Nisshin OilliO : Notice of Convocation of the 152nd Annual General Meeting of Shareholders and Meeting Materials

These documents are partial translations of the Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising out of the translations.

(Securities Code 2602) Date of transmission: June 4, 2024 Commencement date of electronic provision measures: May 30, 2024

To Shareholders with Voting Rights:

Takahisa Kuno

Representative Director and President

The Nisshin OilliO Group, Ltd.

1-23-1, Shinkawa, Chuo-ku, Tokyo,

Japan

NOTICE OF CONVOCATION OF

THE 152ND ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We cordially announce that the 152nd Annual General Meeting of Shareholders of The Nisshin OilliO Group, Ltd. (the "Company") will be held for the purposes as described below.

In convening this Annual General Meeting of Shareholders, the Company has taken measures to provide information electronically in accordance with Article 325-3 of the Companies Act, which stipulates the matters for electronic provision. Please access the Company's website below to view this information.

The Company's website: https://www.nisshin-oillio.com/english/inv/ir_news/

In addition to the above website, the Company has also disclosed matters for electronic provision on the website of the Tokyo Stock Exchange (TSE). Please access the below TSE website (TSE Listed Company Search), enter and search for the issue name (Company name) or securities code (2602), then select "Basic information" or "Documents for public inspection/PR information."

TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you are unable to attend the meeting, your voting rights can be exercised in writing or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders, refer to Guide to Exercising Voting Rights described below, and exercise your voting rights by 5:30 p.m. Japan time on Wednesday, June 26, 2024.

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Date and time:

Venue:

Meeting Agenda: Matters to be reported:

Proposals to be resolved: Proposal No. 1: Proposal No. 2: Proposal No. 3: Proposal No. 4: Proposal No. 5:

Thursday, June 27, 2024 at 10 a.m. Japan time

East 21 Hall, 1st floor, Hotel East 21 Tokyo, located at 6-3-3 Toyo, Koto-ku, Tokyo

1. The Business Report, Consolidated Financial Statements for the Company's 152nd Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements
2. Non-consolidatedFinancial Statements for the Company's 152nd Fiscal Year (April 1, 2023 - March 31, 2024)

Appropriation of Surplus

Election of Nine Directors

Election of One Audit & Supervisory Board Member

Election of One Substitute Audit & Supervisory Board Member Revision of Remuneration for Audit & Supervisory Board Members

• Of the matters for electronic provision, the following matters are not included in the paper copy to be sent to shareholders who have requested it, pursuant to the provisions of applicable laws and regulations and the Articles of Incorporation of the Company. Accordingly, the paper copy constitutes part of the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements audited by the Audit & Supervisory Committee Members in preparing the Audit Report, and part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditor in preparing the Accounting Audit Report.
• 1. "Status of Accounting Auditors," "Systems to Ensure that the Execution of Duties by Directors Complies with Laws, Regulations, and the Articles of Incorporation of the Company; Systems to Ensure Appropriateness of Business Operations, and the Status of Operation of such Systems" and "Basic Policy Regarding Control of the Company" in the Business Report
  2. "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
  3. "Statement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non- consolidated Financial Statements
• Amendments to the matters for electronic provision (including matters before and after correction) may be posted on the Company's website and TSE website as shown above, if any.

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Guide to Exercising Voting Rights

• To Attend the General Meeting of Shareholders

Submit the enclosed Voting Rights Exercise Form at the reception desk of the venue. You are also requested to bring this convocation notice with you on the day of the meeting.

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

• • You may exercise your voting rights by proxy only in the case where the proxy is another shareholder entitled with voting rights. In such cases, the proxy is required to submit the Voting Rights Exercise Form of the shareholder attending by proxy together with a document certifying the proxy's authority of representation (power of attorney and Voting Rights Exercise Form of the shareholder exercising voting rights by proxy) at the reception desk of the venue.
• To Exercise Your Voting Rights via Electromagnetic Means (the Internet, etc.)

Access the Company's designated voting website (https://www.web54.net) and follow the on-screen guidance to vote for or against the proposals.

Deadline of exercising voting rights: 5:30 p.m. Japan time on Wednesday, June 26, 2024

*If you exercise your voting rights multiple times via the Internet, etc. or in duplicate both on a PC or a smartphone, your last vote exercised will be deemed valid.

*If you exercise your voting rights in duplicate both in writing and via the Internet, etc., your vote received at a later timing will be deemed valid. If your vote exercised in writing and your vote exercised via the Internet, etc. are received on the same day, the vote exercised via the Internet, etc. will be deemed valid.

• • Please note that communication fees (or telephone charges) which may be incurred when exercising voting rights shall be borne by voters.
• To Exercise Your Voting Rights in Writing

Indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it to us by the following deadline.

Deadline of arrival: 5:30 p.m. Japan time on Wednesday, June 26, 2024

• If approval or disapproval of each proposal is not indicated on the returned Voting Rights Exercise Form, we will assume that you have indicated your approval to the Company's proposals.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Appropriation of Surplus

The Company proposes the following appropriation of surplus for the fiscal year ended March 31, 2024:

Year-end Dividend

The Company recognizes that the return of profits to shareholders is one of the most important issues in management.

In its "Value Up+" medium term management plan, the Company has set a target on a return on equity (ROE) of 8% or higher as the performance target, and the Company is endeavoring to achieve growth and improvement of return on capital through proactive investment. Furthermore, looking ahead to fiscal 2030, the Company has revised the ROE target to be 10%. To surely return to shareholders the fruits of any improvement in return on capital stemming from profit growth, the Company has set the consolidated dividend payout ratio as a key indicator and will pay dividends aiming for a consolidated dividend payout ratio of 40% in fiscal 2024, the final year of the "Value Up+" plan.

After a comprehensive consideration of these matters, the Company hereby proposes a year-end dividend of ¥110 per share for the fiscal year ended March 31, 2024, which is a ¥35 increase compared to the previous period's dividend of ¥75. This will result in an annual dividend of ¥170 per share (including the interim dividend of ¥60 per share), which is a ¥50 increase compared to the previous period.

1. Type of dividend property Cash
2. Matters concerning allotment of dividend property to shareholders and total amount thereof ¥110 per share of the Company's common stock, for a total of ¥3,583,448,330
3. Effective date of distribution of surplus June 28, 2024

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Proposal No. 2: Election of Nine Directors

The terms of office of nine Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of nine Directors.

The candidates for Directors are as follows:

				Attendance at
No.		Name	Current positions and responsibilities	Board of
	in the Company	Directors
				meetings
1	Takahisa Kuno	[Reappointment]	Representative Director and President	100%
				(12 / 12)
2	Hidetoshi Ogami	[Reappointment]	Representative Director and Senior Managing
			Officer	100%
			Responsible for Financial, Investor Relations,
			(12 / 12)
			Digital Innovation, and Oilseed Processing
			Management
3	Arata Kobayashi	[Reappointment]	Director and Senior Managing Officer
			Responsible for Sustainable Business	100%
			Management, HR, Legal Affairs, General
			(12 / 12)
			Affairs, Public Relations, Publicity &
			Advertising, and Quality Assurance
4	Masato Saegusa	[Reappointment]	Director and Senior Managing Officer	100%
			General Manager of Food Product,
			(12 / 12)
			Responsible for Branch Operations
5	Yoshiharu Okano	[Reappointment]	Director and Managing Officer	100%
			Responsible for Global Business and Fine
			(12 / 12)
			Chemicals
6	Masayuki Sato	[New appointment]	Managing Officer
			General Manager of Technical Division,
			Responsible for Household-Use & Wellness	―
			Foods Business Strategy, Production,
			Environmental Solutions, and Safety
			Management & Disaster Prevention
7	Isao Yamamoto	[Reappointment]	Outside Director	100%
		[Outside]
			(12 / 12)
		[Independent]
8	Naomi Eto	[Reappointment]	Outside Director	100%
		[Outside]
			(12 / 12)
		[Independent]
9	Satoko Shisai	[New appointment]
		[Outside]		―
		[Independent]

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Candidate No.		● Career summary, position and responsibilities in the Company
		April 1985	Joined the Company
		June 2008	Executive Officer of the Company
		April 2014	Managing Officer of the Company
		June 2014	Director and Managing Officer of the Company
		June 2017	Representative Director and President of the Company
			(to present)
		● Material conflict of interest with the Company
		None
	Takahisa Kuno	[Reasons for nomination as a candidate for Director]
	Mr. Takahisa Kuno has been involved in the management of the Company
	Date of birth:	as Representative Director and President since June 2017. He has been
1	nominated as a candidate because the Company believes that his extensive
October 29, 1961
	knowledge and experience in management as well as his achievements as
[Reappointment]	Number of shares of	President in increasing corporate value and strengthening the foundation of
the Group would continue to be required for the management of the
	the Company held
	Company.
	(of which, the number of shares
	planned to be issued in
	accordance with the stock-
	based remuneration system)
	25,711 shares
	(15,711 shares)
	Attendance at Board of
	Directors meetings
	100%
	(12 / 12)
Candidate No.		● Career summary, position and responsibilities in the Company
		April 1983	Joined the Company
		July 2004	Executive Officer of the Company
		June 2005	Director of the Company
		June 2011	Managing Officer of the Company
		June 2013	Director and Managing Officer of the Company
		June 2018	Director and Senior Managing Officer of the Company
		June 2019	Representative Director and Senior Managing Officer of the
			Company
	Hidetoshi Ogami	April 2024	Representative Director and Senior Managing Officer of the
			Company
2	Date of birth:		Responsible for Financial, Investor Relations, Digital
February 1, 1961		Innovation, and Oilseed Processing Management (to present)

• Material conflict of interest with the Company

[Reappointment] Number of shares of	None
the Company held	[Reasons for nomination as a candidate for Director]
(of which, the number of shares	The Company believes that Mr. Hidetoshi Ogami's extensive knowledge
planned to be issued in	and experience in management as well as achievements as a supervisor for
accordance with the stock-
based remuneration system)	finance and accounting, businesses related to raw materials purchasing, and
14,963 shares	the meal business would continue to be required for the management of the
(8,963 shares)	Company.
Attendance at Board
of Directors meetings
100%
(12 / 12)

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Candidate No.		● Career summary, position and responsibilities in the Company
		April 1985	Joined the Company
		May 2009	Executive Officer of the Company
		April 2014	Managing Officer of the Company
		June 2016	Director and Managing Officer of the Company
		April 2023	Director and Senior Managing Officer of the Company
		April 2024	Director and Senior Managing Officer of the Company
			Responsible for Sustainable Business Management, HR,
			Legal Affairs, General Affairs, Public Relations, Publicity
	Arata Kobayashi		& Advertising, and Quality Assurance (to present)
3	Date of birth:	● Material conflict of interest with the Company
May 26, 1961	None
[Reappointment]		[Reasons for nomination as a candidate for Director]
Number of shares of	The Company believes that Mr. Arata Kobayashi's extensive knowledge
	the Company held	and experience in management strategies, corporate governance, and risk
	(of which, the number of shares	management as well as his achievements as a supervisor for corporate
	planned to be issued in	planning, HR, legal affairs and general affairs sections would continue to be
	accordance with the stock-
	based remuneration system)	required for the management of the Company.
	14,586 shares
	(7,486 shares)
	Attendance at Board
	of Directors meetings
	100%
	(12 / 12)
Candidate No.		● Career summary, position and responsibilities in the Company
		April 1984	Joined the Company
		April 2014	Executive Officer and General Manager of Tokyo Branch of
			the Company
		April 2019	Managing Officer of the Company
		June 2021	Director and Managing Officer of the Company
		April 2023	Director and Senior Managing Officer of the Company
		April 2024	Director and Senior Managing Officer of the Company
			General Manager of Food Product, Responsible for Branch
	Masato Saegusa		Operations (to present)
	● Material conflict of interest with the Company
	Date of birth:	None
	[Reasons for nomination as a candidate for Director]
4	September 22, 1960
The Company believes that Mr. Masato Saegusa's extensive knowledge and
[Reappointment]	Number of shares of	experience based on his engagement in a wide range of operations at sales
sections as well as his achievements in the overall food product business as
	the Company held
	a supervisor in sales, including his experience serving as General Manager
	(of which, the number of shares
	planned to be issued in	of the Tokyo Branch, would continue to be required for the management of
	accordance with the stock-	the Company.
	based remuneration system)
	9,913 shares
	(6,713 shares)
	Attendance at Board
	of Directors meetings
	100%
	(12 / 12)

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Candidate No.		● Career summary, position and responsibilities in the Company
		April 1987	Joined Marubeni Corporation
		April 2013	General Manager of Livestock Feed Operation of
			Marubeni Corporation
		April 2015	General Manager of Second Grain Dept. of Marubeni
			Corporation
		April 2017	Senior Operating Officer of Grain Division of Marubeni
			Corporation
		April 2019	Managing Officer of the Company
	Yoshiharu Okano	June 2019	Director and Managing Officer of the Company
		April 2024	Director and Managing Officer of the Company
5	Date of birth:		Responsible for Global Business and Fine Chemicals (to
September 6, 1962		present)
[Reappointment]		● Significant concurrent position
Number of shares of	President of The Nisshin OilliO (China) Investment Co., Ltd.
	the Company held	● Material conflict of interest with the Company
	(of which, the number of shares	None
	planned to be issued in	[Reasons for nomination as a candidate for Director]
	accordance with the stock-
	based remuneration system)	The Company believes that Mr. Yoshiharu Okano's extensive knowledge
	4,521 shares	and experience in the Company's overseas businesses and risk management
	(3,221 shares)	as well as his longtime engagement and achievements in global business at
	Attendance at Board	a general trading company would continue to be required for the
	management of the Company.
	of Directors meetings
	100%
	(12 / 12)
Candidate No.		● Career summary, position and responsibilities in the Company
		April 1991	Joined the Company
		December 2017 General Manager of Yokohama Isogo Plant of the
			Company
		April 2019	Executive Officer of the Company
		April 2023	Managing Officer of the Company
		April 2024	Managing Officer of the Company
			General Manager of Technical Division, Responsible for
			Household-Use & Wellness Foods Business Strategy,
	Masayuki Sato		Production, Environmental Solutions, and Safety
6			Management & Disaster Prevention (to present)
Date of birth:
[New	October 28, 1965
	● Material conflict of interest with the Company
appointment]	Number of shares of
None
	the Company held
	[Reasons for nomination as a candidate for Director]
	(of which, the number of shares
	planned to be issued in	Mr. Masayuki Sato has served as General Manager of the Yokohama Isogo
	accordance with the stock-	Plant and General Manager of Technical Division overseeing research and
	based remuneration system)
	5,638 shares	technical development, etc., and has demonstrated leadership as the person
	(4,538 shares)	responsible for the production and technical sections. He has been
		nominated as a candidate because the Company believes that his extensive
		knowledge and experience in all aspects of production and technology of
		the Company as well as his internationality cultivated through his overseas
		work experience would be required for the management of the Company.

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Candidate No.

	Isao Yamamoto
	Date of birth:
	May 2, 1957
	Number of shares of
	the Company held
7	3,000 shares
[Reappointment]	Attendance at Board
	of Directors meetings
[Outside]	100%
(12 / 12)
[Independent]

• Career summary, position and responsibilities in the Company
  April 1981 Joined Nomura Research Institute, Ltd.
  January 1991 Head of Strategic Advisory Group of Nomura Research Institute, Ltd.
  January 2002 Co-Head and Managing Director of Investment Banking Division, Merrill Lynch Japan Securities Co., Ltd. (current BofA Securities, Inc.)
  November 2003 President & CEO of The Institute for Securities Investment & Governance K.K.
  July 2006 Auditor of MASSTUNE, Inc. (current MINKABU THE INFONOID, Inc.)
  September 2007 Director of MASSTUNE, Inc. (current MINKABU THE INFONOID, Inc.)
  November 2009 Representative Director of Enterprising Investment, Inc. (to present)
  June 2011 Outside Director of Sony Financial Holdings Inc. (current Sony Financial Group Inc.)
  June 2019 Outside Director of the Company (to present) October 2019 Outside Director of Scenera, Inc. (to present)
• Significant concurrent position

Representative Director of Enterprising Investment, Inc.

• Material conflict of interest with the Company None
  [Reasons for nomination as a candidate for Outside Director and overview of expected role]
  Mr. Isao Yamamoto has utilized his knowledge and experience in financial markets and general management, cultivated through years of work as a securities analyst and financial advisor, in the management of the Company. In particular, he has actively delivered statements on management strategies and enhancement of capital efficiency and invigorated the discussions at the Board of Directors meetings. Furthermore, he has actively expressed his views to improve governance in the Nomination Advisory Committee, Remuneration Advisory Committee, and Management Sustainability Committee. In April 2024, he was appointed chairperson of the Nomination Advisory Committee. These facts show that he has appropriately supervised and provided sound advice to management. For the reasons above, the Company expects him to enhance the Board of Directors' functions and continues to propose his nomination as Outside Director.

9

Candidate No.

	Naomi Eto
	Date of birth:
	May 2, 1956
	Number of shares of
	the Company held
8	1,000 shares
[Reappointment]	Attendance at Board
	of Directors meetings
[Outside]	100%
(12 / 12)
[Independent]

• Career summary, position and responsibilities in the Company

April 1979 Joined Bridgestone Tire Co., Ltd. (current Bridgestone Corporation)

March 2009 Executive Officer, Responsible for General Affairs and Corporate Communications, Bridgestone Corporation

September 2011 Executive Officer, Responsible for Environment, Bridgestone Corporation

February 2014 Executive Officer, General Manager of Group CC Division, Zensho Holdings Co, Ltd.

June 2014 Director, General Manager of Group CC Division, Zensho Holdings Co, Ltd.

January 2015 Director, General Manager of General Affairs Division, Zensho Holdings Co, Ltd.

June 2020 Retired as Director of Zensho Holdings Co, Ltd.

June 2020 Outside Director of Morinaga & Co., Ltd. (to present, to retire in June 2024)

June 2022 Outside Director of the Company (to present)

June 2022 Outside Director of Nippon Yakin Kogyo Co., Ltd. (to present)

• Significant concurrent position

Outside Director of Nippon Yakin Kogyo Co., Ltd.

• Material conflict of interest with the Company None
  [Reasons for nomination as a candidate for Outside Director and overview of expected role]
  Ms. Naomi Eto has utilized her extensive knowledge and experience in corporate governance, compliance, and sustainability based on her engagement in business operations in the management of the Company. In particular, she has actively delivered her opinions from the perspectives of checking the status of internal controls and compliance in the business operations, identifying risks in investment projects, etc. and invigorated the discussions at the Board of Directors meetings. Furthermore, she has actively expressed her views to improve governance in the Nomination Advisory Committee and the Remuneration Advisory Committee. In April 2024, she was appointed chairperson of the Remuneration Advisory Committee. These facts show that she has appropriately supervised and provided advice to management. For the reasons above, the Company expects her to enhance the Board of Directors' functions and continues to propose her nomination as Outside Director.

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