Nippn : Convocation Notice for the 199th 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 7, 2023

To Shareholders with Voting Rights,

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

NIPPN CORPORATION

Toshiya Maezuru, Representative Director and President

Convocation Notice for the 199th Annual Shareholders Meeting

The 199th Annual Shareholders Meeting (the "Meeting") of NIPPN CORPORATION (the "Company") will be held as stated below.

If exercising your voting rights in writing or via the Internet, etc., please confirm the Reference Documents for the Annual Shareholders Meeting below and exercise your voting rights no later than 5:30 p.m. Japan time on Wednesday, June 28, 2023.

[Voting in writing]

Please indicate your approval or disapproval for the proposals on the enclosed 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 3 to 4 (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 a.m. Japan time, Thursday, June 29, 2023
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 199th Period (April 1, 2022 through March 31, 2023).

2. Non-consolidated Financial Statements for the 199th Period (April 1, 2022 through March 31, 2023).

Proposals to be resolved:

Proposal 1: Appropriation of Retained Earnings

Proposal 2: Election of Eleven Directors (Excluding Directors who are Audit and Supervisory Committee Members)

Proposal 3: Introduction of Performance-linked Stock Compensation Plan for Directors (Excluding Directors who are Audit and Supervisory Committee Members and Outside Directors)

4. Exercising voting rights:

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. • 1 -

1. 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.
2. 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.

5. Matters regarding the electronic provision of Reference Documents for the Annual Shareholders Meeting:

1. For this Meeting, in accordance with the provisions of the Companies Act and the Company's Articles of Incorporation, the Company has taken measures to electronically provide the Reference Documents for the Annual Shareholders Meeting, the Business Report, Consolidated Financial Statements and Non- consolidated Financial Statements on each website listed below. However, regardless of whether there was a request for delivery of documents based on the Companies Act, we will continue to send said information to all shareholders in this Convocation Notice as well.
2. 1. The Company's website (Shareholders Meetings page) https://www.nippn.co.jp/en/ir/meeting/index.html
   2. The Tokyo Stock Exchange website (TSE Listed Company Search)
      Please access the URL below, enter either "NIPPN" in the "Issue name (company name)" box or "2001" in the "Code" box, select "Basic information" in the Company's information column, and then select "Documents for public inspection/PR information" and "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" in sequence. https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
3. 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 posted on each website listed in (1) above. Therefore, they are not included in this Convocation Notice.
4. 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

Furthermore, the Business Report audited by the Audit and Supervisory Committee and the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit and Supervisory Committee and the Accounting Auditor comprise each document provided in this Convocation Notice, as well as the matters posted on each website listed in (1) above.

• 1. If the matters to be provided electronically require revisions, the revised versions shall be posted on each website listed in (1) above.
• If attending the Meeting, please submit the enclosed 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 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 199th fiscal year of 21 yen per share as an ordinary dividend. Accordingly, the annual dividend will be 40 yen per share, including an interim dividend of 19 yen per share.

1. Type of dividend property: Cash
2. Allotment of dividend property to shareholders and its total amount
   21 yen per share of the Company's common stock for a total of 1,640,381,421 yen
3. Effective date of the distribution of retained earnings June 30, 2023

- 3 -

Proposal 2: Election of Eleven 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 eleven Directors.

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:

				Number
	Name	Past experience, significant concurrent positions, and	of shares
No.	of the
(Date of birth)		positions and responsibilities at 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,
			Production & Technology Dept.; General
			Manager, Production & Technology Div.,
			Production & Technology Dept.
		December 2019 Director; Managing Director; General Manager,
	Toshiya Maezuru		Production & Technology Dept.; Chairman, Food
1		Research & Development Committee	16,200
(January 7, 1961)
	April 2020	Director; Senior Managing Director; General
			Manager, Production & Technology Dept.;
			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.
		[Attendance at the Board of Directors meeting] 16/16

- 4 -

				Number
	Name	Past experience, significant concurrent positions, and	of shares
No.	of the
(Date of birth)	positions and responsibilities at the Company
	Company
				held
		April 1983	Joined the Company
		January 2009	General Manager, Business Administration Div.,
			Wheat Flour Business Dept.
		April 2014	Vice General Manager, Wheat Flour Business
			Dept.; General Manager, Business Administration
			Div., Wheat Flour Business Dept.
		June 2014	Executive Officer; Vice General Manager, Wheat
			Flour Business Dept.; General Manager, Business
			Administration Div., Wheat Flour Business Dept.
		June 2015	Director; Executive Officer; Vice General
			Manager, Wheat Flour Business Dept.; General
			Manager, Business Administration Div., Wheat
			Flour Business Dept.
		June 2017	Director; Managing Director; Acting General
			Manager, Wheat Flour Business Dept.
	Toshifumi Horiuchi	June 2019	Director; Managing Director; General Manager,
2		Wheat Flour Business Dept.	13,600
(May 25, 1959)	April 2020	Director; Senior Managing Director; General
			Manager, Wheat Flour Business Dept.
		June 2020	Representative Director, Vice President and
			Executive Officer
			(to present)
		(Responsibilities in the Company)
		In charge of Wheat Flour Business Dept., Distribution Administration
		Div. and General Administration Dept.
		[Reason for nomination as candidate for Director]
		Mr. Toshifumi Horiuchi has abundant operational experience in the
		business administration department. Since becoming a Director in
		June 2015, he has been responsible for the Wheat Flour Business and
		has been central to 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.
		[Attendance at the Board of Directors meeting] 16/16

- 5 -