(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Note: This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Code No: 9792
June 25, 2015
2-9 Kanda-Surugadai, Chiyoda-ku, Tokyo, Japan
Nichii Gakkan Company
Chairman, President and CEO
Akihiko Terada

Notice of Resolutions at the 43rd Annual Shareholders Meeting
Dear Shareholders:
We hereby inform you that the following items were reported and resolved at the 43rd Annual Shareholders
Meeting of Nichii Gakkan Company (the “Company”) held today.

Items reported:
1. Business Report, Consolidated Financial Statements, and the audit reports on Consolidated FinancialStatements by the Accounting Auditor and the Board of Auditors for the 43rd business term (fromApril 1, 2014 to March 31, 2015)
2. Non-consolidated Financial Statements for the 43rd business term (from April 1, 2014 to March 31,2015)
We reported on the content of the above-mentioned items 1. and 2.
Items resolved:
Proposal 1. Appropriation of Surplus
This proposal was approved and adopted as originally proposed. The Company shall pay
year-end dividends of 10 yen per share.
Proposal 2. Partial Amendments to the Articles of Incorporation
This proposal was approved and adopted as originally proposed. Details of theamendments are as follows:(1) In order to prepare for the Company’s future business development, and in order toclarify the Company’s business purpose and organize the Articles of Incorporation,business purposes were added to or deleted from Article 2 (Purpose) of the Articles ofIncorporation before amendments.
(2) In line with the above-mentioned amendments, the item numbers of Articles wereadjusted appropriately.
Proposal 3. Election of Four (4) Directors
This proposal was approved and adopted as originally proposed. Four (4) persons, namely,Takayuki Masuda, Yasuhiro Hiraoka, Makoto Nakamura and Yuji Sugimoto were elected
as Directors, and each assumed office.

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Proposal 4. Election of Three (3) Auditors
This proposal was approved and adopted as originally proposed. Three (3) persons,namely, Shuji Otomaru, Shuji Oshima and Ippei Matsuno were elected as Auditors, andeach assumed office.
Proposal 5. Granting of Retirement Benefits to Retiring Director
This proposal was approved and adopted as originally proposed. Retirement benefits shallbe granted to Mr. Kazuyoshi Yaji, who resigned from the position of Executive Vice
President of the Company on March 31, 2015 in order to reward him for his services while
in office, in accordance with the prescribed standards of the Company. Also, thedetermination as to the specific amount, timing and method of payment shall be left to thedecision of the Board of Directors.
Proposal 6. Termination Payment of Retirement Benefits Attendant upon Abolition of Officers’
Retirement Benefit System
This proposal was approved and adopted as originally proposed. The officers’ retirement
benefit system was abolished.
In line with this change, the Company shall make termination payments of retirement
benefits to three (3) persons—Mr. Hiroaki Tsujimoto, Ms. Kyoko Kano and Mr. Fumio
Nakabayashi—covering their terms of office as officers, to reward them for their services
up to the end of this Shareholders Meeting.
Payment to Mr. Hiroaki Tsujimoto shall be made when he retires from his office at theCompany, and payment to Ms. Kyoko Kano and Mr. Fumio Nakabayashi shall be quickly
made. The determination as to the specific amount and method of payment shall be left tothe decision of the Board of Directors.
Proposal 7. Payment of Officers’ Bonuses
This proposal was approved and adopted as originally proposed. Officers’ bonuses of
39,700 thousand yen in total shall be paid to fifteen (15) Directors (including one (1)Outside Board Member) and three (3) Auditors (37,000 thousand yen for Directors and2,700 thousand yen for Auditors), in view of the amounts paid in the past, the operating
results of this business year, and other circumstances.
Proposal 8. Introduction of Stock Options for Directors and Decision on Specific Details
This proposal was approved and adopted as originally proposed. In line with the abolitionof the officers’ retirement benefit system, for remuneration of Directors in the future, theCompany shall introduce long-term business performance-linked remuneration linked tocorporate value of the Company.
Details are as follows.
Stock acquisition rights as “ordinary-type stock options” and “share remuneration-type
stock options” shall be granted to Directors of the Company.
The ordinary-type stock options shall be issued only during one year from the end of thisShareholders Meeting within 475,207 thousand yen a year, with an upper limit of
1,338,600 shares. This shall be separate from the upper limit of annual remuneration for
Directors of 200 million yen set by the resolution of the extraordinary shareholders
meeting held on January 20, 1992.
The share remuneration-type stock options shall be issued within 41,652 thousand yen ayear, with an upper limit of 45,000 shares, separately from the remuneration mentionedabove.
The specific issuance details and the conditions for allotment shall be determined, within
the limits shown above, by resolution at a meeting of the Company’s Board of Directors tobe held in the future.

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Payment of Year-end Dividends for the 43rd Business Term
By resolution of this Shareholders Meeting, it has been decided that the Company shall pay year-end dividendsof 10 yen per share for the 43rd business term.
1. For shareholders who have designated a bank account transfer, please find the enclosed “43rd Year-end
Dividend Calculation Statement” and “Notice of Dividend Transfer Confirmation.”
2. For shareholders who have not designated a bank account transfer, please collect your dividends at a nearby
Japan Post Bank or the savings counter at a post office by submitting the enclosed “Year-end Dividend
Warrant” during the payment period (from June 26, 2015 to July 31, 2015).