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 12, 2021
To our shareholders:Hiroyuki Otomo, Representative Director, President
WARABEYA NICHIYO HOLDINGS CO., LTD.
13-19, Tomihisa-cho, Shinjuku-ku, Tokyo, Japan

Notice of the 57th Annual General Meeting of Shareholders
We are pleased to announce the 57th 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 26, 2021 (JST).
1. Date and Time: Thursday, May 27, 2021 at 10:00 a.m. (JST)(Reception starts at 9:00 a.m.)Royal Hall II, 3F, RIHGA Royal Hotel Tokyo
2. Venue: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 57th fiscal year (from March 1, 2020
to February 28, 2021), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Committee
2. The Non-consolidated Financial Statements for the 57th fiscal year (From March 1, 2020 to February 28,
2021)
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)
Proposal No. 4
Election of Four 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 proxyauthority.
(2) Please note if you exercise your voting rights both in writing and via the internet, your voting via the internet
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 Financial
Statements” are posted on the Company’s website (https://www.warabeya.co.jp/ja/index.html, in Japanese only) in accordance withlaws and regulations, and the provision in Article 15 of the Company’s Articles of Incorporation. Therefore, they are not included inthis Notice of the Annual General Meeting of Shareholders. The Consolidated Financial Statements and the Non-consolidated
Financial Statements audited by the Audit & Supervisory Committee and Financial Auditor consist of the documents included in thisNotice and “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(https://www.warabeya.co.jp/ja/index.html, 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.

-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 to shareholders,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 28, 2021

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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 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)–(32) (Omitted)<Newly established>(33)–(38) (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)–(32) (Unchanged)(33) Education and training business(34)–(39) (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 Company
Jan. 1988
May 1991

Hiroyuki Otomo(January 30, 1962)
Reelection
1

Joined Nichiyo Co., Ltd.
Director and Assistant General Manager ofGourmet Business Dept. of the Company
Mar. 1992
Director and General Manager in charge of
Delicatessen, 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 (current
position)
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 Director
and 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.

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Candidate
No.

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. (currently
Bestrans 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

3,300 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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Candidate
No.

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)
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 Business
Headquarters, General Business Headquarters
Mar. 2010
Director and Deputy Head of General Business
Headquarters
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
Director, Managing Executive Officer of
Warabeya Nichiyo Co., Ltd. (current position)
May 2018
Director, Managing Executive Officer in chargeof Domestic Food Products Business of theCompany (current position)
Sept. 2020
Representative Director, President of Nichiyo
Fresh Co., Ltd. (current position)(Significant concurrent positions outside the Company)
Director, Managing Executive Officer of Warabeya Nichiyo Co.,
Ltd.
Representative Director, President of Nichiyo Fresh Co., Ltd.

Number of theCompany’s sharesowned

6,400 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, 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 his
experience to contribute to the further growth of the Group and the improvement of corporate value.

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Candidate
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 Accounting
and Finance Dept., Administrative Management
Headquarters
Sept. 2016
Director, Managing Executive Officer,
supervising Group Administration Dept. andFinancial Planning Dept.
Director, Managing Executive Officer of
Warabeya 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

3,800 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 Company
Mar. 2015
General Manager of Beijing Want-Yang Foods
Ltd.
May 2018
Executive Officer, General Manager ofMasahide Ebata
Corporate Planning Dept. of the Company(September 25, 1973)
1,200 shares
Sept. 2019
Representative Director, President of Prosystas
Reelection
Co., Ltd.
5
May 2020
Director, Executive Officer and General
Manager of Corporate Planning Dept. of theCompany (current position)[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.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. The Group has entered into a directors and officers liability insurance policy as stipulated in Article 430-3, paragraph (1)of the Companies Act with an insurance company, with Directors and Audit & Supervisory Board Members of the Group
companies as the insureds, and plans to renew the policy in June 2021. If the election of each candidate is approved andadopted in this proposal, they will continue to be insureds.
i) Summary of insurance incidents covered
The policy covers losses that may arise from the insured’s assumption of liability incurred in the course of theperformance of duties as an officer or a person at a certain position, or receipt of claims pertaining to the pursuit ofsuch liability.
ii) Insurance premiums
Insurance premiums are paid in full by the Company.

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Proposal No. 4

Election of Four Directors Who Are Audit & Supervisory Committee Members

The terms of office of all currently serving Directors who are Audit & Supervisory Committee Members will expire
at the conclusion of this annual general meeting of shareholders. Therefore, the Company proposes the election offour Directors who are Audit & Supervisory Committee Members.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
The candidates for Director who is an Audit & Supervisory Committee Member are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Apr. 2007
May 2011
May 2013

Mikio Imura(December 20, 1956)
Reelection
1

2

Joined the Company
General Manager of Corporate Strategy Dept.
Full-Time Audit & Supervisory Board Member
Audit & Supervisory Board Member of
Warabeya Kansai Co., Ltd. (currently Warabeya
Nichiyo Co., Ltd.) (current position)
May 2019
Director of the Company (Full-Time Audit &Supervisory Committee Member) (current
position)(Significant concurrent positions outside the Company)
Audit & Supervisory Board Member of Warabeya Nichiyo Co.,
Ltd.

Number of theCompany’s shares
owned

2,400 shares[Reasons for nomination]
Mikio Imura has experience in the corporate planning department of the Company as well as experience in financial
institutions, and has conducted audits for the overall management of the Group as an Audit & Supervisory Board
Member. Based on this abundant knowledge and experience, the Company believes that he is capable of appropriately
fulfilling his duties as a Director who is an Audit & Supervisory Committee Member, and proposes his election.
Apr. 1979
Joined Ministry of Agriculture, Forestry and
Fisheries (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
Association(June 15, 1955)
600 sharesNov. 2016
General Advisor
Reelection
May 2017
Outside Director of the Company
June 2017
Vice Chairman of Japan Livestock Industry
Association (current position)
May 2019
Outside Director of the Company (Audit &Supervisory Committee Member) (current
position)(Significant concurrent positions outside the Company)
Vice Chairman of Japan Livestock Industry Association[Reasons for nomination and summary of expected roles as outside Director]
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 at the Ministry of Agriculture, Forestry and Fisheries and the
Cabinet Office, and has since supervised and provided advice for the management of the Group as outside Director.
Based on his extensive knowledge and experience, the Company expects him to monitor and supervise the managementof the Group from an independent viewpoint.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
and significant concurrent positions outside the Company
Apr. 1978
Apr. 2000

3

4(Notes)

1.
2.
3.
4.

5.

6.

7.

Number of theCompany’s shares
ownedJoined Ajinomoto Co., Inc.
President of Ajinomoto Frozen Foods USA,Inc.
Hidetora Yoshimine
Apr. 2008
Executive Officer, General Manager of Food
(October 22, 1954)
0 sharesService Delicatessen Dept. of Ajinomoto Co.,Inc.
New election
Jun. 2011
Representative Director, President of
Ajinomoto Frozen Foods Co., Inc.
Jun. 2019
Retired from Ajinomoto Frozen Foods Co., Inc.
[Reasons for nomination and summary of expected roles as outside Director]
Hidetora Yoshimine has been involved in the management of the Ajinomoto Group as an executive for many years,
including eight years as Representative Director, President of Ajinomoto Frozen Foods Co., Inc. Based on his extensive
knowledge and experience as a manager of a food company, the Group expects him to monitor and supervise themanagement of the Group from an independent viewpoint.
Apr. 2000
Registered as an attorney at law (Daini Tokyo
Bar Association)
Joined MINORI SOGO LAW OFFICES
Aug.
2012
Established
SHIKI-NO-KAZE LAW GROUP
Shio Harada(current
position)(May 3, 1974)
0 shares
Apr. 2016
Specially Appointed Professor, Law School of
New election
Rikkyo University
Apr. 2020
Practicing attorney professor for civil advocacy,
The Legal Training and Research Institute,
Supreme Court of Japan (current position)[Reasons for nomination and summary of expected roles as outside Director]
Shio Harada has been active as an attorney at law for many years in the field of corporate compliance, including laborand harassment issues. She has never been directly involved in the management of a company. However, based on her
extensive knowledge and experience as a legal expert, the Group expects her to monitor and supervise the managementof the Group from an independent viewpoint.
There is no special interest between any of the candidates and the Company.
Takashi Himeda, Hidetora Yoshimine and Shio Harada are candidates for outside Director who is an Audit & Supervisory
Committee Member.
At the conclusion of this annual general meeting of shareholders, Takashi Himeda’s tenure as outside Director of theCompany will have been four years.
The Company has entered into a limited liability agreement with Mikio Imura and Takashi Himeda, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act and Article 32 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 elected, the Company plans to renew the aforementioned agreement with them.
If Hidetora Yoshimine and Shio Harada are elected, the Company plans to enter into an agreement with them to limit their
liability for damages under Article 427, paragraph (1) of the Companies Act and Article 32 of the Company’s Articles ofIncorporation. The maximum amount of liability for damages under this agreement is the minimum liability amountprovided for under laws and regulations.
The Group has entered into a directors and officers liability insurance policy as stipulated in Article 430-3, paragraph (1)of the Companies Act with an insurance company, with Directors and Audit & Supervisory Board Members of the Group
companies as the insureds, and plans to renew the policy in June 2021. If the election of each candidate is approved andadopted in this proposal, Mikio Imura and Takashi Himeda will continue to be insureds, and Hidetora Yoshimine and Shio
Harada will newly become insureds.
i) Summary of insurance incidents covered
The policy covers losses that may arise from the insured’s assumption of liability incurred in the course of theperformance of duties as an officer or a person at a certain position, or receipt of claims pertaining to the pursuit ofsuch liability.
ii) Insurance premiums
Insurance premiums are paid in full by the Company.
The Company has submitted notification to the Tokyo Stock Exchange that Takashi Himeda has been appointed as anindependent officer as provided for by the aforementioned exchange. If he is elected, the Company plans for his
appointment as an independent officer to continue.

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8. The Company plans to submit notification to the Tokyo Stock Exchange that Hidetora Yoshimine and Shio Harada havebeen designated as independent officers as provided for by the aforementioned exchange.
9. In February 2021, while Takashi Himeda was serving as an outside Director of the Company, our consolidated subsidiaryof SOCIALINK CO., LTD. was found guilty of violating the Immigration Control and Refugee Recognition Law.
Although he had not been aware of this fact until the violation was discovered, he has been regularly raising awareness ofmanagement issues at subsidiaries and the importance of improvement at meetings of the Board of Directors, etc. basedon abundant management experience and deep insight. After becoming aware of the fact of this violation, he has fulfilled
his responsibilities by making specific proposals on the improvement of the organizational structure.

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