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, 2024
To our shareholders:President: Hiroyuki SogaNICHIRIN CO., LTD.
98-1, Edo-machi, Chuo-ku, Kobe

Notice of the 140th Annual General Meeting of Shareholders
Notice is hereby given that the 140th Annual General Meeting of Shareholders of NICHIRIN CO., LTD. (the“Company”) will be held as described below.
When convening this general meeting, the Company has taken measures for providing information that constitutes
the content 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 has posted this information oneach website below. Please access either of the following websites to review the information.
[Company’s website] https://www.nichirin.co.jp/ (in Japanese)(Please access the above website and select “IR Information” and “General meeting of shareholders information”
from the menu.)[Website where General Meeting of Shareholders’ materials are posted]
https://d.sokai.jp/5184/teiji/ (in Japanese)[TSE website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(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 “Basicinformation” 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 Tuesday, March 26, 2024 (JST).
[Voting via the internet]
Please access the Company’s designated website for exercising voting rights (https://www.web54.net) (in Japanese).
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 your voting
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 tothe Company by postal mail so that your vote is received by the above-mentioned deadline.

-1-1. Date and Time: Wednesday, March 27, 2024, at 10:00 a.m. (JST)(Reception starts at 9:30 a.m.)
2. Venue:
100, Minami Ekimae-cho, Himeji-shi, Hyogo
Korin, 3rd floor, Hotel Nikko Himeji
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 140th fiscal year (from January 1,2023, to December 31, 2023), 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 140th fiscal year (from January 1, 2023, to December31, 2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of One Director
Proposal No. 3
Election of Two Audit & Supervisory Board Members
Proposal No. 4
Election of One Substitute Audit & Supervisory Board Member
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 theCompany’s Articles of Incorporation. The Audit & Supervisory Board Members and the Accounting Auditor
have audited the documents subject to audit, which include the following matters.
(i) “Systems to ensure the appropriateness of business activities and the status of operation of suchsystems” 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, 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 in person.
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 website listed on page 1.

-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. Besides
basic policy, the Company recognizes shareholder returns as an important management policy. With the goal of aconsolidated dividend payout ratio of 35%, it will determine the specific amount of dividends while taking into
consideration the payment of stable dividends and business performance trends.
Considering the above policies and other factors, the Company proposes the appropriation of surplus as follows:
1. Year-end dividends
The Company proposes to pay year-end dividends as follows:(1) Allotment of dividend property to shareholders and its amount¥98 per common share of the Company
Total dividend: ¥1,319,192,896(Reference) The annual dividends for the 140th fiscal year, including the interim dividend, will be ¥150
per share.
(2) Effective date of dividends of surplus
March 28, 2024
2. Other appropriation of surplus
In relation to the other appropriation of surplus, considering financial risks related to warranty and recall issues,
the Company proposes the following:(1) Item of surplus to be decreased and amount of decrease
Retained earnings brought forward:¥800,000,000(2) Item of surplus to be increased and amount of increase
Reserve for product warranties:¥800,000,000-3-Proposal No. 2

Election of One Director

Director Toshikazu Taniguchi will resign at the conclusion of this meeting. Therefore, the Company proposes theelection of one substitute Director.
The candidate for Director is as follows:
Name(Date of birth)

Shinichiro Endo(June 11, 1966)
New appointment

Career summary, position and areas of responsibility in the Company andsignificant concurrent positions outside the Company
Apr. 1989

Joined the Company

Dec. 2006

Executive of Technical Dept. (Deputy General Manager)

Dec. 2008

Executive of the Technical Dept. (General Manager)

Apr. 2014

General Manager of Technical Dept.

Apr. 2018

Director and President of NICHIRIN (THAILAND) CO.,

Number of theCompany’s shares
owned6,630

LTD.
Jun. 2022

Director and President of PT. NICHIRIN INDONESIA(current position)

Apr. 2023

Sr. General Manager of the Company (current position)

Reasons for nomination
Shinichiro Endo served as General Manager of Technical Department of the Company and President of an overseas subsidiary, who
now participates in the Company’s management as a Sr. General Manager (employed Director) and serves as the President of an
Asian subsidiary. The candidate meets the quality requirements for a Director as defined by the Company. In particular, theautomotive parts, which are the Company’s main products, are undergoing a major transformation, including the shift to EVs, andthe Company expects the candidate to promote product development in response to this transformation and play an appropriate rolein directing and supervising the execution of business activities. He is also judged to possess the experience and abilities appropriate
for a Director of the Company. Accordingly, we nominate him as a candidate for the position of Director.
(Notes) 1. The candidate for Director also serves as Director and President of PT. NICHIRIN INDONESIA, with which the Company
deals in parts. However, he will resign as Director and President of PT. NICHIRIN INDONESIA in March 2024.
2. 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, 2024, 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-[Reference] Skills matrix of Director (in the case where Proposal No. 2 is resolved and approved as originallyproposed)
Experience and expertise of Director
Technology,
Overseas
Corporate
Business Manufacturing Development,(Production
Management International and Quality) Environment,
and Energy
Experience

Ryuichi
Maeda
Hiroyuki
Soga
Hideki
Kikumoto
Hironari
Namba
Shinichiro
Endo
SusumuYano
Kazufumi
SuzukiMiki
Kimura〇〇〇〇〇〇〇〇〇〇〇〇

Sales

LegalCorporate
Internal
Finance and Compliance
Strategy andControl andAccountingand Risk
Business
GovernanceManagement
Strategy〇〇〇〇〇〇〇〇

Innovation
and Digital(IT)〇〇〇〇〇〇〇〇〇〇〇〇〇〇〇〇* The abovementioned list does not represent the whole experience and knowledge possessed by each Director.

-5-Proposal No. 3

Election of Two Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Toshio Tezuka and Kiyokazu Ueda will expire at theconclusion of this meeting. Therefore, the Company proposes the election of two Audit & Supervisory BoardMembers.
Additionally, 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)

Takahiko Nishimura(April 12, 1963)
New appointment
1

Career summary, position in the Company, and significant concurrent
positions outside the Company
Apr. 1987

Joined the Company

Dec. 2013

Deputy General Manager of the Overseas Sales Dept.,
Section Chief of the CS Group and in charge of the SPGroup

Dec. 2014

General Manager of the Tokyo Sales Dept. andManager of Atsugi Distribution CenterJan. 2017

Director and President of PT. NICHIRININDONESIA

Sep. 2022

Co-Executive Chief of Internal Audit Dept. of theCompany

Mar. 2023

General Manager of Internal Control Promotion Dept.
(current position)

May 2023

Commissioned to the Company (current position)

Number of theCompany’s
shares owned

8,430

Reasons for nomination
Takahiko Nishimura has experience related to the Company’s sales department and internal audits, and management of aforeign subsidiary. The Company believes he can apply that experience to appropriately perform the duties of an Audit &Supervisory Board Member. Accordingly, we nominate him as a candidate for Audit & Supervisory Board Member.

-6-CandidateNo.

Name(Date of birth)

Shinji Kawamura(December 26, 1963)
New appointment
OutsideIndependent
2Career summary, position in the Company, and significant concurrent
positions outside the Company
Apr. 1986

Joined The Fuji Bank, Ltd. (currently Mizuho Bank,Ltd.)

Apr. 2009

General Manager of Itami Branch

Apr. 2012

Associate Director-General of Namba 2nd Dept.,
Namba BranchSeconded to Nakamoto Packs Co., Ltd.

Apr. 2014

Associate Director-General of the Wealth Marketing
Dept. of Mizuho Bank, Ltd.

Nov. 2015

Associate Director-General of the Securities and TrustCollaboration Promotion Dept.
Seconded to Mizuho Capital Co., Ltd.

Feb. 2016Retired from Mizuho Bank, Ltd.

Mar. 2016

Joined Mizuho Capital Co., Ltd.
Executive Officer, Manager of Osaka Branch, andGeneral Manager of the Osaka Investment Dept.

Jan. 2024

Counselor and General manager of the Osaka
Investment Dept. (current position)

Number of theCompany’s
shares owned–Reasons for nomination
Shinji Kawamura has extensive experience in finance-related operations at his previous job at a bank and is now
demonstrating his skills in base management and investment operations at a company that invests in start-up companies,etc. The Company believes that he can apply that experience and insight to appropriately perform the duties of outside
Audit & Supervisory Board Member. Accordingly, we nominate him as a candidate for outside Audit & Supervisory
Board Member.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. Shinji Kawamura is a candidate for outside Audit & Supervisory Board Member.
3. If the election of Shinji Kawamura is approved, the Company will register him as an Independent Director as stipulatedby Tokyo Stock Exchange.
4. If this proposal is resolved and approved as originally proposed, the Company will enter into an agreement with Takahiko
Nishimura and Shinji Kawamura, limiting their liability for damages in accordance with Article 427, paragraph (1) of theCompanies Act. The maximum amount of liability under the agreement concluded respectively with them is the amountprovided 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 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, 2024, which is the midway of the candidates’ 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.

-7-Proposal No. 4Election of One Substitute Audit & Supervisory Board Member

The effective tenure of Substitute Audit & Supervisory Board Member Shinichi Murazumi will expire at thebeginning of this meeting. Therefore, the Company proposes the election of one Substitute Audit & Supervisory
Board Member.
Additionally, 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)
OutsideIndependent

Career summary and significant concurrent positions outside the Company
Apr. 1980

Joined NAKAYAMAFUKU CO., LTD.

May 1984

Joined Hime-Pla Inc.

Apr. 1985

Director

Apr. 1987

Senior Managing Director

Apr. 1995

President and Chief Operating Officer

Jun. 2007

Representative Director and President of MISM Japan Inc.
(current position)

Apr. 2015

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 & SupervisoryBoard 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, 2024 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.

-8-