(TRANSLATION FOR REFERENCE PURPOSE ONLY)

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

Code No: 9792
October 16, 2020
2-9 Kanda-Surugadai, Chiyoda-ku, Tokyo, Japan
Nichii Gakkan Co., Ltd.
Representative Director and President
Nobusuke Mori

Notice of Resolutions at the Extraordinary Shareholders Meeting
Dear Shareholders:
We hereby inform you that the following items were resolved at the Extraordinary Shareholders Meeting ofNichii Gakkan Co., Ltd. (the “Company”) held today.

Items resolved:
Proposal 1. Share Consolidation
This proposal was approved and adopted as originally proposed. The Company shallconsolidate 16,303,849 shares of the Company into one share with an effective date ofNovember 9, 2020.
Proposal 2. Partial Amendment of Articles of Incorporation
This proposal was approved and adopted as originally proposed. Details of theamendments are as follows:
If Proposal 1 for the share consolidation (the “Share Consolidation”) is approved andadopted as originally proposed and the Share Consolidation takes effect, in accordancewith Article 182, paragraph (2) of the Companies Act, the Company’s total number ofauthorized shares will be reduced to 16 shares. To clarify this point, subject to the Share
Consolidation taking effect, Article 6 (Total Number of Authorized Shares) of the Articlesof Incorporation will be amended.
In addition, if the proposal for the Share Consolidation is approved and adopted asoriginally proposed and the Share Consolidation takes effect, the Company’s total numberof outstanding shares will be 4 shares, and it will cease to be necessary to specify thenumber of shares in a share unit. Subject to the Share Consolidation taking effect, in order
to abolish the provision that currently makes 100 shares the share unit for the Company’sshares, the entire text prior to the amendments of Article 8 (Number of Shares in ShareUnit), Article 9 (Rights of Shareholders of Less Than One Share Unit), and Article 10(Demand for Sale of Shares Less Than One Share Unit) of the Articles of Incorporation
will be deleted, Article 12 (Share Handling Rules) will be amended, and in conjunction
with the amendment the article numbers will be shifted up.
Proposal 3. Election of Two (2) Directors
This proposal was approved and adopted as originally proposed. Two (2) persons, namely,
Ryuto Kobayashi and Shunsuke Nakahama were newly elected as Directors, and each
assumed office. Both individuals are Outside Directors.

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Proposal 4. Election of Two (2) Auditors
This proposal was approved and adopted as originally proposed. Two (2) persons, namely,
Junichi Takami and Komi Kyu were newly elected as Auditors, and each assumed office.
Both individuals are Outside Auditors.

Share Consolidation and change in the number of shares in share unit
At this Extraordinary Shareholders Meeting, it was resolved to consolidate 16,303,849 shares of the Company
into one share with an effective date of November 9, 2020 and abolish the provision regarding the number ofshares in share unit.
Shareholders do not have to carry out any special procedures related to the Share Consolidation and theabolition of the number of shares in share unit.
1. Processing when fractional shares less than one share arise
With respect to fractional shares less than one share arising from the Share Consolidation, shares equal to thetotal number (if the total number includes a fraction of less than one share, such fraction will be discarded)
will be sold and the proceeds obtained through such sale will be delivered to shareholders in proportion totheir fractional shares.
With respect to such sale, it is planned that the shares will be sold to the tender offeror with the permission of
the court pursuant to the provisions of Article 234, paragraph (2) of the Companies Act applied mutatis
mutandis under Article 235, paragraph (2) of the same Act, or purchased by the Company with the permissionof the court pursuant to the provisions of Article 234, paragraph (4) of the Companies Act applied mutatis
mutandis under Article 235, paragraph (2) of the same Act. The sale price in such case, if the above
permission of the court is obtained as planned, is planned to be set at a price that makes it possible to deliver
to each shareholder cash in the amount obtained by multiplying the number of shares held by the shareholder
by JPY1,670, which is the same amount as the post-amendment of tender offer conditions etc. tender offer
price. The Company plans to distribute the disposal proceeds equivalent to fractional shares in late January
2021.
2. Main schedule
November 4, 2020 (scheduled)
November 5, 2020 (scheduled)
November 9, 2020 (scheduled)
Late January 2021 (scheduled)

Last day of trading of the Company’s shares
Delisting date of the Company’s shares
Effective date of the Share Consolidation
Distribution of disposal proceeds equivalent to fractional shares