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 4619)
May 31, 2022
To Shareholders with Voting Rights:
Hiroshi Onda
President, COO
NIHON TOKUSHU TORYO CO., LTD.
3-23-2, Oji, Kita-ku, TokyoNOTICE OFTHE 116th ORDINARY GENERAL SHAREHOLDERS MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to announce that the 116th Ordinary General Shareholders Meeting of NIHON TOKUSHUTORYO CO., LTD. (the “Company” or “Nittoku”) will be held for the purposes as described below.
In lieu of attending the meeting, you can exercise your voting rights in writing or via an electronic method(the Internet, etc.). Please review Reference Documents for the General Shareholders Meeting below, andexercise your voting rights by following the Instructions for the Exercise of Voting Rights on pages 3 and 4 ofthe Japanese version of this document, no later than 5:20 p.m. on Tuesday, June 21, 2022, Japan time.
1. Date and Time:

June 22 (Wednesday), 2022 at 10:00 a.m. Japan time

2. Place:

Hoku Topia Sky Hall on the 14th floor located at
1-11-1, Oji, Kita-ku, Tokyo* Please refer to the map to the venue for the meeting provided at the end of theJapanese version of this document. Note that venue has changed from last year.

3. Meeting Agenda:
Matters to be reported: 1. The business report, consolidated financial statements for the Company’s
116th fiscal term (the fiscal year from April 1, 2021 to March 31, 2022) andresults of audits by the Accounting Auditor and the Board of Auditors of theconsolidated financial statements
2. Non-consolidated financial statements for the Company’s 116th fiscal term(the fiscal year from April 1, 2021 to March 31, 2022)
Proposals to be resolved:
Appropriation of Retained Earnings
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:-1-When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Of the documents to be provided with this Notice, the consolidated statement of changes in equity, notes toconsolidated financial statements, statement of changes in equity and notes to non-consolidated financial
statements are posted on the Company’s website (https://www.nttoryo.co.jp [available only in Japaneseversion]) in accordance with provisions of laws and regulations as well as the Company’s Articles ofIncorporation and therefore are not provided in the appendix of this Notice. Auditors and Accounting Auditors
audited the consolidated statement of changes in equity, notes to consolidated financial statements, statementof changes in equity and notes to non-consolidated financial statements posted on the above Company’s
website as the consolidated financial statements and non-consolidated financial statements, in addition todocuments provided in the appendix of this Notice.
Should the appendix and the Reference Documents for the General Shareholders Meeting require revisions,the revised versions will be posted on the Company’s website (https://www.nttoryo.co.jp).
<Requests to Shareholders>• For preventing the spread of COVID-19, shareholders attending the meeting are asked to check the statusof infection and their physical condition on the date of the meeting, and wear a mask or take otherinfection prevention measures.
• Please understand that infection prevention measures may be taken at the venue of the meeting, including
operation staff wearing masks and installation of alcohol disinfectant.
• The above measures may change depending on the status of the pandemic and announcements from thegovernment, etc. In the event that any major change is made to the operation of the meeting, such changes
will be announced on the Company’s website (https://www.nttoryo.co.jp). Please check the website asnecessary.
• No gifts will be provided to shareholders attending the meeting. Also, no drinks will be served before thestart of the meeting this year and no products will be displayed at the venue. We appreciate yourunderstanding.

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Reference Documents for the General Shareholders Meeting
Proposals and References
Proposal 1:

Appropriation of Retained Earnings

We pursue the substantial return of profit to our shareholders by strengthening profitability and maintaining asound financial condition focused on cash flow, which has been positioned as an important management taskof the Company.
On the other hand, the management environment surrounding the business of the Nittoku Group isexperiencing major changes such as price competition as well as intensifying competition in development ofhigh value-added paints with environmental and other measures, automobile technological innovation
including electrification, and advancement of globalization in automobile production. To maintaincompetitiveness and improve profitability in the future, we must aggressively and continually make R&D andcapital investment for new products and technologies, investment in overseas businesses for globallyenhancing technical and productive abilities, and furthermore, investment in human resources who will serveas the foundation of the above.
Accordingly, based on the medium- to long-term management plan, with a focus placed on maintaining
stable dividends and increasing internal funds for strategic investment described above, the distribution ofprofits is decided in comprehensive consideration of factors such as financial condition, profit levels, and thepayout ratio as the Company’s basic policy.
Based on the above policy, the year-end dividend for this fiscal year is proposed to be as described below.
Items Related to the Year-end Dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount
22 yen per ordinary sharetotal 479,890,268 yen
Therefore, the annual dividend will be a total of 40 yen per share including the interim dividend.
(3) Date the distribution of retained earnings comes into effect:
June 23, 2022

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Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will come into force on September 1, 2022.
Accordingly, in order to prepare for the introduction of the electronic provision system of materials for generalshareholders meetings, the Company hereby proposes that the Articles of Incorporation of the Company beamended as follows.
(1) The proposed Article 16, Paragraph 1 provides that information contained in the reference documents
for the general shareholders meeting, etc. shall be provided electronically.
(2) The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of reference documents for thegeneral shareholders meeting, etc. (Article 16 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation
Article 16 (Internet Disclosure and Deemed Deliveryof Reference Documents for the General
Shareholders Meeting, Etc.)
In convening a general shareholders meeting, if
the Company discloses information that is to bestated or indicated in the reference documents forthe general shareholders meeting, business report,
financial statements and/or consolidated financial
statements through the internet in accordancewith the ordinance of the Ministry of Justice, it
may be deemed that the Company has provided
such information to shareholders.
<Newly established><Deleted>

Article 16 (Measures for Electronic Provision, Etc.)
In convening a general shareholders meeting, theCompany shall provide information contained in
the reference documents for the generalshareholders meeting, etc. electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy to besent to shareholders who have requested it by therecord date for voting rights.

-4-<Newly established>

Supplementary provisions
1. The deletion of Article 16 (Internet Disclosureand Deemed Delivery of Reference Documents
for the General Shareholders Meeting, Etc.) ofthe Articles of Incorporation prior to theamendments and the establishment of Article 16(Measures for Electronic Provision, Etc.) shallcome into effect on September 1, 2022, the dateof enforcement of the amended provisions
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (the “Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 of the current Articles ofIncorporation shall remain in force with respect
to a general shareholders meeting to be held on adate within six months from the Effective Date.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or the lapse of three months from the dateof the general shareholders meeting set forth in
the preceding paragraph, whichever is later.

Supplementary explanation of Proposal 2. Partial Amendments to the Articles of Incorporation
The electronic provision system allows companies to provide materials for general shareholders meetings byposting materials for general shareholders meetings on the company's website, etc. and notifying shareholdersof the website address, etc. in writing. It will become mandatory for listed companies to introduce theelectronic provision system, and therefore, the Company will be required to introduce the electronic provisionsystem for the next General Shareholders Meeting (June 2023) and will send the shareholders a simple
convocation notice (notice stating the posting on the website and the website address, etc.). This is to change
the means of provision of information to shareholders from “paper copy” to “electronic” means and the volumeof information will not be restricted.
For general shareholders meetings from and after the application of the electronic provision system,
shareholders who wish to receive materials for general shareholders meetings as paper copy may implement
procedures for “requesting delivery of a paper copy”
Regarding the procedures for “requesting delivery of a paper copy,” please contact the securities company
with which you have your account or the shareholder register administrator Mitsubishi UFJ Trust and Banking
Corporation.

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