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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities code 9260)
March 11, 2020
To Shareholders with Voting Rights:
Yoshiro Susaki
Chairman

Nishimoto Co., Ltd.
(Head office) 3-2-1, Nihonbashi Muromachi, Chuo-ku,Tokyo, Japan(Registered main office) 4-1-38 Isobe-dori, Chuo-ku,Kobe-shi, Hyogo Prefecture, JapanNOTICE OF THE 73RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 73rd Annual General Meeting of Shareholders of Nishimoto Co., Ltd.
(the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing. Please review theattached Reference Documents for the General Meeting of Shareholders, indicate your vote for or against theproposals on the enclosed Voting Rights Exercise Form, and return it so that it is received by the Company by
6:00 p.m. Japan time on Wednesday, March 25, 2020.
1. Date and Time:
2. Place:

Thursday, March 26, 2020 at 10:00 a.m. Japan time
(Reception will open at 9:00 a.m.)Hall at Muromachi Mitsui Hall & Conference on the third floor of Nihonbashi
Muromachi Mitsui Tower located at 3-2-1, Nihonbashi Muromachi, Chuo-ku,Tokyo, Japan*Please be noted that the venue has been changed from the previous Annual
General Meeting of Shareholders.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
73rd Fiscal Year (January 1, 2019 - December 31, 2019) and results of audits
by the Accounting Auditor and the Audit & Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 73rd Fiscal Year(January 1, 2019 - December 31, 2019)
Proposals to be resolved:
Election of Four (4) Directors who are not Audit & Supervisory Committee
Proposal No. 1:
Members
Election of Three (3) Directors who are Audit & Supervisory Committee
Proposal No. 2:
Members
Granting of Retirement Benefits to Retiring Directors who are not Audit &Proposal No. 3:
Supervisory Committee Members
Granting of Retirement Benefits to a Retiring Director who is an Audit &Proposal No. 4:
Supervisory Committee Member~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
Please also bring this Notice of Convocation with you to conserve resources.
 Of the documents that need to be attached to this Notice of Convocation, the “Notes to Consolidated
Financial Statements” and “Notes to Non-consolidated Financial Statements” are posted on theCompany’s website (https://www.wismettac.com/ja/ir/stock/meeting.html) in accordance withprovisions of laws and regulations as well as Article 15 of the Company’s Articles of Incorporation and-1-

therefore are not provided in this Notice of Convocation. Accordingly, the documents attached to thisNotice of Convocation are a part of those that were audited by the Audit & Supervisory Committee
and the Accounting Auditor in preparing their audit reports.
Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements, and Non-consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website(https://www.wismettac.com/ja/ir/stock/meeting.html).

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Election of Four (4) Directors who are not Audit & Supervisory Committee Members
The terms of office of all four (4) Directors who are not Audit & Supervisory Committee Members will
expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, we hereby
propose the election of four (4) Directors who are not Audit & Supervisory Committee Members.
There were no objections with respect to this Proposal as a result of deliberation in the Audit & Supervisory
Committee.
The candidates for Directors who are not Audit & Supervisory Committee Members are as follows:No.

1Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positionsSeptember 1980 Joined Morgan Bank, N.A., Tokyo Branch
September 1988 Director, the Company
May 1994
President
October 2000
Chairman, IPM Nishimoto Co., Ltd. (currently Wismettac Foods,Yoshiro Susaki
Inc.)(January 18, 1958)
March 2012
Chairman, Nishimoto Trading Co., Ltd. (currently Wismettac Foods,Inc.) (current position)[Reappointment]
March 2017
Chairman & CEO, the Company (current position)
Director, Wismettac Asian Foods, Inc. (current position)
Number of shares of January 2019
the Company held
Director, Wismettac Asian Foods, Inc. (Canada) (current position)
2,910,000[Significant concurrent positions]
Chairman, Wismettac Foods, Inc.
Director, Wismettac Asian Foods, Inc.
Director, Wismettac Asian Foods, Inc. (Canada)[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Yoshiro Susaki was appointed Director of the Company in 1988 and has led the management of the Groupand its business expansion as President from 1994 to 2017, and as Chairman & CEO thereafter, and is fulfilling
his duties and responsibilities properly in overall management. He is expected to make contributions toenhancing the Group’s corporate value by capitalizing on his many years of experience and insight in managing
the Group to date. Therefore, the Company requests his reelection as a Director who is not an Audit &Supervisory Committee Member.

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2Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1984
Joined Morgan Bank, N.A., Tokyo Branch
January 1990
Joined Continental Bank, N.A., Tokyo Branch
October 1993
Joined Nishimoto Trading Co., Ltd. (currently Wismettac Foods, Inc.)
October 2000
Transferred to IPM Nishimoto Co., Ltd. (currently Wismettac Foods,Inc.)
Hiroshi Tsujikawa April 2002
Director(February 20, 1960) March 2006
Managing Director
March 2009
Director & President, Shanghai IPM Co., Ltd.
[Reappointment]
March 2017
President, Wismettac Foods, Inc. (current position)
April 2017
Executive Officer, the Company
Number of shares of August 2017
Chairman & President, Shanghai IPM Co., Ltd. (current position)
the Company held
March2019
Director, the Company (current position)―Director, Wismettac Foods Shanghai Co., Ltd. (current position)[Significant concurrent positions]
President, Wismettac Foods, Inc.
Chairman & President, Shanghai IPM Co., Ltd.
Director, Wismettac Foods Shanghai Co., Ltd.
[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Hiroshi Tsujikawa joined the Group in October 1993, and has engaged mainly in sales divisions. He hasabundant experience and achievements in the Group’s business. Furthermore, after being appointed President ofWismettac Foods, Inc., a principal Group company, in March 2017, he has contributed to expansion of theGroup’s business. Based on his experience and achievements, the Company judges that he is qualified to be aDirector who is not an Audit & Supervisory Committee Member. Therefore, the Company requests hisreelection as a Director who is not an Audit & Supervisory Committee Member.

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34Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1985
Joined The Nippon Credit Bank, Ltd. (currently Aozora Bank,Ltd.)
November 2011 Director, Nishimoto Trading Co., Ltd. (currently Wismettac Foods,Inc.)
April
2015
Director, Nishimoto Trading Group Foodstuffs Shanghai Co., Ltd.
Yuji Sasa(currently Wismettac Foods Shanghai Co., Ltd.)(October 11, 1962)
March 2016
Deputy General Manager, Group Administration Headquarters, theCompany[New candidate]
April 2016
Executive Officer
Director & Officer, Vice President, Wismettac Asian Foods, Inc.
Number of shares of May 2017
the Company held February 2018
Officer, Vice President, Wismettac Asian Foods, Inc.
―March 2019
Director (Audit & Supervisory Committee Member), the Company(current position)
Corporate Auditor, Wismettac Foods, Inc. (current position)[Significant concurrent positions]
Corporate Auditor, Wismettac Foods, Inc. (scheduled to retire on March 27, 2020)[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Yuji Sasa joined the Group in November 2011, and engaged mainly in administrative divisions as
Executive Officer and Director at the Company and its Group companies. Since March 2019, he has executed
duties as a Director who is an Audit & Supervisory Committee Member such as the audit and supervision ofbusiness execution. Based on his experience and achievements, he is expected to execute significant duties in
the administrative divisions of the Group as a whole. Therefore, the Company requests his election as a Directorwho is not an Audit & Supervisory Committee Member.
December 1983 Joined Banco Bradesco SA
January 1985
Senior Manager, Andersen Consulting (currently Accenture)
March 1996
Information Systems Director, Toshiba America ElectronicComponents, Inc.
December 1997 Vice President for Solution Services, i2 Technologies Japan, Inc.
(currently JDA Software Japan Co., Ltd.)May 2004
Vice President & Chief Information Officer (CIO), Nissan Motor Co.,
Celso Guiotoko
Ltd.
(January 3, 1959)
April 2006
Corporate Vice President & CIO
April 2014
Senior Corporate Vice President & CIO[New candidate]June 2017
Statutory AuditorExecutive Officer & Global Chief Digital Officer (CDO), theNumber of shares of March 2019
the Company held
Company (current position)―
Executive Officer, Wismettac Asian Foods, Inc. (current position)
Outside Director (Audit & Supervisory Committee Member),Coca-Cola Bottlers Japan Holdings Inc. (current position)[Significant concurrent positions]Executive Officer, Wismettac Asian Foods, Inc.
Outside Director (Audit & Supervisory Committee Member), Coca-Cola Bottlers Japan
Holdings Inc.
[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Celso Guiotoko has long and abundant experience in the field of information systems, as well as globalmanagement experience. Since joining the Company in March 2019, he has promoted the digital transformation(DX) of the Company’s business as Global CDO (Chief Digital Officer). Based on his experience andachievements, he is expected to execute significant duties in the transformation of the Company’s business.
Therefore, the Company requests his election as a Director who is not an Audit & Supervisory Committee
Member.
(Notes)1. There are no special interests between the candidates and the Company.
2. Mr. Yoshiro Susaki qualifies as “parent company, etc.” under Article 2, item (iv)-2 of the Companies
Act. He serves as Managing Director of Tatsumi Sangyo Co., Ltd., which is his subsidiary company, etc.

-5-Proposal No. 2: Election of Three (3) Directors who are Audit & Supervisory Committee Members
The terms of office of all three (3) Directors who are Audit & Supervisory Committee Members will expire
at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, we hereby propose
the election of three (3) Directors who are Audit & Supervisory Committee Members.
The consent of the Audit & Supervisory Committee was obtained with respect to this Proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:No.

1Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1980
Joined Arthur Andersen LLP (currently KPMG AZSA LLC)
May 2001
PartnerJune 2005
Director, the Company
October 2010
Director, Nishimoto Trading Co., Ltd. (currently Wismettac Foods,Inc.)
March2012
Executive Officer
Atsuhiko Kimura
Director, General Manager, Group Administration Headquarters(February 4, 1958) March 2016
March 2017Director & CFO (current position)[Significant concurrent positions][New candidate]Director, Wismettac Asian Foods, Inc. (scheduled to retire on March 26, 2020)
Number of shares of Director, NTC Wismettac Singapore Pte. Ltd. (scheduled to retire on March 26, 2020)
the Company held Director, NTC Wismettac Australia Pty Ltd. (scheduled to retire on March 26, 2020)
1,000
Director, NTC Wismettac Europe B.V. (scheduled to retire on March 26, 2020)
Director, Wismettac Harro Foods Limited (scheduled to retire on March 26, 2020)
Auditor, Wismettac Foods Shanghai Co., Ltd.
Auditor, Shanghai IPM Co., Ltd.
Corporate Auditor, Wismettac Foods, Inc. (scheduled to assume the office on March 27,2020)[Reason for nomination as candidate for Director who is an Audit & Supervisory Committee Member]
Mr. Atsuhiko Kimura joined the Company in June 2005 and has since been managing overall administrative
divisions of the Company as Executive Officer and Director. He is expected to execute duties as a Director whois an Audit & Supervisory Committee Member such as the audit and supervision of business execution based on
his abundant experience in the Group’s business. Therefore, the Company requests his election as a Director
who is an Audit & Supervisory Committee Member.

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2Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1969
Joined The Norinchukin Bank
June 1999
Managing Director
June 2002
Senior Managing DirectorJune
2004
President, Norinchukin Zenkyoren Asset Management Co., Ltd.
Kimikazu Nomi
Representative Director and Deputy Chairman, Aozora Bank, Ltd.
(October 24, 1945) June 2006
February 2007
Representative Director, Chairman and CEO[Reappointment]
July 2009
President and CEO Member of the Board, Innovation Network[Outside Director]
Corporation of Japan[IndependentJuly 2015
Executive Advisor, J-WILL CORPORATION (current position)
Director]
March 2016
Director (Audit & Supervisory Committee Member), the Company(current position)
Number of shares of June 2016
Outside Director, Konica Minolta, Inc. (current position)
the Company held June 2017
Outside Director, SPARX Group Co., Ltd. (current position)―[Significant concurrent positions]
Outside Director, Konica Minolta, Inc.
Outside Director, SPARX Group Co., Ltd
Executive Advisor, J-WILL CORPORATION[Reason for nomination as candidate for Director who is an Audit & Supervisory Committee Member]
Mr. Kimikazu Nomi was engaged in managing financial businesses at The Norinchukin Bank and Aozora
Bank, Ltd., and in fostering new businesses through initiatives such as investment activities and supporting
corporate self-reformation at the Innovation Network Corporation of Japan. After being appointed an Outside
Director who is an Audit & Supervisory Committee Member of the Company in March 2016, he has been
fulfilling his duties and responsibilities properly. He is expected to monitor overall management and provide
effective advice based on his abundant experience and deep insight. Therefore, the Company requests his
reelection as a Director who is an Audit & Supervisory Committee Member.

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3Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
August 1980
Joined the Inter-American Development Bank
August 1984
Joined Morgan Bank, N.A., Tokyo Branch
May 1994
Joined Lehman Brothers Japan Inc.
March 1996
Joined UBS Securities Japan Co., Ltd.
August 1998
Joined Dresdner Kleinwort Wasserstein (Japan) Ltd.
March 2004
Executive Vice President and CEO, Multilateral Investment
Guarantee Agency
Yukiko OmuraFebruary
2010
Vice-President and COO, International Fund for Agricultural(July 4, 1955)
Development[Reappointment]
January 2013
Director, GuarantCo of the Private Infrastructure Development Group[Outside Director] May 2014
Director, Assured Guaranty Ltd. (current position)[IndependentMarch 2016
Director (Audit & Supervisory Committee Member), the Company
Director](current position)
January 2018
Chair, GuarantCo of the Private Infrastructure Development Group
Number of shares of(current position)
the Company held March 2018
Director, The Private Infrastructure Development Group Limited―(current position)
May 2018
Director, HSBC Bank plc (current position)[Significant concurrent positions]
Chair, GuarantCo of the Private Infrastructure Development Group
Director, Assured Guaranty Ltd.
Director, The Private Infrastructure Development Group Limited
Director, HSBC Bank plc[Reason for nomination as candidate for Director who is an Audit & Supervisory Committee Member]Ms. Yukiko Omura has been engaged in financial operation and business management internationally at private
and public financial institutions, and currently assumes the position of Director at several foreign companies.
After being appointed Director who is an Audit & Supervisory Committee Member of the Company in March
2016, she has been fulfilling her duties and responsibilities properly. She is expected to monitor overallmanagement and provide effective advice based on her abundant international experience and deep insight.
Therefore, the Company requests her reelection as a Director who is an Audit & Supervisory Committee
Member.
(Notes)1. There are no special interests between the candidates and the Company.
2. The Company has entered into agreements with Mr. Kimikazu Nomi and Ms. Yukiko Omura inaccordance with the provisions of Article 427, Paragraph 1 of the Companies Act to limit their liabilities
pursuant to Article 423, Paragraph 1 of the said Act. The maximum amount of liability pursuant to theagreement is the minimum amount stipulated by laws and regulations. If the reappointments of Mr.
Kimikazu Nomi and Ms. Yukiko Omura are approved, the Company intends to continue theseagreements with them.
3. Mr. Kimikazu Nomi and Ms. Yukiko Omura have been registered as Independent Directors as prescribedby the Tokyo Stock Exchange. If the reappointments of Mr. Kimikazu Nomi and Ms. Yukiko Omura areapproved, the Company intends to continue their registrations as Independent Directors.
4. At the conclusion of this year’s Annual General Meeting of Shareholders, it will be four (4) years since
the appointment of Mr. Kimikazu Nomi and Ms. Yukiko Omura as Directors who are Audit &Supervisory Committee Members.

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Proposal No. 3: Granting of Retirement Benefits to Retiring Directors who are not Audit & Supervisory
Committee Members
Mr. Takayuki Kanai and Mr. Atsuhiko Kimura, Directors who are not Audit & Supervisory Committee
Members, will resign from their positions at the conclusion of this year’s Annual General Meeting ofShareholders due to the expiration of their terms of office. To reward their service during their terms ofoffice, we propose that retirement benefits be granted to them within a fair amount according to thestandard provided by the Company.
We also request that the specific amount, timing and method to grant retirement benefits be left to theBoard of Directors.
The career summary of the retiring Directors is as follows:
NameTakayuki Kanai
Atsuhiko Kimura

Career SummaryOctober 2010
March 2017
June 2005
September 2010
March 2016

Director, the Company
President (current position)
Director, the Company
Retired from Director
Director, the Company (current position)(Notes)1. The retirement benefits to Mr. Atsuhiko Kimura will be for his terms of office as Director since June2005.
2. If Proposal No. 2 is approved, Mr. Atsuhiko Kimura will assume the position of Director who is anAudit & Supervisory Committee Member.
Proposal No. 4: Granting of Retirement Benefits to a Retiring Director who is an Audit & Supervisory
Committee Member
Mr. Yuji Sasa, Director who is an Audit & Supervisory Committee Member, will resign from his positionat the conclusion of this year’s Annual General Meeting of Shareholders due to the expiration of his termof office. To reward his service during his term of office, we propose that retirement benefits be granted tohim within a fair amount according to the standard provided by the Company.
We also request that the specific amount, timing and method to grant retirement benefits be left to thedeliberation of the Directors who are Audit & Supervisory Committee Members.
The career summary of the retiring Director is as follows:
NameYuji Sasa

Career SummaryMarch 2019

Director (Full-time Audit & Supervisory CommitteeMember), the Company (current position)(Note)
If Proposal No. 1 is approved, Mr. Yuji Sasa will assume the position of Director who is not an Audit &Supervisory Committee Member.

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