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, 2019
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 72ND 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 72nd 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 Tuesday, March 26, 2019.
1. Date and Time:
2. Place:

Wednesday, March 27, 2019 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
72nd Fiscal Year (January 1, 2018 - December 31, 2018) 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 72nd Fiscal Year
(January 1, 2018 - December 31, 2018)
Proposals to be resolved:
Election of Four (4) Directors who are not Audit & Supervisory Committee
Proposal No. 1:
Members
Election of One (1) Director who is an Audit & Supervisory Committee Member
Proposal No. 2:
Election of the Accounting Auditor
Proposal No. 3:
Granting of Retirement Benefits to a Retiring Director
Proposal No. 4:~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
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 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(https://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 Four (4) 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, to further
strengthen the management system, we hereby propose the election of four (4) Directors who are not Audit& Supervisory Committee Members, an increase in the number by 1 person.
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
May 1994
President
October 2000
Chairman, IPM Nishimoto Co., Ltd. (currently Wismettac Foods,Yoshiro SusakiInc.)(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.

-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. (currentlyWismettac Foods, Inc.)
Director, Chairman & President, Nishimoto Trading Co., Ltd.
(currently Wismettac Asian Foods, Inc.)
Takayuki Kanai
March2012
President, Nishimoto Trading Co., Ltd. (currently Wismettac Foods,(April 16, 1959)
Inc.)
January 2015
Vice President, Wismettac Foods, Inc.
[Reappointment]
March 2016
Director, General Manager, Group Business Management
Headquarters, the Company
Number of shares ofthe Company held March 2017
President & COO (current position)
140,000
Vice Chairman, Wismettac Foods, Inc.
[Significant concurrent positions]
Director, NTC Wismettac Singapore Pte. Ltd.
Director, NTC Wismettac Australia Pty Ltd.
Director, NTC Wismettac Europe B.V.
Director, Harro Foods Limited
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 isassisting the CEO, executing overall business strategies of the Group and promoting the Group’s businessexpansion, fulfilling his duties and responsibilities properly in overall management. He is expected to continue
to make further contributions to enhancing the Group’s corporate value. Therefore, the Company requests his
reelection as a Director who is not an Audit & Supervisory Committee Member.
April 1980
Joined Arthur Andersen LLP (currently KPMG AZSA LLC)
May 2001
PartnerJune 2005
Director, the CompanyMarch2012
Executive Officer
Atsuhiko 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.
1,000Director, NTC Wismettac Europe B.V.
Director, Harro Foods Limited
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 Committee
Member.

-3-No.

4Name(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,Hiroshi Tsujikawa
Inc.)(February 20, 1960)
April 2002
DirectorMarch 2006
Managing Director[New candidate]
March 2009
Director & President, Shanghai IPM Co., Ltd.
President, Wismettac Foods, Inc. (current position)
Number of shares of March 2017
the Company held April 2017
Executive Officer, the Company (current position)―August 2017
Chairman & President, Shanghai IPM Co., Ltd. (current position)[Significant concurrent positions]
President, Wismettac Foods, Inc.
Chairman & President, Shanghai IPM 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 of
Wismettac Foods, Inc., a principal Group company, in March 2017, he has contributed to expansion ofprimarily agricultural & seafood products trading business. Based on his experience and achievements, theCompany judges that he is qualified to be a Director who is not an Audit & Supervisory Committee Member.
Therefore, the Company requests his election as a Director who is not an Audit & Supervisory CommitteeMember.
(Notes)1. There are no special interests between the candidates and the Company.
2. As of January 1, 2019, Nishimoto Trading Co., Ltd. has merged with Wismettac Foods, Inc., withNishimoto Trading Co., Ltd. as surviving company and Wismettac Foods, Inc. as dissolved company.
Effective January 1, 2019, Nishimoto Trading Co., Ltd. changed its trade name to Wismettac Foods,Inc.

-4-

Proposal No. 2: Election of One (1) Director who is an Audit & Supervisory Committee Member
Mr. Shinji Takahashi, Director who is an Audit & Supervisory Committee Member, will resign from hisposition at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the electionof one (1) Director who is an Audit & Supervisory Committee Member is proposed to fill a vacancy.
Also, the term of office of the Director who is an Audit & Supervisory Committee Member elected at thisyear’s Annual General Meeting of Shareholders shall be the remaining term of office of the predecessor, as
stipulated in the Company’s Articles of Incorporation.
The consent of the Audit & Supervisory Committee was obtained with respect to this Proposal.
The candidate for a Director who is an Audit & Supervisory Committee Member is as follows:
Name(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.
(currently Wismettac Foods Shanghai Co., Ltd.) (current position)
Yuji Sasa
Deputy General Manager, Group Administration Headquarters, the(October 11, 1962) March 2016
Company
April 2016
Executive Officer (current position)[New candidate]
May 2017
Director & Officer, Vice President, Wismettac Asian Foods, Inc.
Officer, Vice President, Wismettac Asian Foods, Inc. (current
Number of shares of February 2018
the Company heldposition)―[Significant concurrent positions]
Officer, Vice President, Wismettac Asian Foods, Inc. (scheduled to retire on March 26,2019)
Director, Wismettac Foods Shanghai Co., Ltd. (scheduled to retire on March 26, 2019)
Corporate Auditor, Wismettac Foods Inc. (scheduled to assume the office on March 28,2019)[Reason for nomination as candidate for Director who is an Audit & Supervisory Committee Member]
Mr. Yuji Sasa joined the Group in 2011, and has engaged mainly in administrative divisions as Executive
Officer and Director at the Company and its Group companies. He is expected to execute duties as a Director
who is 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 aDirector who is an Audit & Supervisory Committee Member.
(Notes)1. There are no special interests between the candidate and the Company.
2. As of January 1, 2019, Nishimoto Trading Co., Ltd. has merged with Wismettac Foods, Inc., withNishimoto Trading Co., Ltd. as surviving company and Wismettac Foods, Inc. as dissolved company.
Effective January 1, 2019, Nishimoto Trading Co., Ltd. changed its trade name to Wismettac Foods,Inc.

-5-

Proposal No. 3: Election of the Accounting Auditor
The term of office of Deloitte Touche Tohmatsu LLC will expire at the conclusion of this year’s Annual
General Meeting of Shareholders. Accordingly, the election of a new Accounting Auditor is proposed.
This Proposal is pursuant to the determination made by the Audit & Supervisory Committee.
In addition, the Audit & Supervisory Committee decided to nominate Ernst & Young ShinNihon LLC as a
candidate because the current Accounting Auditor has been engaged in this position over many years.
Therefore, based on prospect that the Company can expect audits to be conducted from a new perspective byappointing Ernst & Young ShinNihon LLC, it reached a conclusion that Ernst & Young ShinNihon LLC isqualified for the position after comprehensively considering about the expertise, independency, eligibility
and quality control system of Ernst & Young ShinNihon LLC.
The candidate for the Accounting Auditor is as follows:

NameLocation of theprincipal office

Corporate History

Corporate Profile(As of December 31, 2018)
Ernst & Young ShinNihon LLC
1-1-2 Yurakucho, Chiyoda-ku, Tokyo
Tokyo Midtown Hibiya, Hibiya Mitsui Tower
January 1967
Established Tetsuzo Ota & Co.
December 1969 Established Showa Audit Corporation
October 1985
Tetsuzo Ota & Co. and Showa Audit Corporation were merged toform Showa Ota & Co.
January 1986
Established Century Audit Corporation
April 2000
Showa Ota & Co. and Century Audit Corporation were merged toform Century Ota Showa & Co.
July 2001
Renamed to Shin Nihon & Co.
July 2008
Renamed to Ernst & Young ShinNihon LLC, following the shift to alimited liability company
July 2018
Renamed (Japanese name only)
Capital¥1,019 million
Members
Certified Public(persons)
Accountants (CPAs)
3,193
Partly-qualified
Accountants
853
Others
1,353
Total
5,399
Number of audit
clients
3,948(Note)
If Ernst & Young ShinNihon LLC is elected as originally planned, the Company and Ernst & Young
ShinNihon LLC will enter into an agreement in accordance with the provisions of Article 427, Paragraph 1of the Companies Act to limit the liability pursuant to Article 423, Paragraph 1 of the said Act. Themaximum amount of liability pursuant to the agreement is the minimum amount stipulated by laws andregulations.

-6-

Proposal No. 4: Granting of Retirement Benefits to a Retiring DirectorMr. Shinji Takahashi, Director who is an Audit & Supervisory Committee Member, will resign from hisposition at the conclusion of this year’s Annual General Meeting of Shareholders. To reward his service
during his term of office, we propose that retirement benefits be granted to him within a fair amountaccording 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:
NameShinji Takahashi

Career Summary
March 2016

Director (Full-time Audit & Supervisory CommitteeMember), the Company (current position)-7-