(Translation)
Securities Code: 5262
June 6, 2024
(Commencement date for measures for electronic provision):
June 3, 2024
To Our Shareholders with Voting Rights:
Tomoyuki Masubuchi
President and Director
NIPPON HUME CORPORATION
5-33-11 Shimbashi, Minato-ku, TokyoNOTICE OF CONVOCATION OF
THE 141ST 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 141st Annual General Meeting of Shareholders of NIPPON HUMECORPORATION (the “Company”). The meeting will be held for the purposes described below.
In convening this Annual General Meeting of Shareholders, the Company has taken measures forelectronic provision, and has posted the content of the Reference Documents for the General Meeting ofShareholders (matters to be provided electronically) on each of the following website. Please access anyof these websites to confirm the content.
[The Company’s website]
https://www.nipponhume.co.jp/ (Japanese only)(Please access the above website, and select in the order of “IR Information”, “Related Information on
General Meeting of Shareholders” to confirm the information.)[Website for materials for the General Meeting of Shareholders]
https://d.sokai.jp/5262/teiji/ (Japanese only)[Tokyo Stock Exchange (TSE Listed Company Search) website]
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the Tokyo Stock Exchange (TSE Listed Company Search) website shown above, enter“NIPPON HUME” in the “Issue name (company name)” field or the Company’s securities code “5262”
in the “Code” field to perform the search, and select in the order of “Basic information”, “Documents for
public inspection/PR information”, and confirm the information under “Notice of General Shareholders
Meeting/Informational Materials for a General Shareholders Meeting”.)-1-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 rights by no later than 5:20 p.m. Japan time on Wednesday, June 26, 2024.
1. Date and Time:Thursday, June 27, 2024 at 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 141stFiscal Year (April 1, 2023 to March 31, 2024), and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
2. Non-consolidated Financial Statements for the 141st Fiscal Year (April 1,2023 to March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Four (4) Audit & Supervisory Board Members
Proposal 3:•••

When attending the meeting, please submit the Voting Rights Exercise Form sent along with this notice ofconvocation at the reception desk.
If any revisions are required to the matters to be provided electronically, a notice to that effect will be postedon the websites listed on page 1, along with the unrevised and revised information.
Shareholders who requested delivery of a printed form also receive the printed documents that contain thematters to be provided electronically. However, such documents exclude the following items, in accordancewith laws and regulations and the provisions under Article 14, Paragraph 2 of the Company’s Articles ofIncorporation.
1. “Company Structure and Policies” in the Business Report
2. “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated FinancialStatements” of the Consolidated Financial Statements
3. “Non-Consolidated Statements of Changes in Net Assets” and “Notes to the Non-Consolidated
Financial Statements” of the Non-Consolidated Financial Statements
Accordingly, the Business Report, the Consolidated Financial Statements, and the Non-Consolidated
Financial Statements included in the documents are a part of the target documents that were audited by theAccounting Auditor and the Audit & Supervisory Board in preparing the Accounting Auditor’s Audit Report
and the Audit Report, respectively.

-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 sharesand 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 a longterm perspective.
The Company is scheduled to distribute the surplus for the fiscal year under review as described below,
taking into account factors such as non-consolidated financial results, consolidated financial results,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¥25 per share for the Company’s common stock
Total dividends: ¥636,985,100

3) Effective date for dividends from surplus

June 28, 2024

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

General reserve: ¥500,000,000

2) 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(1) In order to enhance opportunities to distribute profits to shareholders, the Articles of Incorporation ofthe Company shall be amended to allow the distribution of dividends of surplus (interim dividends)
by a resolution of the Board of Directors, based on Article 454, Paragraph 5 of the Companies Act.
(2) In addition to the above, the number of articles shall be adjusted following the amendments.
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 38 (Provisions are omitted)

Article 1 to Article 38 (Remain unchanged)(Dividends of Surplus)
Article 39
1. The Company may, by a resolution of theGeneral Meeting of Shareholders, pay
year-end dividends to the shareholders or
registered pledgees of shares recorded in
the shareholder register on the last day ofeach business year.
2. If a dividend is not received after three fullyears from the date on which its payment
is fixed, the Company shall be released
from its obligation to pay the dividend.
(Newly established)(Record Date of Dividends of Surplus)
Article 39
1. The record date for the Company’s yearend dividends shall be March 31 of eachyear.

(Newly established)(Interim Dividends)
Article 40 The Company may, by a resolution ofthe Board of Directors, pay interim dividends
with a record date of September 30 each year.

(Newly established)(Prescription Period for Dividends)
Article 41 If a dividend is not received after threefull years from the date on which its payment isfixed, the Company shall be released from its
obligation to pay the dividend.
Article 42(Remain unchanged)

Article 40(Provision is omitted)(Deleted)

2. In addition to the preceding paragraph, theCompany may determine record dates andpay dividends of surplus.

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Proposal 3:

Election of Four (4) Audit & Supervisory Board Members

The terms of office of all four (4) Audit & Supervisory Board Members will expire at the conclusion ofthis General Meeting of Shareholders. Therefore, the Company proposes the election of four (4) Audit &Supervisory Board Members.
The Audit & Supervisory Board has given its approval to this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
Name
Current positions, etc.
No.
Full-time Audit & Supervisory Board
1
Takamasa Ishii
Reelection
MemberReelection
Outside Audit & Supervisory Board
2
Yasushi Nakamura
OutsideMemberIndependent
New candidate
3
Ryo Yokoyama
OutsideIndependent
New candidate
Councilor of Mizuho Leasing Company,
4
Yasuhisa Fujiki
OutsideLimitedIndependent
Reelection: Candidate for reelected Audit & Supervisory Board Member
New candidate: Candidate for newly elected Audit & Supervisory Board Member
Outside: Candidate for Outside Audit & Supervisory Board Member
Independent: Independent Auditor pursuant to the provisions of the Stock Exchange-5-No.

Name(Date of birth)

Career summary, and positions andsignificant concurrent positions in the Company
April 1988
April 2010
June 2014

Takamasa Ishii(May 8, 1964)

1

Reelection
Number of the Company’s
shares held
10,500Joined the Company
General Manager of Accounting Department
President and Representative Director of NIPPON HUMEENGINEERING CORPORATION
June 2015
Management Officer, General Manager of Accounting
Department
June 2017
President and Representative Director of HUMEZCORPORATION
June 2019
Full-time Audit & Supervisory Board Member(to present)
Reasons for the election as a candidate for Audit & Supervisory BoardMember
Mr. Ishii has a fair amount of expertise and insight in accounting as well as theCompany’s overall business operations, gained through his career asManagement Officer, General Manager of Accounting Department. TheCompany determined that he is suitable as a candidate for Audit & Supervisory
Board Member, in view of his track record in the proposed position.
January 1985
April 2001October 2003
July 2004

Yasushi Nakamura(August 9, 1958)

2

Reelection
OutsideIndependent
Number of the Company’s
shares held
0

Joined Tokyo Electron Ltd.
Vice President of Finance Dept. of Tokyo Electron Ltd.
Vice President of Tokyo Electron Kyushu Ltd.
Vice President & General Manager, General Manager ofManagement Division of Tokyo Electron Kyushu Ltd.
November 2005 Vice President of General Affairs Dept. of Tokyo ElectronLtd.
January 2011
Vice President & General Manager, General Manager ofManagement Division of Tokyo Electron AT Limited(current Tokyo Electron Technology Solutions Ltd.)
April 2011
Vice President & General Manager, General Manager ofManagement Division and Material and Logistics Divisionof Tokyo Electron Yamanashi Ltd. (current Tokyo ElectronTechnology Solutions Ltd.)
April 2019
Vice President & General Manager, General Manager ofNew Factory Project of Tokyo Electron Yamanashi Ltd.
June 2020
Chairman of Yamanashi Machine and ElectronicIndustries Association
July 2020
Advisor of Tokyo Electron Ltd.
June 2023
Outside Audit & Supervisory Board Member(to present)
Reasons for the election as a candidate for Outside Audit & Supervisory BoardMember
Mr. Nakamura has served as an executive officer in the global company group,and possesses a wealth of insight. The Company determined that he is suitable
as a candidate for Outside Audit & Supervisory Board Member, in view of his
track record in the proposed position.

-6-No.

Name(Date of birth)

Career summary and significant concurrent positions
April 1982

Ryo Yokoyama(March 11, 1958)

3

New candidate
OutsideIndependent
Number of the Company’s
shares held
0

Joined Nihon Cement Co., Ltd. (current TAIHEIYOCEMENT CORPORATION)
April 2008
General Manager of Technology Planning Department ofResearch & Development Center of TAIHEIYO CEMENTCORPORATION
May 2009
Leader of Sales Promotion Group, Sales Department.
Cement Company of TAIHEIYO CEMENTCORPORATION
October 2010
Leader of Specialty Concrete Group, Sales Department,
Cement Business Division of TAIHEIYO CEMENTCORPORATION
April 2011
General Manager of Kanto Branch of TAIHEIYOCEMENT CORPORATION
April 2014
Advisor of Kokusai Kigyo Co., Ltd.
May 2014
President and Representative Director of Kokusai Kigyo
Co., Ltd.
May 2023
Advisor of Kokusai Kigyo Co., Ltd.
Reasons for the election as a candidate for Outside Audit & Supervisory Board
MemberMr. Yokoyama has insight as senior management staff. The Company
determined that he is suitable as a candidate for Outside Audit & Supervisory
Board Member, in view of his experience and insight as aforementioned.

-7-No.

Name(Date of birth)

Career summary and significant concurrent positions
April 1984

Yasuhisa Fujiki(March 1, 1962)

4

New candidate
OutsideIndependent
Number of the Company’s
shares held
0

Joined Industrial Bank of Japan, Limited (current MizuhoBank, Ltd.)
April 2009
General Manager of Hiroshima Corporate Banking
Division of Mizuho Corporate Bank, Ltd. (current MizuhoBank, Ltd.)
April 2011
General Manager of Corporate Banking Division No. 15 ofMizuho Corporate Bank, Ltd.
General Manager of Corporate Coverage Department II,Investment Banking Group of Mizuho Securities Co., Ltd.
April 2012
Executive Officer, General Manager of International
Coordination Division of Mizuho Corporate Bank, Ltd.
April 2013
Executive Officer, General Manager of International
Coordination Division of Mizuho Financial Group, Inc.
July 2013
Executive Officer, General Manager of International
Coordination Division of Mizuho Bank, Ltd.
April 2014
Managing Executive Officer (in charge of Consumer,Health, Care, Telecom, Media, Technology, Specific
Global Corporations) of Mizuho Bank, Ltd.
April 2018
Managing Executive Officer of IBJ Leasing Co., Ltd.
(current Mizuho Leasing Co., Ltd.)
June 2019
Managing Director of IBJ Leasing Co., Ltd.
April 2021
Director of Mizuho Leasing Co., Ltd.
June 2021
Deputy President of Mizuho Marubeni Leasing Corporation
April 2024
Councilor of Mizuho Leasing Company, Limited(to present)
Reasons for the election as a candidate for Outside Audit & Supervisory BoardMember
Mr. Fujiki has held important positions at financial institutions and has insight
as senior management staff. The Company determined that he is suitable as acandidate for Outside Audit & Supervisory Board Member, in view of his
experience and insight as aforementioned.

-8-1. There are no special interests between each candidate and the Company.
2. Messrs. Yasushi Nakamura, Ryo Yokoyama and Yasuhisa Fujiki are candidates for Outside Audit &Supervisory Board Members.
3. An outline of a limited liability agreement with the Audit & Supervisory Board Members is as follows:
The Company has entered into a limited liability agreement with its Audit & Supervisory Board Members,
as allowed under the provisions of its Articles of Incorporation for the purpose of helping them fully performtheir roles as expected.
The Company has entered into a limited liability agreement with Messrs. Takamasa Ishii and YasushiNakamura to limit their liability for damages pursuant to Article 423, Paragraph 1 of the Companies Act.
The maximum amount of liability under that agreement is ¥5 million or the minimum liability amountstipulated by laws and regulations, whichever is the greater. If the reelection of Messrs. Takamasa Ishii andYasushi Nakamura is approved, the Company intends to continue said agreement with them.
If the election of Messrs. Ryo Yokoyama and Yasuhisa Fujiki is approved, the Company intends to enter intoa limited liability agreement with each of them to limit their liability for damages pursuant to Article 423,
Paragraph 1 of the Companies Act. The maximum amount of liability under the agreement is ¥5 million or
the minimum liability amount stipulated by laws and regulations, whichever is the greater.
4. The Company has designated and registered Mr. Yasushi Nakamura as Independent Auditor pursuant to theprovisions of the Tokyo Stock Exchange. If the reelection of Mr. Yasushi Nakamura is approved, theCompany intends to continue to register him as Independent Auditor.
5. If the election of Messrs. Ryo Yokoyama and Yasuhisa Fujiki is approved, the Company intends to registerthem as Independent Auditor pursuant to the provisions of Tokyo Stock Exchange.
6. The Company has entered into a directors and officers liability insurance (D&O insurance) contract pursuant
to Article 430-3, Paragraph 1 of the Companies Act with an insurance company. If this proposal is approved
as originally proposed and the candidates are elected as Audit & Supervisory Board Members, then they will
be included as the insured under the insurance contract. The contract covers legal damages that may arise
when the insured Audit & Supervisory Board Members assume liability for the execution of their duties orare subject to a claim for the pursuit of said liability. However, the insurance contract has certain exclusions,such as providing no coverage for damages arising from actions taken by insured parties with the knowledge
that they were in violation of laws and regulations. The insurance premiums, including riders, are borne intheir entirety by the Company, and no insurance premiums are borne by the insured parties themselves. The
Company plans to renew the insurance contract with the same contents at the time of its next renewal.
7. Mr. Yasushi Nakamura is the current Outside Audit & Supervisory Board Member of the Company. He will
have served as Audit & Supervisory Board Member for one year at the conclusion of this General Meetingof Shareholders.
8. If the election of Messrs. Ryo Yokoyama and Yasuhisa Fujiki is approved, the Company intends to appoint
them as members of the Independent Committee for Countermeasures Against Large-Scale Purchases of theCompany’s Shares, etc.

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