Note: This document is a partial translation 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.
Stock Exchange Code: 3105
March 10, 2026 (Electronic Provision Measures Commencement Date: February 27, 2026)
Dear Shareholders:
Nisshinbo Holdings Inc.2-31-11, Nihonbashi Ningyo-cho, Chuo-ku, Tokyo
Yasuji Ishii President and Director
Notice of Convocation of The 183rd Ordinary General Meeting of ShareholdersYou are cordially invited to the 183rd Ordinary General Meeting of Shareholders of Nisshinbo Holdings Inc. (the "Company").
The Company has taken measures for electronic provision to convene this General Meeting of Shareholders. The information which is the content of the Reference Document Concerning the General Meeting of Shareholders (the Electronic Provision Measures Matters) is posted on the websites described in "5. Matters related to Measures for Electronic Provision" below. Please take the time to view this information.
If you are unable to attend the meeting in person, you may exercise your voting rights in advance either via the Internet or by mail. The Company respectfully requests you to study the "Reference Document Concerning the General Meeting of Shareholders" below and exercise your voting rights on or before 5:20 p.m. (JST) (the end of the Company's business hours) March 26, 2026 (Thursday): [In case of exercising voting rights via the Internet]Please log in and indicate whether you approve or disapprove the items on the agenda on or before the time limit stated above upon making reference to "Information for exercising voting rights by the Internet" (though available for Japanese resident shareholders only).
[In case of exercising voting rights by mail]Please indicate on the Voting Rights Exercise Form enclosed herewith your approval or disapproval to the items on the agenda, and return the form to be received by the Company by mail on or before the time limit stated above.
PARTICULARS-
Date and Time of the Meeting:
Friday, March 27, 2026 at 10:00 a.m. (Reception starts at 9:00 a.m.)
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Place of the Meeting:
Ariake Room, 2nd Floor, Royal Park Hotel
2-1-1 Nihonbashi Kakigara-cho, Chuo-ku, Tokyo, Japan
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Matters to be dealt with at the Meeting: Matters to be Reported:
Report on the Business Report, the Consolidated Financial Statements for the 183rd Fiscal Year (from January 1, 2025 to December 31, 2025) and the Results on the Audits of Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board.
Report on the Non-Consolidated Financial Statements for the 183rd Fiscal Year (January 1, 2025 to December 31, 2025).
Matters to be Resolved: First Item of Business: Election of Seven (7) Directors Second Item of Business: Election of One (1) Substitute Audit &Supervisory Board Member
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Matters related to Exercise of Voting Rights:
In the event that a shareholder exercises voting rights both via the Internet and by return mail (Voting Rights Exercise Form), the Company will consider the exercise of voting rights via the Internet to be valid.
In the event that a shareholder exercises voting rights via the Internet more than once, the Company will consider the last exercise of voting rights to be valid.
If there is no indication of approval or disapproval for the proposals on the returned voting form, it will be treated as an indication of approval.
In the event that a shareholder exercises voting rights through an agent, the agent shall be a shareholder having a voting right. Furthermore, a document verifying the power of attorney shall be submitted to the Company.
- Matters related to Measures for Electronic Provision
The Electronic Provision Measures Matters are stated as "Notice of Convocation (Delivered Documents)" and "Matters Omitted from the Delivered Documents" in "183rd (from January 1, 2025 to December 31, 2025)" of "General Meeting of Shareholders" on the Company website.
Website of the Company https://www.nisshinbo.co.jp/ir/stock/meeting.html
In addition to the above, the Electronic Provision Measures Matters are available at "Listed Company Search" on the website of the Tokyo Stock Exchange, Inc.
Website of the Tokyo Stock Exchange, Inc. https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
*Please view the "Notice of 2026 Annual General Meeting and Meeting Materials (Delivered Documents)" and "Informational Materials for 2026 Annual General Meeting (Matters Omitted from the Delivered Documents)" by inputting either Nisshinbo in "Issue name' or "3105" in "Code" and then by clicking "Basic information," "Documents for public inspection/PR information" and "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting (Click here for access)."
The following matters out of the Electronic Provision Measures Matters are not stated in the document that will be issued to shareholders who requested the issuance of such a document pursuant to the relevant laws and regulations as well as the provisions of Article 14 of the Articles of Incorporation of the Company.
"Major offices," "Principal lenders and the amount of borrowings," "Other important matters regarding the current status of the Company group," "Status of the stock acquisition rights," "Status of the outside officers," "Status of the accounting auditors," "Structure to ensure appropriate business operations and operating status of said structure," and "Basic policy regarding control of the company" of the Business Report, "Consolidated statements of changes in net assets" and "Notes to consolidated financial statements" of the Consolidated Financial Statements, and "Non-consolidated statements of changes in net assets" and "notes to non-consolidated financial statements" of the Non-consolidated Financial Statements.
*Shareholders who have not requested the issuance of the document by the record date specified by laws and regulations (December 31, 2025 for this General Meeting) will be provided with a document containing the Reference Document Concerning the General Meeting of Shareholders as well as excerpts of key points from the Business Report and Consolidated Financial Statements, in addition to the Notice of Convocation.
*Please also refer to the website below about the content of the Electronic Provision System.
https://www.tr.mufg.jp/daikou/denshi.html
If there is any amendment to the contents of the Electronic Provision Measures Matters, the Company will announce such amendment on the Company website and the website of the Tokyo Stock Exchange, Inc. as referred to in the above "5. Matters related to Measures for Electronic Provision."
The term of office of all of the nine (9) Directors will expire at the conclusion of this General Meeting.
Accordingly, the Company would like to propose the election of seven (7) Directors (including four (4) Outside Directors).
The candidates are as follows:
No. | Name | Attribute of Candidate of Director | Current Positions and Responsibilities at the Company | Attendance at the Board of Directors' meetings |
1 | Yasuji Ishii (Male) | Re-Nominated | President and Representative Director | 100.0% (All 16 meetings) |
2 | Kaichiro Sakuma (Male) | Newly Nominated | Executive Managing Officer | - |
3 | Tetsuya Kumakawa (Male) | Newly Nominated | Managing Officer (Responsible for Corporate Strategy Department and Talent & D&I Development Department) | - |
4 | Keiji Taga (Male) | Re-Nominated | Director | 100.0% (All 16 meetings) |
Outside Director | ||||
Independent Director | ||||
5 | Hiroaki Yagi (Male) | Re-Nominated | Director | 100.0% (All 16 meetings) |
Outside Director | ||||
Independent Director | ||||
6 | Naoko Tani (Female) | Re-Nominated | Director | 100.0% (All 16 meetings) |
Outside Director | ||||
Independent Director | ||||
7 | Richard Dyck (Male) | Re-Nominated | Director | 100.0% (All 16 meetings) |
Outside Director | ||||
Independent Director |
Independent Director
Director designated as Independent Officer and filed with the stock exchange
Re-Nominated
1
Number of Years on Board of Directors 7 years
(after this AGM)
Attendance at the Board of Directors' meetings
100.0%
(All 16 meetings)
Number of Company's shares held
34,570 shares
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Brief personal profile, title and responsibilities
April 1988 Joined the Company
April 2011 Managing Officer and General Manager of Production of Friction Materials Division of Nisshinbo Brake Inc.
April 2013 Executive Managing Officer, Senior Manager of Strategy Office, General Manager of Product Division (served concurrently) and Engineering Division of Nisshinbo Brake Inc. (served concurrently)
June 2013 Director and Executive Managing Officer of Nisshinbo Brake Inc. January 2015 Senior Manager of Brake R&D Division of Nisshinbo Brake Inc. April 2015 Vice President and Director of Nisshinbo Brake Inc.
June 2015 Managing Officer of the Company
June 2017 President and Representative Director of Nisshinbo Brake Inc. March 2019 Director and Managing Officer of the Company
March 2023 Deputy Chief of Corporate Strategy Center of the Company Chairperson and Director of Nisshinbo Brake Inc. (served concurrently)
March 2024 Director and Executive Managing Officer of the Company Chief of Corporate Strategy Center of the Company
March 2025 President and Representative Director of the Company (to the present)
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Significant concurrent positions at companies other than the Company
None
- Reason for election of candidate for Director and outline of expected role
Since June 2017, Mr. Yasuji Ishii has served as President and Representative Director of Nisshinbo Brake Inc. He also has served as Director of the Company since March 2019, and concurrently served as Deputy Chief of Corporate Strategy Center of the Company and Chairperson and Director of Nisshinbo Brake Inc. from March 2023, and as Chief of Corporate Strategy Center of the Company from 2024. Since March 2025, he has served as President and Representative Director of the Company and managed the Company and the Group. The Company has judged that he would be fully able to perform his duties as Director in light of his substantial knowledge, management experience and performance, and high expertise in production and technology. Accordingly, he has been proposed as a candidate.
