Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Securities Code 9066June 5, 2019
To Shareholders with Voting Rights:
Masahiro Tsutsui
President and Chief Operating Officer
NISSIN CORPORATION
6-81 Onoe-cho, Naka-ku, Yokohama-shi, Kanagawa, JapanNOTICE OF
THE 110TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 110th Annual General Meeting of Shareholders of NISSINCORPORATION (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via electromagnetic
methods (the Internet, etc.). Please review the attached Reference Documents for the General Meeting of
Shareholders, convey your vote for or against the proposals by mailing the enclosed Voting Rights Exercise
Form or via the website (https://evote.tr.mufg.jp/) so that it is received by 5:45 p.m. Japan time on Thursday,June 20, 2019.
1. Date and Time:

Friday, June 21, 2019 at 10:00 a.m. Japan time

2. Place:

Yokohama Symposia, 9F Industry & Trade Center Building,
2 Yamashita-cho, Naka-ku, Yokohama-shi, Kanagawa, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
110th Fiscal Year (April 1, 2018 - March 31, 2019) and results of audits of
the Consolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 110th Fiscal Year
(April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Election of Nine (9) Directors (Excluding Directors Who Are Audit &Proposal 1:
Supervisory Committee Members)
Election of Three (3) Directors Who Are Audit & Supervisory Committee
Proposal 2:
Members
Payment of Bonuses to Directors
Proposal 3:
4. Information on Exercise of Voting Rights:
In the event that your voting rights are exercised via both mail and the Internet,
etc., the vote exercised via the Internet, etc. will be regarded as valid.
Furthermore, in the event that your voting rights are exercised multiple times via
the Internet, etc., the last vote made will be regarded as valid.
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
◎ The following items are posted on the Company’s website (https://www.nissin-tw.com) in accordance with provisions oflaws and regulations as well as Article 16 of the Company’s Articles of Incorporation, and therefore are not provided in thisNotice.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
Accordingly, the appendixes provided with this Notice form part of the documents audited by the Audit & Supervisory
Committee and the Accounting Auditor when preparing their respective audit reports.
◎ Should revisions arise to the Reference Documents for the General Meeting of Shareholders, the Business Report,
Non-consolidated and Consolidated Financial Statements, they will be posted on the Company’s website(https://www.nissin-tw.com).

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Election of Nine (9) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The terms of office of all Directors (10 persons) (excluding Directors who are Audit & Supervisory
Committee Members; hereinafter, the same applies in this proposal) will expire at the closing of this
General Meeting of Shareholders.
Accordingly, the election of nine (9) Directors is proposed.
Furthermore, the Audit & Supervisory Committee has expressed its view that the candidates for Director
presented in this proposal are suitable upon considering this proposal from perspectives such as theprocedures for nomination, the qualifications of each candidate, the composition of the Board of Directors.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Number ofshares of theCompany held

117,411

1

2

Past experience, positions, responsibilities,
and significant concurrent positions
Dec. 1962
Jun. 1979
Jun. 1981
Jun. 1985
Jun. 1991
Jun. 1993
Jun. 2008

Joined the Company
Director
Managing Director
Representative Director and Senior Managing Director
Representative Director and Vice President
Representative Director and President
Chairman of the Board, Chief Executive Officer andRepresentative Director (to present)

Hiroshi Tsutsui(May 8, 1935)[Reason for nomination as candidate for Director]
Mr. Hiroshi Tsutsui has been engaged in overall management of the Group, leading the Group with strong leadershipas Chairman of the Board, Chief Executive Officer and Representative Director. He is also responsible for supervising
management as a whole. He is nominated as a candidate for Director to reflect his abundant experience and deep
insight gained through his long career as a manager in the Group’s management for the sustainable improvement of its
corporate value.
Apr. 1975
Joined Mitsui O.S.K. Lines, Ltd.
Jul. 1986
Joined the Company
Jun. 1993
Director
Apr. 2001
Managing Director
48,720Jun. 2005
Senior Managing Director
Jun. 2007
Representative Director and Vice President
Jun. 2008
President, Chief Operating Officer and Representative Director
Masahiro Tsutsui(to present)(Feb. 25, 1953)[Reason for nomination as candidate for Director]
Mr. Masahiro Tsutsui promotes the globalization of the Group as President, Chief Operating Officer andRepresentative Director. He is nominated as a candidate for Director to draw on his experience and achievements as
Chief Operating Officer gained through his career for the sustainable improvement of the Group’s corporate value.

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Candidate
No.

Name
(Date of birth)

Number ofshares of theCompany held

5,300
3

4

5

6

Past experience, positions, responsibilities,
and significant concurrent positions
Apr. 1981
Nov. 2009
Jun. 2010
Jun. 2012
Oct. 2012
Apr. 2014
Apr. 2016

Joined The Sanwa Bank, Ltd.
Joined the Company
Executive Officer
Director and Executive Officer
Director and Managing Executive Officer
General Manager, Sales Division (to present)
Director and Senior Managing Executive Officer (to present)

Junichiro
Watanabe(May 30, 1956)[Reason for nomination as candidate for Director]
Mr. Junichiro Watanabe has been engaged in management as a manager of sales, planning, and administrative
divisions, and is striving to enhance the Group’s profitability as General Manager of the Sales Division and Assistantto the President. He is nominated as a candidate for Director to maximize the effect of his expertise in the financial
industry and his achievements as General Manager of the Sales Division gained through his career.
Apr. 1974
Joined the Company
Apr. 2010
General Manager, Kobe Branch
Jun. 2012
Executive Officer
Jun. 2013
Director and Executive Officer
2,900
Apr. 2014
Director and Managing Executive Officer (to present)
Apr. 2017
Head of Marine Business Division and Warehousing andLongshore Operation Division (to present)
Kenjiro Masuda(Nov. 8, 1950)[Reason for nomination as candidate for Director]
Mr. Kenjiro Masuda is striving to enhance the profitability of the harbor and warehousing operations divisions andimprove operational efficiency, with abundant experience and insight centered on the marine transportation, harbortransportation, and warehouse divisions. He is nominated as a candidate for Director to draw on his wide-ranging
experience gained through his career from a practical perspective and further strengthen the business foundation.
Apr. 1990
Joined the Company
Apr. 2011
General Manager, Personnel Department
Apr. 2013
Executive Officer
Jun. 2014
Director and Executive Officer
9,488
Apr. 2015
Head of International Shipping Division, Customs Department,
and Moving Department (to present)
Apr. 2016
Director and Managing Executive Officer (to present)
Masataka Tsutsui(Oct. 10, 1967)[Reason for nomination as candidate for Director]
Mr. Masataka Tsutsui is striving to respond to globalization in customs operations and ensure personnel development,with abundant experience and insight centered on the customs and personnel divisions. He is nominated as a candidate
for Director to draw on his experience in the administration and sales divisions gained through his career and his
insight into customs operations for profit expansion in the international shipping division.
Apr. 1982
Joined the Company
Apr. 2010
General Manager, Audit Department
Apr. 2011
General Manager, Accounting Department
Apr. 2014
Executive Officer
Jun.
2015
Director and Executive Officer
3,420
Apr. 2017
Director and Managing Executive Officer (to present)
Apr.
2019
Head of Accounting Department and Business Administration
Tomonao
Office, in charge of General Affairs and Compliance Department,Ishiyama
Personnel Department and Safety and Environment Management(Feb. 28, 1959)
Department (to present)[Reason for nomination as candidate for Director]
Mr. Tomonao Ishiyama has been engaged in accounting and financing divisions over many years, possessing abundant
experience, and is striving to promote compliance. He is nominated as a candidate for Director to draw on his
experience and knowledge regarding finance and accounting for the further strengthening of internal control and risk
management.

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Candidate
No.

Name
(Date of birth)

Number ofshares of theCompany held

4,700
7

Past experience, positions, responsibilities,
and significant concurrent positions
Apr. 1978
Apr. 2006
Apr. 2009
Jun. 2012
Apr. 2015
Apr. 2015
Jun. 2017

Joined the Company
President, Nissin Transportation & Warehousing (H.K.)
General Manager, China Business Department, the Company
Executive Officer
Managing Executive Officer
General Manager, Kansai Division (to present)
Director and Managing Executive Officer (to present)

Seiji Torio(Jul. 4, 1954)[Reason for nomination as candidate for Director]
Mr. Seiji Torio has been engaged in international logistics operations in Japan and overseas, and possesses abundant
practical experience, including managing a subsidiary in China. Drawing on this experience, he is currently striving to
expand sales in the Kansai region as General Manager of the Kansai Division. He is nominated as a candidate for
Director to further strengthen sales in the region.
Apr. 1982
Joined the Company
Apr. 2008
COO, Nissin International Transport U.S.A., Inc.
Apr. 2011
General Manager, Sales Promotion Department, the Company
Jun. 2012
Executive Officer
Jun. 2014
Director and Executive Officer
9,420
Apr. 2019
Director and Managing Executive Officer (to present)
Apr. 2019
Head of AEO Control Office, Business Innovation Promotion
Toshiyoshi
Office, Information Systems Department and Subsidiaries andNakagome
Associates Management Office, and General Manager, Corporate(Nov. 5, 1956)
Planning Department (to present)[Reason for nomination as candidate for Director]
Mr. Toshiyoshi Nakagome has served overseas for many years and possesses wide-ranging experience in managing
overseas subsidiaries, and is striving to develop and enhance the Company’s global network. He is nominated as a
candidate for Director to draw on his experience centered on the overseas business gained through his career andglobalize management.
Apr. 1972
Joined Ministry of FinanceJun. 1992
Director, Asian Development Bank
Jun. 1998
Director-General, Yokohama Customs
Jun. 2007
Director, MS&AD Insurance Group Holdings
Apr. 2008
Director, Managing Executive Officer, Mitsui Sumitomo
Insurance Company, Limited
Apr. 2014
Director, Executive Vice President, MS&AD Insurance Group
Holdings
Apr. 2014
Vice President Executive Officer, Mitsui Sumitomo Insurance
Company Limited*Susumu
Apr. 2016
Director, Chairman, InterRisk Research Institute & Consulting,FujimotoInc.
(Dec. 5, 1948)
Oct. 2018
Advisor, the Company (to present)
Apr. 2019
Director and Chairman, Tokai Tokyo Research Institute Co., Ltd.
(to present)[Reason for nomination as candidate for Outside Director]
Mr. Susumu Fujimoto possesses abundant experience and deep insight gained through his long career as a government
official and as a corporate manager. He is nominated as a candidate for Outside Director to draw on his useful advice
provided from an independent standpoint based on these experience and insight in the management of the Company.

89Notes:
1.
2.
3.
4.
5.

6.

New candidate for Director is indicated by an asterisk (*).
There are no special interests between each candidate for Director and the Company.
Mr. Masahiro Tsutsui is scheduled to be appointed as Representative Director and President (Part-time) of Yokohama
Air Cargo Terminal Co., Ltd. on June 20, 2019.
Mr. Susumu Fujimoto is a candidate for Outside Director.
Mr. Susumu Fujimoto served as a Director of MS&AD Insurance Group Holdings until June 2016. Although theCompany has transactions concerning marine insurance, etc. with MS&AD Insurance Group Holdings and its
subsidiaries, the transaction amount is very small, not more than JPY 100 million.
Mr. Susumu Fujimoto has been serving as an Advisor to the Company since October 2018, but he has never been

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7.
8.

involved in business execution of the Company and its subsidiaries, and the purpose is to receive advice in the
management based on his experience and insight.
Mr. Susumu Fujimoto is scheduled to be an independent director pursuant to the provisions of the Tokyo Stock
Exchange, Inc. (TSE) if his election in this proposal is approved.
If Mr. Susumu Fujimoto’s election in this proposal is approved, the Company plans to conclude an agreement with
him to limit his liabilities in accordance with the Articles of Incorporation of the Company, and the maximum amountof liabilities set forth by the agreement shall be the amount stipulated by laws and regulations.

Proposal 2:

Election of Three (3) Directors Who Are Audit & Supervisory Committee Members

The terms of office of all Directors who are Audit & Supervisory Committee Members (3 persons) will
expire at the closing of this General Meeting of Shareholders. Accordingly, the election of three (3)Directors who are Audit & Supervisory Committee Members is proposed.
Furthermore, the Audit & Supervisory Committee’s consent has been obtained for this proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:
Candidate
No.

Name(Date of birth)

Number ofshares of theCompany held

Past experience, positions, responsibilities,
and significant concurrent positions
Apr. 1978
Dec. 2004
Jun. 2005
Mar. 2010

1

2

Joined The Bank of Yokohama, Ltd.
General Manager, Compliance Control Division
General Manager, Internal Audit Department
Director and Managing Executive Officer, Saikaya Department
Store Co., Ltd.
2,500
Jun. 2013
Full-time Corporate Auditor, the Company
May 2014
Corporate Auditor, Nissin Travel Service Co., Ltd. (to present)
May 2015
Corporate Auditor, Nicchu Peace Travel Service Co., Ltd. (toTsuyoshi Fujine
present)(Jun. 11, 1955)
Jun. 2015
Director and Audit & Supervisory Committee Member(Full-Time), the Company (to present)[Reason for nomination as candidate for Outside Director]
Mr. Tsuyoshi Fujine possesses broad experience mainly in the banking industry and deep insight on management andconsiderable knowledge in finance as a Small and Medium Enterprise Management Consultant. He is nominated as a
candidate for Outside Director who is an Audit & Supervisory Committee Member as he is providing useful advice
from an independent standpoint based on his experience and insight.
Apr. 1972
Joined Mitsui Bank, Ltd.
Jun. 2003
Full-time Corporate Auditor, Sumitomo Mitsui Financial Group,Inc.
Jun. 2008
Representative Director and President, Sakura Card Co., Ltd.
2,000
Jun. 2011
Audit & Supervisory Board Member, Sotetsu Holdings, Inc.
Apr. 2013
Professor, Teikyo University Faculty of Economics
Jun. 2015
Director and Audit & Supervisory Committee Member, theSadao Kobayashi
Company (to present)(Jun. 9, 1949)[Reason for nomination as candidate for Outside Director]
Mr. Sadao Kobayashi possesses abundant experience mainly in the financial industry and deep insight in management.
He is nominated as a candidate for Outside Director who is an Audit & Supervisory Committee Member as he isappropriately providing useful advice from an independent standpoint based on his experience and insight in the Boardof Directors Meetings.

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Candidate
No.

Name
(Date of birth)

Number ofshares of theCompany held

Past experience, positions, responsibilities,
and significant concurrent positions
Apr. 1974
Apr. 2003

Joined Yokohama City
General Manager, Port Management Department, Port and Harbor
BureauApr. 2004
General Manager in charge of Enhancement of International
Competitiveness, Port and Harbor Bureau
Apr. 2009
Director General for Wholesale Market, Economic Affairs
Bureau2,000
Jun. 2012
General Manager, Yokohama Branch, Kanarin Ltd.
Jun. 2016
Senior Executive Director and General Manager, Sales Promotion
Department
Fumihiko Masuda
Jun. 2017
Director and Audit & Supervisory Committee Member, the(Dec. 20, 1951)
Company (to present)
Jul. 2017
Director and Advisor, Kanagawa Rinkai Tsuun Co., Ltd. (topresent)[Reason for nomination as candidate for Outside Director]
Mr. Fumihiko Masuda possesses abundant experience gained through many years in port administration and deep
insight in management. He is nominated as a candidate for Outside Director who is an Audit & Supervisory
Committee Member as he is appropriately providing useful advice from an independent standpoint based on his
experiences in the Board of Directors Meetings.

3

Notes:
1.
2.

3.
4.
5.
6.

There are no special interests between each candidate for Directors who are Audit and Supervisory Committee
Member and the Company.
Messrs. Tsuyoshi Fujine, Sadao Kobayashi and Fumihiko Masuda are candidates for Outside Director. The Company
has registered Messrs. Tsuyoshi Fujine, Sadao Kobayashi and Fumihiko Masuda as independent directors to theTokyo Stock Exchange, Inc. (TSE), and if their reappointment is approved, they will continue to serve as independent
directors.
Mr. Tsuyoshi Fujine and Mr. Sadao Kobayashi, currently Directors who are Audit & Supervisory Committee
Members of the Company, will have served for 4 years at the conclusion of this General Meeting of Shareholders.
Mr. Fumihiko Masuda, currently a Director who is an Audit & Supervisory Committee Member of the Company, will
have served for 2 years at the conclusion of this General Meeting of Shareholders.
Mr. Tsuyoshi Fujine served as an Operator of The Bank of Yokohama, Ltd., a specified related service provider of theCompany, until June 2013.
Messrs. Tsuyoshi Fujine, Sadao Kobayashi and Fumihiko Masuda and the Company, in accordance with the Articles
of Incorporation of the Company, have concluded agreements to limit their liabilities, and the maximum amount ofliabilities set forth by the agreements are the amount stipulated by laws and regulations. The Company intends tocontinue the said agreements if their reappointment is approved at this General Meeting of Shareholders.

Proposal 3:

Payment of Bonuses to Directors

Taking into consideration business performance in the fiscal year under review, among other factors, theCompany proposes to pay Directors’ bonuses in the total amount of ¥55 million to ten (10) Directors(excluding Directors who are Audit & Supervisory Committee Members) serving at the end of the fiscal
year under review.
Furthermore, the Company proposes that the determination of the specific amount to be paid to each
Director, timing, method, etc. be left to the discretion of the Board of Directors.

End

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<Procedure for Exercising Voting Rights via the Internet, etc.>
If you are exercising your voting rights via the Internet, please pay attention to the following notes.
1. Voting Rights Exercise Website(1) The exercise of voting rights via the Internet is possible only by accessing the Voting Rights Exercise
Website (https://evote.tr.mufg.jp/) designated by the Company either from a computer, a smartphoneor a mobile phone. (However, this website is not available from 2 a.m. to 5 a.m. daily.)(2) The exercise of voting rights using computers or smartphones may be disabled depending on youroperating environment, including the use of a firewall for Internet connection, the use of antivirus
software, the use of a proxy server or if you have not designated the use of encrypted transmission(TLS transmission).
(3) For your exercise of voting rights using mobile phones, you cannot vote through a phone model that
does not allow TLS transmission or transmission of the phone ID information to preserve security.
(4) Although we will accept the exercise of voting rights via the Internet by 5:45 p.m. Japan time on
Thursday, June 20, 2019, we recommend early voting. If you have any questions, please contact theHelp Desk below.
2. Exercising your voting rights via the Internet(1) Voting via computer or mobile phone At the Voting Rights Exercise Website (https://evote.tr.mufg.jp/), use the log-in ID andtemporary password given on the Voting Rights Exercise Form and follow the on-screen
instructions to indicate your approval or disapproval of each proposal.
 To prevent illegal access by persons other than qualified shareholders (“spoofing”) and themanipulation of voting details, please be aware that shareholders using the site will be asked tochange their temporary password.
 New log-in IDs and temporary passwords will be provided each time a meeting of shareholders
is convened.
(2) Voting via smartphone By scanning the log-in QR Code given on the Voting Rights Exercise Form using yoursmartphone, you can automatically access the Voting Rights Exercise Website and exercise yourvoting rights (You do not need to enter the log-in ID and temporary password).
 For security reasons, you may exercise of your voting rights using the QR Code only once.
From the second time onwards, you will need to enter the log-in ID and temporary password
even if you scan the QR Code.
 Depending on the model of your smartphone, you may not be able to log in using the QR Code.
If you are not able to log in using the QR Code, please exercise your voting rights using themethod 2. (1) Voting via computer or mobile phone above.
*QR Code is a registered trademark of Denso Wave Incorporated
3. Treatment of voting rights exercised more than once
(1) In the event that voting rights are exercised redundantly via mail and the Internet, contents ofexercise via the Internet will be regarded as valid.
(2) In the event that voting rights are exercised more than once via the Internet, the last vote made will
be regarded as valid. Likewise, if you exercise the voting rights redundantly via computer,smartphone and mobile phone, contents of the last vote made will be regarded as valid.
4. Costs incurred in accessing the Voting Rights Exercise Website
The costs incurred when accessing the Voting Rights Exercise Website such as Internet access fees will be
the responsibility of the shareholder. Similarly, fees required to use mobile phones, such as packet
transmission fees, will also be the responsibility of the shareholder.
For inquiries about the system or other matters, contact:
Securities Agency Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (Toll Free within Japan) (available from 9 a.m. to 9 p.m.)<For Institutional Investors>
Institutional investors may use the “Electronic Voting Platform” operated by ICJ, Inc. as a mean to exercise
voting rights.

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