NITORI : Notice of the 52nd Annual General Meeting of Shareholders

Translation

Notes: 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 3, 2024 (Date of commencement of electric provision measures: May 22, 2024)

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 52nd Annual General Meeting of Shareholders

Please be informed that the 52nd Annual General Meeting of Shareholders of Nitori Holdings Co., Ltd. (the "Company") will be held as indicated below.

1.Date and Time:	Thursday, June 20, 2024, at 10.00 a.m. (JST)
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 52nd fiscal year (from April 1, 2023 to March 31, 2024),
	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 52nd fiscal
	year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:	Proposal No. 1
	Election of Eight (8) Directors (Excluding Directors who are Audit
	& Supervisory Committee Members)
	Proposal No. 2
	Election of Three (3) Directors who are Audit & Supervisory
	Committee Members

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 52nd Annual General Meeting of shareholders."

The Company's website	Tokyo Stock Exchange website (TSE)
(Listed Company Search)
https://www.nitorihd.co.jp/en/ir/shareholder/sha	https://www2.jpx.co.jp/tseHpFront/JJK020010
reholder_meeting.html	Action.do?Show=Show
Please access The Company's website above,	Please access the TSE website above, enter
click on "Notice of the 52nd Annual General	"Nitori Holdings" in the "Issue name (company
Meeting of Shareholders".	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]."

Instead of attending the Meeting in person, you may exercise your voting rights in writing, via the internet. Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 6:00 p.m. on Wednesday, June 19, 2024 (JST).

• In the event that a shareholder provides no indication of approval or disapproval with regard to the proposals in writing, the shareholder shall be considered to have expressed approval, which shall be handled accordingly.
• In the event that a vote is exercised in duplicate via both the writing and the internet, the vote cast via the internet shall be effective.
• In the event that more than one vote is exercised via the internet, the latest vote shall be effective.
• 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.

Reference Documents for the General Meeting of Shareholders

Proposal No.1: Election of Eight (8) Directors (Excluding Directors who are Audit & Supervisory Committee Members)

The terms of office of all 8 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. Therefore, the Company proposes the election of eight (8) 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:

Candidate				Attendance at
	Name	Current positions and responsibilities in the Company	meetings of the
No.
			Board of Directors
1	[Reappointment]	Akio Nitori	Representative Director &	13 out of 13
			Chairperson	meetings
				(100%)
2	[Reappointment]	Toshiyuki Shirai	Representative Director &	13 out of 13
			President	meetings
				(100%)
3	[Reappointment]	Fumihiro Sudo	Director, Executive Officer &	13 out of 13
			Vice President	meetings
				(100%)
4	[Reappointment]	Masanori Takeda	Director, Executive Officer &	13 out of 13
			Vice President	meetings
			General Manager of Global	(100%)
			Merchandising Division
			General Manager of Global
			Sales Promotion Office
			In charge of Overseas
			Business
5	[Reappointment]	Hiromi Abiko	Director	13 out of 13
			General Manager of HR	meetings
			Education Division	(100%)
6	[Reappointment]	Takaaki Okano	Director	13 out of 13
				meetings
				(100%)
7	[Reappointment]	Yoshihiko Miyauchi	Outside Director	13 out of 12
	[Outside]			meetings
	[Independent]			(92.3%)
8	[Reappointment]	Naoko Yoshizawa	Outside Director	13 out of 13
	[Outside]			meetings
	[Independent]			(100%)

Candidate		Name	Number of	Attendance at
	the Company's	meetings of the
No		(Date of birth)
	shares owned	Board of Directors
		Akio Nitori	3,410,482	13 out of 13
1	[Reappointment]	meetings
(March 5, 1944)	shares
		(100%)

Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company

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.
	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)
May 2016	Outside Director of KOHNAN SHOJI CO., LTD.
June 2016	Chairperson of NITORI (CHINA) HOLDING Co., Ltd.
Mar. 2017	Director & Senior Advisor of Nitori Public Co., Ltd.
May 2017	Director & Senior Advisor of Home Logistics Co., Ltd. (current position)
	Outside Director of IZUMI Co., Ltd.
Apr. 2018	Director & Senior Advisor of HOME DECO CO., LTD. (current position)
Dec. 2018	Director & Senior Advisor of N Plus Co., Ltd.
Feb. 2020	Representative Director & Chairperson of N Plus Co., Ltd. (current position)
	Representative Director & Chairperson of Nitori Furniture Co., Ltd.
Mar. 2020	Representative Director & Chairperson of Nitori Public Co., Ltd. (current position)
Apr. 2022	Representative Director & Chairperson of Nitori Digital Base Co., Ltd.
Sep. 2023	Director & Senior Advisor of Nitori Digital Base Co., Ltd. (current position)
Dec. 2023	Representative Director, Chairperson & President of Nitori Furniture Co., Ltd. (current position)
Feb. 2024	Representative Director, Chairperson & President of Nitori 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) 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, considered 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

Candidate		Name	Number of	Attendance at
	the Company's	meetings of the
No		(Date of birth)
	shares owned	Board of Directors
		Toshiyuki Shirai	42,308	13 out of 13
2	[Reappointment]	meetings
(December 21, 1955)	shares
		(100%)

Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company

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.
May 2015	Representative Director & Chairperson of Home Logistics Co., Ltd.
Feb. 2016	Representative Director & President of the Company (current position)
Mar. 2017	Representative Director & Chairperson of Nitori Public Co., Ltd.
	Chairperson of NITORI (CHINA) HOLDING Co., Ltd.
	Representative Director & Chairperson of HOME DECO CO., LTD.
Apr. 2017	Chairperson of Nitori Taicang Trading & Logistics Co. Ltd.
June 2017	Director of KATITAS Co., Ltd. (current position)
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.
Mar. 2020	Director of Nitori Public Co., Ltd. (current position)
July 2020	Director of Home Logistics Co., Ltd.
June 2023	Director of SHIMACHU CO., LTD. (current position)
Aug. 2023	Representative Director & Chairperson of Home Logistics Co., Ltd. (current position)
Sep. 2023	Director of Nitori Digital Base 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

Candidate		Name	Number of	Attendance at
	the Company's	meetings of the
No		(Date of birth)
	shares owned	Board of Directors
		Fumihiro Sudo	11,325	13 out of 13
3	[Reappointment]	meetings
(May 5, 1956)	shares
		(100%)

Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company

Mar. 1979	Joined SHIMACHU CO., LTD.
Sept.2000	Representative Director of KANSAI SHIMACHU CO., LTD.
Apr. 2001	Joined the Company
May 2005	Executive Officer of the Company
May 2008	Managing Director of the Company
May 2010	Managing Executive Officer of the Company
	General Manager of Store Development Division of the Company
May 2014	Senior Managing Director of the Company
Aug. 2018	Director & Vice President of the Company
Apr. 2019	In charge of Store Development and National Sales Business of the Company
May 2019	Director of Nitori Co., Ltd. (current position)
Feb. 2020	Director, Executive Officer & Vice President of the Company (current position)
	General Manager of Business System Improvement Office
Jan. 2021	Chairperson of SHIMACHU CO., LTD.
Mar. 2021	Representative Director & Chairperson of SHIMACHU CO., LTD. (current position)

Reasons for nomination as candidate for Director:

The candidate has abundant business experience, including store development operations, and has abundant experience and knowledge related to overall management gained from serving positions such as Director & Vice President of the Company from August 2018. As the Chairperson and Representative Director of SHIMACHU CO., LTD., he is currently tasked with executing a smooth integration of business and creating synergies that would maximize the corporate value of both companies. 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 Fumihiro Sudo and the Company

Candidate					Name		Number of	Attendance at
					the Company's	meetings of the
No					(Date of birth)
					shares owned	Board of Directors
				Masanori Takeda		10,663	13 out of 13
4	[Reappointment]			meetings
		(January 10, 1966)		shares
						(100%)
Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company
Mar. 2004		Joined the Company
May 2014		Executive Officer of the Company
		Merchandising Manager of Furniture Department of Merchandising Division of Nitori Co., Ltd.
Oct. 2015		General Manager of Merchandising Division of Nitori Co., Ltd.
May 2016		Senior Executive Officer of the Company
May 2017		Managing Director of the Company
		Managing Director of Nitori Co., Ltd.
Aug. 2018		Director of Nitori Co., Ltd.
Oct. 2018		General Manager of Global Merchandising Division of the Company
Dec. 2018		Representative Director & President of N Plus Co., Ltd.
Apr. 2019		In charge of Global Product Development, Inventory Control, Procurement Division and Deco Home Business of the Company
Feb. 2020		Director of the Company
		Representative Director & President of Nitori Co., Ltd.
July 2020		General Manager of Global Merchandising Division, General Manager of Global Sales Promotion Office of the Company (current position)
		In charge of Overseas Sales Business
		Representative Director & Chairperson of HOME DECO CO., LTD.
		Chairperson of NITORI (CHINA) HOLDING Co., Ltd. (current position)
		Chairperson of Nitori Taicang Trading & Logistics Co. Ltd. (current position)
		Chairperson of SIAM NITORI CO., LTD. (current position)
Mar. 2023		Chairperson of NITORI HONG KONG CO., LTD. (current position)
		Chairperson of NITORI KOREA CO., LTD. (current position)
Feb. 2024		Director, Executive Officer & Vice President of the Company (current position)
		In charge of Overseas Business (current position)
		Director of Nitori Co., Ltd. (current position)

Reasons for nomination as candidate for Director:

The candidate has abundant business experience and knowledge owing to his broad experience in major operations of the Store Operations Division, Recruitment Division, and Merchandising Division, etc. and contributes to the promotion of product development and the expansion of overseas product procurement and sales channels as Director & General Manager of Global Merchandising Division of the Company. In addition, he assumed the position of Director, Executive Officer & Vice President of the Company since February 2024 and continues to be responsible for the Company's overseas business. 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 Masanori Takeda and the Company

Candidate		Name	Number of	Attendance at
	the Company's	meetings of the
No		(Date of birth)
	shares owned	Board of Directors
		Hiromi Abiko	5,358	13 out of 13
5	[Reappointment]	meetings
(February 13, 1961)	shares
		(100%)

Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company

Nov. 1984	Joined the Company
May 2007	Seasonal Buyer Manager of Merchandising Division of the Company
July 2015	Executive Officer of the Company
	Manager of Coordinated Merchandise Planning Section, Merchandising Division of Nitori Co., Ltd.
May 2017	Senior Executive Officer of the Company
Nov. 2018	In charge of Global Coordinated Merchandise Planning, Global Merchandising Division of the Company
	Acting General Manager and Manager of Coordinated Merchandise Planning Section, Merchandising Division of Nitori Co., Ltd.
Feb. 2019	In charge of Coordinated Merchandise Planning, Global Merchandising Division of the Company
	Manager of Planning Group and Manager of Coordinated Product Planning Section, Merchandising Division of Nitori Co., Ltd.
May 2020	Managing Executive Officer of the Company
Mar. 2021	General Manager of HR Education Division of the Company (current position)
May 2021	Director of the Company (current position)

Reasons for nomination as candidate for Director:

The candidate has abundant business experience and knowledge gained from her extensive work experience in the planning, development and coordination of products as well as her engagement in the activities of the Sustainable Management Promotion Committee. The candidate is also currently responsible for promoting HR education and cultivating corporate culture towards achieving the medium- to long-term management plan of the Company. 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 Hiromi Abiko and the Company

Candidate		Name	Number of	Attendance at
	the Company's	meetings of the
No		(Date of birth)
	shares owned	Board of Directors
		Takaaki Okano	99	13 out of 13
6	[Reappointment]	meetings
(December 25, 1972)	shares
		(100%)

Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company

July 2003	Joined SHIMACHU HOME'S CO., LTD.
Sept. 2007	Joined SHIMACHU CO., LTD.
Aug. 2009	General Manager of Furniture Sales Department of SHIMACHU CO., LTD.
Mar. 2010	General Manager of Furniture Product Department of SHIMACHU CO., LTD.
July 2012	General Manager of Human Resources Department of SHIMACHU CO., LTD.
Sept. 2013	Executive Officer of SHIMACHU CO., LTD.
Nov. 2014	Director of SHIMACHU CO., LTD.
Sept. 2015	General Manager of General Affairs Department of SHIMACHU CO., LTD.
Aug. 2017	General Manager of President's Office of SHIMACHU CO., LTD.
Nov. 2017	Representative Director & President of SHIMACHU CO., LTD. (current position)
May 2021	Director of the Company (current position)

Reasons for nomination as candidate for Director:

The candidate has abundant business experience and knowledge gained from his engagement in sales and administrative divisions at SHIMACHU CO., LTD., and has also displayed his capability for overall management as its President and Representative Director since November 2017. Accordingly, the Company proposes the election of the candidate for Director, considered that he will continue to be needed to achieve a smooth integration of the management of SHIMACHU CO., LTD. and the Company.

Special interest between the candidate and the Company:

There is no special interest between Takaaki Okano and the Company

Candidate			Name		Number of	Attendance at
			the Company's	meetings of the
No			(Date of birth)
			shares owned	Board of Directors
	[Reappointment]	Yoshihiko Miyauchi		512	12 out of 13
7		[Outside]		meetings
	(September 13, 1935)		shares
		[Independent]		(92.3%)
Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company
Aug. 1960		Joined Nichimen & Co., Ltd. (currently Sojitz Corporation)
Apr. 1964		Joined Orient Leasing Co., Ltd. (currently ORIX Corporation)
Mar. 1970		Director of Orient Leasing Co., Ltd.
Dec. 1980		Representative Executive Officer, President and Chief Executive Officer of Orient Leasing Co., Ltd., Group CEO
Apr. 2000		Representative Executive Officer, Chairman and Chief Executive Officer of ORIX Corporation, Group CEO
June 2003		Director, Representative Executive Officer, Chairman and Chief Executive Officer of ORIX Corporation, Group CEO
Apr. 2006		Outside Director of ACCESS CO., LTD. (current position)
June 2014		Senior Chairman of ORIX Corporation (current position)
June 2017		Outside Director of Calbee, Inc. (current position)
Oct. 2019		Outside Director of RAKSUL INC. (current position)
May 2020		Outside Director of the Company (current position)

Reasons for nomination as candidate for Outside Director and expected role:

The candidate has abundant experience and deep insight in corporate management gained from his extensive years of engaging in management of ORIX Corporation. He has been actively expressing his opinions from a broader perspective on our medium- to long-term plan, management strategies, and other matters, at meetings of the Board of Directors of the Company and thereby playing his proper role as an Outside Director.

For these reasons, the Company proposes the election of the candidate for Outside Director, considered that he will continue to fulfill his duties as an Outside Director appropriately.

Tenure as Outside Director: 4 years (at the conclusion of this meeting)

Special interest between the candidate and the Company:

There is no special interest between Yoshihiko Miyauchi and the Company