Nippn : Convocation Notice for the 200th Annual Shareholders Meeting

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 other forms of damages arising from the translation.

Securities code: 2001

June 6, 2024

To Shareholders with Voting Rights,

4-8 Kojimachi, Chiyoda-ku, Tokyo, Japan

NIPPN CORPORATION

Toshiya Maezuru, Representative Director and President

Convocation Notice for the 200th Annual Shareholders Meeting

The 200th Annual Shareholders Meeting (the "Meeting") of NIPPN CORPORATION (the "Company") will be held as stated below.

For this Shareholders Meeting, the Company has taken measures for electronic provision, and the matters subject to electronic provision are posted on each of the following websites.

The Company's website (Shareholders Meetings page) https://www.nippn.co.jp/en/ir/meeting/index.html

The Tokyo Stock Exchange website https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the above website, enter and search for the Company name or the Company's securities code "2001", and select "Basic information" then "Documents for public inspection/PR information" to view.

If exercising your voting rights in writing or via the Internet, etc., please confirm the Reference Documents for the Annual Shareholders Meeting and exercise your voting rights no later than 5:30 p.m. Japan time on Wednesday, June 26, 2024.

[Voting in writing]

Please indicate your approval or disapproval for the proposals on the Voting Rights Exercise Form and return it that it is received by the deadline above.

[Voting via the Internet, etc.]

Please confirm the "Guidance for Voting via the Internet, etc." on pages 5 to 6 (translation omitted) for exercise of voting rights via the Internet, etc., and enter your approval or disapproval for the proposals by the deadline above.

1.	Date and Time:	10:00 a.m. (Reception start time: 9:00 a.m.) Japan time, Thursday, June 27, 2024
2.	Venue:	B1F (Reception at 1F), Belle Salle Roppongi, Sumitomo Fudosan Roppongi-

dori Building

7-18-18 Roppongi, Minato-ku, Tokyo, Japan

3. Meeting Agenda:

Matters to be reported: 1. Business Report, Consolidated Financial Statements and Audit Reports on the

Consolidated Financial Statements by Accounting Auditor and the Audit and Supervisory Committee for the 200th Period (April 1, 2023 through March 31, 2024).

- 1 -

2. Non-consolidated Financial Statements for the 200th Period (April 1, 2023 through March 31, 2024).

Proposals to be resolved:

Proposal 1: Appropriation of Retained Earnings

Proposal 2: Election of Ten Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Proposal 3: Election of Three Directors Who Are Audit and Supervisory Committee Members

Proposal 4: Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

Proposal 5: Revision of Compensation for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

1. Exercising Voting Rights:
2. 1. If voting rights are exercised multiple times via the Internet, the final vote submitted shall be treated as the valid exercise of voting rights.
   2. If voting rights are exercised multiple times via both the Internet and the Voting Rights Exercise Form, the vote submitted via the Internet shall be treated as the valid exercise of voting rights.
   3. If there is no indication of approval or disapproval of each proposal on the Voting Rights Exercise Form returned to us, it shall be treated as an indication of approval.
3. Matters Regarding the Electronic Provision of Reference Documents for the Annual Shareholders Meeting:
4. 1. Regarding other matters to be provided electronically (matters omitted from the documents to be delivered)
      In accordance with the provisions of laws and regulations as well as Article 16 of the Company's Articles of Incorporation, the following matters are only posted on each website listed on page 1. Therefore, they are not included in this Notice of Convocation or in the documents to be delivered to shareholders who requested delivery. Moreover, the Audit and Supervisory Committee and the Accounting Auditor audit the documents subject to audit, including the following matters.
   2. 1. "Status of Stock Acquisition Rights, etc." and "System to Ensure the Appropriateness of Operations and Operational Status of Said System" in the Business Report
      2. Consolidated Statements of Changes in Net Assets and Consolidated Notes to Consolidated Financial Statements
      3. Non-consolidatedStatements of Changes in Net Assets and Non-consolidated Notes to Non- consolidated Financial Statements
   3. If the matters to be provided electronically require revisions, the revised versions shall be posted on each website listed on page 1.

• If attending the Meeting, please submit the Voting Rights Exercise Form at the meeting venue reception desk.
• The Company will not be distributing souvenirs or product samples at the Meeting. We thank you for your understanding in this regard.

- 2 -

Reference Documents for the Annual Shareholders Meeting

Proposals and References

Proposal 1: Appropriation of Retained Earnings

The Company's basic policy is to maintain stable and continuous dividends while striving to maintain a dividend payout ratio of 30% or more, a target that was formulated excluding the special and extraordinary income/loss due to the sale of assets and other factors, and securing internal reserves aimed at strengthening the corporate structure and promoting future business development. The Company regards returning profits to shareholders one of the most important goals in management.

To reward shareholders for their day-to-day support, the Company proposes a year-end dividend for the 200th fiscal year of 38 yen per share as an ordinary dividend. Accordingly, the annual dividend will be 66 yen per share, including an interim dividend of 28 yen per share.

1. Type of dividend property: Cash
2. Allotment of dividend property to shareholders and its total amount
   38 yen per share of the Company's common stock for a total of 2,977,916,322 yen
3. Effective date of the distribution of retained earnings June 28, 2024

- 3 -

Proposal 2: Election of Ten Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

The terms of office of all 11 Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter, the same applies in this proposal) will expire at the close of the Meeting.

Accordingly, the Company proposes to elect ten Directors, reducing the number of Directors by one to improve management system efficiency.

In this proposal, the Company has increased the number of Outside Directors by one to strengthen the governance system.

The Audit and Supervisory Committee of the Company has concluded that all candidates in this proposal are well qualified.

The candidates for Director are as follows:

				Attendance
No.	Name	Positions and responsibilities at the Company	at the Board
of Directors
				meetings
1	Toshiya Maezuru	[Reappointment]	Representative Director, President & C.O.O.	16/16
(100%)
			Director, Managing Director
2	Keizo Kagawa	[Reappointment]	In charge of IT, CSR, Information System	16/16
Promotion Dept., Corporate Planning Div.,
(100%)
			Sustainability Promotion Div. and Health Care
			Business Div.
3	Tomio Kimura	[Reappointment]	Director, Managing Director	16/16
General Manager, Wheat Flour Business Dept.	(100%)
			Director, Managing Director	16/16
4	Hiroaki Kawasaki	[Reappointment]	In charge of Marketing Div. and Raw Material
Procurement Div.	(100%)
			General Manager, Foods Business Dept.
5	Hiroshi Koura	[Reappointment]	Director, Executive Officer	13/13
In charge of Human Resources Div.	(100%)
6	Toru Otao	[New appointment]	Executive Officer	-
General Manager, Accounting & Finance Div.
			Executive Officer
			In charge of Quality Assurance Div., Central
7	Naoki Abe	[New appointment]	Research Laboratory, and Research &	-
Development Dept.
			Vice General Manager, Production &
			Technology Dept.
8	Naotaka Kawamata	[Reappointment]	Director	16/16
[Outside]	(100%)
9	Hitomi Kumagai	[Reappointment]	Director	15/16
[Outside]	(94%)
10	Mika Takaoka	[New appointment]		-
[Outside]

Reappointment: Candidate for reappointment

New appointment: Candidate for new appointment

Outside: Candidate for Outside Director

- 4 -

						Number
		Name	Past experience, and positions and responsibilities at	of shares
No.		of the
(Date of birth)		the Company
		Company
						held
				April 1983	Joined the Company
				June 2011	General Manager, Fukuoka Mill
				June 2013	General Manager, Production & Technology Div.
				June 2014	Executive Officer; General Manager, Production
					& Technology Div.
				June 2015	Director; Executive Officer; Vice General
					Manager, Production & Technology Dept.;
					General Manager, Production & Technology Div.,
					Production & Technology Dept.
				June 2017	Director; Managing Director; General Manager,
		Reappointment			Production & Technology Dept.; General
					Manager, Production & Technology Div.,
	Toshiya Maezuru		Production & Technology Dept.
	(January 7, 1961)	December 2019	Director; Managing Director; General Manager,
1					Production & Technology Dept.; Chairman, Food	18,600
	[Attendance at the		Research & Development Committee
	Board of Directors	April 2020	Director; Senior Managing Director; General
		meeting]		Manager, Production & Technology Dept.;
	16/16 (100%)			Chairman, Food Research & Development
					Committee
				June 2020	Representative Director, President & C.O.O.
					(to present)
				[Reason for nomination as candidate for Director]
				Mr. Toshiya Maezuru has abundant operational experience in the
				manufacturing department. Since becoming the Representative
				Director and President in June 2020, he has led the Group's
				management. The Company has appointed him as a candidate for
				Director as he is expected to continue contributing to the Company's
				management.

- 5 -

							Number
		Name	Past experience, and positions and responsibilities at		of shares
No.			of the
(Date of birth)		the Company
			Company
							held
				April 1984	Joined the Company
				September 2014 General Manager, Administration Div., OK Food
					Industry Co., Ltd.
				June 2015	Director, OK Food Industry Co., Ltd.
				June 2016	Managing Director, OK Food Industry Co., Ltd.
				June 2018	Executive Officer; General Manager, Corporate
		Reappointment			Planning Div.
		Keizo Kagawa	June 2020	Director; Managing Director; General Manager,
			Corporate Planning Div.
2	(March 9, 1960)	June 2021	Director; Managing Director (to present)		13,300
[Attendance at the	(Responsibilities in the Company)
	In charge of IT, CSR, Information System Promotion Dept., Corporate
	Board of Directors	Planning Div.,	Sustainability Promotion Div. and Health	Care
		meeting]	Business Div.
	16/16 (100%)		[Reason for nomination as candidate for Director]
				Mr. Keizo Kagawa has abundant operational experience in the
				corporate planning department and key subsidiaries. Since becoming
				a Director in June 2020, he has been responsible for the corporate
				planning department and has contributed to the Group's development.
				The Company has appointed him as a candidate for Director as he is
				expected to continue contributing to the Company's management.
				April 1984	Joined the Company
				June 2016	Associate Director; General Manger, Kanto
					Branch
				June 2017	Associate Director; General Manger, Sapporo
					Branch
				June 2019	Executive Officer; General Manager, Sales &
		Reappointment			Marketing Div., Wheat Flour Business Dept.
		Tomio Kimura	June 2020	Managing Director; General Manager, Wheat
			Flour Business Dept.; General Manager, Sales &
3	(March 13, 1961)		Marketing Div., Wheat Flour Business Dept.		3,700
[Attendance at the	June 2021	Senior Executive Officer; General Manager,
		Wheat Flour Business Dept.
	Board of Directors	June 2022	Director; Managing Director; General Manager,
		meeting]		Wheat Flour Business Dept. (to present)
	16/16 (100%)		[Reason for nomination as candidate for Director]
				Mr. Tomio Kimura has abundant operational experience in the sales
				and marketing department. Since becoming a Director in June 2022,
				he has been responsible for the Wheat Flour Business and has
				contributed to the Group's development. The Company has appointed
				him as a candidate for Director as he can be expected to continue
				contributing to the Company's management.

- 6 -

						Number
		Name	Past experience, and positions and responsibilities at	of shares
No.		of the
(Date of birth)		the Company
		Company
						held
				April 1986	Joined the Company
				June 2015	General Manger, Otaru Mill
				June 2017	General Manager, Foods Business Administration
					Div., Foods Business Administration Dept.
				June 2019	Associate Director; General Manager, Foods
					Business Administration Div., Foods Business
					Administration Dept.
				June 2020	Executive Officer; Vice General Manager, Foods
					Business Dept.; General Manager, Foods
					Business Administration Div., Foods Business
					Dept.
				June 2021	Senior Executive Officer, General Manager,
					Foods Business Dept.; General Manager, Foods
		Reappointment
				Business Administration Div., Foods Business
	Hiroaki Kawasaki		Dept.; General Manager, Frozen Foods Business
		Administration Div., Frozen Foods Business
	(October 4, 1961)
4		Dept.	6,900
[Attendance at the	January 2022	Senior Executive Officer, General Manager,
		Foods Business Dept.; General Manager, Foods
	Board of Directors
		Business Administration Div., Foods Business
		meeting]
			Dept.
	16/16 (100%)
		April 2022	Senior Executive Officer; General Manager,
					Foods Business Dept.
				June 2022	Director; Managing Director; General Manager,
					Foods Business Dept. (to present)
				(Responsibilities in the Company)
				In charge of Marketing Div. and Raw Material Procurement Div.
				[Reason for nomination as candidate for Director]
				Mr. Hiroaki Kawasaki has abundant operational experience in the
				business administration department. Since becoming a Director in
				June 2022, he has been responsible for the Foods Business and has
				contributed to the Group's development. The Company has appointed
				him as a candidate for Director as he can be expected to continue
				contributing to the Company's management.
				April 1987	Joined the Company
				July 2017	Vice General Manager, Human Resources Div.
				June 2018	General Manger, Human Resources Div.
		Reappointment		June 2020	Executive Officer; General Manager, Human
		Hiroshi Koura		Resources Div.
		June 2023	Director; Executive Officer (to present)
5	(November 27, 1963)	(Responsibilities in the Company)	1,700
[Attendance at the	In charge of Human Resources Div.
	[Reason for nomination as candidate for Director]
	Board of Directors
	Mr. Hiroshi Koura has abundant operational experience in the human
		meeting]	resources department. Since becoming a Director in June 2023, he has
	13/13 (100%)		been responsible for the human resources department and contributed
				to the Group's development. The Company has appointed him as a
				candidate for Director as he can be expected to continue contributing
				to the Company's management.

- 7 -

						Number
		Name	Past experience, and positions and responsibilities at	of shares
No.		of the
	(Date of birth)		the Company
			Company
						held
				April 1987	Joined the Company
				June 2013	General Manager, Secretariat Office, General
					Administration Div.
				July 2017	Vice General Manager, General Administration
		New appointment
				Div.; General Manager, Secretariat Office,
		Toru Otao		General Administration Div.
		February 2020	General Manager, Accounting & Finance Div.
	(November 26, 1963)
6	June 2022	Executive Officer; General Manager, Accounting	2,600
[Attendance at the		& Finance Div. (to present)
	[Reason for nomination as candidate for Director]
	Board of Directors
	Mr. Toru Otao has abundant operational experience in the accounting
		meeting]
		department. Since becoming an Executive Officer in June 2022, he
	-
		has been responsible for the accounting department and contributed
				to the Group's development. The Company has appointed him as a
				candidate for Director as he can be expected to further contribute to
				the Company's management.
				April 1988	Joined the Company
				July 2017	Vice General Manager, Production & Technology
					Div., Production & Technology Dept.
				June 2018	General Manager, Production & Technology
					Div., Production & Technology Dept.
				June 2020	Vice General Manager, Production & Technology
					Dept.; General Manager, Production &
					Technology Div., Production & Technology
					Dept.
				April 2021	Vice General Manager, Production & Technology
					Dept.; General Manager, Production &
		New appointment
				Technology Div.-1, Production & Technology
		Naoki Abe		Dept.
		(August 8, 1964)	June 2022	Executive Officer; Vice General Manager,
7					Production & Technology Dept.; General	7,200
	[Attendance at the		Manager, Production & Technology Div.-1,
	Board of Directors		Production & Technology Dept.
		meeting]	October 2022	Executive Officer; Vice General Manager,
	-			Production & Technology Dept. (to present)
				(Responsibilities in the Company)
				In charge of Quality Assurance Div., Central Research Laboratory,
				and Research & Development Dept.
				[Reason for nomination as candidate for Director]
				Mr. Naoki Abe has abundant operational experience in the
				manufacturing department. Since becoming an Executive Officer in
				June 2022, he has continued to serve as Vice General Manager of the
				Production & Technology Department and contribute to the Group's
				development. The Company has appointed him as a candidate for
				Director as he can be expected to further contribute to the Company's
				management.

- 8 -

								Number
			Name	Past experience, and positions and responsibilities at	of shares
No.			of the
(Date of birth)		the Company
		Company
								held
						April 1990	Joined the Ministry of Transport (currently
							Ministry of Land, Infrastructure, Transport and
							Tourism)
						April 1994	Registered as attorney
						April 1994	Joined Marunouchi Sogo Law Office
						January 2008	Partner, Marunouchi Sogo Law Office (to
							present)
						June 2014	Auditor, the Company
						April 2015	Professor, Legal Training and Research Institute,
							Supreme Court of Japan
		Reappointment		June 2017	Director, the Company (to present)
						(Significant concurrent position)
			Outside		Partner; Attorney, Marunouchi Sogo Law Office
	Naotaka Kawamata	Outside Director (Audit and Supervisory Committee Member),
8	TOREX SEMICONDUCTOR LTD.
	(May 1, 1965)	Outside Director	(Audit and Supervisory Committee Member),	7,000
	[Attendance at the	NIPPON DENSETSU KOGYO CO., LTD.
	[Reason for nomination as candidate for Outside Director and outline
	Board of Directors	of expected roles]
		meeting]	Mr. Naotaka Kawamata has abundant experience as an attorney and is
	16/16 (100%)		well versed in corporate legal affairs. Since becoming an Outside
						Director of the Company in June 2017, his expert views and extensive
						experience have been reflected in the Company's management.
						Likewise, as a member of the Advisory Committee, he has contributed
						to appropriate decision-making on compensation for executive officers
						and on nominations to the Board of Directors.
						Therefore, although he has never been directly involved in the
						management of a company other than as an outside officer, the
						Company determined that he is capable of appropriately advising and
						independently supervising the Board of Directors, and appoints him as
						a candidate for Outside Director.

- 9 -

								Number
			Name	Past experience, and positions and responsibilities at	of shares
No.			of the
(Date of birth)		the Company
		Company
								held
						April 1990	Research assistant of College of Agriculture and
							Veterinary Medicine (currently College of
							Bioresource Sciences) of Nihon University
						April 1994	Full-time lecturer of College of Agriculture and
							Veterinary Medicine (currently College of
							Bioresource Sciences) of Nihon University
						April 2002	Assistant professor of College of Bioresource
		Reappointment
							Sciences of Nihon University
						March 2011	Professor of College of Bioresource Sciences of
			Outside
					Nihon University (to present)
	Hitomi Kumagai	June 2022	Director, the Company (to present)
9	(Significant concurrent position)	0
(October 15, 1959)
Professor of College of Bioresource Sciences of Nihon University
	[Attendance at the	[Reason for nomination as candidate for Outside Director and outline
	of expected roles]
	Board of Directors
	Ms. Hitomi Kumagai has broad experience and insight in the field of
		meeting]
		food science as a university professor. Since becoming an Outside
	15/16 (94%)
		Director of the Company in June 2022, her expert views and abundant
						experience have been reflected in the Company's management.
						Therefore, although she has never been directly involved in the
						management of a company other than as an outside officer, the
						Company determined that she is capable of expertly advising and
						independently supervising the Board of Directors, and appoints her as
						a candidate for Outside Director.

- 10 -