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.

Securities Code: 5184
March 8, 2023
To our shareholders:President: Ryuichi Maeda
NICHIRIN CO., LTD.
98-1, Edo-machi, Chuo-ku, Kobe

Notice of the 139th Annual General Meeting of Shareholders
Notice is hereby given that the 139th Annual General Meeting of Shareholders of NICHIRIN CO., LTD. (the“Company”) will be held as described below.
When convening this general meeting, the Company takes measures for providing information that constitutes thecontent of reference documents for the general meeting of shareholders, etc. (matters for which measures forproviding information in electronic format are to be taken) in electronic format, and posts this information on eachwebsite below. Please access either of the following websites to review the information.
[Company’s website] https://www.nichirin.co.jp/ (in Japanese only)(Please access the above website and select “Investor Relations” and “General Meeting of Shareholders RelatedInformation” from the menu.)[Website where General Meeting of Shareholders’ materials are posted]
https://d.sokai.jp/5184/teiji/ (in Japanese only)[TSE website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Please access the above website of Tokyo Stock Exchange, Inc. (TSE), search for information by entering“NICHIRIN” for the issue name (company name) or “5184” for the securities code, and then select “Basic
information” and “Documents for public inspection/PR information” to review such information.)
If you are unable to attend the meeting in person, you may exercise your voting rights via the internet, etc. or inwriting. Please review the Reference Documents for General Meeting of Shareholders, and exercise your voting
rights by 5:05 p.m. on Monday, March 27, 2023 (JST).
[Voting via the internet, etc.]
Please access the Company’s designated website for exercising voting rights (https://www.web54.net) (in Japaneseonly). Then, using the “Voting Code” and “Password” indicated on the enclosed voting form, please follow the
instructions on the screen and enter your approval or disapproval of the proposals by the deadline for exercising yourvoting rights as indicated above.
[Voting in writing (by mail)]
Please indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form to
the Company by postal mail so that your vote is received by the above-mentioned deadline.

-1-1. Date and Time: Tuesday, March 28, 2023, at 10:00 a.m. (JST)(Reception starts at 9:30 a.m.)
2. Venue:
Korin, 3rd floor, Hotel Nikko Himeji
100, Minami Ekimae-cho, Himeji-shi, Hyogo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 139th fiscal year (from January 1,
2022 to December 31, 2022), and the results of audits of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 139th fiscal year (from January 1, 2022 to December 31,
2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Eight Directors
4. Resolutions to be resolved:(1) Among matters for which measures for providing information in electronic format are to be taken, thefollowing matters are not provided in the documents delivered to shareholders who have requested thedelivery of paper-based documents as provided for by the provisions of laws and regulations and Article 15of the Articles of Incorporation of the Company. Accordingly, the documents that are delivered toshareholders who have requested the delivery of paper-based documents are part of the documents includedin the scope of audits by the Audit & Supervisory Board Members and the Accounting Auditor when theycreate their respective audit reports.
(i) “Systems to ensure the appropriateness of business activities and the status of operation of such
systems” in the Business Report(ii) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in
the Consolidated Financial Statements(iii) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements(2) If a shareholder exercises the voting rights in duplicate via the Internet and in writing (by mail), the vote
exercised via the Internet shall be deemed valid. Also, if a shareholder exercises the voting rights more thanonce via the Internet, etc., the last vote shall be deemed valid.
(3) If a shareholder exercises the voting rights in writing (by mail) and does not indicate their approval ordisapproval of a proposal on the voting form, it shall be deemed that they have indicated their approval of
the proposal.

◎◎

You are kindly requested to present the enclosed voting form to the receptionist when you attend the meeting.
If revisions to the matters for which measures for providing information in electronic format are to be taken arise, a notice of therevisions and the details of the matters before and after the revisions will be posted on each aforementioned website.

-2-

Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1
Appropriation of Surplus
The Company’s basic policy is to continue paying a stable dividend while taking into account business performanceand achieving the necessary level of retained earnings as well as securing shareholder returns for the future. Internal
reserves will be invested effectively to prepare us for emergencies, such as large-scale disasters and the risk of productrecalls, as well as to respond to the rapid shift to EV in the automotive industry, which is the main business segmentof the Company, and to promote sustainability initiatives, including the reduction of greenhouse gas emissions.
Taking into consideration the above condition, the Company proposes the appropriation of surplus as follows:
1. Year-end dividends
The Company has given consideration to matters including the business performance of the fiscal year, and it
proposes to pay year-end dividends as follows:(1) Allotment of dividend property to shareholders and its amount¥52 per common share of the Company
Total dividend: ¥727,606,100(Reference) The annual dividends for the 139th fiscal year, including the interim dividend, will be ¥90
per share.
(2) Effective date of dividends of surplus
March 29, 2023
2. Other appropriation of surplus
In relation to the other appropriation of surplus, considering factors such as the implementation of a stabledividend and the future business environment, we propose the following.
(1) Item of surplus to be decreased and amount of decrease
Retained earnings brought forward:¥3,700,000,000(2) Item of surplus to be increased and amount of increase
General reserve:¥3,500,000,000
Reserve for product warranties:¥200,000,000-3-Proposal No. 2

Election of Eight Directors

The terms of office of all eight Directors will expire at the conclusion of this meeting. Therefore, the Company
proposes the election of eight Directors.
The candidates for Directors are as follows:
Candidate
No.

Name(Date of birth)

Ryuichi Maeda(May 11, 1958)

1

Career summary, position and areas of responsibility in the
Company and significant concurrent positions outside theCompany
Apr. 1981

Joined the Company

Dec. 2003

Executive General Manager of Production
Headquarters

Mar. 2004

Director

Dec. 2006

Executive General Manager of Overseas
Headquarters

Mar. 2007

Managing Director

Mar. 2013

Representative Director (current position)
Managing Executive Officer

Mar. 2015

President and CEO (current position)

Oct. 2019

Chairman of SUZHOU NICHIRIN
AUTOMOBILE PARTS CO., LTD.

Dec. 2019

In charge of Global Innovation Promotion Dept.
of the Company (current position)

Number of theCompany’s shares
owned

31,324

Reasons for nomination
Ryuichi Maeda was appointed Representative Director, President and Chief Executive Officer of the Company in 2015,and has played an important role in enhancing the corporate value of the Group through his abundant experience,extensive knowledge, and strong leadership in developing and strengthening the governance of the Group. The
candidate meets the quality requirements for a Director as defined by the Company, and we expect him to demonstrate
his skills, particularly in the areas of “corporate management and management strategy” and “innovation.” He is also
judged to be able to contribute to further sustainable enhancement of the Company’s corporate value through his
management experience and abundant knowledge and experience in the business of the Company. Accordingly, we havecontinued to nominate him as a candidate for the position of Director.

-4-Candidate
No.

Name
(Date of birth)

Hiroyuki Soga
(April 3, 1965)

2

Career summary, position and areas of responsibility in the
Company and significant concurrent positions outside theCompany
Apr. 1988

Joined the Company

Oct. 2016

Chief Executive Officer of HUTCHINSONNICHIRIN BRAKE HOSES, S.L. (current
NICHIRIN SPAIN S.L.U.)

Mar. 2017

Executive Officer of the Company

Mar. 2019

Director
Senior Executive Officer

Apr. 2019

Chairman of the Board of Directors of
NICHIRIN SPAIN S.L.U. (current position)

Mar. 2021

Managing Executive Officer of the Company(current position)
In charge of Production Dept. (current position)

Jul. 2021

Europe Region Director-General (current
position)Mar. 2022

Representative Director (current position)

Number of theCompany’s shares
owned

18,730Significant concurrent positions outside the Company
Chairman of the Board of Directors of NICHIRIN SPAIN S.L.U.
Reasons for nomination
Hiroyuki Soga, over the course of more than 20 years of overseas assignments, has carried out diverse and challenging
missions, including the establishment and closure of subsidiaries, and is currently a managing executive officer, withprimary responsibility for the production department. The candidate meets the quality requirements for a Director as
defined by the Company, and is expected to play an appropriate role in both leading and supervising business activities,
particularly in “corporate management and management strategy” and “building a world-class manufacturing system.”
He is also judged to possess the experience and abilities appropriate for a Director of the Company. Accordingly, we
have continued to nominate him as a candidate for the position of Director.

-5-Candidate
No.

Name
(Date of birth)

Toshikazu Taniguchi(August 12, 1960)

Career summary, position and areas of responsibility in the
Company and significant concurrent positions outside theCompany
Apr. 1983

Joined the Company

Apr. 1997

General Manager of Technical Dept.

Apr. 2001

General Manager of the Kobe Sales Dept.

Mar. 2010

General Manager of Overseas Sales Dept.

Mar. 2013

Senior Executive Officer

Mar. 2015

Managing Executive Officer
In charge of Technical Dept. (current position)

Mar. 2019

Director (current position)
Senior Managing Executive Officer (current
position)

Dec. 2019

Deputy in charge of Global Innovation
Promotion Dept. (current position) and in
charge of Cost Planning Dept.

Mar. 2021

ASEAN Region Director-General (current
position)

3

Number of theCompany’s shares
owned

19,667

Reasons for nomination
Toshikazu Taniguchi has experience as general manager of the technical department, general manager of the sales
department, and president of an overseas subsidiary, and is currently a senior managing executive officer withresponsibility for business activities related to the promotion of technology and innovation. The candidate meets thequality requirements for a Director as defined by the Company, and in the automotive industry, in particular, which is
the Company’s main customer, is undergoing a major transformation, including the shift to EVs, and the Company
expects the candidate to “promote product development” in response to these changes and to play an appropriate role inboth directing and supervising the execution of business activities. He is also judged to possess the experience andabilities appropriate for a Director of the Company. Accordingly, he continues to be a candidate for the position of
Director.

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Candidate
No.

Name
(Date of birth)

Career summary, position and areas of responsibility in the
Company and significant concurrent positions outside theCompany
Apr. 1988

Joined the Company

Mar. 2005

Deputy General Manager of the Kobe Sales
Dept.

Apr. 2010

General Manager of SHANGHAI NICHIRIN
AUTOMOBILE ACCESSORIES CO., LTD.
General Manager of the Company

Mar. 2015

Executive Officer
General Manager of the Kobe Sales Dept.

Mar. 2019

Director (current position)
Senior Executive Officer
In charge of Tokyo Sales Dept. (current
position) and Kobe Sales Dept.

Hideki Kikumoto(November 14, 1965)

4

Mar. 2020

Chairman of NICHIRIN RUBBER(SHANGHAI) CO., LTD.

Mar. 2021

Managing Executive Officer of the Company(current position)

Apr. 2022

In charge of Cost Planning Dept. (current
position)Jan. 2023

General Manager of Kobe Sales Dept. and in
charge of Overseas Sales Management Dept.
and Special Sales Team (current position)

Number of theCompany’s shares
owned

18,470Reasons for nomination
Hideki Kikumoto has experience in sales and as president of a Chinese subsidiary, and is currently a managing
executive officer responsible for the sales department and cost planning department The candidate meets the quality
requirements for a Director as defined by the Company. In particular, the Company expects him to “negotiate andexpand sales” by utilizing his extensive knowledge of domestic and foreign automotive and non-automotive companies
and to play an appropriate role in both supervision as well as direction of business activities. He is also judged topossess the experience and abilities appropriate for a Director of the Company. Accordingly, we have continued tonominate him as a candidate for the position of Director.

-7-

Candidate
No.

Name
(Date of birth)

Hironari Namba(January 9, 1969)5

Career summary, position and areas of responsibility in the
Company and significant concurrent positions outside theCompany
Apr. 1991

Joined the Company

Apr. 2012

Deputy General Manager of the Accounting
Dept.

Apr. 2014

General Manager of the Accounting Dept.

Mar. 2015

General Manager of the Finance andAccounting Dept.

Mar. 2017

Executive Officer

Mar. 2019

Senior Executive Officer
In charge of Internal Control Promotion Dept.
(current position)

Mar. 2021

Director (current position)
Managing Executive Officer (current position)
In charge of the Finance and Accounting Dept.
(current position)

Number of theCompany’s shares
owned

13,190Reasons for nomination
Hironari Namba, after being assigned to a North American subsidiary from the accounting department, has served ashead of the finance and accounting departments, and is currently a managing executive officer, responsible for thefinance and accounting department and the internal control department. The candidate meets the quality requirements
for a Director as defined by the Company, and is expected to play an appropriate role in both leading and supervisingbusiness activities, particularly in “improving and accelerating the reliability of financial closing business activities,”“financial strategy,” and “strengthening the internal control system” of the Group. He is also judged to possess theexperience and abilities appropriate for a Director of the Company. Accordingly, we have continued to nominate him asa candidate for the position of Director.

Susumu Yano
(April 19, 1955)

6

Apr. 1978

Joined NIPPON FINE CHEMICAL CO., LTD.

Apr. 2000

General Manager of Pharmaceutical
Manufacturing Dept.

Nov. 2002

General Manager of Pharmaceutical
Manufacturing Plant

Jun. 2003

Corporate Officer, Deputy General Manager of
Production Technology Division and General
Manager of Takasago Plant

Jun. 2004

Director, General Manager of Production
Technology DivisionJun. 2006

Representative Director, President

Mar. 2016

Director of the Company (current position)

Jun. 2020

Representative Director, Chairman of NIPPONFINE CHEMICAL CO., LTD.

Jun. 2022

Director, Chairman (current position)–

Significant concurrent positions outside the Company
Director, Chairman of NIPPON FINE CHEMICAL CO., LTD.
Reasons for nomination and overview of expected role
Susumu Yano independently oversees the Directors and the Executive Officers timely and appropriately by drawing on
his abundant experience and knowledge as the corporate manager of a company manufacturing and selling finechemicals and cosmetic ingredients. We believe that he is well qualified to assume the position to contribute to thesustainable improvement of the Company’s corporate value. Accordingly, we have continued to nominate him as a
candidate for the position of outside Director. At the conclusion of his current term of office, his tenure as outside
Director of the Company will have been seven years.

-8-Candidate
No.

Name
(Date of birth)

Kazufumi Suzuki(February 11, 1976)

7

Career summary, position and areas of responsibility in the
Company and significant concurrent positions outside theCompany
Apr. 1998

Joined Nissho Iwai Corporation (current Sojitz
Corporation)

Jul. 2005

Seconded to Sojitz (Malaysia) Sdn. Bhd.

Apr. 2008

Seconded to Sojitz Taiwan Corporation

Oct. 2013

Joined Taiyo Koko Co., Ltd. as General
Manager of Development Dept.

Jun. 2014

Director and General Manager of Development
Dept.

Jun. 2015

Managing Director
Director of TOHO KINZOKU CO., LTD.
(current position)

Jun. 2017

Director and Vice President of Taiyo Koko Co.,
Ltd.

Jun. 2018

Representative Director and President (current
position)Mar. 2019

Director of the Company (current position)

Jun. 2021

Audit & Supervisory Board Member of
NIPPON FINE CHEMICAL CO., LTD.
(current position)

Number of theCompany’s shares
owned

–

Significant concurrent positions outside the Company
Representative Director and President of Taiyo Koko Co., Ltd.
Outside Director of TOHO KINZOKU CO., LTD.
Outside Audit & Supervisory Board Member of NIPPON FINE
CHEMICAL CO., LTD.
Reasons for nomination and overview of expected role
Kazufumi Suzuki, in addition to overseas experience at a general trading company, has abundant experience andextensive knowledge as a management executive of a company engaged in the manufacture and sale of ferroalloys. The
Company expects that he will contribute to the sustainable enhancement of the Company’s corporate value by providing
advice on the Company’s overall management, and that he will also supervise directors and officers from an
independent standpoint in a timely and appropriate manner. Accordingly, we have continued to nominate him as a
candidate for the position of outside Director. At the conclusion of his current term of office, his tenure as outside
Director of the Company will have been four years.

-9-Candidate
No.

Name
(Date of birth)

Miki Kimura(June 21, 1979)8

Career summary, position and areas of responsibility in the
Company and significant concurrent positions outside theCompany
Oct. 2004

Graduated from the Training and ResearchInstitute for Court Officials of the Supreme
Court of Japan
Registered as an attorney at law
Joined H. Okada International Law Offices
Attorney at law (current position)

Feb. 2012

Registered as an attorney in State of New YorkMar. 2018

Audit & Supervisory Board Member of theCompany

Mar. 2021

Director (current position)

Jun. 2022

Audit & Supervisory Board Member of SaintMarc Holdings Co., Ltd. (current position)

Number of theCompany’s shares
owned

-

Significant concurrent positions outside the Company
Attorney at law of H. Okada International Law Offices
Outside Audit & Supervisory Board Member of Saint Marc
Holdings Co., Ltd.
Reasons for nomination and overview of expected role
Miki Kimura has not involved in the corporate management by assuming positions other than as the outside Director
and the outside Audit & Supervisory Board Member in the past; however, by drawing on her advanced expertise as an
attorney at law to advise and supervise the Group’s legal risks as it expands its global operations, she will contribute tostrengthening the governance system, etc. We also believe that the gender-sensitive composition of the Board of
Directors will enable the Board to engage in diverse discussions that differ from conventional thinking, Accordingly, we
have continued to nominate her as a candidate for the position of outside Director. At the conclusion of her current termof office, her tenure as outside Director of the Company will have been two years.
(Notes) 1. There is no special interest between each candidate for Director and the Company. Note that H. Okada International Law
Offices, which Miki Kimura belongs to, has concluded an advisory contract with the Company; however, as the advisory
fee of the Company represents less than 1% of the total revenue of H. Okada International Law Offices. Accordingly, theCompany judged that there is no special interest in the advisory contract and the independence as the outside Director is
not impaired.
2. Susumu Yano, Kazufumi Suzuki and Miki Kimura are candidates for outside Director.
3. A company for which Kazufumi Suzuki assumes the position of the outside director (from June 2015) reported improperstatements included in the annual security reports filed during the fiscal year ended March 31, 2014 through the fiscal year
ended March 31, 2018. The improper statements were rectified in November 2018. As the outside director of the said
company, he addresses prevention measures, etc., to be implemented to prevent the reoccurrence of a transaction case that
led up to the said rectification of the reports. He also advises on the accountability and dismissal of the directors. Further,
he works to oversee and evaluate the enhancement of the said company’s corporate governance system based on a
remediation plan formulated.
4. The Company has registered Susumu Yano, Kazufumi Suzuki and Miki Kimura as Independent Directors as stipulated by
Tokyo Stock Exchange, and if this proposal is resolved and approved as originally proposed, the Company will continue
to register them as Independent Directors.
5. Miki Kimura’s name on the family register is Miki Harigai.
6. The Company has entered into agreements with Susumu Yano, Kazufumi Suzuki, and Miki Kimura limiting their liability
for damages in accordance with Article 427, paragraph (1) of the Companies Act. If this proposal is resolved and approved
as originally proposed, the Company plans to renew these agreements with them. The maximum amount of liability under
this agreement is the amount provided for under laws and regulations.
7. The Company has entered into the following Directors and Officers liability insurance (D&O insurance) contract asprovided for in Article 430-3, paragraph (1) of the Companies Act, and the candidates will become insured under the said
insurance contract if this proposal is resolved and approved as originally proposed. The Company plans to renew thisinsurance contract with the same coverage on July 31, 2023, which is the midway of each candidate’s term of office.
(i) Details of insurance:
Directors and Officers liability insurance (D&O insurance) covers damages (legal
indemnification, the litigation costs) suffered from claim for damages filed during
the period of insurance, which is attributable to actions (including inaction) taken bycorporate directors and officers in the course of business operation executed under
their assumed positions. However, the D&O insurance does not cover the lawsuit
filed against corporations and illegal acts.

- 10 -

(ii) Persons insured:

The Directors, Audit & Supervisory Board Members, Executive Officers, and theemployees equivalent to the above-mentioned positions of the Company and its
subsidiaries.
(iii) Premium payment obligation: The entire premium payment is borne by the Company.

(Reference) Skills matrix of candidates for Director
Experience and expertise of the candidates for Director
Technology,
Manufacturing
Corporate International
Development,(Production
Management Experience
Environment
and Quality)& Energy

Ryuichi
Maeda
Hiroyuki
Soga
Toshikazu
Taniguchi
Hideki
Kikumoto
Hironari
Namba
SusumuYano
Kazufumi
SuzukiMiki
Kimura

Sales

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

〇

〇

〇

〇

〇
〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
(Attorney at
law)

〇

〇

Innovation
and Digital
(IT)

〇
〇

〇
〇

Legal
Corporate
Internal
Finance and Compliance
Strategy andControl andAccounting
and RiskBusiness
GovernanceManagement
Strategy* The above list does not represent all of the experience and knowledge possessed by each candidate for Director.

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