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 5, 2024
(Electronic provision measures commencement date: June 4, 2024)
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 55th 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 55th Annual General Meeting of Shareholders of NAFCO Corporation(the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronicprovision, and the matters to be provided electronically (electronic provision measures matters) are postedon the following website on the Internet as “NOTICE OF THE 55th ANNUAL GENERAL MEETING OF
SHAREHOLDERS.”The Company’s website: https://www.nafco.tv/corporate/english/ir/index.html(Please access the Company’s website shown above, and select “Shareholders’ Meeting” indicated below“INVESTOR RELATIONS” to confirm the information.)
In addition to the above, the matters are posted on the following website.
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the TSE website shown above, enter “NAFCO” in the “Issue name (company name)”field, or the Company’s securities code “2790” in the “Code” field to search, select “Basic information”
and “Documents for public inspection/PR information” in this order, and confirm “Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting” indicated under“Filed information available for public inspection.”)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
described in electronic provision measures matters and indicate your approval or disapproval of theproposals on the enclosed voting right exercise form to exercise those rights by no later than 6 p.m. on
Wednesday, June 26, 2024 JST.

-1-1. Date and Time:
2. Place:

Thursday, June 27, 2024 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 55th
Fiscal Year (April 1, 2023 - March 31, 2024)

Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Three (3) Corporate AuditorsProposal 2:
Payment of Retirement Benefits to a Retiring Director
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 electronic provision measures matters will be published on each website where thematters are posted.
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.

-2-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 55th 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: 29 yen
Total dividends: 776,518,790 yen(3) Effective date of dividend payment
June 28, 2024
2. Matters concerning appropriation of surplus:(1) Increased surplus item and the amount thereof:
General reserve:¥1,500,000,000(2) Decreased surplus item and the amount thereof:
Retained earnings brought forward:¥1,500,000,000-3-

Proposal 2:

Election of Three (3) Corporate Auditors

The terms of office of three (3) Corporate Auditors will expire at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, the election of three (3) Corporate Auditors is proposed. The
Company has obtained the consent of the Board of Corporate Auditors for this proposal.
The candidates for Corporate Auditor are as follows:No.

Name(Date of birth)

Career summary, positions,and significant concurrent positions
April 1985
August 1988

12Number ofshares of theCompany
held

Joined Fukamachi Furniture Store
Joined the Company
Koichi Kobayashi
Chief in charge of Sales, Nagato Store(May 25, 1962)
General Manager, Ibusuki Store
August 1997
4,000May 2003
General Manager, Business Promotion[Reappointment]
Department; General Manager, Business
Department
June 2020
Corporate Auditor (current position)
April 2001
Joined Mitsubishi Chemical Corporation
March 2002
Retired from Mitsubishi Chemical
Susumu Fujii
Corporation(August 16, 1977)
November 2006 Legal Trainee
December 2007 Registered as attorney-at-law (Fukuoka－[Reappointment]
Bar Association)[Outside]
October 2010
Opened Fujii Sogo Law Office
Representative (current position)[Independent]
June 2016
Corporate Auditor, the Company (currentposition)[Reason for nomination as candidate for Outside Corporate Auditor]
With his expert knowledge and experience as an attorney, Mr. Susumu Fujii is expected topromote compliance management and offer advice and recommendations for ensuring adequacy
and appropriateness of decision-making by the Board of Directors and the Board of Corporate
Auditors. He has been in office of Corporate Auditor of the Company since June 2016 and will
have served as Outside Corporate Auditor for eight years at the conclusion of this General Meetingof Shareholders.

-4-No.

Name(Date of birth)

Career summary, positions,and significant concurrent positions

Number ofshares of theCompany
held

Joined ChuoAoyama Audit Corporation
Registered as certified public accountant
Joined KPMG AZSA & Co.
Joined Oku Certified Public Accountant
OfficeTomoya Kojima
September
2012
Registered as certified public tax(November 4, 1975)
accountant－
Opened Kojima Accounting Partners
January 2015
[Reappointment]
Representative Partner (current position)[Outside]
Opened Kojima Certified Public[Independent]
Accountant Office
Representative (current position)
Corporate Auditor, the Company (currentJune 2021position)
December 2023 Opened Kitakyushu Audit Corporation
Representative Partner (current position)[Reason for nomination as candidate for Outside Corporate Auditor]
Based on a wide range of accounting knowledge and extensive practical experience, including
accounting audits and tax practice he has been engaged in for many years as a certified public
accountant, the Company has determined that Mr. Tomoya Kojima can present the audit opinion
objectively from an independent and neutral standpoint and therefore requests his appointment as
Outside Corporate Auditor. He has been in office of Corporate Auditor of the Company since June
2021 and will have served as Outside Corporate Auditor for three years at the conclusion of this
General Meeting of Shareholders.
October 2000
April 2004
August 2007
August 20123

Notes: 1. There is no special interest between each candidate for Corporate Auditor and the Company.
2. Mr. Susumu Fujii and Mr. Tomoya Kojima are candidates for Outside Corporate Auditor.
3. The Company has entered into a directors and officers liability insurance contract as providedfor in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. Thecontract will cover damages under the law and legal expenses to be borne by the insured
persons. Each of the candidates will be covered under the insurance contract. The Company
intends to renew the contract with the same terms and conditions at the next renewal.
4. The Company has entered into a liability limitation agreement with candidates for Outside
Corporate Auditor Mr. Susumu Fujii and Mr. Tomoya Kojima. If their reelection is approved,the Company intends to continue the said liability limitation agreement with each of them.
The outline of the agreement is as follows:(Outline)
Pursuant to provisions in Article 427, Paragraph 1 of the Companies Act, the Company may
enter into agreements with Outside Directors to limit their liabilities under Article 423,
Paragraph 1 of the same Act. However, the limit of liability under the said agreement shall be
the amount provided for by laws and regulations.
5. Mr. Susumu Fujii and Mr. Tomoya Kojima are candidates for Independent Auditor stipulatedby Tokyo Stock Exchange.

-5-List of major experiences and knowledge expected of each Director and Corporate Auditor
A maximum of five major skills possessed by each Director and Corporate Auditor are marked with ●.

Name

Takumi Ishida
Yoshiko Ishida
Masamitsu Takano
Keiji Fukamachi

Title

President andCEO
Vice President
Director
Vice President
Director
ManagingDirector

ProductLegal
Corporate Retail andOrganization
Finance and DX, IT anddevelopment
affairs andmanagement
sales
development
accounting
securityand logistics
compliance

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

DirectorDirector●●

Yuji Mabuchi

Director●●●

Yasuyuki Suematsu

Director●●●Tetsuhiko Ono

Director●●●

Yasuhiro Yamada

Director●●●Isao Yamada

Director●●●Tomoharu Imai

Director●Daijiro Kitagawa

Director●Takaaki Hirose
Yoshinori Fukuda
Koichi Kobayashi
Corporate Auditor

Susumu Fujii

Tomoya Kojima

OutsideDirector
OutsideDirector
Full-time
Corporate
AuditorOutsideCorporate
AuditorOutsideCorporate
Auditor

●

●

●

●

●-6-●

●

Toshio Takase

●ESG

●
●

●

●

●

●

●

●

●

●

●

Proposal 3:

Payment of Retirement Benefits to a Retiring Director

Director Mr. Koji Masumoto will retire from office at the conclusion of this Annual General Meeting ofShareholders. In order to reward his service during his time in office, the Company proposes to award him
retirement benefits within a reasonable amount in accordance with certain standards set by the Company.
The Company requests that the specific amount, timing, and method of the payment be left to the Board ofDirectors. In addition, the retirement benefits for the retiring director are in line with the policies resolvedby the Company concerning the determination of contents of remunerations for individual directors. TheCompany, therefore, deems the payment appropriate.
The career summary of the retiring director is as follows.
NameKoji Masumoto

June 2007
June 2023

Career summary
Director; General Manager, Corporate Planning Department
Director; General Manager, Corporate Planning Department;in charge of Accounting Department (current position)-7-