1. Date and Time:
2. Place:

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.

(Securities Code: 2002) June 6, 2023

To Those Shareholders with Voting Rights

Kenji Takihara

Director and President

Nisshin Seifun Group Inc.

25, Kanda-Nishiki-cho1-chome,

Chiyoda-ku, Tokyo JAPAN

CONVOCATION NOTICE OF THE 179th ORDINARY GENERAL MEETING

OF SHAREHOLDERS

This is to notify you that the 179th Ordinary General Meeting of Shareholders of Nisshin Seifun Group Inc. (the "Company") will be held as described below.

In convening this General Meeting of Shareholders, the Company has taken measures to provide information electronically that is the contents of the Reference Documents for the General Meeting of Shareholders, etc. (matters for electronic provision measures), as the "Convocation Notice of the 179th Ordinary General Meeting of Shareholders" and "Matters for Electronic Provision Measures in Convening the 179th Ordinary General Meeting of Shareholders" are provided on the Company's website.

The Company's website:https://www.nisshin.com/english/shareholders/meeting.html

In addition to the aforementioned website, matters for electronic provision measures are also provided on the website of the Tokyo Stock Exchange, Inc. ("TSE"). When checking our information at the TSE's website, please access the following website, enter and search for the issue name (Nisshin Seifun Group Inc.) or the securities code (2002), select "Basic information," "Documents for public inspection/PR information" and check "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" in the "Filed information available for public inspection" field.

TSE's website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you do not attend the meeting in person, you may exercise your voting rights by one of the following methods. Please review the "Reference Documents for the General Meeting of Shareholders," and exercise your voting rights no later than 5:30 p.m. (JST), Tuesday, June 27, 2023.

[Voting in Writing (by Postal Mail)]

Please indicate your vote for or against each of the proposals on the Voting Rights Exercise Form provided together with this Convocation Notice, then return the form so as to arrive by the aforementioned deadline for the exercise of voting rights.

[Voting Electronically (via the Internet, etc.)]

Please refer to the following "Guidance for the exercise of voting rights via the Internet, etc." and vote for or against each of the proposals at the voting rights exercise website by no later than the aforementioned deadline for the exercise of voting rights.

Wednesday, June 28, 2023 at 10:00 a.m. (Reception from 9:00 a.m.) Tokyo Marriott Hotel, B1 The GOTENYAMA Ballroom

4-7-36, Kitashinagawa, Shinagawa-ku, Tokyo

If there are any changes to the above times, place, or any other items, the information will be posted on the Company's website.

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3. Agenda of the Meeting: Matters to be reported:

Proposal to be resolved: Proposal No. 1: Proposal No. 2:

Proposal No. 3:

  1. Business Report and Consolidated Financial Statements for the 179th fiscal term (from April 1, 2022 to March 31, 2023) and results of audits on the Consolidated Financial Statements by the Independent Auditor and the Audit & Supervisory Committee
  2. Non-consolidatedFinancial Statements for the 179th fiscal term (from April 1, 2022 to March 31, 2023)

Dividends from Surplus

Election of Ten (10) Directors (Excluding Directors Who Are Members of the Audit & Supervisory Committee)

Election of Three (3) Directors Who Are Members of the Audit & Supervisory Committee

4. Matters Determined in the Convocation

  1. Of matters for electronic provision measures, "Subscription Rights to Shares," "Independent Auditor," and "Systems to Ensure Appropriate Business Execution and the Status of Operation of Systems Concerned," in the Business Report, the "Consolidated Statement of Changes in Net Assets," the "Notes to the Consolidated Financial Statement," the "Non-consolidated Statement of Changes in Net Assets," and the "Notes to the Non-consolidated Financial Statements" are not attached to this Convocation Notice in accordance with laws and regulations and Article 15, Paragraph 2 of the Company's Articles of Incorporation.
    The documents that are attached to this Convocation Notice are part of the Business Report, the Consolidated Financial Statements, and the Non-consolidated Financial Statements audited by the Audit & Supervisory Committee, and the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the Independent Auditor in preparing the audit report.
  2. If you exercise your voting rights via the Internet, etc., more than once, your final vote shall be deemed valid. If you exercise your voting rights by two different methods, that is, via the Internet, etc., as well as by mailing the Voting Rights Exercise Form, the vote via the Internet, etc., shall be deemed valid.
  3. In the event you do not indicate your vote for or against each of the proposals on the returned Voting Rights Exercise Form, it shall be deemed that you indicated a vote for.
  • Modifications, if any, to the matters for electronic provision measures will be posted on the Company's website and the website of the TSE (Listed Company Search).
  • Please refer to the "Guide to the 179th Ordinary General Meeting of Shareholders" provided together with this Convocation Notice for the operation of the meeting.
  • If you are attending the meeting in person, please present the Voting Rights Exercise Form provided together with this Convocation Notice at the reception desk on arrival at the meeting. Please bring this Convocation Notice with you.
  • If a proxy is attending the meeting on your behalf, the proxy shall present written proof of his/her power of representation and the Voting Rights Exercise Form at the reception desk on arrival at the meeting. You may appoint only one proxy, who shall be a shareholder of the Company with voting rights.

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Guide to Exercising Voting Rights

To exercise voting rights in advance

Please review the "Reference Documents for the General Meeting of Shareholders" and exercise your voting rights by either of the following methods.

Note: Institutional investors can use the platform for exercising voting rights operated by ICJ, Inc.

1. To exercise voting rights in writing (by postal mail)

  • Please indicate your vote for or against each of the proposals on the Voting Rights Exercise Form, then return the form so as to arrive no later than 5:30 p.m. (JST), Tuesday, June 27, 2023.
  • In the event you do not indicate your vote for or against each of the proposals on the Voting Rights Exercise Form, it shall be deemed that you indicated a vote for.

2. To exercise voting rights via the Internet, etc.

  • Please refer to the following "Guidance for the exercise of voting rights via the Internet, etc." and exercise your voting rights no later than 5:30 p.m. (JST), Tuesday, June 27, 2023.
  • If you exercise your voting rights via the Internet, etc., more than once, your final vote shall be deemed valid.
  • If you exercise your voting rights by two different methods, that is, via the Internet, etc., as well as by mailing the Voting Rights Exercise Form, the vote via the Internet, etc., shall be deemed valid.

To attend the meeting

Please present the Voting Rights Exercise Form at the reception desk on arrival at the meeting. Please bring this Convocation Notice with you.

If a proxy is attending the meeting on your behalf, the proxy shall present written proof of his/her power of representation and the Voting Rights Exercise Form at the reception desk on arrival at the meeting. You may appoint only one proxy, who shall be a shareholder of the Company with voting rights.

Please note that if there are changes to the place, time, operating methods of the meeting, the information will be posted on the Company's website (https://www.nisshin.com/ir/stock/meeting/).

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Guidance for the exercise of voting rights via the Internet, etc.

Deadline for exercising voting rights: 5:30 p.m. (JST), Tuesday, June 27, 2023

  • To exercise voting rights from a smartphone

1 Access the website for exercising voting rights from a smartphone

Use your smartphone or tablet to scan the "QR Code® for the website for exercising voting rights from a smartphone" at the bottom right of the Voting Rights Exercise Form.

2 Open the website for exercising voting rights

When you open the displayed URL, the website for exercising voting rights will appear. There are two methods for exercising voting rights.

  • To indicate your vote for or against each proposal individually → 3
  • To indicate your vote for all Company proposals, click "すべての会社提案議案について「賛成」する (Indicate your vote for all Company proposals)." → 4

3 To vote on each proposal individually

Click "各議案について個別に指示する (Vote individually)." Please indicate your vote for or against each of the proposals by following the instructions on the screen.

4 Complete the exercise

If there is no error on the confirmation page, click "この内容で行使する (Exercise this content)" to complete the exercise.

If you wish to change your vote after exercising your voting rights, you need to scan the QR Code® again and enter the "voting rights exercise code" and "password" indicated on the Voting Rights Exercise Form. (You can also exercise your voting rights by accessing the website for exercising voting rights (https://www.web54.net) directly from your computer.)

Note: QR Code is a registered trademark of DENSO WAVE INCORPORATED.

  • To exercise voting rights from a computer
  1. Access the website for exercising voting rightshttps://www.web54.net
    Click "次へすすむ (Go to next)."
  2. Log in

Enter the "voting rights exercise code" indicated on the Voting Rights Exercise Form, then click "ログイン (Log in)."

3 Enter the password

Enter the "password" indicated on the Voting Rights Exercise Form, create a "new password," then click "登録 (Register)."

The preparations are now complete. Please follow the instructions on the screen and enter your vote for or against.

Notes: Any communication fees, etc., incurred when using the website for exercising voting rights shall be borne by the shareholder.

The website for exercising voting rights may not be available depending on the Internet environment, the service you subscribe to, or the device model you are using.

Inquiries about the system, etc.:

Stock Transfer Agency Web Support

Sumitomo Mitsui Trust Bank, Limited

Dedicated dial-in:0120-652-031

(Operating hours: 9:00 to 21:00 (JST))

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Reference Documents for the General Meeting of Shareholders

Proposal and References

Proposal No. 1: Dividends from Surplus

Regarding dividends from the Company's surplus, the Company wishes to meet shareholders' expectations with dividends based on a dividend payout ratio of at least 40% on a consolidated basis, while taking into account its current and future earnings status and financial position.

Despite loss attributable to owners of parent due to the posting of impairment loss in the Australia flour milling business, in consideration of factors including its financial position, the Company proposes the year-end dividend from the surplus for the fiscal year ended March 31, 2023, as detailed below. This will result in the annual dividend, consisting of the interim and year-end dividends, of ¥40 per share for the fiscal year ended March 31, 2023, an increase of ¥1 from the previous fiscal year.

If this proposal is approved, the Company will achieve an increase in dividends for ten consecutive fiscal years since the fiscal year ended March 31, 2014, in which an actual increase in dividends was offered through a stock split without making an adjustment to the dividend per share.

  1. Type of dividend Cash
  2. Matters related to the allocation of dividend and total amount thereof ¥21 per share of the Company's common stock
    Total amount of dividends: ¥6,247,988,082
  3. Effective date of dividend payment June 29, 2023

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Disclaimer

Nisshin Seifun Group Inc. published this content on 02 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2023 00:04:08 UTC.