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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 4619)
May 30, 2024
(Date of commencement of electronic provision measures: May 29, 2024)
To Shareholders with Voting Rights:
Hiroshi Onda
President, COO
NIHON TOKUSHU TORYO CO., LTD.
3-23-2, Oji, Kita-ku, TokyoNOTICE OF
THE 118th 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 118th Ordinary General Shareholders Meeting of NIHON TOKUSHUTORYO CO., LTD. (the “Company” or “Nittoku”) will be held for the purposes as described below.
For the convocation of this general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures as “Notice of the 118th Ordinary General Shareholders Meeting” on thefollowing Company’s website.
The Company website: https://www.nttoryo.co.jp/ir/stock/soukai.html
In addition to the website shown above, the Company also has posted this information on the website below.
Tokyo Stock Exchange website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access the above website, input the Issue name (Company name) or Code, andclick “Search,” and then click “Basic information” and select “Documents for public inspection/PR information.”
In lieu of attending the meeting, you can exercise your voting rights in writing or via the Internet. Please
review Reference Documents for the General Shareholders Meeting posted on the matters subject to theelectronic provision measures, and exercise your voting rights by following the Instructions for the Exercise ofVoting Rights on pages 3 and 4 of the Japanese version of this document, no later than 5:20 p.m. on Thursday,June 20, 2024, Japan time.
1. Date and Time:

June 21 (Friday), 2024 at 10:00 a.m. Japan time

2. Place:

Hoku Topia Conference Room on the 16th floor located at1-11-1, Oji, Kita-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The business report, consolidated financial statements for the Company’s
118th fiscal term (the fiscal year from April 1, 2023 to March 31, 2024), 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 118th fiscal term(the fiscal year from April 1, 2023 to March 31, 2024)
Proposals to be resolved:
Proposal 1:
Appropriation of Retained Earnings
Proposal 2:
Appointment of Two Auditors- 1 -<Matters Decided in Connection with this Convocation>• If voting rights are exercised both in writing (by mail) and via the Internet, the exercise of votingrights via the Internet shall be deemed valid.
• If voting rights are exercised via the Internet multiple times, the last exercise of voting rights shall bedeemed valid.
• If voting rights are exercised in writing (by mail) and neither approval nor disapproval of a proposal
is indicated in Voting Rights Exercise Form, it shall be deemed a vote of approval.
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
In the documents sent to shareholders, the following matters are not described in accordance with provisionsof laws and regulations and the Articles of Incorporation of the Company. Thus, they are part of documents
audited by Auditors and Accounting Auditors when creating Audit Report.
• Consolidated Statements of Changes in Net Assets and Notes to Consolidated Financial Statementsof consolidated financial statements• Statements of Changes in Net Assets and Notes to Non-consolidated Financial Statements of nonconsolidated financial statements
Should the matters subject to the electronic provision measures require revisions, the revised versions will
be posted on each website where they are posted.
No gifts will be provided to shareholders attending the meeting. Also, no drinks will be served before the startof the meeting this year and no products will be displayed at the venue. We appreciate your understanding.

- 2 -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 Nittoku Group is experiencing
intensifying competition in development of products that meet the needs of customers and the times, amid
rapidly advancing technological innovation including information and communication technology on a global
scale. We are also required to address diverse and complicated issues such as carbon neutrality and humanrights issues.
Under these circumstances, to maintain competitiveness and improve profitability in the future, we must
aggressively and continually make R&D investment to develop high value-added technologies and products,
investment in tangible and intangible assets to improve productivity, while taking into consideration theimpact on the environment, and investment in human resources who will support the sustainable growth of
our group.
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 amount25 yen per ordinary sharetotal 546,110,650 yen
Therefore, the annual dividend will be a total of 46 yen per share including the interim dividend.
(3) Date the distribution of retained earnings comes into effect:
June 24, 2024

- 3 -Proposal 2:

Appointment of Two Auditors

Terms of office of the Auditors, Mr. Yoshiki Takahashi and Mr. Hitoshi Matsufuji will expire at the closure ofthis General Shareholders Meeting. Accordingly, the Board of Directors proposes the appointment of twoAuditors.
This proposal has been approved by the Board of Auditors.
The candidates are as follows:
No.

Yoshiki Takahashi(April 13, 1959)

1

2

Past experience, positions
and significant concurrent positions

Name(Date of birth)
April 1993
June 2014

Registered as lawyer
Outside Auditor of Nittoku (in-service)

Number of sharesof the Company
held
5,200

[Reason for nomination as candidate for Outside Auditor]
He possesses abundant experience and outstanding insight in corporate legal affairs as a lawyer and knowledgeof accounting. The Company believes that, reflecting his experience in the auditing work of the Company, hewill provide appropriate supervision and objective advice that will contribute to ensuring sound management
and improving corporate governance of the Company. Therefore, he has been renominated as a candidate for
Outside Auditor. Although he has not been involved in corporate management other than having served as an
outside auditor, for the reasons stated above, we believe that he will be able to appropriately perform his duties
as Outside Auditor.
April 1982
Registered as certified public accountant
June 2016
Outside Auditor of Nittoku (in-service)
Hitoshi MatsufujiAugust 2016
Outside Director (Audit Committee
3,800(March 3, 1952)
Member) of Oracle Corporation Japan
June 2019
Outside Director (Audit & Supervisory
Committee Member) of Prospect Co., Ltd.
[Reason for nomination as candidate for Outside Auditor]
He possesses many years of practical experience as a certified public accountant and a high degree of expertiseand abundant experience in finance and accounting. The Company believes that, reflecting his experience in theauditing work of the Company, he will provide appropriate supervision and objective advice that will contributeto ensuring sound management and improving corporate governance of the Company. Therefore, he has been
renominated as a candidate for Outside Auditor. Although he has not been involved in corporate management
other than having served as an outside officer, for the reasons stated above, we believe that he will be able toappropriately perform his duties as Outside Auditor.

(Notes)There are no special interests between the candidates for Auditors and the Company.
The Company has entered into a liability limitation agreement with Mr. Yoshiki Takahashi and Mr. Hitoshi
Matsufuji to limit their liability to the minimum amount provided for by laws and regulations according to Article
427, Paragraph 1 of the Companies Act. If their reappointment is approved, the Company plans to continue thesaid agreement with them.
3. Matters regarding candidates for Outside Auditors are as follows.

1.
2.

4.

(1) Mr. Yoshiki Takahashi and Mr. Hitoshi Matsufuji are candidates for Outside Auditors.
(2) The Company registered Mr. Yoshiki Takahashi and Mr. Hitoshi Matsufuji with the Tokyo Stock Exchange
as Independent Directors based on the rules of Tokyo Stock Exchange. If their reappointment is approved,
they will continue to be Independent Directors.
(3) Mr. Yoshiki Takahashi and Mr. Hitoshi Matsufuji are currently Outside Auditors of the Company and it will
have been ten years since the appointment of Mr. Yoshiki Takahashi and eight years since the appointmentof Mr. Hitoshi Matsufuji at the conclusion of this General Shareholders Meeting.
The Company has concluded with an insurance company a directors and officers liability insurance (hereafterreferred to as “D&O Insurance”) agreement provided for in Article 430-3, Paragraph 1 of the Companies Act.
The insurance covers damages, etc. that may result from the Directors and Auditors being liable for theperformance of their duties (However, excluding the case that falls under indemnity conditions stipulated in theinsurance agreement). The premiums of D&O Insurance are fully borne by the Company. If Mr. Yoshiki
Takahashi and Mr. Hitoshi Matsufuji assume office as Auditors, they will be insured under the D&O Insurance.
The term of the D&O Insurance is one year. Before expiration of this term, the Company plans to renew the said
insurance agreement upon a resolution of the Board of Directors.

- 4 -(Reference) The expertise and experience of the Directors and Auditors (Skills Matrix)* If Proposal 2 is approved as originally proposed, the Skills Matrix of the Directors and Auditors will be as shown in the tablebelow.
The Company recognizes the importance of ensuring a balance and diversity in knowledge, experience, and abilities of the Boardof Directors and Board of Auditors in order to achieve sustainable growth and enhance corporate value in the medium- and longterm. The skills matrix below shows the skills that the Company considers particularly important and the items (●) in which theCompany expects each Director and Auditor to fully demonstrate their abilities, based on their expertise and experience. Please
note that it does not represent all the expertise or experience possessed by each Director and Auditor.

Legal
Technology/
affairs/
Finance/
Sales/Development/
Marketing Accounting CompliProductionance

HR/LaborIntellectual
Intermanageproperty
nationality
ment

ESG

●

●

Position(Plan)

Name

Corporate
management

ChairmanJun Taya●President

Hiroshi Onda●

Director

Hiroshi Suzuki

Director

Shin Nakamura

Director(Outside)

Michihiro Nara●●

Director(Outside)

Kozo Yabe●●

Auditor(Full-time)

Hirokazu Kawana

Auditor(Outside)

Yoshiki Takahashi●●

Auditor(Outside)

Hitoshi Matsufuji

●

●

●

●
●

●

●
●

●

●●●

●

●

●

●

●

●-5-●

●

●

●

●

●
●

●

●

●

●

●

●
●

●