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 13, 2020
To our shareholders:Hiroyuki Otomo, Representative Director, President
WARABEYA NICHIYO HOLDINGS CO., LTD.
13-19, Tomihisa-cho, Shinjuku-ku, Tokyo, Japan

Notice of the 56th Annual General Meeting of Shareholders
You are cordially invited to attend the 56th Annual General Meeting of Shareholders of WARABEYA NICHIYOHOLDINGS 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 27, 2020 (JST).
1. Date and Time: Thursday, May 28, 2020 at 10:00 a.m. (JST)(Reception starts at 9:00 a.m.)
2. Venue:
Royal Hall II, 3F, RIHGA Royal Hotel Tokyo
1-104-19 Totsuka-machi, Shinjuku-ku, Tokyo, Japan
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 56th fiscal year (from March 1,2019 to February 29, 2020), and the results of audits of the Consolidated Financial Statements by theFinancial Auditor and the Audit & Supervisory Committee
2. The Non-consolidated Financial Statements for the 56th fiscal year (From March 1, 2019 to February 29,2020)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Five Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
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 FinancialStatements audited by the Audit & Supervisory Committee 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’s
website.

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- 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).
- Note that gifts will not be provided to shareholders who attend the general meeting of shareholders.
We appreciate your understanding in advance.

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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: ¥704,552,480
3.
Effective date of dividends of surplus
May 29, 2020-3-Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reason for the amendments
In order to prepare for future expansion of the scope of our business and business development into new fields,
business purposes are to be added and changed in Article 2 (Purpose) of the current Articles of Incorporation.
With the above changes, we will renumber certain articles and make other necessary changes.
2. Details of the amendments
Details of the amendments are as follows.
(Underlined portions indicate amendments.)
Proposed Amendments

Current Articles of Incorporation(Purpose)
Article 2The purpose of the Company shall be to own the shares orequity of a company or companies engaged in the following
businesses, as well as those of a foreign company or foreigncompanies engaged in equivalent businesses, thereby having
control over or managing the business activities of suchcompanies, and also to engage in the following businessactivities.
(1)–(3) (Omitted)(4) Manufacturing, sale and leasing of machinery for
production and processing of food products and kitchenequipment<Newly established>(5)–(29) (Omitted)<Newly established><Newly established>(30)–(35) (Omitted)(Purpose)
Article 2
The purpose of the Company shall be to own the shares or
equity of a company or companies engaged in the following
businesses, as well as those of a foreign company or foreigncompanies engaged in equivalent businesses, thereby having
control over or managing the business activities of suchcompanies, and also to engage in the following businessactivities.
(1)–(3) (Unchanged)(4) Manufacturing, sale, maintenance, management andleasing of machinery and equipment(5) Secondhand goods dealer business under Secondhand
Articles Dealer Act(6)–(30) (Unchanged)(31) Providing educational training to foreign nationals withspecified skilled worker status, etc. and operation ofeducational training facilities(32) Providing educational consulting and counseling services
to foreign nationals with specified skilled worker status,etc.
(33)–(38) (Unchanged)-4-

Proposal No. 3

Election of Five Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)

The terms of office of all currently serving Directors (excluding Directors who are Audit & Supervisory Committee
Members; applicable to the rest of this proposal) will expire at the conclusion of this annual general meeting ofshareholders. Therefore, the Company proposes the election of five Directors.
In addition, having considered this proposal, the Audit & Supervisory Committee has determined that thenominations are appropriate.
The candidates for Director are as follows.
Candidate
No.

Name(Date of birth)

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

Hiroyuki Otomo(January 30, 1962)
Reelection
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 Director
May 2003
Managing Director and Head of Administrative
Management Headquarters
Oct. 2005
Director
Representative 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 tothe further growth of the Group and the improvement of corporate value.

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Name(Date of birth)

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

Hideo Tsuji(January 21, 1964)
Reelection
2

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.
May 2018
Director, Managing Executive Officer, incharge of international business and supervising
Corporate Planning Dept. and Quality
Assurance Dept. of the Company
Mar. 2019
Director, Senior Managing Executive Officer,
in charge of international business andsupervising Corporate Planning Dept. andQuality Assurance Dept.
Mar. 2020
Director, Executive Vice President, in charge ofinternational business and supervising
Corporate Planning Dept. and Quality
Assurance Dept. (current position)
Director, Executive Vice President of Warabeya
Nichiyo Co., Ltd. (current position)(Significant concurrent positions outside the Company)
Director, Executive Vice President of Warabeya Nichiyo Co.,
Ltd.

Number of theCompany’s shares
owned

2,600 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. He has served as Director and Senior Managing Executive
Officer of the Company since 2019, and as Director and Executive Vice President since 2020, and has knowledge andexperience 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 and theimprovement of corporate value.

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Name(Date of birth)

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

Tsunehisa Shirai(March 16, 1964)
Reelection
3

Joined the Company
General Manager of Products Dept., Capital
Region 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 ProductsHeadquarters
Dec. 2015
Managing Director and Head of Capital Region
Business Headquarters
Sept. 2016
Director, Managing Executive Officer
Director, Managing Executive Officer ofWarabeya Nichiyo Co., Ltd. (current position)
May 2018
Director, Managing Executive Officer in chargeof Domestic Food Products Business of theCompany (current position)(Significant concurrent positions outside the Company)
Director, Managing Executive Officer of Warabeya Nichiyo Co.,
Ltd.

Number of theCompany’s shares
owned

5,600 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, andDirector and Managing Executive Officer since 2016, and has knowledge and experience necessary for the sound andappropriate management of the Group. The Company proposes his election because it is expected that he will utilize hisexperience to contribute to the further growth of the Group and the improvement of corporate value.

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No.

Name(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Jan. 2004
May 2007

Naoshi Asano(August 7, 1962)
Reelection
4

Joined the Company
General Manager of Accounting and FinanceDept., Administrative Management
Headquarters
May 2009
Director and General Manager of Accountingand Finance Dept., Administrative Management
Headquarters
Sept. 2016
Director, Managing Executive Officer,supervising Group Administration Dept. andFinancial Planning Dept.
Director, Managing Executive Officer ofWarabeya Nichiyo Co., Ltd. (current position)
Mar. 2019
Director, Managing Executive Officer,
supervising General Affairs Dept., Human
Resources Dept. and Financial Planning Dept.
of the Company
Aug. 2019
Director, Managing Executive Officer, General
Manager of Financial Planning Dept.,
supervising General Affairs Dept. and Human
Resources Dept. (current position)(Significant concurrent positions outside the Company)
Director, Managing Executive Officer of Warabeya Nichiyo Co.,
Ltd.

Number of theCompany’s shares
owned

3,700 shares[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.
Jan. 2010
Joined the CompanyMar. 2015
General Manager of Beijing Want-Yang FoodsLtd.
Masahide Ebata(September 25, 1973)
May 2018
Executive Officer, General Manager of
1,000 shares
Corporate Planning Dept. of the Company
New election(current position)
5Sept. 2019
Representative Director, President of Prosystas
Co., Ltd.
[Reasons for nomination]
Masahide Ebata has been involved in the international business and in corporate planning of 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.
(Note) There is no special interest between any of the candidates and the Company.

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