Nisshin OilliO : Notice of Convocation of the 151st Annual General Meeting of Shareholders and Meeting Materials

These documents are partial translations of the Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising out of the translations.

(Securities Code 2602) Date of transmission: June 2, 2023 Commencement date of electronic provision measures: May 29, 2023

To Shareholders with Voting Rights:

Takahisa Kuno

Representative Director and President

The Nisshin OilliO Group, Ltd.

1-23-1, Shinkawa, Chuo-ku, Tokyo,

Japan

NOTICE OF CONVOCATION OF

THE 151ST ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We cordially announce that the 151st Annual General Meeting of Shareholders of The Nisshin OilliO Group, Ltd. (the "Company") will be held for the purposes as described below.

In convening this Annual General Meeting of Shareholders, the Company has taken measures to provide information electronically in accordance with Article 325-3 of the Companies Act, which stipulates the matters for electronic provision. Please access the Company's website below to view this information.

The Company's website (https://www.nisshin-oillio.com/english/inv/ir_library/)

In addition to the above website, the Company has also disclosed matters for electronic provision on the website of the Tokyo Stock Exchange (TSE). Please access the below TSE website (TSE Listed Company Search), enter and search for the issue name (company name) or securities code, then select "Basic information" or "Documents for public inspection/PR information."

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

Even if you refrain from attending the meeting, you can exercise your voting rights in writing or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders, refer to Guide to Exercising Voting Rights described below, and exercise your voting rights by 5:30 p.m. Japan time on Thursday, June 22, 2023.

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Guide to Exercising Voting Rights

• To Attend the General Meeting of Shareholders

Submit the enclosed Voting Rights Exercise Form at the reception desk of the venue. You are also requested to bring this convocation notice with you on the day of the meeting.

Date and time: Friday, June 23, 2023 at 10 a.m. Japan time

• • You may exercise your voting rights by proxy only in the case where the proxy is another shareholder with voting rights. In such cases, please submit the Voting Rights Exercise Form of the shareholder attending by proxy together with a document certifying the proxy's authority of representation (proxy form and Voting Rights Exercise Form of the shareholder exercising voting rights by proxy) at the reception desk of the venue.
• To Exercise Your Voting Rights via Electromagnetic Means (the Internet, etc.)

Access the Company's designated voting website (https://www.web54.net) and follow the on-screen guidance to vote for or against the proposals.

Deadline of exercising voting rights: 5:30 p.m. Japan time on Thursday, June 22, 2023

• • If you exercise your voting rights multiple times via the Internet, etc. or in duplicate both on a PC or a smartphone, your last vote exercised will be deemed valid.
  • If you exercise your voting rights in duplicate both in writing and via the Internet, etc., your vote received at a later timing will be deemed valid. If your vote exercised in writing and your vote exercised via the Internet, etc. are received on the same day, the vote exercised via the Internet, etc. will be deemed valid.
  • Please note that communication fees (or telephone charges) which may be incurred when exercising voting rights shall be borne by voters.
• To Exercise Your Voting Rights in Writing

Indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it to us by the following deadline.

Deadline of arrival: 5:30 p.m. Japan time on Thursday, June 22, 2023

• If you do not indicate your approval or disapproval of each proposal on the returned Voting Rights
  Exercise Form, we will assume that you have indicated your approval to the Company's proposals.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Appropriation of Surplus

The Company proposes the following appropriation of surplus for the fiscal year ended March 31, 2023:

Year-end Dividend

The Company recognizes that the return of profits to shareholders is one of the most important issues in management. In its "Value Up+" medium-term management plan, on the basis of continuing to pay stable dividends, the Company has adhered to a policy of aiming for a total payment ratio over four years aggregate of 50%. For this proposal, always on the basis of continuation of stable dividends and looking ahead to fiscal 2024, the final fiscal year of "Value Up+," the Company has decided to return profits to shareholders with a target consolidated dividend payout ratio of 40%.

In the same management plan, the Company has set a target on a return on equity (ROE) of 8% as the performance target, and the Company is endeavoring to achieve growth and improvement of return on capital (ROC) through proactive investment. Furthermore, looking ahead to fiscal 2030, the Company has revised the ROE target to be 10%. To surely return to shareholders the fruits of any improvement in ROC stemming from profit growth, the Company will employ the consolidated dividend payout ratio as a key indicator.

After a comprehensive consideration of these matters, the Company hereby proposes a year-end dividend of ¥75 per share for the fiscal year ended March 31, 2023, which is a ¥30 increase compared to the previous period's dividend of ¥45. This will result in an annual dividend of ¥120 per share (including the interim dividend of ¥45 per share), which is a ¥30 increase compared to the previous period.

1. Type of dividend property Cash
2. Matters concerning allotment of dividend property to shareholders and total amount thereof ¥75 per share of the Company's common stock, for a total of ¥2,443,332,450
3. Effective date of distribution of surplus June 26, 2023

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Proposal No. 2: Election of Nine Directors

The terms of office of nine Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of nine Directors.

The candidates for Directors are as follows:

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