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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 5011)
June 8, 2021
To Shareholders with Voting Rights:
Manabu Obata
President and Representative Director
Nichireki Co., Ltd.
4-3-29, Kudan-kita, Chiyoda-ku, TokyoNOTICE OF CONVOCATION OF
THE 77th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 77th Annual General Meeting of Shareholders of Nichireki Co., Ltd. (the“Company”) will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via theInternet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 5:30 p.m. Japan time on Monday, June 28, 2021, by following the directions on
pages 3 and 4 of the Japanese version of this document.
1. Date and Time:

Tuesday, June 29, 2021 at 10:00 a.m. Japan time

2. Venue:

2nd Floor Diamond Room at Hotel Grand Palacelocated at 1-1-1, Iidabashi, Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. Report on the Business Report, the Consolidated Financial Statements for
the Company’s 77th Fiscal Year (April 1, 2020 - March 31, 2021), and theresults of audits of the Consolidated Financial Statements by the
Accounting Auditor and the Board of Auditors
2. Report on the Non-consolidated Financial Statements for the Company’s
77th Fiscal Year (April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Twelve (12) Directors
Proposal 2:
Election of One (1) Auditor
Proposal 3:When attending the meeting, you are kindly requested to present the enclosed voting form to the receptionist.
Pursuant to the provisions of applicable laws and regulations as well as the Company’s Articles of Incorporation, theNotes to the Consolidated Financial Statements and the Notes to the Non-consolidated Financial Statements are postedon the Company’s website and thus not provided in the documents attached to this Notice of Convocation. The
Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Board of Auditors and the
Accounting Auditor, respectively, include, in addition to the items presented in the documents attached to this Notice ofConvocation, items presented in the Notes to the Consolidated Financial Statements and the Notes to the Nonconsolidated Financial Statements posted on the Company’s website.
If any revisions are made to the Reference Documents for the General Meeting of Shareholders, the Business Report,
the Consolidated Financial Statements, or the Non-consolidated Financial Statements, the revisions will be posted on
the Company’s website.
The Company’s website: https://www.nichireki.co.jp/-1-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

We uphold the basic policy of paying stable and consistent dividends to shareholders while ensuring
internal reserves necessary for future business development and strengthening the Company’s financial structure.
Based on this policy and in light of the business performance for the current fiscal year as well as business plans
going forward, we propose the appropriation of surplus as follows.
Matters regarding the term-end dividend
1) Type of dividend property
Cash2) Allotment of dividend property to shareholders and the total dividend amount38 yen per share of the Company’s common stock
Total amount: 1,150,311,984 yen
3) Date on which the dividend of surplus goes into effectJune 30, 2021

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Proposal 2:

Election of Twelve (12) Directors

The tenure of the office of all nine (9) Directors including two (2) Outside Directors will expire at theconclusion of this year’s Annual General Meeting of Shareholders. Accordingly, aiming to enhance its
management structure even further, the Company proposes to increase the number of Directors by three andelect twelve (12) Directors including four (4) Outside Directors.
The candidates for Directors are as follows:
No

Name

.

Current positions and responsibilities at the Company

1

Manabu Obata[Reappointment]

2

Yasumori Takahashi[Reappointment]

3

Yuji Kawaguchi[Reappointment]

4

Akiyoshi Hanyu[Reappointment]

5

Katsumi Eri[Reappointment]

6

Seiichi Nemoto[Reappointment]

7

Isamu Nagasawa[Reappointment]

8

Jun Yamamoto[New appointment]

9

Osamu Kobayashi[Outside Director]

President and Representative Director
Executive Vice President and Representative Director(General Manager, Administration Division and Head ofCompliance)
Senior Managing Director(East Japan Supervising Manager and Tokyo Area Manager)
Managing Director(General Manager, Technology Development Division andGeneral Manager, Technical Department)
Managing Director(General Manager, Business Division and General Manager,
Overseas Business Department)
Director(Kanto Area Manager)
Director(West Japan Supervising Manager and Kyushu Area
Manager)
Senior Executive Officer(General Manager, Legal Affairs and Compliance Department
and General Manager, Investment Strategy Office)[Reappointment]

Outside Director[Independent Officer][Reappointment]

10

Haruko Shibumura[Outside Director]

Outside Director[Independent Officer][New appointment]

11

Takuya Kidokoro[Outside Director]

Outside Auditor[Independent Officer][New appointment]

12

Mieko Fukuda—[Outside Director][Independent Officer]

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No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1982
May 2007

1

2

3

Number ofshares of theCompany held

Joined the Company
Executive Officer and Tokyo Area Manager of the Company
President and Representative Director of Nichireki Tokushu Koji
Manabu Obata
K.K.
(December 25, 1956) June 2011
Senior Executive Officer and Vice General Manager, Business
22,735
Division of the Company[Reappointment]
Managing Director and General Manager, Business Division of theJune 2013
Company
June 2015
President and Representative Director of the Company
June 2020
President and Representative Director of the Company (to present)[Reason for nomination as candidate for Director]
Having led the sales divisions for many years, he has made major contributions to the business expansion and enhancementof business performance of the Group. The Company has nominated him as a candidate for Director based on its
understanding that his abundant experience, capabilities, and knowledge as a corporate manager to date are indispensable tothe management of the Company, in terms of promoting group management and aiming for the ongoing improvement ofcorporate value.
May 2003
Joined the Company as Advisor
June 2003
Director and Vice General Manager, Administration Division of theCompany
June 2007
Director, Senior Executive Officer, and Vice General Manager,
Administration Division of the Company
Yasumori Takahashi
June 2008
Managing Director and General Manager, Administration Division(November 23, 1951)of the Company
33,624
June 2013
Senior Managing Director and General Manager, Administration[Reappointment]
Division of the Company
June 2017
Executive Vice President and Representative Director of theCompany
June 2020
Executive Vice President and Representative Director of theCompany (to present)[Reason for nomination as candidate for Director]
Having overseen for many years the entire administration division, including the general affairs, human resources, andaccounting departments, and been in charge of the corporate planning division, he has contributed to strengthening theGroup’s administrative and organizational management framework. The Company has nominated him as a candidate for
Director based on its understanding that his extensive experience and knowledge are indispensable to the management of
the Company.
April 1980
Joined the Company
June 2011
Director, Senior Executive Officer, and Kanto Area Manager of
the Company
President and Representative Director of Nichireki Road Co., Ltd.
June 2013
Managing Director and Kanto Area Manager of the Company
Yuji Kawaguchi
President and Representative Director of Nichireki Road Co., Ltd.
(March 16, 1958)
13,931
April 2018
Managing Director and Tokyo/Kanto Supervising Manager of the[Reappointment]
Company
June 2018
Senior Managing Director and Tokyo/Kanto Supervising Managerof the Company
April 2021
Senior Managing Director and East Japan Supervising Manager of
the Company (to present)[Reason for nomination as candidate for Director]
Having engaged in sales operations for many years and served as the Area Manager over the branches, a President of aGroup company, and a Supervising Manager, he contributed to the enhancement of business performance of the Group. The
Company has nominated him as a candidate for Director based on its understanding that his abundant experience andknowledge as well as his track record and insight as a corporate manager of a Group company are indispensable to the
management of the Company, in terms of promoting group management.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1982
June 2011

4

5

Number ofshares of theCompany held

Joined the Company
Executive Officer and General Manager, Technical ResearchCenter of the Company
June 2013
Director, Senior Executive Officer, and General Manager,
Akiyoshi Hanyu
Technical Research Center of the Company(October 9, 1958)
12,890June 2015
Managing Director and General Manager, Engineering andManufacturing Division of the Company[Reappointment]
April 2020
Managing Director and General Manager, Technology
Development Division of the Company
June 2020
Managing Director and General Manager, Technology
Development Division of the Company (to present)[Reason for nomination as candidate for Director]
Having engaged in research and development and technology-related operations for many years, he has promoted thedevelopment of the Company’s products and construction techniques. As head of the Technology Development Division,
he has led the Group’s technological development and contributed to the enhancement of business performance. The
Company has nominated him as a candidate for Director based on its understanding that his high level of expertise andinsight, abundant experience, and innovation capabilities are indispensable to the Company’s management.
September 1981 Joined the Company
June 2010
Executive Officer and Kansai Area Manager of the Company
President and Representative Director of Kinki Nichireki Koji
K.K.
June 2013
Senior Executive Officer and Tokyo Area Manager of theCompany
Katsumi Eri
President and Representative Director of Nichireki Tokushu Koji
(April 14, 1958)
16,595
K.K.
[Reappointment]
April 2014
Senior Executive Officer and Vice General Manager, Business
Division of the Company
June 2015
Managing Director and General Manager, Business Division of
the Company
June 2020
Managing Director and General Manager, Business Division of
the Company (to present)[Reason for nomination as candidate for Director]
Having engaged in sales operations for many years and served as the Area Manager over the branches, a President of aGroup company, and subsequently, as the General Manager of the Business Division, he has led the business promotion
activities of the Group and contributed to the enhancement of business performance. The Company has nominated him as a
candidate for Director based on its understanding that his abundant business experience, track record, and insight are
indispensable to the Company’s management, in terms of aiming for the improvement of its corporate value throughsustainable growth.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1982
June 2013

6

7

Joined the Company
Senior Executive Officer and Kyushu Area Manager of theCompany
President and Representative Director of Kyushu Nichireki Koji
K.K.
May 2014
Senior Executive Officer and Tokyo Area Manager of theCompany
President and Representative Director of Nichireki Tokushu Koji
Seiichi Nemoto
K.K.
(September 7, 1958)
June 2017
Director, Senior Executive Officer, and Tokyo Area Manager oftheCompany[Reappointment]
President and Representative Director of Nichireki Tokushu Koji
K.K.
April 2018
Director, Senior Executive Officer, and Kanto Area Manager of
the Company
June 2020
Director and Kanto Area Manager of the Company (to present)(Significant concurrent positions)
President and Representative Director of Nichireki Road Co., Ltd.

Number ofshares of theCompany held

9,023

[Reason for nomination as candidate for Director]
Having engaged in sales operations for many years and served as the Area Manager over the branches and a President of aGroup company, he contributed to the enhancement of business performance of the Group. The Company has nominatedhim as a candidate for Director based on its understanding that his abundant business experience as well as his track record
and insight as a corporate manager of a Group company are indispensable to the management of the Company, in terms ofpromoting group management.
April 1983
Joined the Company
April 2015
Executive Officer and Hokkaido Area Manager of theCompany
President and Representative Director of Hokkaido Nichireki
Koji K.K.
Isamu Nagasawa
May 2017
Executive Officer and Vice General Manager, Engineering and(July 28, 1959)
Manufacturing Division of the Company
16,642June 2017
Director, Senior Executive Officer, and Vice General Manager,[Reappointment]
Engineering and Manufacturing Division of the Company
April 2019
Director, Senior Executive Officer, and Kyushu/Chugoku
Supervising Manager of the Company
April 2021
Director and West Japan Supervising Manager of the Company (topresent)[Reason for nomination as candidate for Director]
Having engaged in sales operations for many years and served as the Area Manager over the branches, a President of aGroup company, the Vice General Manager of the Engineering and Manufacturing Division, and Supervising Manager, hecontributed to the enhancement of business performance. The Company has nominated him as a candidate for Director
based on its understanding that his abundant business experience as well as his track record and insight as a corporate
manager of a Group company will be indispensable to the management of the Company, in terms of promoting groupmanagement.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
March 2020

Number ofshares of theCompany held

Joined the Company
General Manager, Legal Affairs Office and General Manager,
Compliance Office of the Company
Jun Yamamoto
April 2020
Senior Executive Officer and General Manager, Legal Affairs(July 31, 1966)
947
and Compliance Department of the Company[New appointment] April 2021
Senior Executive Officer, General Manager, Legal Affairs andCompliance Department, and General Manager, Investment
8Strategy Office of the Company[Reason for nomination as candidate for Director]
At Mizuho Bank, Ltd., he experienced a wide range of banking and securities operations. After joining the Company, he
has engaged in the legal affairs and compliance division and contributed to enhancing the Group’s compliance and risk
management framework. The Company has nominated him as a candidate for Director based on its understanding that hishigh level of expertise, abundant experience, track record, and insight in the areas of legal affairs and finance areindispensable to the management of the Company.
March 1983
Registered as a certified public accountant
Osamu Kobayashi
June 1983
Registered as a certified tax accountant(May 20, 1956)
August 1996
Director of Kobayashi Accounting Office (to present)
June 2004
Outside Auditor of the Company
33,000[Reappointment]
June 2015
Outside Director of the Company (to present)[Outside Director](Significant concurrent positions)[Independent Officer]
9
Outside Corporate Auditor of NOK CORPORATION[Reason for nomination as candidate for Outside Director and summary of expected roles]
As a certified public accountant and a certified tax accountant, he has abundant experience, an extensive track record, andinsight in corporate accounting and tax affairs. He has provided appropriate recommendations and advice at the Board of
Directors meetings of the Company from an objective perspective independent from the members of management engaged
in business execution. Accordingly, the Company has nominated him as a candidate for Outside Director in the hope ofutilizing his high level of expertise and extensive experience for the management of the Company.
April 1994
Registered as an attorney-at-law (Daini Tokyo Bar Association)
Joined Law Offices of Homma & Komatsu (currently Homma &Partners)
Haruko Shibumura
Partner Attorney, Homma & Partners (to present)(December 6, 1964) April 1999
June 2015
Outside Auditor of the Company
0[Reappointment]
June 2019
Outside Director of the Company (to present)[Outside Director] (Significant concurrent positions)[Independent Officer] Outside Director of TAMURA CORPORATION
10Outside Director (Director who is an Audit & Supervisory Committee Member) of
Astellas Pharma Inc.
[Reason for nomination as candidate for Outside Director and summary of expected roles]
As an attorney, she has expertise, abundant experience, an extensive track record, and insight in corporate legal affairs
including corporate compliance. She has provided appropriate recommendations and advice at the Board of Directors
meetings of the Company from an objective perspective independent from the members of management engaged inbusiness execution. Accordingly, the Company has nominated her as a candidate for Outside Director in the hope ofutilizing her high level of expertise and extensive experience for the management of the Company.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Takuya Kidokoro April 2001
Registered as an attorney-at-law (Tokyo Bar Association)(September 23, 1974)
Joined Okuno & Partners
April 2011
Partner, Okuno & Partners (to present)0[New appointment] June 2019
Outside Auditor of the Company (to present)[Outside Director][Independent Officer]
11[Reason for nomination as candidate for Outside Director and summary of expected roles]
As an attorney-at-law, he has abundant experience and track records in corporate restructuring and corporate legal affairs,
as well as considerable knowledge about corporate management. Since assuming office as Outside Auditor in June 2019, hehas provided appropriate recommendations and advice at the Board of Directors meetings of the Company from a fair,
objective, and independent position. Accordingly, the Company has nominated him as a candidate for Outside Director in
the hope of utilizing his high level of expertise and extensive experience for the management of the Company.
April 2001
Registered as a small and medium enterprise management
consultant
Mieko Fukuda(a member of Chuo Chapter, Tokyo Small and Medium Enterprise(April 1, 1965)
Management Consultant Association)
0[New appointment] November 2019 Executive Officer and Director, NI Marketing Laboratory of
Nippon Information Incorporated (to present)[Outside Director][Independent Officer] April 2021
Representative, Fukumoku Research Office (to present)
12[Reason for nomination as candidate for Outside Director and summary of expected roles]
She has abundant experience and specialist knowledge gained through her engagement in corporate management andmarketing-related divisions. In particular, as a management consultant she possesses a high level of expertise in market
research, analysis, and strategy development. The Company has nominated her as a candidate for Outside Director in thehope of utilizing her extensive experience, track records, and insight in the areas of organizational management andresearch for the management of the Company.

-8-

Notes:

1.
2.

3.

4.

5.

6.

There are no special interests between each candidate for Director and the Company.
The Company has entered into directors and officers liability insurance agreements with insurance companies in order
to cover damages that the insured may become liable for. If the candidates are (re-)elected, they will be insured underthese insurance agreements. The Company plans to renew these agreements on the same terms at the time of the next
renewal.
Notes on Mr. Osamu Kobayashi, candidate for Outside Director(1) Mr. Kobayashi is a candidate for Outside Director. Although he has never been involved in corporate management
other than in the capacity of an Outside Director or an Outside Auditor, the Company has determined that he will
be able to appropriately execute his duties as an Outside Director for the reasons stated above.
(2) His term of office as Outside Director will be six (6) years at the conclusion of this General Meeting of Shareholders.
(3) Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into anagreement with Mr. Kobayashi to limit his liability for damages under Article 423, Paragraph 1 of the Companies
Act. The limit of liability for damages under the agreement is the minimum amount of liability specified in Article
425, Paragraph 1 of the Companies Act. If the reelection of Mr. Kobayashi is approved, the Company intends tocontinue this agreement with him.
(4) The Company has designated Mr. Kobayashi as an independent officer as stipulated by the rules of the Tokyo Stock
Exchange. If the reelection of Mr. Kobayashi is approved, the Company intends to continue his designation as anindependent officer.
Notes on Ms. Haruko Shibumura, candidate for Outside Director(1) Ms. Shibumura is a candidate for Outside Director. Although she has never been involved in corporate management
other than in the capacity of an Outside Director or an Outside Auditor, the Company has determined that she will
be able to appropriately execute her duties as an Outside Director for the reasons stated above.
(2) Her term of office as Outside Director will be two (2) years at the conclusion of this General Meeting of
Shareholders.
(3) Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into anagreement with Ms. Shibumura to limit her liability for damages under Article 423, Paragraph 1 of the Companies
Act. The limit of liability for damages under the agreement is the minimum amount of liability specified in Article
425, Paragraph 1 of the Companies Act. If the reelection of Ms. Shibumura is approved, the Company intends tocontinue this agreement with her.
(4) The Company has designated Ms. Shibumura as an independent officer as stipulated by the rules of the Tokyo
Stock Exchange. If the reelection of Ms. Shibumura is approved, the Company intends to continue her designation
as an independent officer.
Notes on Mr. Takuya Kidokoro, candidate for Outside Director(1) Mr. Kidokoro is a candidate for Outside Director.
(2) His term of office as Outside Auditor will be two (2) years at the conclusion of this General Meeting of
Shareholders.
(3) If the election of Mr. Kidokoro is approved, pursuant to the provisions of Article 427, Paragraph 1 of the Companies
Act, the Company plans to enter into an agreement with Mr. Kidokoro to limit his liability for damages under
Article 423, Paragraph 1 of the Companies Act. The limit of liability for damages under the agreement is theminimum amount of liability specified in Article 425, Paragraph 1 of the Companies Act.
(4) The Company has designated Mr. Kidokoro as an independent officer as stipulated by the rules of the Tokyo Stock
Exchange. If the election of Mr. Kidokoro is approved, the Company intends to designate him as an independent
officer.
Notes on Ms. Mieko Fukuda, candidate for Outside Director(1) Ms. Fukuda is a candidate for Outside Director.
(2) If the election of Ms. Fukuda is approved, pursuant to the provisions of Article 427, Paragraph 1 of the Companies
Act, the Company plans to enter into an agreement with Ms. Fukuda to limit her liability for damages under Article
423, Paragraph 1 of the Companies Act. The limit of liability for damages under the agreement is the minimum
amount of liability specified in Article 425, Paragraph 1 of the Companies Act.
(3) The Company has designated Ms. Fukuda as an independent officer as stipulated by the rules of the Tokyo Stock
Exchange. If the election of Ms. Fukuda is approved, the Company intends to designate her as an independent
officer.

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Proposal 3:

Election of One (1) Auditor

Outside Auditor Mr. Takuya Kidokoro will resign from office at the conclusion of this year’s Annual
General Meeting of Shareholders. Accordingly, the Company proposes the election of one (1) Outside Auditor.
The Board of Auditors has previously given its approval to this proposal.
The candidate for Auditor is as follows:
Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

July 2001
November 2004
February 2008
May 2011

Registered as a certified public accountant
Registered as a certified tax accountant
Noriko Kawate
Representative Director of Clea Consulting Co., Ltd. (to present)(February 22, 1976)
Outside Director of Ichigo Group Holdings Co., Ltd. (currently,
Ichigo Inc.) (to present)0[New appointment]
November 2011 Registered as an U.S. certified public accountant[Outside Auditor]
February 2015
Partner, Cast Global Group (to present)[Independent Officer](Significant concurrent positions)
Outside Director of Ichigo Inc.
[Reason for nomination as candidate for Outside Auditor]
As a certified public accountant and a certified tax accountant, she has abundant experience, track records, and insight incorporate finance and accounting. She possesses expertise mainly in M&A and organizational restructuring and is also wellversed in operations such as business succession consulting and business revitalization advice. Accordingly, the Company
has nominated her as a candidate for Outside Auditor in the hope of utilizing her high level of expertise and extensive
experience for ensuring more appropriate audits.
Notes:

1.
2.

3.

There are no special interests between Ms. Kawate and the Company.
The Company has entered into directors and officers liability insurance agreements with insurance companies in order
to cover damages that the insured may become liable for. If Ms. Kawate is elected, she will be insured under theseinsurance agreements. The Company plans to renew these agreements on the same terms at the time of the next renewal.
Notes on Ms. Noriko Kawate, candidate for Outside Auditor(1) Ms. Kawate is a candidate for Outside Auditor.
(2) If the election of Ms. Kawate is approved, pursuant to the provisions of Article 427, Paragraph 1 of the Companies
Act, the Company plans to enter into an agreement with Ms. Kawate to limit her liability for damages under Article
423, Paragraph 1 of the Companies Act. The limit of liability for damages under the agreement is the minimum
amount of liability specified in Article 425, Paragraph 1 of the Companies Act.
(3) The Company has designated Ms. Kawate as an independent officer as stipulated by the rules of the Tokyo Stock
Exchange. If the election of Ms. Kawate is approved, the Company intends to designate her as an independent
officer.

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