June 7, 2011
Dear Institutional Investors

Nissin Foods Holdings Co., Ltd.
Notice of the 63nd Ordinary General Meeting of Shareholders

The Shareholders’ Meeting of Nissin Foods Holdings Co., Ltd. will be held on Wednesday, June 29,
2011. Although we already sent the Notice of Convocation to our shareholders, we understand theoverseas proxy process can be complicated, and therefore, we would like to present a brief summary ofthe Agenda to be approved along with relevant reference materials. We hope this reference will be
useful in your decision-making. Please use the prescribed procedures you have determined for carryingout the proxy procedures.
Furthermore, we are participating in the electronic proxy voting platform provided by ICJ for theconvenience of shareholders. It allows overseas shareholders to vote through a system similar to thatused in the United States, and we would be pleased if you could make use of it.

Along with our continuous efforts to increase shareholder value and to further strengthen corporate
governance and IR activities, we would like to convey information to shareholders regarding theprogress being made by management and the structure of the company in a timely manner.

Your

ongoing understanding and support is greatly appreciated.

Agenda to be Resolved

1. Appropriation of retained earnings
With a final dividend payout of JPY 35 (totaling JPY 3,873,384,585), this year’s total dividend will be
JPY 70 (a JPY 10 increase from the previous year), including the interim dividend of JPY 35. That will
make the payout ratio 37.3%, based on consolidated earnings.
We will endeavor to maintain stable dividends to shareholders in the future by aiming to have a payout
ratio of around 40%, based on consolidated earnings.

2. Election of eleven directors
There are eleven candidates for directors, including Mr. Koki Ando who is the current President andRepresentative Director. In an effort to improve corporate governance, the Company has increased thenumber of outside directors from two to three last year.

Outside director candidates are current

outside director Yoko Ishikura, and new candidates Ken Kobayashi and Masahiro Okafuji.
Yoko Ishikura is believed to be a suitable outside director as she will bring the views of an outsideexpert into management and has been recognized for her many years of experience as an expert on1

international corporate strategy. Although she does not have any direct management experience, she iswell-versed in corporate management due to many years of experience in areas such as international
politics and economics, and international corporate strategy.
Ken Kobayashi and Masahiro Okafuji are the President of Mitsubishi Corporation and the President ofITOCHU Corporation respectively, and it is believed that they are suitable outside directors as they willbring outside views into management and have been recognized for their management acumen and trackrecords in other companies.

Brief profiles of the independent outside director candidates are shown in Appendix 1.

3. Election of two corporate auditors
The terms of two current corporate auditors will end upon the conclusion of this ordinary general
meeting of shareholders, and this proposal calls for the appointment of two corporate auditors.
Three of the Company’s four corporate auditors will be outside corporate auditors following thisagenda’s approval.
Brief profiles of the independent outside corporate auditor candidates are shown in Appendix 2.

Please also refer to our website which contains information for investors, such as financial information
and Annual Reports.
URL: http://www.nissinfoods-holdings.co.jp/english/

Your continued understanding and support is appreciated.

2

Appendix 1
Profiles of Outside Director Candidates* Candidate Number refers to the number shown in the original “Notice of the 63nd Ordinary General Meeting of Shareholders”, whichshows all eleven Director Candidates.
CandidateName
B r i e f H i s t o r y, P o s i t i o n a n d
Number of theNumber(Date of Birth)
Other Key Posts Held Concurrently
C o m p a n y ’s
Shares Held9Ken Kobayashi
July 1971(February 14, 1949)
Joined Mitsubishi Corporation
April 2003
Appointed as Senior Vice President, General Manager, Singapore Branch
June 2004
Appointed as Senior Vice President, Division COO, Plant Project Div.
April 2006
Appointed as Senior Vice President, Division COO, Ship, Aerospace &Transportation Systems Div.
April 2007
Appointed as Executive Vice President, Group CEO, Industrial Finance,Logistics & Development Group
June 2007
0 sharesAppointed as Member of the Board, Executive Vice President, Group CEO,
Industrial Finance, Logistics & Development Group
June 2008
Retired as Member of the Board
Appointed as Executive Vice President, Group CEO, Industrial Finance,Logistics & Development Group
April 2010
Appointed as Senior Executive Vice President, Executive Assistant toPresident
June 2010
Member of the Board, President of Mitsubishi Corporation (Current)(Status of Key Posts Held Concurrently)
President and CEO, Mitsubishi Corporation
April 1974
10Masahiro Okafuji
Joined ITOCHU Corporation(December 12, 1949)
June 2002
Appointed as Executive Officer of ITOCHU Corporation
April 2004
Appointed as Managing Executive Officer of ITOCHU Corporation
June 2004
Appointed as Managing Director of ITOCHU Corporation
0 shares
April 2006
Appointed as Senior Managing Director of ITOCHU Corporation
April 2009
Appointed as Executive Vice President of ITOCHU Corporation
April 2010
Appointed as President of ITOCHU Corporation (Current)(Status of Key Posts Held Concurrently)
President & Chief Executive Officer of ITOCHU Corporation
11
Yoko Ishikura
July 1985(March 19, 1949)
Joined Japanese Subsidiary of McKinsey & Company, Inc. and appointed
as Manager
April 1992
Professor, School of International Politics, Economics and Communication,
Aoyama Gakuin University
April 2000
Professor, Graduate School of International Corporate Strategy,Hitotsubashi University
April 2004
167 shares
Appointed as Outside Director of Japan Post Service Co., Ltd. (Part-time)
October 2005
Appointed as Vice President of the Science Council of Japan
June 2006
Appointed as Director Mitsui O.S.K. Lines, Ltd.
June 2010
Appointed as Director and Independent Director/Auditor of Nissin Foods
Holdings Co., Ltd. (Current)
Appointed as Director of Fujitsu Limited (Current)
April 2011
Professor, Graduate School of Media Design, Keio University (Current)* As Director candidate Yoko Ishikura is highly reputated with her name, the candidate name is shown as above, although her legal nameis Yoko Kurita.

3

Appendix 2
Profile of Outside Corporate Auditor Candidate* Candidate Number refers to the number shown in the original “Notice of the 63nd Ordinary General Meeting of Shareholders”, whichshows all two Corporate Auditor Candidates.
CandidateName
B r i e f H i s t o r y, P o s i t i o n a n d
Number of theNumber(Date of Birth)
Other Key Posts Held Concurrently
C o m p a n y ’sShares HeldJuly 1968
2Toru Horinouchi
Appointed as Director of NIPPON ALEPH CORPORATION(June 22, 1941)
March 1983
Appointed as Director of the Ando Foundation (Current)
February 1987
Appointed as Representative Director and Managing Director ofNIPPON ALEPH CORPORATION
June 1990
Appointed as Corporate Auditor of Nissin Foods Holdings Co., Ltd.
18,059 shares(Current)
November 1990
Appointed as Representative Director and Senior Managing Directorof NIPPON ALEPH CORPORATIONMarch 2002
Appointed as Corporate Auditor of NIPPON ALEPH CORPORATION(Status of Key Posts Held Concurrently)
Director of the Ando Foundation

4Share Information (Jun 3, 2011)

Company ProfileTSE1, OSE1: 2897
ISIN：JP3675600005
2,891

Closing Share Price

234,200

Traded Volume
Total Shares Issued

117.46 million shares

Market Capitalization

339,587.51 million yen

2897 VOLUME

110%

Nissin Foods Holdings Co., Ltd. (TSE 1st Section,
OSE1st Section: 2897) is an industry pioneer thatdeveloped Chicken Ramen, the world’s first instantramen noodles and is a leading company in themanufacture and sale of instant noodles and cup
noodles. The company has a dominant share in thedomestic market for instant noodles. The company
aims to become the number one brand in various
areas with its technological innovation and marketing
capabilities, and is actively expanding its businessoverseas. The company switched to a holding
company organization in October 2008 to provide
cross-sectional logistics support for 7 domestic
operating companies including Nissin Food Products
Co., Ltd. and Myojo Foods Co., Ltd. and 4 regions
overseas such as The Americas and China.

2897

Topix

1614105%

12100%

10895%Net Sales: 375 billion yen (Mar. 2011)

690%

China
5%
The Americas
7%

485%

280%

Nissin Food
Chilled andProducts
Frozen Foods
52%
14%
Myojo Foods

0March-11

April-11

May-11Others11%

June-11

11%

Key Financial Data
Net Sales
4,000
3,900
3,800

Units:100 millions of yen
3,855

3,700

3,712

3,600

3,950

Accounting period（Plan）

Per Share (Unit: yen)

3,621

08/03

09/03

10/03

11/03

12/03

Operating Income and Net Income
400

Units: 100 millions of yen

Operating income
Net income
345300（Plan）
277

273

260

236200

205

150
100

Mar-2011

129.98177.02187.56

Dividends

50

60

70

Net Assets

2287.212406.262454.67

Financial Position as of year end (Unit: millions of yen)

3,400

250

Mar-2010

Net Income3,749

3,500

350

Mar-2009

136

208

210

0
09/03

101,131

109,278

125,882

Total Assets

408,729

408,410

409,748

Long-term Liabilities

34,426

48,37144,498Net Assets

285,569

271,951

277,595

R&D Expenditure

3,477

3,806

4,081

Capital Spending

17,572

18,44730,810Operating Income / Net Sales (%)

6.5

7.4

9.2

Total Assets / Net Income (%)

4.0

5.0

5.1

Other data

159

50
08/03

Tangible Fixed Assets

10/03

11/03

12/03

Nissin Foods Holdings Co., Ltd.
（http://www.nissinfoods-holdings.co.jp/)28-1, 6-chome, Shinjuku, Shinjuku-ku, Tokyo 160-8524

IR Contact:
Corporate Communications Headquarters IR OfficeTel: 81-3-3205-5027 Fax: 81-3-3205-5059

The plans, performance forecasts and strategies contained in this document have been made according to the judgment of the company's management based on information available at the time this document was prepared. These are only
estimates of the future and may differ from actual performance due to a variety of risks and uncertain factors such as intensification of price competition, fluctuations in economic trends surrounding the business environment, exchange rate
fluctuations and significant fluctuations in prices in the capital market.