Translation: Please note that the following purports to be an accurately translated excerpt of the original Japanese version prepared for the convenience of investors outside Japan. However, in the case of any discrepancy between the translation and the Japanese original, the latter shall prevail.

Stock Exchange Code: 3105

March 30, 2022

Dear Shareholders:

Nisshinbo Holdings Inc.

2-31-11, Nihonbashi Ningyo-cho, Chuo-ku, Tokyo

Masahiro Murakami

President and Representative Director

Notice of Resolutions of

The 179th Ordinary General Meeting of Shareholders

We are pleased to inform you that matters noted below were reported and resolved at the 179th Ordinary General Meeting of Shareholders of Nisshinbo Holdings Inc. held today.

PARTICULARS

Matters Reported:

1. Report on the Business Report, the Consolidated Financial Statements for the 179th Fiscal

Year (from January 1, 2021 to December 31, 2021) and the Results on the Audits of Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board.

2. Report on the Non-Consolidated Financial Statements for the 179th Fiscal Year (from January 1, 2021 to December 31, 2021).

The contents of the above-mentioned documents were reported.

Matters Resolved:

First Item of Business:

Partial Amendments to the Articles of Incorporation

This proposal was approved and adopted as originally proposed. To prepare for the introduction of a system for providing reference documents, etc. for the General Meeting of Shareholders in electronic format, necessary amendments were made, and moreover, supplementary provisions regarding the effective date, etc., were established.

The details of amendments are as shown in the Appendix (Announcement of Partial Amendments to the Articles of Incorporation).

Second Item of Business:

Election of Twelve (12) DirectorsThis proposal was approved and adopted as originally proposed. Eleven (12) members, namely, Mr. Masaya Kawata, Mr. Masahiro Murakami, Mr. Takeshi Koarai, Mr. Satoru Taji, Mr. Kazunori Baba, Mr. Yasuji Ishii, Mr. Shuji Tsukatani, Mr. Keiji Taga, Ms. Shinobu Fujino, Mr. Hiroaki Yagi, Mr. Hiroyuki Chuma and Ms. Naoko Tani were elected and all assumed the offices as Directors.

Mr. Keiji Taga, Ms. Shinobu Fujino, Mr. Hiroaki Yagi, Mr.

Hiroyuki Chuma and Ms. Naoko Tani are all Outside Directors.

Third Item of Business:

Election of One (1) Substitute Audit & Supervisory Board Member

This proposal was approved and adopted as originally proposed. Mr. Fumihiro Nagaya was elected as Substitute Audit & Supervisory Board Member.

EndAt the meeting of the Board of Directors after the close of this General Meeting, Representative Directors and Directors with Specific Titles were appointed, and at the meeting of the Audit & Supervisory Board after the close of this General Meeting, Standing Audit & Supervisory Board Members were appointed and all assumed their offices, respectively.

Accordingly, the current compositions of Directors, Audit & Supervisory Board

Members and Managing Officers are as follows:

Director:

Masaya Kawata

Chairman

Representative Director:

Masahiro Murakami

President

Representative Director:

Takeshi Koarai

Senior Executive Managing Officer

Director:

Satoru Taji

Executive Managing Officer

Director:

Kazunori Baba

Executive Managing Officer

Director:

Yasuji Ishii

Managing Officer

Director:

Shuji Tsukatani

Managing Officer

Director:

Keiji Taga

Director:

Shinobu Fujino

Director:

Hiroaki Yagi

Director:

Hiroyuki Chuma

Director:

Naoko Tani

Standing Audit &

Supervisory Board Member:

Toshihiro Kijima

Standing Audit &

Supervisory Board Member:

Takumi Ohmoto

Audit & Supervisory Board Member:

Atsushi Yamashita

Audit & Supervisory Board Member:

Mitsunori Watanabe

Executive Managing Officer:

Makoto Sugiyama

Managing Officer:

Toshihiro Masuda

Managing Officer:

Kazuo Saito

Managing Officer:

Kaoru Murata

Managing Officer:

Yuzo Matsui

Managing Officer:

Ikuo Takahashi

Managing Officer:

Masayuki Adachi

(Notes) 1. Mr. Keiji Taga, Ms. Shinobu Fujino, Mr. Hiroaki Yagi, Mr. Hiroyuki

Chuma and Ms. Naoko Tani are all Outside Directors.

2. Mr. Atsushi Yamashita and Mr. Mitsunori Watanabe are Outside Audit &

Supervisory Board Members.

End

Appendix

Announcement of Partial Amendments to the Articles of Incorporation

Details of the amendments are as follows:

(Amended parts are underlined)

Before amendment

After amendment

(Online Disclosure of Reference Documentation for General Meetings of Shareholders, etc., and Deemed Provision of Information)

Article 14

It will be deemed that the Company has provided the shareholders with the necessary information with respect to the matters to be stated or indicated in reference documents for General Meetings of Shareholders, business reports, financial statements, and consolidated

financialstatementsbydisclosingthatinformation online in accordance with an ordinance of the Ministry of Justice.

[Newly Established]

[Newly Established]

[Deleted]

(Measures, etc. for the Provision of Information in Electronic Format)

Article 14

On convening a General Meeting of Shareholders, the Company shall provide information that is the contents of reference documents, etc. for the General Meeting of Shareholders in electronic format.

2.Among the contents provided in an electronic format, the Company may exclude all or part of matters prescribed by the ministerial ordinances of the Ministry of Justice from the document that will be issued to shareholders who requested the issuance of such a document by the record date for voting rights.

SUPPLEMENTARY PROVISIONS

1.The deletion of the current pre-revision Article 14 of the Articles of Incorporation (Online Disclosure of Reference Documentation for General Meetings of Shareholders, etc., and Deemed Provision of Information) and the establishment of the amended Article 14

(Measures,etc.

fortheProvisionofInformation in Electronic Format) shall take effect from September 1, 2022.

2.Notwithstandingtheprovisions of thepreceding paragraph, the current pre-revision Article 14 of the Articles of Incorporation

(OnlineDisclosureofReferenceDocumentation for General Meetings of Shareholders, etc., and Deemed Provision of Information) shall remain effective regarding any General Meeting of Shareholders held on a

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Nisshinbo Holdings Inc. published this content on 30 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2022 07:14:06 UTC.