Nippon Aqua : NOTICE OF THE 19th ANNUAL GENERAL MEETING OF SHAREHOLDERS

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: 1429 March 10, 2023 (Commencement date of measures for electronic provision: March 6, 2023)

To Shareholders with Voting Rights:

Fumitaka Nakamura

President and Representative Director

Nippon Aqua Co., Ltd.

2-16-2 Konan, Minato-ku, Tokyo,

Japan

NOTICE OF

THE 19th ANNUAL GENERAL MEETING OF SHAREHOLDERS

We hereby inform you that the 19th Annual General Meeting of Shareholders of Nippon Aqua Co., Ltd. (the "Company") will be held as described below.

In the convocation of this General Meeting of Shareholders, measures for electronic provision will be implemented and matters subject to these measures will be posted as the "Notice of the 19th Annual General Meeting of Shareholders" on the internet on the following website.

The Company's website: https://www.n-aqua.jp/ir-en/stock/resolve/

In addition to the above, matters subject to the measures for electronic provision will also be posted on the internet on the website of the Tokyo Stock Exchange, available through the following link. Please access the Tokyo Stock Exchange's website and enter or search for the Company's issue name (company name) or securities code, and select "Basic information" followed by "Documents for public inspection/PR information" to peruse information that has been posted.

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

Although the Company will ensure that appropriate measures are implemented to prevent the spread of COVID-19 in holding this General Meeting of Shareholders, please take into account the current situation and your own personal health on the day of the Meeting when considering whether you will attend in person. If you are unable to attend the Meeting, the Company requests that you exercise your voting rights beforehand in writing (postal mail) or via the internet (electromagnetic means).

If you wish to 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 so they arrive or are submitted no later than 6:00 p.m. (JST) on Monday, March 27, 2023.

[Exercise of voting rights in writing]

Please indicate your approval or disapproval of the proposals on the enclosed voting form, and return it so that your vote is received no later than the above exercise deadline.

[Exercise of voting rights via the internet]

Please access the website for exercising voting rights (https://evote.tr.mufg.jp/, available in Japanese). Use the "login ID" and "temporary password" described in the enclosed voting form, and follow the directions on the screen to register your approval or disapproval of the proposals no later than the above exercise deadline.

When exercising voting rights via the internet, please refer to "Guidance Notes on the Exercise of Voting Rights via the Internet" on page 4 of the Japanese version of this document and indicate your approval or disapproval of the proposals by the above exercise deadline.

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Proposal 4:

Proposal 5:

Proposal 6:

Proposal 7:

Proposal 8:

1. Date and Time: Tuesday, March 28, 2023 at 10:00 a.m. Japan time (Reception starts at 9:00 a.m.)

2. Place:	3rd Floor, Annex Building, Shinagawa Season Terrace Conference
	1-2-70 Konan, Minato-ku, Tokyo, Japan

3. Meeting Agenda:

Matters to be reported:The Business Report and Non-consolidated Financial Statements for the

Company's 19th Fiscal Year (from January 1, 2022 to December 31, 2022)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Election of Four (4) Directors Who Are Audit and Supervisory Committee Members

Election of One (1) Substitute Director Who is an Audit and Supervisory Committee Member

Establishment of Amount of Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Establishment of Amount of Remuneration for Directors Who Are Audit and Supervisory Committee Members

Establishment of Restricted Stock Remuneration Plan for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members and Outside Directors)

4 Matters Determined for Convocation of General Meeting of Shareholders:

• 1. Among the matters subject to the measures for electronic provision, in accordance with the related laws and regulations and Article 15 of the Company's Articles of Incorporation, the
     Notes to Non-consolidated Financial Statements are not included in the paper copy to be sent to shareholders who have requested it. Accordingly, the paper copy to be sent to shareholders who have requested it represents only part of the applicable documents which the Auditors and Accounting Auditor audited to prepare their audit reports.
  2. If voting rights are exercised in duplicate via both the internet and the voting form, the exercise of voting rights via the internet shall prevail. In addition, if voting rights are exercised multiple times via the internet, the vote made last shall prevail.
  3. If neither approval nor disapproval is indicated for each of the proposals on the voting form, it shall be treated as indicating approval for propositions by the Company.
• If you are able to attend the Meeting, you are kindly requested to present the enclosed voting form at the reception.
• Any revisions to the matters subject to the measures for electronic provision will be posted as detailed before and after revision on the internet on the Company's website and the Tokyo Stock Exchange's website as listed above.
• Other relevant notices and information for shareholders will be posted on the Company's website. Please access the Company's website to peruse the latest information available.
• The results of resolutions made at this General Meeting of Shareholders will be posted on the
  Company's website following the conclusion of the Meeting instead of sending a notice on paper by mail.

(Notice on Preventing the Spread of COVID-19)

In holding this General Meeting of Shareholders, the Company places the highest priority on prevention of the spread of COVID-19. On the day of the General Meeting of Shareholders, in order to reduce the risk of infection, we intend to shorten the time for proceedings, increase the space provided between seats, and implement further measures including temperature checks, required face masks, and the provision of alcohol-based disinfectant. Please be advised that the number of seats available is expected to be around 30, and there is a possibility that you may be denied entry even if you have come to the venue.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

Regarding the appropriation of surplus, the Company proposes the following.

Matters concerning year-end dividends

Considering the enhancement of the corporate structure, future business development, and other matters, the Company has decided to pay a year-end dividend of ¥24 per share for the fiscal year under review.

1. Matters concerning the allotment of dividend property to shareholders and the total amount ¥24 per common share of the Company
   Total amount: ¥751,507,896
2. Effective date of distribution of surplus

March 29, 2023

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments
2. 1. In order to further strengthen the supervisory function of the Board of Directors and seek to enhance the corporate governance structure, the Company proposes transitioning to a Company with an Audit and Supervisory Committee. Accordingly, the Company will establish new provisions regarding Audit and Supervisory Committee Members and the Audit and Supervisory Committee, delete provisions regarding Auditors and the Board of Auditors, and establish new provisions regarding the delegation of decision in the execution of operations as required for the transition to a Company with an Audit and Supervisory Committee, as well as making amendments to provisions regarding the number of Directors.
   2. In line with the above, amendments will be made to relevant sections, including adjusting the numbering of articles, the addition/deletion and amendment of certain provisions and wording, and other necessary adjustments.
3. Description of the amendments

Description of the amendments is as follows:

					(Amended parts are underlined.)
Current Articles of Incorporation				Proposed Amendments
(Establishment of Organs)	(Establishment of Organs)
Article 4.	The Company shall have the	Article 4.		The Company shall have the
	following organs in addition to the				following organs in addition to the
	General Meeting of Shareholders				General Meeting of Shareholders
	and Directors:				and Directors:
	(1) Board of Directors;				(1) Board of Directors;
	(2) Auditors;				(2) Audit and Supervisory
					Committee; and
	(3) Board of Auditors; and				(Deleted)
	(4)Accounting Auditor				(3)Accounting Auditor
(Number of Directors)	(Number of Directors)
Article 19.	The number of the Company's	Article 19.		The number of the Company's
	Directors shall be not more than ten				Directors (excluding Directors who
	(10).				are Audit and Supervisory
					Committee Members)shall be not
					more than eight (8).
(New)			2 The number of the Company's
				Directors who are Audit and
				Supervisory Committee Members
				shall be not more than five (5).

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Current Articles of Incorporation

Proposed Amendments

(Election of Directors)

(Election of Directors)

Article 20.

Directors shall be elected at the

Article 20.

Directors shall be elected at the

General Meetings of Shareholders.

General Meetings of Shareholders,

making a distinction between

Directors who are Audit and

Supervisory Committee Members

and other Directors.

2

(Omitted)

2

(Unchanged)

3

(Omitted)

3

(Unchanged)

(New)

4 The effect of advance election of a

Substitute Director who is an Audit

and Supervisory Committee

Member shall last until the opening

of the Annual General Meeting of

Shareholders held for the last fiscal

year that ends within two (2) years

from the General Meeting of

Shareholders of such election.

(Terms of Office of Directors)

(Terms of Office of Directors)

Article 21.

The terms of office of Directors

Article 21.

The terms of office of Directors

shall expire at the conclusion of the

(excluding Directors who are Audit

Annual General Meeting of

and Supervisory Committee

Shareholders held for the last fiscal

Members)shall expire at the

year that ends within one (1) year

conclusion of the Annual General

from assumption of office.

Meeting of Shareholders held for

the last fiscal year that ends within

one (1) year from assumption of

office.

2 The term of office of a Director who

2 The term of office of a Director who

was elected to increase the number

is an Audit and Supervisory

of Directors or as a substitute shall

Committee Membershall expire at

expire at the time when the term of

the conclusion of the Annual

office of the other Directors expire.

General Meeting of Shareholders

held for the last fiscal year that ends

within two (2) years from

(New)

assumption of office.

3 The term of office of a Director who

is an Audit and Supervisory

Committee Member who was

elected to fill a vacancy of a

Director who is an Audit and

Supervisory Committee Member

who retired prior to expiration of the

term shall expire at the time when

the term of office of the retiring

Director who is an Audit and

Supervisory Committee Member

expires.

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