Yukiguni Maitake : Notice of Convocation of the 6th Ordinary General Meeting of Shareholder

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.

Securities Code: 1375

June 6, 2023

To Our Shareholders

Masafumi Yuzawa

President and CEO, Representative Director

Yukiguni Maitake Co., Ltd.

89 Yokawa, Minamiuonuma-shi, Niigata, Japan

NOTICE OF CONVOCATION OF

THE 6TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 6th Ordinary General Meeting of Shareholders of Yukiguni Maitake 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 6th 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.maitake.co.jp/ir/ir_stock03.php (in Japanese)

Website for informational materials for the general meeting of shareholders: https://d.sokai.jp/1375/teiji/ (in Japanese)

TSE 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 Maitake" 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 or in writing (by mail). Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later than Monday, June 26, 2023, at 5:30 p.m. (JST), the deadline.

[Exercise of voting rights via the Internet]

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.

[Exercise of voting rights in writing (by mail)]

Please indicate your approval or disapproval of the proposals on the voting form and return it to the Company by mail so that it arrives before the deadline above.

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1. Date and Time:
   Tuesday, June 27, 2023 at 10:00 a.m. Japan Time (the admission commences at 9:00 a.m.)

1. Place:
   Aurora, NASPA New Otani 4F Yuzawa 2117-9,Yuzawa-machi,Minamiuonuma-gun, Niigata, Japan (Please note that the venue is different from that of last year.)

1. Meeting Agenda: Matters to Be Reported:
2. 1. 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 6th Fiscal Term (from April 1, 2022, to March 31, 2023)
   2. The Non-Consolidated Financial Statements for the 6th Fiscal Term (from April 1, 2022, to March 31, 2023)

Proposals to Be Resolved:

Proposal No. 1: Election of Five Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Proposal No. 2: Election of One Director Who Is One Audit and Supervisory Committee Member

Proposal No. 3: Election of an Accounting Auditor

IV. Information on Exercise of Voting Rights

• 1. If you exercise your voting rights in writing (by 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.
  2. If you exercise your voting rights via the Internet multiple times, the vote exercised last will be recorded as the effective vote.
  3. If you exercise your voting rights in duplicate both via the Internet and in writing (by mail), the Company will only deem your exercise via the Internet valid regardless of arrival dates.
  4. 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:
• 1. The Business Report: The System for Ensuring the Appropriateness of Business and the Operational Status of the System
  2. The Consolidated Financial Statements: Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements
  3. 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 had sent the "Notice of Resolutions of Ordinary General Meeting of Shareholders" to shareholders previously but discontinued delivery of the written notice from the 6th Term. Accordingly, 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.

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Reference Documents for the Ordinary General Meeting of Shareholders

The Company's Proposals

Proposal No. 1: Election of Five Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Five Directors (excluding Directors who are Audit and Supervisory Committee Members; the same applies hereinafter in this proposal) will retire at the conclusion of this Ordinary General Meeting due to the expiry of the terms of office.

Therefore, the Company proposes the election of five Directors.

The selection of candidates for Directors has been deliberated by the voluntary Nomination and Compensation Committee which has Independent Directors as the majority of the members and is chaired by an Outside Director who is an Independent 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.

The candidates for Director are as follows:

Candidate		Current Position and Responsibilities
Name					Candidate Attributes
No.	at the Company
1	Masafumi Yuzawa	President and CEO,
	Reelection
		Representative Director
2	Toshiyuki Saikusa	Senior Managing Director
	Reelection
3	Mitsuo Fujio	Director
	Reelection
4	Noriko Chibayashi	Independent Outside Director
	Reelection		Outside	Independent
5	Yoshino Tsujita	Independent Outside Director
	Reelection			Outside		Independent

Reelection

Outside

Independent

Candidate for Director to be reelected Candidate for Outside Director

An Independent Director based on the provisions of the Tokyo Stock Exchange

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Number of Shares of

the Company Held

4,364

Attendance at Board

of Directors Meetings

17/17

Candidate No.	Name	Date of Birth
1	Masafumi Yuzawa	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, General Manager of Tokyo Sales Office, Manager of Section 3 of the Company (former Yukiguni Maitake Co., Ltd.)

Sept. 2014 Deputy General Manager of Sales Operations Division of the Company (former Yukiguni Maitake Co., Ltd.)

Oct. 2014 Executive Officer, General Manager of Business Planning Office of the Company (former Yukiguni Maitake Co., Ltd.)

Mar. 2015 Left the Company (former Yukiguni Maitake Co., Ltd.)

Apr. 2015 Executive Officer, General Manager of Corporate Planning Office of Hakkaisan Brewery Co., Ltd.

June 2016 Left Hakkaisan Brewery Co., Ltd.

July 2016 Joined the Company (former Yukiguni Maitake Co., Ltd.), Managing Executive Officer, General Manager of Sales Operations Division

June 2021 Director, Managing Executive Officer, General Manager of Sales Operations Division of the Company

Apr. 2022 President and CEO, Representative Director of the Company (current position)

Reasons for Nomination as a Candidate for Director

Mr. Masafumi Yuzawa is, according to his experience in sales of mushrooms for many years since he joined the Company in 1995 until now, familiar with the consumption trend and sales characteristics of vegetables and fruits. The Company believes that he will continue to contribute to enhancing the corporate value of the Company by leading the growth to a comprehensive manufacturer of premium mushrooms 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.

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Number of Shares of

the Company Held

3,115

Attendance at Board

of Directors Meetings

17/17

Candidate No.	Name	Date of Birth
2	Toshiyuki Saikusa	September 27, 1973
Reelection

[Career Summary Positions, Responsibilities, and Important Concurrent Positions]

Mar. 2004 Joined Shinmei Co., Ltd. (currently Shinmei Holdings Co., Ltd.)

Apr. 2015 Manager, Personnel Division, Administration Department of Shinmei Holding Co., Ltd. (currently Shinmei Holdings Co., Ltd.),

General Manager, Business Department of Shinmei Co., Ltd. (seconded)

July 2016 Manager, Accounting and Finance Section, Administration Department, Administration Division of Shinmei Holding Co., Ltd. (currently Shinmei Holdings Co., Ltd.)

Apr. 2017 General Manager, Administration Department, Administration Division, General Manager, Corporate Planning Office, and General Manager, Accounting and Finance Section of Shinmei Co., Ltd. (currently Shinmei Holdings Co., Ltd.)

July 2017 General Manager, Corporate Planning Office and Manager, Accounting and Finance

Section of Shinmei Co., Ltd. (currently Shinmei Holdings Co., Ltd.)

Oct. 2017 Director, Deputy General Manager of Administration Division of the Company (former Yukiguni Maitake Co., Ltd.)

Nov. 2017 General Manager, General Affairs and Human Resources Division, Administration Department, Administration Division of Shinmei Co., Ltd. (currently Shinmei Holdings Co., Ltd.)

Mar. 2018 Director of the Company (former Yukiguni Maitake Holdings Co., Ltd.)

Apr. 2018 Director in charge of Corporate Planning Division of the Company (former Yukiguni Maitake Co., Ltd.)

Jan. 2020 Executive Director of the Company (former Yukiguni Maitake Co., Ltd.) June 2022 Senior Managing Director of the Company (current position)

Reasons for Nomination as a Candidate for Director

Mr. Toshiyuki Saikusa is familiar with accounting and finance operations in the food industry, and we judge that we can utilize his experience and insight in management of the Company. In addition, he has a wealth of experience and a wide range of insights in M&A in the food industry, and we believe that we can utilize his experience and insights in the growth strategy of the Company. Therefore, we selected him as a candidate for Director.

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