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: 7716
(Date of Dispatch) March 14, 2023
(Electronic Provision System Commencement Date) March 9, 2023

To our shareholders:Eiichi Nakanishi
President & Group CEO
NAKANISHI INC.
700, Shimohinata, Kanuma-shi, Tochigi

Notice of the 71st Annual General Meeting of Shareholders
We hereby announce that the 71st Annual General Meeting of Shareholders of NAKANISHI INC. (the “Company”)
will be held as described below.
In connection with the convocation of this meeting, the Company has taken measures for providing information thatis the contents of reference documents, etc. for the General Meeting of Shareholders in an electronic format (thecontents provided in an electronic format) and has posted them on the following websites on the Internet. Please
access either of these websites to view the provided materials.
[Company’s website]
https://www.nakanishi-inc.jp/ir/ (Japanese)(Reference: Company’s English Website)
https://en.nakanishi-inc.jp/ir/[Website on which materials for the General Meeting of Shareholders are posted] (Japanese)
http://d.sokai.jp/7716/teiji/[Tokyo Stock Exchange (TSE) website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the TSE website above, search by entering “Nakanishi” in the “Issue name (company name)” fieldor the Company’s securities code “7716” in the “Code” field, select “Basic information” and then “Document for
public inspection/PR information” and check the column “Notice of General Shareholders Meeting/Informational
Materials for a General Shareholders Meeting” under “Filed information available for public inspection.”)As you may exercise your voting rights in writing or by electronic means (e.g., via the Internet) in lieu of attending
the meeting in person, please review the Reference Documents for the General Meeting of Shareholders shown below
and exercise your voting rights by 5:00 p.m. on Wednesday, March 29, 2023 (JST).

-1-1. Date and Time: Thursday, March 30, 2023, at 1:30 p.m. (JST) (Reception will open at 1:00 p.m.)
2. Venue:
The Company’s headquarters RD1 Center Court
700, Shimohinata, Kanuma-shi, Tochigi
3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements, and Audit Results of Consolidated Financial
Statements by the Accounting Auditor and the Audit and Supervisory Board for the 71st Fiscal Year (January1, 2022 to December 31, 2022)
2. Non-consolidated Financial Statements for the 71st Fiscal Year (January 1, 2022 to December 31, 2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of One Director
Proposal No. 3
Determination of Compensation for Granting Restricted Stock to Directors (excludingOutside Directors)
4. Matters Decided upon Convocation (Information on Exercise of Voting Rights)
If you exercise your voting rights by submitting the Voting Form in writing (by postal mail) without indicating
your approval or disapproval of any proposal, your vote for the proposal shall be counted as an approval.
If you are attending on the day of the meeting, please submit the Voting Form sent together with this Notice at the reception at the venue.
As a result of the revision of the Companies Act, shareholders are required, in principle, to view the contents provided in an electronic
format by accessing the aforementioned websites and the Company will send the documents only to the shareholders who requested theissuance of the document by the record date. However, for this meeting, the Company sends the documents containing the contents
provided in an electronic format to all shareholders, irrespective of whether a request for issuance of the document is submitted or not.
The Company sends the documents containing the contents provided in an electronic format; however, the items listed below are notincluded in those documents in accordance with laws and regulations and the provisions of Article 18 of the Company’s Articles ofIncorporation.
(1) “Status of Share Acquisition Rights, etc.” in the Business Report(2) “Notes to Consolidated Financial Statements” in the Consolidated Financial Statements(3) “Notes to Non-consolidated Financial Statements” in the Non-consolidated Financial Statements
If any contents provided in an electronic format require revisions, such facts, the information before revision, and the revised information
will be posted on the websites above on the Internet.

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

Appropriation of Surplus

The Company regards returning profits to its shareholders as one of the important management issues, and sets its
basic policy as to enhance business foundation and promote investment in growth areas properly and proactively aswell as to return profits to shareholders in a well-balanced manner. The Company has given consideration to acomprehensive range of factors, including the business performance of the fiscal year and future businessdevelopment, while also taking note of the internal reserves, and it proposes to pay a year-end dividend for the fiscalyear of ¥24 per share. Accordingly, including the interim dividend (¥22 per share) paid on September 30, 2022, theannual dividend for the fiscal year will be ¥46 per share.
1. Matters concerning year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount¥24 per common share of the Company
In this event, the total dividends will be ¥2,043,704,328.
(3) Effective date of dividends of surplus
The effective date of dividends will be March 31, 2023.
2. Matters concerning other appropriations of surplus(1) Item of surplus to be decreased and amount of decrease thereof
Retained earnings brought forward ¥12,000,000,000(2) Item of surplus to be increased and amount of increase thereof¥12,000,000,000
General reserve-3-

Proposal No. 2

Election of One Director

The Company proposes the election of one Director as a new independent outside Director, for the purpose of further
strengthening the Company’s corporate governance. The term of office of the newly elected Director shall expire
when the term of office of the other Directors currently in office expires as per the provisions of the Articles ofIncorporation of the Company.
The candidate for Director is as follows:
Name of Candidate(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1995
Mar. 2001
Jun. 2003
Oct. 2002
Mar. 2006
Sep. 2014

Number of theCompany’s shares
ownedJoined Fuji Filter Manufacturing Co., Ltd.
Director
Managing Director
Director and Vice President
Chika Shiomi
President (current position)(June 17, 1972)
Board Member, The Association of Liquid
Filtration and Purification Industry (current0 sharesNewposition)
OutsideNov. 2019
Member, Trade Issues Subcommittee, Business
Independent
Support Committee, Small and Medium
Enterprise Policy Making Council
Jun. 2020
Member, System Design WG, Fundamental
Issues Subcommittee, Small and Medium
Enterprise Policy Making Council
Reasons for nomination as candidate for outside Director and overview of expected role
Ms. Shiomi has extensive experience and broad insight in the management of a manufacturer focused on globallyexpanding its business. The Company expects that she will provide advice, etc. for the overall management, drawing on
her diverse viewpoints, and therefore has nominated her as a candidate for outside Director.
(Notes) 1. There is no special interest between the candidate and the Company.
2. Ms. Shiomi is a candidate for outside Director.
3. Ms. Shiomi meets the criteria for independent officer as provided for by the Tokyo Stock Exchange. If her election isapproved, the Company plans to register her with the Exchange as an independent officer.
4. If the election of Ms. Shiomi is approved, the Company plans to enter into a limited liability agreement with Ms. Shiomi
to limit her liability to the amount stipulated in Article 425, Paragraph 1 of the Company Law of Japan.
5. The Company has entered into a directors and officers liability insurance policy with an insurance company to cover losses
that may arise from the insureds’ assumption of liability incurred in the performance of duties or from claims related tothe pursuit of such liability. Candidates for Director will be included as insureds under the insurance policy, and theCompany plans to renew the said policy with the same details during their terms of office.

-4-Proposal No. 3
Outside Directors)Determination of Compensation for Granting Restricted Stock to Directors (excluding

At the 55th Annual General Meeting of Shareholders held on March 28, 2007, it was approved that the amount ofremuneration for Directors of the Company shall be ¥500,000 thousand or less per year (excluding, however,salaries for employees of Directors who concurrently serve as employees), and at the 58th Annual General Meetingof Shareholders held on March 30, 2010, it was also approved that stock acquisition rights shall be issued ascompensation-type stock options within the aforementioned remuneration limit.
As part of its revision of the officer remuneration system, the Company proposes to provide a new type ofremuneration for granting restricted shares to Directors of the Company (excluding Outside Directors, hereinafterreferred to as the “Eligible Directors”) within the aforementioned remuneration limit. The purpose of introducing
this plan is to provide incentive for Eligible Directors to achieve sustainable improvement of the Company’scorporate value, as well as to further promote sharing of value with shareholders.
Remuneration for granting restricted shares provided to Eligible Directors based on this proposal would bemonetary claims, and their total amount would be within the aforementioned remuneration limit (excluding,however, salaries for employees of Directors who concurrently serve as employees). The specific timing andallotment of the payment to each Eligible Director shall be determined in the Board of Directors meeting after
consultation with the Nomination and Remuneration Committee.
The Company currently has five Directors, including two Outside Directors. The number of Directors will be six(including three Outside Directors) if Proposal No. 2 “Election of One Director” is approved as originallyproposed.
Pursuant to a resolution of the Board of Directors of the Company, Eligible Directors shall pay all of the monetarycompensation claims granted by the Company under the Plan as contribution in kind, and the Company shall issueor dispose of shares of its common stock, and the total number of shares of common stock to be newly issued or
disposed of by the Company shall not exceed 50,000 shares per year (provided, however, that if the Company
implements a stock split (including an allotment of the Company’s common stock without receipt of monetaryconsideration) or a stock consideration with an effective date on or after the date on which this proposal isapproved, this number shall be adjusted to a reasonable extent).
The amount to be paid per share shall be determined in the Board of Directors meeting based on the closing priceof the Company’s common stock on the Tokyo Stock Exchange on the business day immediately preceding the dateof resolution by each Board of Directors meeting (or closing price of the immediately preceding trading day if any
transaction was not concluded on that date), to the extent that is not particularly favorable to the Eligible Directors
who would receive said common shares. Issuance or disposal of common shares of the Company through thisprocess and payment of monetary claims to be used for in-kind contribution would be subject to the Company andEligible Directors entering into a restricted share allotment agreement (hereinafter, the “Allotment Agreement”)
that includes the following contents. Furthermore, the Company believes the maximum amount of remuneration
under this proposal, total number of common shares of the Company to be issued or disposed of, and otherconditions for granting restricted shares to Eligible Directors based on this proposal are appropriate, because they
have been determined in consideration of the aforementioned purpose, the Company’s business conditions, theCompany’s decision-making policies on details of remuneration for individual Directors (meaning the policies asamended subject to the approval of this proposal; please refer to page 15 of the Japanese version of this document
for the details of the policies), and other various circumstances.
If the proposal on this plan is approved as originally proposed at this General Meeting of Shareholders, theCompany plans to introduce a similar restricted stock compensation plan to the executive officers who are not also
serving as Directors of the Company.
[Outline of the Allotment Agreement](1) Restricted transfer period
Eligible Directors shall not transfer, create a security interest on, or otherwise dispose of common shares of theCompany allotted pursuant to this Allotment Agreement (hereinafter referred to as the “Allotted Shares”)
during a period of three years (hereinafter, the “Restricted Transfer Period”) from the date of allotment pursuant
to the Allotment Agreement (hereinafter, the “Transfer Restriction”).
(2) Treatment upon retirement
If an Eligible Director retires from positions determined in advance by the Board of Directors of the Company,
among positions of officers and employees of the Company or its subsidiaries, prior to the expiry of theRestricted Transfer Period, the Company shall naturally acquire Allotted Shares without consideration, unlesssuch retirement was due to expiry of term of office, death, or another legitimate reason.
(3) Lifting of Transfer Restriction-5-

Notwithstanding the provisions of the above (1), the Company shall lift the Transfer Restriction on all theAllotted Shares upon expiry of the Restricted Transfer Period, on the condition that the Eligible Director
remained in a position determined in advance by the Board of Directors of the Company among positions ofofficers and employees of the Company or its subsidiaries for the entire duration of the Restricted Transfer
Period. However, if such Eligible Director retires from the positions stipulated in the above (2) prior to theexpiry of the Restricted Transfer Period due to expiry of term of office, death, or another legitimate reason
stipulated in the above (2), the number of Allotted Shares on which the Transfer Restriction will be lifted, as
well as when the Transfer Restriction will be lifted, shall be reasonably adjusted as needed. In addition,
immediately after the lifting of the Transfer Restriction in accordance with the above provisions, the Company
shall naturally acquire Allotted Shares whose Transfer Restriction has not been lifted without consideration.
(4) Treatment in case of organizational restructuring, etc.
Notwithstanding the provisions of the above (1), if a merger agreement under which the Company becomes adisappearing company, a share exchange agreement or share transfer plan under which the Company becomes awholly-owned subsidiary, or another matter regarding organizational restructuring and the like is approved at aGeneral Meeting of Shareholders of the Company (or, if such organizational restructuring, etc. does not requireapproval at a General Meeting of Shareholders of the Company, at a meeting of the Board of Directors of theCompany) during the Restricted Transfer Period, the Company shall, by resolution of the Board of Directors ofthe Company, lift the Transfer Restriction on Allotted Shares in a number to be reasonably determined in lightof the period between the commencement of the Restricted Transfer Period and the date of approval of suchorganizational restructuring, etc., prior to the effective date of such organizational restructuring, etc.
Furthermore, if the above event occurs, immediately after the lifting of the Transfer Restriction, the Company
shall naturally acquire Allotted Shares whose Transfer Restriction has not been lifted without consideration.
(5) Other matters
Other matters regarding the Allotment Agreement shall be determined by the Board of Directors of theCompany.

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