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, 2021
To our shareholders:President: Ryuichi Maeda
NICHIRIN CO., LTD.
98-1, Edo-machi, Chuo-ku, Kobe

Notice of the 137th Annual General Meeting of Shareholders
Notice is hereby given that the 137th 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 25, 2021 (JST).
Please note that, from this meeting, we will no longer provide gifts to attending shareholders. Thank you for yourunderstanding.
1. Date and Time: Friday, March 26, 2021, 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(The venue has changed from that of the previous meetings. Please be sure to confirm thelocation of the venue.)
Depending on the condition of the spread of COVID-19, the venue or start time of the meeting
may have to be changed. In such cases, shareholders will be informed via the Company’s
website (https://www.nichirin.co.jp/).
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 137th fiscal year (from January 1,
2020 to December 31, 2020), 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 137th fiscal year (from January 1, 2020 to December 31,
2020)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Eight Directors
Proposal No. 3
Election of One 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 25,
2021 (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 25, 2021 (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. The
Company has determined 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 wellas to respond to the rapid technological changes in the automotive industry, main business segment of the Company.
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: ¥427,332,870(Reference) The annual dividends for the 137th fiscal year, including the interim dividend, will be ¥45
per share.
(2) Effective date of dividends of surplus
March 29, 2021
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:¥2,600,000,000(2) Item of surplus to be increased and amount of increase
General reserve:¥2,400,000,000
Reserve for product warranties:¥200,000,000-3-Proposal No. 2

Election of Eight Directors

The terms of office of all seven Directors will expire at the conclusion of this meeting. Therefore, the Company
proposes the election of eight Directors, increasing the number of Directors by one to enhance the effectiveness of
independent and objective oversight of the management by the Board of Directors.
The candidates for Directors are as follows:
Candidate
No.

Name(Date of birth)

Ryuichi Maeda(May 11, 1958)
1

2

Number of the
Career summary, position and areas of responsibility in the
Company’s sharesCompany and significant concurrent positions outside theownedCompany
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
26,784Mar. 2015
President and CEO (current position)
Oct. 2019
Chairman of SUZHOU NICHIRIN
AUTOMOBILE PARTS CO., LTD. (current
position)
Dec. 2019
In charge of Global Innovation Promotion Dept.
of the Company (current position)
Significant concurrent positions outside the Company
Chairman of SUZHOU NICHIRIN AUTOMOBILE PARTS
CO., LTD.

Reasons for nomination
Ryuichi Maeda has demonstrated his skill while assuming the highest executive position in business execution by
drawing on his abundant experience and extensive knowledge with his strong leadership. He deeply engages in theimportant business execution decision-making of the Company in the Board of Directors, setting out the company’s
clear management policies. Accordingly, we believe that he is well qualified to contribute to the continuous
improvement of the Company’s corporate value, and have nominated him as a candidate for Director.
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. 2011
Director and General Manager of Overseas
Sales Dept.
Mar. 2013
Senior Executive Officer
Toshikazu Taniguchi
14,967Mar. 2015
Managing Executive Officer(August 12, 1960)
In charge of Technical Dept. (current position)
Mar. 2019
Director (current position)
Senior Managing Executive Officer (current
position)
Dec. 2019
In charge of Cost Planning Dept. and deputy incharge of Global Innovation Promotion Dept.
(current position)
Reasons for nomination
Toshikazu Taniguchi has experience in having participated in corporate management as the Director of the Company for
two years from 2011. Currently serving as the Director and the Senior Managing Executive Officer, he supervises theengineering and cost planning areas, while executing business timely and appropriately, and as the Director, oversees
company management. Accordingly, we nominated him as a candidate for the Director as we believe that he is wellqualified to assume the position by drawing on his knowledge and experience to respond appropriately to changes amid
the big transformation period, in which the automotive industry, the Company’s major trading partner and customer,
promotes EVs.

-4-

Candidate
No.

Name
(Date of birth)

Hideki Kikumoto(November 14, 1965)

3

4

Number of the
Career summary, position and areas of responsibility in the
Company’s sharesCompany and significant concurrent positions outside theownedCompany
Apr. 1988
Joined the Company
Mar. 2005
Deputy General Manager of the Kobe Sales
Dept.
Jan. 2010
Secondedto
SHANGHAINICHIRIN
AUTOMOBILE ACCESSORIES CO., LTD.
Deputy General Manager of the Company
Apr. 2010
General Manager of SHANGHAI NICHIRIN
AUTOMOBILE ACCESSORIES CO., LTD.
General Manager of the Company
Mar. 2015
Executive Officer
12,730General Manager of the Kobe Sales Dept.
Mar. 2019
Director (current position)
Senior Executive Officer (current position)
In charge of Tokyo Sales Dept. and Kobe Sales
Dept. (current position)
Mar. 2020
Chairman of NICHIRIN RUBBER(SHANGHAI) CO., LTD. (current position)
Significant concurrent positions outside the Company
Chairman of NICHIRIN RUBBER (SHANGHAI) CO., LTD.

Reasons for nomination
Hideki Kikumoto, as the Chairman of a subsidiary in China, observes the Chinese business traditions or customs, andemployment and labor conditions to respond to them timely and appropriately, while having achieved rapid growth ofthe company. He currently assumes the positions of the Director and the Senior Executive Officer to supervise sales
departments and execute businesses timely and appropriately while also serving as the Director, oversees company
management. Accordingly, we nominated him as a candidate for the Director as we believe that he is well qualified toassume the position by drawing on his abundant knowledge of domestic and overseas automotive- and non-automotive
related companies and negotiating power over trading counterparts.
Apr. 1988
Joined the Company
Jul. 2016
Seconded to HUTCHINSON NICHIRIN
BRAKE HOSES, S.L. (current NICHIRINSPAIN S.L.U.)
General Manager of 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
Hiroyuki Soga
Nov. 2018
In charge of Overseas Sales Dept. (current
12,310(April 3, 1965)
position)Mar. 2019
Director (current position)
Senior Executive Officer (current position)
Europe Region Director-General (current
position)
Apr. 2019
Chairman of the Board of Directors of
NICHIRIN SPAIN S.L.U.
Sep. 2019
In charge of EU Management Kaizen Office of
the Company (current position)
Reasons for nomination
Hiroyuki Soga has been assigned to North American and European subsidiaries, while accumulating his overseas
experience of over 20 years, during which he has broadened his experience involving establishing and closing thesubsidiaries. He, currently serving as the Director and the Senior Executive Officer, supervises overseas sales andbusiness in Europe. Accordingly, we nominated him as a candidate for the Director as we believe that he is wellqualified to assume the position to particularly respond to the global expansion of our business transactions involving
European manufacturers and the Asian market.

-5-Candidate
No.

Name
(Date of birth)*Hironari Namba(January 9, 1969)

5

6

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. (current position)
Mar. 2017
Executive Officer
Mar. 2019
Senior Executive Officer (current position)
In charge of Internal Control Promotion Dept.
(current position)

Number of theCompany’s shares
owned

9,050

Reasons for nomination
Hironari Namba has long experience in finance and accounting, and currently serving as the Senior Executive Officer,
demonstrates his skill to standardize the financial closing operation of the NICHIRIN Group and plan financial
strategies. He also contributed to strengthening internal control. Accordingly, we nominated him as a candidate for the
Director as we believe that he is well qualified to assume the position to develop robust financial strategies andstrengthen internal control for the Company by drawing on his profound knowledge in finance and accounting based on
this experience.
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
Susumu Yano–
Technology Division(April 19, 1955)
Jun. 2006
Representative Director, President
Mar. 2016
Director of the Company (current position)
Jun. 2020
Representative Director, Chairman of NIPPONFINE CHEMICAL CO., LTD. (current
position)
Significant concurrent positions outside the Company
Representative Director, Chairman of NIPPON FINE
CHEMICAL CO., LTD.
Reasons for nomination
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. Accordingly, we nominated him as a candidate for the outside Director as we
believe that he is well qualified to assume the position to contribute to the sustainable improvement of the Company’s
corporate value. At the conclusion of this meeting, his tenure as outside Director of the Company will have been five
years.

-6-

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 (currently
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
Outside 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)
Significant concurrent positions outside the Company
Representative Director and President of Taiyo Koko Co., Ltd.
Outside Director of TOHO KINZOKU CO., LTD.

Number of theCompany’s shares
owned

–

Reasons for nomination
Kazufumi Suzuki 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
ferroalloys. Accordingly, we nominated him as a candidate for the outside Director as we believe that he is wellqualified to assume the position to contribute to the sustainable improvement of the Company’s corporate value. At theconclusion of this meeting, his tenure as outside Director of the Company will have been two years.
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*Miki Kimura
Attorney at law (current position)–(June 21, 1979)
Feb. 2012
Registered as an attorney in State of New YorkMar. 2018
Audit & Supervisory Board Member of theCompany (current position)
Significant concurrent positions outside the Company
8
Attorney at law of H. Okada International Law Offices
Reasons for nomination
Miki Kimura has been assuming the position of the outside Director of the Company to conduct an audit by drawing on
her advanced expertise as an attorney at law since March 2018. She has not involved in the corporate management byassuming positions other than as the outside Director and the outside Audit & Supervisory Board Member in the past;
however, she is familiar with the overseas legal practice, on the ground for which, the Company expects her to advise
on legal risks the Group exposed to and endorse initiatives to strengthen corporate governance system and the like inexpanding business globally. Accordingly, we nominated her as a candidate for the outside Director as we believe her
addition to the members of the Directors will facilitate various discussions to be exchanged under consideration with agender perspective. At the conclusion of this meeting, her tenure as outside Audit & Supervisory Board Member of theCompany will have been three years.
(Notes) 1. Ryuichi Maeda, the candidate for the Director, concurrently assumes the Chairman of SUZHOU NICHIRIN
AUTOMOBILE PARTS CO., LTD., with which the Company has a business relationship to trade parts products. Also,
Hideki Kikumoto, the candidate for the Director, concurrently assumes the Chairman of NICHIRIN RUBBER(SHANGHAI) CO., LTD., with which the Company has a business relationship to trade the part products.
There is no special interest between any other candidates 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 theadvisory fee of the Company represents less than 1% of the total revenue of H. Okada International Law Offices.
Accordingly, the Company judged that there is no special interest in the advisory contract and the independence as theoutside Director is not impaired.
2. Susumu Yano, Kazufumi Suzuki and Miki Kimura are candidates for outside Director.

-7-

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 will resign as Audit & Supervisory Board Member of the Company at the conclusion of this meeting.
6. Miki Kimura’s name on the family register is Miki Harigai.
7. The Company has entered into agreements with Susumu Yano and Kazufumi Suzuki limiting their liability for damages
in accordance with Article 427, paragraph (1) of the Companies Act. If this proposal is resolved and approved as originallyproposed, the Company plans to renew these agreements with them. The maximum amount of liability under these
agreements is the amount provided for under laws and regulations. With respect to Miki Kimura, if this proposal is resolved
and approved as originally proposed, the Company plans to enter into the same agreement with her.
8. The Company has entered into the following Directors and Officers liability insurance (D&O insurance) contract asprovided for in Article 430-3 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 this insurance
contract with the same coverage on July 31, 2021, 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.
(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.
9. New candidates are indicated by an asterisk (*).

-8-

Proposal No. 3

Election of One Audit & Supervisory Board Member

The Audit & Supervisory Board Member Miki Kimura will resign at the conclusion of this meeting. Therefore, theCompany 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. 1993*Shinichi Takahata(December 3, 1969)

Joined Nissho Iwai Corporation (currently Sojitz
Corporation)
Oct. 1999
Retired from Nissho Iwai Corporation
Nov. 1999
Joined Taiyo Koko Co., Ltd.
Jun. 2013
Retired from Taiyo Koko Co., Ltd.
Joined THE SUZUKI MENTHOL CO., LTD. as Advisor
Aug. 2013
Director and General Manager of General Affairs Dept.
Aug. 2015
Managing Director
Jun. 2017
Outside Director of Taiyo Koko Co., Ltd. (current position)
Aug. 2019
Representative Director and President of THE SUZUKIMENTHOL CO., LTD. (current position)
Significant concurrent positions outside the Company
Representative Director and President of THE SUZUKI MENTHOL CO.,LTD.
Outside Director of Taiyo Koko Co., Ltd.

Number of theCompany’s shares
owned

–

Reasons for nomination
After accumulating experience in the finance and accounting departments of a trading company and a company that manufacturesand sells ferroalloys, Shinichi Takahata is currently demonstrating his management skills as a president of a company. Accordingly,
we nominated him as a candidate for outside Audit & Supervisory Board Member as we believe that he can apply his knowledge on
financial accounting and experience in corporate management to perform the duties of an Audit & Supervisory Board Member froman independent perspective.
(Notes) 1. There is no special interest between the candidate and the Company.
2. Shinichi Takahata is a candidate for outside Audit & Supervisory Board Member.
3. If this proposal is resolved and approved as originally proposed, the Company will register Shinichi Takahata as an
Independent Audit & Supervisory Board Member as stipulated by Tokyo Stock Exchange.
4. If this proposal is resolved and approved as originally proposed, the Company will enter into an agreement with Shinichi
Takahata 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 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 this insurance
contract with the same coverage on July 31, 2021, 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 (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.
(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.
6. A new candidate is indicated by an asterisk (*).

-9-