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: 2918
May 11, 2022
To Our Shareholders:Hideo Tsuji, Representative Director, President
WARABEYA NICHIYO HOLDINGS CO., LTD.
13-19, Tomihisa-cho, Shinjuku-ku, Tokyo, Japan

Notice of the 58th Annual General Meeting of Shareholders
We are pleased to announce the 58th Annual General Meeting of Shareholders of WARABEYA NICHIYOHOLDINGS CO., LTD. (the “Company”), which will be held as indicated below.
If you are unable to attend the Meeting in person, you may exercise your voting rights in writing or via the Internet,
etc. Please review the attached Reference Documents for General Meeting of Shareholders, and then exercise yourvoting rights by 6:00 p.m. on Wednesday, May 25, 2022 (JST).
1. Date and Time: Thursday, May 26, 2022 at 10:00 a.m. (JST)(Reception starts at 9:00 a.m.)
2. Venue:
Royal Hall II, 3rd Floor, Rihga Royal Hotel Tokyo
1-104-19 Totsuka-machi, Shinjuku-ku, Tokyo, Japan
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 58th fiscal year (from March 1,
2021 to February 28, 2022), and the results of audits of the Consolidated Financial Statements by the
Financial Auditor and the Audit & Supervisory Committee
2. The Non-consolidated Financial Statements for the 58th fiscal year (from March 1, 2021 to February 28,
2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Five Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
4. Other Decisions on the Convocation(1) Voting by proxyIf you are unable to attend the Meeting in person, you can have another shareholder with voting rights
attend the Meeting as a proxy. However, please note that it is necessary to submit a document certifying
proxy authority.
(2) Please note if you exercise your voting rights both in writing and via the Internet, your voting via theInternet shall prevail.
(3) If you exercise your voting rights more than once via the Internet, only the last vote shall be deemed
effective.

- If you attend the Meeting in person, please submit the enclosed voting form at the reception desk.
- Of the documents attached to this Notice, “Notes to Consolidated Financial Statement” and “Notes to Non-consolidated Financial
Statements” are posted on the Company’s website (https://www.warabeya.co.jp/ja/index.html, in Japanese only) in accordance withlaws and regulations, and the provision in Article 15 of the Company’s Articles of Incorporation. Therefore, they are not includedin this Notice of the Annual General Meeting of Shareholders. The Consolidated Financial Statements and the Non-consolidated
Financial Statements audited by the Audit & Supervisory Committee and Financial Auditor consist of the documents included inthis Notice and “Notes to Consolidated Financial Statement” and “Note to Non-consolidated Financial Statements” posted on the
Company’s website.

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- If any revisions are made to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Nonconsolidated Financial Statements and the Consolidated Financial Statements, they will be posted on the Company’s website(https://www.warabeya.co.jp/ja/index.html, in Japanese only).
- Note that gifts will not be provided to shareholders who attend the general meeting of shareholders.
We would appreciate your understanding in advance.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1

Appropriation of Surplus

The Warabeya Nichiyo Group (the “Group”) regards the appropriate return of profit to its shareholders as animportant management policy and its basic policy is to implement dividends with a targeted consolidated dividend
payout ratio of 25%. 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: ¥880,690,600(3) Effective date of dividends of surplus
May 27, 2022

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Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reason for the amendments
Since 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) are to be enforced on September 1, 2022, leading
to an introduction of the system for providing informational materials for general meeting of shareholders inelectronic format, the Company proposes to make the following changes to the Articles of Incorporation.
(1) We intend to establish paragraph 1 in Article 15 of the Articles of Incorporation (Measures, etc. for
Providing Information in Electronic Format) among proposed amendments as it will be made mandatory
to stipulate an intention to take measures for providing information that constitutes the content ofreference documents for a general meeting of shareholders, etc. in electronic format.
(2) Among items for which the measures for providing information that constitutes the content of reference
documents for general meeting of shareholders, etc. in electronic format will be taken, because we may
limit the scope of items to be stated in the paper-based document to be delivered to shareholders whorequested the delivery of paper-based documents to the scope designated by the Ministry of Justice Order,
we intend to establish paragraph 2 in Article 15 of the Articles of Incorporation (Measures, etc. for
Providing Information in Electronic Format) among proposed amendments.
(3) Once the electronic provision system for informational materials for a general meeting of shareholders is
introduced, the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will no longer
be required, so they will be deleted.
(4) We will establish supplementary provisions regarding the effect of the aforementioned provisions to beestablished and deleted. These supplementary provisions shall be removed after a specified date.
2. Details of the amendments
Details of the amendments are as follows.
(Underlined portions indicate amendments.)
Proposed Amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 15
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orindicated in the reference documents of the general meeting ofshareholders, business report, financial statements and/or
consolidated financial statements through the Internet inaccordance with the provisions prescribed by the Ordinance ofthe Ministry of Justice, it may be deemed that the Company has
provided this information to shareholders.
<Newly established>(Deleted)(Measures, etc. for Providing Information in Electronic Format)
Article 15
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.

-4-Current Articles of Incorporation(Supplementary Provisions)(Transitional Measures Concerning the Exemption of Audit &Supervisory Board Members From Liability)(Provisions omitted)<Newly established>

Proposed Amendments(Supplementary Provisions)(Transitional Measures Concerning the Exemption of Audit &Supervisory Board Members From Liability)
Article 1 (Unchanged)(Transitional Measures for Providing Informational Materials for
the General Meeting of Shareholders in Electronic Format)
Article 2
1. The deletion of Article 15 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) in the pre-amendment Articles ofIncorporation and the establishment of the new Article 15(Measures, etc. for Providing Information in Electronic
Format) in the post-amendment Articles of Incorporation
shall come into effect on September 1, 2022.
2. Notwithstanding the provision of the preceding paragraph,
Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.
(Article 15 of the pre-amendment Articles of Incorporation)
shall remain effective regarding any general meeting ofshareholders held on a date within six months from
September 1, 2022.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from September 1,
2022 or three months have elapsed from the date of thegeneral meeting of shareholders in the preceding
paragraph, whichever is later.

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Proposal No. 3

Election of Five Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)

The terms of office of all currently serving Directors (excluding Directors who are Audit & Supervisory Committee
Members; the same is applicable to the rest of this proposal) will expire at the conclusion of this annual general
meeting of shareholders. Therefore, the Company proposes the election of five Directors.
In addition, having considered this proposal, the Audit & Supervisory Committee has determined that thenominations are appropriate.
The candidates for Directors are as follows.
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Jan. 1988
May 1991
Mar. 1992
May 1998
May 2003
Oct. 2005

Hiroyuki Otomo(January 30, 1962)
May 2009
Re-election
Aug. 2011
1Mar. 2012
Apr. 2014
May 2015
Mar. 2022

Joined Nichiyo Co., Ltd.
Director and Assistant General Manager ofGourmet Business Dept. of the Company
Director and General Manager in charge of
Delicatessen, Sales Dept.
Managing Director
Managing Director and Head of Administrative
Management Headquarters
Director
Representative Director, President of NichiyoCo., Ltd.
Managing Director and Head of General
Business Headquarters of the Company
Executive Director and Head of General
Business Headquarters
Executive Director and Head of Production
Headquarters
Representative Director, Vice President andHead of Production Headquarters
Representative Director, President
Representative Director, Chairman (current
position)

Number of theCompany’s shares
owned

520,800 shares[Reasons for nomination]
Hiroyuki Otomo has accumulated experience and achievements in various fields including sales, production andmanagement in the Group, and has been involved in business management. He has served as Representative Director
and President of the Company since 2015 and has served as Representative Director and Chairman of the Company
since 2022, and has abundant experience in business and corporate management of the Company. The Company
proposes his election because it is expected that he will utilize his experience to contribute to the further growth of theGroup and the improvement of corporate value.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Feb. 1997
May 2003
May 2006
May 2011
Mar. 2013
May 2016
Sept. 2016
June 2017

May 2018
Hideo Tsuji(January 21, 1964)
Mar. 2019
Re-election
2
Mar. 2020

May 2021

Sept. 2021

Mar. 2022

Joined Nichiyo Carry Co., Ltd. (currently
Bestrans Co., Ltd.)
Director, Head of Sales Headquarters andGeneral Manager of Business Promotion Dept.
Managing Director
Representative Director, President of Warabeya
Hokkaido Co., Ltd.
Representative Director, President of Warabeya
Tokai Co., Ltd.
Representative Director, President of Warabeya
Kansai Co., Ltd.
Director, Executive Officer and Head ofWestern Japan Business Headquarters
Director, Executive Officer and General
Manager of International Business Dept.,
supervising Quality Assurance Dept.
Director, Managing Executive Officer, incharge of international business and supervising
Corporate Planning Dept. and Quality
Assurance Dept. of the Company
Director, Senior Managing Executive Officer,
in charge of international business andsupervising Corporate Planning Dept. andQuality Assurance Dept.
Director, Executive Vice President, in charge ofinternational business and supervising
Corporate Planning Dept. and Quality
Assurance Dept.
Representative Director, Vice President, incharge of international business and supervising
Corporate Planning Dept. and Quality
Assurance Dept.
Representative Director, Vice President, incharge of international business and supervising
Corporate Planning Dept. and Quality
Assurance Dept.
Representative Director, President of Warabeya
Nichiyo International Co., Ltd.
Representative Director, President of theCompany (current position).

Number of theCompany’s shares
owned

3,800 shares[Reasons for nomination]
Hideo Tsuji has been involved in sales, production, quality assurance, and international business in the Group, and has
accumulated experience and achievements in various fields. He has served as Representative Director and Vice
President of the Company since 2021, and Representative Director and President since 2022, and has knowledge andexperience necessary for the sound and appropriate management of the Group. The Company proposes his election
because it is expected that he will utilize his experience to contribute to the further growth of the Group and theimprovement of corporate value.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Dec. 1987
Oct. 2004

Tsunehisa Shirai(March 16, 1964)
Re-election
3

Joined the Company
General Manager of Products Dept., Capital
Region Business Headquarters
May 2006
Director and Deputy Head of Capital Region
Business Headquarters
May 2007
Director and Head of Capital Region Business
Headquarters, General Business Headquarters
Mar. 2010
Director and Deputy Head of General Business
Headquarters
Mar. 2012Managing Director and Head of Products
Headquarters
Dec. 2015
Managing Director and Head of Capital Region
Business Headquarters
Sept. 2016
Director, Managing Executive Officer
Director, Managing Executive Officer of
Warabeya Nichiyo Co., Ltd.
May 2018
Director, Managing Executive Officer in chargeof Domestic Food Products Business of theCompany
Sept. 2020
Representative Director, President of Nichiyo
Fresh Co., Ltd.
Oct. 2021
Representative Director, President of Prosystas
Co., Ltd. (current position)
Mar. 2022
Director, Senior Managing Executive Officer,
Head of Food Ingredients and FoodEngineering Business of the Company (current
position)
Representative Director, President of NichiyoCo., Ltd. (current position)(Significant concurrent positions outside the Company)
Representative Director, President of Prosystas Co., Ltd.
Representative Director, President of Nichiyo Co., Ltd.

Number of theCompany’s shares
owned

7,000 shares[Reasons for nomination]
Tsunehisa Shirai has been involved in sales, production and product development in the Group, and has accumulated
experience and achievements in various fields. He has served as Director and Managing Executive Officer of theCompany since 2016, and as Director and Senior Managing Executive Officer since 2022, and has knowledge andexperience necessary for the sound and appropriate management of the Group. The Company proposes his election
because it is expected that he will utilize his experience to contribute to the further growth of the Group and theimprovement of corporate value.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Jan. 2004
May 2007

May 2009

Sept. 2016

Naoshi Asano(August 7, 1962)

Mar. 2019

Re-election
4

Aug. 2019

Sept. 2021

Mar. 2022

Joined the Company
General Manager of Accounting and FinanceDept., Administrative Management
Headquarters
Director and General Manager of Accounting
and Finance Dept., Administrative Management
Headquarters
Director, Managing Executive Officer,
supervising Group Administration Dept. andFinancial Planning Dept.
Director, Managing Executive Officer of
Warabeya Nichiyo Co., Ltd.
Director, Managing Executive Officer,
supervising General Affairs Dept., Human
Resources Dept. and Financial Planning Dept.
of the Company
Director, Managing Executive Officer, General
Manager of Financial Planning Dept.,
supervising General Affairs Dept. and Human
Resources Dept.
Director, Managing Executive Officer, Head of
Administrative Management Division andGeneral Manager of Financial Planning Dept.
Director, Senior Managing Executive Officer,
Head of Administrative Management Division
and General Manager of Financial Planning
Dept. (current position)

Number of theCompany’s shares
owned

3,800 shares[Reasons for nomination]
Naoshi Asano has been involved in accounting, finance, and general affairs in the Group, and has accumulated
experience and achievements in various fields. He has served as Director and Managing Executive Officer of theCompany since 2016, and as Director and Senior Managing Executive Officer since 2022, and has knowledge andexperience necessary for the sound and appropriate management of the Group. The Company proposes his election
because it is expected that he will utilize his experience to contribute to the further growth of the Group and theimprovement of corporate value.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Jan. 2010
Mar. 2015

Masahide Ebata(September 25, 1973)
Re-election
5

Joined the Company
General Manager of Beijing Wang-Yang Foods
Ltd.
May 2018
Executive Officer, General Manager ofCorporate Planning Dept. of the Company
Sept. 2019
Representative Director, President of Prosystas
Co., Ltd.
May 2020
Director, Executive Officer and General
Manager of Corporate Planning Dept. of theCompany
Jun. 2021
Representative Director, President of Warabeya
Nichiyo Foods Co., Ltd. (current position)
Mar. 2022
Director, Executive Officer, General Manager
of Corporate Planning Dept. and in charge of
Sustainability of the Company (current
position)(Significant concurrent positions outside the Company)
Representative Director, President of Warabeya Nichiyo Foods
Co., Ltd.

Number of theCompany’s shares
owned

1,400 shares[Reasons for nomination]
Masahide Ebata has been involved in the international business and in corporate planning of the Group, and has
accumulated experience and achievements in various fields. The Company proposes his election because it is expectedthat he will utilize his experience to contribute to the further growth of the Group and the improvement of corporate
value.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. The Group has entered into a directors and officers liability insurance policy as stipulated in Article 430-3, paragraph (1)of the Companies Act with an insurance company, with Directors and Audit & Supervisory Board Members of theGroup companies as the insureds, and plans to renew the policy in June 2022. If the election of each candidate isapproved and adopted in this proposal, they will continue to be insured.
i) Summary of insurance incidents covered
The policy covers losses that may arise from the insured’s assumption of liability incurred in the course of theperformance of duties as an officer or such like, or receipt of claims pertaining to the pursuit of such liability.
ii) Insurance premiums
Insurance premiums are paid in full by the Company.
3. Shown herein are the numbers of shares of WARABEYA NICHIYO HOLDINGS CO., LTD. owned by candidates at theend of the fiscal year (February 28, 2022),
including shares owned in the WARABEYA NICHIYO HOLDINGS CO., LTD. Officers Share Ownership Association.

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<Reference>
Directors’ experience and specialties (skill matrix)

Name

Hiroyuki Otomo
Hideo Tsuji
Tsunehisa Shirai

Naoshi Asano
Masahide Ebata

Mikio Imura

Takashi Himeda

Hidetora
Yoshimine

Shio Harada

Position

Representative
Director, Chairman
Representative
Director, President
Director, Senior
Managing
Executive Officer
Director, Senior
Managing
Executive Officer
Director, Executive
Officer
Director (FullTime Audit &Supervisory
Committee
Member)Outside Director(Audit &Supervisory
Committee
Member)Outside Director(Audit &Supervisory
Committee
Member)Outside Director(Audit &Supervisory
Committee
Member)ExperiExperiExperience inence inence insales andcorporatefoodsmarketmanagebusiness
ing
ment

Experi- Experi- Financeandence in ence inquality overseas accounting
control business

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Sustainability

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IT

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Legal
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