Nichimo : NOTICE OF THE 137th ANNUAL GENERAL MEETING OF SHAREHOLDERS

This document has been translated from 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: 8091 June 1, 2023 (Date of commencement of electronic provision measures: May 29, 2023)

To Shareholders with Voting Rights:

Kazuaki Matsumoto

President, Representative Director

NICHIMO CO., LTD.

2-20Higashi-Shinagawa2-chome,

Shinagawa-ku, Tokyo, Japan

NOTICE OF

THE 137th 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 137th Annual General Meeting of Shareholders of NICHIMO CO., LTD. (the "Company") will be held as described below.

When convening this general meeting of shareholders, the Company has taken the electronic provision measures and has posted matters subject to the electronic provision measures as the "Notice of the 137th Annual General Meeting of Shareholders" on each of the following websites.

[The Company website] https://www.nichimo.co.jp/english/

(Please access the Company website above and click on "Investor Relations" on the top menu and then click on "General Meeting of Shareholders" to review the information.)

[Tokyo Stock Exchange (TSE) website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(Please access the TSE website above, enter "NICHIMO" in the "Issue name (company name)" field or our stock exchange code "8091" in the "Code" field, and click on "Search" to find search results. Then, click on "Basic information" and "Documents for public inspection/PR information" in this order to find the matters subject to the electronic provision measures.)

If you do not attend the meeting, you can exercise your voting rights in writing or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by no later than 5:10 p.m. on Thursday, June 22, 2023, Japan time.

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1. Date and Time: Friday, June 23, 2023 at 10:00 a.m. Japan time *Reception starts at 9:00 a.m. Japan time

2. Place:	DIAMOND 30, Shinagawa Prince Hotel, 30th floor of Main Tower
	10-30 Takanawa 4-chome,Minato-ku Tokyo, Japan
	(Please note that we will hold the meeting in a different venue from that for
	the previous meeting. Accordingly, we ask you to refer to the "Map to the
	Venue of the General Meeting of Shareholders" at the end of this document
	to see the right place.)

3. Meeting Agenda:

Matters to be reported:1. The Business Report and Consolidated Financial Statements for the

Company's 137th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the Accounting Auditor and the Audit & Supervisory Committee of the Consolidated Financial Statements

2. The Non-consolidated Financial Statements for the Company's 137th Fiscal Year (April 1, 2022 - March 31, 2023)

Proposal to be resolved:

Election of Six (6) Directors (excluding Directors Serving as Audit &

Supervisory Committee Member)

4. Other Matters Concerning Convocation of the General Meeting of Shareholders

• 1. If you have exercised your voting rights more than once via the Internet, the last vote will be treated as the valid one.
  2. If you have exercised your voting rights both by posting the Voting Rights Exercise Form by mail and via the Internet, only the vote exercised via the Internet, will be treated as the valid one.
  3. If you show no indication of approval or disapproval of the proposal on the Voting Rights Exercise Form, we will treat it as an indication of approval.
  4. Among the matters subject to the electronic provision measures, the following matters will not be provided in the paper copy to shareholders who made a request for delivery of documents in accordance with the provisions of laws and regulations and Article 15, paragraph (2) of the Articles of Incorporation of the Company. Accordingly, the paper copy to be delivered to shareholders who made a request for delivery of documents constitutes only part of the documents audited by "the Audit & Supervisory Committee Auditor and Accounting in preparation of audit reports.
  5. 1. Notes to Consolidated Financial Statements in Consolidated Financial Statements
     2. Notes to Non-consolidated Financial Statements in Non-consolidated Financial Statements
• For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
• If any revisions to the matters subject to electronic provision measures arise, a notice to that effect and the matters before and after the revision will be posted in Japanese on each of the websites mentioned above.
• For this Annual General Meeting of Shareholders, the Company sends a paper copy of the matters subject to electronic provision measures to all shareholders regardless of whether or not they made a request for delivery of documents.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal: Election of Six (6) Directors (excluding Directors Serving as Audit & Supervisory Committee Member)

The term of office of the current six (6) Directors (excluding Directors Serving as Audit & Supervisory Committee Member; hereinafter, the same applies in this proposal) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of six (6) Directors is proposed.

With respect to this proposal, the Audit & Supervisory Committee has provided its opinion to the effect that all candidates for Directors are qualified.

The candidates for Directors are as follows.

No		Name	Gender	Current positions and responsibilities	Years served
	(at conclusion of
.	(Date of birth)	at the Company
	this Meeting)
1	[Reappointment]		Kazuaki Matsumoto	Male	President, Representative Director	15 years
	(January 11, 1954)
			Yoshitomo Yageta		Senior Managing Director, Executive
2	[Reappointment]		Male	Officer, Assistant to the President in	13 years
	(January 25, 1952)	charge of overall corporate
					management
			Tadayoshi Koremura		Managing Director in charge of food
3	[Reappointment]		Male	business section	11 years
	(December 20, 1955)
4	[Reappointment]		Yoshiyuki Tsuchida	Male	Director, Executive Officer, General	11 years
	(January 10, 1961)	Manager of Food Business Division
5	[Reappointment]		Toshihiko Suwabe	Male	Director, Executive Officer, Head of	3 years
	(March 1, 1960)	Osaka Branch
			Shinya Aoki		Director, Executive Officer, General
6	[Reappointment]		Male	Manager of Marine Business	1 year
	(June 5, 1962)
				Division

Notes: 1. There is no special interest between each candidate for Director and the Company.

2. The Company has entered into a directors and officers liability insurance agreement provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company to cover damage that could arise due to the insured directors assuming responsibility for the performance of their duties or from claims pertaining to the pursuit of the said responsibility. If this proposal is approved, each candidate for Director will be included in the insured under the policy.

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	Name		Career summary, positions, responsibilities,	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held
		April 1976	Joined the Company
		June 2000	Manager of Food Sales Department 2
		April 2002	Head of Fukuoka Branch
		June 2003	Executive Officer, Manager of Biotics Sales
			Department
	Kazuaki Matsumoto	April 2007	Executive Officer, Manager of Food Business
	(January 11, 1954)		Department 1	4,000
	April 2008	Executive Officer, General Manager of Food
	[Reappointment]		Business Division
1	June 2008	Director, Executive Officer, General Manager of
		Food Business Division
		June 2011	Managing Director, General Manager of Food
			Business Division
		June 2014	President, Representative Director (current
			position)
	[Reason for nomination]
	Mr. Kazuaki Matsumoto currently serves as President and Representative Director of the Company. We
	believe that, based on his abundant experience and extensive knowledge as a business manager, Mr. Kazuaki
	Matsumoto is capable of enhancing the effectiveness of the Company's management and properly executing his
	duties as Director. Accordingly, we have nominated him as Director of the Company.

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	Name		Career summary, positions, responsibilities,	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held
		April 1975	Joined the Company
		April 2005	Manager of Finance Department
		April 2007	Executive Officer, Manager of Finance
			Department
		April 2008	Executive Officer, Manager of General Affairs
			Department and Finance Department
		April 2009	Executive Officer in charge of administrative
			section, Manager of Finance Department
		April 2010	Executive Officer in charge of administrative
			section, Manager of Corporate Planning Office and
			Finance Department
		June 2010	Director, Executive Officer in charge of
			administrative section, Manager of Corporate
			Planning Office and Finance Department
	Yoshitomo Yageta	July 2011	Director, Executive Officer in charge of
		administrative section, Manager of Finance
	(January 25, 1952)
		Department	4,900
		June 2014	Managing Director in charge of administrative
	[Reappointment]		section, Manager of Finance Department
		April 2016	Managing Director in charge of administrative
2			section
	June 2016	Managing Director in charge of administrative
			section and group companies
		January 2017	Managing Director in charge of administrative
			section and group companies, Manager of Finance
			Department
		June 2018	Managing Director in charge of administrative
			section and group companies, Manager of General
			Affairs Department and Finance Department
		October 2019	Managing Director in charge of administrative
			section and group companies, Manager of General
			Affairs Department
		April 2022	Managing Director in charge of administrative
			section and group companies
		June 2022	Senior Managing Director, Executive Officer,
			Assistant to the President in charge of overall
			corporate management (current position)

[Reason for nomination]

Mr. Yoshitomo Yageta has abundant experience and extensive knowledge gained throughout his career mainly in the administrative section. We thus believe that he is capable of enhancing the effectiveness of the Company's management and appropriately executing his duties as Director. Accordingly, we have nominated him as Director of the Company.

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