Nichireki : NOTICE OF CONVOCATION THE 80th ANNUAL GENERAL MEETING OF SHAREHOLDERS

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 5011) June 5, 2024 (Date of commencement of electronic provision measures: May 29, 2024

To Shareholders with Voting Rights:

Manabu Obata

President and Representative Director

Nichireki Co., Ltd.

4-3-29,Kudan-kita,Chiyoda-ku, Tokyo

NOTICE OF CONVOCATION OF

THE 80th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

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

We hereby inform you that the 80th Annual General Meeting of Shareholders of Nichireki Co., Ltd. (the "Company") will be held as described below.

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 under the title of "Notice of Convocation of the 80th Annual General Meeting of Shareholders" on the Company website on the Internet.

The Company website https://www.nichireki.co.jp/english/investors/shareholders_meeting.html

In addition to the above, the Company also has posted this information on the Tokyo Stock Exchange (TSE) website and The Portal of Shareholders' Meeting operated by Sumitomo Mitsui Trust Bank on the Internet.

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

To view the information, please access the website above, enter the "Company name" or "Securities Code," and then click on "Search" and select "Basic information" and "Documents for public inspection/PR information" in this order. You will find [Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting] posted under "Filed information available for public inspection."

The Portal of Shareholders' Meeting (Sumitomo Mitsui Trust Bank) https://www.soukai-portal.net

Please read the QR code on the enclosed Voting Rights Exercise Form or access the URL above and enter your ID/password. Please refer to the information on pages 5 and 6 of the Japanese version of this document.

If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders included in matters subject to the electronic provision measures and exercise your voting rights by 5:30 p.m. Japan time on Wednesday, June 26, 2024, by following the directions on pages 4 to 6 of the Japanese version of this document.

- 1 -

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

2. Venue:	2nd Floor Meeting Room, Head Office, Nichireki Co., Ltd.
	4-3-29,Kudan-kita,Chiyoda-ku, Tokyo
	The meeting will be streamed live on the Internet. Please consider viewing the
	meeting online.

3. Meeting Agenda:

Matters to be reported: 1. Report on the Business Report, the Consolidated Financial Statements for

the Company's 80th Fiscal Year (April 1, 2023 - March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Board of Auditors

2. Report on the Non-consolidated Financial Statements for the Company's 80th Fiscal Year (April 1, 2023 - March 31, 2024)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Approval of Absorption-type Company Split Agreement

Proposal 3: Partial Amendments to the Articles of Incorporation

Proposal 4: Election of Ten (10) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Proposal 5: Election of Three (3) Directors who are Audit and Supervisory Committee Members

Proposal 6: Setting of Remunerations for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Proposal 7: Setting of Remunerations for Directors Who Are Audit and Supervisory Committee Members

• When attending the meeting, you are kindly requested to present the enclosed voting form to the receptionist. The reception will open at 9:00 a.m.
• If any revisions are made to the matters subject to the electronic provision measures, the revisions will be posted on the respective websites where they are posted.

- 2 -

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

We uphold the basic policy for dividends of surplus that focuses on a stable and consistent return of profits to shareholders, while ensuring internal reserves necessary for appropriately addressing changes in business environment and achieving steady growth of the Company. Based on this policy and in light of the business performance for the current fiscal year as well as business plans going forward, we propose the appropriation of surplus as follows.

Matters regarding the term-end dividend

1. Type of dividend property Cash
2. Allotment of dividend property to shareholders and the total dividend amount 35 yen per share of the Company's common stock
   Total amount: 1,028,730,395 yen
3. Date on which the dividend of surplus goes into effect June 28, 2024

Since the Company paid an interim dividend of 35 yen per share (consisting of an ordinary dividend of 25 yen and a commemorative dividend of 10 yen), the total dividend for the current fiscal year is 70 yen per share (consisting of an ordinary dividend of 60 yen and a commemorative dividend of 10 yen).

- 3 -

Proposal 2: Approval of Absorption-type Company Split Agreement

In order to transition to a holding company structure through a company split (absorption-type split), the Board of Directors of the Company resolved at its meeting held on May 17, 2024 to enter into an absorption- type company split agreement. This proposal is to request approval for the absorption-type company split (the "Company Split"), under which the Company will be the "Splitting Company" and its wholly-owned subsidiary, "Nichireki Split Preparation Co., Ltd.," will be the succeeding company (the "Succeeding Company") and the Succeeding Company will succeed to the rights and obligations related to the Applied and Processed Asphalt Products Business and Road Paving Business of the Company (provided that those that are not included in the rights and obligations to be succeeded to based on the absorption-type company split agreement shall be excluded).

The effective date of the Company Split is scheduled for October 1, 2024. The Company and the Succeeding Company plan to change their trade names to "NICHIREKI GROUP CO., LTD." and "NICHIREKI CO., LTD.," respectively, as of the same date.

After the transition to a holding company structure, the Company will remain listed as a holding company responsible for the management of its group companies.

1. Reasons for the absorption-type company split

The Nichireki Group (hereinafter referred to as the "Group") has inherited the spirit of sowing the seeds

embodied in "Sowing the seeds, giving them water, letting them flower, and reaping the fruits," which constitutes the company's basic philosophy. And in line with a corporate philosophy of fusing this basic philosophy with a management philosophy of "Contributing to society by creating roads," the Group is developing operations to provide a wide range of products, technologies, and construction services connected with road paving.

Thanks to the support of our business partners, shareholders, and many other stakeholders, the Group celebrated the 80th anniversary of its foundation on October 26, 2023. As the business environment is expected to evolve on a large scale and at a rapid pace, we have decided to transition to a holding company structure and thereby strengthen our corporate governance and group governance to achieve sustainable growth toward the 100th anniversary of our foundation. This will allow the Group to further accelerate its growth and expand its business, as well as build a solid management foundation.

2. Overview of the absorption-type split agreement

Absorption-type Company Split Agreement (copy)

Nichireki Co., Ltd. ("Party A") and Nichireki Split Preparation Co., Ltd. ("Party B") shall enter into this company split agreement (the "Agreement") concerning an absorption-type company split (the "Company Split") whereby Party B will succeed to the rights and obligations attributable to Party A related to the businesses stipulated in Article 1.

Article 1 (Absorption-type company split)

Pursuant to the provisions of the Agreement, by way of absorption-type company split, Party A shall cause Party B to succeed to, and Party B shall succeed to, the rights and obligations described in Paragraph 1 of Article 3 pertaining to all businesses that Party A operates (except for businesses related to the control and management of the business activities of companies whose shares are owned by Party A, the management of the Group, and the management and lease of real estate; the "Businesses") as of the effective date set forth in Article 5 (the "Effective Date").

Article 2 (Trade names and addresses of the parties)

The trade names and addresses of Party A (Splitting Company) and Party B (Succeeding Company) related to the Company Split are as follows:

Party A (Splitting Company in the Company Split) Trade name: NICHIREKI CO., LTD.

(The trade name is scheduled to be changed to "NICHIREKI GROUP CO., LTD." as of the Effective Date.)

- 4 -

Address: 4-3-29,Kudan-kita,Chiyoda-ku, Tokyo

Party B (Succeeding Company in the Company Split)

Trade name: Nichireki Split Preparation Co., Ltd.

	(The trade name is scheduled to be changed to "NICHIREKI CO., LTD." as of the Effective
	Date.)
Address:	4-3-29,Kudan-kita,Chiyoda-ku, Tokyo

Article 3 (Assets, liabilities, contracts and other rights and obligations to be succeeded to)

1. The assets, liabilities, contracts and other rights and obligations that Party B will succeed to from Party A through the Company Split (the "Rights and Obligations to Be Succeeded To") shall be as described in the attached "List of the Rights and Obligations to Be Succeeded To."
2. Notwithstanding the preceding paragraph, among the Rights and Obligations to Be Succeeded To, (i) those that may not be succeeded to through the Company Split due to laws, regulations, ordinances, etc. or (ii) those that will or may cause a serious problem based on the contractual provisions regarding the succession through the Company Split may be excluded from those to be succeeded to upon consultation between Party A and Party B.
3. Any succession of liabilities from Party A to Party B pursuant to the provisions of Paragraph 1 shall be undertaken in the form of concomitant assumption of liabilities. However, Party B shall be the ultimate bearer between the parties of such liabilities. If Party A fulfills or bears the liabilities, Party A may demand that Party B should reimburse the full amount borne by Party A.

Article 4. (Consideration for the Company Split)

Upon the Company Split, Party B shall not pay any consideration for the rights and obligations to be succeeded to from Party A pursuant to the preceding Article.

Article 5 (Effective date)

The Effective Date shall be October 1, 2024; provided, however, that the date may be changed upon consultation between Party A and Party B, if necessary for procedural or other reasons related to the Company Split.

Article 6 (Approval by the general meeting of shareholders)

1. Party A shall seek approval of the Agreement and resolution on matters required for the Company Split at the general meeting of shareholders to be held on June 27, 2024; provided, however, that these procedures may be changed upon consultation between Party A and Party B, if necessary for procedural or other reasons related to the Company Split.
2. Party B shall, in accordance with the provisions of the main clause of Article 796, Paragraph 1 of the Companies Act, carry out the Company Split without obtaining the approval at the general meeting of shareholders provided for in Article 795, Paragraph 1 of the same act.

Article 7 (Non-competition obligation)

Party A shall not be subject to any obligation of non-competition against Party B with respect to the Businesses after the Effective Date, and may engage in the same type of businesses.

Article 8 (Management of company property, etc.)

Party A and Party B shall, after the conclusion of the Agreement and until the Effective Date, execute their respective business operations and administer and manage their respective properties with the due care required of a good manager. Any acts that may have a material influence on their properties, rights and obligations shall be taken upon consultation between Party A and Party B.

Article 9 (Change to and cancellation of the terms and conditions of the Agreement)

During the period after the conclusion of the Agreement and until the Effective Date, Party A and Party B may change the terms and conditions of the Company Split or cancel the Agreement upon consultation between Party A and Party B, in the event of any material change in the status of assets or management of Party A or Party B due to natural disasters or other reasons, failure to obtain approval from relevant government agencies, etc. as required by laws and regulations, or any other circumstances which would

- 5 -

materially impede the execution of the Company Split or make it difficult to achieve the purposes of the Company Split.

Article 10 (Governing law and agreed exclusive jurisdiction)

1. The Agreement shall be governed by and construed in accordance with the laws of Japan.
2. The Tokyo District Court or the Tokyo Summary Court shall be the agreed exclusive jurisdictional court of first instance for all disputes related to the Agreement.

Article 11 (Others)

In addition to the matters set forth in the Agreement, any other matters necessary for the Company Split shall be determined upon consultation between Party A and Party B in accordance with the intent of the Agreement.

In witness whereof, Party A and Party B have executed the Agreement in duplicate, each Party retaining one copy thereof respectively after affixing its signature and seal.

May 17, 2024

Party A: Manabu Obata

President and Representative Director

NICHIREKI CO., LTD.

4-3-29,Kudan-kita,Chiyoda-ku, Tokyo

Party B: Manabu Obata

President and Representative Director

Nichireki Split Preparation Co., Ltd.

4-3-29,Kudan-kita,Chiyoda-ku, Tokyo

- 6 -

Attachment

List of the Rights and Obligations to Be Succeeded To

The assets, liabilities, contracts and other rights and obligations belonging to the Businesses which Party B will succeed to from Party A shall be the following rights and obligations related to the Businesses attributable to Party A on the Effective Date; provided, however, that this shall not apply to those separately agreed on by Party A and Party B.

The assets, liabilities, contracts, and other rights and obligations belonging to the Businesses which Party B will succeed to from Party A shall be determined based on the balance sheet of Party A as of March 31, 2024, adjusted for any increase or decrease up to the day before the Effective Date.

1. Assets to be succeeded to
2. 1. Current assets
      Current assets related to the Businesses (excluding cash and deposits in excess of Party B's working capital requirements)
   2. Non-currentassets
      Non-current assets related to the Businesses (excluding certain real estate)
   3. Investments and other assets
      Investments and other assets related to the Businesses
3. Liabilities to be succeeded to
4. 1. Current liabilities
      Current liabilities related to the Businesses
   2. Non-currentliabilities
      Non-current liabilities related to the Businesses
5. Employment contracts, etc. to be succeeded to
   The contractual status and all the concomitant rights and obligations under the employment contracts with any employee who works at Party A and is mainly engaged in the Businesses as of the Effective Date (irrespective of the form of employment, and including those on secondment, those on leave of absence, and those with employment offers), except for the contractual status and all the concomitant rights and obligations under the employment contracts with Party A's employees which Party A decides not to have Party B succeed to.
6. Other rights and obligations to be succeeded to
   Contractual status and all the concomitant rights and obligations related to basic transaction contracts, non- disclosure contracts, outsourcing contracts and all other contracts that belong to the Businesses, except for the following rights and obligations:
   - Contractual status and rights and obligations under contracts related to assets that are not succeeded to by Party B
   - Those for which any change of legal entity status of the contracting entity is not permitted - Those for which the transfer of contractual status is prohibited under the contract
7. Licenses, permits, etc.
   All licenses, permits, approvals, authorizations, registrations, and notifications, etc. belonging to the Businesses that are legally possible to be succeeded to through absorption-type company split, except for those that must be continuously held by Party A and those that must be reacquired but could not be reacquired by the Effective Date of the Company Split.

- 7 -

3. Summary on the matters prescribed in Article 183 of the Regulations for Enforcement of the Companies Act

1. Matters concerning reasonableness of consideration
   Since the Succeeding Company is a wholly owned subsidiary of the Company, the Succeeding Company will not deliver shares of the Succeeding Company, cash, or any other consideration to the Company upon the Company Split.
2. Matters concerning financial statements, etc. of the Succeeding Company
   The Succeeding Company was incorporated on April 1, 2024, and therefore has not completed its first fiscal year.

The balance sheet of the Succeeding Company as of the date of incorporation is as follows.

Account	Amount (Million yen)	Account	Amount (Million yen)
Assets		Net assets
Current assets		Shareholders' equity
Cash and deposits	300	Share capital	300
Total assets	300	Total liabilities and net assets	300

Note: There have been no events after the incorporation of the Succeeding Company that have materially affected the status of the Succeeding Company's property, such as disposal of important property or burden of major obligations.

1. Events after the end of the most recent fiscal year of the Company that have materially affected the status of the Company's property, such as disposal of important property or burden of major obligations. There is no relevant information.

- 8 -

Proposal 3: Partial Amendments to the Articles of Incorporation

1. Reason for proposal

As described in Proposal 2 "Approval of Absorption-type Company Split Agreement," the Company will transition to a holding company structure effective October 1, 2024. Accordingly, on the condition that Proposal 2 is approved and adopted, the Company will amend Article 1 (Trade Name) and Article 2 (Purpose) of the current Articles of Incorporation and establish supplementary provisions to the effect that their respective amendments will become effective on October 1, 2024.

In addition, the Company will transition to a company with an Audit and Supervisory Committee at the conclusion of this General Meeting of Shareholders to accelerate decision-making and business execution, enhance corporate governance by strengthening the supervisory function of the Board of Directors, and aim to further increase its corporate value. In order to transition to a company with an Audit and Supervisory Committee, the Company will make necessary changes, such as the establishment of new provisions concerning Audit and Supervisory Committee Members and the Audit and Supervisory Committee and the deletion of provisions concerning Auditors and the Board of Auditors.

2. Details of amendments
The details of the amendments are as follows.
	(Amended parts are underlined.)
Current Articles of Incorporation	Proposed Amendments
Chapter 1 General Provisions	Chapter 1 General Provisions
(Trade Name)	(Trade Name)
Article 1	Article 1
The Company shall be called Nichireki Kabushiki	The Company shall be called Nichireki Group
Kaisha, and in English, NICHIREKI CO., LTD.	Kabushiki Kaisha, and in English, NICHIREKI
	GROUP CO., LTD.
(Purpose)	(Purpose)
Article 2	Article 2
The purpose of the Company is to conduct the	The purpose of the Company is to conduct the
following businesses.	following businesses and to control or manage the
	business activities of companies (including foreign
	companies) that engage in the businesses listed in
	the following items through the ownership of
	shares or equity interests in those companies.
(1) to (12) (Omitted)	(1) to (12) (Unchanged)
Article 3 (Omitted)	Article 3 (Unchanged)
(Organization)	(Organization)
Article 4	Article 4
The Company shall have the following	The Company shall have the following
organizational bodies in addition to the general	organizational bodies in addition to the general
meeting of shareholders and Directors:	meeting of shareholders and Directors:
(1) Board of Directors	(1) Board of Directors
(2) Auditors	(2) Audit and Supervisory Committee
(3) Board of Auditors	(Deleted)
(4) Accounting Auditors	(3) Accounting Auditors
Article 5 (Omitted)	Article 5 (Unchanged)
Chapter 2 Shares	Chapter 2 Shares
Articles 6 to 9 (Omitted)	Articles 6 to 9 (Unchanged)
(Shareholder Registry Administrator)	(Shareholder Registry Administrator)
Article 10 (Omitted)	Article 10 (Unchanged)
2. The shareholder registry administrator and its	2. The shareholder registry administrator and its
administrative office shall be designated by a	administrative office shall be designated by the
resolution of the Board of Directors, and public	Board of Directors or the Directors delegatedby
notice thereof shall be provided.	a resolution of the Board of Directors, and
	public notice thereof shall be provided.
3. (Omitted)	3. (Unchanged)
(Share Handling Regulations)	(Share Handling Regulations)
Article 11	Article 11
The handling of shares of the Company and fees	The handling of shares of the Company and fees
	- 9 -

Current Articles of Incorporation

therefor shall be governed by the Share Handling Regulations established ata Board of Directors meeting, in addition to laws and regulations or the Articles of Incorporation.

Chapter 3 General Meeting of Shareholders Articles 12 to 19 (Omitted)

Chapter 4 Directors and Board of Directors

(Number of Directors)

Article 20

The Company shall have twelve (12)or less Directors.

(Newly established)

(Method of Election)

Article 21

1. Directors shall be elected at a general meeting of shareholders.

2. to 3. (Omitted)

(Representative Directors)

Article 22

The Board of Directors may, by its resolution, appoint one or more Directors to represent the Company, in addition to President.

(Term of Office)

Article 23

The term of office of Directors shall be until the close of the annual general meeting of shareholders pertaining to the last business year that ends within one year from the time of their election.

(Newly established)

(Newly established)

(Newly established)

(Remunerations)

Proposed Amendments

therefor shall be governed by the Share Handling Regulations established by the Board of Directors or the Directors delegated by a resolution of the Board of Directors, in addition to laws and regulations or the Articles of Incorporation.

Chapter 3 General Meeting of Shareholders Article 12 to Article 19 (Unchanged)

Chapter 4 Directors and Board of Directors

(Number of Directors)

Article 20

1. The Company shall have sixteen (16)or less Directors.
2. Of the Directors set forth in the preceding paragraph,five (5) or less Directors shall be Audit and Supervisory Committee Members.

(Method of Election)

Article 21

1. Directors shall be elected at a general meeting of shareholders, while making a distinction between Directors who are Audit and Supervisory Committee Members and otherDirectors.

2. to 3. (Unchanged)

(Representative Directors)

Article 22

The Board of Directors may, by its resolution, appoint President and one or more other Directors to represent the Company from among Directors (excluding Directors who are Audit andSupervisory Committee Members).

(Term of Office)

Article 23

1. The term of office of Directors (excluding Directors who are Audit and Supervisory Committee Members)shall be until the close of the annual general meeting of shareholders pertaining to the last business year that ends within one year from the time of their election.

2. The term of office of Directors who are Audit and Supervisory Committee Members shall be until the close of the annual general meeting of shareholders pertaining to the last business year that ends within two (2) years from the time of

their election.

1. The term of office of Director who is an Audit and Supervisory Committee Member and elected as substitute for Director who is an Audit and Supervisory Committee Member and retired before the expiration of his/her term of office shall be until the term of office of the retired Director who was an Audit andSupervisory Committee Member expires.
2. The effective term of a resolution for the election of a substitute Director who is an Audit and Supervisory Committee Member and elected under Article 329, Paragraph 3 of the Companies Act shall be until the commencement of the annual general meeting

of shareholders pertaining to the last business year that ends within two (2) years from thetime of his/her election.

(Remunerations)

- 10 -