(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 28, 2016
2-9 Kanda-Surugadai, Chiyoda-ku, Tokyo, Japan
Nichii Gakkan Co., Ltd.
Chairman, President and CEO
Akihiko Terada

Notice of Resolutions at the 44th Annual Shareholders Meeting
Dear Shareholders:
We hereby inform you that the following items were reported and resolved at the 44th Annual Shareholders
Meeting of Nichii Gakkan Co., Ltd. (the “Company”) held today.

Items reported:
1. Business Report, Consolidated Financial Statements, and the audit reports on Consolidated Financial
Statements by the Accounting Auditor and the Board of Auditors for the 44th business term (fromApril 1, 2015 to March 31, 2016)
2. Non-consolidated Financial Statements for the 44th business term (from April 1, 2015 to March 31,2016)
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 11 yen per share.
It was determined that the amount of decreased surplus be 8,000,000,000 yen (Generalreserve) and the amount of increased surplus be 8,000,000,000 yen (Retained earnings
brought forward).
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) To clarify the fact that the Company is a limited liability company in theEnglish-language name of the Company, changes were made to Article 1 (Name of theCompany) of the Articles of Incorporation before amendments.
(2) In order to prepare for the Company’s future business development, business purposes
were added to Article 2 (Purpose) of the Articles of Incorporation before amendments.
(3) In line with the above-mentioned amendments, the item numbers of Articles wereadjusted appropriately.

(TRANSLATION FOR REFERENCE PURPOSE ONLY)

Proposal 3. Election of Ten (10) Directors
This proposal was approved and adopted as originally proposed. Ten (10) persons, namely,Akihiko Terada, Daisuke Terada, Nobusuke Mori, Takayuki Masuda, Tsuyoshi Terada, Takako
Ide, Mitsuo Kaise, Etsuko Kuroki, Keita Moriwaki and Yuji Sugimoto were elected asDirectors, and each assumed office.
Proposal 4. Payment of Officers’ Bonuses
This proposal was approved and adopted as originally proposed. Officers’ bonuses of
38,000 thousand yen in total shall be paid to seventeen (17) Directors (including two (2)Outside Board Members) and three (3) Auditors (35,300 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 5. Election of Accounting Auditor
It was approved and adopted as originally proposed, and PricewaterhouseCoopers Kyoto
was elected and assumed the office as Accounting Auditor.

Payment of Year-end Dividends for the 44th Business Term
By resolution of this Shareholders Meeting, it has been decided that the Company shall pay year-end dividendsof 11 yen per share for the 44th business term.
1. For shareholders who have designated a bank account transfer, please find the enclosed “44th 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 29, 2016 to July 29, 2016).