Nittoseiko : Notice of the 118th Annual Meeting of Shareholders（391kb）

Note: This document has been translated from 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.

Securities Code: 5957

March 8, 2024

To Our Shareholders:

20 Umegahata, Inokura-Cho, Ayabe, Kyoto

NITTOSEIKO CO., LTD.

Makoto Araga, President

Notice of the 118th Annual Meeting of Shareholders

As always, we would like to start by thanking you for your continued support.

We would like to express our deepest sympathies to those affected by the 2024 Noto Peninsula Earthquake and wish for a speedy recovery.

The Company would hereby like to inform shareholders that the Company's 118th Annual Meeting of Shareholders will be held as described below.

As the Annual Meeting of Shareholders has adopted Electronic Provision Measures, pursuant to Article 325-3 of the Companies Act, the items subject to Electronic Provision Measures are posted on our company website, so please visit the following website for your confirmation.

Our company website https://www.nittoseiko.co.jp/ir/ir_calendar.html

The items of Electronic Provision Measures are posted on the website of the Tokyo Stock Exchange in addition to our company website. If you are unable to view the items of Electronic Provision Measures on our company website, please visit the following Tokyo Stock Exchange website (Listed Company Search), enter and search "Nittoseiko" in "Issue name (company name)" or our Securities Code "5957" in "Code," select "Basic information" and "Documents for public inspection/PR information," and then view the information listed on the "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" page.

Tokyo Stock Exchange website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

If you are unable to attend the meeting on the date, you may also exercise your voting rights via the Internet or in writing (by postal mail). We kindly request you to read the Reference Document for the Annual Meeting of Shareholders and exercise your voting rights in conformity with the guide below no later than 5 p.m. on Tuesday, March 26, 2024.

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Appropriation of Retained Earnings Election of Nine (9) Directors Election of Two (2) Auditors Election of One (1) Substitute Auditor

Meeting Room of the Company, 20 Umegahata, Inokura-Cho,Ayabe, Kyoto

1. The business report, the consolidated financial statements and the results of consolidated financial statement audits by the Accounting Auditor and the Board of Auditors for the 118th business period (January 1, 2023 to December 31, 2023)

1. Date and time: 1 p.m. on Wednesday, March 27, 2024

2. Venue:

3. Purposes:

Items to be reported:

2. The non-consolidated financial statements for the 118th business period (January 1, 2023 to December 31, 2023)

Items to be resolved: Item No. 1: Item No. 2: Item No. 3: Item No. 4:

4. Instructions on exercise of voting rights

1. When exercising your voting rights via the Internet
   If you wish to exercise your voting rights via the Internet, etc., please read the "Instructions on exercising your voting rights via the Internet, etc." below and exercise your voting rights by 5 p.m. on Tuesday, March 26, 2024.
2. When exercising your voting rights in writing (by postal mail)
   Please indicate your approval or disapproval on the enclosed Voting Rights Exercise Form and return it to us to arrive no later than 5 p.m. on Tuesday, March 26, 2024. If no approval or disapproval is indicated for each proposal, it will be treated as approved.
3. If you exercise your voting rights more than once
   If you exercise your voting rights both via the Internet, etc. and in writing (by postal mail), the exercise via the Internet will be treated as a valid exercise of voting rights. If you exercise your voting rights more than once via the Internet, etc., the last vote will be treated as a valid exercise of your voting rights.

• When you attend the meeting, we kindly request that you submit the enclosed Voting Right Exercise Form to the receptionist at the venue.
• In accordance with laws and regulations and Article 18, Paragraph 2 of our company's Articles of Incorporation, among the items of Electronic Provision Measures, the following items are not included in the documents to be delivered to shareholders who have requested the delivery of materials in paper- based format.
• 1. "Matters concerning the development of a system for ensuring the appropriateness of operations" in the business report
  2. "Overview of the status of operation of the system for ensuring the appropriateness of operations" in the business report
  3. "Consolidated Statement of Changes in Net Assets" in the Consolidated Financial Statements
  4. Consolidated Notes to Consolidated Financial Statements
  5. "Non-consolidatedStatement of Changes in Net Assets" in the Financial Statements
  6. "Non-consolidatedNotes" to Financial Statements

Accordingly, the contents of these documents are part of the business report, consolidated and non- consolidated financial statements audited by the Auditors in preparing the Auditors' Report, and the consolidated and non-consolidated financial statements audited by the Accounting Auditor in preparing the Accounting Auditors' Report.

◎ If any amendment is made to the items of Electronic Provision Measures, a statement to that effect and the items before and after the amendment will be posted on our above company website and the Tokyo Stock Exchange website (Listed Company Search).

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Instructions on exercise of voting rights

Voting rights at a meeting of shareholders are precious rights of shareholders.

Please ensure you read the Reference Document for the Annual Meeting of Shareholders before exercising your voting rights.

There are three ways to exercise your voting rights, as shown below.

Exercise your voting rights by attending the meeting in person

Please submit the enclosed Voting Right Exercise Form to the venue reception desk.

Meeting Time & Date

Wednesday, March 27, 2024

1 p.m. (JST)

(reception starts at noon)

Exercise your voting rights via

the Internet

Please input your approval or

disapproval for each of the items to be resolved in conformity with the instructions on the next page.

Exercise deadline

Tuesday, March 26, 2024

5 p.m. (JST)

(on an input completion basis)

Exercise your voting rights in

writing (by postal mail)

Please indicate your approval or disapproval for each of the items to be resolved on the enclosed Voting Right Exercise Form and return it to the Company.

Exercise deadline

Tuesday, March 26, 2024

5 p.m. (JST)

(on an arrival basis)

How to fill in your Voting Right Exercise Form

Voting Right Exercise

Form

Sample

*The Voting Right Exercise Form is a conceptual image.

Please indicate here your approval or disapproval for each of the items to be resolved.

Items 1 and 4

● If approving	>>	Put a circle in the
● If disapproving	>>	"Approve" box
Put a circle in the
		"Disapprove" box
Items 2 and 3
● If approving all	>>	Put a circle in the
the candidates		"Approve" box
● If disapproving all	>>	Put a circle in the
the candidates		"Disapprove" box
● If disapproving	>>	Put a circle in the
some candidates		"Approve" box and

fill in the number(s) of the candidates disapproved

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Instructions on exercising your voting rights via the Internet

By reading QR code:

Smart Exercise®

You can log in to the voting right exercise website without entering your Voting Right Exercise Code and Password.

1. Read the QR code shown on the lower right section of your Voting Right Exercise Form.

*QR code is a registered trademark of Denso Wave Incorporated.

2. From then onwards, indicate approval or disapproval by inputting according to the diagram instructions.

Exercise of your voting rights via Smart Exercise® can be done only once.

To revise the exercise of your voting rights after the exercise, you should access the website for PCs and log in by inputting your voting right exercise code and password shown on your Voting Right Exercise Form, and then exercise your voting rights again.

• Reading the QR code again will let you transition to the website for PCs.

Should you have any doubt about how to use a PC, smartphone or mobile phone for exercising voting rights via the Internet, please feel free to inquire at the contact point shown on the right.

By inputting voting right exercise code/password

Voting right	https://www.web54.net
exercise website

1. Access the voting right exercise website.

Click "Next"

2. Please enter the "Voting Right Exercise Code" shown on the Voting Right Exercise Form.

Input the "Voting Right Exercise Code"

Click "Log in"

3. Input the "Password" shown on your Voting Right Exercise Form.

Input the "Initial Password"

Set a new password to be used

Click "Register"

4. From then onwards, indicate approval or disapproval by inputting according to the diagram instructions.

* The operational diagram is a conceptual image.

Sumitomo Mitsui Trust Bank

Securities proxy web support-dedicated telephone number

Tel.: [phone] (toll-free number)

(Reception hours 9:00 - 21:00)

Institutional investors are able to use a voting rights electronic exercise platform for them that is run by ICJ, Inc.

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Reference Documents for the Annual Meeting of Shareholders

Meeting Agenda and Referential Matters

Item No. 1: Appropriation of Retained Earnings

The Company deems the distribution of profits to shareholders as one of its most important management policies. Its basic policy on profit distribution is to continue to pay dividends stably and adequately in ways in keeping with its business performance while working to strengthen its corporate structure and accumulate internal reserves in preparation for future business expansion. The Company intends to pay an ordinary dividend of 9 yen per share, and appropriate retained earnings as follows.

1. Year-end dividend

1. Form of dividends Cash payment
2. Allocation of dividends to shareholders and total amount of dividends Dividend per common share of the Company: 9 yen
   Total amount of dividends: 335,272,815 yen
3. Effective date on which dividends are disbursed from retained earnings March 28, 2024

As the Company paid an interim dividend of 9 yen per share in September last year, the annual dividend will be 18 yen per share.

2. Other appropriation of retained earnings
(1)	Item causing higher retained earnings and its amount
	General reserve	1,000,000,000 yen
(2)	Item causing lower retained earnings and its amount
	Retained earnings brought forward	1,000,000,000 yen

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Item No. 2: Election of Nine (9) Directors

The term of office of all nine (9) Directors will expire at the conclusion of the Annual Meeting of Shareholders. Accordingly, the Company requests the election of nine (9) Directors.

The candidates for Director are as follows.

									Attendance at
Candidate	Name							Current Position and Responsibility at	meetings of
No.							Company	Board of
									Directors
1	Masami Zaiki	Re-election			Chairman	14/14 times
Male						Chief Executive Officer	(100%)
								President
2	Makoto Araga	Re-election			Chief Operating Officer	14/14 times
Male						General Manager, Corporate Strategy	(100%)
								Division
								Director and Managing Corporate
								Officer
3	Shigehiro Yamazoe	Re-election			General Manager, R&D & Production	14/14 times
Male						Technology Division	(100%)
								General Manager, Control System
								Division
								Director and Corporate Officer
		Re-election		14/14 times
4	Nobuhiro Uejima			General Manager, New Medical
Male						(100%)
						Division
								Director and Corporate Officer
								General Manager, Financial Strategy
5	Shinichi Matsumoto	Re-election		13/14 times
		Division
Male						(93%)
						General Manager, Domestic Business
								Division
6	Motoki Asai	Re-election			Director and Corporate Officer	13/14 times
Male						General Manager, Fastener Division	(93%)
		Re-	election				14/14 times
7	Mitsuru Shiomi	Male						Director
Outside				(100%)
		Independent
		Re-election				14/14 times
8	Kazuyuki Hirao	Male					Director
Outside				(100%)
		Independent
		Re-election				14/14 times
9	Konomi Katsumi	Female				Director
Outside				(100%)
		Independent

Notes:

Outside and Independent represent candidates for Outside Director and independent officer, respectively.

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Candidate		Name		Brief profile, position and responsibility,	Number of the
		Company's
No.	(Date of birth)		and significant concurrent positions
	shares owned
	Masami Zaiki	March 1971	Joined the Company
	March 2005	Director
	(October 22,	March 2010	Managing Director
	1950)			March 2011	Representative Director	87,205 shares
								March 2013	Representative Director and President
		Re-election		March 2019	Representative Director, President and Chief
			Male					Executive Officer
1								March 2023	Chairman and CEO (incumbent)
(Reasons for nominating as candidate for Director)
	Mr. Zaiki, having served as President of the Company since March 2013 and having been serving as
	Chairman since March 2023, drives the business management of the Group with a strong leadership
	and decision-making ability toward achieving its long-term vision and the Medium-term Management
	Plan. He is nominated for the position of Director with the expectation that he will contribute to the
	realization of the Company's management vision of "Offering manufacturing solutions that will make
	us a company known and sought after worldwide," with his high level of knowledge in corporate
	management and domestic and overseas industries.
								April 1991	Joined the Company
								March 2018	Director General Manager, Corporate Planning
									Department General Manager, Personnel and
									General Affairs Department General Manager,
									Audit Department
								March 2019	Director and Corporate Officer in charge of
	Makoto Araga		business administration units
	March 2020	Managing Director and Managing Corporate
	(October 11,		Officer in charge of business administration
	1968)					units	27,177 shares
								March 2021	Representative Director and Managing
		Re-election			Corporate Officer in charge of business
			Male					administration units
2								March 2022	Representative Director and Senior Managing
								Corporate Officer in charge of business
									administration units and Head of Sustainability
									Promotion Office and President of Nitto Koshin
									Co., Ltd.
								March 2023	President and COO, General Manager,
									Corporate Strategy Division (incumbent)

(Reasons for nominating as candidate for Director)

Mr. Araga has been performing the function of overseeing and supervising our overall operations in his capacity as COO, having been serving as President since March 2023. As General Manager of the Corporate Strategy Division, Mr. Araga also plays a central role in various ways, such as working towards achieving the Medium-term Management Plan, promoting sustainability management, reinforcing governance, and pursuing regional vitalization and health and productivity management under our founding philosophy. We expect that he will continue to play a leading role, and we continue to nominate him as a candidate for Director.

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Candidate		Name	Brief profile, position and responsibility,	Number of the
	Company's
No.	(Date of birth)		and significant concurrent positions
	shares owned
						October 1989	Joined the Company
						April 2011	General Manager, Manufacturing Department,
							Control System Division
		Shigehiro	October 2014	General Manager, Production Engineering
			Department
		Yamazoe	March 2017	Director, General Manager, Control System
	(February 15,		Division General Manager, Production
	1960)			Engineering Department	14,602 shares
						March 2019	Director and Corporate Officer, General
		Re-election			Manager, Control System Division General
3			Male				Manager, Production Engineering Department
					March 2023	Director and Corporate Officer, General
							Manager, R&D & Production Technology
							Division and General Manager, Control
							System Division (incumbent)
	(Reasons for nominating as candidate for Director)
	Mr. Yamazoe has extensive knowledge of the inspection equipment industry through managing the
	Control System Division. As an officer in charge of R&D and production engineering units, he
	exercises leadership for promotion of each research theme and development of new businesses as well
	as our environment control activities towards improving global environments. He continues to be a
	candidate for Director in anticipation of his role in the expansion of the Control System business in the
	Medium-term Management Plan, environmental responsiveness in all business activities, and
	innovative research and development.

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Candidate		Name	Brief profile, position and responsibility,	Number of the
	Company's
No.	(Date of birth)	and significant concurrent positions
shares owned
						November 1986	Joined the Company
						April 2008	Managing Director of Shiho Screw Industrial
							Co., Ltd. and Chairman of Nitto Precision
							Screw Industrial (Zhejiang) Co., Ltd.
						October 2012	General Manager, Quality Control Department,
							Fastener Division, the Company
						March 2015	Director, Deputy General Manager of Fastener
		Nobuhiro		Division and General Manager of
			Manufacturing Division
		Uejima
		March 2016	Director, General Manager of Fastener
	(August 4, 1959)	21,328 shares
		Division and Quality Control Division
						March 2019	Director and Corporate Officer in charge of
		Re-election
				branch administration units and Tokyo Branch
			Male
4					Manager
					March 2021	Director and Corporate Officer, General
							Manager of Business Department, Medical
							New Business Division in charge of research &
							development unit, General Manager, Research
							& Development Department
						March 2023	Director and Corporate Officer, General
							Manager, New Medical Division (incumbent)
	(Reasons for nominating as candidate for Director)
	Mr. Uejima demonstrates leadership in promoting new businesses in the medical field by leveraging his
	awareness for innovation and global matters nurtured through managing the Fastener Division and
	overseas group companies. He continues to be a candidate for Director in anticipation of his role in the
	expansion of the medical business in the Medium-term Management Plan, including the practical
	application of in vivo dissolvable high-purity magnesium materials for medical use and the
	development of medical devices.

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Candidate		Name	Brief profile, position and responsibility,	Number of the
	Company's
No.	(Date of birth)		and significant concurrent positions
	shares owned
						April 1987	Joined the Company
						April 2015	General Manager of Finance Department
						March 2018	Director and General Manager of Finance
		Shinichi		Department
		March 2019	Director and Corporate Officer in charge of
		Matsumoto		finance unit, General Manager of Finance
	(October 16,		Department
	1964)		March 2020	Director and Corporate Officer in charge of	13,952 shares
							finance and audit units
5		Re-election		March 2022	Director and Corporate Officer in charge of
		Male				finance and branch administration units
						March 2023	Director and Corporate Officer, General
							Manager, Financial Strategy Division and
							General Manager, Domestic Business Division
							(incumbent)
	(Reasons for nominating as candidate for Director)
	Mr. Matsumoto contributes from a financial aspect to the management of our Company Group by
	utilizing his extensive knowledge in accounting and finance, while providing leadership in improving
	the management of bases in Japan and strengthening the governance structure. He continues to be a
	candidate for Director in anticipation of his role in the financial strategy of the Medium-term
	Management Plan and in supporting business expansion at bases in Japan.
						April 1985	Joined the Company
						October 2013	Branch Manager, Osaka Branch
	Motoki Asai	April 2015	Branch Manager, Nagoya Branch General
		Manager, Sales Department, Fastener Division
	(January 14,	March 2019	Corporate Officer, Deputy General Manager of
	1967)			Fastener Division	9,405 shares
						March 2020	Corporate Officer, General Manager of
		Re-election			Fastener Division
6			Male			March 2022	Director and Corporate Officer, General
						Manager, Fastener Division
						March 2023	Director and Corporate Officer, General
							Manager, Fastener Division (incumbent)
	(Reasons for nominating as candidate for Director)
	Mr. Asai contributes to the growth of the Fastener Business by leveraging his extensive knowledge of
	the fastener industry along with advanced information-gathering ability based on his sales experience
	over many years. He also demonstrates leadership in our effort to expand the business domain through
	group-wide collaboration. He continues to be a candidate for Director in anticipation of his role in
	expanding the Fastener Business in the Medium-term Management Plan and improving management
	efficiency by optimizing the Group.

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