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, 2022
To our shareholders:President: Ryuichi Maeda
NICHIRIN CO., LTD.
98-1, Edo-machi, Chuo-ku, Kobe

Notice of the 138th Annual General Meeting of Shareholders
Notice is hereby given that the 138th Annual General Meeting of Shareholders of NICHIRIN CO., LTD. (the“Company”) will be held as described below.
In order to prevent the spread of the novel coronavirus disease (COVID-19) at this meeting, you are asked to refrainfrom traveling to the venue on the date of the meeting, regardless of your own state of health, and exercise yourvoting rights prior to the meeting in writing or via the internet, etc.
Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting
rights by 5:05 p.m. on Thursday, March 24, 2022 (JST).
From the last year onwards, we discontinued the provision of gifts to attending shareholders. Thank you for yourunderstanding.
1. Date and Time: Friday, March 25, 2022, 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 138th fiscal year (from January 1,2021 to December 31, 2021), 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 138th fiscal year (from January 1, 2021 to December 31,2021)
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 One Audit & Supervisory Board Member
Proposal No. 4
Election of One Substitute Audit & Supervisory Board Member-1-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 Thursday, March 24,2022 (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 Thursday, March 24, 2022 (JST).
(3) Electronic Voting 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 the 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/)-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. Internalreserves 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, main business segment of theCompany, 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¥45 per common share of the Company
Total dividend: ¥635,373,450(Reference) The annual dividends for the 138th fiscal year, including the interim dividend, will be ¥83
per share.
(2) Effective date of dividends of surplus
March 28, 2022
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:¥2,500,000,000(2) Item of surplus to be increased and amount of increase
General reserve:¥2,300,000,000
Reserve for product warranties:¥200,000,000-3-Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal(1) Addition of business purposes
Article 2 of the proposed amendments is to add business purposes to prepare for future business expansion.
(2) Introduction of a system for providing materials for general meeting of shareholders in an electronic format
As the amendment provisions of the proviso clause of Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) will be in effect as of September 1, 2022, toprepare for the introduction of a system for providing materials for general meeting of shareholders in anelectronic format, we propose to amend the Articles of Incorporation of the Company as follows:(i) Article 15 of the proposed amendments prescribes that the Company shall take measures to provide in
an electronic format such information that falls under reference documents, etc. for general meeting ofshareholders and limits the scope of matters to be included in a paper document delivered to a shareholder
who has requested the delivery of materials in a paper-based format; and(ii) The numbering of the current Article 15 and each subsequent Article shall be adjusted accordingly andsupplementary provisions will be established to prescribe the effective date, etc. to accompany the newprovisions mentioned above.
2. Details of the amendments
Details of the amendments are as follows:(Amended parts are underlined)
Proposed amendments

Current Articles of Incorporation(Purpose)
Article 2.
The purpose of the Company shall be to engage in the following
business activities:
1. Manufacture, construction, processing, and sales andpurchase of various rubber products, plastic products, andother chemical products;
2. Research and development of production technology andmaterials related to metal fittings and various pipes andmanufacture and sales and purchase of such products;
3. Manufacture, sales, leasing, and repair of automation andlabor-saving equipment and systems, including industrial
robots and various control equipment;(Purpose)
Article 2.
The purpose of the Company shall be to engage in the following
business activities:
1. Manufacture, construction, processing, and sales andpurchase of various rubber products, plastic products, andother chemical products;
2. Research and development of production technology andmaterials related to metal fittings and various pipes andmanufacture and sales and purchase of such products;
3. Manufacture, sales, leasing, and repair of automatic
assembly machines, industrial robots, and other automatic
machines and equipment for industrial use and relatedparts;
4. Development, manufacture, and sales of measuring(New provision)
instruments, inspection equipment, surveillance video(New provision)
recording equipment, and related parts;
5. Planning, development, manufacture, sales, leasing, and(New provision)
maintenance management of software and related systems;
6. Consulting services related to items 3 through 5 above;
7. Sales and purchase, mediation, leasing, and management of
4. Sales and purchase, mediation, leasing, and management ofreal estate;real estate;
5. Property casualty insurance agency business and insurance
8. Property casualty insurance agency business and insurance
agency business regulated under the Automobile Liability
agency business regulated under the Automobile Liability
Security Act;
Security Act;
6. Investment in or management of related businesses, etc.;
9. Investment in or management of related businesses, etc.;
andand
7. Other businesses that are incidental to those listed in the
10. Other businesses that are incidental to those listed in thepreceding items.
preceding items.
Articles 3 through 14 (Omitted)(New provision)

Articles 3 through 14 (Not changed)(Provision of Reference Documents, etc. for General Meetingof Shareholders in an Electronic Format)-4-Current Articles of Incorporation

Articles 15 through 48 (Omitted)(New provision)

Proposed amendments
Article 15.
In convening a general meeting of shareholders, the Company
shall take measures to provide in an electronic format suchinformation that falls under reference documents, etc. for general
meeting of shareholders.
2. When a shareholder has requested the delivery of materials
in a paper-based format, the Company shall not be required
to include in the paper document to be delivered to theshareholder the whole or part of matters prescribed in
Ministry of Justice Order if they are provided in anelectronic format.
Articles 16 through 49 (Not changed)
Supplementary Provisions
Article 1.
After the amendment, the new provisions of Article 15 of theArticles of Incorporation shall take effect on the effective dateprescribed in the proviso clause of Article 1 of the
Supplementary Provisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (hereinafter referred to as“Effective Date”).
2. This Article shall be deleted on the later of the day on
which six (6) months have passed since the Effective Dateor the day on which three (3) months have passed since thedate of the last general meeting of shareholders held withinsix (6) months from the Effective Date.

-5-Proposal No. 3

Election of One Audit & Supervisory Board Member

The Audit & Supervisory Board Member Ryoichi Morikawa will resign at the conclusion of this meeting. Therefore,
the Company proposes the election of one Audit & Supervisory Board Member.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:Name(Date of birth)

Career summary, position in the Company, and significant concurrent
positions outside the Company
Apr. 1985
Dec. 2006
Mar. 2010
Apr. 2011*Manabu Maeda(June 5, 1961)

Apr. 2017

Mar. 2018

Joined the Company
Deputy General Manager of Overseas Dept.
General Manager of Overseas Sales Dept. and in charge ofTS Group, Overseas Sales Dept.
Representative Director and President of PT. NICHIRININDONESIA
General Manager of Internal Audit Dept. and General
Manager of Internal Control Promotion Dept. of theCompany
General Manager of Internal Audit Dept. and General
Manager of Internal Control Promotion Dept.
Commissioned to the Company (current position)

Number of theCompany’s shares
owned

2,440

Jul. 2021
Reasons for nomination
After joining the Company, Manabu Maeda has accumulated a wide range of experience through his assignment to production
technology, technology, and sales departments as well as overseas assignment to the UK and Indonesia. In Indonesia, hedemonstrated his skills in management as the President of a subsidiary of the Company. After returning to Japan, he has engaged in
the promotion of internal control and internal audit. Accordingly, we nominated him as a candidate for Audit & Supervisory Board
Member as we believe that he can apply his experience and knowledge to perform the duties of an Audit & Supervisory Board
Member.
(Notes) 1. There is no special interest between the candidate and the Company.
2. If this proposal is resolved and approved as originally proposed, the Company will enter into an agreement with Manabu
Maeda 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.
3. 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 candidate 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, 2022, which is the midway of the candidate’s term of office.
(i) Details of insurance:Directors and Officers liability insurance (D&O insurance) covers damages (legalindemnification, 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.
(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.
4. A new candidate is indicated by an asterisk (*).

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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 as follows:
Name(Date of birth)

Shinichi Murazumi(January 14, 1956)

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

Joined NAKAYAMAFUKU CO., LTD.
Joined Hime-Pla Inc.
Director
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 experienceand insight in our audits. Accordingly, we recommend Shinichi Murazumi as a candidate for substitute outside Audit & Supervisory
Board Member.
(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.
5. 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 candidate will become insured under the said
insurance contract if this proposal is resolved and approved as originally proposed and the candidate assumes the officeof outside Audit & Supervisory Board Member. The Company plans to renew this insurance contract with the same
coverage on July 31, 2022 while the appointment of the Substitute Audit & Supervisory Board Member remains in effect.
(i) Details of insurance:
Directors and Officers liability insurance (D&O insurance) covers damages (legalindemnification, 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.
(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.

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