(Translation)
Securities Code: 5262
June 8, 2021
To Our Shareholders with Voting Rights:
Minoru Okawauchi
President and Director
NIPPON HUME CORPORATION
5-33-11 Shimbashi, Minato-ku, TokyoNOTICE OF CONVOCATION OF
THE 138TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We wish to notify you of the 138th Annual General Meeting of Shareholders of NIPPON HUMECORPORATION (the “Company”). The meeting will be held for the purposes described below.
Instead of attending the meeting in person, you may exercise your voting rights in writing or via theInternet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by no later than 5:20 p.m. Japan time on Monday, June 28, 2021.

1. Date and Time:

Tuesday, June 29, 2021 at 10:00 a.m. Japan time

2. Place:

Conference room on the 8th floor of the Company (Shimbashi NH Building)
5-33-11 Shimbashi, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for the 138thFiscal Year (April 1, 2020 to March 31, 2021), and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
2. Non-consolidated Financial Statements for the 138th Fiscal Year (April 1,2020 to March 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight (8) Directors
Proposal 2:-1-•••When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
Please note that the following items are not presented in the attached document of this notice ofconvocation, as they are posted on the Company’s website, in accordance with laws and regulations andthe provisions under Article 14 of the Company’s Articles of Incorporation.
1. Notes to the Consolidated Financial Statements
2. Notes to the Non-Consolidated Financial Statements
The Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Audit& Supervisory Board and Accounting Auditor in preparing the Audit Report and Accounting Auditor’sAudit Report, respectively, include the information in the attached document, as well as other information
required to be disclosed in the “Notes to the Consolidated Financial Statements” and “Notes to theNon-Consolidated Financial Statements.”
If the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements or Non-Consolidated Financial Statements require revisions, the revised versions
will be posted on the Company’s website.
The Company’s website(https://www.nipponhume.co.jp/)-2-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company proposes to distribute the surplus as described below.
The Company considers the distribution of profits to shareholders as an important management task.
Our basic policy is to maintain stable dividend levels, while focusing on maintaining a sound financialstructure. We strive to enhance overall return to shareholders by implementing purchases of treasury
shares and other measures, taking into account factors such as performance.
Funds retained as internal reserves will be used as a portion of the funds invested in the developmentof new products and technologies and for capital investment in efficiency enhancement and reduction ofpower consumption, as well as for M&As. The efficiency of the investments is considered from along-term perspective.
The Company is scheduled to increase the year-end dividend for the fiscal year under review by ¥1,
taking into account factors such as non-consolidated financial results, consolidated financial results,financial conditions and the future management environment.
On October 20, 2020, the Company celebrated the 95th anniversary of its founding. The Company
would like to express its deepest gratitude for all of the support it has received. As an expression ofgratitude to shareholders for the support they have provided, the Company will pay a “95th anniversarycommemorative dividend” of ¥5 per share.
Accordingly, the year-end dividend will consist of an ordinary dividend of ¥20 per share and acommemorative dividend of ¥5 per share, for a total year-end dividend of ¥25 per share.
1. Details of the year-end dividend
1) Type of dividend property

Cash2) Appropriation of dividend property toshareholders and its total amount¥25 per share for the Company’s common stock(Ordinary dividend: ¥20; Commemorative dividend:¥5)
Total dividends: ¥633,781,8003) Effective date for dividends from surplus

June 30, 2021

2. Other matters concerning the appropriation of surplus
1) Accounting item of surplus to increase andthe amount of increase

General reserve: ¥500,000,000

2) Accounting item of surplus to decrease
and the amount of decrease

Retained earnings brought forward: ¥500,000,000-3-

Proposal 2:

Election of Eight (8) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this General Meeting ofShareholders. Therefore, the Company proposes the election of eight (8) Directors.
The candidates for newly elected Directors are selected upon receiving recommendations from thevoluntary Nomination Committee, the majority of which is comprised of Outside Directors. The candidates
for Directors are as follows:
Current positions and responsibilities at theNo.
NameCompany
President and Representative Director
1
Minoru Okawauchi
Reelection
Senior Managing Director
General Manager of Administration
Department, General Manager of General
Affairs Division, Human Resources
2
Tomoyuki Masubuchi
Division, and Corporate Planning Division, Reelection
General Manager of Real-Estate andEnvironment-Related Business Division, incharge of Technical Department andSewerage-Related Business DivisionDirector, Managing Executive Officer
General Manager of Production
Department, General Manager of3
Satoshi Shibata
Production Division and Quality
Reelection
Management Division in charge ofConstruction Department and Safety
Management Division
Director, Managing Executive Officer
4
Kazushige Kodama
Reelection
General Manager of Sales Department
Management Officer
5
Katsuhiko Inoue
New candidate
General Manager of Kyushu Branch
Director
6
Hirokazu Suzuki
Reelection
General Manager of Accounting Division
Reelection
7
Masahiro Maeda
Outside Director
OutsideIndependent
New candidate
8
Ryoichi Nakano
OutsideIndependent
Reelection: Candidate for reelected Director
New candidate: Candidate for newly elected Director
Outside: Candidate for Outside Director
Independent: Independent Director pursuant to the provisions of the Stock Exchange-4-No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
September 1985
June 1992
April 1999
June 2003
June 2009

Minoru Okawauchi(February 7, 1954)

1

Reelection
Number of the Company’s
shares held
31,000

October 2009
March 2011
April 2011
June 2011
June 2013
June 2014

June 2015

Joined the Company
President and Representative Director of NIPPON HUME
INTERNATIONAL LTD.
General Manager of International Business Division
Director, General Manager of International Business Division
Managing Director, General Manager of International BusinessDivision
Director of NIPPON HUME INTERNATIONAL LTD.
Managing Director of NIPPON HUME INTERNATIONALLTD.
Outside Director of NIPPON JOGESUIDO SEKKEI CO., LTD.
(current NJS Co., Ltd.)Managing Director, in charge of International Business Division
Outside Corporate Auditor of DC Co., Ltd.
Senior Managing Director, General Manager of Corporate
Planning Division
Senior Managing Director, General Manager of Administration
Department, in charge of Corporate Planning Division andInternational Business Division
President and Representative Director(to present)-5-No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
February 1992
April 2011
June 2013
June 2014
June 2015
June 2016
March 2017
June 2017

June 2019
Tomoyuki Masubuchi(November 6, 1964)

2February 2020

Reelection
Number of the Company’s
shares held
8,200

March 2020
June 2020

June 2021

Joined the Company
General Manager of Corporate Planning Division
Outside Director of ASAHI CONCRETE WORKS CO., LTD.
Director, General Manager of Corporate Planning DivisionCorporate Auditor of ASAHI CONCRETE WORKS CO., LTD.
Director, General Manager of General Affairs Division andCorporate Planning Division
Outside Corporate Auditor of NJS Co., Ltd.
Managing Director, Deputy General Manager of Administration
Department, General Manager of General Affairs Division andCorporate Planning Division
Managing Director, Deputy General Manager of Administration
Department, General Manager of General Affairs Division andCorporate Planning Division, in charge of Segment Division
Managing Director, General Manager of Administration
Department, General Manager of General Affairs Division andCorporate Planning Division, General Manager of Real-Estateand Environment-Related Business Division, in charge ofSegment Division and Sewerage-Related Business Division
Outside Director of NJS Co., Ltd.
(to present)
Senior Managing Director, General Manager of Administration
Department, General Manager of General Affairs Division andCorporate Planning Division, General Manager of Real-Estateand Environment-Related Business Division, in charge ofSegment Division and Sewerage-Related Business Division
Senior Managing Director, General Manager of Administration
Department, General Manager of General Affairs Division,
Human Resources Division, and Corporate Planning Division,
General Manager of Real-Estate and Environment-Related
Business Division, in charge of Technical Department andSewerage-Related Business Division(to present)

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No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1983
April 2008
April 2010
June 2013

September 2014

June 2015
June 2016

Satoshi Shibata(February 2, 1961)

April 2018
November 2018

3Reelection
June 2019
Number of the Company’s
shares held
10,300June 2020

April 2021

June 2021

Joined the Company
General Manager of Mie Factory
General Manager of Amagasaki Factory
General Manager of Kumagaya Factory
President and Representative Director of GYKO Corporation(current GYKO AKEBONO Corporation)
Resigned from the post of President and Representative Directorof GYKO Corporation (current GYKO AKEBONOCorporation)
Management Officer, General Manager of Kumagaya FactoryManagement Officer, General Manager of Safety Management
Division and Production Division, General Manager of Quality
Management Division
Management Officer, General Manager of Production Division,
General Manager of Quality Management Division
President and Representative Director of GYKO AKEBONOCorporationDirector, General Manager of Production Division and Quality
Management Division
Director, Managing Executive Officer, General Manager ofTechnical Department, General Manager of Technical Division,
Production Division, and Quality Management Division, incharge of Construction Department, Safety Management
Division, and Technology Research Laboratory
Director, Managing Executive Officer, General Manager ofTechnical Department, General Manager of Technical Division,
Production Division, and Quality Management Division, incharge of Construction Department, Safety ManagementDivision, and Technology Development CenterDirector, Managing Executive Officer, General Manager ofProduction Department, General Manager of Production Division
and Quality Management Division, in charge of Construction
Department and Safety Management Division(to present)-7-No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1987
June 2013
June 2015
June 2017

Kazushige Kodama(November 24, 1962)

December 2017
April 2019

4Reelection
June 2019
Number of the Company’s
shares held
4,100
April 2020
June 2020

Joined the Company
General Manager of Nagoya BranchManagement Officer, General Manager of Sapporo BranchManagement Officer, General Manager of Kanto-Tohoku
BranchPresident and Representative Director of ENVIRONMENTIMPROVEMENT PLANNING Co., Ltd.
Management Officer, General Manager of Sales Department,
General Manager of Kanto-Tohoku Branch
Director, General Manager of Sales Department, General
Manager of Kanto-Tohoku Branch
Director of NX Inc.
Outside Director of ASAHI CONCRETE WORKS CO., LTD.
(to present)
Director, General Manager of Sales Department
Director, Managing Executive Officer, General Manager of SalesDepartment(to present)-8-No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
October 1993
April 2009
June 2009

Katsuhiko Inoue(April 14, 1962)

5New candidate
Number of the Company’s
shares held
3,600

Joined the Company
General Manager of International Business Division
President and Representative Director of NIPPON HUME
INTERNATIONAL LTD.
March 2011
General Manager of International Business Division
June 2015
Management Officer, General Manager of International
Business Division
September 2015 Management Officer, General Manager of International
Business Division and Segment Division
January 2018
Management Officer, General Manager of Kyushu Branch(to present)
Reasons for the election as a candidate for newly elected DirectorMr. Inoue has primarily been involved in the overseas business and demonstrated hismanagement skills in 2009 as President of NIPPON HUME INTERNATIONAL
LTD.
Since 2018, he has directed sales as Management Officer, General Manager of theKyushu Branch, and has contributed to the growth of the Company’s business. TheCompany nominated him as a candidate for Director for his considerable
achievements and capabilities, as well as his outstanding personality and insight.
He is also to be elected as Managing Executive Officer at a Board of Directors
meeting that will be held following the conclusion of the 138th Annual General
Meeting of Shareholders.
April 1987
April 2010
April 2011
June 2014

Hirokazu Suzuki(March 4, 1965)

6Reelection
Number of the Company’s
shares held
5,500

June 2015

June 2016
June 2019

August 2019
March 2020

Joined the Company
General Manager of General Affairs Division
General Manager of General Affairs Division and Real-Estateand Environment-Related Business Division
President and Representative Director of ENVIRONMENTIMPROVEMENT PLANNING Co., Ltd.
Management Officer, General Manager of General Affairs
Division and Real-Estate and Environment-Related Business
DivisionFull-time Audit & Supervisory Board Member
Director, General Manager of Accounting Division(to present)
President and Representative Director of HUMEZCORPORATION(to present)
Director of YAMATO CONCRETE CO., LTD.
(to present)
Corporate Auditor of NJS Co., Ltd.
(to present)-9-No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
July 1971
July 2005

Masahiro Maeda(October 30, 1948)

7

Reelection
OutsideIndependent
Number of the Company’s
shares held
0

Joined Tokyo Metropolitan Government
Director General of the Bureau of Sewerage of Tokyo
Metropolitan Government
August 2008
President of Tokyo Metropolitan Sewerage Service Corporation
April 2013
Professor of University Research Center of Nihon University
September 2013 President of Sewage-Maintenance Co-operation
June 2018
Outside Director(to present)
April 2019
Visiting Professor of Nihon University(to present)
Reasons for the election as a candidate for Outside Director and an outline of roles
expected to fulfill
Mr. Maeda has many years of experience in government administration. In addition,
he is familiar with overall sewerage lines, a business area of the Company. Based on
his achievements to date as Outside Director, the Company determined that he is wellqualified for appropriately fulfilling the duties. Following his election, he is expectedto continue to fulfill his roles by leveraging his considerable achievements andcapabilities.
April 1978
February 2010

Ryoichi Nakano(May 9, 1955)

8New candidate
OutsideIndependent
Number of the Company’s
shares held0

Joined Metropolitan Police Department
Director of Criminal Investigation Bureau of Metropolitan PoliceDepartment
February 2012
Chief Inspection Officer of Inspection Department, Kanto
Regional Police Bureau
March 2014
Chief of Organized Crime Department of Metropolitan PoliceDepartment
August 2016
Director of KEISHICHO-SHOKUIN CREDIT COOPERATIVE(to present)
Reasons for the election as a candidate for Outside Director and an outline of roles
expected to fulfill
Mr. Nakano possesses considerable knowledge and experience accumulated overmany years serving in the Metropolitan Police Department. He is expected toprovide useful advice on the Company’s management, mainly from the perspectiveof compliance. Therefore, the Company believes that he is appropriate as an Outside
Director of the Company. Following his election, he is expected to fulfill the aboveroles by leveraging his considerable achievements and capabilities.
Although he does not have previous experience with business management, for theabove reasons, the Company has determined that he is well qualified forappropriately fulfilling his duties as an Outside Director.
If elected, he will be involved in making decisions regarding the selection ofcandidates for the Company’s officers, officers’ compensation, and other mattersfrom an objective and neutral standpoint as a member of the voluntary Nomination
Committee and Compensation Committee.

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1. There are no special interests between each candidate and the Company.
2. Messrs. Masahiro Maeda and Ryoichi Nakano are candidates for Outside Directors.
3. Mr. Masahiro Maeda is the current Outside Director of the Company. He will have served as Outside
Director for three years at the conclusion of this General Meeting of Shareholders.
4. An outline of a limited liability agreement with Outside Directors is as follows:
The Company has entered into a limited liability agreement with Mr. Masahiro Maeda to limit his liability
for damages pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability
under that agreement is ¥10 million or the minimum liability amount stipulated by laws and regulations,whichever is the greater. If the reelection of Mr. Maeda is approved, the Company intends to continue said
agreement with him.
If the election of Mr. Ryoichi Nakano is approved, the Company intends to enter into the same agreementwith him.
5. The Company has registered Mr. Masahiro Maeda as an Independent Director pursuant to the provisions ofthe Tokyo Stock Exchange. If the reelection of Mr. Maeda is approved, the Company intends to continue toregister him as an Independent Director.
6. Mr. Ryoichi Nakano satisfies the requirements for an Independent Director defined by the Tokyo StockExchange. If the election of Mr. Nakano is approved, the Company intends to register him as anIndependent Director.
7. The Company has entered into a directors and officers liability insurance (D&O insurance) contract withall Directors as the insured pursuant to Article 430-3, Paragraph 1 of the Companies Act. If this proposal isapproved as originally proposed and all the candidates are elected as Directors, then they will be included
as the insured under the insurance contract. The contract covers legal damages that may arise when theinsured Directors assume liability for the execution of their duties or are subject to a claim for the pursuitof said liability. However, the insurance contract has certain exclusions, such as providing no coverage fordamages arising from actions taken by insured parties with the knowledge that they were in violation oflaws and regulations. The insurance premiums, including riders, are borne in their entirety by the Company,
and no insurance premiums are borne by the insured parties themselves. The Company plans to renew theinsurance contract with the same contents at the time of its next renewal.
8. The Company has established a directors’ shareholding association in June 2018. As of March 31, 2021,
6,600 shares were held thereby.
9. The Company implemented structural reforms and accompanying personnel changes on June 1, 2021. The
career summaries of some candidates reflect these personnel changes.

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