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: 2108
June 7, 2022
To Our Shareholders:
Tsukasa Emoto
President and Representative Director
Nippon Beet Sugar Manufacturing Co., Ltd.
12-14 Mita 3-cho-me, Minato-ku, Tokyo

Notice of the 124th Ordinary General Meeting of Shareholders
We would like to inform you that the 124th Ordinary General Meeting of Shareholders of Nippon Beet Sugar
Manufacturing Co., Ltd. (the “Company”) will be held as follows.
You may exercise your voting rights in writing or via the Internet instead of attending the meeting in person.
Please review the Reference Documents for the General Meeting of Shareholders below, and exercise voting
rights by no later than Monday, June 27, 2022 at 5:45 p.m. (JST).
1. Date and Time: Tuesday, June 28, 2022 at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
2. Venue:
Nitten Mita Building, Head Office of the Company, 9th Floor
12-14 Mita 3-cho-me, Minato-ku, Tokyo
3. Purpose:
Items to be reported:
1. Report on the contents of the Business Report, the contents of the Consolidated Financial Statements, andthe results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit &Supervisory Board for the 124th fiscal year ended March 31, 2022 (from April 1, 2021 to March 31, 2022)
2. Report on the contents of the Non-consolidated Financial Statements for the 124th fiscal year ended March
31, 2022 (from April 1, 2021 to March 31, 2022)
Items to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendment to the Articles of Incorporation
Proposal No. 3
Election of Eight Directors
Proposal No. 4
Election of One Substitute Audit & Supervisory Board Member◎◎

Among the documents to be attached to this notice, the following documents are posted on the Company’s website on the Internet(https://www.nitten.co.jp) according to laws and regulations and the provisions of Article 16 of the Articles of Incorporation of theCompany, and are therefore not included in the documents attached to this notice: “Summary of the System to Ensure theAppropriateness of Operations and the Status of Operations of the System,” “Basic Policy on the Control of the Company,”“Consolidated Statement of Changes in Shareholders’ Equity,” “Notes to Consolidated Financial Statements,” “Non-consolidated
Statement of Changes in Shareholders’ Equity,” and “Notes to Non-consolidated Financial Statements.”
Accordingly, the Consolidated Financial Statements and the Non-consolidated Financial Statements included in the attachment to
the notice are a part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the
Accounting Auditor in preparing the Accounting Auditor’s Report.
If any revisions are made to the matters indicated in the Reference Documents for the General Meeting of Shareholders, theBusiness Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements, the revised matters will
be posted on the Company’s website (https://www.nitten.co.jp).

-1-Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company regards the appropriate return of profit to its shareholders as an important management strategy andmaintains a policy to pay dividends on a continual and stable basis while promoting reinforcement of its financial
standing and expanding its business foundation.
Taking into consideration that the conditions surrounding the sugar industry continue to be severe with the future
being unpredictable and paying attention to securing retained earnings to further strengthen and enhance the corporate
standing, the Company proposes to pay year-end dividends for the fiscal year as follows:
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property to shareholders and their aggregate amount¥50 per common share of the Company
Total payment: ¥674,138,450(3) Effective date of dividends of surplus
June 29, 2022-2-

Proposal No. 2
1.

Partial Amendment to the Articles of Incorporation

Reason for the proposal
Since the system for providing informational materials for the general meeting of shareholders in electronic
format will be introduced in accordance with the revised provisions provided for in the proviso to Article 1 of
the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) that are
to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles ofIncorporation.

(1)

Since the Articles of Incorporation will be required to stipulate that measures shall be taken for providing
information that constitutes the content of Reference Documents for the General Meeting of Shareholders,etc. in electronic format, the Company proposes to establish Article 16 (Measures, etc. for Providing
Information in Electronic Format), paragraph (1) in the Proposed Amendments.

(2)

Among matters for which the measures will be taken for providing information that constitutes the content
of Reference Documents for the General Meeting of Shareholders, etc. in electronic format, in order to limit
the scope of matters included in the paper-based documents to be delivered to shareholders who request thedelivery of such paper-based documents to the scope stipulated by the Ministry of Justice Order, theCompany proposes to establish Article 16 (Measures, etc. for Providing Information in Electronic Format),paragraph (2) in the Proposed Amendments.

(3)

Since the provisions of Article 16 (Internet Disclosure of Reference Documents for the General Meeting of
Shareholders, Etc.) of the current Articles of Incorporation will no longer be required after the introductionof the system for providing informational materials for the general meeting of shareholders in electronic
format, the Company proposes to delete them.

(4)

The Company proposes to establish supplementary provisions regarding the effect of the provisions to beestablished and the provisions to be deleted mentioned above. These supplementary provisions shall bedeleted after the specified date.

-3-

2.

Details of the amendments
The details of the amendments are as follows:(Changes underlined)

Current Articles of Incorporation
Proposed Amendments
Article 16 (Internet Disclosure of Reference Documents for the(Deleted)
General Meeting of Shareholders, Etc.)
When the Company convenes a general meeting of shareholders,
if it discloses information that is to be stated or presented in the
Reference Documents for the General Meeting of Shareholders,Business Report, Non-consolidated Financial Statements, andConsolidated Financial Statements through the Internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has provided
this information to shareholders.
(Newly established)
Article 16 (Measures, etc. for Providing Information in Electronic
Format)1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing informationthat constitutes the content of Reference Documents for the
General Meeting of Shareholders, etc. in electronic format.
2. Among matters for which the measures for providing
information in electronic format will be taken, the Company
may exclude all or some of those matters designated by the
Ministry of Justice Order from statements in the paper-based
documents to be delivered to shareholders who request the(Newly established)(Newly established)delivery of paper-based documents by the record date ofvoting rights.
(Supplementary Provisions)
Article 1 (Transitional Measures for Providing Informational
Materials for the General Meeting of Shareholders inElectronic Format)
1. The deletion of Article 16 (Internet Disclosure of Reference
Documents for the General Meeting of Shareholders, Etc.) of
the Articles of Incorporation before amendment and theestablishment of Article 16 (Measures, etc. for Providing
Information in Electronic Format) of the Articles ofIncorporation shall be effective from September 1, 2022.
2. Notwithstanding the provision of the preceding paragraph,
Article 16 (Internet Disclosure of Reference Documents for
the General Meeting of Shareholders, Etc.) of the Articles ofIncorporation before amendment shall remain effective
regarding any general meeting of shareholders held on a datewithin six months from September 1, 2022.
3. The provisions of this Article shall be deleted on the datewhen six months have elapsed from September 1, 2022 or
three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph,
whichever is later.

-4-

Proposal No. 3

Election of Eight Directors

The terms of office of all eight Directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Therefore, the Company proposes to elect eight Directors (three of whom are outside Directors).
The candidates for Directors have been determined by the Board of Directors based on a report from the Nomination
and Remuneration Committee.
The candidates for Directors are as follows:
Candidate
No.

Name(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1978
June 2008
June 2012
June 2014

Tsukasa Emoto(September 8, 1953)
June 2016
Re-election
1

June 2018
June 2020

2

Joined the Company
General Manager of Sales Department
Director and General Manager of Bihoro Beet
Sugar Factory
Director, General Manager of Sales
Department, General Manager of Food
Department, and Officer in charge of
Administration Department and Accounting
Department
Managing Director, General Manager of
Sapporo Branch Office, and Officer in chargeof Agricultural Affairs Department, Agricultural
Technology Department, and PAPERPOT
Department
President (Representative Director)
Officer in charge of Sales
President (Representative Director)(current position)

Number of theCompany’s shares
owned

25,400[Reasons for nomination as candidate for Director]
Tsukasa Emoto has been serving as President of the Company since 2018 and striving to enhance corporate value by
demonstrating excellent management skills. In recognition of his extensive knowledge concerning all aspects ofmanagement along with excellent insights and abilities, the Company has nominated him as a candidate for Director
again.
Apr. 1986
Joined the Company
Apr. 2010
General Manager of Food Department
Apr. 2012
General Manager of Food Department
June 2014
General Manager of Technology Department
and General Manager of Quality Assurance
Department
June 2016
Director and General Manager of Bihoro Beet
Shu Ishikuri
Sugar Factory(May 1, 1958)
June 2018
Director, General Manager of Corporate
11,200Planning Office, and General Manager in
Re-election
charge of Affiliates
June 2020
Director, Managing Executive Officer, andGeneral Manager of Corporate Planning Office
Apr. 2021
Director, Managing Executive Officer, General
Manager of Corporate Planning Office, andOfficer in charge of promotion of capital andbusiness alliance(current position)[Reasons for nomination as candidate for Director]
Shu Ishikuri has abundant operational experience in the sugar business and the food business, and has been serving as
Director of the Company since 2016. Judging that Mr. Ishikuri will continue to contribute to enhancing corporate value
by leveraging his knowledge and experience in those areas, the Company has nominated him as a candidate for
Director.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1980
Apr. 2009
June 2010
Dec. 2011
Apr. 2012
June 2014
June 2016

June 2018
Tadashi Yamaki(November 16, 1957)
Re-election

Apr. 2020

3

June 2020

Apr. 2021

Joined the Company
General Manager of Administration Department
General Manager of Corporate Planning Office
General Manager of Secretarial Department
General Manager of Secretarial Department andGeneral Manager of Internal Audit OfficeDirector and General Manager of General
Affairs and Personnel Department
Director, General Manager of Administration
Department, and Officer in charge of General
Affairs Department, Personnel Department, andAccounting Department
Director, General Manager of Administration
Department, General Manager of Personnel
Department, and Officer in charge of Corporate
Planning Office, General Affairs Department
and Accounting Department
Director, General Manager of Personnel
Department, and Officer in charge of Corporate
Planning Office, Administration Department,
General Affairs Department and Accounting
Department
Director, Managing Executive Officer, Officer
in charge of the areas of administration andfinance, and Officer in charge of SDGs andinternal control
Director, Managing Executive Officer, Officer
in charge of the areas of administration andfinance, and Officer in charge of SDGs, internal
control and promotion of capital and businessalliance(current position)

Number of theCompany’s shares
owned

13,200[Reasons for nomination as candidate for Director]
Tadashi Yamaki has abundant operational experience in the areas of general affairs, personnel, accounting and realestate, and has been serving as Director of the Company since 2014. Judging that Mr. Yamaki will continue tocontribute to enhancing corporate value by leveraging his knowledge and experience in those areas, the Company has
nominated him as a candidate for Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1981
Apr. 2010
June 2010
June 2016

June 2018
Kuniki Kiyama(August 7, 1957)
Apr. 2020
4

Re-election
June 2020

5

Joined the Company
General Manager of Agricultural Affairs
Department
Assistant General Manager of Bihoro Sugar
Factory
Director, General Manager of Corporate
Planning Office, and General Manager incharge of Affiliates
Director, General Manager of Agricultural
Affairs Department, and Officer in charge ofAgricultural Technology Department
Director, General Manager of Agricultural
Affairs Department, and General Manager ofAgricultural Technology Department
Director, Managing Executive Officer, General
Manager of Sapporo Branch Office, Officer incharge of the area of agricultural affairs, andOfficer in charge of agriculture-welfare
collaboration
Representative Director and President of
Circle-Kiko Co., Ltd.
(current position)

Number of theCompany’s shares
owned

10,600[Reasons for nomination as candidate for Director]
Kuniki Kiyama has abundant operational experience in the sugar business, and has been serving as Director of theCompany since 2016. Judging that Mr. Kiyama will continue to contribute to enhancing corporate value by leveraging
his knowledge and experience in those areas, the Company has nominated him as a candidate for Director.
Apr. 1982
Joined the Company
Apr. 2012
General Manager of Agricultural Materials
Sales Department
Apr. 2013
General Manager of PAPERPOT Department
Hidekazu Terasawa(June 25, 1959)
June 2016
General Manager of PAPERPOT Department
5,800
June 2018
Director, and General Manager of PAPERPOTNew election
Department
June 2020
Senior Executive Officer, and General Manager
of PAPERPOT Department(current position)[Reasons for nomination as candidate for Director]
Hidekazu Terasawa has abundant operational experience in manufacturing, sales, and development of agriculturalequipment and agricultural materials. Judging that Mr. Terasawa will contribute to enhancing corporate value by
leveraging his knowledge and experience in those areas, the Company has nominated him as a candidate for Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1990

6

7

Number of theCompany’s shares
owned

Lecturer of Faculty of Economics at Gakushuin
University
Apr. 1992
Associate Professor of Faculty of Economics
Apr. 1997
Professor of Faculty of Economics
Shigeru Asaba
Apr. 2013
Professor of Waseda Business School(May 21, 1961)
Apr. 2016
Professor of Graduate School of Business andFinance at Waseda University
1,000
Re-election(current position)
OutsideJune 2016
Outside Director of the Company
Independent(current position)
June 2017
Outside Director of Oki Electric Industry Co.,Ltd.
(current position)[Reasons for nomination as candidate for outside Director and outline of expected role]
Judging that Shigeru Asaba will utilize his extensive knowledge and abundant experience concerning management
strategy nurtured as a university professor in the management of the Company, the Company has nominated him as a
candidate for outside Director again. Mr. Asaba has never in the past been involved in the management of a company
except as an outside Director. However, the Company judges that Mr. Asaba will appropriately fulfill his duties as an
outside Director based on the above reason.
There are no particular transactions to note between the entities at which Mr. Asaba has a concurrent position and theCompany.
Apr. 1979
Joined Meiji Seika Kaisha, Ltd.
July 2012
General Manager of Agricultural Chemical
Materials Department of Meiji Seika Pharma
Shuichi HashimotoCo., Ltd. (renamed from the former Meiji(May 1, 1956)
Confectionery Co., Ltd.)
800
Re-election
June 2014
Executive Officer and General Manager of Bio
OutsideIndustry Business Headquarters
Independent
Director of Meiji Pharma Korea Co., Ltd.
June 2019
Outside Director of the Company(current position)[Reasons for nomination as candidate for outside Director and outline of expected role]
Judging that Shuichi Hashimoto will utilize his extensive knowledge and abundant experience nurtured as an executive
officer of Meiji Seika Pharma Co., Ltd. in the management of the Company, the Company has nominated him as a
candidate for outside Director again.
Mr. Hashimoto is from Meiji Seika Pharma Co., Ltd. There are product sales transactions through a trading company
between Meiji Seika Pharma Co., Ltd. and the Company, but there is no direct business relationship and the terms of
relationship are no different from those of other business partners. Also, in terms of transaction details, there are no
particular transactions that impact the Company’s management to note.

-8-Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1998
Apr. 1998

8

Notes:

1.
2.
3.

4.

5.

Number of theCompany’s shares
ownedRegistered as attorney-at-law
Joined Takao Ono Law Office (currently, ONO
SOGO LEGAL PROFESSIONCORPORATION)
Kiyomi Nakamura
Jan.
2008
Partner at Akitoshi Ishimoto Law Office(October 31, 1968)
June 2019
Outside Director of EIKEN CHEMICAL CO.,300
LTD.
Re-election
Outside(current position)
Independent
June 2020
Outside Director of the Company(current position)
May 2022
Partner at HORIZON LAW OFFICE(current position)[Reasons for nomination as candidate for outside Director and outline of expected role]
Judging that Kiyomi Nakamura will utilize her professional knowledge and experience nurtured as an attorney-at-law inthe management of the Company, the Company has nominated her as a candidate for outside Director again. Ms.
Nakamura has never in the past been involved in the management of a company except as an outside Director.
However, the Company judges that Ms. Nakamura will appropriately fulfill her duties as an outside Director based on
the above reason. Furthermore, as a female attorney-at-law, Ms. Nakamura is well versed in gender issues. She hasserved as the Vice Chairperson of the Committee Concerning Sexual Equality of the Tokyo Bar Association since
FY2017, and has been serving as a member of the said Committee since April 2021.
There are no particular transactions to note between the entities at which Ms. Nakamura has a concurrent position and
the Company.
There is no special interest between any of the candidates for Director and the Company.
Shigeru Asaba, Shuichi Hashimoto and Kiyomi Nakamura are candidates for outside Director.
Shigeru Asaba, Shuichi Hashimoto and Kiyomi Nakamura are currently outside Directors of the Company. At theconclusion of this Ordinary General Meeting of Shareholders, the tenure of Mr. Asaba will have been six years, the tenureof Mr. Hashimoto will have been three years, and the tenure of Ms. Nakamura will have been two years. The Company
has submitted notification to the Tokyo Stock Exchange of the appointment of Mr. Asaba, Mr. Hashimoto and Ms.
Nakamura as independent officers as prescribed by the Securities Listing Regulations of the aforementioned exchange. If
their reelection is approved, the Company plans for their appointment as independent officers to continue.
The Company has entered into an agreement with Shigeru Asaba, Shuichi Hashimoto and Kiyomi Nakamura to limit their
liability for damages under Article 423, paragraph (1) of the Companies Act. If their re-elections are approved, theCompany plans to renew the aforementioned agreements with them. The maximum amount of liability for damages under
this agreement is the minimum liability amount provided for under laws and regulations.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company in order to cover losses of the insured with this insurance policy. If
Proposal No. 3 is approved and adopted, the candidates will be the insured of the aforementioned insurance policy. In
addition, when the said insurance policy is renewed, the Company plans to renew the policy with the same terms.

-9-<Reference> Skills Matrix
The skills possessed by the candidates for Directors are as follows. The skills have been identified from theperspective of the functions required of the Board of Directors, the alignment with management issues, and thecharacteristics of the Group’s business.
SkillsDefinition

Corporate management

The Director has knowledge of sustainable corporate management (including ESG)

Finance, accounting

The Director has knowledge of finance and accounting

Personnel, labor affairs, human resource
development

The Director has knowledge of personnel, labor affairs, and human resource
development

Research and development

The Director has knowledge of corporate legal affairs and auditing, or internal
control
The Director has knowledge of various kinds of agricultural policy, or crop
cultivation, dairy, agricultural materials and equipment, etc.
The Director has knowledge of manufacturing technology for sugar production,
fermentation, agricultural materials and equipment, etc.
The Director has knowledge of research and development of sugar beets, sugar,
food, feed, agricultural materials and equipment, etc.

Sales, marketing, overseas strategies

The Director has knowledge of sales, marketing, and overseas strategies

Legal affairs, auditing, internal control
Agriculture (policy, technology)
Manufacturing

Name

Tsukasa Emoto
Shu Ishikuri
Tadashi Yamaki
Kuniki Kiyama
Hidekazu
Terasawa

Corporate
management

Finance,accounting

○
○
○
○

○

○

Shuichi○KiyomiNakamura

Agriculture(policy,technology)

Research andManufacturing
development

○
○
○
○

○

○
○

○

○

○
○

○

○

○
○

○
○

Sales,
marketing,overseasstrategies○○

Shigeru Asaba
Hashimoto○

Personnel,
Legal affairs,
labor affairs,
auditing,
human resource
internal control
development○

Note: The matrix above does not cover all the expertise and experience held by the candidates.

- 10 -○○

Proposal No. 4
Election of One Substitute Audit & Supervisory Board Member
The resolution for the election of Rintaro Ooi, who was elected as a substitute Audit & Supervisory Board Member
at the 123rd Ordinary General Meeting of Shareholders held on June 29, 2021, is to remain in effect until thecommencement of this Ordinary General Meeting of Shareholders. Accordingly, to prepare for a case in which thenumber of Audit & Supervisory Board Members falls short of the number stipulated by laws and regulations, theCompany again proposes the election of one substitute Audit & Supervisory Board Member.
In addition, the consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
This candidate for substitute Audit & Supervisory Board Member has been determined by the Board of Directors
after recommendations by the Nomination and Remuneration Committee.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and significant concurrent positions outside the Company

Registered as attorney-at-law
Joined YOSHIMINE LAW OFFICES
0(current position)[Reasons for nomination as candidate for substitute outside Audit & Supervisory Board Member]
Judging that Rintaro Ooi will utilize his professional knowledge and experience nurtured as an attorney-at-law in the Company’s
auditing operations, the Company has nominated him as a candidate for substitute Audit & Supervisory Board Member. Mr. Ooi has
never in the past been directly involved in the management of a company. However, the Company judges that Mr. Ooi willappropriately fulfill his duties as an outside Audit & Supervisory Board Member based on the above reason.
Notes: 1. There is no special interest between Rintaro Ooi and the Company.
2. Rintaro Ooi is a candidate for substitute outside Audit & Supervisory Board Member.
3. If Rintaro Ooi assumes the office of Audit & Supervisory Board Member, the Company plans to submit notification to
Tokyo Stock Exchange, Inc. concerning the designation of Mr. Ooi as an independent officer provided for in the Securities
Listing Regulations of the aforementioned exchange.
4. If Rintaro Ooi assumes the office of Audit & Supervisory Board Member, the Company plans to enter into an agreementwith him to limit his liability provided for in Article 423, paragraph (1) of the Companies Act. The maximum amount ofliability for damages under this agreement is the minimum liability amount provided for under laws and regulations.
5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company in order to cover losses of the insured with this insurance policy. If
Rintaro Ooi assumes the office of Audit & Supervisory Board Member, Mr. Ooi will be the insured of the aforementioned
insurance policy. In addition, when the said insurance policy is renewed, the Company plans to renew the policy with thesame terms.
Rintaro Ooi(December 29, 1974)

Oct. 2002

Number of theCompany’s shares
owned- 11 -