Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 1333)
June 3, 2024
To our shareholders:
Masaru Ikemi,
President & CEO

Maruha Nichiro Corporation
2-20, Toyosu 3-chome, Koto-ku, Tokyo

Notice of the 80th Ordinary General Meeting of Shareholders
We are pleased to inform you of the 80th Ordinary General Meeting of Shareholders of Maruha Nichiro
Corporation (the “Company”), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(matters for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information as “Notice of the 80th Annual General Meeting of Shareholders” on the
Company’s website. Please access the Company’s website by using the internet address shown below toreview the information.
The Company’s website:
https://www.maruha-nichiro.co.jp/corporate/ir/stock/meeting.html (in Japanese)
In addition to posting matters subject to measures for electronic provision on the website above, the Company
also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this informationfrom the latter website, access the TSE website (Listed Company Search) by using the internet address shown
below, enter or search for “Maruha Nichiro” in the “Issue name (company name)” field or the Company’s
securities code “1333” in the “Code” field, select “Basic Information” and “Documents for Public
Inspection/PR Information” in that order. Then, under “Documents for Public Inspection,” click “Notice ofGeneral Shareholders Meeting/Information Materials for a General Shareholders Meeting.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you will not be attending the meeting in person, please exercise your voting rights in writing (Voting Rights
Exercise Form) or via the Internet, etc. in advance. Please examine the Reference Documents for General
Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on Monday, June 24, 2024 (JST).

-1-1. Date and Time:

Tuesday, June 25, 2024, at 10:00 a.m. (JST)

2. Venue:

Shinagawa Intercity Hall
15-4, Konan 2-chome, Minato-ku, Tokyo

3. Purpose
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 80th
fiscal year (from April 1, 2023 to March 31, 2024), and the results of audits of
the Consolidated Financial Statements by the financial auditor and the Audit &Supervisory Board
2. The Non-consolidated Financial Statements for the 80th fiscal year (from April
1, 2023 to March 31, 2024)
Matters to be resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eight Directors
Proposal No. 3: Election of One Audit & Supervisory Board Member• When you attend the meeting, you are kindly requested to submit the voting form that was sent together with this notice at
the reception of the meeting.
• Several matters subject to measures for electronic provision are not provided in paper-based documents to be delivered toshareholders who have requested the delivery of paper-based documents, in accordance with the provisions of laws andregulations and the Company’s Articles of Incorporation. These are the “Internal control systems based on the Companies
Act and operation status thereof” in the Business Report, the “Consolidated Statement of Changes in Equity” and the “Notes
to Consolidated Financial Statements” of the Consolidated Financial Statements, and the “Non-consolidated Statement of
Changes in Equity” and “Notes to Non-consolidated Financial Statements” of the Non-consolidated Financial Statements.
Accordingly, the paper-based documents to be delivered to shareholders who have requested the delivery of paper-based
documents were part of the documents audited by the Audit & Supervisory Board Members upon preparation of the audit
report and by the financial auditor upon preparation of the financial audit report.
• If voting rights have been exercised both in writing (by mail) and via the Internet, etc., the exercise of voting rights via theInternet, etc. shall be treated as the valid exercise of voting rights. In addition, if voting rights have been exercised multiple
times via the Internet, etc., the final votes submitted shall be treated as the valid exercise of voting rights.
• If there is no indication of a vote for or against any proposal on a returned Voting Rights Exercise Form, it shall be treatedas a vote for proposals submitted by the Company.
• If any matters requiring revision arise in the matters subject to measures for electronic provision, a notice of the revisions
and the details of the matters before and after the revisions will be posted on the Company’s aforementioned website andthe TSE website.

-2-

Reference Documents for General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company proposes the appropriation of surplus as follows.
Year-end dividends
In regard to the year-end dividends for the 80th fiscal year, taking into consideration matters including theperformance for the fiscal year under review and future business development, the Company proposes to pay
an ordinary dividend as outlined below.
(1) Type of dividend property
Cash(2) Allotment of dividend property and the aggregate amount thereof
50 yen per share of common stock of the Company
Total dividends: 2,526,961,250 yen(3) Effective date of dividends of surplus
June 26, 2024
(Reference)
Trend in annual dividends per share
Interim(Yen)

Year-end

85

90
80

65

70

55

60
50

40

50

40

40
30
20

35

10
0
76th fiscal year
(FY2019)

77th fiscal year
(FY2020)78th fiscal year
(FY2021)-3-

79th fiscal year
(FY2022)80th fiscal year
(FY2023)*Planned

Proposal No. 2: Election of Eight Directors
The terms of office of all eight Directors will expire at the conclusion of this General Meeting of Shareholders.
Therefore, the Company proposes the election of eight Directors.
The candidates for Director are as follows.

No.

Name

Gender1

Reelection
Masaru Ikemi

Male

President & CEO and Representative Director

100%(17/17)2

Reelection
Sadahiko Hanzawa

Male

Executive Vice President and Representative Director
In charge of Quality Assurance Department, Consumer Relations
Center, Product Development Department, Logistics Department,
Regional Branch Offices, and Extensive Area Sales Department100%(17/17)3

Reelection
Kenji Funaki

Male

Director, Managing Executive Officer
Director of Marine Resources Business Segment100%(13/13)

4

Reelection
Seiichi Hiroshima

Male

Director, Managing Executive Officer
Supervisor of Corporate Management Division
In charge of Accounting Department and Internal Auditing
Department

92%(12/13)

FemaleOutside Director

100%(17/17)

FemaleOutside Director

100%(13/13)

Male

Outside Director

100%(13/13)

Male

–

5

6

7

8

Reelection
Katsue Okuda

OutsideIndependent
Reelection
Yoshiko Tonoike

OutsideIndependent
Reelection
Bradley Edmister

OutsideIndependent
New election
Nobuhiko Takamatsu

OutsideIndependent

Current positions and responsibilities in the Company

Number ofattendance at
the Board of
Directors
meetings–

Reelection: Candidate for Director to be reelected
New election: Candidate for Director to be newly elected
Outside: Candidate for outside Director
Independent: Candidate for independent officer(Note) The number of attendance at the Board of Directors meetings of Kenji Funaki, Seiichi Hiroshima,
Yoshiko Tonoike, and Bradley Edmister refers to the Board of Directors meetings held after theirassuming office on June 27, 2023. In addition, the number of attendance at the Board of Directors
meetings of Katsue Okuda refers to the Board of Directors meetings held until her retirement as an
outside Audit & Supervisory Board Member on June 27, 2023 and those held after her assuming
office on June 27, 2023.

-4-

Candidate No.

1

Date of birth
December 22, 1957

Masaru Ikemi

Reelection[Career summary, and position in the Company]
Apr. 1981 Joined the Company
Apr. 2008 General Manager of Overseas Operations Department of Maruha Nichiro Foods, Inc.
Apr. 2009 Acting General Manager of Overseas Business Coordination Department of Maruha
Nichiro Holdings, Inc.
Apr. 2011 Executive Officer of Maruha Nichiro Holdings, Inc.
Apr. 2014 Executive Officer of the Company
Number of theJun. 2014 Director
Company’s shares
Apr. 2017 Managing Executive Officer
owned
Jun. 2017 Director (current position)
6,800
Apr. 2019 Senior Managing Executive Officer
Apr. 2020 President & CEO and Representative Director (current position)
Attendance at theBoard of Directors
Reasons for nomination as candidate for Director
meetings
Since joining the Company, Masaru Ikemi has primarily been engaged in the overseas business and,100% (17/17)
after holding positions such as General Manager of Overseas Operations Department of Maruha
Nichiro Foods, Inc., he served as Director of the Company from June 2014 to June 2016, Managing
Executive Officer from April 2017, Director (current position) from June 2017, Senior Managing
Executive Officer from April 2019, and President & CEO and Representative Director (current
position) from April 2020. The Company once again nominates him as a candidate for Director having
deemed that he has abundant work experience at the Company and the knowledge and capability
necessary to appropriately and impartially supervise general management, global business
management, and administrative work.
At the conclusion of this meeting, his tenure as Director will have been seven years (in addition tonine years he had served as a Director in the past).

-5-

Candidate No.

2

Sadahiko Hanzawa

Date of birth
November 23, 1959

Reelection[Career summary, and position in the Company]
Apr. 1983 Joined the Company
Apr. 2007 General Manager of Marine Products Sales Department
Apr. 2010 Executive Officer of Maruha Nichiro Seafoods, Inc.
Apr. 2013 Director of Maruha Nichiro Seafoods, Inc.
Apr. 2014 Executive Officer of the Company
Jun. 2014 Director
Number of theCompany’s shares Apr. 2019 Managing Executive Officer
Jun. 2019 Director (current position)
owned
Apr. 2020 Senior Managing Executive Officer
5,000
Apr. 2023 Executive Vice President and Representative Director (current position)
Attendance at theBoard of Directors [Responsibility]
Quality Assurance Department, Consumer Relations Center, Product Development Department,
meetings
Logistics Department, Regional Branch Offices, and Extensive Area Sales Department
100% (17/17)
Reasons for nomination as candidate for Director
Since joining the Company, Sadahiko Hanzawa has primarily been engaged in the marine products
business and, after holding positions such as General Manager of Marine Products Sales Department,
he served as Director of the Company from June 2014 to June 2016, Managing Executive Officer
from April 2019, Director (current position) from June 2019, Senior Managing Executive Officer from
April 2020, and Executive Vice President and Representative Director (current position) from April
2023. The Company once again nominates him as a candidate for Director having deemed that he hasabundant work experience at the Company and the knowledge and capability necessary toappropriately and impartially supervise general management and business management.
At the conclusion of this meeting, his tenure as Director will have been five years (in addition to sevenyears he had served as a Director in the past).

Candidate No.

3

Date of birthJune 30, 1961

Kenji Funaki

Reelection[Career summary, and position in the Company]
Apr. 1984 Joined the Company
Apr. 2011 General Manager of Marine Products Trade Department No.1 of Maruha Nichiro
Seafoods, Inc.
Apr. 2014 General Manager of North America Operations Department of the Company
Apr. 2017 Executive Officer
Apr. 2021 Managing Executive Officer (current position)
Jun. 2023 Director (current position)

Number of theCompany’s shares
owned[Responsibility]
Director of Marine Resources Business Segment
2,100

Reasons for nomination as candidate for Director
Attendance at theBoard of Directors Since joining the Company, Kenji Funaki has primarily been engaged in the marine products business
and, after holding positions such as General Manager of North America Operations Department, hemeetings
has served as Managing Executive Officer of the Company (current position) from April 2021 and as
100% (13/13)
Director of the Company (current position) from June 2023. The Company once again nominates him
as a candidate for Director having deemed that he has abundant work experience at the Company andthe knowledge and capability necessary to appropriately and impartially supervise generalmanagement and global business management.
At the conclusion of this meeting, his tenure as Director will have been one year.

-6-Candidate No.

4

Seiichi Hiroshima

Date of birthJanuary 5, 1962

Reelection[Career summary, and position in the Company]
Apr. 1985 Joined the Company
Apr. 2017 General Manager of Accounting Department
Apr. 2020 Executive Officer
Apr. 2023 Managing Executive Officer (current position)
Jun. 2023 Director (current position)[Responsibility]
Number of theCompany’s shares Supervisor of Corporate Management Division
owned
Accounting Department and Internal Auditing Department
4,100

Reasons for nomination as candidate for Director
Since joining the Company, Seiichi Hiroshima has primarily been engaged in the administrative
Attendance at the department, including accounting and corporate planning, and after holding positions such as General
Board of Directors Manager of Accounting Department, he has served as Managing Executive Officer of the Company
meetings(current position) from April 2023 and as Director of the Company (current position) from June 2023.
The Company once again nominates him as a candidate for Director having deemed that he has
92% (12/13)
abundant work experience at the Company and the knowledge and capability necessary toappropriately and impartially supervise general management and administrative work.
At the conclusion of this meeting, his tenure as Director will have been one year.

-7-

Candidate No.

5

Date of birth
December 28, 1963

Katsue Okuda

Reelection Outside Independent[Career summary, and position in the Company]
Apr. 1986 Joined The Mitsubishi Trust and Banking Corporation
Sep. 1997 Joined Ogata Appraisal Corporation
Nov. 2000 Director of Ogata Appraisal Corporation
Apr. 2006 Member of Tokyo District Court’s civil conciliation committee (current position)
Apr. 2009 Lecturer in Meiji University Graduate School of Global BusinessNov. 2012 Outside member of Investment Committee of AEON Reit Management Co., Ltd.
Number of the(current position)
Company’s shares
Nov.
2017
Representative
Director of Kudan Ogata Holdings Corporation
owned
Mar. 2018 Executive Director of Kenedix Residential Next Investment Corporation
500
Jun. 2018 Outside Corporate Auditor of CERESPO CO.,LTD.
Jul. 2018 Representative Director of Kudan Urban Appraisal Co., Ltd.
Attendance at theBoard of Directors Jun. 2021 Outside Audit & Supervisory Board Member of the Company
meetings
Oct. 2021 Outside Director of CRE, Inc. (current position)
Jun. 2022 Outside Director of CERESPO CO.,LTD. (current position)
100% (17/17)
Dec. 2022 Representative Director of Kudan Ogata Appraisal Firm (current position)
Jun. 2023 Outside Director of the Company (current position)
Reasons for nomination as candidate for outside Director and overview of expected role
Katsue Okuda has abundant experience and exceptional insight gained mainly through real estateappraisal work, and the Company believes that she will contribute to the Company’s corporate
governance and group management by providing opinions, based on knowledge of corporate
management developed at multiple companies, concerning group management from a perspective thatdiffers from an inside Director. Accordingly, the Company once again nominates her as a candidate foroutside Director. If she is reelected, as a member of the Nomination and Compensation Committee as
an advisory body to the Board of Directors, she is expected to contribute from an objective and neutral
standpoint to deliberation on candidates for officers and the officer remuneration system, standards,
remuneration amount, etc.
She is currently an outside Director of the Company, and at the conclusion of this meeting, her tenure
as outside Director will have been one year, and the total tenure, including outside Audit &Supervisory Board Member, will have been three years.

-8-Candidate No.

6

Date of birthJanuary 26, 1971

Yoshiko Tonoike

Reelection Outside Independent[Career summary, and position in the Company]
Apr. 1997 Appointed as Prosecutor
Jun. 2021 Instructor of Meiji University Legal Laboratory
Jun. 2021 Outside Director of Daitoh Trading Co., Ltd.
Nov. 2021 Registered as an attorney at law
Nov. 2021 Joined Minaki & Kitazawa Law Office
Visiting Attorney
Number of theJun. 2023 Outside Director of the Company (current position)
Company’s shares
Oct. 2023 Partner of Minaki & Kitazawa Law Office (current position)
owned
20,000[Significant concurrent positions outside the Company]

Attorney at law
Attendance at theBoard of Directors Reasons for nomination as candidate for outside Director and overview of expected role
Yoshiko Tonoike has knowledge of legal compliance gained as an attorney, and the Company believes
meetings
that she will contribute, from a fair and neutral standpoint, to the Company’s corporate governance100% (13/13)
and group management by providing opinions, based on abundant experience and exceptional insight,
concerning group management from a perspective that differs from an inside Director. Accordingly,
the Company once again nominates her as a candidate for outside Director. She has never been
directly involved in the management of a company. However, the Company judges she willappropriately fulfill her duties as an outside Director based on the above reasons. If she is reelected, asa member of the Nomination and Compensation Committee as an advisory body to the Board of
Directors, she is expected to contribute from an objective and neutral standpoint to deliberation on
candidates for officers and the officer remuneration system, standards, remuneration amount, etc.
She is currently an outside Director of the Company, and at the conclusion of this meeting, her tenure
as outside Director will have been one year.

-9-Candidate No.

7

Bradley Edmister

Date of birth
March 7, 1974

Reelection Outside Independent[Career summary, and position in the Company]
Sep. 1999 Joined Sullivan & Cromwell LLP law firm
Feb. 2000 Registered as an attorney at law in New York State (US)Apr. 2007 Joined Milbank, Tweed, Hadley & McCloy LLP law firm
Apr. 2008 Lecturer of Keio University Law School (current position)
Oct. 2009 Joined Ropes & Gray LLP law firmPartnerNumber of theSep. 2011 Joined Morgan, Lewis & Bockius LLP law firm
Company’s shares
Partnerowned
Feb. 2023 Joined Hogan Lovells (US) LLP law firm0Partner (current position)
Jun. 2023 Outside Director of the Company (current position)
Attendance at theBoard of Directors [Significant concurrent positions outside the Company]
meetings
Attorney at law in New York State (US)100% (13/13)

Reasons for nomination as candidate for outside Director and overview of expected role
Bradley Edmister has abundant experience and exceptional insight in the fields of M&A, private
equity, joint ventures, and other aspects of cross-border M&A, through his many years of experience
as an attorney in New York State (US), and the Company believes that he will contribute to theCompany’s corporate governance and group management by providing opinions concerning groupmanagement from a perspective that differs from an inside Director. Accordingly, the Company once
again nominates him as a candidate for outside Director. He has never been directly involved in the
management of a company. However, the Company judges he will appropriately fulfill his duties as an
outside Director based on the above reasons.
He is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure
as outside Director will have been one year.

- 10 -

Candidate No.

8

Nobuhiko Takamatsu

Date of birthJune 2, 1955

New election Outside Independent[Career summary, and position in the Company]
Apr. 1979 Joined Nippon Steel Corporation
Apr. 2008 General Manager of Intellectual Property Division of Nippon Steel Corporation
Apr. 2011 Executive Officer of Nippon Steel Corporation
Apr. 2012 Advisor of Nippon Steel Corporation
Executive Officer of Usinas Siderúrgicas de Minas Gerais S.A. – Usiminas
Aug. 2014 Vice President of Usinas Siderúrgicas de Minas Gerais S.A. – Usiminas
Number of theCompany’s shares Apr. 2016 Managing Executive Officer of NIPPON STEEL & SUMITOMO METALCORPORATION (current NIPPON STEEL CORPORATION)
owned
Director of Usinas Siderúrgicas de Minas Gerais S.A. – Usiminas
3,000
Apr. 2017 Advisor of NIPPON STEEL & SUMITOMO METAL CORPORATION (current
NIPPON STEEL CORPORATION)
Attendance at the
Senior Managing Executive Officer and Assistant to President and CEO of TOPY
Board of Directors
INDUSTRIES, LIMITED
meetings
Jun. 2017 Representative Director, President and CEO of TOPY INDUSTRIES, LIMITED–
Jun. 2023 Chairman of TOPY INDUSTRIES, LIMITED
Apr. 2024 Director and Counselor of TOPY INDUSTRIES, LIMITED (current position) (Tobe retired from Director on June 21, 2024)
Reasons for nomination as candidate for outside Director and overview of expected role
Nobuhiko Takamatsu has global knowledge of corporate management gained as a representative
director, president and CEO of an international steel manufacturer after many years of experience suchas intellectual property and corporate planning at a major steel manufacturer, and the Company
believes that he will contribute to the Company’s corporate governance and group management by
providing opinions, based on abundant experience and exceptional insight, concerning groupmanagement from a perspective that differs from an inside Director. Accordingly, the Company
nominates him as a candidate for outside Director. If he is elected, as a member of the Nomination andCompensation Committee as an advisory body to the Board of Directors, he is expected to contributefrom an objective and neutral standpoint to deliberation on candidates for officers and the officer
remuneration system, standards, and remuneration amount, etc.

- 11 -

(Notes)

1. There is no special interest between any of the candidates and the Company.
2. Katsue Okuda, Yoshiko Tonoike, Bradley Edmister, and Nobuhiko Takamatsu are candidates for outside
Director.
3. Katsue Okuda, Yoshiko Tonoike, and Bradley Edmister satisfy the requirements of the “Criteria for
Independence of Outside Director and Outside Audit & Supervisory Board Member” established by theCompany, and the Company appointed Katsue Okuda, Yoshiko Tonoike, and Bradley Edmister as independent
officers provided for under the provisions of the Tokyo Stock Exchange and registered them as such with thatexchange. Nobuhiko Takamatsu satisfies the requirements of the “Criteria for Independence of Outside Director
and Outside Audit & Supervisory Board Member” established by the Company, and therefore, if he is elected
and assumes office as an outside Director, the Company intends to appoint him as an independent officer
provided for under the provisions of the Tokyo Stock Exchange and register him as such with that exchange.
The “Criteria for Independence of Outside Director and Outside Audit & Supervisory Board Member”
established by the Company is presented below.
4. Pursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into an agreement with
Katsue Okuda, Yoshiko Tonoike, and Bradley Edmister to limit their liability for damages under Article 423,
paragraph 1 of the Companies Act. The maximum amount of liability for damages under this agreement islimited to the minimum liability amount provided for under laws and regulations. If Katsue Okuda, Yoshiko
Tonoike, and Bradley Edmister are reelected and assume office as outside Directors, said agreement willcontinue to be in effect. If Nobuhiko Takamatsu is elected and assumes office as an outside Director, theCompany intends to enter into an agreement same as above with him to limit his liability for damages. The
maximum amount of liability for damages under this agreement will be the minimum liability amount provided
for under laws and regulations.
5. Pursuant to Article 430-3, paragraph 1 of the Companies Act, the Company has concluded a directors andofficers liability insurance policy with an insurance company that covers any damages arising from liabilities
borne by the insured, including Directors, in the course of execution of their duties, or damages arising fromclaims for such liabilities pursued against them. For the summary of content of the insurance policy, pleaserefer to “3. Company officers (3) Summary, etc. of directors and officers liability insurance policy” of theBusiness Report. If the Director candidates are elected or reelected and assume office, they will be included as
insured persons under the policy. Furthermore, the Company intends to renew the policy in October 2024.

- 12 -

Proposal No. 3: Election of One Audit & Supervisory Board Member
The term of office of Hiroyuki Tabe as Audit & Supervisory Board Member will expire at the conclusion ofthis General Meeting of Shareholders.
Therefore, the Company proposes the election of one Audit & Supervisory Board Member.
The candidate for Audit & Supervisory Board Member is as follows.
The consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.

Mutsumi Yamazaki

Date of birth
May 29, 1964

New election[Career summary, and position in the Company]
Apr. 1988
Joined the Company
Apr. 2020
Acting General Manager of North America Operations Department No. 1
Apr. 2022
Acting General Manager of North America Operations Department
Apr. 2023
Acting General Manager of Business Administration Department
Apr. 2024
Acting General Manager of Accounting Department (current position)
Reasons for nomination as candidate for Audit & Supervisory Board Member
Number of theCompany’s shares Since joining the Company, Mutsumi Yamazaki has primarily been engaged in the administrative
owned
department, including finance and accounting and, after holding positions such as Acting General Manager
of North America Operations Department No. 1 and he has held the position of Acting General Manager of200
Business Administration Department since April 2023, he is familiar with the Company’s management in
Attendance at the general. The Company nominates him as a candidate for Audit & Supervisory Board Member having
Board of Directors deemed that he has the knowledge and capability necessary to appropriately and impartially conduct audits.
meetings–
Attendance at the
Audit & Supervisory
Board meetings–(Note)

1. There are no special interests between the candidate for Audit & Supervisory Board Member and the Company.
2. Pursuant to Article 430-3, paragraph 1 of the Companies Act, the Company has concluded a directors andofficers liability insurance policy with an insurance company that covers any damages arising from liabilities
borne by the insured, including Audit & Supervisory Board Members, in the course of execution of their duties,
or damages arising from claims for such liabilities pursued against them. For the summary of content of theinsurance policy, please refer to “3. Company officers (3) Summary, etc. of directors and officers liability
insurance policy” of the Business Report. If the candidate for Audit & Supervisory Board Member is elected
and assumes office, he will be included as insured persons under the policy. Furthermore, the Company intends
to renew the policy in October 2024.

- 13 -

(Reference) Skill Matrix of Directors and Audit & Supervisory Board Members after this Ordinary General
Meeting of Shareholders (tentative)
Main specialization/backgroundManagement &Business
Strategy

GlobalManagement

Sustainability

Human
Resources Research
Legal
Finance &DX && Human&
Affairs & AccountIntellectuResources DevelopRisking
al Property
Development
ment

President &CEO andMasaruRepresentative Ikemi
Director

●

●

●

●

Executive Vice
President and Sadahiko
Representative Hanzawa
Director●

Director,
Managing
Executive
Officer

Kenji
Funaki●

Director,
Managing
Executive
Officer

Seiichi
Hiroshima

OutsideDirector

KatsueOkuda

OutsideDirector

YoshikoTonoikeOutsideDirector

Bradley
Edmister●●●

OutsideDirector

NobuhikoTakamatsu●●●

Outside Audit
Ryusuke& Supervisory
Aya
Board Member●●

Outside Audit
Taiichi& Supervisory
Ono
Board Member●●

Outside Audit
Yoshio& Supervisory
KimuraBoard Member●●

Position

Name

Audit &
MutsumiSupervisory
Yamazaki
Board Member

●

●

●

●

●

●

●

●

●

●

●

●
●
●
●

●

●

●

Outside Audit
Yoshito& Supervisory
Kaneyama
Board Member●- 14 -●

(Reference)<Criteria for Independence of Outside Director and Outside Audit & Supervisory Board Member>
The Company shall judge outside Director and outside Audit & Supervisory Board Member to be
independent if they do not fall under any of the categories below.
1) An executive of a major business partner of the Group. Note that a major business partner is a business
partner whose monetary amount of trade with the Group exceeds 2% of consolidated net sales of either
the Group or the business partner (including the business partner’s parent or major subsidiaries).
2) An executive of a major lender of the Group. Note that a major lender is a lender whose amount of money
being lent to the Group exceeds 2% of the Company’s consolidated total assets stated at the end of themost recent fiscal year.
3) An attorney, certified public accountant, certified public tax accountant, consultant, etc., who received
from the Company monetary payment or other property benefits exceeding 10 million yen annually otherthan remuneration for Directors and Audit & Supervisory Board Members.
4) A person or executive of a corporation who received donations or aid funds exceeding 10 million yen
annually from the Company.
5) A person who has fallen under any of 1) through 4) in the past two years.
6) A spouse or relative within the second degree of a person who has fallen under any of 1) through 4) and
who is a Director, Executive Officer (shikkoyaku or shikkoyakuin), person who executes business ofgeneral manager level or higher status, or person who executes business with authority equivalent thereof.

- 15 -

Business Report(From April 1, 2023 to March 31, 2024)
1. Overview of Operations of the Maruha Nichiro Group(1) Business progress and results
During the fiscal year under review, the Japanese economy showed a gradual recovery trend, partly due
to the recovery of inbound demand as economic activity moves to return to normal following the
COVID-19 pandemic.
Meanwhile, the situation continues to be unpredictable due to the deteriorating situation in the Middle
East, the prolonged situation in Ukraine, sharp exchange rate fluctuations, soaring prices, changing
resource prices, among other factors.
Under these circumstances, the Group has continued to pursue its plan that addresses the “Business
Strategy and Sustainability Integration,” “Practice Value Creation Management,” and “Strengthen
Business Foundation for Sustainable Growth,” in an effort to achieve the Long-term Management
Vision.
Long-term Management Visioni) To contribute to making the earth and society more sustainable by creation of “Economic Value,”“Social Value” and “Environmental Value” through businessii) To enhance value proposition of “Maruha Nichiro Brand” globally, and contribute to enhancing
customers’ health valueiii) To strengthen and make sustainable value chain, based on the business activities of procuring marine
resources and food processing technology, and maximum enterprise value
Consequently, for the fiscal year ended March 31, 2024, net sales was ¥1,030,674 million, an increaseof ¥10,218 million or 1.0%; operating income was ¥26,534 million, a decrease of ¥3,041 million or
10.3%; ordinary income was ¥31,106 million, a decrease of ¥2,394 million or 7.1%, and profit
attributable to owners of parent was ¥20,853 million, an increase of ¥2,257 million or 12.1%, from theprevious fiscal year.
Net sales

Operating income

Ordinary income(Millions of yen)
Profit attributable to ownersof parent

1,030,674

26,534

31,106

20,853Up 1.0% year on year

Down 10.3% year on year

Down 7.1% year on year

Up 12.1% year on year

- 16 -

Net sales and operating income by business segment
Other businesses
0.2%¥1,730 million

Marine Resources Business
57.4%¥591,119 million

Logistics Business
1.7%¥17,607 million
Foodstuff Distribution
Business
30.6%¥315,262 million
Processed Foods Business
10.2%¥104,954 million

Year-on-yearchange (%)

Net sales

Operating income(Millions of yen)
Year-on-yearchange (%)

Marine Resources Business

591,119(1.2)

10,997

Processed Foods Business

104,954

(1.6)

5,249

68.5

Foodstuff Distribution Business

315,262

6.0

7,276

135.7

Logistics Business

17,607

(0.1)

2,306

45.6

Other businesses

1,730

332.3

1,184

325.7

–

–

(480)

–

1.0

26,534(10.3)

Group-wide

Total
1,030,674
Note: Amounts are rounded down to the nearest million yen.

- 17 -(48.6)

Marine Resources BusinessNet sales(Millions of yen) Operating income

598,481591,119(Millions of yen)

21,376Composition
ratio to net sales

10,99757.4%

FY2022

FY2023

FY2022

FY2023The Marine Resources Business consists of the Fishery Business Unit, which engages in fishing both
domestically and internationally; the Aquaculture Business Unit, which engages in aquafarming mainly
for Japanese yellowtail, greater amberjack, and tuna in Japan; the Marine Products Trading Unit, which
has a domestic and international marine products procurement and sales network covering market
distribution; and the Overseas Business Unit, which produces and sells marine products and processed
foods in China, Southeast Asia, North America, and Europe. The Marine Resources Business strived tosecure earnings while focusing on trends in domestic and overseas markets.
In the Fishery Business Unit, sales and profits decreased as a result of lower catch volumes due toreduced fishing vessel utilization and a sharp rise in fuel costs.
In the Aquaculture Business Unit, sales remained unchanged relative to the previous year due to firm
selling prices of tuna and greater amberjack, while profits decreased due to higher cost of sales due tosurging feed and other costs as well as the impact of a decline in the yellowtail sales market.
In the Marine Products Trading Unit, selling prices for imported marine products, mainly frozen tunaand salmon, continued to be weak, resulting in lower sales and profits.
In the Overseas Business Unit, profits decreased due to lower unit sales prices as the market for surimi
and fillets continued to be soft due to a significant increase in supply of Russian products, including
those processed in China following the COVID-19, despite of increased sales as a result of increased
Alaska pollock fishing quotas in North America. In Europe, sales and profits increased due to strong
sales at a U.K. seafood processing and sales company that became subsidiaries in the previous fiscal
year and a Dutch food wholesaler. In Asia, pet food sales in Thailand were weak due to inventory
adjustments in North America, a major sales destination, resulting in lower sales and profits. Overall,sales increased but profits decreased.
As a result of the above, in the Marine Resources Business, net sales was ¥591,119 million, a decreaseof 1.2% and operating income was ¥10,997 million, a decrease of 48.6%, from the previous fiscal year.

- 18 -

Processed Foods BusinessNet sales(Millions of yen) Operating income

106,637

5,249

104,954

Composition
ratio to net sales(Millions of yen)

3,115

10.2%

FY2022

FY2023

FY2022

FY2023

The Processed Foods Business, comprised of the Processed Foods Business Unit involved in production
and sales of consumer frozen foods, canned foods, fish sausage, chikuwa (tube-shaped fish-paste cake),
desserts, seasonings, freeze-dried products, and other products, and the Fine Chemicals Unit involvedin production and sales of fine chemicals, strived to secure earnings through the development,
production and sales of products that meet customers’ needs.
In the Processed Foods Business Unit, price revisions permeated, and sales of mainstay products grew.
However, this could not offset the loss from the fire at the Hiroshima Plant in the previous fiscal year,
resulting in a decrease in sales, while profits increased due to improved productivity and the effect ofprice revisions.
In the Fine Chemicals Unit, sales of chondroitin and heparin for pharmaceuticals were strong and sales
increased, but profits decreased in part due to customers’ reluctance to purchase products because of
the revision to operational methods for the system of foods with functional claims and also due to higher
raw material prices attributable to Peru’s ban on anchovy fishing, among other factors.
As a result of the above, in the Processed Foods Business, net sales was ¥104,954 million, a decreaseof 1.6%, and operating income was ¥5,249 million, an increase of 68.5%, from the previous fiscal year.

- 19 -

Foodstuff Distribution BusinessNet sales(Millions of yen) Operating income(Millions of yen)
7,276

315,262
297,316

Composition
ratio to net sales

3,087

30.6%

FY2022

FY2023

FY2022

FY2023

The Foodstuff Distribution Business, composed of the Foodstuff Distribution Business Unit involvedin production and sales of marine products and institutional products for various business types and theMeat and Products Business Unit handling domestic and international meat products, strived to secure
earnings by combining the Group’s capabilities in raw materials procurement, product development,
and processing technology to propose products that meet the needs of a wide variety of businesscategories.
In the Foodstuff Distribution Business Unit, sales increased partly due to efforts to expand sales
channels by strengthening intra-group cooperation and understanding the needs of business types in
response to market changes, price revisions, and other measures, while profits increased as a result of
improvements in operational efficiency and plant productivity, among other factors.
The Meat and Products Business Unit reported increases in sales and profits due to higher selling prices
resulting from the overall increase in meat market prices, as well as strong sales of imported meats.
As a result of the above, in the Foodstuff Distribution Business, net sales was ¥315,262 million, an
increase of 6.0%, and operating income was ¥7,276 million, an increase of 135.7%, from the previous
fiscal year.

- 20 -

Logistics BusinessNet sales(Millions of yen) Operating income

17,620(Millions of yen)
2,306

17,607
1,583

Composition
ratio to net sales

1.7%

FY2022

FY2023

FY2022

FY2023In the Logistics Business, net sales was ¥17,607 million, a decrease of 0.1%, and operating income was¥2,306 million, an increase of 45.6%, from the previous fiscal year, partly as a result of steadily
capturing storage demand through collection activities for marine products, meat products, and frozen
foods, as well as reflecting higher electricity rates and other costs in prices.

- 21 -

(2) Capital investment
Aiming to further secure businesses that have a competitive edge in existing fields and concentrate its
management resources on growth areas, the Group implemented capital investment totaling ¥18,914
million centered on the Marine Resources Business and Processed Foods Business.
In the Marine Resources Business, capital investment totaling ¥9,039 million was carried out with the
purpose of enhancing overseas production and supply systems, including expansion of the head officeand plant of Trans-Ocean Products, Inc.
In the Processed Foods Business, the Company carried out capital investment totaling ¥2,795 million
with the purpose of enhancing production and supply systems, including upgrades to the cooked riceline at its Oh-e Plant.
(3) Fund procurement
In addition to regular fund procurements for the fiscal year under review, the Company issued its second
series of unsecured bonds of ¥13,000 million on August 31, 2023, in order to diversify its fundprocurement methods and stabilize the financial position of the Company.
(4) Issues to be addressedWith the normalization of economic activity following the COVID-19 pandemic and under the impactof the weak yen, further growth in inbound demand in Japan is expected, along with an increase in the
consumption of services such as food services and travel.
On the other hand, given the deteriorating situation in the Middle East, the prolonged situation in
Ukraine, sharp exchange rate fluctuations, soaring prices, changing resource prices, and an expected
slowdown in the global economy due to monetary tightening, conditions remain unpredictable.
Under these circumstances, the Group is entering the final year of its Medium-term Management Plan
“For the ocean, for life MNV 2024,” which covers the three-year period from FY2022 to FY2024.
To achieve the Long-term Management Vision with an awareness of capital efficiency, the Group willcontinue to pursue our plan that addresses the “Business Strategy and Sustainability Integration,”“Practice Value Creation Management,” and “Strengthen Business Foundation for Sustainable Growth.”
As for the consolidated results forecast for next fiscal year, we project net sales of ¥1,050,000 million
for an increase of 1.9%, operating income of ¥30,000 million for an increase of 13.1%, ordinary incomeof ¥32,000 million for an increase of 2.9%, and profit attributable to owners of parent of ¥19,000 million
for a decrease of 8.9%, from the previous year.
Issues to be addressed for each business
Serving as a group of marine product companies centered on fish, the Group has been operating thefour categories of reportable segments, “Marine Resources,” “Processed Foods,” “Foodstuff
Distribution,” and “Logistics.” The four segments were established upon having taken into accountmultiple factors such as product and service attributes, types of markets and customers, and other suchconsiderations, and accordingly having segmented and integrated multiple business units mainly fromthe perspective of operational similarities. However, the Group has decided to shift to the threereportable segments of “Marine Resources,” “Foodstuff Distribution,” and “Processed Foods” from thenext fiscal year with the aims of building an organizational structure that can evaluate the same typesof businesses from the same perspective and strengthen the Group’s value chain. In conjunction with
this, we will restructure and reorganize the business units.
Regarding “Marine Resources,” in addition to discontinuing the Overseas Business Unit and newly
establishing the North America Operations Unit, we will transfer the Asian Business (Pet Food Business,
Processing Business, etc.) to the Processed Foods Business Unit of “Processed Foods.”
Regarding “Foodstuff Distribution,” in addition to transferring the agricultural businesses from theProcessed Foods Business Unit, the Meat and Products Business Unit will be renamed the Agricultural- 22 -

Foods & Meat and Products Business Unit. In addition, the Marine Products Trading Unit will betransferred from “Marine Resources.”
Issues to be addressed for each business are as follows:
Marine Resources BusinessIn the Fishery Business Unit, although high prices are anticipated in fuel costs, the Group will strive toimprove profitability through fishery operations in response to changes in business environment, while
also diversifying sales channels by increasing in-house processing.
In the Aquaculture Business Unit, while cost increases are projected to continue due to soaring costs offeedstuffs, the Group will work to increase earnings through technological improvements, cost
reductions, stabilization of selling prices, and export expansion, with a focus on aquafarming of tuna,
Japanese yellowtail, and greater amberjack in Japan.
In the North America Operations Unit, the Group will engage in efforts that involve strengthening theearnings base and promoting sales in North American and European business locations. In North
America, production costs continue to rise due to soft market conditions for surimi and fillet products,
rising labor costs, inflation, and other factors, but we will work to improve profitability by optimizing
production items and integrating production and sales operations, and other measures. In Europe, wewill endeavor to improve profitability by further expanding our sales network and promoting sales
expansion of highly profitable commercial products and other measures.
Foodstuff Distribution BusinessIn the Marine Products Trading Unit, the Group will strive to increase earnings through efficient
procurement and sales activities with an understanding of catch and production conditions in resourceproducing countries and rapidly changing consumption trends in major demanding countries. Further,
we will accelerate intra-group collaboration to build a value chain for marine products as well as to aim
to become a one-stop supplier of fresh fish.
In the Foodstuff Distribution Business Unit, we will further strengthen sales from a customer
perspective at restaurants, home-delivery co-ops, mass retailers, nursing food, CVS, and lunch services,and offer products from all categories, including frozen foods, marine, meat, and agricultural products,
to our customers. Moreover, we will move forward with overall optimization in the Group, including
overseas companies, and pursue efficiency in both production and sales as we strive to improve
profitability.
In the Agricultural Foods & Meat and Products Business Unit, the business environment is projected tobe harsh due to factors such as higher procurement costs stemming from the weak yen and rising
personnel expenses; nevertheless, the Group will respond to market needs by leveraging our diverse
procurement network both domestically and internationally, aiming to improve profitability bystrengthening intra-group collaboration and developing value-added products.
Processed Foods BusinessIn the Processed Foods Business Unit, the Group will augment product development capacity byenhancing collaboration with marketing and R&D divisions, and will furthermore actively engage insales promotions and strive to expand sales and increase brand recognition. In Japan, while pursuingbusiness structural reforms and transformation, we will introduce labor-saving equipment, and promote
DX to increase profitability, thereby improving productivity. In overseas markets, we aim to further
expand production and sales of processed foods and pet foods.
In the Fine Chemicals Unit, the Group will expand business through active pharmaceutical ingredients,
deepen existing products with government approval for foods with function claims, and sell new
products, among other measures, as we strive to expand the scale of business.

- 23 -

In our diverse business activities, the Group aims to be “irreplaceable” to society through unique valuethat the Maruha Nichiro Group can provide under our brand statement, “For the ocean, for life.”
As a base for these activities, the Group has established the Group Philosophy of “Maruha Nichiro
Group aims to be an essential part of society by improving everyone’s daily life with wholesome, safeand healthy food,” which is to be shared and practiced all members of the Group.
We hope that we can continue to count on our shareholders for their understanding and support.

- 24 -

New Long-term Corporate Vision toward 2027
1. To contribute to making the earth and society more sustainable bycreation of “Economic Value,” “Social Value” and “Environmental
Value” through business2. To enhance value proposition of “Maruha Nichiro Brand” globally, andcontribute to enhancing customers’ health value

New Long-term Corporate Vision

3. To strengthen and make sustainable value chain, based on the businessactivities of procuring marine resources and food processing
technology, and maximum enterprise value
1. To become the No. 1 global seafood supplier.
2. To become the No. 1 frozen and nursing care food supplier in Japan.

Business Vision

3. To become a leading company of marine products and marine-based
functional products.

Overview of Medium-term Management Plan “For the ocean, for life MNV 2024”(1) Basic idea of Medium-term Management Plan
Business Strategy andSustainability IntegrationMaruha Nichiro Value (MNV) is defined as the Group’s approach tovalue creation that integrates business strategy and sustainability.

 Developing governance system for value creation
Practice Value Creation
Management

 Identifying materiality and setting financial/nonfinancial KGI Resource allocation based on our business portfolio
 Strategic investment to businesses of growth driver Maximizing the value chain across departments Creating and delivering health value based ondiversified needs from consumers
 Developing innovation ecosystem

Strengthen Business Foundationfor Sustainable Growth Investing in human resources Strengthening corporate branding Managing risk of intellectual property and utilizing
intangible assets
 Developing foundation for promoting DX andutilizing digital technology- 25 -

Promoting value
creation by utilizing
digital technology

(2) Business Strategy and Sustainability Integration
We aim to create Maruha Nichiro Value (MNV) for all stakeholders in order to achieve greater
enterprise value and sustainable growth through the integration of business strategy andsustainability.

(3) Practice Value Creation Management (business strategy)
Financial KGI (*The FY2024 Plan was updated in May 2024)
FY2024 PlanA

FY2027 TargetB

FY2023 Results
C

Difference
A-C

B-C

MNEV

(Billions of yen)

12.0 ~

11.0 ~

11.9

0.1 ~

(0.9)

Net sales(Billions of yen)

1,050.0

1,000.0 ~1,030.7

19.3(30.7)

Operatingincome(Billions of yen)

30.0

31.0 ~

26.5

3.5

4.5

EBITDA(Billions of yen)

50.0

50.0 ~

46.0

4.0

4.0

ROIC

4.3%

5% ~

4.2%

0.1pt

0.8pt

ROE

9.0%

9% ~

10.8%

(1.8)pt(1.8)pt~ 1.1 times~ 1.0 times

1.2 times(0.1)pt(0.2)pt

Net D/E ratio* Concept of economic value (MNEV: Maruha Nichiro Economic Value) creation
We calculate MNEV spread, amount of economic value added along with business results, by subtracting weighted
average cost of capital (WACC) from return on invested capital (ROIC) and obtain/show MNEV by multiplying
MNEV spread by amount of invested capital.
=

MNEV Spreadx

Invested Capital

=

MNEV

Return on invested capital(ROIC)–- 26 -

Weighted average cost of capital(WACC)

(4) Practice Value Creation Management (sustainability strategy)(i)Creation of Environmental Value

Action for climate change(ii) Contributing to a recycling-oriented society(iii) Action for marine pollution by marine plastics(iv) Action for preserving biodiversity and ecosystem(v)

Provision of safe and secure food(vi) Food provision contributing to creating health value and sustainability
Creation of Social Value(vii) Building work environment that diversified employees can work with asense of security(viii) Respect for human rights in business operations(ix) Development of sustainable supply chain(5) Strengthen Business Foundation for Sustainable Growth
Creating and delivering health value
based on diversified needs fromconsumers

 Providing foods which can improve customers’ health, such asfrozen food, processed food, food with functional claims,
nursing food and pet food, based on the business activities ofprocuring marine resources and food processing technology
 Proactive investment in marine-tech area and food-tech area

Developing innovation ecosystem

Investing in human resources Exploring the possibility of utilizing digital technology in new
business areaStrengthening organization and human resources for the goalof “Change maker of new era”

Strengthening corporate branding Strengthening corporate branding through proposal of “various
utility value of the fish”

Managing risk of intellectual property
and utilizing intangible assets

 Strengthening the risk management on intellectual property andutilization of intangible assets as group-wide throughcooperation inside of our group

Developing foundation for promoting
DX and utilizing digital technology

 Developing organization to promote DX led by the top
management and strengthening foundation for reform and newtechnology
 Modernizing existing IT assets and increasing productivity bytransforming operation process

For details, please refer to the following website.
Medium-term Management Plan “For the ocean, for life MNV 2024”
URL: https://www.maruha-nichiro.com/ir/management/strategy.html- 27 -

(5) Trends in financial position and profit and loss
80th term
77th term
78th term
79th term(Fiscal year under(Fiscal year ended (Fiscal year ended (Fiscal year ended
review)
March 31, 2021) March 31, 2022) March 31, 2023) (Fiscal year ended
March 31, 2024)

Categories

Net sales (Millions of yen)

809,050

866,7021,020,456

1,030,674

Operating income (Millions of yen)

16,172

23,81929,57526,534

Ordinary income (Millions of yen)

18,093

27,59633,50031,106

Profit attributable to owners of parent(Millions of yen)

5,753

16,89818,596

20,853

Basic earnings per share (Yen)

109.33321.13363.68413.61

Total assets (Millions of yen)

532,866

548,603637,227

671,801

Net assets (Millions of yen)

166,660

187,895

212,522

245,480

Net assets per share (Yen)

2,707.93

3,043.95

3,534.39

4,112.65

Note:

The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29,
March 31, 2020) and relevant ASBJ regulations from the beginning of the 78th term, and each figure for the77th term is the figure after retrospectively applying the accounting standard and relevant ASBJ regulations.

Net sales(Millions of yen)

1,020,456
809,050

Operating income(Millions of yen)

Profit attributable to owners ofparent(Millions of yen)

29,5751,030,674

866,702

20,853

26,534

23,81916,89818,596

16,172
5,753

77th fiscal year78th fiscal year79th fiscal year80th fiscal year
(FY 2020)(FY 2021)(FY 2022)(FY 2023)

Total assets/net assets(Millions of yen)
Total assets

Net assets

532,866

548,603637,227

77th fiscal year78th fiscal year79th fiscal year80th fiscal year
(FY2020)(FY2021)(FY2022)(FY2023)

Basic earnings per share(Yen)

77th fiscal year78th fiscal year79th fiscal year80th fiscal year
(FY2020)(FY2021)(FY2022)(FY2023)

Net assets per share

671,801
413.61

4,112.65

363.683,534.39

321.13
2,707.93

166,660

187,895

212,522(Yen)

245,480

77th fiscal year 78th fiscal year 79th fiscal year 80th fiscal year
(FY2020)(FY2021)(FY2022)(FY2023)

3,043.95

109.3377th fiscal year78th fiscal year79th fiscal year80th fiscal year
(FY2020)(FY2021)(FY2022)(FY2023)- 28 -

77th fiscal year78th fiscal year79th fiscal year80th fiscal year
(FY2020)(FY2021)(FY2022)(FY2023)

(6) Significant subsidiariesi) Significant subsidiaries
Company nameShare capital(Millions of yen)

Ownership ratio
(%)

709

100.0

Marine Resources
Business (Fishery
Business Unit)

AUD 31,035
thousand

50.0

Marine Resources
Business (Fishery
Business Unit)

Principal businessM

Taiyo A&F Co., Ltd.

M

Austral Fisheries Pty Ltd.

M

Daito Gyorui Co., Ltd.

2,628

100.0

Marine Resources
Business (Marine
Products Trading Unit)M

Shinko Gyorui Ltd.

100

100.0

Marine Resources
Business (Marine
Products Trading Unit)

M

Daitoh Gyorui Co., Ltd.

100

90.2

Marine Resources
Business (Marine
Products Trading Unit)

M

Maruha Kyushu Uoichi Holdings Co.,
Ltd.

97

100.0

Marine Resources
Business (Marine
Products Trading Unit)

M

Kyushu Chuo Uoichi Co., Ltd.

90

*83.6

Marine Resources
Business (Marine
Products Trading Unit)

M

Kingfisher Holdings Limited

THB 119
million*50.6

Marine Resources
Business (Overseas
Business Unit)

M

Southeast Asian Packaging andCanning Limited

THB 90
million*99.9

Marine Resources
Business (Overseas
Business Unit)M

KF Foods Limited

THB 300
million*99.9

Marine Resources
Business (Overseas
Business Unit)

M

Premier Pacific Seafoods, Inc.

USD 1
thousand*100.0Marine Resources
Business (Overseas
Business Unit)

M

Westward Seafoods, Inc.

USD 29,800
thousand*100.0Marine Resources
Business (Overseas
Business Unit)

M

Alyeska Seafoods, Inc.

USD 940thousand*100.0Marine Resources
Business (Overseas
Business Unit)

M

Maruha Capital Investment, Inc.

USD 66,943
thousand

100.0

Marine Resources
Business (Overseas
Business Unit)

M

Seafood Connection Holding B.V.

EUR 18thousand*70.0

Marine Resources
Business (Overseas
Business Unit)

M

Maruha Nichiro Europe Holding B.V.

EUR 100
thousand

100.0

Marine Resources
Business (Overseas
Business Unit)M

AIXIA CORPORATION

660

100.0

Marine Resources
Business (Overseas
Business Unit)

P

Maruha Nichiro Kitanippon, Inc.

50

100.0

Processed Foods
Business (Processed
Foods Business Unit)- 29 -

Company nameShare capital(Millions of yen)

Ownership ratio(%)

Principal businessF

Yayoi Sunfoods Co., Ltd.

727

100.0

Foodstuff Distribution
Business (Foodstuff
Distribution Business
Unit)

F

Maruha Nichiro Chikusan Co., Ltd.

400

100.0

Foodstuff Distribution
Business (Meat andProducts Business Unit)

L

Maruha Nichiro Logistics, Inc.

430

100.0

Logistics Business(Logistics Unit)■

Maruha Nichiro Asset, Inc.

100

100.0

Other

Notes:

1. The single letters situated to the left of the company names indicate respective business segments.
(M: Marine Resources Business, P: Processed Foods Business, F: Foodstuff Distribution Business, L:
Logistics Business, ■: Other businesses)
2. * includes indirect shareholdings.
3. Effective April 1, 2024, the Company absorbed and merged Maruha Nichiro Asset, Inc.

ii) Specific wholly-owned subsidiaries as of March 31, 2024
No items to report.
(7) Principal business
The Group consists of the Company, its 99 subsidiaries and 53 associates, and conducts the Marine
Resources Business, Processed Foods Business, Foodstuff Distribution Business, Logistics Businessand related ancillary businesses.

- 30 -

(8) Principal sales offices and plants
Company nameLocation of head officePrincipal sales offices and plants(Sales office)

The Company

Koto-ku, Tokyo

Hokkaido Regional Branch (Hokkaido), Tohoku
Regional Branch (Miyagi), Kanto Regional
Branch (Tokyo), Chubu Regional Branch(Aichi), Kansai Regional Branch (Osaka),
Chugoku Shikoku Regional Branch (Hiroshima),
Kyushu Regional Branch (Fukuoka)(Plant)Shin-Ishinomaki Plant (Miyagi), Shirataka Plant(Yamagata), Oh-e Plant (Yamagata), Utsunomiya
Plant (Tochigi), Gunma Plant (Gunma),
Shimonoseki Plant (Yamaguchi)(Research institute)

Central Research Institute (Ibaraki)(Sales office)Daito Gyorui Co., Ltd.

Koto-ku, Tokyo

Maruha Nichiro Asset, Inc.

Koto-ku, Tokyo

Senju Branch (Tokyo), Ohta Branch (Tokyo),
Narita Branch (Chiba)(Sales office)Yayoi Sunfoods Co., Ltd.

Minato-ku, Tokyo

Hokkaido Branch (Hokkaido), Tohoku Branch(Miyagi), Kanto Shinetsu Branch (Gunma),
Shizuoka Branch (Shizuoka), Chubu Branch(Aichi), Kinki Branch (Osaka), Chugoku Branch(Hiroshima), Kyushu Branch (Fukuoka)(Plant)Kesennuma Plant (Miyagi), Nagaoka Plant(Niigata), Shimizu Plant (Shizuoka), Kyushu
Plant (Fukuoka)(Sales office)

AIXIA CORPORATION

Minato-ku, Tokyo

Taiyo A&F Co., Ltd.

Chuo-ku, Tokyo

Hokkaido Branch Office (Hokkaido), East Japan
Branch Office (Tokyo), Chubu Branch Office(Aichi), West Japan Branch Office (Osaka),
Kyushu Branch Office (Fukuoka)(Sales office)Maruha Nichiro Logistics, Inc.

Chuo-ku, Tokyo

Kanto Branch (Tokyo), Chubu Branch (Aichi),Kansai Branch (Osaka), Kyushu Branch(Fukuoka)(Plant)Maruha Nichiro Kitanippon, Inc.

Kushiro-shi, Hokkaido

Maruha Nichiro Chikusan Co.,Ltd.

Nishi-ku, Sapporo-shi,
Hokkaido

Daitoh Gyorui Co., Ltd.

Atsuta-ku, Nagoya-shi, Aichi

Shinko Gyorui Ltd.

Hyogo-ku, Kobe-shi, Hyogo

Maruha Kyushu Uoichi Holdings
Co., Ltd.

Higashi-ku, Fukuoka-shi,
Fukuoka

Kyushu Chuo Uoichi Co., Ltd.

Nishi-ku, Kumamoto-shi,
Kumamoto

Maruha Capital Investment, Inc.

Washington, U.S.A.

Westward Seafoods, Inc.

Washington, U.S.A.

Alyeska Seafoods, Inc.

Washington, U.S.A.

Premier Pacific Seafoods, Inc.

Washington, U.S.A.

Austral Fisheries Pty Ltd.

Western Australia, Australia

Kushiro Plant (Hokkaido), Furano Plant(Hokkaido), Mori Plant (Hokkaido), Aomori
Plant (Aomori)(Plant)Sapporo Plant (Hokkaido), Nayoro Plant(Hokkaido), Tokachi Plant (Hokkaido)(Sales office)Tobu Branch Office (Hyogo), Akashi Branch
Office (Hyogo)(Sales office)Kagoshima Market (Kagoshima)(Plant)- 31 -

Dutch Harbor Plant (Alaska, U.S.A.), Northern
Victor Plant (Alaska, U.S.A.)(Plant)Unalaska Plant (Alaska, U.S.A.)Company nameLocation of head officeMaruha Nichiro Europe Holding
B.V.

Flevoland, the Netherlands

Seafood Connection Holding B.V.

Flevoland, the Netherlands

KF Foods Limited

Samut Sakhon, Thailand

Kingfisher Holdings Limited

Samut Sakhon, Thailand

Southeast Asian Packaging andCanning Limited

Samut Sakhon, Thailand

Note:

Principal sales offices and plants(Plant)Nadee Plant (Samut Sakhon, Thailand)(Plant)Songkhla Plant (Songkhla, Thailand)(Plant)Bangpoo Plant (Samut Prakan, Thailand), Nadee
Plant (Samut Sakhon, Thailand)

Effective April 1, 2024, the Company absorbed and merged Maruha Nichiro Asset, Inc.

(Reference) Maruha Nichiro’s Network
 Head office major locations
https://www.maruha-nichiro.co.jp/corporate/outline/data/office/ (in Japanese) Group company major locations
https://www.maruha-nichiro.co.jp/corporate/outline/group/ (in Japanese)
https://www.maruha-nichiro.com/location/(9) Employeesi) Consolidated companies
Number of employees/[Temporary
employees] (Persons)

Increase/decrease from the end of theprevious fiscal year (Persons)Marine Resources Business

8,016[8,154](291)

Processed Foods Business

1,174[1,857]

(38)

[66]

Foodstuff Distribution Business

2,006[2,715]

11[(159)]

Logistics Business

832

[87]

(22)

[4]

Other businesses

7

[–]

–

[–]

Business

Group-wide (common)
Total
Notes:[(401)]

496

[88]

28

[12]

12,531[12,901](312)[(478)]

1. The number of employees shown denotes full-time employees. The number of temporary employees isexpressed as the average annual number of such employees stated in square brackets “[ ].”2. The number of employees classified as Group-wide (common) represents employees belonging toadministrative and other divisions that cannot be attributed to any particular business segment.

ii) The Company
Number of
employees/[Temporary
employees] (Persons)

Increase/decrease from theend of the previous fiscal
year (Persons)Average age (Years old)

Average service years(Years)

1,651 [1,768]

11 [45]

41.8

15.5

Note:

The number of employees shown denotes full-time employees. The number of temporary employees isexpressed as the average annual number of such employees stated in square brackets “[ ].”- 32 -

(10) Major creditors
Borrowings outstanding(Millions of yen)

Creditors
Mizuho Bank, Ltd.

49,773

The Norinchukin Bank

45,335

MUFG Bank, Ltd.

42,512

Sumitomo Mitsui Trust Bank, Limited

20,251The Yamaguchi Bank, Ltd.

16,993- 33 -

2. Shares of the Company(1) Total number of authorized shares

Shareholding ratio by category

118,957,000 shares(2) Total number of issued shares

Financial
instruments
business operators,
2.44%

Foreigncorporations
and others,
18.46%

50,539,225 shares(excluding 39,612 treasury shares)

Financial
institutions,34.86%(3) Number of shareholders
67,489(decrease of 11,070 from the end of
the previous fiscal year)

Other
corporations,19.04%

Individuals
and others,
25.20%(4) Major shareholders
Numbers of shares held(Thousands of shares)

Name of shareholders
The Master Trust Bank of Japan, Ltd. (Trust Account)

6,729

Shareholding ratio (%)
13.32

Daitoh Trading Co., Ltd.

4,931

9.76

Custody Bank of Japan, Ltd. (Trust Account)

2,485

4.92

The Norinchukin Bank

1,864

3.69

Mizuho Bank, Ltd.

1,598

3.16

OUG Holdings Inc.

846

1.67

Tokio Marine & Nichido Fire Insurance Co., Ltd.

753

1.49

Nippon Life Insurance Company

739

1.46

DFA INTL SMALL CAP VALUE PORTFOLIO

637

1.26

The Yamaguchi Bank, Ltd.

635

1.26

Notes:

1. Number of shares held is rounded down to the nearest thousand.
2. Shareholding ratio was calculated based on the total number of issued shares excluding the number oftreasury shares (39,612 shares).
Treasury shares do not include 174,076 shares held in trust account of the Board Benefit Trust (BBT and JESOP).

(5) Shares issued to the Company’s officers as compensation for the execution of their duties during the
fiscal year under review
Number of shares (shares)
Directors (excluding outside Directors)

1,100

Number of eligible officers(Persons)1

Outside Directors––

Audit & Supervisory Board Members

–

–

Note:

Details of the Company’s stock compensation are presented in the Business Report, “3. Company officers, (4)Remuneration, etc. for Directors and Audit & Supervisory Board Members.”(6) Other important matters concerning shares
No items to report.

- 34 -

3. Company officers(1) Directors and Audit & Supervisory Board Members
Positions in the Company

Responsibilities in the Company and important concurrent
positions in other companies

Name

President & CEO and
Representative Director

Masaru Ikemi

Executive Vice President andRepresentative Director

Sadahiko Hanzawa

In charge of Product Development Department, Production
Management Department, Regional Branch Offices, andExtensive Area Sales Department

Director,
Managing Executive Officer

Kenji Funaki

Director of Fishery Business Unit, Aquaculture Business
Unit, and Overseas Business Unit

Seiichi Hiroshima

Supervisor of Legal Affairs & Risk Management
Department, Corporate Planning Department, General
Affairs Department, Personnel Department, Corporate
Branding Department, and Finance Department
In charge of Accounting Department, Internal Auditing
Department, and Business Administration Department

Director

Somuku Iimura

Attorney at Law, Outside Director of The Furukawa Battery
CO., LTD., External Audit & Supervisory Board Member of
YAMADA HOLDINGS CO., LTD., Outside Audit &Supervisory Board Member of SANYO SHOKAI LTD.

Director

Katsue Okuda

Director

Yoshiko Tonoike

Attorney at law

Director

Bradley Edmister

Attorney at law in New York State (US)Standing Audit & Supervisory
Board Member

Ryusuke Aya

Standing Audit & Supervisory
Board Member

Taiichi Ono

Standing Audit & Supervisory
Board Member

Yoshio Kimura

Standing Audit & Supervisory
Board Member

Hiroyuki Tabe

Audit & Supervisory Board
MemberYoshito Kaneyama

Director,
Managing Executive Officer

Notes:

Certified Public Accountant

1. Directors Mr. Somuku Iimura, Ms. Katsue Okuda, Ms. Yoshiko Tonoike, and Mr. Bradley Edmister areoutside Directors.
2. Audit & Supervisory Board Members Mr. Ryusuke Aya, Mr. Taiichi Ono, Mr. Yoshio Kimura, and Mr.
Yoshito Kaneyama are outside Audit & Supervisory Board Members.
3. Audit & Supervisory Board Member Mr. Yoshito Kaneyama is a certified public accountant and has
considerable knowledge on finance and accounting.
4. There are no special relationships between the Company and the companies at which the outside officers
hold concurrent positions.
5. The Company has designated Directors Mr. Somuku Iimura, Ms. Katsue Okuda, Ms. Yoshiko Tonoike, andMr. Bradley Edmister, Audit & Supervisory Board Members Mr. Ryusuke Aya, Mr. Taiichi Ono, Mr. Yoshio
Kimura, and Mr. Yoshito Kaneyama as independent officers under the provisions of the Tokyo Stock
Exchange and notified this to the Exchange.
6. Effective April 1, 2024, changes to the following officers have been made concerning their responsibilities
in the Company and important concurrent positions in other companies:
Responsibilities in the Company and important
Positions in the Company
Nameconcurrent positions in other companies
Executive Vice President
and Representative
Director

In charge of Quality Assurance Department,
Consumer Relations Center, Product Development
Sadahiko Hanzawa
Department, Logistics Department, Regional Branch
Offices, and Extensive Area Sales Department

Director,
Managing Executive
Officer

Kenji Funaki- 35 -

Director of Marine Resources Business Segment

Positions in the Company
Director,
Managing Executive
Officer

Name
Seiichi Hiroshima

Responsibilities in the Company and importantconcurrent positions in other companies
Supervisor of Corporate Management Division
In charge of Accounting Department and Internal
Auditing Department(2) Outline of limited liability agreement
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has enteredinto agreements with outside Directors Mr. Somuku Iimura, Ms. Katsue Okuda, Ms. Yoshiko Tonoike,and Mr. Bradley Edmister, outside Audit & Supervisory Board Members Mr. Ryusuke Aya, Mr. Taiichi
Ono, Mr. Yoshio Kimura, and Mr. Yoshito Kaneyama to limit their liabilities for damages under Article
423, paragraph 1 of the said Act. The maximum amount of liability for damages under this agreement
is limited to the minimum liability amount provided for under laws and regulations.
(3) Summary, etc. of directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy pursuant to Article 4303, paragraph 1 of the Companies Act, whereby the Company’s Directors, Audit & Supervisory Board
Members, Executive Officers, and managerial employees constitute the insureds. The insurance
premiums are fully borne by the Company and there are no insurance premiums actually borne by the
insureds.
The insurance policy essentially provides that the insurance company is to extend coverage under thepolicy for damages that may arise either as a result of an insured having been held liable in relation to
the execution of his or her duties, or otherwise upon having become subject to a claim that involves
pursuing such liability.
The insurance policy contains measures to ensure that the insureds execute their duties in a mannerwhereby appropriateness is not compromised. It accordingly contains certain exemptions such as thatof not granting coverage for damages arising from actions recognized as constituting legal violation,and it furthermore sets limits on amounts of coverage.
(4) Remuneration, etc. for Directors and Audit & Supervisory Board Membersi) Matters concerning policy for determining content of remuneration, etc. for individual Directors
At its meeting of the Board of Directors, the Company adopted a resolution on policy for determining
content of remuneration, etc. for individual Directors. The Board of Directors engaged in preliminary
consultation with the Nomination and Compensation Committee regarding the said Board of Directors
resolution, and accordingly received a response.
In addition, the Board of Directors has deemed that the remuneration, etc. for individual Directors
pertaining to the fiscal year under review is in alignment with the said decision-making policy, upon
having confirmed that the method of setting content of remuneration, etc. as well as content of
remuneration, etc. already determined are in alignment with the said decision-making policy, and uponalso having confirmed that the response from the Nomination and Compensation Committee has been
duly regarded.
Details concerning policy for determining content of remuneration, etc. for individual Directors are as
follows.
1) Basic policy
With respect to remuneration for the executive management team and Directors, the Company has
adopted remuneration systems that clarify responsibility for short-term performance and provide
sound incentive for ensuring that the Company enhances corporate value and achieves sustainablegrowth over the medium- to long-term. Specifically, the Company’s remuneration for its executive
management team and Directors consists of a fixed remuneration component, a short-term
performance-linked remuneration component, and a medium-term performance-linked stockcompensation. However, outside Directors who assume supervisory functions are eligible only for
payment of fixed remuneration given that they perform such duties.

- 36 -

2) Policy for determining individual amounts of remuneration, etc. with respect to fixed remunerationand timing of payment thereof
Fixed remuneration for the Company’s Directors is paid on a monthly basis, and is determinedtaking into account comprehensive factors that include each Director’s position, roles andresponsibilities.
3) Policy for determining content of short-term performance-linked remuneration and methods ofcalculating remuneration amounts
Consolidated ordinary income serves as an indicator for calculating short-term performance-linked
remuneration because the Company deems that consolidated ordinary income is important in termsof increasing overall profitability encompassing financing activities. The Company calculates
performance-linked remuneration amounts in alignment with the extent to which targets forconsolidated ordinary income have been achieved in respective fiscal years, in accordance withstandards set separately, with amounts paid on a monthly basis during subsequent fiscal years.
4) Policy for determining content of medium-term performance-linked stock compensation andmethods of calculating remuneration amounts
Regarding the medium-term performance-linked stock compensation, the Company has adopted astock benefit trust system with the objective of providing incentives to enhance corporate value
and sustainable growth over the medium- to long-term. Under the system, points are awarded toeligible officers according to their position in accordance with the Regulations on Stock Benefits
provided separately, and the Company’s shares are delivered upon their retirement from the Boardof Directors in proportion to the points they have earned.
5) Policy for determining the mix of remuneration for individual Directors in terms of amounts offixed remuneration, short-term performance-linked remuneration, and medium-term performancelinked stock compensation
The Company has designed the officer remuneration system under which the ratio of fixed
remuneration, short-term performance-linked remuneration, and medium-term performancelinked stock compensation shall be approximately 75%:15%:10%.
6) Method of setting policy for determining content of remuneration, etc. for individual Directors
The Board of Directors holds authority for making decisions regarding amounts of remuneration,etc. for individual Directors of the Company and methods of calculating such amounts. The
Nomination and Compensation Committee deliberates on matters that include the officer
remuneration system as well as remuneration levels and remuneration amounts, serving anadvisory function for the Board of Directors, and furthermore assists the Board of Directors in its
decision-making by responding with its opinions thereto. Amounts of remuneration for individuals
are determined by the Board of Directors, upon having duly regarded responses from theNomination and Compensation Committee.
ii) Policy for determining content of remuneration, etc. for Audit & Supervisory Board Members
Remuneration, etc. for Audit & Supervisory Board Members is determined through discussions of the
Audit & Supervisory Board Members.

- 37 -

iii) Total amount, etc. of remuneration, etc. for Directors and Audit & Supervisory Board Members
Total amount of remuneration, etc. by type(Millions of yen)

Category

Total amount of
remuneration,
etc.
Fixed
(Millions of
remuneration
yen)

Performance-linked
remuneration, etc.
NonMonetary
monetary
remuneration remuneration,etc.

Number of
eligible officers(Persons)

Directors

255

179

52

22

11

[of which, outside Directors]

[42]

[42]

[–]

[–]

[6]

Audit & Supervisory Board
Members

94

94

–

–

6

[of which, outside Audit &Supervisory Board Members]

[73]

[73]

[–]

[–]

[5]

Total

350

274

52

22

17

[of which, outside officers]

[116]

[116]

[–]

[–]

[(11)]

Notes:

1. The above table includes 3 Directors (including 2 outside Directors) and 1 Audit & Supervisory Board
Member (including 1 outside Audit & Supervisory Board Member) who retired at the conclusion of the 79th
Ordinary General Meeting of Shareholders held on June 27, 2023.
2. With regard to Ms. Katsue Okuda, who retired as an outside Audit & Supervisory Board Member andassumed the position of outside Director at the conclusion of the 79th Ordinary General Meeting of
Shareholders held on June 27, 2023, her tenure as an outside Director and her tenure as an outside Audit &Supervisory Board Member are presented separately under Directors and Audit Supervisory Board Members,
respectively, and included in the total and the number of officers in the table above.
3. The amount remuneration, etc. for Directors does not include the portion of employee’s salary for Directors
who concurrently serve as employees.
4. Among performance-linked remuneration, etc. for the fiscal year under review, monetary remuneration has
been determined based on the extent to which consolidated ordinary income targets were achieved in theprevious fiscal year, with 134% of the target having been achieved in the fiscal year ended March 31, 2023.
Consolidated ordinary income trends are presented under, “1. Overview of Operations of the Maruha Nichiro
Group, (5) Trends in financial position and profit and loss.”
5. The total amount of non-monetary remuneration, etc. within the performance-linked remuneration, etc. forthe fiscal year under review is the amount that should be recorded as expenses for the fiscal year underreview based on the number of share award points granted or expected to be granted during the fiscal year
under review under the Performance-linked Stock Compensation Plan for Directors (excluding outside
Directors).
6. At its special general meeting of shareholders held on January 30, 2014, the Company resolved that amountsof remuneration for Directors and Audit & Supervisory Board Members are to be no more than ¥60 million
per month (does not include the portion of employee’s salary for Directors who concurrently serve as
employees) and no more than ¥10 million per month, respectively. At the conclusion of this General Meetingof Shareholders, the number of eligible Directors is 13 (of whom, 2 are outside Directors), and the numberof eligible Audit & Supervisory Board Members is 5 (of whom, 4 are outside Audit & Supervisory Board
Members).
7. The Company has introduced a Performance-linked Stock Compensation Plan “Board Benefit Trust (BBT)”
for Directors (excluding outside Directors, and persons who do not reside in Japan) and Executive Officers(excluding persons who do not reside in Japan; hereinafter “Directors, etc.”) following the resolution at the78th Ordinary General Meeting of Shareholders held on June 28, 2022. It was resolved that the maximum
total number of points per fiscal year to be granted to Directors, etc. shall be 50,000 points (of which 19,000
points shall be for Directors). The points granted to Directors, etc. shall be converted into one share ofcommon shares of the Company per point upon the delivery of the Company’s shares, etc. The number of
eligible Directors at the conclusion of this General Meeting of Shareholders is four.

- 38 -

(5) Outside officers
Major activities in the fiscal year under review
Status of attendance and remarks, and overview of duties performed associated withroles expected of outside Directors

Director, Somuku Iimura

He attended 16 of the 17 Board of Directors meetings held during the fiscal year underreview. He has contributed to the Company’s corporate governance and groupmanagement by providing necessary remarks particularly regarding proposals anddeliberations based on his knowledge of legal compliance as an attorney at law,abundant experience, and exceptional insight.
In addition, he attended all 2 meetings of the Nomination and Compensation
Committee held during the fiscal year under review as a member of the Nomination
and Compensation Committee, which serves an advisory function for the Company’s
Board of Directors. In so doing, he has contributed to improving the supervisory
function of the Board of Directors and strengthening the corporate governance system
by making remarks necessary for deliberations on matters such as the Company’s
officer candidates, officer remuneration system and levels, and remuneration amounts,
enlisting a standpoint of objectivity and neutrality.

Director, Katsue Okuda

She attended all 4 of the Board of Directors meetings and all 2 of the Audit &Supervisory Board meetings held before her retirement as an outside Audit &Supervisory Board Member on June 27, 2023, during the fiscal year under review. In
addition, she attended all 13 of the Board of Directors meetings held after her
assumption of office as an outside Director on June 27, 2023. Based on her abundant
experience and extensive insight acquired mainly through her work in real estateappraisal, as well as corporate management knowledge cultivated at multiple
companies, she appropriately executed her duties as an outside Audit & Supervisory
Board Member until her retirement as such by providing necessary remarks particularly
regarding proposals and deliberations. Following her assumption of office as outside
Director, she has contributed to the Company’s corporate governance and groupmanagement.
In addition, she attended all 1 meeting of the Nomination and Compensation
Committee held after her assumption of office as outside Director, during the fiscal
year under review as a member of the Nomination and Compensation Committee,
which serves an advisory function for the Company’s Board of Directors. In so doing,
she has contributed to improving the supervisory function of the Board of Directors andstrengthening the corporate governance system by making remarks necessary fordeliberations on matters such as the Company’s officer candidates, officer
remuneration system and levels, and remuneration amounts, enlisting a standpoint ofobjectivity and neutrality.

Director, Yoshiko Tonoike

She attended all 13 of the Board of Directors meetings held after her assumption of
office on June 27, 2023. She has contributed to the Company’s corporate governanceand group management by providing necessary remarks particularly regarding
proposals and deliberations based on her knowledge of legal compliance as an attorneyat law, abundant experience, and exceptional insight.
In addition, she attended all 1 meeting of the Nomination and Compensation
Committee held after her assumption of office as outside Director, during the fiscal
year under review as a member of the Nomination and Compensation Committee,
which serves an advisory function for the Company’s Board of Directors. In so doing,
she has contributed to improving the supervisory function of the Board of Directors andstrengthening the corporate governance system by making remarks necessary fordeliberations on matters such as the Company’s officer candidates, officer
remuneration system and levels, and remuneration amounts, enlisting a standpoint ofobjectivity and neutrality.

Director, Bradley Edmister

He attended all 13 of the Board of Directors meetings held after his assumption of
office on June 27, 2023. He has contributed to the Company’s corporate governanceand group management by providing necessary remarks particularly regarding
proposals and deliberations based on his abundant experience and exceptional insightin the fields of cross-border M&A, through his many years of experience as an attorneyat law in New York State (US).

- 39 -

Status of attendance and remarks, and overview of duties performed associated withroles expected of outside Directors
He attended all 17 of the Board of Directors meetings and all 6 of the Audit &Supervisory Board meetings held during the fiscal year under review. He has expertise
Audit & Supervisory Board regarding financial accounting including many years of experience at financial
Member, Ryusuke Aya
institutions as well as abundant knowledge, and has appropriately executed his duties
as an outside Audit & Supervisory Board Member by providing necessary remarks
particularly regarding proposals and deliberations.
He attended all 17 of the Board of Directors meetings and all 6 of the Audit &Supervisory Board meetings held during the fiscal year under review. He has expertise
Audit & Supervisory Board regarding financial accounting including many years of experience at financial
Member, Taiichi Ono
institutions as well as abundant knowledge, and has appropriately executed his duties
as an outside Audit & Supervisory Board Member by providing necessary remarks
particularly regarding proposals and deliberations.
He attended all 13 of the Board of Directors meetings and all 4 of the Audit &Supervisory Board meetings held after his assumption of office on June 27, 2023. He
Audit & Supervisory Board has expertise regarding financial accounting including many years of experience at
Member, Yoshio Kimura
financial institutions as well as abundant knowledge, and has appropriately executed
his duties as an outside Audit & Supervisory Board Member by providing necessary
remarks particularly regarding proposals and deliberations.
He attended all 17 of the Board of Directors meetings and all 6 of the Audit &Supervisory Board meetings held during the fiscal year under review. He has expertise
Audit & Supervisory Board
regarding financial accounting as a certified public accountant, and has appropriately
Member, Yoshito Kaneyama
executed his duties as an outside Audit & Supervisory Board Member by providing
necessary remarks particularly regarding proposals and deliberations.

- 40 -

4. Financial auditor(1) Name of financial auditor
KPMG AZSA LLC(2) Outline of limited liability agreement
No items to report.
(3) Financial auditor’s remuneration, etc. for the fiscal year under review
Payment amount(Millions of yen)
Financial Auditor’s remuneration, etc. for the fiscal year under review

165

Total money and other economic benefits to be paid to the financial auditor by theCompany and its subsidiaries

280

Notes:

1. Of significant subsidiaries of the Company, Austral Fisheries Pty Ltd., Kingfisher Holdings Limited,
Southeast Asian Packaging and Canning Limited, KF Foods Limited, Premier Pacific Seafoods, Inc.,
Westward Seafoods, Inc., Alyeska Seafoods, Inc., Maruha Capital Investment, Inc., Seafood Connection
Holding B.V. and Maruha Nichiro Europe Holding B.V. are subject to audits (limited to those under theprovisions of the Companies Act or the Financial Instruments and Exchange Act (including equivalentforeign laws and ordinances)) of financial statements of a certified public accountant or an auditing
corporation other than the Company’s financial auditor (including those with equivalent foreign
qualifications).
2. In its audit agreement with the financial auditor, the Company makes no clear distinction between the
remuneration, etc. that it pays for auditing services governed by the Companies Act and for auditing services
governed by the Financial Instruments and Exchange Act, and it is not practically possible to distinguishthem. Consequently, the amount of remuneration, etc. for the financial auditor for the fiscal year ended
March 31, 2024, is a sum of these two amounts.
3. Having performed the verifications on evaluation and analysis of the audits actually conducted during theprevious fiscal year, the contents of audit hours and personnel allocation in the financial auditor’s audit plan,status of execution of duties by the financial auditor, and reasonableness of remuneration estimates in lightof the “Practical Guidelines for Audit & Supervisory Board Members, etc. Concerning Formulation of
Evaluation and Selection Criteria for Financial Auditor” announced by the Japan Audit & Supervisory Board
Members Association, the Audit & Supervisory Board has consented to the amount of remuneration, etc. forthe financial auditor as prescribed in Article 399, paragraph 1 of the Companies Act.

(4) Details of non-auditing services
The Company commissions and pays KPMG AZSA LLC for services other than those stipulated in
Article 2, paragraph 1 of the Certified Public Accountants Act, to prepare a letter from the auditor tothe managing underwriting firm for the issuance of bonds.
(5) Policy on decision for dismissal or non-reappointment of financial auditor
If the financial auditor is found to correspond to any of the items prescribed in Article 340, paragraph
1 of the Companies Act, the Audit & Supervisory Board shall decide the dismissal of the financial
auditor subject to the consent of all Audit & Supervisory Board Members.
In addition, when it is deemed that the financial auditor is no longer able to execute its duties in an
appropriate manner from the viewpoint of the audit quality, quality management, independence, generalcapabilities, etc. of the financial auditor, the Audit & Supervisory Board shall determine the contents ofa proposal for dismissing or not re-appointing the said financial auditor to be submitted to the general
meeting of shareholders. On the basis of this determination by the Audit & Supervisory Board, theBoard of Directors shall submit the proposal to the general meeting of shareholders.

- 41 -

5. Policy on determination of dividends of surplus and others
The Company regards the appropriate distribution of profits to its shareholders as an importantmanagement issue. As such, the Company’s basic policy is to continue paying stable dividends inconsideration of the management environment, while striving to enhance its financial status throughfurther enhancement of the management structure. Dividends shall be paid twice a year: an interim
dividend by resolution of the Board of Directors and a year-end dividend by resolution of the General
Meeting of Shareholders. The Articles of Incorporation stipulate that the Company may, by resolution of
the Board of Directors, pay interim dividends of surplus with a record date of September 30 of each year.
The acquisition of treasury shares shall be implemented flexibly to the extent consistent with the policy
on determination of dividends of surplus and others based on trends in business performance.

- 42 -

(Reference) Corporate Governance System
The Group strives to achieve sustainable growth and implement improvements in corporate value
focusing on the long term by building equitable and productive relationships with its stakeholders. To
this end, we place importance on ensuring operational integrity, transparency and efficiency whileworking to enhance corporate governance utilizing measures to accelerate decision-making andstrengthen oversight.
The Company’s basic approach and policy regarding its corporate governance are summarized in the
Corporate Governance Guidelines, which are available via the Company’s website.
(https://www.maruha-nichiro.co.jp/corporate/ir/governance/ (in Japanese))
Corporate Governance Framework
Shareholders Meeting
Appointment/
Dismissal

Appointment/Dismissal

Appointment/Dismissal<Managing/Supervising><Auditing>
Audit& Supervisory
Audit& Supervisory
Board
Board

Auditing

Cooperating

Board of Directors
Independent
Outside Directors

Financial Auditor

Consultation

Internal Directors

Nomination andCompensation Committee
Responding

Supervising
Cooperating

Cooperating

Managing Executive Officers’ Committee

Internal Auditing
Department

Reporting

Legal Affairs & Risk
Management Department

Reporting

Auditing/Internal
Control
RiskManagement

Representative Director, President &CEO
Representative Directors and Executive
Officers with special titles at the level ofManaging Executive Officer and above
Delegation of
Authority/Control

Responding

Consultation

Compliance Committee

Corporate Management Division
Business Support Division
Business Division

Quality Assurance Committee

Information Management Committee

AttendingCompliance Reporting
Hotlines(Internal Reporting Hotline)

Sustainability Promotion CommitteeIntellectual Property Committee

Subsidiaries and Associates<Operational Execution>

Digital Transformation Committee

Attending (Audit & Supervisory Board Members)Group Liaison Meeting for Audit &Supervisory Board Members
Organizing- 43 -

Compliance Reporting
Hotlines(External Reporting Hotline)
External Legal Counsel

Consolidated Balance Sheet(As of March 31, 2024)
Item
ASSETS
Current assets
Cash and deposits

Amount404,985
37,944

Notes and accounts receivable- trade, and contract assets

138,418

Inventories
Other

215,333
13,688

Allowance for doubtful
accounts

Item
LIABILITIESCurrent liabilities(400)

Non-current assets
Property, plant and equipment
Buildings and structures

266,816
152,220
55,676

Machinery, equipment andvehicles

42,638Land
Construction in progress

42,1896,901

Other
Intangible assets
Goodwill
Other

4,814
32,0597,529
24,529Investments and other assets
Investment securities
Retirement benefit asset
Deferred tax assets
Other82,537
52,773
5,128
3,779
22,351

Allowance for doubtful
accounts(1,494)(Millions of yen)Amount272,969

Notes and accounts payable trade

43,734

Short-term borrowings
Accounts payable - other
Income taxes payable
Provision for bonuses

167,50936,694
7,533
1,966

Provision for loss oncompensation for damage

129

Other
Non-current liabilities
Bonds payable

15,400
153,352
18,000Long-term borrowings
Provision for special repairs

98,841
119

Provision for environmental
measures1

Provision for share awards for
directors (and other officers)

92

Provision for share awards for
employees

106

Retirement benefit liability
Other
Total liabilities
NET ASSETS
Shareholders’ equity
Share capital
Capital surplus
Retained earnings
Treasury shares

21,761
14,429426,321
178,870
20,00036,313
123,113(556)

Accumulated other comprehensive
income28,258Valuation difference on availablefor-sale securities

14,534Foreign currency translation
adjustment

13,625Remeasurements of defined
benefit plans98

Non-controlling interests
Total net assets
Total assets
671,801
Total liabilities and net assets
Note: Amounts are rounded down to the nearest million yen.

- 44 -

38,351
245,480
671,801

Consolidated Statement of Income(From April 1, 2023 to March 31, 2024)(Millions of yen)
Item

AmountNet sales
Cost of sales
Gross profit
Selling, general and administrative expenses

1,030,674
896,856
133,818
107,284

Operating income

26,534Non-operating income
Dividend income
Share of profit of entities accounted for using equity method
Foreign exchange gains
Subsidy income
Miscellaneous income
Non-operating expenses
Interest expenses
Miscellaneous expenses

1,147
356
3,285
1,082
2,810

8,683

3,454
657

4,111

Ordinary income

31,106Extraordinary income
Gain on sale of non-current assets
Insurance claim income
Other
Extraordinary losses
Loss on disposal of non-current assets
Impairment losses
Loss on valuation of investment securities
Compensation for damage
Provision of allowance for loss on compensation for damage
Settlement payments
Other
Profit before income taxes
Income taxes - current

315
8,468
776

9,560

231
797
424
1,283
129
1,146
761

4,775
35,891
9,848

Income taxes - deferred

1,320

Profit24,722

Profit attributable to non-controlling interests

3,868

Profit attributable to owners of parent
Note: Amounts are rounded down to the nearest million yen.

20,853- 45 -

Non-consolidated Balance Sheet(As of March 31, 2024)
Item
ASSETS
Current assets
Cash and deposits
Notes and accounts receivable- tradeAmount233,032
4,421
79,775Merchandise and finished
goodsWork in process
Raw materials and supplies
Short-term loans receivable
Other
Non-current assets
Property, plant and equipment
Buildings

13,8294,530
42,856
5,601
165,099
27,394
11,766

Machinery and equipment

6,306

Land
Other

7,142
2,178
2,678
135,027
36,284

Shares of subsidiaries andassociates

72,909Investments in capital ofsubsidiaries and associates

1,206

Long-term loans receivable
Prepaid pension costs
Other

18,504
3,231
2,929(Millions of yen)AmountLIABILITIESCurrent liabilities
Accounts payable - trade
Short-term borrowings

172,368
18,255
112,616

Accounts payable - other

26,204

Income taxes payable

4,224

82,016

Intangible assets
Investments and other assets
Investment securities

Allowance for doubtful
accounts

Item

Other
Non-current liabilities
Bonds payable
Long-term borrowings
Deferred tax liabilities
Provision for retirement benefits

11,067110,257
18,00077,364616
10,725

Provision for environmental
measures1

Provision for share awards for
directors (and other officers)

92

Provision for share awards for
employees

106

Other
Total liabilities

3,351
282,626

NET ASSETS
Shareholders’ equity

102,571

Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Other retained earnings
General reserve(39)

Retained earnings brought
forwardTreasury shares
Valuation and translation
adjustments
Valuation difference on
available-for-sale securities
Total net assets
Total assets
398,131
Total liabilities and net assets
Note: Amounts are rounded down to the nearest million yen.

- 46 -

20,00010,8005,000
5,800
72,32572,325
1,692
70,633(554)
12,933
12,933
115,505
398,131Non-consolidated Statement of Income(From April 1, 2023 to March 31, 2024)(Millions of yen)
Item

AmountNet sales
Cost of sales
Gross profit
Selling, general and administrative expenses

510,404
448,773
61,63054,014

Operating income

7,616

Non-operating income
Interest income
Dividend income
Foreign exchange gains
Miscellaneous income
Non-operating expenses
Interest expenses
Miscellaneous expenses

379
7,034
2,646
797

10,859

1,026
400

1,427

Ordinary income

17,048Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Insurance claim income
Other
Extraordinary losses
Loss on disposal of non-current assets
Impairment losses
Loss on valuation of shares of subsidiaries and associates
Loss on valuation of investment securities
Loss on abandonment of inventories
Other
Profit before income taxes
Income taxes - current

177
723
7,972
297
46
395
1,352
423
291
89

9,171

2,598
23,620
5,248

Income taxes - deferred

765

ProfitNote: Amounts are rounded down to the nearest million yen.

- 47 -

17,607

Financial auditor’s report on consolidated financial statements (certified copy)
Independent Auditor’s Report
May 23, 2024
The Board of Directors
Maruha Nichiro Corporation

KPMG AZSA LLC
Tokyo OfficeKentaro Mikuriya
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Daiki Sato
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hiroshi Nishimoto
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the consolidated financial statements, comprising the consolidated balance sheet, theconsolidated statement of income, the consolidated statement of changes in equity and the related notes ofMaruha Nichiro Corporation (the “Company”) as at March 31, 2024, and for the year from April 1, 2023, to
March 31, 2024, in accordance with Article 444-4 of the Companies Act.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the consolidated financial position and results of operations of the Group, which consisted of the Company
and its consolidated subsidiaries, applicable to the fiscal year ended March 31, 2024 in accordance withaccounting principles generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of
the Consolidated Financial Statements section of our report. We are independent of the Company and its
consolidated subsidiaries in accordance with the ethical requirements that are relevant to our audit of theconsolidated financial statements in Japan, and we have fulfilled our other ethical responsibilities inaccordance with these requirements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Other Statements
Other statements are the Business Report and its supplementary schedules. Management is responsible forpreparing and disclosing other statements. In addition, Audit & Supervisory Board Members and the Audit& Supervisory Board are responsible for overseeing the Directors’ performance of duties within themaintenance and operation of the reporting process of other statements.
Our audit opinion on the consolidated financial statements does not include any other statements, and we
express no opinion on any other statements.
- 48 -

Our responsibility in the audit of the consolidated financial statements is to read the other statements carefully
and, in the course of the reading, to consider whether there are material differences between the otherstatements and the consolidated financial statements or our knowledge obtained in the course of audit, andto pay attention to whether there is any indication of material errors in the other statements other than suchmaterial differences.
If, based on the work we have performed, we determine that there are material errors in the other statements,
we are required to report those facts.
We have no matters to report on the other statements.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory
Board for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statementsin accordance with accounting principles generally accepted in Japan; this includes the maintenance andoperation of internal control deemed necessary by management for the preparation and fair presentation of
the consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it isappropriate to prepare the consolidated financial statements with the assumption of a going concern, and also
for disclosing matters related to going concern if deemed necessary based on accounting principles generally
accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the
Directors’ performance of duties within the maintenance and operation of the financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s reportthat expresses our opinion on the consolidated financial statements based on our audit from an independent
point of view. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the decisions of users of these consolidated
financial statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment andmaintain professional skepticism throughout the audit process to perform the following:- 49 -

・ Identify and assess the risk of material misstatement due to fraud or error. In addition, design
and implement audit procedures to address the risks of material misstatement. Selecting audit
procedures to be applied is at the discretion of the auditor. Obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion.
・ When auditing the consolidated financial statements, obtain an understanding of internal control
relevant to the audit in order to design audit procedures that are appropriate in the circumstances
in making risk assessments, but not for the purpose of expressing an opinion on the effectivenessof the entity’s internal control.
・ Evaluate the appropriateness of accounting policies used by management and their method of
application, as well as the reasonableness of accounting estimates made by management andthe appropriateness of related notes thereto.
・ Conclude on the appropriateness of preparing the consolidated financial statements with theassumption of a going concern by management, and based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the notes to theconsolidated financial statements or, if the notes to the consolidated financial statements onmaterial uncertainty are inadequate, to express a qualified opinion with exceptions on the
consolidated financial statements. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Groupto cease to continue as a going concern.
・ Evaluate whether the presentation of the consolidated financial statements and notes to theconsolidated financial statements are in accordance with accounting standards generally
accepted in Japan, as well as evaluate the presentation, structure, and content of the consolidated
financial statements, including the related notes thereto, and whether the consolidated financial
statements fairly present the underlying transactions and accounting events.
・ Obtain sufficient and appropriate audit evidence regarding the financial information of theCompany and its consolidated subsidiaries to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the audit of
the consolidated financial statements. We remain solely responsible for our audit opinion.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among
other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit process, and other mattersrequired by auditing standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with astatement that we have complied with relevant ethical requirements in Japan regarding independence, andcommunicate with them all relationships and other matters that may reasonably be deemed to bear on our
independence, and where applicable, any measures taken to eliminate obstruction factors, as well as related
safeguards to reduce obstruction factors to acceptable levels.
Conflicts of Interest
We or engagement partners have no interest in the Company and its consolidated subsidiaries which should
be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report as
required by the Companies Act.

- 50 -

Financial Auditor’s Report (certified copy)
Independent Auditor’s Report
May 23, 2024
The Board of Directors
Maruha Nichiro Corporation

KPMG AZSA LLC
Tokyo OfficeKentaro Mikuriya
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Daiki Sato
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hiroshi Nishimoto
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the non-consolidated financial statements, comprising the Non-consolidated Balance Sheet,
the Non-consolidated Statement of Income, the non-consolidated statement of changes in equity, the related
notes, and its supplementary schedules of Maruha Nichiro Corporation (the “Company”) for the 80th fiscal
year from April 1, 2023, to March 31, 2024 (the “Non-consolidated Financial Statements”), in accordancewith Article 436, paragraph 2 (1) of the Companies Act.
In our opinion, the Non-consolidated Financial Statements, referred to above present fairly, in all material
respects, the financial position and results of operations of the Company, applicable to the fiscal year ended
March 31, 2024 in accordance with accounting principles generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of
the Non-consolidated Financial Statements section of our report. We are independent of the Company inaccordance with the ethical requirements that are relevant to our audit of the financial statements in Japan,
and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Statements
Other statements are the Business Report and its supplementary schedules. Management is responsible forpreparing and disclosing other statements. In addition, Audit & Supervisory Board Members and the Audit& Supervisory Board are responsible for overseeing the Directors’ performance of duties within themaintenance and operation of the reporting process of other statements.
Our audit opinion on the Non-consolidated Financial Statements does not include any other statements, andwe express no opinion on any other statements.
Our responsibility in the audit of the Non-consolidated Financial Statements is to read the other statements- 51 -

carefully and, in the course of the reading, to consider whether there are material differences between theother statements and the Non-consolidated Financial Statements or our knowledge obtained in the course ofaudit, and to pay attention to whether there is any indication of material errors in the other statements otherthan such material differences.
If, based on the work we have performed, we determine that there are material errors in the other statements,
we are required to report those facts.
We have no matters to report on the other statements.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory
Board for the Non-consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the Non-consolidated Financial
Statements in accordance with accounting principles generally accepted in Japan; this includes themaintenance and operation of internal control deemed necessary by management for the preparation and fairpresentation of the Non-consolidated Financial Statements that are free from material misstatement, whether
due to fraud or error.
In preparing the Non-consolidated Financial Statements, management is responsible for assessing whether it
is appropriate to prepare the Non-consolidated Financial Statements with the assumption of a going concern,and also for disclosing matters related to going concern if deemed necessary based on accounting principles
generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the
Directors’ performance of duties within the maintenance and operation of the financial reporting process.
Auditor’s Responsibilities for the Audit of the Non-consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the Non-consolidated Financial
Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue anauditor’s report that expresses our opinion on the Non-consolidated Financial Statements based on our audit
from an independent point of view. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the decisions of users of
the Non-consolidated Financial Statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment andmaintain professional skepticism throughout the audit process to perform the following:- 52 -

・ Identify and assess the risk of material misstatement due to fraud or error. In addition, design
and implement audit procedures to address the risks of material misstatement. Selecting audit
procedures to be applied is at the discretion of the auditor. Obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion.
・ When auditing the Non-consolidated Financial Statements, obtain an understanding ofinternal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances in making risk assessments, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control.
・ Evaluate the appropriateness of accounting policies used by management and their method of
application, as well as the reasonableness of accounting estimates made by management andthe appropriateness of related notes thereto.
・ Conclude on the appropriateness of preparing the Non-consolidated Financial Statements withthe assumption of a going concern by management, and based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the notes to the
Non-consolidated Financial Statements or, if the notes to the Non-consolidated Financial
Statements on material uncertainty are inadequate, to express a qualified opinion withexceptions on the Non-consolidated Financial Statements. Our conclusions are based on theaudit evidence obtained up to the date of our auditor’s report. However, future events orconditions may cause the Group to cease to continue as a going concern.
・ Evaluate whether the presentation of the Non-consolidated Financial Statements and notes to
the Non-consolidated Financial Statements are in accordance with accounting standards
generally accepted in Japan, as well as evaluate the presentation, structure, and content of theNon-consolidated Financial Statements, including the related notes thereto, and whether the
Non-consolidated Financial Statements fairly present the underlying transactions andaccounting events.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among
other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit process, and other mattersrequired by auditing standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with astatement that we have complied with relevant ethical requirements in Japan regarding independence, andcommunicate with them all relationships and other matters that may reasonably be deemed to bear on our
independence, and where applicable, any measures taken to eliminate obstruction factors, as well as related
safeguards to reduce obstruction factors to acceptable levels.
Conflicts of Interest
We or engagement partners have no interest in the Company which should be disclosed pursuant to theprovisions of the Certified Public Accountants Act of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report as
required by the Companies Act.

- 53 -

Auditor’s Report by the Audit & Supervisory Board (certified copy)
Auditor’s Report
We, the Audit & Supervisory Board, have prepared this Auditor’s Report on the performance of duties byDirectors of Maruha Nichiro Corporation for the 80th fiscal year from April 1, 2023, to March 31, 2024,
following deliberations based on auditor’s reports prepared by each Audit & Supervisory Board Member,and hereby reports as follows.
1.

Method and Content of Audits by Audit & Supervisory Board Members and the Audit & Supervisory
Board(1) We established the audit policies, audit plans, etc. and received reports from each Audit &Supervisory Board Member regarding the status of audits and the results thereof, in addition towhich it received reports from the Directors, etc. and the financial auditor regarding the status of
the performance of their duties, and requested explanations as necessary.
(2) Each Audit & Supervisory Board Member, in accordance with the auditing standards establishedby the Audit & Supervisory Board and subject to the audit policies, audit plans, etc., communicatedwith the Directors, the Internal Auditing Division, and other employees, etc., made efforts to collectinformation and develop the auditing environment, and conducted audits in the following manner.
(i)

We attended Board of Directors meetings and other important meetings, received reports fromthe Directors and employees, etc. regarding the status of the performance of their duties andrequested explanations as necessary, perused important approval documents, etc., andexamined the results of operations and financial position. In addition, regarding subsidiaries,
we communicated and exchanged information with the directors, audit & supervisory board
members, etc., of subsidiaries, and received reports on their business from subsidiaries asnecessary.

(ii) In regard to the Board of Directors’ resolution on the development of systems to ensure thatthe Directors’ performance of their duties complies with laws, regulations and the Articles ofIncorporation, and other systems provided for in Article 100, paragraphs 1 and 3 of theRegulations for the Enforcement of the Companies Act, as systems necessary to ensure theappropriateness of operations of the corporate group composed of a stock company and its
subsidiaries, as well as the systems developed pursuant to those resolutions (i.e., internal
control systems) stated in the business report, we periodically received reports from the
Directors and employees, etc. regarding the status of the establishment and operation of thosesystems, requested explanations as necessary, and expressed opinions in regard thereto.
(iii) We oversaw and verified whether the financial auditor maintained an independent positionand conducted appropriate audits, received reports from the financial auditor on the status of
the performance of its duties, and requested explanations as necessary. In addition, we
received notification from the financial auditor that, in accordance with the “Quality Control
Standards for Audits” (Business Accounting Council), etc., it had developed systems in orderto ensure that its duties are appropriately performed (i.e., notification of the matters stated in
the items of Article 131 of the Ordinance on Accounting of Companies) and requested
explanations as necessary.
Based on the methods above, we examined the business report, its supplementary schedules, the nonconsolidated financial statements (i.e., the Non-consolidated Balance Sheet, Non-consolidated Statement of
Income, non-consolidated statement of changes in equity, and the related notes), its supplementary schedules,
and the consolidated financial statements (i.e., the consolidated balance sheet, consolidated statement ofincome, consolidated statement of changes in equity, and the related notes) for the fiscal year under review.

- 54 -

2.

Audit Results(1) Audit results of the business report, etc.
(i)

We acknowledge that the business report and its supplementary schedules fairly present thestatus of the Company in conformity with laws, regulations, and the Articles of Incorporation.

(ii) We acknowledge that with regard to the performance of duties by Directors, there were no
instances of misconduct or material matters in violation of laws, regulations, or the Articles
of Incorporation.
(iii) We find the Board of Directors’ resolution regarding the internal control systems to bereasonable.
Additionally, we acknowledge that there are no matters that should be particularly commented
on in regard to the statements in the business report or the Directors’ performance of theirduties relating to the internal control systems.
(2) Audit results of the non-consolidated financial statements and its supplementary schedules
We find the methods and results of the audits by the financial auditor, KPMG AZSA LLC, to bereasonable.
(3) Audit results of the consolidated financial statements
We find the methods and results of the audits by the financial auditor, KPMG AZSA LLC, to bereasonable.
May 24, 2024
Maruha Nichiro Corporation, Audit & Supervisory Board
Standing Outside Audit & Supervisory Board Member Ryusuke Aya
Standing Outside Audit & Supervisory Board Member Taiichi Ono
Standing Outside Audit & Supervisory Board Member Yoshio Kimura
Standing Audit & Supervisory Board Member Hiroyuki Tabe
Outside Audit & Supervisory Board Member Yoshito Kaneyama
Notes to the Reader of Auditor’s Report:
The Auditor’s Report herein is the English translation of the Auditor’s Report as required by the Companies
Act.

- 55 -