October 16, 2020
For Immediate Release
Company Name:NICHIIGAKKAN CO., LTD.

Representative:

Nobusuke Mori, Representative Director, President andInquiries:

Chief Executive Officer(Securities Code: 9792, First Section of the Tokyo
Stock Exchange)
Mitsuo Kaise, Senior Executive Officer andAdministrative Executive Division Director(CAO)

Tel:

03-3291-3954

Notice Regarding Resolutions to Approve Share Consolidation, Partial Amendment of Articles of Incorporation,and Appointment of Directors and Statutory Auditors

We hereby inform you as follows that, as we informed you in the “Notice Regarding Share Consolidation, Abolishment ofProvision on Share Units, Partial Amendment of Articles of Incorporation, and Appointment of Directors and Statutory
Auditors” released on September 15, 2020 (the “September 15, 2020 Company Press Release”), at an extraordinary generalshareholders meeting held today (“Extraordinary General Shareholders Meeting”), the Company proposed resolutions
regarding a share consolidation, partial amendment of the Articles of Incorporation, and the appointment of directors andstatutory auditors, and each of the resolutions was passed as in the original drafts.
As a result, the Company’s common shares (“Shares”) will satisfy the criteria for delisting specified in the securities listing
rules of the Tokyo Stock Exchange, Inc. (“Tokyo Stock Exchange”). For this reason, after the Shares have been designatedas a delisted issue for the period from October 16, 2020 to November 4, 2020, the Shares are scheduled to be delisted on
November 5, 2020. Please remember that after the delisting it will not be possible to trade Shares on the first section of theTokyo Stock Exchange.

１．Proposal 1 (Share Consolidation)
As we informed you in the September 15, 2020 Company Press Release, the Company held the Extraordinary GeneralShareholders Meeting to receive necessary approval regarding a share consolidation under the following terms (“ShareConsolidation”).
(i) Class of shares to be consolidated
Common shares(ii) Consolidation ratio
Every 16,303,849 shares of the Shares will be consolidated into one share.
(iii) Reduction in total number of outstanding shares
65,282,507 shares(iv) Total number of outstanding shares prior to effect65,282,511 shares (Note 1)(Note 1) The total number of outstanding shares prior to effect will be the number of issued shares of the Company1as of June 30, 2020 (73,017,952 shares) set forth in the “First Quarterly Report for the 49th Business Year”
released by the Company on August 13, 2020 less the number of treasury shares that the Company holds asof September 3, 2020 (7,735,441 shares), which are scheduled to be retired on November 6, 2020, in
accordance with the resolution of the meeting of the Board of Directors held on September 15, 2020.
(v) Total number of outstanding shares after effect4 shares(vi) Total number of authorized shares as of effective date
16 shares(vii) Method of processing fractional shares less than one share and amount of cash expected to be delivered toshareholders through such processing
It is planned that, through the Share Consolidation, the Shares held by shareholders other than K.K. BCJ-44(“Tender Offeror”) and Meiwa Corporation (“Meiwa”) will become fractional shares less than one share.
With respect to fractional shares less than one share arising from the Share Consolidation, shares equal to the total
number (if the total number includes a fraction of less than one share, such fraction will be discarded) will be sold,and the proceeds obtained through such sale will be delivered to shareholders in proportion to their fractional shares.
With respect to such sale, it is planned that the shares will be sold to the Tender Offeror with the permission of thecourt pursuant to the provisions of Article 234, paragraph (2) of the Companies Act applied mutatis mutandis underArticle 235, paragraph (2) of the same Act, or purchased by the Company with the permission of the court pursuant
to the provisions of Article 234, paragraph (4) of the Companies Act applied mutatis mutandis under Article 235,paragraph (2) of the same Act.
The sale price in such case, if the above permission of the court is obtained as planned, is planned to be set at aprice that makes it possible to deliver to each shareholder cash in the amount obtained by multiplying the number ofShares held by the shareholder by JPY1,670, which is the same amount as the Tender Offer Price.

２．Proposal 2 (Partial Amendment of Articles of Incorporation)
When the Share Consolidation takes effect, in accordance with Article 182, paragraph (2) of the Companies Act, theCompany’s total number of authorized shares will be reduced to 16 shares. To clarify this point, subject to the Share
Consolidation taking effect, Article 6 (Total Number of Authorized Shares) of the Articles of Incorporation will beamended.
When the Share Consolidation takes effect, the Company’s total number of outstanding shares will be 4 shares, andit will cease to be necessary to specify the number of shares in a share unit. Subject to the Share Consolidation takingeffect, in order to abolish the provision that currently makes 100 shares the share unit for the Shares, the entire text ofArticle 8 (Number of Shares in Share Unit), Article 9 (Rights of Shareholders of Less Than One Share Unit), and Article
10 (Demand for Sale of Shares Less Than One Share Unit) of the Articles of Incorporation will be deleted, Article 12(Share Handling Rules) will be amended, and in conjunction with the amendment the article numbers will be shifted up.
Please refer to the September 15, 2020 Company Press Release for the particulars etc. of the partial amendment ofthe Articles of Incorporation.
Subject to the Share Consolidation taking effect, these amendments of the Articles of Incorporation are scheduled totake effect on November 9, 2020, which is the effective date of the Share Consolidation.

３．Proposal 3 (Appointment of 2 Directors)(i) Reasons for Appointment of Directors
To enhance management systems in light of management challenges going forward.
2With respect to the appointment of these directors, provided that the proposal for the Share Consolidation isapproved as in the current draft at the Extraordinary General Shareholders Meeting, the change will take effect on
October 16, 2020.
(ii) Candidates for Directors
Name

Ryuto Kobayashi

Date of birth

October 30, 1976

Category

New appointment
March 1999

Graduated from Keio University, the Faculty of Law, the Departmentof Law

April 1999

Joined Mitsubishi Corporation

October 2000

Joined Accenture Japan Ltd.

May 2008

Graduated from Harvard Bsuiness School

August 2008

Joined Bain Capital Private Equity (Japan), LLC

July 2012

Statutory Auditor, Jupiter Shop Channel Co., Ltd.

May 2017

Director, Ooedo Onsen Monogatari Co., Ltd.

June 2017

Director, Ooedo Onsen Monogatari Group Co., Ltd. (to present)

January 2018

Managing Director, Bain Capital Private Equity (Japan), LLC (toBiographiespresent)
May 2018

Director, Ooedo Onsen Monogatari Hotel & Resorts Co., Ltd. (topresent)

August 2020Number of shares
heldNameDirector, GABA Corporation (to present)―Shunsuke Nakahama

Date of birth

March 15, 1977

Category

New appointment
March 1999

Graduated from the University of Tokyo, the Faculty of Engineering,the Department of Civil Engineering

March 2002

Graduated from the University of Tokyo, the Graduate School ofEngineering, the Department of Civil Engineering

Biographies

April 2002

Joined McKinsey & Company Incorporated Japan

April 2010

Operating Partner, Bain Capital Private Equity (Japan), LLC (to present)

December 2015

Outside Director, Domino’s Pizza Japan, Inc.

April 2016

Director, Yukiguni Maitake Co., Ltd. (to present)

August 2018Outside Statutory Auditor, Toshiba Memory Corporation

March 2019

Outside Statutory Auditor, Toshiba Memory Holdings Corporation(currently: Kioxia Holding Corporation)

September 2019

Director, Cheetah Digital Co., Ltd. (currently: EmberPoint Co., Ltd.) (topresent)

Number of shares
heldApril 2020

Director, Showa Aircraft Industry Co., Ltd. (to present)

August 2020

Director, GABA Corporation (to present)―3

４．Proposal 4 (Appointment of 2 Statutory Auditors)(i) Reasons for Appointment of Statutory Auditors
To enhance management systems in light of management challenges going forward.
With respect to the appointment of these Statutory Auditors, provided that the proposal for the Share Consolidation
is approved as in the current draft at the Extraordinary General Shareholders Meeting, the change will take effect onOctober 16, 2020.
(ii) Candidates for Statutory Auditors
Name

Junichi Takami

Date of birthJune 29, 1980

Category

New appointment

Biographies

Number of shares
heldName

March 2003

Graduated from the University of Tokyo, the Faculty of Economics

April 2003

Joined the Ministry of Economy, Trade and Industry

August 2011

Joined McKinsey & Company Incorporated Japan

April 2020

Joined Bain Capital Private Equity (Japan), LLC (to present)

June 2020

Outside Statutory Auditor, Showa Aircraft Industry Co., Ltd. (to present)―

Komi Kyu

Date of birthAugust 16,1984

Category

New appointment
September 2009

Graduated from the University of California, Los Angeles

April 2010

Joined Boston Consulting GroupMay 2015

Joined Bain Capital Private Equity (Japan), LLC (to present)

September 2020

Statutory Auditor, GABA Corporation (to present)

Biographies

Number of shares
held―

５．Schedule of Share Consolidation(i) Date of extraordinary general shareholders meeting

October 16, 2020 (Friday)(ii) Delisted stock designation date

October 16, 2020 (Friday)(iii) Final trading date for Shares

November 4, 2020 (Wednesday) (Tentative)(iv) Date of delisting of Shares

November 5, 2020 (Thursday) (Tentative)(v) Effective date of Share Consolidation

November 9, 2020 (Monday) (Tentative)
End4