NIKKON : Notice of Convocation Annual General Meeting 2024

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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code 9072) June 7, 2024 (Date of commencing measures for electronic provision: June 6, 2024)

To Shareholders with Voting Rights:

Masakatsu Kuroiwa

President & Representative Director

NIKKON Holdings Co., Ltd.

6-17Akashi-choChuo-ku, Tokyo

NOTICE OF THE

83RD ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our sincere appreciation for your continued support and patronage.

You are cordially notified of the 83rd Annual General Meeting of Shareholders of NIKKON Holdings Co., Ltd. (the "Company"). The meeting will be held for the purposes as described below.

In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision and posted the matters to be provided electronically on the following website as the "Notice of the 83rd Annual General Meeting of Shareholders."

The Company's website: https://www.nikkon-hd.co.jp/en/ir/stock/general_meeting_doc/

In addition to the website above, the matters are also posted on the following website. Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do

Please access the website above, enter the Company's name or stock exchange code to search for the Company, and select "Basic information" and then "Documents for public inspection/PR information" to view the information.

If you do not attend the meeting, you can exercise your voting rights in writing by submitting the Voting Rights Exercise Form, or via an electromagnetic method (through the Internet). Please review the Reference Documents for the General Meeting of Shareholders posted on the matters to be provided electronically, indicate your vote of approval or disapproval on the proposals in the enclosed Voting Rights Exercise Form and return the form so that it is received by 5:30 p.m. on Wednesday, June 26, 2024, Japan time (JST), or exercise your voting rights via the Internet (https://evote.tr.mufg.jp/).

This General Meeting of Shareholders will be streamed live online from the opening to the closing.

1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. Japan time

2. Place:	5F Conference room at the Corporate Headquarters located at
	6-17Akashi-choChuo-ku, Tokyo

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3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

83rd Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 83rd Fiscal Year (April 1, 2023 - March 31, 2024)

Proposals to be resolved:

Proposal 1: Election of Seven (7) Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)

Proposal 2: Election of Three (3) Directors Serving as Audit and Supervisory Committee Members

4. Guidance for exercising Voting Rights

(1) If neither approval nor disapproval of a proposal is indicated in the Voting Rights Exercise Form, it

shall be deemed as a vote of approval.

1. If you exercise your voting rights both in writing and via the Internet, the voting rights exercised via the Internet shall be deemed as valid.

If you exercise your voting rights multiple times via the Internet, the latest exercise shall be deemed as valid.

1. All shareholders, if they do not attend the Meeting, may exercise their voting rights through a proxy who must be another shareholder of the Company having voting rights. However, submission of documents proving power of attorney will be required.

• For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
• Please bring this Notice with you for resource saving.
• Of the documents to be provided, the following items are posted on the Company's website (https://www.nikkon-hd.co.jp/ir/stock/general_meeting_doc/)in accordance with laws and regulations as well as the Article 16 of the Company's Articles of Incorporation, and are therefore not included in the documents attached to this Notice of the General Meeting of Shareholders. Accordingly, the said documents are a part of the documents audited by the audit corporation and the Audit and Supervisory Committee Members in preparing their audit reports.

1. "Major Business Locations" in the Business Report
2. "Consolidated Statement of Changes in Equity" and "Notes to the Consolidated Financial Statements" in the Consolidated Financial Statements
3. Non-consolidatedFinancial Statements
4. Auditor's reports

• Any revisions to the matters to be provided electronically will be posted on each website where those matters are posted.
• Please understand that souvenirs for shareholders who attend the meeting will not be provided.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Election of Seven (7) Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)

The terms of office of all seven (7) Directors (Excluding Directors serving as Audit and Supervisory Committee Members; hereinafter the same shall apply in this proposal) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of seven (7) Directors (including Outside Directors).

Regarding this proposal, we have obtained an opinion from the Audit and Supervisory Committee that all candidates are suitable for Directors.

The candidates for Director are as follows:

					Attendance
No.		Name	Gender	Current positions in the Company	at the Board
	of Directors
					meetings
1	[Reelection]	Masakatsu Kuroiwa	Male	President, Representative Director	14/14
and Chief Executive Officer	100%
2	[Reelection]	Seiji Ooka	Male	Representative Director and	14/14
Senior Executive Officer	100%
3	[Reelection]	Yasunori Matsuda	Male	Director and Managing Executive	14/14
Officer	100%
4	[Reelection]	Hidehiro Motohashi	Male	Director and Executive Officer	14/14
100%
5	[Reelection]	Kioi Yamada	Male	Director and Executive Officer	14/14
100%
6	[Reelection]	Aiko Koma	Female	Outside Director	14/14
[Outside]
100%
	[Independent]
7	[Reelection]	Ryutaro Ozeki	Male	Outside Director	14/14
[Outside]
100%
	[Independent]

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	Name		Career Summary and Responsibilities at the Company		Number of
No.			shares of the
(Date of birth)		(Significant concurrent positions)
			Company held
		March 1973	Joined the Company
		September 1981	General Manager of Suzuka Center
	Masakatsu Kuroiwa	June 1986	Director
	June 1989	Managing Director
	(February 2, 1951)
	November 1994	President, A.N.I. LOGISTICS, LTD.
	Attendance at	June 1999	Senior Managing Director, the Company
	January 2003	Chairman and President, NK PARTS INDUSTRIES, INC.
	meetings of the Board		164,643
	of Directors	April 2009	General Manager of Sales Headquarters, the Company
	June 2009	President and Representative Director
	14/14
	June 2011	President, Representative Director and Executive Officer
1	[Reelection]	October 2015	President, Representative Director and Chief Executive Officer
	(current position)
		[Significant concurrent position]
		Chairman and Representative Director, NIPPON KONPO UNYU SOKO CO., LTD.
	[Reasons for nomination as a candidate for Director]
	Mr. Masakatsu Kuroiwa is appropriately supervising management as President and Representative Director. In the Board
	of Directors, he makes sufficient and appropriate explanations regarding important management projects and serves to
	increase the decision-making functions of the Board of Directors. Additionally, he possesses a wealth of operational
	experience in Japan and overseas at the Company, leads management as Chief Executive Officer, and works to
	continuously improve corporate value through managing the company based on the corporate principles.
	Based upon the above, the Company has judged that he will be appropriate as a Director of the Company to lead the
	Company toward realizing the long-term vision, and requests his continued election as Director.
		March 1983	Joined the Company
		October 1992	Manager of Sales Office of Sayama Packaging Center
		August 1998	Seconded to A.N.I. LOGISTICS, LTD.
		June 2007	General Manager of Sales Office of KD Packaging, the Company
		July 2009	General Manager of Packaging Sales Department and General
			Manager of Sales Office of KD Packaging
		April 2011	General Manager of Packaging Sales Department and General
		June 2011	Manager of Tokyo Business Department
	Seiji Ooka	Executive Officer
	(June 30, 1960)	January 2014	General Manager of Packaging Sales Department, General
			Manager of Tokyo Business Department, and General Manager of
	Attendance at		the Fifth Sales Department
	meetings of the Board	September 2015	Retired from Executive Officer		21,266
	of Directors	October 2015	Executive Officer, NIPPON KONPO UNYU SOKO CO., LTD.
	14/14	April 2016	Executive Officer, the Company
2		June 2016	Director and Executive Officer
	[Reelection]	July 2016	General Manager of Domestic Business Department
	June 2017	Representative Director, President and Executive Officer,
			NIPPON KONPO UNYU SOKO CO., LTD.
		April 2021	Director and Senior Executive Officer, the Company
		April 2021	President and Representative Director, NIPPON KONPO UNYU
			SOKO CO., LTD. (current position)
		June 2021	Representative Director and Senior Executive Officer, the
			Company (current position)
		[Significant concurrent position]
		President and Representative Director, NIPPON KONPO UNYU SOKO CO., LTD.
	[Reasons for nomination as a candidate for Director]
	Mr. Seiji Ooka has been involved in operations, in Japan and overseas, related to the logistics business and customs
	clearance business and has a wealth of operational experience and knowledge regarding administration and operations,
	having served in various roles including General Manager of the Sales Department.
	Based upon the above, the Company has judged that he will be appropriate as a Director of the Company to realize the
	continuous improvement of corporate value of the Company, and requests his continued election as Director.

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	Name	Career Summary and Responsibilities at the Company		Number of
No.		shares of the
(Date of birth)		(Significant concurrent positions)
			Company held
		March 1982	Joined the Company
		November 1997	Assistant Manager of Accounting Department
	Yasunori Matsuda	June 2000	Seconded to NK PARTS INDUSTRIES, INC.
	June 2007	General Manager of Accounting Department, the Company
	(March 9, 1959)
	October 2009	General Manager of Affiliated Companies Management
	Attendance at		Department
	April 2012	Executive Officer
	meetings of the Board		30,856
	June 2012	Director and Executive Officer
	of Directors	April 2019	General Manager of Legal Affairs Department
	14/14
3	June 2019	In charge of Real Estate Business Department (current position)
[Reelection]	April 2021	Director and Managing Executive Officer (current position)
	April 2023	General Manager of Overseas Business Department (current
			position)
		April 2024	General Manager of Legal Affairs Department (current position)
	[Reasons for nomination as a candidate for Director]
	Mr. Yasunori Matsuda has been involved primarily in operations, in Japan and overseas, related to finance and accounting
	and has served as General Manager of the Accounting Department, etc., having a wealth of operational experience and
	knowledge regarding administration and operations.
	Based upon the above, the Company has judged that he will be appropriate as a Director of the Company to realize the
	continuous improvement of corporate value of the Company, and requests his continued election as Director.
		March 1988	Joined the Company
		July 2010	General Manager of Okayama Sales Office
		June 2014	General Manager of Personnel Department and General Manager
	Hidehiro Motohashi		of Information Management Department
	April 2015	Executive Officer
	(January 14, 1965)
	April 2015	General Manager of Labor Department and General Manager of
	Attendance at		Health Development Center
	September 2015	Retired from Executive Officer
	meetings of the Board		13,621
	October 2015	Executive Officer, NIPPON KONPO UNYU SOKO CO., LTD.
	of Directors	April 2020	Executive Officer, the Company
	14/14
4	June 2021	Director and Executive Officer (current position)
[Reelection]	July 2021	Responsible for General Affairs Department (current position)
	July 2021	General Manager of Group Administration Department (current
			position)
		December 2022	General Manager of HR Supervisory Department (current
			position)
	[Reasons for nomination as a candidate for Director]
	Mr. Hidehiro Motohashi has been involved primarily in operations related to personnel affairs and information
	management and has served as General Manager of the Personnel Department, etc., having a wealth of operational
	experience and knowledge regarding administration and operations.
	Based upon the above, the Company has judged that he will be appropriate as a Director of the Company to realize the
	continuous improvement of corporate value of the Company, and requests his continued election as Director.

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	Name		Career Summary and Responsibilities at the Company		Number of
No.			shares of the
(Date of birth)		(Significant concurrent positions)
			Company held
		April 1980	Joined Mitsubishi Corporation
		April 2001	President, MC Metal Service Asia (Thailand) Co., Ltd.
		November 2009	Deputy President, Solutions Usiminas
	Kioi Yamada	April 2013	General Manager of Steel Products Division, Mitsubishi
		Corporation
	(May 6, 1956)	April 2016	Managing Executive Officer, Metal One Corporation and
	Attendance at		President, Metal One Holdings America, Inc.
	April 2017	Senior Executive Vice President, Metal One Corporation and
	meetings of the Board		President, Metal One Holdings America, Inc.		3,943
	of Directors	May 2019	Joined the Company, General Manager of Sales Planning Office
	14/14	April 2020	(current position)
5		Executive Officer
[Reelection]	April 2021	In charge of Corporate Planning Department (current position)
		June 2021	Director and Executive Officer (current position)
		[Significant concurrent positions]
		Representative Director and President, GINZA Consulting
		Representative Director and President, NK International Co., Ltd.
	[Reasons for nomination as a candidate for Director]
	Mr. Kioi Yamada joined Mitsubishi Corporation in 1980 and afterward served as the President, etc. of its overseas group
	companies, having a wealth of experience in and deep insights into corporate management. Since joining the company in
	2019, he has demonstrated strong leadership as General Manager of the Sales Planning Office of the Company, utilizing
	his experience in Japan and overseas, and has achieved significant results in expanding the business.
	Based upon the above, the Company has judged that he will be appropriate as a Director of the Company to realize the
	continuous improvement of corporate value of the Company, and requests his continued election as Director.
	Aiko Koma	December 2007	Registered as a lawyer (Tokyo Bar Association)
	(January 17, 1980)	January 2019	Joined RENAISS Law Office
		Partner, RENAISS Law Office (current position)
	Attendance at	June 2021	Outside Director, the Company (current position)
	meetings of the Board	[Significant concurrent position]
	of Directors	Partner, RENAISS Law Office		1,329
	14/14
6	[Reelection]
[Outside]
	[Independent]
	[Reasons for nomination as a candidate for Outside Director and expected roles]
	Though she has not been directly involved in corporate management, Ms. Aiko Koma has been engaged in practical
	operations of corporate legal affairs for many years as an attorney, and the Company expects that she will continue to be
	able to provide good advice on strengthening corporate governance and diversity of the Company by utilizing her expertise
	and a wide range of knowledge and experience, and supervise execution of duties by Directors from her independent
	standpoint.
	Based upon the above, the Company has judged that she will continue to lead to improving transparency of the Board of
	Directors and strengthening the supervisory functions, and requests her continued election as Outside Director.

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	Name		Career Summary and Responsibilities at the Company	Number of
No.		shares of the
(Date of birth)		(Significant concurrent positions)
		Company held
		April 1982	Joined Toyota Motor Sales Co., Ltd. (current Toyota Motor
			Corporation)
		April 1996	Resigned from Toyota Motor Corporation
	Ryutaro Ozeki	May 1996	Joined Ozeki Co., Ltd.,
		Director and General Manager of Corporate Planning Office
	(August 8, 1959)	December 2000	Representative Director, Senior Managing Director and General
	Attendance at		Manager of Sales Department
	December 2002	Representative Director and President (current position)
	meetings of the Board	September 2003	Corporate Auditor (part-time), View Planning Co., Ltd.
	of Directors	February 2008	Corporate Auditor (part-time), Yamato Metal Co., Ltd.	746
	14/14	December 2009	Director (part-time) (current position)
		May 2010	Director (part-time), View Planning Co., Ltd.
7	[Reelection]	July 2019	Delegate, Tokyo Pharmaceutical Corporate Pension Fund
[Outside]		Association (current position)
	[Independent]	June 2022	Outside Director, the Company (current position)
		[Significant concurrent positions]
		Representative Director and President, Ozeki Co., Ltd.
		Director (part-time), Yamato Metal Co., Ltd.
		Delegate, Tokyo Pharmaceutical Corporate Pension Fund Association
	[Reasons for nomination as a candidate for Outside Director and expected roles]
	Mr. Ryutaro Ozeki has been serving as President and Representative Director of Ozeki Co., Ltd. for many years, and the
	Company expects that he will continue to be able to provide good advice and guidance on the management of the
	Company by utilizing his wealth of experience and broad insight as a corporate manager, and supervise execution of duties
	by Directors from his independent standpoint.
	Based upon the above, the Company has judged that he will continue to lead to improving transparency of the Board of
	Directors and strengthening the supervisory functions, and requests his continued election as Outside Director.
	(Notes)

1. There is no special interest between the Company and the candidates for Directors.
2. Ms. Aiko Koma and Mr. Ryutaro Ozeki are candidates for Outside Directors.
   Ms. Aiko Koma and Mr. Ryutaro Ozeki meet the Company's criteria for judging independence of Outside Officers. The Company has reported them as Independent Officers stipulated by the Tokyo Stock Exchange to the said Exchange. If they are reelected and assume office of Outside Director, the Company will report them as Independent Officers again.
3. Matters related to the candidates for Outside Directors

1. Independence of the candidates for Outside Directors
2. 1. Neither Ms. Aiko Koma nor Mr. Ryutaro Ozeki has been a business executor or officer (excluding business executor) (as stipulated in Article 2, Paragraph 3, Item 6 of the Ordinance for Enforcement of the Companies Act; hereinafter the same) of the Company or any Specified Related Business Entity of the Company (as stipulated in Article 2, Paragraph 3, Item 19 of the Ordinance for Enforcement of the Companies Act; hereinafter the same). Additionally, they have not been business executors at a stock company for which the Company continued the rights and obligations via merger, absorption-type demerger, incorporation-type demerger, or transfer of business directly before occurrence of said merger, etc.
   2. Neither Ms. Aiko Koma nor Mr. Ryutaro Ozeki is scheduled to receive a significant amount of cash or other property (excluding remuneration as Director) from the Company or a Specified Related Business Entity of the Company, and have not received such cash or other property in the past.
   3. Neither Ms. Aiko Koma nor Mr. Ryutaro Ozeki is a spouse, any family within the third degree or any other person equivalent thereto of a business executor or officer (excluding business executor) of the Company or any Specified Related Business Entity of the Company.
   4. Ms. Aiko Koma and Mr. Ryutaro Ozeki are now serving as Outside Director of the Company. The terms of office of Ms. Aiko Koma and Mr. Ryutaro Ozeki as Outside Director will be three (3) years and two (2) years, respectively, at the conclusion of this General Meeting of Shareholders.
3. Outline of the content of a limited liability agreement with each candidate for Outside Director

The Company has entered into an agreement with Ms. Aiko Koma and Mr. Ryutaro Ozeki in accordance with the provision of Article 427, Paragraph 1 of the Companies Act to limit their liabilities for damages under Article 423, Paragraph 1 of the same Act. The maximum amount of their liabilities under the agreement is the minimum amount stipulated in Article 425, Paragraph 1 of the same Act. If the reelection of each of them is approved, the Company will renew the agreement.

4. Outline of Execution of Directors and Officers Liability Insurance Contract

The Company has entered into a directors and officers liability insurance contract with an insurance company. The

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insurance contract covers any damages to be borne by the insureds that may result from the insureds being liable for the performance of their duties or being subject to a claim for the pursuit of such liability. The candidates will be included in the insureds under the insurance contract. The contract period of the directors and officers liability insurance is one year, and the Company will renew it by a resolution of the Board of Directors before the period expires.

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Proposal 2: Election of Three (3) Directors Serving as Audit and Supervisory Committee Members

The terms of office of all three (3) Directors serving as Audit and Supervisory Committee Members will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of three (3) Directors serving as Audit and Supervisory Committee Members.

Regarding this proposal, we have obtained the consent of the Audit and Supervisory Committee. The candidates for Director serving as Audit and Supervisory Committee Members are as follows:

				Current positions	Attendance at	Attendance at
				the Audit and
No.				the Board
	Name	Gender	and responsibilities	Supervisory
	of Directors
				in the Company	Committee
				meetings
					meetings
	[Reelection]			Outside Director
1	Tetsuya Okuda	Male	(Audit and	13/14	13/14
[Outside]
Supervisory	93%	93%
	[Independent]
			Committee Member)
2	[New]	Hideki Kawasaki	Male	-	-	-
3	[New]	Kanako Takeda	Female	-	-	-
[Outside]
	[Independent]

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	Name	Career Summary and Responsibilities at the Company	Number of
No.	shares of the
(Date of birth)		(Significant concurrent positions)
		Company held
		April 1984	Joined the Ministry of Transport (currently the Ministry of Land,
			Infrastructure, Transport and Tourism)
		July 2002	Head of Policy Planning Office, General Affairs Division,
			Maritime Bureau, the Ministry of Land, Infrastructure, Transport
			and Tourism
		September 2003	Private Secretary to the Minister of Land, Infrastructure and
	Tetsuya Okuda		Transport
	(September 2, 1961)	September 2004	Minister's Secretariat, Director for General Affairs Division
		August 2005	Director, Transport Consumer Policy Division, Policy Bureau
	Attendance at	July 2006	General Manager, London Office, Japan National Tourism
	meetings of the Board		Organization
	July 2008	Director, Passenger Transport Division, Road Transport Bureau,
	of Directors		the Ministry of Land, Infrastructure, Transport and Tourism
	13/14
	July 2009	Director, Airport Planning, Airport Department, Civil Aviation
	Attendance at		Bureau	746
	October 2009	Director, Capital Area Airports Division, Airport Department,
	meetings of the Audit
	and Supervisory		Civil Aviation Bureau
	October 2011	Minister's Secretariat and Director, Personnel Division
	Committee
1	August 2013	Director, Aviation Network Department, Civil Aviation Bureau
13/14
	July 2014	Deputy Vice-Minister for Policy Coordination, Minister's
	[Reelection]		Secretariat
	June 2016	Director-General, Railway Bureau
	[Outside]	July 2017	Director-General, Road Transport Bureau
	[Independent]	July 2019	Retired
		November 2019	President, Japan Transport and Tourism Research Institute (current
			position)
		June 2022	Outside Director (Audit and Supervisory Committee Member), the
			Company (current position)

[Significant concurrent position]

President, Japan Transport and Tourism Research Institute

[Reasons for nomination as a candidate for Outside Director and expected roles]

Though he has not been directly involved in corporate management, Mr. Tetsuya Okuda has experience and insight he has acquired from his engagement in transport administration for many years, and the Company expects that he will be able to provide good advice primarily on logistics, and supervise execution of duties by Directors from his independent standpoint. Based upon the above, the Company has judged that he will lead to improving transparency of the Board of Directors and strengthening the supervisory functions, and requests his continued election as Outside Director serving as Audit and Supervisory Committee Member.

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