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 9, 2020
To our shareholders:President: Ryuichi Maeda
NICHIRIN CO., LTD.
98-1, Edo-machi, Chuo-ku, Kobe

Notice of the 136th Annual General Meeting of Shareholders
You are cordially invited to attend the 136th Annual General Meeting of Shareholders of NICHIRIN CO., LTD. (the“Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the internet,etc. Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting
rights in accordance with the guidance below by 5:05 p.m. on Wednesday, March 25, 2020 (JST).
1. Date and Time: Thursday, March 26, 2020, at 10:00 a.m. (JST)
2. Venue:
Shinsho Hall, 3rd floor, The Kobe Chamber of Commerce and Industry
6-1, Minatojima Nakamachi, Chuo-ku, Kobe
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 136th fiscal year (from January 1,2019 to December 31, 2019), and the results of audits of the Consolidated Financial Statements by theAccounting Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 136th fiscal year (from January 1, 2019 to December 31,2019)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Three Audit & Supervisory Board Members
Proposal No. 4Election of One Substitute Audit & Supervisory Board Member
4. Guidance for Exercising Voting Rights(1) Voting in writing
Please indicate your approval or disapproval of the proposals in the enclosed voting form and then returnthe form to the Company by postal mail so that your vote is received by 5:05 p.m. on Wednesday, March 25,2020 (JST).
(2) Voting via the internet, etc.
If you would exercise your voting rights via the internet, etc., please complete the procedure by 5:05 p.m.
on Wednesday, March 25, 2020 (JST).
(3) Electronic Voting Rights System Platform
For this meeting, institutional investors can also exercise their voting rights through electromagnetic means
by using the Electronic Voting System Platform, which is operated by ICJ, Inc.

◎◎

You are kindly requested to present the enclosed voting form to the receptionist when you attend the meeting.
If any revision is made with regard to the matters stated in the Reference Documents for General Meeting of Shareholders, theBusiness Report, Non-Consolidated Financial Statements and Consolidated Financial Statements, the Company will post therevision on the Company’s website. (https://www.nichirin.co.jp/)-1-Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

Our basic policy is to continue paying a stable dividend while taking into account business performance andachieving the necessary level of retained earnings as well as securing shareholder returns for the future. We havedetermined that cash in retained earnings equivalent to approximately three months of consolidated sales is necessary
to prepare us for emergencies such as large-scale disasters and the risk of product recalls as well as to respond to therapid technological changes in the automotive industry, our main business segment.
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¥30 per common share of the Company
Total dividend: ¥426,637,620(Reference) The annual dividends for the 136th fiscal year, including the interim dividend, will be ¥60
per share.
(2) Effective date of dividends of surplus
March 27, 2020
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:¥3,000,000,000(2) Item of surplus to be increased and amount of increase
General reserve:¥2,700,000,000Reserve for product warranties:¥300,000,000-2-Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
Regarding the term of office of Audit & Supervisory Board Members, Article 33, Paragraph 2 of the Articles ofIncorporation stipulates that the term of office of an Audit & Supervisory Board Member elected as a substitutefor a retired Audit & Supervisory Board Member who has retired before the expiration of his or her term of officeshall be until the expiration of that retiring member’s term. However, we have determined that it will improve
corporate governance if an Audit & Supervisory Board Member elected as a substitute is able to execute his or
her audit and supervisory duties for a term of four years. Accordingly, we propose changing this provision.
2. Details of the amendments
Details of the amendments are as follows:
Current Articles of Incorporation(Term of Office)
Article 33
1. The term of office of an Audit & Supervisory Board
Member shall expire at the conclusion of the annual
general meeting of shareholders for the last business year
out of the business years terminating within four years after
the election of the Audit & Supervisory Board Member.
2. The term of office of an Audit & Supervisory Board
Member who is elected as the substitute for an Audit &Supervisory Board Member who retired from office before
the expiration of the term of office shall continue until thetime the term of office of the Audit & Supervisory Board
Member who retired from office is to expire.

(Amended parts are underlined)
Proposed amendments(Term of Office)
Article 33
The term of office of an Audit & Supervisory Board Member
shall expire at the conclusion of the annual general meeting ofshareholders for the last business year out of the business years
terminating within four years after the election of the Audit &Supervisory Board Member.
(Deleted)-3-

Proposal No. 3

Election of Three Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Susumu Hashimoto, Toshio Tezuka and Hiroaki Ono
will expire at the conclusion of this meeting. Therefore, the Company proposes the election of three Audit &Supervisory Board Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
CandidateNo.

Name(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the CompanyApr. 1981
Apr. 1997
Dec. 1999
Jan. 2002

Toshio Tezuka(August 15, 1958)
1

Dec. 2007
Dec. 2012

Mar. 2018

2

Joined the Company
General Manager of the System Dept.
General Manager of the Management Planning
Dept.
General Manager of the Information
Management Dept.
General Manager of the Information System
Dept.
General Manager of Internal Audit Dept. andGeneral Manager of Internal Control Promotion
Dept.
Standing Audit & Supervisory Board Member(current position)

Number of theCompany’s shares
owned

8,360

Reasons for nomination
Toshio Tezuka has experience with work related to the Company’s systems, administrative departments, and internalaudits. We believe he can apply that experience to appropriately perform the duties of an Audit & Supervisory Board
Member.
Apr. 1977
Joined the Company
Oct. 1995
General Manager of the Kobe Sales Dept.
Apr. 2001
General Manager of the Quality Management
Dept.
Jul. 2002
General Manager of SHANGHAI NICHIRIN
AUTOMOBILE ACCESSORIES CO., LTD.
Mar. 2010
General Manager of the General Affairs Dept.
of the Company*Ryoichi Morikawa
19,422(June 21, 1954)
Mar. 2011
DirectorRepresentative Director and President ofNICHIRIN SERVICE CO., LTD.
Chairman of NICHIRIN RUBBER(SHANGHAI) CO., LTD.
Mar. 2013
Senior Executive Officer of the Company
Mar. 2015
Director and Managing Executive Officer
Mar. 2019
Managing Executive Officer (current position)
Reasons for nomination
Ryoichi Morikawa has extensive experience across the Company’s administrative departments, and participated inmanagement as the Representative Director and President of one of our overseas subsidiaries as well as an Executive
Officer and Director of the Company. We believe that he can apply his extensive experience to appropriately perform theduties of an Audit & Supervisory Board Member.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1979
Oct. 2005
Mar. 2007

Mar. 2008
Apr. 2008*Kiyokazu Ueda
(September 11, 1956)

Mar. 2014
Apr. 20143
Jun. 2015

Jun. 2018(Notes)

1.
2.
3.
4.
5.

6.

Joined The Dai-Ichi Kangyo Bank, Ltd.
(currently Mizuho Bank, Ltd.)
General Manager of Credit Review Dept. ofMizuho Bank, Ltd.
Associate Director-General of Mizuho
Corporate Bank, Ltd.
Seconded to FUJITSU LIMITED
Retired from Mizuho Corporate Bank, Ltd.
Joined FUJITSU LIMITED as General
Manager of Credit Administration Dept.
Retired from FUJITSU LIMITED
Joined Chuo Real Estate Co., Ltd.
Seconded to Chuo Building Management Co.,
Ltd. as Executive Officer and General Managerof Osaka BranchManaging Executive Officer and General
Manager of Osaka Branch of Chuo Building
Management Co., Ltd.
Executive Officer and General Manager ofOsaka Building Management Dept. of Chuo
Building Management Co., Ltd. (currentposition)

Number of theCompany’s shares
owned–Reasons for nomination
Kiyokazu Ueda has extensive experience in financial services, and currently serves as an executive officer of a real estaterelated company. He has demonstrated his skill and experience in management, and we believe that he can apply thatexperience and insight to appropriately perform the duties of an Audit & Supervisory Board Member from an independent
perspective. Accordingly, we recommend Kiyokazu Ueda as a candidate for outside Audit & Supervisory Board Member.
There is no special interest between any of the candidates and the Company.
Kiyokazu Ueda is a candidate for outside Audit & Supervisory Board Member.
If the election of Kiyokazu Ueda is approved, we will register him as an Independent Director as stipulated by Tokyo
Stock Exchange.
Ryoichi Morikawa is scheduled to retire as Managing Executive Officer by the date of this general meeting of shareholders.
The Company has entered into an agreement with Toshio Tezuka limiting his liability for damages in accordance withArticle 427, paragraph (1) of the Companies Act. If this proposal is resolved and approved as originally proposed, theCompany plans to renew this agreement with him. The maximum amount of liability under this agreement is the amountprovided for under laws and regulations. Furthermore, if this proposal is approved as proposed, the Company plans toenter into agreements with Ryoichi Morikawa and Kiyokazu Ueda limiting their liability for damages in accordance withArticle 427, paragraph (1) of the Companies Act. The maximum amount of liability under this agreement is the amountprovided for under laws and regulations.
New candidates are indicated by an asterisk (*).

-5-Proposal No. 4

Election of One Substitute Audit & Supervisory Board Member

The effective tenure of Substitute Audit & Supervisory Board Member Shinichi Murazumi will expire at the start ofthis meeting. Therefore, the Company proposes the election of one Substitute Audit & Supervisory Board Member.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Substitute Audit & Supervisory Board Member is follows:
Name (Date of birth)

Shinichi Murazumi(January 14, 1956)

Career summary and significant concurrent positions outside the Company
Apr. 1980
May 1984
Apr. 1985
Apr. 1987
Apr. 1995
Jun. 2007
Apr. 2015

Joined NAKAYAMAFUKU CO., LTD.
Joined Hime-Pla Inc.
Director of Hime-Pla Inc.
Senior Managing Director
President and Chief Operating Officer
Representative Director and President of MISM Japan Inc.
(current position)
Chairman and Chief Executive Officer of Hime-Pla Inc.
(current position)

Number of theCompany’s shares
owned–Reasons for nomination
Shinichi Murazumi has demonstrated his skill as a company manager, and we believe that he can reflect that abundant experience andinsight in our audits. Accordingly, we recommend Shinichi Murazumi as a candidate for substitute outside Audit & Supervisory BoardMember.
(Notes) 1. The candidate for substitute outside Audit & Supervisory Board Member currently serves as the Chairman and Chief
Executive Officer of Hime-Pla Inc., and there are raw materials purchasing transactions between the Company and HimePla Inc. However, sales to the Company represent less than 1% of Hime-Pla Inc.’s sales. Therefore, we do not believe any
special interest exists between the Company and the candidate for substitute outside Audit & Supervisory Board Member.
2. Shinichi Murazumi is a candidate for substitute outside Audit & Supervisory Board Member.
3. As stipulated in the Articles of Incorporation, the resolution related to the election of the Substitute Audit & Supervisory
Board Member is effective until the start of the annual general meeting of shareholders for the last business year out of
the business years terminating within two years after the election.
4. If Shinichi Murazumi is appointed as an outside Audit & Supervisory Board Member, the Company will enter into anagreement with him limiting his liability for damages in accordance with Article 427, paragraph (1) of the Companies Act.
The maximum amount of liability under this agreement is the amount provided for under laws and regulations.

-6-