Nisshinbo : Notice of Convocation of The 181st Ordinary General Meeting of Shareholders

Note: This document is a partial translation 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.

Stock Exchange Code: 3105

March 8, 2024

(Electronic Provision Measures Commencement Date: March 1, 2024)

Dear Shareholders:

Nisshinbo Holdings Inc.

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

Masahiro Murakami

President and Director

Notice of Convocation of

The 181st Ordinary General Meeting of Shareholders

We would like to express our deepest sympathies to all those suffered from the 2024 Noto Peninsula Earthquake.

You are cordially invited to the 181st 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 27, 2024 (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" (though available for Japanese resident shareholders only).

PARTICULARS

1. Date and Time of the Meeting:

Thursday, March 28, 2024 at 10:00 a.m. (Reception starts at 9:00 a.m.)

2. Place of the Meeting:

Ariake Room, 2nd Floor, Royal Park Hotel

2-1-1 Nihonbashi Kakigara-cho,Chuo-ku, Tokyo, Japan

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3. Matters to be dealt with at the Meeting: Matters to be Reported:

1. Report on the Business Report, the Consolidated Financial Statements for the 181st Fiscal Year (from January 1, 2023 to December 31, 2023) 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 181st Fiscal Year (January 1, 2023 to December 31, 2023).

Matters to be Resolved:

First Item of Business:	Election of Ten (10) Directors
Second Item of Business:	Election of One (1) Audit & Supervisory
	Board Member
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 "181st (from January 1, 2023 to December 31, 2023)" 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 Ten (10) Directors

The term of office of all of the Eleven (11) Directors will expire at the conclusion of this General Meeting.

Accordingly, the Company would like to propose the election of Ten (10) Directors (including Five (5) Outside Directors).

The candidates are as follows:

			Attribute of	Current Positions and Responsibilities at the	Attendance at the
No.	Name	Board of Directors'
Candidate of Director	Company
			meetings
1	Masahiro Murakami	Re-Nominated	President and Representative Director	100.0%
(Male)			(All 17 meetings)
2	Takeshi Koarai	Re-Nominated	Representative Director and Senior Executive	100.0%
(Male)			Managing Officer	(All 17 meetings)
3	Satoru Taji		Re-Nominated	Director and Executive Managing Officer	100.0%
(Male)			(All 17 meetings)
4	Yasuji Ishii		Re-Nominated	Director and Managing Officer	100.0%
(Male)			Deputy Chief of Corporate Strategy Center	(All 17 meetings)
5	Shuji Tsukatani	Re-Nominated	Director and Managing Officer	100.0%
(Male)			Senior Manager of Finance, Accounting & IT	(All 17 meetings)
			Service Department of Corporate Strategy Center
6	Keiji Taga		Re-Nominated	Director	100.0%
	Outside Director
(Male)		(All 17 meetings)
		Independent Director
7	Hiroaki Yagi		Re-Nominated	Director	100.0%
	Outside Director
(Male)		(All 17 meetings)
		Independent Director
8	Naoko Tani		Re-Nominated	Director	100.0%
	Outside Director
(Female)		(All 17 meetings)
		Independent Director
9	Richard Dyck		Re-Nominated	Director	100.0%
	Outside Director
(Male)		(All 14 meetings*)
		Independent Director
10	Yuki Ikuno		Re-Nominated	Director	100.0%
	Outside Director
(Female)		(All 14 meetings*)
		Independent Director
	Director designated as Independent Officer and filed with the stock exchange
Independent Director

* After assumption of office as a Director in March 2023

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Re-Nominated

1	Masahiro Murakami (Male) (Date of birth: September 7, 1958 Age: 65)

• Brief personal profile, title and responsibilities

• Number of Years on Board of Directors
  13 years and 9 months (after this AGM)
• Attendance at the Board of Directors' meetings
  100.0%
  (All 17 meetings)
• Number of Company's shares held
  85,620 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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Re-Nominated

2	Takeshi Koarai (Male) (Date of birth: April 5, 1959 Age:64)

• Brief personal profile, title and responsibilities
  April 1982 Joined Japan Radio Co., Ltd.
  April 2010 General Manager of Technical Development Department of Research and Development Headquarters of Japan Radio Co., Ltd.
  April 2011 Director of Laboratory of Research and Development Headquarters of Japan Radio Co., Ltd.
  April 2012 Executive Officer and General Manager of Research and Development Headquarters of Japan Radio Co., Ltd.

• Number of Years on Board of Directors 3 years
  (after this AGM)
• Attendance at the Board of Directors' meetings
  100.0%
  (All 17 meetings)
• Number of Company's shares held
  11,523 shares

June 2012	Director of Laboratory of Japan Radio Co., Ltd.
April 2017	Deputy General Manager of Technical Headquarters of Japan Radio Co., Ltd.
June 2017	Director, Executive Officer, General Manager of Technical Headquarters, and
	Executive of Research and Development of Japan Radio Co., Ltd. (served
	concurrently)
April 2019	General Manager of Technical Development Headquarters, and Executive of
	Business Creation of Japan Radio Co., Ltd. (served concurrently)
March 2020	Representative Director and President of Japan Radio Co., Ltd. (to the present)
March 2021	Director and Senior Executive Managing Officer of the Company
March 2022	Representative Director and Senior Executive Managing Officer of the Company
	(served concurrently, to the present)

• Significant concurrent positions at companies other than the Company Representative Director and President of Japan Radio Co., Ltd.
• Reason for election of candidate for Director and outline of expected role
  Since June 2017, Mr. Takeshi Koarai has served as Director of Japan Radio Co., Ltd. Since March 2020, he has served as President and Representative Director of Japan Radio Co., Ltd. and assumed office as Director of the Company in March 2021 and as Representative Director of the Company in March 2022. The Company has judged that he would be fully able to perform his duties as Director in light of his management experience and performance in the wireless and communication business, and substantial perception and high expertise regarding technology, research and development. Accordingly, he has been proposed as a candidate.

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Re-Nominated

3	Satoru Taji (Male) (Date of birth: December 12, 1957 Age:66)

• Brief personal profile, title and responsibilities

• Number of Years on Board of Directors 2 years
  (after this AGM)
• Attendance at the Board of Directors' meetings
  100.0%
  (All 17 meetings)

April 1981	Joined Ricoh Company, Ltd.
April 2008	General Manager, Imaging System LSI Development Center of Ricoh Company,
	Ltd.
April 2014	Corporate Associate Advisory Officer and Deputy General Manager, Electronic
	Devices Division of Ricoh Company, Ltd. (served concurrently)
October 2014	Director of Ricoh Electronic Devices Co., Ltd.
April 2015	Group Executive Officer of Ricoh Company, Ltd.
	Representative Director, President of Ricoh Electronic Devices Co., Ltd.
June 2018	Director of New Japan Radio Co., Ltd. (currently Nisshinbo Micro Devices Inc.)
March 2021	Managing Officer of the Company
January 2022	Executive Managing Officer of the Company
	Representative Director, President of Nisshinbo Micro Devices Inc. (to the present)
March 2022	Director and Executive Managing Officer of the Company (served concurrently, to
	the present)

• Number of Company's shares held
  8,730 shares

• Significant concurrent positions at companies other than the Company
  Chairperson and Director of Nisshinbo Micro Devices Inc. (to be assumed in late March 2024)
• Reason for election of candidate for Director and outline of expected role
  Mr. Satoru Taji served as Representative Director, President of Ricoh Electronic Devices Co., Ltd., from April 2015 and assumed the office of Representative Director, President of Nisshinbo Micro Devices Inc., which is the new company established through the merger of New Japan Radio Co., Ltd., and Ricoh Electronic Devices Co., Ltd., in January 2022. He also assumed the office of Director of the Company in March 2022. The Company has judged that he would be fully able to perform his duties as Director in light of his management experience and performance in the Microdevices business, and high expertise regarding technology, research and development. Accordingly, he has been proposed as a candidate.

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Re-Nominated

4	Yasuji Ishii (Male) (Date of birth: December 25, 1964 Age:59)

• Brief personal profile, title and responsibilities

• Number of Years on Board of Directors 5 years
  (after this AGM)
• Attendance at the Board of Directors' meetings
  100.0%
  (All 17 meetings)
• Number of Company's shares held
  20,055 shares

April 1988 Joined the Company

April 2011 Managing Officer and General Manager of Production of Friction Materials Division of Nisshinbo Brake Inc.

April 2013 Executive Managing Officer, Senior Manager of Strategy Office, General Manager of Product Division (served concurrently) and Engineering Division of Nisshinbo Brake Inc. (served concurrently)

June 2013 Director and Executive Managing Officer of Nisshinbo Brake Inc. January 2015 Senior Manager of Brake R&D Division of Nisshinbo Brake Inc.

April 2015 Vice President and Director of Nisshinbo Brake Inc.

June 2015 Managing Officer of the Company

June 2017 President and Representative Director of Nisshinbo Brake Inc.

March 2019 Director and Managing Officer of the Company (to the present)

March 2023 Deputy Chief of Corporate Strategy Center of the Company (to the present) Chairperson and Director of Nisshinbo Brake Inc. (served concurrently, to the present)

• Significant concurrent positions at companies other than the Company Chairperson and Director of Nisshinbo Brake Inc. (to resign in late March 2024)
• Reason for election of candidate for Director and outline of expected role
  Since June 2017, Mr. Yasuji Ishii has served as President and Representative Director of Nisshinbo Brake Inc. Since March 2019, he also has served as Director of the Company and is concurrently in a position of Deputy Chief of Corporate Strategy Center of the Company and Chairperson and Director of Nisshinbo Brake Inc. The Company has judged that he would be fully able to perform his duties as Director in light of his management experience and performance in the brakes business, and substantial perception and high expertise in production and technology. Accordingly, he has been proposed as a candidate.

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Re-Nominated

5	Shuji Tsukatani (Male) (Date of birth: September 6, 1962 Age:61)

• Brief personal profile, title and responsibilities

• Number of Years on Board of Directors 4 years
  (after this AGM)
• Attendance at the Board of Directors' meetings
  100%
  (All 17 meetings)
• Number of Company's shares held
  21,255 shares

April 1986	Joined the Company
January 2014	Senior Manager of Finance and Accounting Group of Finance, Accounting & IT
	Service Department of Business Support Center of the Company
June 2015	Senior Manager of Finance, Accounting & IT Service Department of Business
	Support Center of the Company
April 2018	Managing Officer of the Company
March 2020	Director and Managing Officer of the Company (to the present)
April 2020	Senior Manager of Finance, Accounting & IT Service Department of Corporate
	Strategy Center 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
  Since June 2015, Mr. Shuji Tsukatani has served as Senior Manager of Finance, Accounting & IT Service Department. Since March 2020, he also has served as Director of the Company. The Company has judged that he would be fully able to perform his duties as Director in light of his management experience, substantial perception and business experience, and high expertise for finance and accounting. Accordingly, he has been proposed as a candidate.

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6	Keiji Taga (Male) (Date of birth: July 25, 1950 Age:73)

• Brief personal profile, title and responsibilities

Re-Nominated

Outside Director

Independent Director

• Number of Years on Board of Directors 5 years
  (after this AGM)
• Attendance at the Board of Directors' meetings
  100.0%
  (All 17 meetings)
• Number of Company's shares held
  0 shares

April 1973 Joined Japan Development Bank (currently Development Bank of Japan Inc.)

October 1999 General Manager of Urban Development Department of Development Bank of Japan Inc.

June 2002 General Manager of General Affairs Department of Development Bank of Japan Inc.

June 2004 Executive Director of Development Bank of Japan Inc.

October 2008 Director and Executive Managing Officer of Development Bank of Japan Inc.

June 2009 Vice President and Representative Director of Tokyo Ryutsu Center Inc. President and Representative Director of TRC Service Co., Ltd.

June 2013 President and Representative Director of Tokyo Ryutsu Center Inc. Director of TRC Service Co., Ltd.

June 2017 Chairman and Director of DBJ Asset Management Co., Ltd.

June 2018 Adviser to DBJ Asset Management Co., Ltd.

March 2019 Outside Director of the Company (to the present)

• Significant concurrent positions at companies other than the Company None
• Reason for election of candidate for Outside Director and outline of expected role
  Mr. Keiji Taga has engaged in corporate management as a director of Development Bank of Japan Inc. and president and representative director of Tokyo Ryutsu Center Inc. The Company has appointed him as a candidate for Outside Director in the expectation that he would be able to utilize his substantial work experience and management experience of government-affiliated financial institutions, and management performance and high expertise of business companies in the supervision of the management of the Group from an independent standpoint.

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