "Issue name (company name)" or the Company's securities code "1379" 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].")

Furthermore, instead of attending on the day, you may exercise your voting rights in writing or via the Internet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by no later than 5:30 p.m. on Thursday, June 22, 2023 (JST).

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1. Date and Time: Friday, June 23, 2023 at 10:00 a.m. (JST)
2. Venue: Conference Room at Headquarters

138-1 Minamihori, Nagano City, Nagano Prefecture

3. Meeting Agenda Items to be reported:

1. Report on the Business Report and Consolidated Financial Statements for the 60th Fiscal Year (April 1, 2022 to March 31, 2023), and the audit results of Consolidated Financial Statements by the financial auditor and the Audit & Supervisory Board
2. Report on the Non-consolidated Financial Statements for the 60th Fiscal Year (April 1, 2022 to March 31, 2023)

Items to be resolved:

Proposal No. 1 Appropriation of Retained Earnings

Proposal No. 2 Election of Six Directors

• The Company will hold the General Meeting of Shareholders for this year after taking steps to prevent the further spread of COVID-19, placing the utmost priority on the safety of its shareholders. Please consider whether you will attend this General Meeting of Shareholders on the day after taking into consideration the situation surrounding the spread of the virus and your own health condition at the time the meeting is scheduled to be held. As the proceedings of this General Meeting of Shareholders will be streamed live, please consider viewing that stream as an option.
• Shareholders who will be attending this General Meeting of Shareholders on the day may be asked to wear a mask in light of the situation surrounding the spread of COVID-19.
• The Company has suspended the distribution of gifts at the venue for the General Meeting of Shareholders for this year. Thank you in advance for your understanding.

1. If attending the meeting on the day, please submit the voting form at the venue reception.
2. In accordance with a revision of the Companies Act, in principle, you are to check items subject to measures for electronic provision by accessing either of the above websites. The decision was made to deliver paper-based documents stating the items only to shareholders who request the delivery of paper-based documents by the record date. However, for this general meeting of shareholders, we have delivered paper-based documents stating the items subject to measures for electronic provision to all shareholders, regardless of whether or not they have requested them.
   Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and Article 15 of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents to be sent.
3. 1. The "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
   2. The "Statement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements

Accordingly, the Consolidated Financial Statements and Non-consolidated Financial Statements included in these documents constitute part of the documents audited by the financial auditor and the Audit & Supervisory Board Members when preparing the financial audit report and audit report, respectively.

3. If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on each of the above websites.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1 Appropriation of Retained Earnings

The Company positions the return of profits to shareholders as an important policy. While securing the necessary internal reserves to strengthen the quality of management and prepare for future business development, the Company's basic policy is to endeavor toward maintaining a stable dividend.

Year-end dividends

1. Type of dividend property To be paid in cash.
2. Allotment of dividend property and their aggregate amount ¥30 per common share of the Company
   Total dividends: ¥954,212,490
   As the Company has already paid an interim dividend of ¥10 per share, the annual dividend, including this interim dividend, will be ¥40 per share.
3. Effective date of dividends of retained earnings
   The effective date of dividends will be June 26, 2023.

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Proposal No. 2 Election of Six Directors

The terms of office of all seven Directors will expire at the conclusion of this meeting. Therefore, the Company proposes the election of six Directors (including three Outside Directors).

The candidates for Director are as follows:

Candidate	Name	Career summary and position and responsibilities in the	Number of the
	Company	Company's shares
No.	(Date of birth)
(Significant concurrent positions outside the Company)	owned
		Apr. 1990	Joined the Company
		June 1995	Managing Director and General Manager,
			Kyushu Branch
		June 1997	Senior Managing Director and Director of
			Mushroom Production Division
		Apr. 2000	Senior Managing Director and Director of
			Management Division
		Apr. 2003	Senior Managing Director and Director of
	Masayoshi Mizuno		Mushroom Sales Division	599,072 shares
	June 2005	Director and Vice President
	(September 18, 1965)
	July 2006	President (current position)
1		(Significant concurrent positions outside the Company)
	Representative Director & Chairman of Hokuto Industry
		Corporation
		Representative Director & Chairman of HOKTO KINOKO
		COMPANY
		Director of Taiwan Hokuto Corporation
		Director of HOKTO MALAYSIA SDN. BHD.
		Chairman of The Nagano Chamber of Commerce and Industry
	[Reasons for nomination as candidate for Director]
	Masayoshi Mizuno possesses abundant experience and insight acquired through his service as the person overseeing
	key business areas since his appointment as Director. Over the 17 years since his appointment as Representative
	Director, he has appropriately managed and overseen all aspects of management, and therefore the Company has judged
	that he will be able to continue appropriately executing his duties as Director going forward amid the changing
	environment surrounding the Company, and has thus nominated him as a candidate for Director.
		Apr. 1996	General Manager, Kofu Branch of Yamaichi
			Securities Co., Ltd.
		Apr. 1998	Joined the Company
			General Manager of General Affairs
			Department
		June 2001	Director and Executive Secretary
	Tomio Takato	Apr. 2004	Managing Director and Director of
		Management Division	15,032 shares
	(March 10, 1955)	July 2006	Senior Managing Director and Director of
2			Management Division (current position)
	(Significant concurrent positions outside the Company)
		Audit & Supervisory Board Member of Arden Corporation
		Audit & Supervisory Board Member of Taiwan Hokuto
		Corporation
		Audit & Supervisory Board Member of SUN MEDICA Co.,
		Ltd.
	[Reasons for nomination as candidate for Director]
	Tomio Takato possesses abundant experience and knowledge, having served mostly consistently as the person
	overseeing management departments since his appointment as Director. The Company has judged that he will be able to
	continue utilizing his insight to appropriately execute his duties as Director going forward, and has thus nominated him
	as a candidate for Director.

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Candidate	Name	Career summary and position and responsibilities in the	Number of the
	Company	Company's shares
No.	(Date of birth)
(Significant concurrent positions outside the Company)	owned
		Apr. 1985	Joined the Company
		Apr. 1999	General Manager, Research and Development
			Office, Mushroom General Research Institute
		Apr. 2012	General Manager of Mushroom General
			Research Institute
	Satoshi Inatomi	June 2017	Director and General Manager of Mushroom	5,400 shares
		General Research Institute
	(September 5, 1962)
	Apr. 2019	Director and Director of Research and
3			Development Division
	Apr. 2023	Director and Director of Production Division
			(current position)
		(Significant concurrent positions outside the Company)
		Director of Arden Corporation
	[Reasons for nomination as candidate for Director]
	Since joining the Company, Satoshi Inatomi has worked in research departments, and his specialized knowledge and
	abundant experience make him a useful human resource for enhancing the corporate value of the Company as an
	integrated mushroom company. Accordingly, the Company has judged that he will be able to continue utilizing his
	insight to appropriately execute his duties as Director going forward, and has thus nominated him as a candidate for
	Director.
		Apr. 1992	Established Kitamura Legal Office
		Sept. 2003	Representative Partner of Kitamura Legal
	Haruo Kitamura		Office, Legal Professional Corporation
		(currently Kitamura, Kato, and Sano Legal	- shares
	(March 10, 1956)
		Office, Legal Professional Corporation)
		June 2013	Outside Director of the Company (current
4			position)
[Reasons for nomination as candidate for outside Director and overview of expected role]
	Haruo Kitamura possesses specialized knowledge, abundant experience, and achievements as an attorney, and he
	participates in decision-making at meetings of the Board of Directors by providing his accurate views on corporate
	governance, such as policies for the management of subsidiaries, from an objective perspective. He does not have
	experience of direct participation in management in the past, but the Company expects that he will continue to fulfill a
	role in supervising the operation of the Company from an objective standpoint that is independent of the executives of
	the Company.
		Apr. 2000	Joined Coin Ltd.
			(currently Cookpad Inc.)
		July 2008	Executive Officer
		July 2010	Manager of President's Office
		July 2011	Resigned as Executive Officer
	Takako Kotake	Feb. 2012	Left Cookpad Inc.
	[Name on family register:	June 2013	Outside Director of the Company (current	- shares
	Takako Saito]		position)
	(September 6, 1972)	Apr. 2016	Joined Cookpad Inc.
5			Managing Director of Public Relations
		Department and Corporate Branding
			Department (current position)
		June 2018	External Director of FURYU Corporation
			(current position)
	[Reasons for nomination as candidate for outside Director and overview of expected role]
	Takako Kotake possesses advanced knowledge regarding food and cooking, and she also utilizes her abundant business
	experience to provide views that contribute to vitalizing the operation of the Company, including the perspectives of
	marketing and the creation of a workplace environment that promotes the active participation of women. The Company
	expects that she will continue to fulfill a role in supervising the management of the Company from an objective
	standpoint that is independent of the executives of the Company.

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