Nisshinbo : Notice of Convocation of The 180th Ordinary General Meeting of Shareholders

Translation: Please note that the following purports to be an accurately translated excerpt of the original Japanese version prepared for the convenience of investors outside Japan. However, in the case of any discrepancy between the translation and the Japanese original, the latter shall prevail.

Stock Exchange Code: 3105

March 8, 2023

(Electronic Provision Measures Commencement Date: March 2, 2023)

Dear Shareholders:

Nisshinbo Holdings Inc.

2-31-11, Nihonbashi Ningyo-cho,Chuo-ku, Tokyo

Masahiro Murakami

President and Director

Notice of Convocation of

The 180th Ordinary General Meeting of Shareholders

You are cordially invited to the 180th Ordinary General Meeting of Shareholders of Nisshinbo Holdings Inc. (the "Company").

If you are unable to attend the meeting in person, you may exercise your voting rights in advance either by mail or via the Internet. The Company respectfully requests you to study the "Reference Document Concerning the General Meeting of Shareholders" below and exercise your voting rights on or before 5:00 p.m. (JST) March 29, 2023 (Wednesday):

[In case of exercising voting rights by mail]

Please indicate on the Voting Rights Exercise Form enclosed herewith your approval or disapproval to the items on the agenda, and return the form to be received by the Company by mail on or before the time limit stated above.

[In case of exercising voting rights via the Internet]

Please log in and indicate whether you approve or disapprove the items on the agenda on or before the time limit stated above upon making reference to "Information for exercising voting rights by the Internet" on pages 17 and 18 (though available for Japanese resident shareholders only).

PARTICULARS

1. Date and Time of the Meeting:

Thursday, March 30, 2023 at 10:00 a.m. (Reception starts at 9:00 a.m.)

1. Place of the Meeting:
   Ariake Room, 2nd Floor, Royal Park Hotel
   2-1-1 Nihonbashi Kakigara-cho,Chuo-ku, Tokyo, Japan
2. Matters to be dealt with at the Meeting:

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Matters to be Reported:

1. Report on the Business Report, the Consolidated Financial Statements for the 180th Fiscal Year (from January 1, 2022 to December 31, 2022) and the Results on the Audits of Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board.
2. Report on the Non-Consolidated Financial Statements for the 180th Fiscal Year (January 1, 2022 to December 31, 2022).

Matters to be Resolved:

First Item of Business: Election of Eleven (11) Directors

Second Item of Business: Election of Four (4) Audit & Supervisory

Board Members

Third Item of Business: Election of One (1) Substitute Audit & Supervisory Board Member

1. Matters related to Exercise of Voting Rights:
2. 1. If there is no indication of approval or disapproval for the proposals on the returned voting form, it will be treated as an indication of approval.
   2. In the event that a shareholder exercises voting rights both by return mail (Voting Rights Exercise Form) and via the Internet, the Company will consider the exercise of voting rights via the Internet to be valid.
   3. In the event that a shareholder exercises voting rights via the Internet more than once, the Company will consider the last exercise of voting rights to be valid.
   4. In the event that a shareholder exercises voting rights through an agent, the agent shall be a shareholder having a voting right. Furthermore, a document verifying the power of attorney shall be submitted to the Company.
3. Matters related to Measures for Electronic Provision

The Company has taken measures for electronic provision to convene this General Meeting of Shareholders. The information which is the content of Reference Document Concerning the General Meeting of Shareholders (the Electronic Provision Measures Matters) is stated in "180th (from January 1, 2022 to December 31, 2022)" of "General Meeting of Shareholders" on the Company website.

Website of the Company

https://www.nisshinbo.co.jp/ir/stock/meeting.html

In addition to the above, the Electronic Provision Measures Matters are available at "Listed Company Search" on the website of the Tokyo Stock Exchange, Inc.

Website of the Tokyo Stock Exchange, Inc.

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

*You can find the relevant information by inputting either Nisshinbo in "Issue name' or "3105" in "Code" and then by clicking "Basic information", "Documents for public inspection/PR information" and "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting (Click here for access)."

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 The following matters out of the Electronic Provision Measures Matters are not stated in the document that will be issued to shareholders who requested the issuance of such a document (the Document) pursuant to the relevant laws and regulations as well as the provisions of the Article 14 of the Articles of Incorporation of the Company.

"Major offices," "Principal lenders and the amount of borrowings," "Other important matters regarding the current status of the Company group," "Status of the stock acquisition rights," "Status of the outside officers," "Status of the accounting auditors," "Structure to ensure appropriate business operations and operating status of said structure," and "Basic policy regarding control of the company" of the Business Report, "Consolidated statements of changes in net assets" and "Notes to consolidated financial statements" of the Consolidated Financial Statements, and "Non-consolidated statements of changes in net assets" and "notes to non-consolidated financial statements" of the Non-consolidated Financial Statements.

*The Document has been sent to all shareholders for this General Meeting. *Please also refer to the website below about the content of the Electronic Provision System.

https://www.tr.mufg.jp/daikou/denshi.html

 If there is any amendment to the contents of the Electronic Provision Measures Matters, the Company will announce such amendment on the Company website and the website of the Tokyo Stock Exchange, Inc. as referred to in the above "5. Matters related to Measures for Electronic Provision."

[To Institutional Investors]

You may use the "electronic proxy-voting platform" for electromagnetic voting for the General Shareholders Meeting of the Company.

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Reference Document Concerning the General Meeting of Shareholders

First Item of Business: Election of Eleven (11) Directors

The term of office of all of the Twelve (12) Directors will expire at the conclusion of this General Meeting.

Accordingly, the Company would like to propose the election of Eleven (11) Directors (including Five (5) Outside Directors).

The candidates are as follows:

No.			Attribute of	Current Positions and Responsibilities at the	Attendance at the
Name	Board of Directors'
Candidate of Director	Company
			meetings
1	Masahiro Murakami	Re-Nominated	President and Representative Director	100.0%
(Male)		(All 16 meetings)
2	Takeshi Koarai	Re-Nominated	Representative Director and Senior Executive	100.0%
(Male)		Managing Officer	(All 16 meetings)
3	Satoru Taji	Re-Nominated	Director and Executive Managing Officer	100.0%
(Male)		(All 13 meetings*)
4	Kazunori Baba	Re-Nominated	Director and Executive Managing Officer	100.0%
(Male)		Chief of Corporate Strategy Center	(All 16 meetings)
5	Yasuji Ishii	Re-Nominated	Director and Managing Officer	100.0%
(Male)		(All 16 meetings)
6	Shuji Tsukatani	Re-Nominated	Director and Managing Officer	100.0%
(Male)		Senior Manager of Finance, Accounting & IT	(All 16 meetings)
		Service Department of Corporate Strategy Center
7	Keiji Taga	Re-Nominated	Director	93.8%
(Male)	Outside Director	(15 out of 16
	Independent Director		meetings)
8	Hiroaki Yagi	Re-Nominated	Director	100.0%
Outside Director
(Male)	(All 16 meetings)
	Independent Director
9	Naoko Tani	Re-Nominated	Director	100.0%
Outside Director
(Female)	(All 16 meetings)
	Independent Director
10	Richard Dyck	Newly Nominated		-
Outside Director
(Male)
	Independent Director
11	Yuki Ikuno	Newly Nominated		-
(Female)	Outside Director
	Independent Director
Independent Director	Director designated as Independent Officer and filed with the stock exchange

• After assumption of office as a Director in March 2022

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1	Masahiro Murakami (Male) (Date of birth: September 7, 1958 Age: 64)

• Brief personal profile, title and responsibilities

Re-Nominated

• Number of Years on Board of Directors
  12 years and 9 months (after this AGM)
• Attendance at the Board of Directors' meetings 100.0%
  (All 16 meetings)
• Number of Company's shares held
  75,050 shares

April 1982 Joined the Company

April 2008 Managing Officer, Senior Manager of Corporate Governance Department of Corporate Strategy Center, Senior Manager of Human Resources & Administration Service Department of Business Support Center (served concurrently) and General Manager of Property Management Department of the Company (served concurrently)

April 2009 Deputy Chief of Business Support Center (served concurrently), Senior Manager of Corporate Strategy Department of Corporate Strategy Center (served concurrently) and Senior Manager of Finance, Accounting & IT Service Department of Business Support Center of the Company (served concurrently)

June 2010 Director, Managing Officer and Chief of Business Support Center of the Company (served concurrently)

January 2012 Responsible for Property Management Department of the Company (served concurrently)

June 2012 Director, Executive Managing Officer and Deputy Chief of Corporate Strategy Center of the Company (served concurrently)

June 2014 Chief of Corporate Strategy Center of the Company (served concurrently)

June 2015 Director and Senior Executive Managing Officer of the Company

June 2016 Representative Director and Senior Executive Managing Officer of the Company

June 2018 Vice President and Representative Director of the Company

March 2019 President and Representative Director of the Company (to the present)

• Significant concurrent positions at companies other than the Company None
• Reason for election of candidate for Director and outline of expected role
  After his assumption of office as Director of the Company in June 2010, Mr. Masahiro Murakami held key senior positions as Chief of Business Support Center, Chief of Corporate Strategy Center, etc. Since March 2019, he has served as President and Representative Director of the Company and managed the Company and the Group. The Company has judged that he would be fully able to perform his duties as Director in light of his substantial perception and performance, and high expertise regarding business of the Group. Accordingly, he has been proposed as a candidate.

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