Nitori : Notice of the 51st Annual General Meeting of Shareholders

Translation

Note: This document is an excerpt translation of the original Japanese document and is only for reference purposes. In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

Securities Code: 9843 June 2, 2023 (Date of commencement of electric provision measures: May 24, 2023)

To our shareholders:

Toshiyuki Shirai,

Representative Director & President

Nitori Holdings Co., Ltd.

1-2-39 Shinkotoni 7-jo,Kita-ku,Sapporo-shi,

Hokkaido

Notice of the 51st Annual General Meeting of Shareholders

Please be informed that the 51st Annual General Meeting of Shareholders of Nitori Holdings Co., Ltd. (the "Company") will be held as indicated below.

When convening this General Meeting of Shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the following Company website under the title "Notice of the 51st Annual General Meeting of Shareholders."

The Company's website https://www.nitorihd.co.jp/en/ir/shareholder/shareholder_meeting.html

In addition to the website shown above, this information also has been posted on the website below.

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

Please access the TSE website above, enter "Nitori Holdings" in the "Issue name (company name)" field or our stock exchange code "9843" 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 "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."

In place of attending the Meeting in person, you may exercise your voting rights in writing, via the internet or other means. Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights following the guidance below by 6:00 p.m. on Wednesday, June 21, 2023 (JST).

1. Date and Time: Thursday, June 22, 2023, at 10.00 a.m. (JST)

(Due to the record date change, this date is one month later than last year.)

2. Venue:Conference Room, 6th floor, Sapporo Head Office of the Company 1-2-39 Shinkotoni 7-jo,Kita-ku,Sapporo-shi, Hokkaido

3. Purpose of the Meeting Matters to be reported

1. The Business Report and the Consolidated Financial Statements for the 51st fiscal year (from February 21, 2022 to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Committee
2. The Non-consolidated Financial Statements for the 51st fiscal year (from February 21, 2022 to March 31, 2023)

Matters to be resolved

Proposal No. 1: Election of Nine (9) Directors (Excluding Directors who are Audit & Supervisory Committee Members)

Proposal No. 2: Election of One (1) Director who is Audit & Supervisory Committee Member

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• If you attend the Meeting in person, please present the enclosed voting form at the reception.
• The original Japanese version of the paper copy to be delivered to shareholders who made a request for delivery of documents does not include the "Consolidated Statement of Changes in Equity," "Notes to Consolidated Financial Statements," "Non-consolidated Statement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" pursuant to the provisions of laws and regulations and the Article 16, paragraph 2 of the Company's Articles of Incorporation. Accordingly, the said paper copy constitutes only part of the documents audited by the Audit & Supervisory Committee and the Financial Auditor in preparing audit reports.
• If any corrections are made to the matters subject to electronic provision measures, the original and revised versions of those matters will be posted (in Japanese only) on each website where the documents are posted.

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Reference Documents for the General Meeting of Shareholders

Proposal No.1: Election of Nine (9) Directors (Excluding Directors who are Audit & Supervisory Committee Members)

The terms of office of all 9 Directors (excluding Directors who are Audit & Supervisory Committee Members; applicable to the rest of this proposal) will expire at the conclusion of this General Meeting. In addition, Sadayuki Sakakibara resigned as Director as of October 1, 2022. Therefore, the Company proposes the election of nine (9) Directors. Regarding this proposal, the Audit & Supervisory Committee has judged that all the candidates for Directors are qualified for the role.

The candidates for Directors are as follows:

				Current positions	Attendance at
Candidate No.		Name	and responsibilities	meetings of the
				in the Company	Board of Directors
				Representative	14 out of 14
1	[Reappointment]		Akio Nitori	Director &	meetings
				Chairperson	(100%)
				Representative	14 out of 14
2	[Reappointment]		Toshiyuki Shirai	meetings
	Director & President
				(100%)
				Director, Executive	14 out of 13
3	[Reappointment]		Fumihiro Sudo	Officer & Vice	meetings
				President	(92.9%)
				Director, Executive	14 out of 14
4	[Reappointment]		Fumiaki Matsumoto	Officer & Vice	meetings
				President	(100%)
				Director
				General Manager of
				Global
				Merchandising	14 out of 14
				Division
5	[Reappointment]		Masanori Takeda	meetings
	General Manager of
				(100%)
				Global Sales
				Promotion Office
				In charge of Overseas
				Sales Business
				Director	14 out of 14
				General Manager of
6	[Reappointment]		Hiromi Abiko	meetings
	HR Education
				(100%)
				Division
					14 out of 14
7	[Reappointment]		Takaaki Okano	Director	meetings
					(100%)
	[Reappointment]				14 out of 14
8	[Outside]		Yoshihiko Miyauchi	Outside Director	meetings
	[Independent]				(100%)
	[Reappointment]				14 out of 14
9	[Outside]		Naoko Yoshizawa	Outside Director	meetings
	[Independent]				(100%)

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Candidate	Name	Career summary, position and responsibility in the Company, and significant	Number of
the Company's
No.	(Date of birth)		concurrent positions outside the Company
	shares owned
		Mar. 1972	Founded the Company, Senior Managing Director
		May 1978	Representative Director & President of the Company
		Feb. 2003	Director of Marumitsu Co., Ltd. (currently Nitori Furniture Co.,
			Ltd.)
		Nov. 2009	Representative Director & Chairperson of Nitori Public Co., Ltd.
		May 2010	Chairperson of DECOHOME CHINA Co., Ltd.
		Aug. 2010	Representative Director & President of Nitori Co., Ltd.
			Representative Director & President of Home Logistics Co., Ltd.
		Aug. 2011	Representative Director & President of Nitori Facility Co., Ltd.
		May 2012	Director & Chairperson of Nitori USA, Inc.
		May 2014	Representative Director & Chairperson of Nitori Co., Ltd. (current
			position)
			Representative Director & Chairperson of Home Logistics Co.,
			Ltd.
			Representative Director & Chairperson of Nitori Facility Co., Ltd.
		Feb. 2016	Representative Director & Chairperson (CEO) of the Company
			(current position)
	Akio Nitori	May 2016	Outside Director of KOHNAN SHOJI CO., LTD.
	June 2016	Chairperson of NITORI (CHINA) HOLDING Co., Ltd.
	(March 5, 1944)
	Mar. 2017	Director & Senior Advisor of Nitori Public Co., Ltd.
	[Reappointment]	May 2017	Director & Senior Advisor of Home Logistics Co., Ltd. (current
1	Attendance at		position)	3,410,482
	Outside Director of IZUMI Co., Ltd.	shares
	meetings of the
	Apr. 2018	Director & Senior Advisor of HOME DECO CO., LTD. (current
	Board of
	Directors:		position)
	14 out of 14	Dec. 2018	Director & Founder of N Plus Co., Ltd.
	meetings (100%)	Feb. 2020	Representative Director & Chairperson of N Plus Co., Ltd.
			(current position)
			Representative Director & Chairperson of Nitori Furniture Co.,
			Ltd. (current position)
		Mar. 2020	Representative Director & Chairperson of Nitori Public Co., Ltd.
			(current position)
		Apr. 2022	Representative Director & Chairperson of Nitori Digital Base Co.,
			Ltd. (current position)

Reasons for nomination as candidate for Director:

The candidate founded the Company in 1972 and since then, aiming to achieve the Company's Roman (vision), "to provide the foundation of prosperous home living to the global community," and while always making the most of his excellent foresight and strong leadership, has led Nitori to grow from being one furniture store to one of Japan's top home furnishing chains. The Company proposes the election of the candidate for Director, believing him to be qualified to continue as a Director that takes responsibility of decision making related to management policies and corporate strategy and supervisory functions regarding business execution.

Special interest between the candidate and the Company:

There is no special interest between Akio Nitori and the Company.

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Candidate	Name	Career summary, position and responsibility in the Company, and significant	Number of
the Company's
No.	(Date of birth)		concurrent positions outside the Company
	shares owned
		Apr. 1979	Joined the Company
		May 2001	Director of the Company
		May 2004	Managing Director of the Company
		May 2008	Senior Managing Director of the Company
		May 2010	Director & Senior Managing Executive Officer of the Company
		Aug. 2010	Director of Nitori Co., Ltd.
			Director of Home Logistics Co., Ltd.
		Dec. 2010	Director & General Manager of Merchandising Division of Nitori
			Co., Ltd.
		May 2012	Director of Nitori USA, Inc.
		May 2014	Representative Director & Executive Vice President of the
			Company
			Representative Director & President of Nitori Co., Ltd.
			Representative Director & President of Home Logistics Co., Ltd.
			Representative Director & President of Nitori Facility Co., Ltd.
		Mar. 2015	Representative Director & President of Nitori Public Co., Ltd.
	Toshiyuki Shirai	May 2015	Representative Director & Chairperson of Home Logistics Co.,
	(December 21,		Ltd.
	1955)	Feb. 2016	Representative Director & President of the Company (current
	[Reappointment]		position)
2	Mar. 2017	Representative Director & Chairperson of Nitori Public Co., Ltd.	42,190
		Chairperson of NITORI (CHINA) HOLDING Co., Ltd.
Attendance at		shares
	meetings of the		Representative Director & Chairperson of HOME DECO CO.,
	Board of
		LTD.
	Directors:
	Apr. 2017	Chairperson of Nitori Taicang Trading & Logistics Co. Ltd.
	14 out of 14
	June 2017	Director of KATITAS Co., Ltd. (current position)
	meetings (100%)
		Dec. 2018	Director of N Plus Co., Ltd. (current position)
		Mar. 2019	Director of NITORI FURNITURE Co., Ltd. (current position)
		Feb. 2020	Director of Nitori Co., Ltd. (current position)
			Chairperson of SIAM NITORI CO., LTD. (Thailand)
		Mar. 2020	Director of Nitori Public Co., Ltd. (current position)
		July 2020	Director of Home Logistics Co., Ltd. (current position)

Reasons for nomination as candidate for Director:

The candidate has had a broad range of business experience such as being involved in store operations, personnel, product development, logistics, and overseas business, and has abundant experience and knowledge related to overall management of the Group gained from serving positions such as Representative Director & President of Nitori Co., Ltd. from May 2014 to February 2020, and Representative Director & President of the Company from February 2016. Accordingly, the Company proposes the election of the candidate for Director.

Special interest between the candidate and the Company:

There is no special interest between Toshiyuki Shirai and the Company.

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