Nichirin : Notice of the 139th Annual General Meeting of Shareholders

Note: 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.

Securities Code: 5184 March 8, 2023

To our shareholders:

President: Ryuichi Maeda

NICHIRIN CO., LTD.

98-1,Edo-machi,Chuo-ku, Kobe

Notice of the 139th Annual General Meeting of Shareholders

Notice is hereby given that the 139th Annual General Meeting of Shareholders of NICHIRIN CO., LTD. (the "Company") will be held as described below.

When convening this general meeting, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information on each website below. Please access either of the following websites to review the information.

[Company's website] https://www.nichirin.co.jp/(in Japanese only)

(Please access the above website and select "Investor Relations" and "General Meeting of Shareholders Related Information" from the menu.)

[Website where General Meeting of Shareholders' materials are posted] https://d.sokai.jp/5184/teiji/(in Japanese only)

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

(Please access the above website of Tokyo Stock Exchange, Inc. (TSE), search for information by entering "NICHIRIN" for the issue name (company name) or "5184" for the securities code, and then select "Basic information" and "Documents for public inspection/PR information" to review such information.)

If you are unable to attend the meeting in person, you may exercise your voting rights via the internet, etc. or in writing. Please review the Reference Documents for General Meeting of Shareholders, and exercise your voting rights by 5:05 p.m. on Monday, March 27, 2023 (JST).

[Voting via the internet, etc.]

Please access the Company's designated website for exercising voting rights (https://www.web54.net) (in Japanese only). Then, using the "Voting Code" and "Password" indicated on the enclosed voting form, please follow the instructions on the screen and enter your approval or disapproval of the proposals by the deadline for exercising your voting rights as indicated above.

[Voting in writing (by mail)]

Please indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form to the Company by postal mail so that your vote is received by the above-mentioned deadline.

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1. Date and Time: Tuesday, March 28, 2023, at 10:00 a.m. (JST) (Reception starts at 9:30 a.m.)
2. Venue: Korin, 3rd floor, Hotel Nikko Himeji

100, Minami Ekimae-cho,Himeji-shi, Hyogo

3. Purpose of the Meeting Matters to be reported:

1. The Business Report and the Consolidated Financial Statements for the 139th fiscal year (from January 1, 2022 to December 31, 2022), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 139th fiscal year (from January 1, 2022 to December 31, 2022)

Matters to be resolved:

Proposal No. 1 Appropriation of Surplus

Proposal No. 2 Election of Eight Directors

4. Resolutions to be resolved:

1. Among matters for which measures for providing information in electronic format are to be taken, the following matters are not provided in the documents delivered to shareholders who have requested the delivery of paper-based documents as provided for by the provisions of laws and regulations and Article 15 of the Articles of Incorporation of the Company. Accordingly, the documents that are delivered to shareholders who have requested the delivery of paper-based documents are part of the documents included in the scope of audits by the Audit & Supervisory Board Members and the Accounting Auditor when they create their respective audit reports.
2. 1. "Systems to ensure the appropriateness of business activities and the status of operation of such systems" in the Business Report
   2. "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
   3. "Non-consolidatedStatement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements
3. If a shareholder exercises the voting rights in duplicate via the Internet and in writing (by mail), the vote exercised via the Internet shall be deemed valid. Also, if a shareholder exercises the voting rights more than once via the Internet, etc., the last vote shall be deemed valid.
4. If a shareholder exercises the voting rights in writing (by mail) and does not indicate their approval or disapproval of a proposal on the voting form, it shall be deemed that they have indicated their approval of the proposal.

• You are kindly requested to present the enclosed voting form to the receptionist when you attend the meeting.
• If revisions to the matters for which measures for providing information in electronic format are to be taken arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on each aforementioned website.

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Reference Documents for General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1 Appropriation of Surplus

The Company's basic policy is to continue paying a stable dividend while taking into account business performance and achieving the necessary level of retained earnings as well as securing shareholder returns for the future. Internal reserves will be invested effectively to prepare us for emergencies, such as large-scale disasters and the risk of product recalls, as well as to respond to the rapid shift to EV in the automotive industry, which is the main business segment of the Company, and to promote sustainability initiatives, including the reduction of greenhouse gas emissions.

Taking into consideration the above condition, the Company proposes the appropriation of surplus as follows:

1. Year-enddividends
   The Company has given consideration to matters including the business performance of the fiscal year, and it proposes to pay year-end dividends as follows:
2. 1. Allotment of dividend property to shareholders and its amount ¥52 per common share of the Company
      Total dividend: ¥727,606,100
      (Reference) The annual dividends for the 139th fiscal year, including the interim dividend, will be ¥90 per share.
   2. Effective date of dividends of surplus March 29, 2023
3. Other appropriation of surplus
   In relation to the other appropriation of surplus, considering factors such as the implementation of a stable dividend and the future business environment, we propose the following.
4. 1. Item of surplus to be decreased and amount of decrease

Retained earnings brought forward:

¥3,700,000,000

1. Item of surplus to be increased and amount of increase

General reserve:	¥3,500,000,000
Reserve for product warranties:	¥200,000,000

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Proposal No. 2 Election of Eight Directors

The terms of office of all eight Directors will expire at the conclusion of this meeting. Therefore, the Company proposes the election of eight Directors.

The candidates for Directors are as follows:

Candidate	Name	Career summary, position and areas of responsibility in the	Number of the
Company and significant concurrent positions outside the	Company's shares
No.	(Date of birth)
	Company	owned
		Apr. 1981	Joined the Company
		Dec. 2003	Executive General Manager of Production
			Headquarters
		Mar. 2004	Director
		Dec. 2006	Executive General Manager of Overseas
			Headquarters
	Ryuichi Maeda	Mar. 2007	Managing Director	31,324
	(May 11, 1958)	Mar. 2013	Representative Director (current position)
			Managing Executive Officer
		Mar. 2015	President and CEO (current position)
1		Oct. 2019	Chairman of SUZHOU NICHIRIN
		AUTOMOBILE PARTS CO., LTD.
		Dec. 2019	In charge of Global Innovation Promotion Dept.
			of the Company (current position)
	Reasons for nomination
	Ryuichi Maeda was appointed Representative Director, President and Chief Executive Officer of the Company in 2015,
	and has played an important role in enhancing the corporate value of the Group through his abundant experience,
	extensive knowledge, and strong leadership in developing and strengthening the governance of the Group. The
	candidate meets the quality requirements for a Director as defined by the Company, and we expect him to demonstrate
	his skills, particularly in the areas of "corporate management and management strategy" and "innovation." He is also
	judged to be able to contribute to further sustainable enhancement of the Company's corporate value through his
	management experience and abundant knowledge and experience in the business of the Company. Accordingly, we have
	continued to nominate him as a candidate for the position of Director.

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Candidate	Name	Career summary, position and areas of responsibility in the	Number of the
Company and significant concurrent positions outside the	Company's shares
No.	(Date of birth)
	Company	owned
		Apr. 1988	Joined the Company
		Oct. 2016	Chief Executive Officer of HUTCHINSON
			NICHIRIN BRAKE HOSES, S.L. (current
			NICHIRIN SPAIN S.L.U.)
		Mar. 2017	Executive Officer of the Company
		Mar. 2019	Director
			Senior Executive Officer
	Hiroyuki Soga	Apr. 2019	Chairman of the Board of Directors of	18,730
		NICHIRIN SPAIN S.L.U. (current position)
	(April 3, 1965)
	Mar. 2021	Managing Executive Officer of the Company
			(current position)
2			In charge of Production Dept. (current position)
	Jul. 2021	Europe Region Director-General (current
			position)
		Mar. 2022	Representative Director (current position)
		Significant concurrent positions outside the Company
		Chairman of the Board of Directors of NICHIRIN SPAIN S.L.U.
	Reasons for nomination
	Hiroyuki Soga, over the course of more than 20 years of overseas assignments, has carried out diverse and challenging
	missions, including the establishment and closure of subsidiaries, and is currently a managing executive officer, with
	primary responsibility for the production department. The candidate meets the quality requirements for a Director as
	defined by the Company, and is expected to play an appropriate role in both leading and supervising business activities,
	particularly in "corporate management and management strategy" and "building a world-class manufacturing system."
	He is also judged to possess the experience and abilities appropriate for a Director of the Company. Accordingly, we
	have continued to nominate him as a candidate for the position of Director.

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