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: 2918
May 9, 2018
To our shareholders:Hiroyuki Otomo, Representative Director, President
Warabeya Nichiyo Holdings Co., Ltd.
13-19, Tomihisa-cho, Shinjuku-ku, Tokyo, Japan

Notice of the 54th Annual General Meeting of Shareholders
You are cordially invited to attend the 54th Annual General Meeting of Shareholders of Warabeya Nichiyo
Holdings Co., Ltd. (the “Company”), which will be held as indicated below.
If you are unable to attend the Meeting in person, you may exercise your voting rights in writing or via the internet,etc. Please review the attached Reference Documents for General Meeting of Shareholders, and then exercise yourvoting rights by 6:00 p.m. on Wednesday, May 23, 2018 (JST).
1. Date and Time: Thursday, May 24, 2018 at 10:00 a.m. (JST)(Reception starts at 9:00 a.m.)
2. Venue:
Royal Hall, 3F, RIHGA Royal Hotel Tokyo
1-104-19 Totsuka-machi, Shinjuku-ku, Tokyo, Japan(The venue has changed from the previous year.)
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 54th fiscal year (from March 1,2017 to February 28, 2018), and the results of audits of the Consolidated Financial Statements by theFinancial Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 54th fiscal year (From March 1, 2017 to February 28,2018)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors
4. Other Decisions on the Convocation(1) Voting by proxyIf you are unable to attend the Meeting in person, you can have another shareholder with voting rights
attend the Meeting as a proxy. However, please note that it is necessary to submit a document certifying
proxy authority.
(2) Please note if you exercise your voting rights both in writing and via the internet, your voting via theinternet shall prevail.
(3) If you exercise your voting rights more than once via the internet, only the last vote shall be deemed
effective.
--

If you attend the Meeting in person, please submit the enclosed voting form at the reception desk.
Of the documents attached to this Notice, “Notes to Consolidated Financial Statement” and “Notes to Non-consolidated FinancialStatements” are posted on the Company’s website (http://www.warabeya.co.jp/, in Japanese only) in accordance with laws andregulations, and the provision in Article 15 of the Company’s Articles of Incorporation. Therefore, they are not included in thisNotice of the Annual General Meeting of Shareholders. The Consolidated Financial Statements and the Non-consolidated Financial
Statements audited by Audit & Supervisory Board Members and Financial Auditor consist of the documents included in this Noticeand “Notes to Consolidated Financial Statement” and “Note to Non-consolidated Financial Statements” posted on the Company’swebsite.
If any revisions are made to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Nonconsolidated Financial Statements and the Consolidated Financial Statements, they will be posted on the Company’s website(http://www.warabeya.co.jp/, in Japanese only).

-1-

-We will not be handing out gifts to shareholders who attend the General Meeting of Shareholders from this year.
We appreciate your understanding in advance.

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

Appropriation of Surplus

The Warabeya Nichiyo Group (the “Group”) regards the appropriate return of profit to its shareholders as animportant management policy and it has made its basic policy to implement dividends with a targeted consolidated
dividend payout ratio of 25%. After considering its business performance for the fiscal year as well as giving
regard to stable dividends payment etc. from the perspective of placing importance on the return of profit toshareholders, the Company proposes to pay year-end dividends for the fiscal year as follows:
Year-end dividends
1.
Type of dividend property
To be paid in cash.
2.
Allotment of dividend property to shareholders and their aggregate amount¥40 per common share of the Company
Total payment: ¥704,560,320
3.
Effective date of dividends of surplus
May 25, 2018-3-

Proposal No. 2

Election of Six Directors

The terms of office of all currently serving Directors will expire at the conclusion of this annual general meeting ofshareholders. Therefore, the Company proposes the election of six Directors.
The candidates for Director are as follows:
CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Jan. 1988
May 1991

Hiroyuki Otomo(January 30, 1962)
1

Joined Nichiyo Co., Ltd.
Director and Assistant General Manager ofGourmet Business Dept. of the CompanyMar. 1992
Director and General Manager in charge ofDelicatessen, Sales Dept.
May 1998
Managing DirectorMay 2003
Managing Director and Head of Administrative
Management HeadquartersOct. 2005
DirectorRepresentative Director, President of NichiyoCo., Ltd.
May 2009
Managing Director and Head of General
Business Headquarters of the Company
Aug. 2011
Executive Director and Head of General
Business Headquarters
Mar. 2012
Executive Director and Head of Production
Headquarters
Apr. 2014
Representative Director, Vice President andHead of Production Headquarters
May 2015
Representative Director, President (currentposition)
Sept. 2016
Representative Director, President of Warabeya
Nichiyo Co., Ltd. (current position)(Significant concurrent positions outside the Company)
Representative Director, President of Warabeya Nichiyo Co.,
Ltd.

Number of theCompany’s shares
owned

520,800 shares[Reasons for nomination]
Hiroyuki Otomo has accumulated experience and achievements in various fields including sales, production andmanagement in the Group, and has been involved in business management. He has served as Representative Directorand President of the Company since 2015 and has abundant experience in business and corporate management of theCompany. The Company proposes his election because it is expected that he will utilize his experience to contribute to
the further growth of the Group and the improvement of corporate value.

-4-CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Dec. 1987
Oct. 2004

Tsunehisa Shirai(March 16, 1964)
23

Joined the Company
General Manager of Products Dept., CapitalRegion Business Headquarters
May 2006
Director and Deputy Head of Capital Region
Business Headquarters
May 2007
Director and Head of Capital Region BusinessHeadquarters, General Business Headquarters
Mar. 2010
Director and Deputy Head of General BusinessHeadquarters
Mar. 2012Managing Director and Head of Products
Headquarters
Dec. 2015
Managing Director and Head of Capital Region
Business Headquarters
Sept. 2016
Director, Managing Executive Officer (currentposition)
Director, Managing Executive Officer ofWarabeya Nichiyo Co., Ltd. (current position)(Significant concurrent positions outside the Company)
Director, Managing Executive Officer of Warabeya Nichiyo Co.,
Ltd.

Number of theCompany’s shares
owned

4,400 shares[Reasons for nomination]
Tsunehisa Shirai has been involved in sales, production and product development in the Group, and has accumulated
experience and achievements in various fields. He has served as Managing Director of the Company since 2012 and has
knowledge and experience necessary for the sound and appropriate management of the Group. The Company proposes
his election because it is expected that he will utilize his experience to contribute to the further growth of the Group andthe improvement of corporate value.
Jan. 2004
Joined the CompanyMay 2007
General Manager of Accounting and FinanceDept., Administrative Management
Headquarters
May 2009
Director and General Manager of Accounting
and Finance Dept., Administrative Management
Headquarters
Naoshi Asano
3,600 shares
Sept. 2016
Director, Managing Executive Officer,(August 7, 1962)supervising Group Administration Dept. andFinancial Planning Dept. (current position)
Director, Managing Executive Officer ofWarabeya Nichiyo Co., Ltd. (current position)(Significant concurrent positions outside the Company)
Director, Managing Executive Officer of Warabeya Nichiyo Co.,Ltd.
[Reasons for nomination]
Naoshi Asano has been involved in accounting, finance, and general affairs in the Group, and has accumulated
experience and achievements in various fields. He has served as Director and Managing Executive Officer of theCompany since 2016 and has knowledge and experience necessary for the sound and appropriate management of theGroup. The Company proposes his election because it is expected that he will utilize his experience to contribute to thefurther growth of the Group and the improvement of corporate value.

-5-CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the CompanyFeb. 1997

*Hideo Tsuji(January 21, 1964)
45

6

Joined Nichiyo Carry Co., Ltd. (currentlyBestrans Co., Ltd.)May 2003
Director, Head of Sales Headquarters andGeneral Manager of Business Promotion Dept.
May 2006
Managing Director
May 2011
Representative Director, President of Warabeya
Hokkaido Co., Ltd.
Mar. 2013
Representative Director, President of Warabeya
Tokai Co., Ltd.
May 2016
Representative Director, President of Warabeya
Kansai Co., Ltd. (currently Warabeya NichiyoCo., Ltd.)
Sept. 2016
Director, Executive Officer and Head ofWestern Japan Business Headquarters
June 2017
Director, Executive Officer and General
Manager of International Business Dept.,
supervising Quality Assurance Dept. (currentposition)(Significant concurrent positions outside the Company)
Director, Executive Officer of Warabeya Nichiyo Co., Ltd.

Number of theCompany’s shares
owned

1,700 shares[Reasons for nomination]
Hideo Tsuji has been involved in sales, production, quality assurance, international business in the Group, and has
accumulated experience and achievements in various fields. The Company proposes his election because it is expectedthat he will utilize his experience to contribute to the further growth of the Group and the improvement of corporate
value.
Apr. 1965
Joined Morinaga Milk Industry Co., Ltd.
June 1997
Director
June 2003
President
Koichi Furukawa
1,000 shares(September 16, 1942)
June 2012
Senior Advisor
May 2015
Outside Director of the Company (currentposition)[Reasons for nomination]
Koichi Furukawa supervises and provides advice for the management of the Group as outside Director utilizing hisdeep insight and extensive experience as a corporate manager that he has cultivated through the positions as Presidentof Morinaga Milk Industry Co., Ltd., etc. Therefore, the Company proposes his election.
Apr. 1979
Joined Ministry of Agriculture, Forestry andFisheries (Livestock Industry Bureau)
Aug. 2011
Councillor (Deputy Director-General, Food
Safety and Consumer Affairs Bureau),
Minister’s Secretariat
Sept. 2012
Director General of the Food Safety
Commission Secretariat, Cabinet Office
Sept. 2016
Advisor of Japan Livestock Industry
Takashi Himeda
200 shares
Association(June 15, 1955)
Nov. 2016
General AdvisorMay 2017
Outside Director of the Company (currentposition)
June 2017
Vice Chairman of Japan Livestock Industry
Association (current position)(Significant concurrent positions outside the Company)
Vice Chairman of Japan Livestock Industry Association[Reasons for nomination]
Takashi Himeda has never been directly involved in the management of a company. However, he played a leading rolein the fields of administration of livestock and food safety and hygiene at the Ministry of Agriculture, Forestry andFisheries and the Cabinet Office, and has deep insight and extensive experience. He actually supervises and provides
advice for the management of the Group as outside Director. Therefore, the Company proposes his election.

-6-(Notes)

1.
2.
3.
4.

There is no special interest between any of the candidates for Director and the Company.
New candidate for Director is indicated by an asterisk (*).
Koichi Furukawa and Takashi Himeda are candidates for outside Director.
At the conclusion of this annual general meeting of shareholders, Koichi Furukawa’s tenure as outside Director of theCompany will have been three years. At the conclusion of this annual general meeting of shareholders, Takashi
Himeda’s tenure as outside Director of the Company will have been one year.
5. The Company has entered into a limited liability agreement with Koichi Furukawa and Takashi Himeda, pursuant to theprovisions of Article 427, paragraph 1 of the Companies Act and Article 29 of the Company’s Articles of Incorporation.
The maximum amount of liability for damages under this agreement is the minimum liability amount provided for underlaws and regulations, and if they are reelected, the Company plans to renew the aforementioned agreement with them.
6. The Company has submitted notification to the Tokyo Stock Exchange that Koichi Furukawa and Takashi Himeda havebeen appointed as independent officers as provided for by the aforementioned exchange. If they are reelected, theCompany plans for their appointment as independent officers to continue.

-7-