Nitto Fuji Flour Milling : ・Notice of The 127th 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 2003) June 7, 2024 (Start date of measures for electronic provision: June 4, 2024)

To Shareholders with Voting Rights:

Tomohiro Miyahara

President and Representative Director

NITTO FUJI FLOUR MILLING CO., LTD.

1-3-17 Shinkawa, Chuo-ward, Tokyo

NOTICE OF

THE 127TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

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

Please be informed that the 127th Annual General Meeting of Shareholders of NITTO FUJI FLOUR MILLING CO., LTD. (the "Company") will be held for the purposes as described below.

In convening this general meeting of shareholders, the Company has taken measures for electronic provision, and the matters subject to measures for electronic provision has been posted on the following website as "Notice of the 127th Annual General Meeting of Shareholders."

Website providing materials for the Company's General Meeting of Shareholders (in Japanese): https://www.nittofuji.co.jp/ir/generalmeeting.html

In addition to the above, the materials will also be available on the following website.

Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do

Go to the Tokyo Stock Exchange website ("Listed Company Search"), enter and search for the name of the Company or its Stock Exchange Code, 2003. Next, select "Basic Information" and then "Documents for public inspection/PR information" to confirm the materials.

If you will exercise your voting rights in writing or via the Internet, please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to measures for electronic provision and exercise your voting rights by 5:40 p.m. on Wednesday, June 26, 2024, Japan time.

[Exercising voting rights in writing (by mail)]

Indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Form, and return it so that it will reach us by the deadline.

[Exercising voting rights via the Internet]

If you choose to exercise your voting rights via the Internet, review the "Guide to Exercising Voting Rights via the Internet" on page 4 (Japanese version only) and access the website for the exercise of voting rights and submit your vote for or against each proposal by the deadline.

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

2. Place:	The Company's 2nd Floor Meeting Room located at
	1-3-17 Shinkawa, Chuo-ku, Tokyo (Shinkawa Sanko Building)

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

126th Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 126th Fiscal Year (April 1, 2023 - March 31, 2024)

Proposals to be resolved:

Proposal 1: Election of Five (5) Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)

Proposal 2: Election of Three (3) Directors Serving as an Audit and Supervisory Committee Members

Proposal 3: Determination of Amount and Details of Performance-Linked Stock Compensation for Directors, etc.

• When attending the meeting, please present the completed Voting Rights Exercise Form to the reception desk at the venue of the meeting.
• In the event that the matters subject to measures for electronic provision are revised, the revised information will be posted on the websites of the Company and Tokyo Stock Exchange.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Election of Five (5) Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)

The terms of office of all five (5) Directors (excluding Directors serving as Audit and Supervisory Committee Members) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes to elect five (5) Directors (excluding Directors serving as Audit and Supervisory Committee Members).

The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee Members) are as follows.

		Name		Career summary, positions, responsibilities	Number of
No.			shares of the
(Date of birth)		and significant concurrent positions
		Company held
				April 1989	Joined Mitsubishi Corporation
				April 1996	AGREX INC
				March 1999	Feed, Meat and Livestock Department, Food Resources Division
					of Mitsubishi Corporation
				April 2001	White Meat Unit, Food Resources Division of Mitsubishi
					Corporation
				March 2007	Director, Foodlink Corporation
				March 2010	Agricultural Produce Unit, Foods (Commodity) Division of
					Mitsubishi Corporation
	Tomohiro Miyahara	April 2011	Manager, Agricultural Produce Unit, Foods (Commodity)
	(February 14, 1967)		Division of Mitsubishi Corporation
	April 2013	General Manager, Agricultural Produce Department, Foods
					(Commodity) Division of Mitsubishi Corporation
		Reelected
			April 2016	General Manager, Asia Consumer Products Department, Living
1					Essential Consumer Products Division of Mitsubishi Corporation	500
			November 2018	Managing Director, MC FOOD HOLDINGS ASIA PTE., LTD
				April 2023	Advisor of the Company (to present)
				June 2023	President and Representative Director of the Company (to
					present)
				June 2023	President and Representative Director, Sumida Shoji Co., Ltd.
					(to present)
				Significant concurrent position
				President and Representative Director, Sumida Shoji Co., Ltd.

[Reason for nomination as a candidate for Director]

The Company has nominated Mr. Tomohiro Miyahara as a candidate for Director because the Company has judged that he can continue to contribute to improving the Group's performance and corporate value as he has been serving as President and Representative Director of the Company based on abundant business experience which he cultivated at Mitsubishi Corporation and other companies, in addition to his advanced knowledge of marketing and sales.

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		Name		Career summary, positions, responsibilities	Number of
No.			shares of the
(Date of birth)		and significant concurrent positions
		Company held
				April 1983	Joined the Company
				April 2000	Section Chief, Nagoya Factory
				October 2013	General Manager, Production Technology Department;
					concurrently General Manager, Engineering Department
				June 2017	Executive Officer; General Manager, Production Technology
	Akihisa Nakata		Department
	June 2019	Executive Director; Production Technology Division,
	(September 23, 1960)		concurrently in charge of Quality Control Office
				June 2020	Managing Director and Executive Officer; Production
		Reelected			Technology Division, concurrently in charge of Quality Control
					Office
2				June 2021	Managing Director and Executive Officer; Production	2,500
				Technology Division
				April 2024	Senior Managing Director and Executive Officer in charge of
					domestic business promotion and Quality Control Office of the
					Company (to present)
	[Reason for nomination as a candidate for Director]
	The Company has nominated Mr. Akihisa Nakata as a candidate for Director for re-election because the
	Company has judged that he can continue to contribute to improving the Group's performance and
	corporate value as he has served as Senior Managing Director and Executive Officer in charge of
	domestic business promotion and Quality Control Office of the Company based on the abundant business
	experience and advanced knowledge of production technology, etc. he has cultivated primarily in the
	Production Technology Division since joining the Company.
				April 1997	Joined Mitsubishi Corporation
				September 2003	Machinery Group Controller Office of Mitsubishi Corporation
				May 2005	Treasurer Office of Mitsubishi Corporation
				December 2010	Director-Corporate Finance & Accounting, Diamond Generating
					Corporation
		Taiji Ota	January 2016	Finance Department of Mitsubishi Corporation
	(March 23, 1975)	April 2016	Head of Treasury Team, Finance Department of Mitsubishi
					Corporation
		Reelected		August 2019	Director and CFO, Mitsubishi Corporation International
					(Europe) Plc.
3.				March 2020	MD & CEO, Mitsubishi Corporation Finance PLC	0
			May 2023	Advisor of the Company
				June 2023	Managing Director and Executive Officer, General Manager of
					Administrative Division, and in charge of Business Operation
					Audit Office of the Company (to present)
	[Reason for nomination as a candidate for Director]
	The Company has nominated Mr. Taiji Ota as a candidate for Director because the Company has judged
	that he can contribute to improving the Group's performance and corporate value as he has been serving
	Managing Director and Executive Officer, General Manager of Administrative Division, and in charge of
	Business Operation Audit Office of the Company based on abundant business experience which he
	cultivated at Mitsubishi Corporation and other companies, in addition to his advanced knowledge of
	finance and accounting.

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		Name		Career summary, positions, responsibilities	Number of
No.			shares of the
	(Date of birth)		and significant concurrent positions
			Company held
				April 1995	Joined Mitsubishi Corporation
				April 2000	Food Ingredients Department of Mitsubishi Corporation
				April 2003	Coffee and Cocoa Unit of Mitsubishi Corporation
				April 2004	Guatemala Representative Office of Mitsubishi Corporation
				August 2009	Beverage Ingredients Unit of Mitsubishi Corporation
				September 2013	Concurrently Global Market Business Development Department
					of Mitsubishi Corporation
				April 2014	Team Leader, New Business Development Team, Indonesia
	Takatoshi Tsutsumi		Department of Mitsubishi Corporation
	May 2015	PT. MC Living Essentials Indonesia
	(March 19, 1971)	August 2017	Director of PT. MC Living Essentials Indonesia
				March 2019	Vice President and Director of PT Nissin Foods Indonesia
		Newly elected		April 2023	General Manager, Strategy & Planning Office, Food Resources
					Division of Mitsubishi Corporation
4				June 2023	Audit & Supervisory Board Member, Kadoya Sesame Mills	0
					Incorporated (scheduled to retire in June 2024)
				April 2024	Executive Officer; General Manager, Sales Division of the
					Company (to present)
				June 2026	President and Representative Director, Sumida Shoji Co., Ltd.
					(to present)
				Significant concurrent position
				President and Representative Director, Sumida Shoji Co., Ltd.
	[Reason for nomination as a candidate for Director]
	The Company has nominated Mr. Takatoshi Tsutsumi as a candidate for Director because the Company
	has judged that he can contribute to improving the Group's performance and corporate value as he has
	been serving as Executive Officer and General Manager, Sales Division of the Company since April 2024
	based on abundant business experience which he cultivated at Mitsubishi Corporation and other
	companies, in addition to his advanced knowledge of marketing and sales.

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			Name		Career summary, positions, responsibilities	Number of
No.				shares of the
	(Date of birth)		and significant concurrent positions
			Company held
						April 1999	Joined Mitsubishi Corporation
						February 2004	Foods Department, Kansai Branch of Mitsubishi Corporation
						August 2007	Secretary General of Mitsubishi Corporation Staff Union
						October 2008	Sweetener & Starch Products Unit of Mitsubishi Corporation
						April 2009	Asia Modified Starch Co., Ltd.
						May 2013	Sweetener & Starch Products Department of Mitsubishi
							Corporation
						April 2016	Team Leader, Starch & Sweetener Team, Sweetener, Starch
							Products & Wheat Flour Department of Mitsubishi Corporation
						April 2018	Team Leader, Strategy Planning Team, Sweetener, Starch
		Go Nagasaki		Products & Wheat Flour Department of Mitsubishi Corporation
		(January 27, 1976)	January 2019	Executive Officer of NIHON SHOKUHIN KAKO CO., LTD.
						June 2021	Director and Executive Officer of NIHON SHOKUHIN KAKO
							CO., LTD.
			Reelected
					April 2022	General Manager, Strategy & Planning Office, Food Sciences
5							Division of Mitsubishi Corporation	0
						April 2023	General Manager, Sugar & Wheat Flour Department, Food
							Resources Division of Mitsubishi Corporation (to present)
						June 2023	Outside Director, Mitsui DM Sugar Holdings Co., Ltd. (to
							present)
						June 2023	Director of the Company (to present)
						Significant concurrent positions
						General Manager, Sugar & Wheat Flour Department, Food Resources Division of
						Mitsubishi Corporation
						Outside Director, Mitsui DM Sugar Holdings Co., Ltd.
		[Reason for nomination as a candidate for Director]
		The Company has nominated Mr. Go Nagasaki as a candidate for Director because the Company has
		judged that he can contribute to improving the Group's performance and corporate value based on
		abundant business experience which he cultivated at Mitsubishi Corporation and other companies, in
		addition to his advanced knowledge of marketing and sales.
	(Notes) 1. There are no special interests between each candidate and the Company.

1. Mr. Tomohiro Miyahara, Mr. Taiji Ota, Mr. Takatoshi Tsutsumi, and Mr. Go Nagasaki were executives of Mitsubishi Corp., which is the parent company of the Company, in the past 10 years and their positions and responsibilities at Mitsubishi Corp. are described in their career summaries.
2. Mr. Go Nagasaki is a candidate for part-time Director.
3. The Company has entered into an agreement with Mr. Go Nagasaki which limits his liability for damages as prescribed under Article 423, Paragraph 1 of the Companies Act, pursuant to the provisions of Article 427, Paragraph 1 of said Act. The limit of liability in such agreement shall be based on the amount of the minimum liability limit as prescribed under Article 425, Paragraph 1 of the Act. Upon the approval of the election of Mr. Go Nagasaki, the Company is scheduled to continue the aforementioned agreement with him.
4. The Company has entered into a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The contract covers damages that may arise due to the insured, including the Company's Directors, assuming liability in relation to their execution of duties or receiving a claim in relation to the pursuit of such liability. If the candidates are elected as Directors and assume office, each of them will be insured under the contract. The Company plans to renew the contract with the same terms and conditions the next time it comes up for renewal.
5. An overview of the opinions of the Audit and Supervisory Committee on matters such as the election and remuneration of Directors (excluding Directors serving as Audit and Supervisory Committee Members) is as follows.
   The Audit and Supervisory Committee reviewed the procedures for the election of candidates for Director (excluding Directors serving as Audit and Supervisory Committee Members), and the performance of duties, career summary, and other factors of each elected candidate. As a result, the Audit and Supervisory Committee has judged that the contents of the proposal are appropriate and there are no matters that warrant comment. Furthermore, as a result of reviewing the remuneration of Directors (excluding Directors serving as Audit and Supervisory Committee Members), the Audit and Supervisory Committee has judged that the remuneration system and remuneration for
6. • 6 -

each Director are of a level appropriate to their duties and performance.

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Proposal 2: Election of Three (3) Directors Serving as an Audit and Supervisory Committee Member

The terms of office of Mr. Satoshi Nakaniwa, Mr. Fumio Noguchi, and Ms. Hiroe Toyoshima, who are Directors serving as Audit and Supervisory Committee Members, will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes to elect three (3) Directors serving as Audit and Supervisory Committee Members.

The Audit and Supervisory Committee has given its prior consent to this proposal.

The candidates for Directors serving as an Audit and Supervisory Committee Member is as follows.

		Name		Career summary, positions, responsibilities	Number of
No.			shares of the
(Date of birth)		and significant concurrent positions
		Company held
				April 1993	Joined Mitsubishi Corporation
				April 2005	Senior Vice President, Assistant to CFO, Meidi-Ya Corporation
					(currently Mitsubishi Shokuhin Co., Ltd.)
				December 2008	Headquarters of Mitsubishi International Corporation
				September 2013	Chemicals Group Administration Department of Mitsubishi
					Corporation
				February 2017	General Manager, Finance and Accounting Division of Lawson,
					Inc.
				March 2017	Executive Vice President, CFO of Lawson, Inc.
	Satoshi Nakaniwa	May 2017	Member of the Board, Executive Vice President, CFO of
		Lawson, Inc.
	(May 20, 1969)	March 2019	Member of the Board, Executive Managing Officer, CFO of
					Lawson, Inc.
		Reelected		May 2022	General Manager, Food Industry Administration Department of
					Mitsubishi Corporation (to present)
1				June 2022	Director (Audit and Supervisory Committee Member) of	0
				NIHON SHOKUHIN KAKO CO., LTD. (to present)
				June 2022	Director (Audit and Supervisory Committee Member) of the
					Company (to present)
				Significant concurrent positions
				General Manager, Food Industry Administration Department, Mitsubishi
				Corporation
				Director (Audit and Supervisory Committee Member), NIHON SHOKUHIN
				KAKO CO., LTD.
	[Reason for nomination as a candidate for Director serving as an Audit and Supervisory Committee
	Member]
	The Company expects that Mr. Satoshi Nakaniwa will offer advice on appropriate corporate activities and
	support sales activities of the Company based on his professional experience at Mitsubishi Corporation
	and other companies. In addition, he has years of experience in the accounting division and considerable
	knowledge of finance and accounting and can be expected to contribute to the Company's corporate
	management overall from an objective viewpoint rather than from the standpoint of manufacturing.
	Accordingly, the Company has nominated him as a candidate for Director serving as Audit and
	Supervisory Committee Member for reelection.
				April 1998	Registered as attorney at law at Osaka Bar Association
				April 1998	Joined Nakamoto & Partners
				December 2005	Registered as attorney at law in the State of New York, USA
				April 2009	Partner, Nakamoto & Partners (to present)
				October 2015	Outside Director of SANESU, Co., Ltd.
	Hiroe Toyoshima	June 2020	Outside Director of Nitta Corporation (to present)
	June 2020	Outside Director (Audit and Supervisory Committee Member)
	(September 28, 1967)
		of the Company (to present)
2				June 2023	Outside Member of the Board of Directors (Audit and	0
	Reelected			Supervisory Committee Member), NIDEC CORPORATION (to
					present)
				Significant concurrent positions
				Partner, Nakamoto & Partners
				Outside Director, Nitta Corporation
				Outside Member of the Board of Directors (Audit and Supervisory Committee
				Member), NIDEC CORPORATION
	[Reason for nomination as a candidate for Outside Director serving as an Audit and Supervisory
	Committee Member, and roles expected thereof]

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		Name		Career summary, positions, responsibilities	Number of
No.			shares of the
	(Date of birth)		and significant concurrent positions
			Company held
	The Company has nominated Ms. Hiroe Toyoshima as a candidate for Outside Director serving as Audit
	and Supervisory Committee Member for reelection because she can be expected to leverage her experience
	as an attorney for the business activities of the Company with good and wide knowledge of legal practices
	including those of corporate legal affairs, civil and commercial disputes, bankruptcies, M&A, overseas
	investment and international transactions.
				April 1986	Joined JAL Information Technology Co., Ltd.
				July 2001	Manager, Corporate Planning Department, JAL Information
					Technology Co., Ltd.
				April 2005	General Manager, Passenger System Department, Airline
	Ritsue Miyashita		Business Division, JAL Information Technology Co., Ltd.
	April 2015	Executive Officer, Application Business Department, Airline
	(May 3, 1962)		Business Division, JAL Information Technology Co., Ltd.
				December 2018 President, Eternaria Co., Ltd. (to present)
		Newly elected		June 2022	Outside Director, ENDO Lighting Corp. (to present)
3				June 2023	Outside Director, Tokushu Tokai Paper Co., Ltd. (to present)	0
			Significant concurrent positions
				President, Eternaria Co., Ltd.
				Outside Director, ENDO Lighting Corp.
				Outside Director, Tokushu Tokai Paper Co., Ltd.
	[Reason for nomination as a candidate for Outside Director serving as an Audit and Supervisory
	Committee Member, and roles expected thereof]
	Ms. Ritsue Miyashita is well-versed in the IT field, active participation of women, nurturing of human
	resources, and other areas as well as experience as a corporate executive. Anticipating that she will put her
	abundant knowledge and experience to use for its corporate activities, the Company has nominated her as
	a candidate for Outside Director serving as an Audit and Supervisory Committee Member.

(Notes)

1. There are no special interests between the candidates and the Company.
2. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreements with Mr. Satoshi Nakaniwa and Ms. Hiroe Toyoshima, which limit their liability for damages as prescribed under Article 423, Paragraph 1 of the said Act. The limit of liability in such agreement shall be based on the amount of the minimum liability limit as prescribed under Article 425, Paragraph 1 of the Act. Upon the approval of the election of Mr. Satoshi Nakaniwa and Ms. Hiroe Toyoshima, the Company is scheduled to continue the aforementioned agreement with them.
   Upon the approval of the election of Ms. Ritsue Miyashita, the Company is scheduled to conclude with her the liability limitation agreement to the same effect.
3. Mr. Satoshi Nakaniwa has been serving as an executive of Mitsubishi Corp., which is the parent company of the Company, in the past 10 years and his positions and responsibilities at Mitsubishi Corp. are described in his career summary.
4. Ms. Hiroe Toyoshima is an Outside Director serving as an Audit and Supervisory Committee Member of the Company. She will have served as Outside Director serving as an Audit and Supervisory Committee Member for four (4) years at the conclusion of this General Meeting of Shareholders.
   Ms. Ritsue Miyashita is a candidate for Outside Director.
5. The Company has registered Ms. Hiroe Toyoshima as an independent director stipulated by the Tokyo Stock Exchange. Upon the approval of the election of Ms. Hiroe Toyoshima, the Company is scheduled to continue registering her as an independent director with the TSE.
   Ms. Ritsue Miyashita satisfies the requirements for independent director stipulated by the Tokyo Stock Exchange. Upon the approval of the election of Ms. Ritsue Miyashita, the Company is scheduled to register her as an independent director with the TSE.
6. The Company has entered into a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The contract covers damages that may arise due to the insured, including the Company's Directors, assuming liability in relation to their execution of duties or receiving a claim in relation to the pursuit of such liability. If the candidates are elected as Directors and assume office, they will be insured under the contract. The Company plans to renew the contract with the same terms and conditions the next time it comes up for renewal.

(For reference 1) Criteria for judging independence of Outside Officers

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The Company shall determine the independence of each director by confirming whether or not he or she falls under any of the following (1) through (6) for the current and past three (3) fiscal years, in addition to the requirements for independent directors stipulated by the Tokyo Stock Exchange, Inc. and other financial exchanges in Japan:

1. A major shareholder of the Company (a person or entity directly or indirectly holding 10% or more of the voting rights), or an executive*1 of such a shareholder
2. An executive of a creditor whose loan to the Company exceeds the threshold set by the Company*2
3. An executive of a supplier or customer whose transaction amounts exceed the threshold set by the Company*3
4. A provider of professional services, such as a consultant, lawyer, or certified public accountant, who receives cash or other financial benefits from the Company, other than executive compensation, where the amount exceeds 10 million yen per fiscal year
5. A representative or partner of the Company's Accounting Auditor
6. A person belonging to an organization that has received donations exceeding the specified amount*4 from the Company
   *1 An executive refers to an executive director, corporate officer, other employee, etc.
   *2 A creditor whose loan to the Company exceeds the threshold set by the Company refers to a creditor to whom the
   Company owes an amount exceeding 2% of the Company's total consolidated assets.
   *3 A supplier or customer whose transaction amounts exceed the threshold set by the Company refers to a supplier or

customer whose transaction amounts with the Company exceed 2% of the Company's consolidated annual sales.

*4 Donations exceeding the specified amount refer to donations of more than ¥10 million per fiscal year.

If a person is judged to be effectively independent even though one or more of the items (1) to (6) above apply, the Company will disclose the reason for the judgment at the time of his/her nomination as Outside Officer.

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