(Translation)
Securities Code:5262
June 8, 2022
To Our Shareholders with Voting Rights:
Minoru Okawauchi
President and Director
NIPPON HUME CORPORATION
5-33-11 Shimbashi, Minato-ku, TokyoNOTICE OF CONVOCATION OF
THE 139TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We wish to notify you of the 139th Annual General Meeting of Shareholders of NIPPON HUMECORPORATION (the “Company”). The meeting will be held for the purposes described below.
In order to reduce the risk of COVID-19 infections and ensure the safety of all shareholders, werequest that you refrain from attending the General Meeting of Shareholders in person as much aspossible, and exercise your voting rights in advance in writing (by mail) or via the Internet, etc.
Instead of attending the meeting in person, you may exercise your voting rights in writing or via theInternet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders
and exercise your voting rightsby no later than 5:20 p.m. Japan time on Tuesday, June 28, 2022.

1. Date and Time:Wednesday, June 29, 2022at 10:00 a.m. Japan time

2. Place:

Conference room on the 8th floor of the Company (Shimbashi NH Building)
5-33-11 Shimbashi, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for the 139thFiscal Year (April 1, 2021to March 31, 2022), and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
2. Non-consolidated Financial Statements for the 139th Fiscal Year (April 1,2021to March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of One (1) Director
Proposal 3:-1-•••

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
Please note that the following items are not presented in the attached document of this notice ofconvocation, as they are posted on the Company’s website, in accordance with laws and regulations andthe provisions under Article 14 of the Company’s Articles of Incorporation.
1. Notes to the Consolidated Financial Statements
2. Notes to the Non-Consolidated Financial Statements
The Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Audit& Supervisory Board and Accounting Auditor in preparing the Audit Report and Accounting Auditor’s
Audit Report, respectively, include the information in the attached document, as well as other information
required to be disclosed in the “Notes to the Consolidated Financial Statements” and “Notes to theNon-Consolidated Financial Statements.”
If the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements or Non-Consolidated Financial Statements require revisions, the revised versions
will be posted on the Company’s website.
The Company’s website(https://www.nipponhume.co.jp/)-2-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company proposes to distribute the surplus as described below.
The Company considers the distribution of profits to shareholders as an important management task.
Our basic policy is to maintain stable dividend levels, while focusing on maintaining a sound financialstructure. We strive to enhance overall return to shareholders by implementing purchases of treasury
shares and other measures, taking into account factors such as performance.
Funds retained as internal reserves will be used as a portion of the funds invested in the developmentof new products and technologies and for capital investment in efficiency enhancement and reduction ofpower consumption, as well as for M&As. The efficiency of the investments is considered from along-term perspective.
The Company is scheduled to pay the year-end dividend for the fiscal year under review as described
below, taking into account factors such as non-consolidated financial results, consolidated financialresults, financial conditions and the future management environment.
1. Details of the year-end dividend
1) Type of dividend property

Cash2) Appropriation of dividend property toshareholders and its total amount¥20 per share for the Company’s common stock
Total dividends: ¥502,016,320

3) Effective date for dividends from surplus

June 30, 2022

2. Other matters concerning the appropriation of surplus
1) Accounting item of surplus to increase andthe amount of increase

General reserve: ¥500,000,0002) Accounting item of surplus to decrease
and the amount of decrease

Retained earnings brought forward: ¥500,000,000-3-Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
In conjunction with the revisions to be enforced on September 1, 2022 stipulated in the provisoof Article
1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of2019), a system for electronic provision of Reference Documents for the General Meeting ofShareholders will be introduced. Accordingly, the Articles of Incorporation of the Company shall beamended as follows.
(1) The proposed Article 14, Paragraph 1 provides that information contained in the reference
documents for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference documents
for the general meeting of shareholders, etc. (Article 14 of the current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
2. Content of the proposed amendments
The details of the proposed amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments

Article 1 to Article 13 (Provisions are omitted)

Article 1 to Article 13 (Remain unchanged)(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting ofShareholders, Etc.)(Deleted)Article 14 The Company may, when convening ageneral meeting of shareholders, deem that it has
provided information to shareholders pertaining
to matters to be described or indicated in thereference documents for the general meeting ofshareholders, business report, non-consolidated
financial statements, and consolidated financialstatements, by disclosing such information
through the internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.

-4-Current Articles of Incorporation

Proposed Amendments(Newly established)(Measures for Electronic Provision, Etc.)
Article 141. The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company is not
obligated to include all or part of thematters stipulated in the Ordinance of theMinistry of Justice in the paper copy to besent to shareholders who have requested itby the record date for voting rights.

Article 15 to Article 40(Provisions are omitted)

Article 15 to Article 40 (Remain unchanged)(Newly established)(Supplementary provisions)
1. The deletion of Article 14 (InternetDisclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, Etc.) and the new
establishment of Article 14 (Measures forElectronic Provision, Etc.) of the Articlesof Incorporation shall be come into effecton September 1, 2022.
2. Notwithstanding the provisions of thepreceding paragraph, Article 14 (InternetDisclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, Etc.) shallremain in force with respect to a general
meeting of shareholders held on a datewithin six months from September 1, 2022.
3. These supplementary provisions shall bedeleted after the lapse of six months from
September 1, 2022 or the lapse of threemonths from the date of the general
meeting of shareholders set forth in thepreceding paragraph, whichever is later.

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Proposal 3:

Election of One (1) Director

In order to further reinforce our corporate governance system, the Company will add one (1) Outside
Director and proposes the election thereof.
The term of office of the newly elected Director shall be, in accordance with the provisions of theCompany’s Articles of Incorporation, until the expiration of the terms of office of other incumbent Directors.
The candidate for the newly elected Director is selected upon receiving recommendations from thevoluntary Nomination Committee, the majority of which is comprised of Outside Directors. The candidatefor Director is as follows:
Name(Date of birth)

Asao Masue(Name as indicated in thefamily register: Asao Aono)(Born June 13, 1970)
New candidate
OutsideIndependentFemale
Number of the Company’s
shares held
0Career summary, positions, responsibilities
and significant concurrent positions
October 2002
May 2008
June 2015
June 2018

Registered with the Tokyo Bar Association
Joined Okuno & Partners (to present)
Outside Director of The Toho Bank, Ltd.
Outside Director and Audit and Supervisory Committee Memberof The Toho Bank, Ltd. (to present)
September 2018 Auditor of Muroran Institute of Technology (to present)
November 2021 Director of Public Interest Incorporated Foundation Japan Joint
Securities Foundation (to present)
Outside Auditor of Suzuki Corporation (to present)
Reasons for the election as a candidate for Outside Director and an outline of roles
expected to fulfill
Ms. Masue possesses knowledge and experience accumulated over many years as anattorney. She is expected to provide useful advice on the Company’s management,
mainly from the perspectives of corporate governance and compliance. Therefore, theCompany believes that she is appropriate as an Outside Director of the Company.
Following her election, she is expected to fulfill the above roles by leveraging her
achievements and capabilities.
Although she does not have previous experience with business management, for theabove reasons, the Company has determined that she is well qualified forappropriately fulfilling her duties as an Outside Director.

1. There are no special interests between the candidate and the Company.
2. Ms. Asao Masue is a candidate for Outside Director.
3. An outline of a limited liability agreement with Outside Directors is as follows:
If the election of Ms. Asao Masue is approved, the Company intends to enter into an agreement with herthat limits her liability for damages indicated in Article 423, Paragraph 1 of the Companies Act, pursuant toArticle 427, Paragraph 1 of the same Act. The maximum amount of liability for damages based on the said
agreement will be the minimum liability amount stipulated in Article 425, Paragraph 1 of the same Act.
4. Ms. Asao Masue satisfies the requirements for an Independent Director defined by the Tokyo StockExchange. If the election of Ms. Masue is approved, the Company intends to register her as an IndependentDirector.
5. The Company has entered into a directors and officers liability insurance (D&O insurance) contract withall Directors as the insured pursuant to Article 430-3, Paragraph 1 of the Companies Act. If this proposal isapproved as originally proposed and the candidate is elected as Director, then she will be included as theinsured under the insurance contract. The contract covers legal damages that may arise when the insured
Directors assume liability for the execution of their duties or are subject to a claim for the pursuit of said
liability. However, the insurance contract has certain exclusions, such as providing no coverage fordamages arising from actions taken by insured parties with the knowledge that they were in violation oflaws and regulations. The insurance premiums, including riders, are borne in their entirety by the Company,
and no insurance premiums are borne by the insured parties themselves. The Company plans to renew theinsurance contract with the same contents at the time of its next renewal.

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