Nitto Boseki : Convocation Notice

This document has been translated from a part of the Notice of the 162nd Ordinary General Meeting of Shareholders and is provided for your reference and convenience only, without any warranty as to its accuracy or as to the completeness of the information. The Japanese original of the document is the sole official version.

Securities Code: 3110 Date issued: June 7, 2023 Start date of measures for electronic provision: June 2, 2023

To Our Shareholders:

Yuichi Tsuji

Director, Representative and Chief Executive Officer

Nitto Boseki Co., Ltd.

Aza Higashi 1, Gonome, Fukushima-shi, Fukushima

Notice of the 162nd Ordinary General Meeting of Shareholders

Nittobo celebrated its 100th anniversary on April 1, 2023. We are grateful to our shareholders and other stakeholders for their support. We express our sincere gratitude.

We hereby provide notice of the 162nd Ordinary General Meeting of Shareholders (the "Meeting") of Nitto Boseki Co., Ltd. (the "Company"), which will be held as indicated below.

In case you will not attend the Meeting in person, you may exercise your voting rights via the internet, etc. or in writing (by postal mail). Please review the attached Reference Documents for the General Meeting of Shareholders, and while referring to the instructions on page 3 below, exercise your voting rights by 5:25 p.m. on Tuesday, June 27, 2023 (JST).

In convening the Meeting, the Company has taken measures for providing information that constitutes the content of reference documents, etc. for the general meeting of shareholders (items for which measures for providing information in electronic format are to be taken) in electronic format in accordance with laws and regulations and the Articles of Incorporation of the Company. This information is posted on the Company's website as "Notice of the 162nd Ordinary General Meeting of Shareholders." Please access the Company's website by using the internet address shown below to review the information.

The Company's website: https://www.nittobo.co.jp (in Japanese)

In addition to posting items subject to measures for electronic provision on the Company's website, the Company also posts this information on the website of the Tokyo Stock Exchange (TSE). To access this information from the latter website, access the TSE website (Listed Company Search) by using the internet address shown below, enter "Nitto Boseki" or securities code "3110" in the stock search field, then click "Basic information" and select "Documents for public inspection/PR information" in the Company's information section.

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

1. Date and Time: Wednesday, June 28, 2023, at 10:00 a.m.

2. Venue:	1st Floor, Square Room, LT Wedding and Party Emporium
	1-10-41,Noda-machi,Fukushima-shi, Fukushima

3. Purpose of the Meeting Matters to be reported

1. The Business Report and the Consolidated Financial Statements for the 162nd fiscal year (from April 1, 2022 to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit Committee
2. The Non-consolidated Financial Statements for the 162nd fiscal year (from April 1, 2022 to March 31, 2023)

Matters to be resolved

Proposal No. 1: Dividends of Surplus

Proposal No. 2: Election of Seven Directors

4. Other items subject to measures for electronic provision (items excluded from paper-based documents delivered)

If revisions to the items subject to measures for electronic provision arise, a notice of the revisions will be posted on the Company's website on and on the TSE website on the previous page.

Supplementary information for English readers

The Consolidated Financial Statements and an introduction to the Company's business operations are available on the Company's website.

Investor Relations: https://www.nittobo.co.jp/eng/ir/index.htm

Introduction to the Company's business operations (Business Intro): https://www.nittobo.co.jp/english/business/index.htm

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Instructions Concerning Exercise of Voting Rights

Voting rights at the General Meeting of Shareholders are an important right of all shareholders.

Please exercise your voting rights after reviewing the attached Reference Documents for the General Meeting of Shareholders.

In case you will not attend the Meeting in person, you may exercise your voting rights prior to the Meeting in writing (by postal mail) or via the internet, etc. Please refer to the instructions below and exercise your voting rights.

Exercising Voting Rights in Writing (by Postal Mail) or via the Internet, etc. 1. Exercising Voting Rights in Writing (by Postal Mail)

Please indicate, on the enclosed voting card, your approval or disapproval with respect to each proposal and then return the card by postal mail.

If you submit a voting card without indicating your approval or disapproval with respect to each proposal, it will be deemed as an approval.

Deadline for exercising voting rights:To be received by Tuesday, June 27, 2023, at 5:25 p.m. (JST)

2. Exercising Voting Rights via Smartphone or the Internet, etc.

To exercise voting rights via the internet, please access the "smart voting" website or "website for the exercise of voting rights (https://soukai.mizuho-tb.co.jp/)" designated by the Company from your smartphone or personal computer, and enter your approval or disapproval with respect to each proposal by following the instructions displayed on the screen by the deadline for exercising voting rights.

1. If you exercise your voting rights both in writing (by postal mail) and via the internet, etc., the exercise of your voting rights via the internet, etc. will be treated as valid.
2. If you exercise your voting rights multiple times via the internet, etc., the last exercise of your voting rights will be treated as valid.

Deadline for exercising voting rights:To be exercised by Tuesday, June 27, 2023, at 5:25 p.m. (JST)

3. When Attending the General Meeting of Shareholders in Person:

Please present the enclosed voting card at the reception.

Date and Time:Wednesday, June 28, 2023, at 10:00 a.m. (Reception will open at 9:00 a.m.)

Exercising Voting Rights via the Voting Rights Exercise Platform (For Institutional Investors)

Institutional investors can utilize the electronic voting platform operated by ICJ, Inc.

Supplementary information for English readers

The website that the Company uses for the exercise of voting rights (https://soukai.mizuho-tb.co.jp/) is available in Japanese only.

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1 Dividends of Surplus

The Company regards its policy of paying dividends to its shareholders as one of the top priorities, and it maintains a basic policy to improve stable dividend payment while giving consideration to a comprehensive range of matters including enhancement of internal reserves to strengthen the financial structure and for stable future growth.

In line with this policy, the Company proposes to pay year-end common dividends for the 162nd fiscal year of ¥22.50 per share.

In addition, the Company celebrated its 100th anniversary on April 1, 2023. To express our gratitude to the shareholders, we decided to implement the 100th anniversary commemorative dividends of ¥10 per share for the year-end dividends for the 162nd fiscal year.

As a result, the Company proposes to pay year-end dividends of ¥32.50 per share for the 162nd fiscal year, consisting of a common dividend and a commemorative dividend. As the Company has already paid an interim dividend of ¥22.50 per share, the annual dividend will be ¥55 per share.

1. Type of dividend property Cash
2. Allotment of dividend property to shareholders and their aggregate amount ¥32.50 per common share of the Company
   The total dividends: ¥1,188,985,038
3. Effective date of dividends of surplus June 29, 2023

[Reference] Trends in Dividends

		158th fiscal	159th fiscal	160th fiscal	161st fiscal	162nd fiscal
		year	year	year	year	year
Item		(Fiscal year	(Fiscal year	(Fiscal year	(Fiscal year	(Fiscal year
		ended March 31,	ended March 31,	ended March 31,	ended March 31,	ended March
		2019)	2020)	2021)	2022)	31, 2023)
Annual dividend per share	(Yen)	40	45	45	45	55
Annual dividend	(Millions of yen)	1,552	1,746	1,745	1,745	2,038
Consolidated dividends payout ratio	(%)	19.4	30.3	21.6	26.8	74.4
Amount used to acquire the	(Millions of yen)	6	10	5	3	5,001
treasury shares
Total return ratio	(%)	19.5	30.4	21.6	26.8	253.9

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Proposal No. 2 Election of Seven Directors

The terms of office of all currently serving seven Directors will expire at the conclusion of the Meeting. In this regard, in accordance with the decision made by the Nomination Committee, the Company proposes to elect seven Directors (including four External Directors).

To ensure a system by which the whole of the Board of Directors is able to suitably supervise the execution of the Company's business, the basic policy is to have the Board of Directors comprised of Internal Directors, who have capabilities and insight with respect to respective businesses and overall management, and External Directors, who are in number at least the same as Internal Directors and are able to provide valuable opinions concerning the enhancement of governance, etc. from the multiple perspectives of the stakeholders, etc.

If this proposal is approved as proposed, four of the seven Directors will be External Directors.

All of the four candidates for External Directors satisfy the "Independence Criteria for External Directors" established by the Company and the requirements for independence stipulated by Tokyo Stock Exchange, Inc.

Please refer to the activities of External Directors during the fiscal year under review on page 23. The candidates for Director are as follows:

Candidate				Current Position and Responsibility in the	Attendance at
		Name	meetings of
No.			Company	Board of
					Directors
				Director
			Yuichi Tsuji	Member of Nomination Committee,
1	Reelection		13/13
	Member of Remuneration Committee
				Representative and Chief Executive Officer
			Toyoshi Nishizaka	Director
2	Reelection		13/13
	Member of Audit Committee (full-time)
				Director
3			Kazuhiko Igarashi	Managing Executive Officer
Reelection		President of Research and Development	10/10
				Headquarters, Head of DX Strategy Office
				and Environment Technology Strategy Office
				External Director
	Reelection
4	External		Sadayoshi Fujishige	Chair of Nomination Committee,	13/13
	Member of Remuneration Committee,
	Independent
			Member of Audit Committee
				External Director
	Reelection
5	External		Hiroshi Kagechika	Chair of Remuneration Committee,	13/13
	Member of Nomination Committee,
	Independent
			Member of Audit Committee
				External Director
	Reelection
6	External		Agasa Naito	Member of Nomination Committee,	13/13
	Member of Remuneration Committee,
	Independent
			Member of Audit Committee
				External Director
	Reelection
7	External		Yasuharu Nakajima	Chair of Audit Committee,	10/10
	Member of Nomination Committee,
	Independent
			Member of Remuneration Committee

External

: Candidate for External Director

Independent

: Independent Officer

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