This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

Securities code: 2790
June 2, 2022
To Shareholders with Voting Rights:
Takumi Ishida
President and CEO
NAFCO Corporation
2-6-10, Uomachi, Kokura Kita-ku,
Kita Kyushu-shi, Fukuoka, JapanNOTICE OF
THE 53rd 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 53rd Annual General Meeting of Shareholders of NAFCO Corporation(the “Company”) will be held as described below.
Instead of attending the meeting in person, you can exercise your voting rights in writing or via theInternet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders
and indicate your approval or disapproval of the proposals on the enclosed voting right exercise form toexercise those rights by no later than 6:15 p.m. JST on Wednesday, June 22, 2022.
1. Date and Time:
2. Place:

Thursday, June 23, 2022 at 10:00 a.m. JST
Royal Hall on the 4th floor of RIHGA Royal Hotel Kokura
2-14-2 Asano, Kokura Kita-ku, Kita Kyushu-shi, Fukuoka, Japan

3. Meeting Agenda:
Matters to be reported:

The Business Report and Financial Statements for the Company’s 53rd
Fiscal Year (April 1, 2021 - March 31, 2022)

Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Revision of Remuneration Amounts for Directors and Corporate Auditors
Proposal 3:⚫
⚫
⚫

If you attend the meeting on the date of the meeting, you are kindly requested to present the enclosed
voting rights exercise form at the reception desk at the meeting venue.
Any updates to the Reference Documents for the General Meeting of Shareholders, the Business
Report, and Financial Statements will be published on the Company’s website. (http://www.nafco.tv)
We will dress in light clothing with no tie (“Cool Biz” style) on the date. You are kindly requested tocome to the meeting wearing light clothing.

-1-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Regarding the appropriation of surplus, as the environment surrounding the Company is still severe, theCompany proposes the following by taking into consideration the improvement of the management
structure and future business development, etc., and paying attention to internal reserves. Internal reserves
will be used for investment to improve corporate value and will be returned to shareholders through futurebusiness development.
1. Matters concerning the year-end dividend
Regarding the year-end dividend for the 53rd term, the Company’s basic policy is to maintain astable dividend, therefore the Company proposes the following in consideration of business results
and future business development.
(1) Type of dividend assets
Cash(2) Allocation of dividend assets to the shareholders and total amount of dividends
Amount per share of ordinary share: 28 yen
Total dividends: 799,752,464 yen(3) Effective date of dividend payment
June 24, 2022
2. Matters concerning appropriation of surplus:(1) Increased surplus item and the amount thereof:
General reserve:¥5,000,000,000(2) Decreased surplus item and the amount thereof:
Retained earnings brought forward:¥5,000,000,000-2-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
The introduction of the system for electronic provision of materials for general meetings ofshareholders stipulated in the proviso of Article 1 of the supplementary provisions of the “Act PartiallyAmending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, the Articles of Incorporation of the Company shall be amended to provide that
information contained in the reference documents for the general meeting of shareholders, etc. shall beprovided electronically and to establish a provision to limit the scope of matters to be included in thepaper copy to be sent to shareholders who have requested it.
The provisions of the current Articles of Incorporation related to the Internet disclosure of the reference
documents for the general meeting of shareholders, etc. will become unnecessary and will therefore bedeleted and supplementary provisions related to the effective date, etc. shall be established associatedwith these changes.
2. Details of amendmentsThe details of the amendments are as follows.
Current Articles of Incorporation
Article 1. - Article 12. (Omitted)(Internet Disclosure of Reference Documents
for the General Meeting of Shareholders, Etc.)
Article 13
The Company may, when convening a general
meeting of shareholders, provide information toshareholders pertaining to matters to be
described or indicated in the reference
documents for the general meeting ofshareholders, business report, non-consolidated
financial statements, and consolidated financialstatements, by disclosing such information
through the Internet in accordance with theprovisions provided in the Ordinance of theMinistry of Justice.

(Amended parts are underlined.)
Proposed Amendments
Article 1. - Article 12. (Unchanged)(Deleted)(Measures for Electronic Provision, Etc.)
Article 13
The Company shall, when convening a general
meeting of shareholders, provide information
contained in the reference documents for thegeneral meeting of shareholders, etc.
electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who haverequested it by the record date for voting rights.

(Newly established)-3-

Current Articles of Incorporation
Article 14. - Article 48. (Omitted)(Newly established)

Proposal 3:

Proposed Amendments
Article 14. - Article 48. (Unchanged)(Supplementary Provisions)
1. The deletion of Article 13 (Internet
Disclosure of Reference Documents for theGeneral Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation and theproposed Article 13 (Measures for Electronic
Provision, Etc.) shall come into effect on
September 1, 2022, which is the date ofenforcement of the amended provisions
stipulated in the proviso of Article 1 of thesupplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019), (the “Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 13 of the current
Articles of Incorporation shall remain in force
with respect to a general meeting ofshareholders to be held on a date within six
months from the Effective Date.
3. These supplementary provisions shall bedeleted after the lapse of six months from theEffective Date or the lapse of three months
from the date of the general meeting ofshareholders set forth in the preceding
paragraph, whichever is later.

Revision of Remuneration Amounts for Directors and Corporate Auditors

As resolved by the Extraordinary General Meeting of Shareholders held on March 8, 2003, theremuneration for Directors of the Company is 30 million yen or less per month (the number of Directors
at the end of the Extraordinary General Meeting of Shareholders was 13) and the remuneration forCorporate Auditors is 2 million yen or less per month (the number of Corporate Auditors at the end of theExtraordinary General Meeting of Shareholders was 3). Taking into consideration the fact that theeconomic situation and business environment have changed significantly since the time of the resolution,and the increase in the number of Outside Directors, the Company proposes to revise the current monthly
remuneration to an annual remuneration. The change is intended to create a remuneration system thatenables improvements in flexibility and speedy operation of officer remuneration, such as payment ofofficer bonuses.
The Company therefore proposes to revise the remuneration for Directors to “400 million yen or less peryear (of which 30 million yen or less per year for Outside Directors) and the remuneration for Corporate
Auditors to “30 million yen or less per year.” In addition, the operation of bonus payments for officers shallbe applicable from the bonuses for the current fiscal year (53rd term).
This proposal has been decided by comprehensively judging the scale of the Company’s business, thenumber of current officers, future trends, etc., and the Company judges that it is appropriate.
The remuneration of Directors will not include the amount of remuneration paid as salary to employees asin the past. At the end of the General Meeting of Shareholders, the number of Directors will be 15(including 2 Outside Directors) and the number of Corporate Auditors will be 3.

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