This document has been translated from 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: 8091

June 2, 2022

To Shareholders with Voting Rights:

Kazuaki Matsumoto

President, Representative Director

NICHIMO CO., LTD.

2-20Higashi-Shinagawa2-chome,

Shinagawa-ku, Tokyo, Japan

NOTICE OF

THE 136th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

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

We hereby inform you that the 136th Annual General Meeting of Shareholders of NICHIMO CO., LTD. (the "Company") will be held as described below.

If you do not attend the meeting, you can exercise your voting rights in either of the following ways. Please review the Reference Documents for the General Meeting of Shareholders attached below, and exercise your voting rights by no later than 5:10 p.m. on Thursday, June 23, 2022, Japan time.

[To execute your voting rights via postal service]

You are kindly requested to indicate approval or disapproval of the proposals on the Voting Rights Exercise Form enclosed herewith, and return it so that it reaches us no later than the above voting deadline.

[To execute your voting rights via the Internet]

You are kindly requested to enter approval or disapproval of the proposals by accessing the voting website (https://www.web54.net/) designated by the Company using the "voting rights exercising code" and the "password" indicated on the Voting Rights Exercise Form enclosed herewith, and following the instructions on the screen.

  • For more details, please read the Guide to Exercising Voting Rights via the Internet, etc."

1. Date and Time: Friday, June 24, 2022 at 10:00 a.m. Japan time

*Reception starts at 9:00 a.m. Japan time

2. Place:

TOP OF THE BAY, Dai-ichi Hotel Tokyo Seafort, 28th floor,

3-15Higashi-Shinagawa2-chome,Shinagawa-ku, Tokyo, Japan

3. Meeting Agenda:

Matters to be reported:1. The Business Report and Consolidated Financial Statements for the

Company's 136th Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by the Accounting Auditor and the Audit & Supervisory Committee of the Consolidated Financial Statements

2. The Non-consolidated Financial Statements for the Company's 136th Fiscal Year (April 1, 2021 - March 31, 2022)

Proposals to be resolved:

Proposal 1: Partial Amendments to the Articles of Incorporation

Proposal 2: Election of Six (6) Directors (excluding Directors Serving as Audit & Supervisory Committee Member)

Proposal 3: Election of Four (4) Directors Serving as Audit & Supervisory Committee Member

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Proposal 4: Determining the Amount and Content of Stock Compensation, etc. for

Directors

4. Other Matters Concerning Convocation of the General Meeting of Shareholders

    1. If you have exercised your voting rights more than once via the Internet, etc., the last vote will be treated as the valid one.
    2. If you have exercised your voting rights both by posting the Voting Rights Exercise Form by mail and via the Internet, etc., only the vote exercised via the Internet, etc. will be treated as the valid one.
    3. Among the documents which should be provided together with this Notice, the Notes to Consolidated Financial Statements and the Notes to Non-consolidated Financial Statements are made available on the Company's website (https://www.nichimo.co.jp/) pursuant to applicable laws and regulations and Article 15 of the Articles of Incorporation of the Company. Accordingly, they are not attached to this Notice.
      The Consolidated Financial Statements and Non-Consolidated Financial Statements attached to this Notice are a part of the Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Accounting Auditor and the Audit & Supervisory Committee in preparing their audit report.
  • For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
  • Should the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements require revisions, the revised versions will be posted on the Company's website (https://www.nichimo.co.jp/).

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments

  1. Following the enforcement of the Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts, it has become possible for listed companies to hold a General Meeting of Shareholders without a designated location if certain requirements are met, with such stipulations provided in their Articles of Incorporation. Accordingly, a provision to the effect that the Company may hold a General Meeting of Shareholders without a designated location shall be added to Article 12 (Convocation of General Meeting of Shareholders) of the current Articles of Incorporation with the aim of allowing many shareholders to attend the meeting in an easier way, regardless of where they live, and thereby promoting invigoration, efficiency improvement and smoother operation of General Meetings of Shareholders, and at the same time, mitigating risks in the event of large-scale disasters, including contagious diseases and natural disasters.
  2. The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act"(Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for the General Meeting of Shareholders, the Articles of Incorporation of the Company shall be amended as follows.
    1. The proposed Article 15, Paragraph 1 provides that information contained in the Reference Documents for the General Meeting of Shareholders, etc. shall be provided electronically.
    2. The purpose of proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
    3. The provisions related to the Internet disclosure and deemed provision of the Reference Documents for the General Meeting of Shareholders, etc. (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
    4. In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established.

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2. Details of the amendments

The details of the amendments are as follows.

(Amended parts are underlined.)

Current Articles of Incorporation

Proposed amendments

CHAPTER I General Provisions

CHAPTER I General Provisions

Article 1 to Article 5 (Paragraphs omitted)

Article 1 to Article 5 (Paragraphs remain

unchanged)

CHAPTER II Shares

CHAPTER II Shares

Article 6 to Article 11 (Paragraphs omitted)

Article 6 to Article 11 (Paragraphs remain

unchanged)

(Convocation of General Meeting of

(Convocation of General Meeting of

Shareholders)

Shareholders)

Article 12 An Annual General Meeting of

Article 12 An Annual General Meeting of

Shareholders of the Company

Shareholders of the Company

shall be convened in June of each

shall be convened in June of each

year, and an Extraordinary

year, and an Extraordinary

General Meeting of Shareholders

General Meeting of Shareholders

shall be convened whenever

shall be convened whenever

necessary.

necessary.

(2) The Company may hold a General

Meeting of Shareholders without a

designated location.

Article 13 to Article 14 (Paragraphs omitted)

Article 13 to Article 14 (Paragraphs remain

unchanged)

(Internet Disclosure and Deemed Provision of

Reference Documents for the General Meeting

of Shareholders, etc.)

Article 15 The Company may, when

convening a General Meeting of

Shareholders, deem that it has

provided information to

shareholders pertaining to matters

to be described or indicated in the

Reference Documents for the

General Meeting of Shareholders,

Business Report, Non-

consolidated Financial Statements,

and Consolidated Financial

Statements, by disclosing such

information through the internet in

accordance with the provisions

provided in the Ordinance of the

Ministry of Justice.

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Current Articles of Incorporation

Proposed amendments

(Measures for Electronic Provision, etc.)

Article 15

The Company shall, when

convening a General Meeting of

Shareholders, provide information

contained in the Reference

Documents for the General

Meeting of Shareholders, etc.

electronically.

(2)

Among the matters to be provided

electronically, the Company may

choose not to include all or part of

the matters stipulated in the

Ordinance of the Ministry of

Justice in the paper copy to be sent

to shareholders who have

requested it by the record date for

voting rights.

Article 16 to Article 39 (Paragraphs omitted)

Article 16 to Article 39 (Paragraphs remain

unchanged)

Supplementary provisions

Supplementary provisions

(Transitional Measures Concerning Electronic

Provision, etc. of Materials for General

Meeting of Shareholders)

1.

The changes in Article 15 of the Articles

of Incorporation shall come into effect on

September 1, 2022 (hereinafter, the

"Effective Date"), which is the date of

enforcement of the amended provisions

stipulated in the proviso of Article 1 of the

supplementary provisions of the Act

Partially Amending the Companies Act

(Act No. 70 of 2019).

2.

Notwithstanding the provisions of the

preceding paragraph, Article 15 (Internet

Disclosure and Deemed Provision of

Reference Documents for the General

Meeting of Shareholders, etc.) of the

current Articles of Incorporation shall

remain in force with respect to a General

Meeting of Shareholders to be held on a

date within six months from the Effective

Date.

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Nichimo Co. Ltd. published this content on 01 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 July 2022 01:32:05 UTC.