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 12, 2018
To Shareholders with Voting Rights:
Yoshiro Susaki
Chairman

Nishimoto Co., Ltd.
(Head office) 3-10-5 Nihonbashi, Chuo-ku, Tokyo, Japan(Registered main office) 4-1-38 Isobe-dori, Chuo-ku,Kobe-shi, Hyogo Prefecture, JapanNOTICE OF THE 71ST 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 71st 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 Monday, March 26, 2018.
1. Date and Time:
2. Place:

Tuesday, March 27, 2018 at 10:00 a.m. Japan time
(Reception will open at 9:00 a.m.)Hall on the second floor of Onward Park Building located at
3-10-5 Nihonbashi, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
71st Fiscal Year (January 1, 2017 - December 31, 2017) 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 71st Fiscal Year
(January 1, 2017 - December 31, 2017)
Proposals to be resolved:
Election of Three (3) 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~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
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 (http://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 andtherefore 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(http://www.wismettac.com/ja/ir/stock/meeting.html).

-1-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Election of Three (3) Directors who are not Audit & Supervisory Committee Members
The terms of office of all three (3) Directors who are not Audit & Supervisory Committee Members will
expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the election ofthree (3) Directors who are not Audit & Supervisory Committee Members is proposed.
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 positions
September 1980 Joined Morgan Bank, N.A., Tokyo Branch
September 1988 Director, the Company
Yoshiro Susaki
President(January 18, 1958) May 1994
October 2000
Chairman, IPM Nishimoto Co., Ltd. (currently Wismettac Foods,Inc.) (current position)[Reappointment]
March 2012
Chairman, Nishimoto Trading Co., Ltd. (current position)
Chairman & CEO, the Company (current position)
Number of shares of March 2017
the Company held [Significant concurrent positions]
2,910,000
Chairman, Wismettac Foods, Inc.
Chairman, Nishimoto Trading Co., Ltd.
[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 further 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.

-2-No.

23Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1982
Joined The Nippon Credit Bank, Ltd. (currently Aozora Bank,Ltd.)
October 2008
Executive Officer
October 2010
Director, the Company
Senior Managing Director, Nishimoto Trading Co., Ltd.
Director, Chairman & President, Nishimoto Trading Co., Ltd.
(currently Wismettac Asian Foods, Inc.)
March 2012
President, Nishimoto Trading Co., Ltd. (current position)
January 2015
Vice President, Wismettac Foods, Inc.
Takayuki Kanai
March 2016
Director, General Manager, Group Business Management(April 16, 1959)
Headquarters, the Company
March 2017
President & COO (current position)[Reappointment]
Vice Chairman, Wismettac Foods, Inc. (current position)
February 2018
Director, Wismettac Asian Foods, Inc. (current position)
Number of shares of [Significant concurrent positions]the Company heldPresident, Nishimoto Trading Co., Ltd.
140,000
Vice Chairman, Wismettac Foods, Inc.
Director, Wismettac Asian Foods, Inc.
Director, NTC Wismettac Singapore Pte Ltd.
Director, NTC Wismettac Australia Pty Ltd.
Director, NTC Wismettac Europe B.V.
Director, Wismettac Asian Foods, Inc. (Canada)
Director, Harro Foods Ltd.
Chairman, Wismettac Foods Shanghai Co., Ltd.
Director, Wismettac Nippon Foods Co., Ltd.
[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Takayuki Kanai joined the Company in October 2010 and has since promoted the business growth ofprincipal Group companies as Representative Director. Currently, as President & COO of the Company, he isexecuting overall business strategies of the Group and promoting the Group’s business expansion, fulfilling hisduties and responsibilities properly in overall management. He is expected to continue to make furthercontributions to enhancing the Group’s corporate value. Therefore, the Company requests his reelection as aDirector who is not an Audit & Supervisory Committee Member.
April 1980
Joined Arthur Andersen LLP (currently KPMG AZSA LLC)
May 2001
PartnerJune 2005
Director, the Company
March2012
Executive OfficerAtsuhiko Kimura
March2016
Director, General Manager, Group Administration Headquarters(February 4, 1958)
March 2017
Director & CFO (current position)[Significantconcurrentpositions][Reappointment]
Director, Wismettac Asian Foods, Inc.
Number of shares of Director, NTC Wismettac Singapore Pte Ltd.
the Company held Director, NTC Wismettac Australia Pty Ltd.
―Director, NTC Wismettac Europe B.V.
Director, Harro Foods Ltd.
Auditor, Wismettac Foods Shanghai Co., Ltd.
Auditor, Shanghai IPM Co., Ltd.
[Reason for nomination as candidate for Director who is not an Audit & Supervisory Committee Member]
Mr. Atsuhiko Kimura joined the Company in June 2005 and has since been fulfilling his duties andresponsibilities properly in formulating, deciding, and executing financial strategies of the Company as well as
managing overall administrative divisions as Executive Officer and Director, and currently as Director & CFO.
He is expected to continue to execute significant duties in the administrative divisions of the Group as a whole.
Therefore, the Company requests his reelection as a Director who is not an Audit & Supervisory CommitteeMember.
(Notes)1. There are no special interests between the candidates and the Company.
2. Nishimoto Trading Group Foodstuffs Shanghai Co., Ltd. has changed its name to Wismettac FoodsShanghai Co., Ltd. as of January 5, 2018.

-3-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, the election of three(3) Directors who are Audit & Supervisory Committee Members is proposed.
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.

12Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1982
Joined MITSUI & CO., LTD.
June 1989
Joined SOCIE WORLD CO., LTD.
January 1993
Managing Director
Shinji Takahashi
September 1999 Director, the Company(April 8, 1959)
March 2008
Director, IPM Nishimoto Co., Ltd. (currently Wismettac Foods, Inc.)
March 2009
Director, Shanghai IPM Co., Ltd.
[Reappointment]
March 2016
Director (Full-time Audit & Supervisory Committee Member), theCompany (current position)
Number of shares ofCorporate Auditor, Nishimoto Trading Co., Ltd. (current position)
the Company held
Corporate Auditor, Wismettac Foods, Inc. (current position)―[Significant concurrent positions]
Corporate Auditor, Wismettac Foods, Inc.
Corporate Auditor, Nishimoto Trading Co., Ltd.
[Reason for nomination as candidate for Director who is an Audit & Supervisory Committee Member]
Mr. Shinji Takahashi was engaged in duties including administration, business management and sales asExecutive Officer and Director at the Company and its Group companies. Upon transition of the Company to acompany with audit & supervisory committee in March 2016, he was appointed Director who is an Audit &Supervisory Committee Member and has been properly fulfilling the duties and responsibilities of a Full-time
Audit & Supervisory Committee Member. He is expected to continue to execute duties such as the audit andsupervision of business execution based on his abundant experience in the Group’s business operation,administration, and audit. Therefore, the Company requests his reelection as a Director who is an Audit &Supervisory Committee Member.
April 1969
Joined The Norinchukin Bank
June 1999
Managing Director
June 2002
Senior Managing Director
June 2004
President, Norinchukin Zenkyoren Asset Management Co., Ltd.
June 2006
Representative Director and Deputy Chairman, Aozora Bank, Ltd.
Kimikazu Nomi
Representative Director, Chairman and CEO(October 24, 1945) February 2007
July 2009
President and CEO Member of the Board, Innovation Network
Corporation of Japan[Reappointment]
Executive Advisor, J-WILL CORPORATION (current position)[Outside Director] July 2015
March2016
Director (Audit & Supervisory Committee Member), the Company[Independent(current position)
Director]
June 2016
Director, Konica Minolta, Inc. (current position)
Advisor, Financial Services Agency (current position)
Number of shares of January 2017
the Company held June 2017
Director, SPARX Group Co., Ltd. (current position)―[Significant concurrent positions]
Outside Director, Konica Minolta, Inc.
Outside Director, SPARX Group Co., Ltd
Advisor, Financial Services Agency
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 hisreelection as a Director who is an Audit & Supervisory Committee Member.

-4-No.

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
Yukiko Omura
Guarantee Agency(July 4, 1955)
February 2010
Vice-President and COO, International Fund for Agricultural
Development[Reappointment]
January 2013
Director, GuarantCo of the Private Infrastructure Development Group[Outside Director] May 2014
Director, Assured Guaranty Ltd. (current position)[IndependentJanuary 2015
Director, Amatheon Agri Holding N.V. (current position)
Director]
March 2016
Director (Audit & Supervisory Committee Member), the Company(current position)
Number of shares of January 2018
Chair, GuarantCo of the Private Infrastructure Development Groupthe Company held(current position)―(March 2018
Scheduled to assume the post of Director, The Private Infrastructure
Development Group)[Significant concurrent positions]
Chair, GuarantCo of the Private Infrastructure Development Group
Director, Assured Guaranty Ltd.
Director, Amatheon Agri Holding N.V.
[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 the agreement is the minimum amount stipulated by laws and regulations. If thereappointments of Mr. Kimikazu Nomi and Ms. Yukiko Omura are approved, the Company intends tocontinue these agreements with them.
3. Mr. Kimikazu Nomi and Ms. Yukiko Omura have been registered as Independent Directors asprescribed by the Tokyo Stock Exchange. If the reappointments of Mr. Kimikazu Nomi and Ms.
Yukiko Omura are approved, the Company intends to continue their registrations as IndependentDirectors.
4. At the conclusion of this year’s Annual General Meeting of Shareholders, it will be two (2) yearssince the appointment of Mr. Kimikazu Nomi and Ms. Yukiko Omura as Directors who are Audit &Supervisory Committee Members.

-5-