(TRANSLATION)
Security Code: 2282
June 3, 2024
To the Shareholders:

Notice of the 79th Ordinary General Meeting of Shareholders
Please take notice that the 79th Ordinary General Meeting of Shareholders of NH Foods
Ltd. (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, we have taken measures for electronic
provision. Matters subject to measures for electronic provision have been published on thefollowing websites.
Our company’s website: https://www.nipponham.co.jp/eng/ir/events/generalmeeting/
The matters subject to measures for electronic provision are also posted on the website of
the Tokyo Stock Exchange (TSE). Please access the TSE website (Listed Company Search) below,
perform a search by entering “NH Foods Ltd.” for “Issue name (company name)” or “2282” for“Code,” and then select “Basic information” followed by “Documents for public inspection/PR
information” to review the information.
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
You may exercise your voting rights via the Internet, etc. or in writing in lieu of attending
the meeting in person. Please review the “Reference Document for the General Meeting of
Shareholders” included in the matters subject to measures for electronic provision, and exercise
your voting rights by 5:00 p.m., June 24 (Monday), 2024.
Yours very truly,
Nobuhisa Ikawa
President andRepresentative Director

NH Foods Ltd.
4-9, Umeda 2-chome,
Kita-ku, Osaka

1

(TRANSLATION)
Description
1. Date and hour of the meeting:June 25 (Tuesday), 2024, at 10:00 a.m.
(Reception is scheduled to start at 9:00 a.m.)
2. Place of the meeting:
Sankei Hall Breeze, 7F Breeze Tower,
4-9, Umeda 2-chome, Kita-ku, Osaka(Please note that the venue is different from last year.)
3. Matters forming the objectives of the meeting:
Matters to be reported:
1.

Report on the business report, the consolidated financial statements, and thefinancial statements for the 79th fiscal year (from April 1, 2023 to March 31, 2024)

2.

Report on the results of audit of the consolidated financial statements for the 79th
fiscal year by the Accounting Auditors and the Audit & Supervisory Board

Matters for resolution:
Proposition No. 1:
Proposition No. 2:

Election of 9 Directors
Partial Amendments to Performance-Based Stock
Compensation, etc. for Directors, etc.
------Matters published on the websites pursuant to measures for electronic provision● Among the matters subject to the measures for electronic provision, the following items are
not included in a paper copy to be delivered to our shareholders who have requested thedelivery of the paper copy, pursuant to the provisions of laws and regulations and Article 15of the Articles of Incorporation of the Company.
Accordingly, the paper copy to be delivered to our shareholders who have requested thedelivery of said paper copy is therefore a part of the materials audited by the Audit &Supervisory Board Members and the Accounting Auditors in preparing their Audit Reportand Independent Auditor’s Report.
(1) “Establishment of the systems to secure the properness of business activities and thestatus of the implementation of such systems” and “Fundamental policy on corporate
control” of the Business Report(2) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated
Financial Statements” of the Consolidated Financial Statements(3) “Non-consolidated Statement of Changes in Net Assets” and “Notes to Nonconsolidated Financial Statements” of the Non-consolidated Financial Statements●●

Any revisions to the matters subject to the measures for electronic provision will be publishedon the above-listed websites.
Please kindly understand in advance that the results of resolutions will be posted on the
Company's website in lieu of delivering the notice of resolutions in writing.
2

(TRANSLATION)
To the Shareholders
Enclosed is a notice of the 79th Ordinary General Meeting of Shareholders of NH Foods Ltd.
This fiscal year has marked the start of our “Medium-Term Management Plan 2026” (April 1,
2024–March 31, 2027). To begin the challenge of achieving Vision 2030: “Unleash new
potentials for protein,” we have declared the theme for the “Medium-Term Management Plan
2026”: “Working together to create value through protein.” In addition to ensuring the stablesupply of proteins as a company responsible for food infrastructure to date, we are strongly
committed to creating new value for protein by joining forces with various partners.
We look forward to our shareholders’ ongoing support.
June 2024
Nobuhisa Ikawa
President and Representative Director

3

(TRANSLATION)(Reference) Main points of the propositions
Proposition No. 1: Election of 9 Directors
The term of office of all 8 Directors currently in office will expire at the closing of this General Meeting of Shareholders. In thisregard, it is proposed that 9 Directors including 4 Outside Directors be elected, adding one independent Outside Director tostrengthen the diversity and the management supervisory function of the Board of Directors.
Candidate
No.
1
2
3
4
5

6

7

8

9
(Note)

Name
Tetsuhiro Kito
(Reappointment)
Nobuhisa Ikawa(Reappointment)
Masahito Kataoka(Reappointment)
Fumio Maeda(Reappointment)
Kohei Akiyama(Reappointment)

Current title and responsibilities
Chairperson and Director, Chairperson of the Board of Directors
President and Representative Director (President and CEO)
Vice President and Director (Executive Vice President), in charge of Accounting &Finance Department and Sustainability Department
Director and Senior Managing Executive Officer, General Manager of Fresh MeatsBusiness Division
Director and Managing Executive Officer, in charge of Human Resources Department,
Legal Affairs Department, General Affairs Department, Public & Investor Relations
Department and Secretarial Office

Number of attendancesat the Board of
Directors meetings
18/18(100%)
18/18(100%)
18/18(100%)
18/18(100%)
13/13(100%)

Yasuko Kono
(Reappointment)
18/18
Outside Director
Outside Director(100%)
Independent Officer
Hideo Arase(Reappointment)
18/18
Outside Director
Outside Director(100%)
Independent Officer
Tokushi Yamasaki(Reappointment)
18/18
Outside Director
Outside Director(100%)
Independent Officer
Hiroko Miyazaki(New appointment)–
Outside Director
Independent Officer
Regarding the number of attendances at the Board of Directors meetings for Mr. Kohei Akiyama, only the meetings of the Board of Directors held
subsequent to his assumption of office on June 27, 2023 are counted.

Proposition No. 2: Partial Amendments to Performance-Based Stock Compensation, etc. for Directors, etc.
The Company requests your approval for partial amendments to the performance-based stock compensation plan (hereinafterreferred to as the “Plan”) with the objective of further clarifying the linkage between the compensation for Directors, etc. and theCompany’s business performance and shareholder value, and providing incentives to encourage the enhancement of corporate
value over the medium and long term in order to realize the Company’s corporate philosophy.
 Outline of the Plan
The Plan is a stock compensation plan in which the shares of NH Foods Ltd. will be acquired by a trust funded by NH Foods Ltd.
using part of the compensation for the Directors, etc., and the shares of NH Foods Ltd. and the amount of money equivalent to theproceeds from the disposal of the shares of NH Foods Ltd. (collectively the “Shares, etc. of NH Foods Ltd.”) are delivered andpaid (hereinafter collectively the “Delivery, etc.”) to the Directors, etc.
(i)

Persons eligible for the Delivery, etc. of the 
Shares, etc. of NH Foods

Directors (excluding Outside Directors and non-Japan residents) and Executive Officers(excluding non-Japan residents) of NH Foods Ltd.

(ii) Impact of the shares of NH Foods Ltd. under the Plan on the total number of the shares outstanding
Maximum amount of the funding by NH Foods  ¥220 million per fiscal yearLtd.
 ¥660 million for the target period after the amendment to the Plan comprising three fiscal years
Acquisition method of the shares of NH Foods
 No dilution is expected as the shares of NH Foods Ltd. shall be acquired in the stock market.
Ltd. and the maximum number of the Shares,
 Maximum number of points to be granted to the Directors, etc. per fiscal year shall be 88,000
etc. of NH Foods Ltd. for the Delivery, etc. topoints (equivalent to 88,000 shares).
the Directors, etc.
 The number of the shares of NH Foods Ltd. equivalent to the maximum number of points to be
granted to the Directors, etc. per fiscal year shall account for approximately 0.085% of the total
number of the shares outstanding (as of March 31, 2024, excluding treasury stock).
(iii) Conditions for achieving performance
goals



Variable based on the degree of target achievement of the performance indicators in the mediumterm management plan, and the Company’s TSR (Total Shareholder Return) evaluation (relative
to TOPIX) for each fiscal year(iv) Timing of the Delivery, etc. of the Shares,
etc. of NH Foods Ltd.



Around July immediately following the end of the final fiscal year under the medium-term
management plan or at the time of retirement of the Directors, etc.
The Directors, etc. shall continue to hold the shares of NH Foods Ltd. acquired under the Plan
until one year has passed since their retirement.



4

(TRANSLATION)
Reference Document for the General Meeting of Shareholders
Propositions and Reference Items
Proposition No. 1: Election of 9 Directors
The term of office of all 8 Directors currently in office will expire at the closing of this
General Meeting of Shareholders. In this regard, it is proposed that 9 Directors including 4 Outside
Directors be elected, adding one independent Outside Director to strengthen the diversity and thesupervisory management function of the Board of Directors.
The candidates for Directors are as follows. Among the candidates for Directors, thecandidates for Outside Directors satisfy the requirements for independent officer as stipulated by
the Tokyo Stock Exchange. NH Foods Ltd. has determined that the candidates for Outside
Directors are deemed to be independent of NH Foods Ltd., having checked them against the“Criteria on Independence of Outside Officers” described on page 23.
The candidates for Directors are selected based on the recommendation from the Executive
Appointments Committee, an optional committee whose majority members consist of independent
officers that is chaired by a Director who is an independent officer.

5

(TRANSLATION)
Candidate
No.

Name(Date of birth)<Number of sharesof NH Foods Ltd.
held by Candidate>

Brief history

April 1982
March 2002

1

September
2002
March 2007
Tetsuhiro Kito
April 2009
(February 9, 1960)<12,100 shares>(Reappointment)

April 2011
April 2013

(9 years)(18/18 100%)

April 2015
June 2015
April 2017
April 2018
April 2019
April 2020
April 2021

April 2023

Joined Nippon Meat Packers, Inc.
Assistant General Manager of Imported Broiler
Department, Fresh Meats Business Division of Nippon
Meat Packers, Inc.
General Manager of Imported Broiler Department,
Fresh Meats Business Division of Nippon Meat
Packers, Inc.
General Manager of Imported Fresh Meats Sales
Division, Fresh Meats Business Division of Nippon
Meat Packers, Inc.
General Manager of Food Services Division, Sales &Marketing Division, Processed Foods Business
Division of Nippon Meat Packers, Inc.
Executive Officer, General Manager of Food Services
Division, Sales & Marketing Division, Processed Foods
Business Division of Nippon Meat Packers, Inc.
Executive Officer, General Manager of General
Merchandising Division, Sales & Marketing Division,
Processed Foods Business Division of Nippon Meat
Packers, Inc.
Executive Officer, General Manager of Sales &Marketing Division, Processed Foods Business
Division of NH Foods Ltd.
Director and Executive Officer, General Manager ofSales & Marketing Division, Processed Foods Business
Division of NH Foods Ltd.
Director and Managing Executive Officer, General
Manager of Sales & Marketing Division, Processed
Foods Business Division of NH Foods Ltd.
Director and Managing Executive Officer, in charge ofgroup sales management and Group Sales Planning
Department of NH Foods Ltd.
Director and Managing Executive Officer, General
Manager of Overseas Business Division of NH Foods
Ltd.
Representative Director and Senior Managing
Executive Officer, General Manager of Fresh MeatsBusiness Division of NH Foods Ltd.
Vice President and Representative Director (Executive
Vice President), General Manager of Fresh MeatsBusiness Division and in charge of cross-businessstrategy of NH Foods Ltd.
Chairperson and Director, Chairperson of the Board of
Directors of NH Foods Ltd., to date

6

(TRANSLATION)
Reason for nomination as a candidate for Director
Mr. Tetsuhiro Kito, since taking office as a Director of NH Foods Ltd., has held various roles within
the Company. These include being in charge of the field of Processed Foods Business, group sales
management and Group Sales Planning Department, General Manager of Overseas Business Division,
Vice President and Representative Director, General Manager of Fresh Meats Business Division, andin charge of cross-business strategy of NH Foods Ltd. Since April 2023, he has been serving as the
Chairperson of the Board of Directors in the role of Chairperson and Director. In addition to
encouraging active involvement of Outside Directors and their opinions and suggestions, he has
contributed to further development of the Group by overseeing various measures based on the“Medium-Term Management Plan 2026,” to realize the NH Foods Group “Vision 2030,” a milestone
for achieving the corporate philosophy, and has fulfilled his role as a Director.
We have deemed that he is the appropriate personnel to lead the sustainable improvement of NH
Foods Ltd.’s corporate value through conducting structural reform and implementing growth strategies
to transform the Company under the theme of “working together to create value through protein” forthe “Medium-Term Management Plan 2026” by using his rich work experience and knowledge formanagement as a Director. Accordingly, we have continued to nominate him as a candidate for
Director.

7

(TRANSLATION)
Candidate
No.

Name(Date of birth)<Number of sharesof NH Foods Ltd.
held by Candidate>

Brief history

April 1985
March 2007

2

Nobuhisa Ikawa(April 5, 1961)<5,600 shares>(Reappointment)(6 years)(18/18 100%)

Joined Nippon Meat Packers, Inc.
General Manager of Food Services Policy Office,
Food Services Division, Sales & Marketing Division,
Processed Foods Business Division of Nippon Meat
Packers, Inc.
April 2008
General Manager of Food Services Planning Office,
Food Services Division, Sales & Marketing Division,
Processed Foods Business Division of Nippon Meat
Packers, Inc.
March 2013 General Manager of Kansai Food Services Division,
Food Services Division, Sales & Marketing Division,
Processed Foods Business Division of Nippon Meat
Packers, Inc.
January 2015 General Manager of Kansai Food Services Department
and Kanto Food Services Department, Food Services
Division, Sales & Marketing Division, Processed
Foods Business Division of NH Foods Ltd.
April 2015
Executive Officer, General Manager of Food Services
Division, Sales & Marketing Division, Processed
Foods Business Division of NH Foods Ltd.
April 2016
Executive Officer, General Manager of Food Services
Division and General Manager of Delicatessen
Department, Sales & Marketing Division, Processed
Foods Business Division of NH Foods Ltd.
April 2017
Executive Officer, General Manager of Food Services
Division, Sales & Marketing Division, Processed
Foods Business Division of NH Foods Ltd.
April 2018
Managing Executive Officer, General Manager ofProcessed Foods Business Division of NH Foods Ltd.
June 2018
Director and Managing Executive Officer, General
Manager of Processed Foods Business Division of NH
Foods Ltd.
April 2020
Representative Director and Senior Managing
Executive Officer, General Manager of Processed
Foods Business Division of NH Foods Ltd.
April 2021
Vice President and Representative Director (Executive
Vice President), General Manager of Processed Foods
Business Division and in charge of new businessdevelopment of NH Foods Ltd.
April 2022
Vice President and Representative Director (Executive
Vice President), General Manager of Corporate
Planning Division and in charge of Research &Development Center, new business development andHokkaido project of NH Foods Ltd.
April 2023
President and Representative Director (President andCEO) of NH Foods Ltd., to date

8

(TRANSLATION)
Reason for nomination as a candidate for Director
Mr. Nobuhisa Ikawa, since taking office as a Director of NH Foods Ltd., has held various roles
within the Company. These include serving as General Manager of Processed Foods Business
Division, Vice President and Representative Director, General Manager of Corporate Planning
Division, and being in charge of Research & Development Center, new business development andHokkaido project of NH Foods Ltd. Since April 2023, he has led business operations as President andRepresentative Director. He has contributed to further development of the Group by implementing
various measures based on the “Medium-Term Management Plan 2026,” to realize the NH Foods
Group “Vision 2030,” a milestone for achieving the corporate philosophy, and has fulfilled his role asa Director.
We have deemed that he is the appropriate personnel to lead the sustainable improvement of NH
Foods Ltd.’s corporate value through conducting structural reform and implementing growth strategies
to transform the Company under the theme of “working together to create value through protein” forthe “Medium-Term Management Plan 2026” by using his rich work experience and knowledge formanagement as a Director. Accordingly, we have continued to nominate him as a candidate for
Director.

9

(TRANSLATION)
Candidate
No.

Name(Date of birth)<Number of sharesof NH Foods Ltd.
held by Candidate>

Brief history

April 1985
March 2008

3

March 2009
April 2012
April 2013
Masahito Kataoka April 2015
(December 10,
1961)
April 2016
<3,700 shares>(Reappointment)(3 years)

April 2018

(18/18 100%)
April 2019

April 2021

June 2021

April 2023

April 2024

Joined Nippon Meat Packers, Inc.
Assistant General Manager of Accounting Department,
Corporate Planning Division of Nippon Meat Packers,
Inc.
Deputy General Manager of Accounting & Finance
Department of Nippon Meat Packers, Inc.
General Manager of Accounting & Finance Departmentof Nippon Meat Packers, Inc.
Executive Officer, General Manager of Accounting &Finance Department of Nippon Meat Packers, Inc.
Executive Officer, General Manager of Accounting &Finance Department, Corporate Management Divisionof NH Foods Ltd.
Executive Officer, General Manager of Public andInvestor Relations Department and in charge ofCorporate Communications Office and CSR
Department, Corporate Management Division of NH
Foods Ltd.
Executive Officer, General Manager of Corporate
Communications Department and General Manager ofBrand Communication Office, Communication
Strategy Division of NH Foods Ltd.
Executive Officer, in charge of Accounting & Finance
Department and Public and Investor Relations
Department, Corporate Management Division of NH
Foods Ltd.
Executive Officer, in charge of Accounting & Finance
Department, Quality Assurance Department, Customer
Service Department and Lifestyle Research Office, andGeneral Manager of Tokyo Branch Office of NH Foods
Ltd.
Director (Executive Officer), in charge of Accounting& Finance Department, Quality Assurance Department,
Customer Service Department and Lifestyle Research
Office, and General Manager of Tokyo Branch Officeof NH Foods Ltd.
Director and Managing Executive Officer, in charge of
Accounting & Finance Department and Sustainability
Department; General Manager of Tokyo Branch Officeof NH Foods Ltd.
Vice President and Director (Executive Vice President),
in charge of Accounting & Finance Department andSustainability Department of NH Foods Ltd., to date

10

(TRANSLATION)
Reason for nomination as a candidate for Director
Mr. Masahito Kataoka, since taking office as a Director of NH Foods Ltd., has held various roles
within the Company. These include being in charge of Accounting & Finance Department, Quality
Assurance Department, Customer Service Department and Lifestyle Research Office of NH Foods
Ltd. Since April 2024, he has led business operations as the Director and Executive Vice President incharge of Accounting & Finance Department and Sustainability Department. He has contributed tofurther development of the Group by implementing various measures based on the “Medium-Term
Management Plan 2026,” to realize the NH Foods Group “Vision 2030,” a milestone for achieving thecorporate philosophy, and has fulfilled his role as a Director.
We have deemed that he is the appropriate personnel to lead the sustainable improvement of NH
Foods Ltd.’s corporate value through conducting structural reform and implementing growth strategies
to transform the Company under the theme of “working together to create value through protein” forthe “Medium-Term Management Plan 2026” by using his rich work experience and knowledge formanagement as a Director. Accordingly, we have continued to nominate him as a candidate for Director.

11

(TRANSLATION)
Candidate
No.

Name(Date of birth)<Number of sharesof NH Foods Ltd.
held by Candidate>

4

Fumio Maeda(November 30,
1965)<6,700 shares>(Reappointment)(4 years)(18/18 100%)

Brief history

April 1988
Joined Nippon Meat Packers, Inc.
October 2002 Seconded to Suehiro Restaurant System Co., Ltd.
President and Representative Director of Suehiro
Restaurant System Co., Ltd.
March 2010 General Manager of Domestic Pork Department,
Domestic Fresh Meats Sales Division, Fresh MeatsBusiness Division of Nippon Meat Packers, Inc.
March 2012 General Manager of Domestic Pork Department andGeneral Manager of Domestic Products Department,
Domestic Fresh Meats Sales Division, Fresh MeatsBusiness Division of Nippon Meat Packers, Inc.
June 2012
General Manager of Domestic Pork Department, General
Manager of Domestic Products Department and General
Manager of Oil Feedstuff and Byproducts Department,
Domestic Fresh Meats Sales Division, Fresh MeatsBusiness Division of Nippon Meat Packers, Inc.
April 2013
Executive Officer, General Manager of Domestic Fresh
Meats Sales Division, Fresh Meats Business Division of
Nippon Meat Packers, Inc.
April 2016
Executive Officer, General Manager of Sales & Logistics
Operations Division, Fresh Meats Business Division of
NH Foods Ltd.
April 2017
Executive Officer, General Manager of Hams &Sausages Division, Processed Foods Business Divisionof NH Foods Ltd.
April 2018
Executive Officer, General Manager of Hams &Sausages Division and General Manager of Deli &Processed Foods Division, Processed Foods Business
Division of NH Foods Ltd.
April 2019
Executive Officer, General Manager of ProductManagement Division, Processed Foods Business
Division of NH Foods Ltd.
April 2020
Managing Executive Officer, General Manager ofCorporate Planning Division and in charge of Research& Development Center of NH Foods Ltd.
June 2020
Director and Managing Executive Officer, General
Manager of Corporate Planning Division and in chargeof Research & Development Center of NH Foods Ltd.
April 2021
Director and Managing Executive Officer, General
Manager of Corporate Planning Division and in chargeof Research & Development Center and Hokkaido
project of NH Foods Ltd.
April 2022
Director and Managing Executive Officer, General
Manager of Processed Foods Business Division of NH
Foods Ltd.
April 2023
Director and Managing Executive Officer, General
Manager of Fresh Meats Business Division of NH Foods
Ltd.
April 2024
Director and Senior Managing Executive Officer,
General Manager of Fresh Meats Business Division of
NH Foods Ltd., to date

12

(TRANSLATION)
Reason for nomination as a candidate for Director
Mr. Fumio Maeda, since taking office as a Director of NH Foods Ltd., has held various roles within
the Company. These include serving as General Manager of Corporate Planning Division, being incharge of Research & Development Center and Hokkaido project, and serving as General Manager ofProcessed Foods Business Division of NH Foods Ltd. Since April 2023, he has led business operations
as General Manager of Fresh Meats Business Division. He has contributed to further development of
the Group by implementing various measures based on the “Medium-Term Management Plan 2026,”
to realize the NH Foods Group “Vision 2030,” a milestone for achieving the corporate philosophy,
and has fulfilled his role as a Director.
We have deemed that he is the appropriate personnel to lead the sustainable improvement of NH
Foods Ltd.’s corporate value through conducting structural reform and implementing growth strategies
to transform the Company under the theme of “working together to create value through protein” forthe “Medium-Term Management Plan 2026” by using his rich work experience and knowledge formanagement as a Director. Accordingly, we have continued to nominate him as a candidate for
Director.

13

(TRANSLATION)
Candidate
No.

Name(Date of birth)<Number of sharesof NH Foods Ltd.
held by Candidate>

Brief history

Joined Nippon Meat Packers, Inc.
Assistant General Manager of Public and Investor
Relations Department, Corporate Management
Division of Nippon Meat Packers, Inc.
April 2015
General Manager of Human Resources Department,
Corporate Management Division of NH Foods Ltd.
April 2018
Executive Officer, General Manager of Human
Resources Department, Corporate Management
Division of NH Foods Ltd.
April 2020
Executive Officer, in charge of Human Resources
Kohei Akiyama
Department, Legal Affairs Department, General Affairs(June 21, 1964)
Department and Secretarial Office of NH Foods Ltd.
April 2021
Executive Officer, in charge of Human Resources<6,800 shares>
Department, Legal Affairs Department, General Affairs
Department, Public and Investor Relations Department,
Secretarial Office and Corporate Communications of(Reappointment)
NH Foods Ltd.
April 2022
Managing Executive Officer, in charge of Human(1 year)Resources Department, Legal Affairs Department,
Public and Investor Relations Department, Secretarial(13/13 100%)
Office, Audit Department and Compliance Department,
General Manager of Group Audit & Supervisory Board
Members’ Office, and in charge of Corporate
Communications of NH Foods Ltd.
April 2023
Managing Executive Officer, in charge of Human
Resources Department, Legal Affairs Department,
General Affairs Department, Public and Investor
Relations Department and Secretarial Office of NH
Foods Ltd.
June 2023
Director and Managing Executive Officer, in charge of
Human Resources Department, Legal Affairs
Department, General Affairs Department, Public andInvestor Relations Department and Secretarial Office of
NH Foods Ltd., to dateReason for nomination as a candidate for Director
Mr. Kohei Akiyama, since taking office as a Director of NH Foods Ltd., has led business operations
as the person in charge of Human Resources Department, Legal Affairs Department, General Affairs
Department, Public and Investor Relations Department, and Secretarial Office of NH Foods Ltd. He has
contributed to further development of the Group by implementing various measures based on the“Medium-Term Management Plan 2026,” to realize the NH Foods Group “Vision 2030,” a milestone forachieving the corporate philosophy.
We have deemed that he is the appropriate personnel to lead the sustainable improvement of NH Foods
Ltd.’s corporate value through conducting structural reform and implementing growth strategies totransform the Company under the theme of “working together to create value through protein” for the“Medium-Term Management Plan 2026” by using his rich work experience and knowledge formanagement as a Director. Accordingly, we have continued to nominate him as a candidate for Director.
5

April 1987
March 2010

14

(TRANSLATION)

Candidate
No.

6

Name
(Date of birth)<Number of sharesof NH Foods Ltd.
held by Candidate>

Brief history

April 2002
June 2005

Director of IBARAKI CO-OP
Director of CONSUMERS’ CO-OPERATIVE COOPDELI BUSINESS UNION
June 2008
Director of Ibaraki Consumer’s Co-operative Union
August 2012 Director General of National Liaison Committee ofConsumers’ Organization
January 2013 Member of Pharmaceutical Affairs and Food
Sanitation Council, Ministry of Health, Labour andWelfareApril 2013
Director General and Joint Representative of National
Yasuko Kono
Liaison Committee of Consumers’ Organization(February 4, 1957)(General Incorporated Association)
Member of Shokuiku (Food and Nutrition Education)<– shares>
Promotion Council, Cabinet Office
October 2013 Expert Member of Food Safety Commission, Cabinet(Candidate for
OfficeOutside Director)
Temporary Member of Consumer Commission,(Independent
Cabinet Office
Officer)
DecemberMember of Transport Council, Ministry of Land,(Reappointment) 2013
Infrastructure, Transport and Tourism
April 2014
Special Advisor to Consumer Affairs Agency(6 years)
July 2015
Member of Council of Food, Agriculture and Rural
Area, Ministry of Agriculture, Forestry and Fisheries
June 2017
Director of Japan Consumers’ Association (General(18/18 100%)
Incorporated Foundation), to dateDirector General of Consumers’ Smile Fund (NPO)
June 2018
Outside Director of NH Foods Ltd., to date
DecemberMember of Financial System Council, Financial
2018
Services Agency, to date
January 2019 Member of Forestry Policy Council, Forestry Agency,
to dateJune 2019
Director of the Japan Federation of Shiho-Shoshi
Lawyer’s Associations
April 2021
Member of the Cultural Council, Agency for Cultural
Affairs, Government of Japan, to date
October 2022 Chairperson of Consumers’ Smile Fund (NPO), todate(Important concurrent offices)
Chairperson of Consumers’ Smile Fund (NPO)
Director of Japan Consumers’ Association (General Incorporated
Foundation)
Member of Financial System Council, Financial Services Agency
Member of Forestry Policy Council, Forestry Agency
Member of the Cultural Council, Agency for Cultural Affairs,
Government of Japan

15

(TRANSLATION)
Reason for nomination as a candidate for Outside Director and expected roles, etc.
Ms. Yasuko Kono, since taking office as a Director of NH Foods Ltd., has actively shared her
opinions as the chairperson of the Executive Appointments Committee, as well as a member of theCompensation Committee, the Compliance Committee and the Sustainability Committee, and has
fulfilled her role as an Outside Director of NH Foods Ltd.
Since she has rich experience and knowledge concerning consumer issues, we expect her to provide
us with valuable suggestions regarding promotion and implementation of structural reform and growthstrategies to transform the Company under the theme of “working together to create value throughprotein” for the “Medium-Term Management Plan 2026.” For these reasons, we have deemed her tobe the appropriate personnel to oversee the execution of business as an independent Outside Director,
and so have continued to nominate her as a candidate for Outside Director.
Matters related to independence
Ms. Yasuko Kono satisfies the “Criteria on Independence of Outside Officers” described on page
23 and the requirements for independent officer as stipulated by the Tokyo Stock Exchange, and wehave registered her as an independent officer with the Exchange.

16

(TRANSLATION)
Candidate
No.

Name(Date of birth)<Number of sharesof NH Foods Ltd.
held by Candidate>

Brief history

April 1977
July 2006

7

Hideo Arase(March 19, 1955)<– shares>(Candidate for
Outside Director)(Independent
Officer)(Reappointment)(5 years)(18/18 100%)

Joined Terumo Corporation
Managing Director and BOD Chairman of Terumo
Europe N.V.
June 2008
Executive Officer of Terumo Corporation
June 2009
Director and Executive Officer, responsible for
Cardiac and Vascular Company and in charge of Legal
Office of Terumo Corporation
June 2010
Director and Senior Executive Officer of Terumo
Corporation
October 2011 Director and Senior Executive Officer, in charge ofBusiness Promotion in Brazil of Terumo Corporation
June 2012
Director and Senior Executive Officer, responsible for
the Americas of Terumo Corporation and President
and CEO of Terumo Americas Holding, Inc.
April 2014
Director and Senior Executive Officer, Regional
Representative of Latin America of Terumo
Corporation
April 2015
Director and Senior Executive Officer, Regional
Representative of India and Asia Pacific of Terumo
Corporation and Managing Director of Terumo Asia
Holdings Pte., Ltd.
April 2018
Director and Corporate Advisor of Terumo
Corporation
July 2018
Corporate Advisor of Terumo Corporation
February
Executive Officer of Atom Medical Corporation
2019
June 2019
Outside Director of NH Foods Ltd., to date
October 2021 Advisor of Atom Medical Corporation
April 2022
Partner of HumaNexus Lab, Inc., to date
January 2023 Specially Appointed Professor of Research Center for
Industry Alliances, Tokyo Medical and Dental
University (current Open Innovation Center, Tokyo
Medical and Dental University), to date
April 2024
Partner, JETRO Consortium for New Export Nation
for Fiscal 2024, to date
(Important concurrent offices)
Partner of HumaNexus Lab, Inc.
Specially Appointed Professor, Open Innovation Center, Tokyo
Medical and Dental University
Partner, JETRO Consortium for New Export Nation for Fiscal 2024

17

(TRANSLATION)
Reason for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Hideo Arase, since taking office as a Director of NH Foods Ltd., has actively shared his
opinions as the chairperson of the Compensation Committee, and as a member of the Executive
Appointments Committee, the Compliance Committee and the Sustainability Committee, and has
fulfilled his role as an Outside Director of NH Foods Ltd.
He has served as a Director in charge of overseas business at a major manufacturer of medical
equipment, and possesses abundant experience and deep insight in global-scale corporate managementthat may cope with changes. Therefore, we expect him to provide us with valuable suggestions
regarding promotion and implementation of structural reform and growth strategies to transform theCompany under the theme of “working together to create value through protein” for the “MediumTerm Management Plan 2026.” For these reasons, we have deemed him to be the appropriate personnel
to oversee the execution of business as an independent Outside Director, and so have continued tonominate him as a candidate for Outside Director.
Matters related to independence
Mr. Hideo Arase satisfies the “Criteria on Independence of Outside Officers” described on page 23
and the requirements for independent officer as stipulated by the Tokyo Stock Exchange, and we haveregistered him as an independent officer with the Exchange.

18

(TRANSLATION)
Candidate
No.

8

Name
(Date of birth)<Number of sharesof NH Foods Ltd.
held by Candidate>

Brief history

April 1985

Joined Meiji Seika Kaisha, Ltd. (current Meiji
Holdings Co., Ltd.)
July 1989
Joined Daiwa Securities Research Institute (current
Daiwa Institute of Research Ltd.)
Analyst of Corporate Research Department
April 2001
Analyst of Food Sector, Corporate Research
Department of Daiwa Securities Research Institute
January 2008 Analyst of Food Sector, Corporate Research
Department of Daiwa Securities SMBC Co. Ltd.
(current Daiwa Securities Co. Ltd.)
Tokushi Yamasaki February
Strategist of Invest Strategy Department of Daiwa(February 16,
2015
Securities Co. Ltd.
1961)
October 2015 Product Manager of Equity Research Department of
Daiwa Securities Co. Ltd.
March 2019 Retired from Daiwa Securities Co. Ltd.
<– shares>June 2019
Outside Audit & Supervisory Board Member of NH
Foods Ltd.
(Candidate for
Outside Director of NH Foods Ltd., to dateOutside Director) June 2022
(Independent
Officer)(Reappointment)(2 years)(18/18 100%)
Reason for nomination as a candidate for Outside Director and expected roles, etc.
Mr. Tokushi Yamasaki, since taking office as a Director of NH Foods Ltd., has actively shared his
opinions as a member of the Executive Appointments Committee, the Compensation Committee andthe Sustainability Committee, and has fulfilled his role as an Outside Director of NH Foods Ltd.
He has professional knowledge and abundant experience as a securities analyst. Therefore, we
expect him to provide us with valuable suggestions regarding promotion and implementation of
structural reform and growth strategies to transform the Company under the theme of “working
together to create value through protein” for the “Medium-Term Management Plan 2026.” For thesereasons, we have deemed him to be the appropriate personnel to oversee the execution of business as
an independent Outside Director, and so have continued to nominate him as a candidate for Outside
Director.
Matters related to independence
Mr. Tokushi Yamasaki satisfies the “Criteria on Independence of Outside Officers” described on
page 23 and the requirements for independent officer as stipulated by the Tokyo Stock Exchange, andwe have registered him as an independent officer with the Exchange.

19

(TRANSLATION)
Candidate
No.

9

Name
(Date of birth)<Number of sharesof NH Foods Ltd.
held by Candidate>

Brief history

April 1996
April 1996

Completed an apprenticeship at the Legal Training andResearch Institute of the Supreme Court of Japan
Registered as an attorney at law
Joined Showa Law Office (current Jones Day)
Joined Asahi Koma Law Office (current Nishimura &Asahi (Gaikokuho Kyodo Jigyo))Joined Davis Wright Tremaine LLP, Seattle, USA

December
2001
September
2004
January 2005 Registered as an attorney at law in New York State
April 2006
Returned to Asahi Koma Law Office (current
Hiroko Miyazaki
Nishimura & Asahi (Gaikokuho Kyodo Jigyo))(December 17,
May 2007
Head of Legal Department, Japan Lead Legal Counsel
1969)
of Dell Inc.
April 2013
Director of Legal and Compliance of Alcon Japan Ltd.
<600 shares>
April 2014
Part-time Lecturer of the Department of Law, theFaculty of Law, Keio University(Candidate forJuly 2017
Executive Officer, General Counsel of 3M Japan
Outside Director)
LimitedJune 2021
President and Representative Director of 3M Japan(Independent
Limited
Officer)(New appointment) January 2024 Counsel of GI&T Law Office, LC, to date
(Important concurrent offices)Counsel of GI&T Law Office, LC
Outside Audit & Supervisory Board Member, Marubeni Corporation(scheduled to assume office on June 21, 2024)
Reason for nomination as a candidate for Outside Director and expected roles, etc.
Ms. Hiroko Miyazaki has broad business experience as an attorney at law firms in Japan and abroad
and also has experience in corporate management through serving as legal director and president andrepresentative director at global companies.
We expect her to provide us with valuable suggestions regarding promotion and implementation of
structural reform and growth strategies to transform the Company under the theme of “working
together to create value through protein” for the “Medium-Term Management Plan 2026” by using her
rich experience and deep insight. For these reasons, we have deemed her to be the appropriate
personnel to oversee the execution of business as an independent Outside Director, and so havenominated her as a candidate for Outside Director.
Matters related to independence
Ms. Hiroko Miyazaki satisfies the “Criteria on Independence of Outside Officers” described on
page 23 and the requirements for independent officer as stipulated by the Tokyo Stock Exchange, andwe have registered her as an independent officer with the Exchange.

20

(TRANSLATION)(Notes) 1. No candidates for Directors have a special relation of interest with NH Foods Ltd.
2. Liability limitation agreement with Outside Directors:
NH Foods Ltd., to allow it to hire useful human resources as candidates for Outside Directors,
provides in its Articles of Incorporation currently in effect that it may enter into an agreementwith any Outside Directors to limit the liability to NH Foods Ltd. for any damages to a certain
extent.
Accordingly, NH Foods Ltd. has entered into such a liability limitation agreement withcandidates for Outside Director Ms. Yasuko Kono, Mr. Hideo Arase and Mr. Tokushi
Yamasaki. In addition, NH Foods Ltd. plans to enter into such a liability limitation agreementwith Ms. Hiroko Miyazaki, subject to the approval of her election under this proposition.
The outline of the content of such agreement is as follows:
・If any Outside Director is liable to NH Foods Ltd. for any damages arising from adefault in his/her duties, he/she shall be liable within the minimum liability amountas provided for in Article 425, paragraph 1 of the Companies Act of Japan.
・The above-mentioned liability limitation shall apply only if and when the Outside
Director is in good faith and with no gross negligence in the performance of his/herduties that caused such liability.
3. Outline of details of a directors and officers liability insurance contract for the candidates for
Directors as the insured:
NH Foods, Ltd. has entered into a directors and officers liability insurance contract stipulated
in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. In the eventof a claim for damages submitted by a shareholder or a third party, etc., said insurance contract
shall compensate for damages including compensation for damages and legal expenses to beborne by the insured. All candidates for Directors will be included as the insured under said
insurance contract. NH Foods, Ltd. plans to renew the insurance contract with the same terms
at the time of the next renewal.

21

(TRANSLATION)(Reference) Views on Composition and Necessary Skills of Board of Directors
 The Company sets delivering the “Joy of Eating” as our corporate philosophy and our goal isto establish a business model that aims to maximize the corporate value by integrating
enhancement of the business value with resolutions of social issues such as the “global
environment,” “food,” and “health”, which are essential for a sustainable stable supply cycle ofproteins. The Board of Directors of the Company is responsible for appropriately overseeing
the formulation and execution of the Company’s long-term vision (“Vision 2030”) and businessplans which aim to realize the above goal, from the viewpoint of stakeholders including
consumers.
 For this reason, based on the long-term vision, the medium-term management plan and the NH
Foods Group Fundamental Policy on Corporate Governance, etc., we plotted and visualized asa skill matrix, in addition to core and fundamental skills related to overall management, theskills and experience required for members of the Board of Directors as well as the Company’s
unique skills for realizing its long-term vision, such as a “consumer viewpoint.” In addition,
through deliberation by the Executive Appointments Committee, the Company selects humanresources that satisfy the requirements of each skill item in a well-balanced manner andcomposes the Board of Directors accordingly with consideration of diversity as well.
Skill Matrix of Candidates for Directors
Experience / Expertise
No.

Inside /OutsideDirector

1

Inside2

Name

Corporate
management

International
experience

Tetsuhiro Kito●●

InsideNobuhisa Ikawa●

3

InsideMasahito Kataoka

4

InsideFumio Maeda●

5

InsideKohei Akiyama●

6

OutsideYasuko Kono

7

OutsideHideo Arase

7

OutsideTokushi Yamasaki

8

OutsideHiroko Miyazaki

Globalenvironment /Sustainability

Consumerperspective /Marketing /
R&D

●

●

●

●
●

●

●

●
●

●

●

●

●

●

Finance /Accounting

Legal affairs /Quality
management /Riskmanagement

●

●
●

22

(TRANSLATION)(Reference) Criteria on Independence of Outside Officers(Based on the resolution at the meeting of the Board of Directors held on December 14, 2018)“Criteria on Independence of Outside Officers”
NH Foods Ltd. determines that an Outside Officer or a candidate for Outside Officer of NH Foods
Ltd. is independent of NH Foods Ltd. in cases where said Outside Officer or said candidate isdeemed not to fall under any of the following:
1. A person who is or was a director (excluding outside director), executive, executive officer, or
employee (the “executor of business”) of NH Foods Ltd., its subsidiary or its equity method
affiliate (the “Group”);
2. A major shareholder of NH Foods Ltd. (Note 1) or the executor of business thereof, or the
executor of business of an entity of which the Group is a major shareholder in the past fivefiscal years including the current fiscal year;
3. A principal business partner (Note 2) of the Group or the executor of business thereof, in thepast five fiscal years including the current fiscal year;
4. A recipient of a donation of ¥10 million or more in a fiscal year from the Group in the past fivefiscal years including the current fiscal year (in cases where said recipient is a corporation,
association, or any other organization, this shall mean a person who belongs to suchorganization);
5. An attorney at law, certified public accountant, consultant of various types, or any otherprofessional service provider who received a fee of ¥10 million or more in a fiscal year fromthe Group, apart from the executive compensation, in the past five fiscal years including thecurrent fiscal year (in cases where said service provider is a corporation, association, or any
other organization, this shall mean a person who belongs to such organization);
6. (i) In the case of determining the independence of an Outside Director, a spouse or relative
within the third degree of kinship of any person of material importance (Note 3) among
those that fall under any of the above 1. through 5.;(ii) In the case of determining the independence of an Outside Audit & Supervisory Board
Member, a spouse or relative within the third degree of kinship of any person of material
importance (Note 3) among those that fall under any of the above 1. through 5., or a spouseor relative within the third degree of kinship of a person who is or was a director (including
an outside director) or accounting advisor of the Group; and7. The executor of business of an entity in a relationship of reciprocal appointment of outside
officers (Note 4) with NH Foods Ltd.
(Notes) 1. “Major shareholder” refers to a direct or indirect holder of voting rights accounting for no lessthan 10% of all voting rights.
2. “Principal business partner” refers to a company whose amount of payment or receipt intransactions with the Group accounts for 2% or more of the consolidated net sales of the Groupor the business partner.
3. “Person of material importance” refers to an executive director, executive, executive officer,
or employee in the position of General Manager or higher in the case of 1. through 4. above,
while referring to a certified public accountant belonging to each accounting firm, or attorneyat law belonging to each law firm in the case of 5. above.
4. “Reciprocal appointment of outside officers” refers to accepting as outside officer of NH Foods
Ltd. an executor of business of a company in which the executor of business of the Groupcurrently serves as an outside officer.

23

(TRANSLATION)
Proposition No. 2: Partial Amendments to Performance-Based Stock Compensation, etc. for
Directors, etc.
1. Reason for the proposition and the rationale for this type of compensation
The Company obtained shareholders’ approval at the 75th Ordinary General Meeting of
Shareholders held on June 25, 2020 for the performance-based stock compensation plan(hereinafter referred to as the “Plan”) for Directors (excluding Outside Directors or non-Japan
residents; hereinafter the same in this proposition) and Executive Officers (excluding non-Japan
residents; together with the Directors, collectively referred to as the “Directors, etc.”) of theCompany, and has implemented the Plan to date.
The Company hereby requests your approval for partial amendments to the Plan with theobjective of further clarifying the linkage between the compensation for Directors, etc. and theCompany’s business performance and shareholder value, and providing incentives to encourage
the enhancement of corporate value over the medium and long term in order to realize theCompany’s corporate philosophy.
At the Board of Director’s meeting held in April 2024, the Company revised the “Policy ofdetermination of the compensation, etc. for Directors and Audit & Supervisory Board Members”
subject to the approval of this proposition (see pages 50 to 53 for more details). We believe thatthe contents of this proposition are appropriate because they are in line with the abovementioned
policy and are necessary and reasonable for the payment of compensation, etc. to each individual
Director. It is noted that this proposition was resolved by the Board of Directors after deliberationby the Compensation Committee, of which the chairman and a majority of the members are
independent outside directors.
If Proposition No. 1 “Election of 9 Directors” is approved and passed as originally proposed,
the number of Directors subject to the Plan will be 5 (and the number of Executive Officers who
do not concurrently serve as Directors will be 14). The compensation under the Plan includes
compensation for Executive Officers, and in light of the possibility that these Executive Officers
may be newly appointed as Directors during the period covered by the Plan, this proposition
requests your approval for the payment of stock compensation to the Directors, etc., outside theexisting maximum amount of compensation for Directors (within ¥42 million yen per month).
2. The amount and details of compensation in the Plan
(1) Outline of the Plan
The Plan is a stock compensation plan in which the shares of NH Foods Ltd. will beacquired by a trust funded by NH Foods Ltd. using part of the compensation for the Directors,
etc., and the shares of NH Foods Ltd. and the amount of money equivalent to the proceedsfrom the disposal of the shares of NH Foods Ltd. (collectively the “Shares, etc. of NH Foods
Ltd.”) are delivered and paid (hereinafter collectively the “Delivery, etc.”) to the Directors,
etc. (Details can be found in (2) below and the paragraphs that follow.)(v) Persons eligible for the Directors (excluding Outside Directors and non-Japan
Delivery, etc. of theresidents) and Executive Officers (excluding nonShares, etc. of NH Foods
Japan residents) of NH Foods Ltd.
(vi) Impact of the shares of NH Foods Ltd. under the Plan on the total number of theshares outstanding
Maximum amount of the ¥220 million per fiscal year
funding by NH Foods Ltd.
 ¥660 million for the target period after the(as described in (2) below)
amendment to the Plan as provided in (2) below
comprising three fiscal years
24

(TRANSLATION)
Acquisition method of the No dilution is expected as the shares of NH Foods
shares of NH Foods Ltd. (asLtd. shall be acquired in the stock market.
described in (2) below) and Maximum number of points to be granted to thethe maximum number of the
Directors, etc. per fiscal year shall be 88,000 points
Shares, etc. of NH Foods Ltd.
(equivalent to 88,000 shares).
for the Delivery, etc. to the The number of the shares of NH Foods Ltd.
Directors, etc. (as describedequivalent to the maximum number of points to bein (3) below)
granted to the Directors, etc. per fiscal year shallaccount for approximately 0.085% of the total
number of the shares outstanding (as of March 31,
2024, excluding treasury stock).
(vii) Conditions for achieving
performance goals (asdescribed in (3) below)

 Variable based on the degree of target achievement of
the performance indicators in the medium-term
management plan, and the Company’s TSR (Total
Shareholder Return) evaluation (relative to TOPIX)
for each fiscal year(viii) Timing of the Delivery,
etc. of the Shares, etc. of
NH Foods Ltd. (asdescribed in (4) below)

 Around July immediately following the end of the
final fiscal year under the medium-term management
plan or at the time of retirement of the Directors, etc.
 The Directors, etc. shall continue to hold the shares of
NH Foods Ltd. acquired under the Plan until one year
has passed since their retirement.

(2) Maximum amount of the funding by NH Foods Ltd.
The Plan covers the fiscal years covered under each medium-term management plan(hereinafter the “Target Period”). The Target Period after the amendment to the Plan is thethree years from the fiscal year ending March 31, 2025 to the fiscal year ending March 31,
2027, and in the event of extension of the trust period of the Trust as described in the fourthparagraph of this (2), the fiscal years corresponding to the period of the then declaredmedium-term management plan of NH Foods Ltd. will be regarded as the Target Period.
NH Foods Ltd. shall contribute, for each Target Period, an amount not exceeding theamount calculated by multiplying the maximum amount of the trust money per fiscal year,by the number of years contained in the trust period (¥660 million for three fiscal years in
the case of the Target Period after the amendment to the Plan) as compensation for the
Directors, etc. of NH Foods Ltd., thereby establishing a trust (hereinafter the “Trust”) witha trust period corresponding to the Target Period (three years in the case of the Target Period
after the amendment to the Plan) (including extending the trust period of the existing Trustas described in the fourth paragraph of this (2); hereinafter the same) for the benefit of the
Directors, etc. who meet t requirements as beneficiaries.
The Trust shall acquire shares of NH Foods Ltd. from a stock market using the fundtrusted thereto in accordance with the instructions of the trust administrator. NH Foods Ltd.
shall, during the trust period, grant points to the Directors, etc. (as described in (3) below),while the Trust shall engage in the Delivery, etc. of the Shares, etc. of NH Foods Ltd.
Further, NH Foods Ltd. may, upon the expiration of the trust period of the Trust,
continue the Trust by amending the trust agreement and making additional trusts, rather thanestablishing a new Trust. In such case, a period corresponding to the period of the thendeclared medium-term management plan of NH Foods Ltd. shall become the new Target
Period, and the trust period of the Trust shall be extended for the number of years
25

(TRANSLATION)
corresponding to such Target Period. NH Foods Ltd. shall make an additional contribution
for each extended trust period, not exceeding the amount calculated by multiplying the
maximum amount of trust money per fiscal year, by the number of years contained in thetrust period, and continue to grant points to the Directors, etc. during the extended trust
period, while the Trust shall remain engaged in the Delivery, etc. of the Shares, etc. of NH
Foods Ltd. during the extended trust period.
However, in the case of making such additional contribution, if there are shares of
NH Foods Ltd. (other than the shares of NH Foods Ltd. corresponding to the points granted
to the Directors, etc. that are yet to be Delivered, etc.) and funds which are remaining in thetrust property as of the end of the trust period before extension (the “Remaining Shares,etc.”), the sum of the amount of the Remaining Shares, etc. and the amount of the trust
funding additionally contributed shall not exceed the amount calculated by multiplying the
maximum amount of trust money per fiscal year, by the number of years contained in thetrust period.
If there is no amendment of the trust agreement or additional trusts made at the expiryof the trust period, there will be no granting of points to the Directors, etc. thereafter.
However, if the Directors, etc. who may meet the requirements as beneficiaries remain in
office as of the expiry of the trust period, the trust period of the Trust may be extended fora maximum of ten years until said Directors, etc. retire from office and the Delivery, etc. of
Shares, etc. of NH Foods Ltd. to said Directors, etc. is completed.
(3) Calculation method and maximum number of Shares, etc. of NH Foods Ltd. to be delivered,etc. to the Directors, etc.
The number of the Shares, etc. of NH Foods Ltd. to be delivered, etc. to the Directors,
etc. will be calculated based on the number of points granted to the Directors, etc. each year.
Certain points will be granted to Directors, etc. each year in accordance with theposition and degree of target achievement of the performance indicators in the medium-term
management plan, and the Company’s TSR (Total Shareholder Return) evaluation (relative
to TOPIX) for each fiscal year during the trust period (*1).
(*1)

(*2)

Points granted = Base amount of stock-based compensation ÷ the averageacquisition unit price of the shares of NH Foods Ltd. by the Trust (if the trust
period of the Trust is extended, the average acquisition unit price of the shares of
NH Foods Ltd. acquired by the Trust after the extension) × Performance-based
coefficient (*2)
Performance-based coefficient varies based on the degree of target achievement of
the performance indicators, and the Company’s TSR (Total Shareholder Return)evaluation (relative to TOPIX) for each fiscal year.

In addition, one point shall represent one share of NH Foods Ltd. However, if an
event occurs during the trust period wherein it is found to be just and fair to adjust the
number of shares of NH Foods Ltd., such as a share split or share consolidation, the numberof shares of NH Foods Ltd. for one point shall be adjusted according to the split ratio,consolidation ratio, etc.
The maximum number of points granted to Directors, etc. per fiscal year shall be
88,000 points. The maximum number of the points is set with reference to most recent shareprices, etc., and having regard to the maximum amount of the funding that NH Foods Ltd.
shall distribute as described in (2) above.
The maximum number of the Shares, etc. of NH Foods Ltd. for the Delivery, etc. to
the Directors, etc. during the Target Period shall be the number of shares calculated by
26

(TRANSLATION)
multiplying the maximum number of points per fiscal year, by the number of years containedin the Target Period (for the Target Period after the amendment to the Plan, 264,000 sharesas calculated by multiplying the maximum number of points, by three (years)). When theadjustment as described above is made, the maximum number of the Shares, etc. of NH
Foods Ltd. for the Delivery, etc. to the Directors, etc. shall also be adjusted accordingly.
(4) Timing and method for Delivery, etc. of the Shares, etc. of NH Foods Ltd. to the Directors,
etc.
The Directors, etc. shall receive shares of NH Foods Ltd. equivalent to 50% of the
portion (fractional shares being rounded up) equivalent to 70% of the accumulated value ofpoints during the Target Period (hereinafter the “Accumulated Points”) after the terminationof the Target Period, and shall sell the remaining shares of NH Foods Ltd. in the stock
market and receive the amount of money equivalent to the conversion price to cash. With
respect to the portion equivalent to 30% of Accumulated Points, when the Directors, etc.
retire from office, they shall receive shares of NH Foods Ltd. corresponding to 70% of such
Accumulated Points (fractional shares being rounded up), and shall sell the remaining sharesof NH Foods Ltd. in the stock market and receive the amount of money equivalent to theconversion price to cash. However, if the Directors, etc. retire from office before the expiryof the Target Period, said Directors, etc. shall receive the Shares, etc. of NH Foods Ltd. for
all Accumulated Points up to that time. Further, Directors, etc. will continue to hold sharesof NH Foods Ltd. acquired under the Plan until one year has passed since their retirement.
In case of the death of any of the Directors, etc. during the trust period, all of theshares of NH Foods Ltd. corresponding to the Accumulated Points up to that time will be
converted into cash within the Trust, and the heir of such deceased Directors, etc. will
receive payment of money equivalent to the conversion price to cash.
If the Directors, etc. become a non-resident of Japan during the trust period, all of
the shares of NH Foods Ltd. corresponding to the Accumulated Points up to that time will
be converted into cash within the Trust, and such Directors, etc. may receive payment ofmoney equivalent to the conversion price to cash.
(5) Voting rights of the shares of NH Foods Ltd.
Regarding the shares of NH Foods Ltd. within the Trust, to ensure independence ofthe management, the voting rights shall not be exercised during the trust period.
(6) Other matters concerning the Plan
Other matters concerning the Plan shall be decided by the Board of Directors at eachtime of the establishment of the Trust, amending the trust agreement and making additional
contribution to the Trust.

27

(TRANSLATION)(Attached document)
BUSINESS REPORT(For the period from April 1, 2023 to March 31, 2024)
1. Matters concerning the situations of the Group (NH Foods Ltd. and its subsidiaries):(1) Business trends and achievements:
In the food industry during the fiscal year under review, the shift by consumers toward thrifty
and low-priced products became even more pronounced, as the trend toward price hikes for various
products continued from last year against the backdrop of soaring raw material and fuel prices due togeopolitical risks and the ongoing depreciation of the yen due to the interest rate difference between
Japan and the U.S. and other factors. Although the current trend toward higher wages is stronger thanin 2023, real wages remain negative and the outlook remains uncertain.
Under these circumstances, we positioned the fiscal year under review, the final year of our“Medium-Term Management Plan 2023,” as a year to lay the foundation for realizing a growth pathagain, and worked to promptly restore our earning power through enhancing our strengths andtransforming our systems.
As a result of these activities, consolidated net sales for the year ended March 31, 2024
increased by ¥43,640 million (up 3.5%) from the previous fiscal year to ¥1,303,432 million thanks to
the Ballpark Business attracting more customers than targeted, on top of the growth in sales volume
in the Fresh Meats Business, the recovery in sales of “SCHAU ESSEN” in the Processed Foods
Business, and the pass-through of price revisions.
Business profit increased by ¥19,343 million yen (up 75.6%) from the previous fiscal year to
44,939 million yen due to improved profitability attributable to an improved product mix in theProcessed Foods Business and an upturn in the sales environment in the Overseas Business as well asa recovery in the Fresh Meats Business. Profit before tax increased by ¥18,437 million (up 83.2%)
from the previous fiscal year to ¥40,599 million mainly due to a significant increase in business profit
despite a decrease in share of profit in investments accounted for using the equity method. Profit
attributable to owners of the parent increased by 11,441 million yen (up 68.8%) from the previous
fiscal year to ¥28,078 million.
(Note)

Business profit is calculated by deducting cost of goods sold and selling, general andadministrative expenses from net sales, and accounting for foreign exchange gains and losses
determined by the Group, while excluding adjustments in accordance with IFRS AccountingStandards and non-recurring items.

Processed Foods Business Division
Percentage of total net sales: 33.1%
Net sales
 Sales of hams and sausages grew 3.0% from the previous year due to strong sales of “SCHAUESSEN.”
 Sales of deli products grew 1.6% from the previous year due to continued strong sales torestaurants and convenience stores, despite a delayed recovery in sales of “Chuka Meisai.” Indairy products, sales of “Vanilla Yogurt” remained strong, growing 7.3% from the previous
year.
28

(TRANSLATION)(The year-on-year changes of sales by product category are calculated based on the amount ofsales to external customers.)
Business profit
 Business profit increased year on year because profitability of hams and sausages and deliproducts improved as a result of reviewing product mix and concentrating sales effort on
mainstay brands. The dairy product category also contributed to the profit increase as sales of“Vanilla Yogurt” and others remained strong.

Fresh Meats Business Division
Percentage of total net sales: 59.9%
Net sales
 Sales increased year on year due to higher demand for comparatively inexpensive domestic
chicken and pork as consumers became thriftier, leading to increased sales to mass retailers,
as well as increased sales to restaurants due to higher inbound tourism demand, especially for
beef.
Business profit
 Business profit increased year on year due to improved profitability resulting from theoptimization of imported meat inventory and growth in sales to restaurants by the sales
companies for fresh meats as well as the effect of higher revenue resulting from the increased
demand for domestic chicken and pork.

Overseas Business Division
Percentage of total net sales: 22.2%
Net sales Net sales decreased year on year due to a decrease in sales resulting from the transfer of sharesin a beef business company in Uruguay, as well as a decline in the unit selling price ofAustralian beef.
Business profit
 Business profit increased year on year due to improved profitability resulting from lower
purchase prices for raw beef and higher sales volume in the Australian beef business, andhigher sales volume in the processed foods business in the Americas.

29

(TRANSLATION)
OthersPercentage of total net sales: 1.8%
Net sales Net sales increased year on year due to higher visitor numbers since the opening of “Hokkaido
Ballpark F Village” in the Ballpark Business, as well as the fact that the number of visitors
exceeded the initial annual plan of 3 million with the staging of seasonal events on non-gamedays.
Business profit
 Business profit increase year on year due to a significant improvement in profitability,
including revenues from advertising, tickets and food and beverage, following the adoption ofa new business model for the Ballpark Business.

(2) Net sales of the Group by segment:
Amount(millions of yen)
431,233

Category
Processed Foods Business Division

Year on year
(%)
103.2

Component ratio
(%)
33.1

Fresh Meats Business Division

780,596

104.1

59.9

Overseas Business Division289,964

90.2

22.2

Others23,866140.0

1.8

Eliminations, adjustments and others(211,604)–(16.2)

Transfer to discontinued operations(10,623)–(0.8)

1,303,432

103.5

100.0

Total

(Notes) 1. “Others” category includes the Ballpark Business and New Business, which arebusiness segments not included in the reportable segments. The Ballpark Businessencompasses the operation of the professional baseball team and ballpark.
2. Net sales of BPU that were included in the Overseas Business Division have been
reclassified as “Transfer to discontinued operations.”(For reference) Net sales by product category:Amount(millions of yen)
135,150

Year on year
(%)
103.8

Component ratio
(%)
10.4

Processed foods

237,870

101.1

18.2

Fresh meats

826,710

104.4

63.4

Dairy products

38,963107.7

3.0

Others

64,73997.6

5.0

1,303,432

103.5

100.0

Category
Hams and sausages

Total

30

(TRANSLATION)(3) State of capital expenditures:
The Group has created an integration system that covers all aspects of its operations—fromfarming to processing, production, distribution and sales—and invests in fixed assets as necessary
to enhance, rationalize, and strengthen this system.
These investments totaled approximately 60.8 billion yen (including software and rightof-use assets of approximately 16.7 billion yen) for the fiscal year. The principal investments are
as described below.
Business division

Amount invested(millions of yen)

Processed Foods

9,793

Fresh Meats

25,896

Overseas

7,199

Others17,961Nature and objective of capital expenditures
To expand and newly establish production facilities forhams and sausages, and processed foods
To upgrade production facilities for dairy products
To upgrade and refurbish production and breeding
facilities and processing facilities for fresh meats
To improve sales facilities
To expand production facilities for processed foods
To upgrade processing facilities for fresh meats andproduction and breeding facilities
To promote DX (digital transformation)(4) State of financing:
The Company has borrowed 10 billion yen for the first time through positive impact
financing, or PIF. PIF is a type of financing that is executed without specifying the use of funds,
but is intended to comprehensively analyze and evaluate the impact of corporate activities on theenvironment, society, and the economy for the purpose of providing ongoing support for suchactivities.
In addition, the Company has borrowed a total of 12.5 billion yen including PIF, toappropriate the funds for business operations.

31

(TRANSLATION)(5) Changes in the state of financial position and income and loss:

Category
Net sales
Profit before tax
Profit attributable toowners of the parent
Earnings per share (basic)(yen)
Earnings per share(diluted) (yen)Total assets
Total equity attributable toowners of the parent
Total equity attributable toowners of the parent per
share (yen)(Unit: millions of yen, except where noted)
IFRS Accounting Standards
77th
78th
79th

76th
(from April 1, 2020
to March 31, 2021)(from April 1, 2021
to March 31, 2022)(from April 1, 2022
to March 31, 2023)(from April 1, 2023
to March 31, 2024)

1,106,351

1,151,886

1,259,792

1,303,432

47,604

51,76022,16240,59932,61648,04916,63728,078317.97469.92

162.44273.70317.89469.81

162.42–825,405909,213937,155

958,237

433,595

479,069

492,913527,5034,243.70

4,681.82

4,808.70

5,138.81(Notes) 1. In the 77th fiscal year, the Company classified the marine product business related to The
Marine Foods Corporation and its subsidiaries as discontinued operations. The Company
has also classified the beef business relating to Breeders & Packers Uruguay S.A. as
discontinued operations from the 78th fiscal year. The figures in the 77th fiscal year wereaccordingly changed.

2. “Earnings per share (basic)” is computed on the basis of the weighted-average number ofcommon shares outstanding during the year. “Earnings per share (diluted)” is computedon the basis of the sum of the weighted-average number of common shares outstanding
plus the dilutive effect of shares issuable through stock options and convertible bonds.
“Total equity attributable to owners of the parent per share” is calculated on the basis of
the total number of common shares outstanding as of the end of the year. The weightedaverage number of common shares outstanding during the year and the total number ofcommon shares outstanding as of the end of the year are calculated by excluding thenumber of shares of treasury stock. The number of shares of treasury stock for the 76th,
77th, 78th, and 79th fiscal years include the shares of NH Foods Ltd. held by the officers
compensation BIP Trust, due to the adoption of the performance-based stockcompensation plan for officers, and the shares of NH Foods Ltd. held by the NH Foods
Group Employee Shareholding Association Dedicated Trust, due to the adoption of theTrust-type Employee Shareholding Incentive Plan.
3. “Earnings per share (diluted)” for the 79th fiscal year is not stated because no potential
shares with dilutive effect existed.

32

(TRANSLATION)(6) Main businesses (as of March 31, 2024):
Category
Hams and sausages
Processed foods
Fresh meats
Dairy products
OthersBusiness
Production and sales of hams and sausages
Production and sales of processed foods
Production and farming of livestock, and processing, packing,import and sales of fresh meats
Production and sales of yogurts, cheese, etc.
Ballpark Business, Cold and freezing warehouse business,transportation business, and production and sales of processedmarine products(7) Main business offices and factories (as of March 31, 2024):
Head office of NH Foods Ltd.
Branch office of NH Foods Ltd.
Laboratory
Production sites of NH Foods Ltd.
Other domestic production sites

4-9, Umeda 2-chome, Kita-ku, Osaka
1-1, Osaki 2-chome, Shinagawa-ku, Tokyo
Research & Development Center (Ibaraki)
Isahaya Plant (Nagasaki)
Nippon White Farm Co., Ltd. (Aomori),
Nippon Clean Farm Ltd. (Aomori),
Nipponham Processed Foods Ltd. (Mie),
Nipponham Factory Ltd. (Shizuoka),
Nipponham Delicatessen Ltd. (Niigata),
Nippon Food Packer, Inc. (Aomori),
Nipponham Southwest Ltd. (Miyazaki),Nipponham Northeast Ltd. (Yamagata),
Nipponham Hokkaido Factory Ltd. (Hokkaido)
Other domestic production and sales
Hoko Co., Ltd. (Tokyo),sites
Nippon Pure Food, Inc. (Tokyo),
Nippon Luna, Inc. (Kyoto)
Domestic sales sites of NH Foods Ltd. Tokyo, Osaka
Nishi Nippon Food, Inc. (Fukuoka),
Other domestic sales sites
Higashi Nippon Food, Inc. (Hokkaido),
Kanto Nippon Food, Inc. (Tokyo),
Naka Nippon Food, Inc. (Osaka),
NH Foods marketing, Ltd. (Tokyo),
Japan Food Corporation (Tokyo)
Overseas production sites
Ege-Tav Ege Tarım Hayvancılık Yatırım Ticaretve Sanayi Anonim Şirketi (Turkey),
Whyalla Beef Pty. Ltd. (Australia),
Thai Nippon Foods Co., Ltd. (Thailand),Thomas Borthwick & Sons (Australia) Pty. Ltd.
(Australia),
Oakey Beef Exports Pty. Ltd. (Australia)
Overseas sales sites
NH Foods Australia Pty. Ltd. (Australia),
Day-Lee Foods, Inc. (U.S.A.)(Note) Interfarm Co., Ltd. changed its trade name to Nippon Clean Farm Ltd. in April 2023.
33

(TRANSLATION)(8) State of employees (as of March 31, 2024):
Number of employees
Processed Foods Business Division
Fresh Meats Business Division
Overseas Business Division
Group-wide (common)
Total

5,077
5,695
3,791
866
15,429

Increase or decrease
from the end of theprevious fiscal year
–132
+20
–554
+31
–635

(Notes) 1. The number of employees represents the number of those actually at work (suchnumber excludes employees of the Group seconded to any non-group company,
but includes employees of any non-group company seconded to the Group).
2. The number of employees does not represent temporary employees (10,483
employees on average during the period).
3. The number of employees (representing the number of those actually at work) of
NH Foods Ltd. was 1,256, a decrease of 44 from March 31, 2023.

34

(TRANSLATION)(9) Important subsidiaries, etc. (as of March 31, 2024):(i)

Important subsidiaries
Company

Capital

Ege-Tav Ege Tarım
Hayvancılık Yatırım Ticaret ve
Sanayi Anonim Şirketi
NH Foods Australia Pty. Ltd.

TL1,003,100,000

Ratio of voting
rights held by
NH Foods Ltd.
100.0%

A$106,500,000

100.0%

Hoko Co., Ltd.

¥3,040 million

100.0%

Day-Lee Foods, Inc.

US$17,320,000

100.0%

Nippon White Farm Co., Ltd.

¥1,560 million

100.0%

Nippon Clean Farm Ltd.

¥1,301 million

100.0%

Nipponham Factory Ltd.

¥1,000 million

100.0%

Nipponham Processed Foods
Ltd.
Nipponham Delicatessen Ltd.
Nishi Nippon Food, Inc.

¥1,000 million

100.0%¥489 million¥480 million

100.0%
100.0%

Nippon Food Packer, Inc.

¥470 million

100.0%

Higashi Nippon Food, Inc.

¥450 million

100.0%

Kanto Nippon Food, Inc.

¥450 million

100.0%Naka Nippon Food, Inc.

¥450 million

100.0%

Nippon Pure Food, Inc.

¥410 million

100.0%

Nippon Luna, Inc.

¥397 million

100.0%

Nipponham Southwest Ltd.

¥360 million

100.0%

35

Main business
Farming and breeding,packing and sales of
livestock
Sales of fresh meats andothers
Production and sales ofprocessed marine products,
canned foods, and dairy
products
Sales of fresh meats andothers, and production andsales of processed foods
Farming and breeding, andpacking of livestock
Farming and breeding of
livestock
Production of hams andsausages
Production of processed foods
Production of processed foods
Sales of fresh meats andothersProcessing, packing andsales of livestock
Sales of fresh meats andothersSales of fresh meats andothersSales of fresh meats andothersProcessing and sales of
livestock
Production and sales oflactic acid probiotic
beverages
Production of hams andsausages, and processedfoods(TRANSLATION)

NH Foods marketing, Ltd.

¥307 million

Ratio of voting
rights held by
NH Foods Ltd.
100.0%

Japan Food Corporation¥40 million

100.0%¥12,000 million

67.1%

Company

CapitalFighters Sports & Entertainment
Co., Ltd.

Main business
Sales of hams and sausages,
and processed foods
Import and sales of fresh meats
and others
Ballpark operations,management of the entire
ballpark, professional baseballrelated entertainment(Notes) 1. The ratio of voting rights held by NH Foods Ltd. in Fighters Sports & Entertainment Co.,
Ltd. includes the ratio of 34.2% held indirectly through its subsidiaries.
2. Interfarm Co., Ltd. changed its trade name to Nippon Clean Farm Ltd. in April 2023.

(ii)

Results of business combinations
The number of consolidated subsidiaries decreased by 4 companies due to sale or othertransactions, resulting in a total of 64 (including the 20 important subsidiaries statedabove). The number of equity-method companies increased by 1 to 7.

(10) Main lenders (as of March 31, 2024):
LenderAmount of loan outstanding

Sumitomo Mitsui Banking Corporation¥36,890 million

MUFG Bank, Ltd¥24,215 million

The Hyakujushi Bank, Ltd.

¥18,000 million

The Norinchukin Bank

¥11,000 million(11) Issues to be addressed:[Medium- to long-term corporate strategy]
To continue to deliver our corporate philosophy of “Joy of Eating,” the Group formulated the“Medium-Term Management Plan 2026” in April 2024 toward achieving our ideals for 2030: NH
Foods Group “Vision 2030”: “Unleash new potentials for protein.”
In its “Medium-term Management Plan 2026”, the Group declares the theme of “Working
together to create value through protein.” To reach the new stage described in the Group’s “Vision2030”, the Group has positioned the three years of the plan as a period to address the challenges
to business model transformation identified by backcasting from this vision. This will beaccomplished by pursuing three integral approaches of structural reforms, growth strategies and atransformation of our organizational culture, thereby facilitating our evolution into a company thatcreates value.
In addition, in light of changes that have occurred since 2021 to the business environment
surrounding the Group and the expectations of stakeholders with regard to sustainability, we havealso made revisions to our materialities. In addition to ensuring the stable supply of proteins as acompany responsible for food infrastructure to date, we will endeavor to solve social issues by
joining forces with various partners and working to create new value through protein.
Furthermore, we will also make every effort to enhance our corporate value by pursuing
36

(TRANSLATION)
returns that surpass the cost of capital, and by promoting capital optimization measures such asenhanced shareholder returns.
Through the initiatives described above, in the fiscal year ending March 31, 2027, which isthe final year of “Medium-term Management Plan 2026”, we will aim to achieve various
management metrics including net sales of ¥1.38 trillion, business profit of ¥61 billion, a businessprofit ratio of 4.4%, ROE of 7.0–8.0% and ROIC of 5.0–6.0%.
Meanwhile, we disclosed the targets of business profit of 79 billion yen, ROE of 9.0% or
higher and ROIC of 7.0% or higher for the fiscal year ending March 31, 2027 at the time of theannouncement of the “Medium-Term Management Plan 2023”. However, in conjunction with theformulation of the “Medium-Term Management Plan 2026”, the Group has revised the timeframe
for these targets, given the impact of increased geopolitical risks due to the prolonged situation in
Ukraine since April 2021, and the sharp depreciation of the yen that has led to surging raw material
and fuel prices. Under the revised timeframe, we aim to achieve business profit of 79 billion yen
or higher, ROE of 9.0% or higher and ROIC of 7.0% or higher for the fiscal year ending March
31, 2030 through improved profitability and efficiency by generating the effects of growthstrategies under the Medium-Term Management Plan 2029 in addition to promoting structuralreforms, growth strategies and a transformation of our organizational culture under the “MediumTerm Management Plan 2026”.
Theme for the NH Foods Group Medium-Term Management Plan 2026

Working together to create value through protein.
The world is changing, consumer outlooks are advancing.
As we break free from conventional wisdom and customs,
we create new value, meeting the needs of consumers, society, and the world.
Combining in-house strengths with those of our partners,
we continually maximize the power of protein we have been exploring
and the potential of nature’s bounty.
Taking on challenges and making change happen,
the NH Foods Group works together to create value through protein.
Overall Concept of the NH Foods Group Medium-term Management Plan 2026

37

(TRANSLATION)
Company-wide Strategy of Medium-term Management Plan 2026
In the Medium-term Management Plan 2026, in which we embrace “challenge” and “cocreation” as key concepts toward a new stage, we will gain the ability to respond to environmental
changes and generate higher value through structural reforms, growth strategies and atransformation of our organizational culture.
Under structural reforms, we will gain the competitiveness needed to survive in an uncertain
environment through efforts to develop optimal production structures, review low-profit
businesses and improve the product mix.
Under growth strategies, we will strive to cultivate and strengthen intangible assets that
represent the source of value through efforts to strengthen the brand, strengthen globally,strengthen across businesses and strengthen R&D.
To foster an organizational culture focused on new challenges, which we aim to do bytransforming our culture, we will build the foundations for generating value by working to train
and recruit innovative leaders, and by championing the success of a diverse range of humanresources.
Vision 2030: Unleash new potentials for protein

38

(TRANSLATION)
Policy for the fiscal year ending March 31, 2025
As for the economic outlook for the fiscal year ending March 31, 2025, while the economic
trend in Japan is on the path to a gradual recovery, the Company expects the situation to remain
uncertain due to geopolitical risks such as the crisis in Ukraine and a spread of thrifty spending
habits triggered by the impact of cost-push inflation due to soaring raw material and energy
prices as a result of the depreciation of yen due to the interest rate difference between Japan andthe United States and other factors.
Under these circumstances, the Group will pursue three integral approaches of structuralreforms, growth strategies, and a transformation of corporate culture in a bid to become “acompany that works together to create value through protein” as declared in its “Medium-Term
Management Plan 2026”.
In the Processed Foods Business, the Group will work to improve profitability by improving
the product mix through structural reforms. In doing do, the Group strives to provide valuable
products demanded by customers such as “SCHAU ESSEN,” and develop new categories and newsales channels through the creation of new food scenes.
In the Fresh Meats Business, the Group will work to strengthen domestic chicken, for which
demand is increasing due to the spread of thrifty spending habits, improve the profitability ofdomestic pork, and expand sales of branded meat products (domestic chicken “Sakurahime,”
domestic pork “Mugikomachi,” and Australian beef “Omugi Beef ANGUS”), which the Grouphandles from the production stage.
In the Overseas Business, the Group will work to expand overseas sales by strengthening
production in the Australian Beef Business, which is expected to be in a favorable environment,
and by strengthening the processed foods business in North America and ASEAN countries.
In the Ballpark Business, the Group will work to create events and content that will further
enhance the appeal of the ballpark so that it will continue to attract many visitors as it enters its
second year of operation.
In addition, under the Growth Strategy Project launched in the fiscal year ending March 31,
2025, the Group will work to create businesses in new areas by promoting growth strategies acrossbusinesses and strengthening R&D, with a view to future business growth and expansion ofbusiness domains.
Through the above efforts, the Group aims to achieve net sales of 1,340 billion yen andbusiness profit of 48 billion yen (business profit margin of 3.6%) for the fiscal year ending March
31, 2025.

39

(TRANSLATION)
2. Matters concerning the shares (as of March 31, 2024):(1) Total number of issuable shares:
285,000,000 shares(2) Total number of issued shares:(including 10,846 shares of treasury stock)
102,958,904 shares(3) Number of shareholders:
55,580
Number of shares held
Number ofCategory of owners(thousand shares)
shareholders
Financial institutions
55,49480
Foreign investors
24,077382
Individual/Other
17,19754,594
Other companies
2,139
490
Securities firms
4,038
33
Treasury stock
10
1(4) State of major shareholders:Shareholding
ratio
(%)
(thousand shares)
Number ofshares held

Name of shareholder
The Master Trust Bank of Japan, Ltd. (Trust account)

20,825

20.23

Custody Bank of Japan, Ltd. (Trust account)

9,356

9.09

The Hyakujushi Bank, Ltd.

3,708

3.60

Meiji Yasuda Life Insurance Company

3,677

3.57

Nippon Life Insurance Company

2,785

2.71

STATE STREET BANK AND TRUST COMPANY
505001

2,416

2.35

The Norinchukin Bank

2,370

2.30

JPMorgan Securities Japan Co., Ltd.

2,072

2.01

SSBTC CLIENT OMNIBUS ACCOUNT

1,828

1.78

MUFG Bank, Ltd.

1,653

1.61

(Note) The shareholding ratios are calculated by disregarding the number of shares of treasury
stock.

(5) Status of shares delivered to the officers of NH Foods Ltd. as consideration for the executionof their duties during the fiscal year under review
Category

Number of shares

Number of eligible officers

Directors (excluding Outside Directors)

5,488

1

Executive Officers

1,947

1

Notes 1. The details of stock compensation of the Company are described in “4. (2) Compensation, etc., for Directors andAudit & Supervisory Board Members.”
2. The above table shows shares delivered to retired officers of the Company.

3.

Matters concerning the stock acquisition rights:
There were no applicable items.
40

(TRANSLATION)
4. Matters concerning the Officers of NH Foods Ltd.:(1) Names of Directors and Audit & Supervisory Board Members, etc. (as of March 31, 2024):
Title

Name

Chairperson and
Director
President andRepresentative
Director(President and CEO)
Director(Managing Executive
Officer)
Director(Managing Executive
Officer)
Director(Managing Executive
Officer)

Tetsuhiro Kito

Director

Yasuko Kono

Director

Hideo Arase

Director
Full-time Audit &Supervisory Board
MemberFull-time Audit &Supervisory Board
MemberAudit & Supervisory
Board Member

Tokushi Yamasaki
Sadanori Miyagai

Audit & Supervisory
Board Member

Shigeru Nishiyama

Assignment and concurrent holding ofimportant offices
Chairperson of the Board of Directors

Nobuhisa Ikawa

Fumio Maeda

General Manager of Fresh Meats Business Division

Masahito Kataoka

In charge of Accounting & Finance Department andSustainability Department; General Manager of Tokyo
Branch Office
In charge of Human Resources Department, Legal
Affairs Department, General Affairs Department,
Public & Investor Relations Department, andSecretarial Office
Chairperson of Consumers’ Smile Fund (NPO)
Director of Japan Consumers’ Association (General
Incorporated Foundation)
Member of Financial System Council, Financial
Services Agency
Member of Forestry Policy Council, Forestry Agency
Member of the Cultural Council, Agency for Cultural
Affairs, Government of Japan
Partner of HumaNexus Lab, Inc.
Specially Appointed Professor, Open Innovation
Center, Tokyo Medical and Dental University

Kohei Akiyama

Nobuyuki Tazawa
Masayuki
Kitaguchi

Chief of Kitaguchi Certified Public Accountant Office
Head of Showa Law OfficeOutside Audit & Supervisory Board Member of Glad
Cube Inc.
Professor of Waseda University Graduate School
Outside Director of Macromill, Inc.
Outside Audit & Supervisory Board Member ofMarubeni Corporation
Outside Director of TOKYO ENERGY & SYSTEMS
INC.

41

(TRANSLATION)
Title

Name

Audit & Supervisory
Board Member(Notes)

KatsumiNakamura

Assignment and concurrent holding ofimportant offices
Partner at T. Kunihiro & Co. Attorneys-at-Law
Outside Audit & Supervisory Board Member of Japan
Novel Corporation
Outside Director, Audit and Supervisory Committee
Member of UMC Electronics Co., Ltd.
Outside Audit & Supervisory Board Member of WILLGROUP, INC.

1. Directors Ms. Yasuko Kono, Messrs. Hideo Arase and Tokushi Yamasaki are Outside
Directors.
2. Audit & Supervisory Board Members Messrs. Masayuki Kitaguchi, Shigeru Nishiyama and
Katsumi Nakamura are Outside Audit & Supervisory Board Members.
3. NH Foods Ltd. has designated Outside Directors Ms. Yasuko Kono, Messrs. Hideo Arase
and Tokushi Yamasaki, and Outside Audit & Supervisory Board Members Messrs.
Masayuki Kitaguchi, Shigeru Nishiyama and Katsumi Nakamura, as independent officers
as stipulated by the Tokyo Stock Exchange and has filed notices thereof to the Exchange.
NH Foods Ltd. has determined that all Outside Officers are independent of NH Foods Ltd.,
as a result of checking them against the “Criteria on Independence of Outside Officers”
described on page 23.
4. Audit & Supervisory Board Member Messrs. Masayuki Kitaguchi and Shigeru Nishiyama,
who are qualified as certified public accountants, have considerable knowledge of financing
and accounting.
5. The following changes were made to Directors and Audit & Supervisory Board Members
during the year ended March 31, 2024.
(1)

Appointment(i) Mr. Kohei Akiyama was newly elected as Director at the 78th Ordinary General
Meeting of Shareholders held on June 27, 2023, and assumed his post.
(ii) Mr. Katsumi Nakamura was newly elected as Audit & Supervisory Board
Member at the 78th Ordinary General Meeting of Shareholders held on June 27,2023, and assumed his post.

(2)

Retirement(i) Mr. Yoshihide Hata retired from his post as Director at the conclusion of the 78th
Ordinary General Meeting of Shareholders held on June 27, 2023.
(ii) Mr. Akihiko Shiba retired from his post as Audit & Supervisory Board Member
at the conclusion of the 78th Ordinary General Meeting of Shareholders held on
June 27, 2023.

42

(TRANSLATION)(Reference)Management Structure as of April 1, 2024 is as follows:
Title
Chairperson and
Director
President andRepresentative
Director(President and CEO)
Vice President andDirector(Executive Vice
President)
Director(Senior Managing
Executive Officer)
Director(Managing Executive
Officer)
Director

Name
Tetsuhiro Kito

Assignment and concurrent holding ofimportant offices
Chairperson of the Board of Directors

Nobuhisa Ikawa

Masahito Kataoka

In charge of Accounting & Finance Department andSustainability Department

Fumio Maeda

General Manager of Fresh Meats Business Division

Kohei Akiyama

In charge of Human Resources Department, Legal Affairs
Department, General Affairs Department, Public & Investor
Relations Department and Secretarial Office
Chairperson of Consumers’ Smile Fund (NPO)
Director of Japan Consumers’ Association (General
Incorporated Foundation)
Member of Financial System Council, Financial Services
AgencyMember of Forestry Policy Council, Forestry Agency
Member of the Cultural Council, Agency for Cultural
Affairs, Government of Japan
Partner of HumaNexus Lab, Inc.
Specially Appointed Professor of Open Innovation Center,
Tokyo Medical and Dental University
Partner, JETRO Consortium for New Export Nation for
Fiscal 2024

Yasuko Kono

Director

Hideo Arase

Director
Full-time Audit &Supervisory Board
MemberFull-time Audit &Supervisory Board
MemberAudit & Supervisory
Board Member

Tokushi Yamasaki
Sadanori Miyagai

Audit & Supervisory
Board Member

Shigeru
Nishiyama

Nobuyuki Tazawa
Masayuki
Kitaguchi

Chief of Kitaguchi Certified Public Accountant Office
Head of Showa Law OfficeOutside Audit & Supervisory Board Member of Glad CubeInc.
Professor of Waseda University Graduate School
Outside Director of Macromill, Inc.
Outside Audit & Supervisory Board Member of Marubeni
Corporation
Outside Director of TOKYO ENERGY & SYSTEMS INC.

43

(TRANSLATION)
Title
Audit & Supervisory
Board Member

Name
KatsumiNakamura

Assignment and concurrent holding ofimportant offices
Partner at T. Kunihiro & Co. Attorneys-at-Law
Outside Audit & Supervisory Board Member of Japan
Novel Corporation
Outside Director, Audit and Supervisory Committee
Member of UMC Electronics Co., Ltd.
Outside Audit & Supervisory Board Member of WILLGROUP, INC.

(Executive Officers who are not concurrently serving as Directors)
Assignment and concurrent holding of
Title
Name
important offices
Managing Executive Nobuo Oda
In charge of Business Development & Strategy Division and
Officer
Corporate Planning Department; General Manager of Tokyo
Branch Office; in charge of Growth Strategy ProjectManaging Executive
Officer

Yukihiro
MatsumotoGeneral Manager of Processed Foods Business Division

Managing Executive
Officer

Yoshitaka
Hasegawa

In charge of Audit Department and ComplianceDepartment; General Manager of Group Audit &Supervisory Board Members’ Office

Executive Officer

Tadaaki Ito

General Manager of Overseas Business Division; General
Manager of Operations Management Division

Executive Officer

Hideki Fujii

In charge of North America, Operations Management
Division, Overseas Business Division; President andDirector of Day-Lee Foods, Inc.

Executive Officer

Takao Seki

General Manager of Sales Management Division, Processed
Foods Business Division

Executive Officer

Shuichi Toda

General Manager of Imported Fresh Meats Sales Division,Fresh Meats Business Division

Executive Officer

Hirohide Fujiwara

In charge of DX Promotion Department, IT Strategy
Department and Sports Business Department

Executive Officer

Akio Wakita

General Manager of Product Management Division,
Processed Foods Business Division

Executive Officer

Toyotake Imon

General Manger of Domestic White Meat Division, Fresh
Meats Business Division

Executive Officer

Seiji Inatomi

In charge of Australia, Operations Management Division,
Overseas Business Division; Managing Director of NH
Foods Australia Pty Ltd.

Executive Officer

Sakae Kishimoto

General Manager of Marketing Management Division,
Processed Foods Business Division

Executive Officer

Yasuyuki Oishi

General Manager of Quality Assurance Department; incharge of Customer Service Department and Research &Development Center

Executive Officer

Nobuhiro Hosoya

General Manager of Sales Management Division, Fresh
Meats Business Division

44

(TRANSLATION)
Title

Name

Executive Officer

Masashi
Kabayama

Executive Officer

Naomi Koga

Assignment and concurrent holding ofimportant offices
General Manager of Administrative Division, Processed
Foods Business Division
General Manager of Administrative Division, Fresh MeatsBusiness Division

45

(TRANSLATION)(2)
Compensation, etc., for Directors and Audit & Supervisory Board Members:(i)

Policy of determination of the compensation, etc., for Directors and Audit & Supervisory
Board Members:

Basic policy on Director and Audit & Supervisory Board Member compensation
At the meeting of the Board of Directors held on February 12, 2021, NH Foods Ltd.
decided on a policy for determining the details of the compensation, etc., for individual
Directors.
The Director and Audit & Supervisory Board Member compensation system of NH
Foods Ltd. is designed to select, train and appoint talented human resources as
management, to give a clearer idea to individual Executive Directors and Executive
Officers about the linkage between Directors’ and Audit & Supervisory Board Members’
compensations, the business performance of NH Foods Ltd. and shareholder value, and toprovide incentives to encourage enhancement of the corporate value over the medium- andlong-term in order to realize the corporate philosophy of NH Foods Ltd. The systemdevelopment, compensation levels, system operation, etc., shall be deliberated by theCompensation Committee, where an independent Outside Director acts as chairman, withthe final decision made by the Board of Directors.
The reasonableness of the level of compensation for each position is verified eachyear, using for referencing the investigation results, etc., by a third party organization.
Procedures at the Compensation Committee
The purpose of the Compensation Committee is to enhance the transparency andobjectivity of decisions on the compensation for Directors and Audit & Supervisory Board
Members (including Executive Officers), and to improve the supervisory function of theBoard of Directors. The majority members of the Compensation Committee consist of
independent officers and the meeting is held at least twice a year. The Board of Directors
select the members of the Compensation Committee, where an Outside Director acts aschairman.
The process used by the Compensation Committee to decide on Directors’ andAudit & Supervisory Board Members’ compensations shall involve the examination ofbusiness results in comparison to annual targets set for each fiscal year by Executive
Directors and Executive Officers and the deliberation on Directors’ and Audit &Supervisory Board Members’ compensations for the following fiscal year to be proposed,
and recommendations are submitted to the Board of Directors. The Board of Directors
shall respect the recommendations of the Compensation Committee and decide on
Directors’ and Audit & Supervisory Board Members’ compensations for the following
fiscal year accordingly. The Company believes that the aforementioned process ensured
that the details of the compensation, etc., for individual Directors for the fiscal year underreview were in line with the policy for determining the details of the compensation, etc.,
for individual Directors.

46

(TRANSLATION)
Summary of compensation for the Directors:
Compensation for Directors (excluding Outside Directors) shall comprisemonetary compensation (a basic compensation and appraisal compensation) andperformance-based stock compensation. The composition ratio (if the standard attainment
level of the business performance is 100%) is 55% for the basic compensation, 28% for
the appraisal compensation and 17% for the performance-based stock compensation. On
the other hand, compensation for each Outside Director shall be a basic compensation onlyin consideration of his/her role. No retirement gratuity shall be paid to any of the Directors.
(1) Monetary compensation shall comprise a basic compensation and appraisal
compensation. The basic compensation shall be a monthly fixed compensation, anddetermined according to the position. The appraisal compensation shall be a variable
compensation (paying a fixed amount on a monthly basis). Depending on the annual
business performance (consolidated net sales, consolidated business profit, ROE and
ROIC) and individually established goal attainment level with respect tomanagement issues, the appraisal compensation shall vary within the range of 0200%, assuming the standard attainment level of the business performance is 100%.
Appraisal shall be made in accordance with the following three items: (i)company-wide performance, (ii) segmental performance (business divisions anddepartments) and (iii) management issues, and each item of the business performanceshall be appraised independently. With regard to performance appraisal indicators,
NH Foods Ltd. has adopted consolidated net sales for sustainable growth of the top
line, consolidated business profit for sustainable growth of the core business, andsince the fiscal year ended March 31, 2013, ROE for improvement in the capitalefficiency, as the company-wide performance. NH Foods Ltd. also has adopted
ROIC for enhancement of the efficiency of invested capital since the fiscal year
ended March 31, 2016, as segmental performance.
(2) Based on the resolution at the 75th Ordinary General Meeting of Shareholders heldon June 25, 2020 (with 22 Corporate Officers as of this resolution), NH Foods Ltd.
introduced the performance-based stock compensation plan (hereinafter the “Plan”)
for Directors (excluding Outside Directors) and Executive Officers, with August 3,
2020 as its starting date. In the Plan, the shares of NH Foods Ltd. and the amount ofmoney equivalent to the proceeds from the disposal of the shares of NH Foods Ltd.
(hereinafter collectively the “Shares, etc. of NH Foods Ltd.”) are delivered and paid
(hereinafter collectively the “Delivery, etc.”) to them, in accordance with attainmentof the medium- to long-term business performance.
The performance-based stock compensation is designed as incentives toencourage enhancement of the corporate value over the medium- and long-term.
Under this concept, the Plan shall grant points to Directors (excluding Outside
Directors) and Executive Officers, according to achievement level of theperformance goal (consolidated net sales, consolidated business profit and ROE) set
under the medium-term management plan of NH Foods Ltd. During their term ofoffice and at the time of their retirement, the number of the shares of NH Foods Ltd.
equivalent to the number of points granted shall be delivered to them. Such sharesshall not be transferred until one year has passed since their retirement.
The performance-based stock compensation of NH Foods Ltd. includes
malus (reduction of the amount after rights granted yet to be determined) andclawback (return of the amount after determination) provisions. These provisions can
47

(TRANSLATION)
be exercised in the event of one of the predetermined triggers that include certain
wrongdoings, such as serious breach of duties and material violation of the internal
rules. The stock-based compensation subject to return under these provisions shallbe the whole or a part of compensation for the fiscal year in which such wrongdoing
takes place.
The Plan shall grant points to Directors and Executive Officers, according totheir position and the degree of target achievement of performance indicators in themedium-term management plan in June of each year (e.g., in June 2021 for thecompensation for the execution of their duties in the fiscal year ended March 31,2021). Such points shall be accumulated during their term of office (hereinafter the“Accumulated Points”). The number of points to be granted shall vary within therange of 0–150%, assuming the standard attainment level of the businessperformance is 100%. The Delivery, etc. of the Shares, etc. of NH Foods Ltd. to
Directors and Executive Officers shall be made around July immediately after thelast day of the final fiscal year of the medium-term management plan of NH Foods
Ltd., in terms of the portion equivalent to 70% of the Accumulated Points. With
respect to the portion equivalent to 30% of the Accumulated Points, the Delivery, etc.
of the Shares, etc. of NH Foods Ltd. shall be made after the retirement or at the timeof death of Directors or Executive Officers. In case of death of any of Directors or
Executive Officers, all of the shares of NH Foods Ltd. equivalent to the Accumulated
Points at the time of death shall be sold in the stock market, and the heir of suchdeceased Directors or Executive Officers shall receive payment of money equivalent
to the conversion price to cash. In addition, one point shall represent one share of
NH Foods Ltd., and fractions of less than one point shall be rounded down. However,in the event of a share split or share consolidation for the shares of NH Foods Ltd.
during the trust period, the number of shares of NH Foods Ltd. for one point as wellas the maximum number of the total number of points (shares) to be granted to
Directors and Executive Officers per fiscal year shall be adjusted according to thesplit ratio, consolidation ratio, etc.
The stock-based compensation under the Plan shall be calculated based on
the following method to determine the number of individual points (shares) to be
granted to Directors and Executive Officers per fiscal year.
(Formula for calculating points)
Number of points to be granted (*1) =(Standard stock-based compensation for each position (*2) ÷ Share prices forcalculating points (*3)) × Performance coefficient (*4)(*1) Rounded down to the nearest whole number(*2) Standard stock-based compensation for each position shall be the amountof compensation that serves as a standard for the stock-based
compensation as predetermined by NH Foods Ltd for each position.
(*3) Share prices for calculating points shall be the average acquisition unit
price (rounded to the nearest whole number) of the shares of NH Foods
Ltd., to be acquired by the officers compensation BIP Trust (hereinafter
the “Trust”) to be established in order to implement the Plan. If the trust
period of the Trust is extended for the purpose of continuing the Plan,
the share prices for calculating points shall be the average acquisition
unit price (rounded to the nearest whole number) of the shares of NH
Foods Ltd., newly acquired by the Trust, following the extension of thetrust period.
48

(TRANSLATION)(*4) Target value of each indicator to measure the degree of achievement of
the performance goals shall be the quantitative target value for each fiscal
year published in the medium-term management plan of NH Foods Ltd.
Summary of compensation for the Audit & Supervisory Board Members:Compensation for each Audit & Supervisory Board Member shall be a basic
compensation only in consideration of his/her role. No retirement gratuity or performancebased stock compensation shall be paid.
(ii) Aggregate amount of compensation, etc., and number of Directors and Audit &Supervisory Board Members:

Category
Directors(o/w Outside Directors)
Audit & Supervisory
Board Members(o/w Outside Audit &Supervisory Board
Members)
Total(o/w Outside Officers)

NumberAggregate amount Amount of compensation, etc., by type (millions of yen)
Performanceof compensation,
Basic
Appraisaletc.
based stockcompensation(millions of yen) compensationcompensation

9
(3)

241
(39)

186
(39)

30
(–)

25
(–)

6

89

89

–

–

(4)

(39)

(39)

(–)

(–)

15
(7)

330
(78)

275
(78)

30
(–)

25
(–)

(Notes) 1. The aggregate amount of compensation, etc., includes compensation for 1 Director and 1
Audit & Supervisory Board Member who retired at the conclusion of the 78th Ordinary
General Meeting of Shareholders held on June 27, 2023.
2. The maximum amounts of compensation (basic compensation and appraisal compensation)
for Directors are ¥42 million per month (as resolved at the 51st Ordinary General Meetingof Shareholders held on June 27, 1996), and the number of Directors was 25 at the time ofthis resolution.
Meanwhile, NH Foods Ltd. introduced, by the resolution at the 75th Ordinary General
Meeting of Shareholders held on June 25, 2020, the performance-based stock compensation
plan for Directors (excluding Outside Directors) and Executive Officers of NH Foods Ltd.,
separately from the aforementioned maximum amounts of compensation, etc., for Directors.
Under the Plan, NH Foods Ltd. shall contribute trust funds not exceeding ¥220 million per
fiscal year for fiscal years covered by the medium-term management plan (the initialcoverage period of four fiscal years from the fiscal year ended March 31, 2021 to the fiscal
year ending March 31, 2024) of NH Foods Ltd. The shares of NH Foods Ltd. shall beacquired through the trust, and the Delivery, etc. of the Shares, etc. of NH Foods Ltd. shallbe made through such trust, in accordance with the position and degree of achievement withrespect to the target value of the performance indicators in the medium-term management
plan. The number of Directors was five at the time of the aforementioned resolution.
The aggregate amount of the performance-based stock compensation in the above table
represents the amount recorded as expenses, etc., related to the share delivery points that theestimated amount to be granted for the fiscal year under review was clarified based on thePlan.
3. The appraisal compensation shall be monetary compensation that varies according to theannual business performance (consolidated net sales, consolidated business profit, ROE and
ROIC) of NH Foods Ltd. and individually established goal attainment level with respect to49

(TRANSLATION)
management issues, with the aim of providing incentives to encourage enhancement of thecorporate value over the medium- and long-term. The performance-based stockcompensation is a plan in which points shall be granted based on the degree of target
achievement of the business performance (consolidated net sales, consolidated businessprofit and ROE) in the medium-term management plan of NH Foods Ltd., with the aim ofproviding incentives to encourage enhancement of the corporate value over the mediumand long-term. Then, the number of shares of NH Foods Ltd. equivalent to the number ofpoints granted shall be delivered during the term of office and at the time of retirement.
With respect to actual annual business performance for the fiscal year ended March 31,
2024, consolidated net sales amounted to ¥1,303,432 million, consolidated business profit
amounted to ¥44,939 million and ROE amounted to 5.5%. While ROIC figures are notdisclosed as they are segmental indicators that are not disclosed externally, both ROE and
ROIC improved compared to last year’s actual results.
4. The maximum amounts of compensation, etc., for Audit & Supervisory Board Members are¥8 million per month (as resolved at the 53rd Ordinary General Meeting of Shareholders
held on June 26, 1998), and the number of Audit & Supervisory Board Members was fiveat the time of this resolution.

(Reference)
At the Board of Directors’ meeting held in April 2024, the Company passed a resolution topartially amend the Policy of determination of the compensation, etc., for Directors and Audit &Supervisory Board Members. Upon amending the policy, the policy was reported to theCompensation Committee. The details are as follows.
Basic policy on Director and Audit & Supervisory Board Member compensation
At the meeting of the Board of Directors held on February 12, 2021, NH Foods Ltd.
decided on a policy for determining the details of the compensation, etc., for individual
Directors.
The Director and Audit & Supervisory Board Member compensation system of NH
Foods Ltd. is designed to select, train and appoint talented human resources as
management, to give a clearer idea to individual Executive Directors and Executive
Officers about the linkage between Directors’ and Audit & Supervisory Board Members’
compensations, the business performance of NH Foods Ltd. and shareholder value, and toprovide incentives to encourage enhancement of the corporate value over the medium- andlong-term in order to realize the corporate philosophy of NH Foods Ltd. The systemdevelopment, compensation levels, system operation, etc., shall be deliberated by theCompensation Committee, where an independent Outside Director acts as chairman, withthe final decision made by the Board of Directors.
The reasonableness of the level of compensation for each position is verified eachyear, using for referencing the investigation results, etc., by a third party organization.
Procedures at the Compensation Committee
The purpose of the Compensation Committee is to enhance the transparency andobjectivity of decisions on the compensation for Directors and Audit & Supervisory Board
Members (including Executive Officers), and to improve the supervisory function of theBoard of Directors. The majority members of the Compensation Committee consist of
independent officers and the meeting is held at least twice a year. The Board of Directors
50

(TRANSLATION)
select the members of the Compensation Committee, where an Outside Director acts aschairman.
The process used by the Compensation Committee to decide on Directors’ andAudit & Supervisory Board Members’ compensations shall involve the examination ofbusiness results in comparison to annual targets set for each fiscal year by Executive
Directors and Executive Officers and the deliberation on Directors’ and Audit &Supervisory Board Members’ compensations for the following fiscal year to be proposed,
and recommendations are submitted to the Board of Directors. The Board of Directors
shall respect the recommendations of the Compensation Committee and decide on
Directors’ and Audit & Supervisory Board Members’ compensations for the following
fiscal year accordingly. The Company believes that the aforementioned process ensured
that the details of the compensation, etc., for individual Directors for the fiscal year underreview were in line with the policy for determining the details of the compensation, etc.,
for individual Directors.
Summary of compensation for the Directors:
Compensation for Directors (excluding Outside Directors) shall comprisemonetary compensation (a basic compensation and appraisal compensation) andperformance-based stock compensation. The composition ratio (if the standard attainment
level of the business performance is 100%) is 55% for the basic compensation, 28% for
the appraisal compensation and 17% for the performance-based stock compensation. On
the other hand, compensation for each Outside Director shall be a basic compensation onlyin consideration of his/her role. No retirement gratuity shall be paid to any of the Directors.
(1) Monetary compensation shall comprise a basic compensation and appraisal
compensation. The basic compensation shall be a monthly fixed compensation, anddetermined according to the position. The appraisal compensation shall be a variable
compensation (paying a fixed amount on a monthly basis). Depending on the annual
business performance (consolidated net sales, consolidated business profit, ROE and
ROIC) and individually established goal attainment level with respect tomanagement issues, the appraisal compensation shall vary within the range of 0200%, assuming the standard attainment level of the business performance is 100%.
Appraisal shall be made in accordance with the following three items: (i)company-wide performance, (ii) segmental performance (business divisions anddepartments) and (iii) management issues, and each item of the business performanceshall be appraised independently. With regard to performance appraisal indicators,
NH Foods Ltd. has adopted consolidated net sales for sustainable growth of the top
line, consolidated business profit for sustainable growth of the core business, andsince the fiscal year ended March 31, 2013, ROE for improvement in the capitalefficiency, as the company-wide performance. NH Foods Ltd. also has adopted
ROIC for enhancement of the efficiency of invested capital since the fiscal year
ended March 31, 2016, as segmental performance.
(2) Based on the resolution at the 75th Ordinary General Meeting of Shareholders heldon June 25, 2020 (with 22 Corporate Officers as of this resolution), NH Foods Ltd.
introduced the performance-based stock compensation plan (hereinafter the “Plan”)
for Directors (excluding Outside Directors) and Executive Officers, with August 3,
2020 as its starting date. In the Plan, the shares of NH Foods Ltd. and the amount ofmoney equivalent to the proceeds from the disposal of the shares of NH Foods Ltd.
51

(TRANSLATION)(hereinafter collectively the “Shares, etc. of NH Foods Ltd.”) are delivered and paid
(hereinafter collectively the “Delivery, etc.”) to them, in accordance with attainmentof the medium- to long-term business performance.
The performance-based stock compensation is designed as incentives toencourage enhancement of the corporate value over the medium- and long-term.
Under this concept, the Plan shall grant points to Directors (excluding Outside
Directors) and Executive Officers, according to the degree of target achievement of
performance indicators in the medium-term management plan of the Company(consolidated net sales, consolidated business profit and ROE), the Company’s TSR(Total Shareholder Return) evaluation (relative to TOPIX), their position, etc. During
their term of office and at the time of their retirement, the number of the shares of
NH Foods Ltd. equivalent to the number of points granted shall be delivered to them.
Such shares shall not be transferred until one year has passed since their retirement.
The performance-based stock compensation of NH Foods Ltd. includes
malus (reduction of the amount after rights granted yet to be determined) andclawback (return of the amount after determination) provisions. These provisions canbe exercised in the event of one of the predetermined triggers that include certain
wrongdoings, such as serious breach of duties and material violation of the internal
rules. The stock-based compensation subject to return under these provisions shallbe the whole or a part of compensation for the fiscal year in which such wrongdoing
takes place.
The Plan shall grant points to Directors and Executive Officers in June eachyear, according to the degree of target achievement of performance indicators in themedium-term management plan, the Company’s TSR evaluation (relative to TOPIX),
their position, etc. for the fiscal year ending March 31 of the same year. Such points
shall be accumulated during their term of office (hereinafter the “Accumulated
Points”). The number of points to be granted shall vary within the range of 0–150%,
assuming the standard attainment level of the business performance is 100%. The
Delivery, etc. of the Shares, etc. of NH Foods Ltd. to Directors and Executive
Officers shall be made around July immediately after the last day of the final fiscal
year of the medium-term management plan of NH Foods Ltd., in terms of the portion
equivalent to 70% of the Accumulated Points. With respect to the portion equivalent
to 30% of the Accumulated Points, the Delivery, etc. of the Shares, etc. of NH Foods
Ltd. shall be made after the retirement or at the time of death of Directors or
Executive Officers. In case of death of any of Directors or Executive Officers, all of
the shares of NH Foods Ltd. equivalent to the Accumulated Points at the time ofdeath shall be sold in the stock market, and the heir of such deceased Directors or
Executive Officers shall receive payment of money equivalent to the conversion
price to cash. In addition, one point shall represent one share of NH Foods Ltd., andfractions of less than one point shall be rounded down. However, in the event of ashare split or share consolidation for the shares of NH Foods Ltd. during the trust
period, the number of shares of NH Foods Ltd. for one point as well as the maximum
number of the total number of points (shares) to be granted to Directors andExecutive Officers per fiscal year shall be adjusted according to the split ratio,consolidation ratio, etc.
The stock-based compensation under the Plan shall be calculated based on
the following method to determine the number of individual points (shares) to be
granted to Directors and Executive Officers per fiscal year.
52

(TRANSLATION)(Formula for calculating points)
Number of points to be granted (*1) =(Standard stock-based compensation for each position (*2) ÷ Share prices forcalculating points (*3)) × Performance coefficient (*4)(*1) Rounded down to the nearest whole number(*2) Standard stock-based compensation for each position shall be the amountof compensation that serves as a standard for the stock-based
compensation as predetermined by NH Foods Ltd for each position.
(*3) Share prices for calculating points shall be the average acquisition unit
price (rounded to the nearest whole number) of the shares of NH Foods
Ltd., to be acquired by the officers compensation BIP Trust (hereinafter
the “Trust”) to be established in order to implement the Plan. If the trust
period of the Trust is extended for the purpose of continuing the Plan,
the share prices for calculating points shall be the average acquisition
unit price (rounded to the nearest whole number) of the shares of NH
Foods Ltd., newly acquired by the Trust, following the extension of thetrust period.
(*4) Target value of each indicator to measure the degree of achievement of
the performance goals shall be the quantitative target value for each fiscal
year published in the medium-term management plan of NH Foods Ltd.,TSR evaluation (relative to TOPIX) NH Foods Ltd, etc.
Summary of compensation for the Audit & Supervisory Board Members:Compensation for each Audit & Supervisory Board Member shall be a basic
compensation only in consideration of his/her role. No retirement gratuity or performancebased stock compensation shall be paid.
(3) Overview of the Directors and Officers Liability Insurance Contract
NH Foods Ltd. has entered into a directors and officers liability insurance contract stipulated
in Article 430-3, Paragraph 1 of the Companies Act with an insurance company to insure theCompany’s and the Group’s Directors, Audit & Supervisory Board Members, and Executive
Officers, etc. In the event of a claim for damages submitted by a shareholder or a third party, etc.,
said insurance contract shall compensate for damages including compensation for damages andlegal expenses to be borne by the insured. The insurance premiums are fully paid by the Company.

53

(TRANSLATION)(4) Matters concerning the Outside Officers:(i)

Major activities during the year ended March 31, 2024:

Category

Director

Name

Yasuko Kono

Number of
Number ofmeetings of the meetings of theBoard ofAudit &
Directors
Supervisoryattended
Board attended(Number of(Number of
meetings
meetings
attended/number attended/numberof meetings held) of meetings held)
18/18

–

Ms. Kono, from time to time, expressedvaluable suggestions regarding promotion andimplementation of the NH Foods Group’s “FiveMaterialities,” which we have identified associal issues to be addressed toward to therealization of the NH Foods Group “Vision
2030,” established as a milestone for achieving
the corporate philosophy, as well as
management in general, from her abundant
experience and knowledge of consumer affairs.
She also served as the chairperson of the
Executive Appointments Committee, and amember of the Compensation Committee, theCompliance Committee, and the Sustainability
Committee.

–

Mr. Arase, from time to time, expressedvaluable suggestions regarding “Establish a
growth model for Overseas Business,” which isone of the management policies of the“Medium-Term Management Plan 2023,”
which was formulated from a backcasting
perspective toward the realization of the NH
Foods Group “Vision 2030,” established as amilestone for achieving the corporate
philosophy, as well as management in general,from his abundant experience and deep insightin global-scale corporate management that may
cope with changes gained through serving as a
Director in charge of overseas business at amajor manufacturer of medical equipment.
He also served as the chairperson of theCompensation Committee and a member of the
Executive Appointments Committee and theSustainability Committee.

(100%)

Hideo Arase

18/18(100%)

54

Main activities

(TRANSLATION)

Category

Director

Name

Tokushi Yamasaki

Number of
Number ofmeetings of themeetings of theBoard ofAudit &
Directors
Supervisory Board
attendedattended(Number of(Number of
meetings
meetings
attended/number attended/number ofof meetings held) meetings held)
18/18

–

Mr. Yamasaki, from time to time,
expressed valuable suggestions regarding“Shift to a sustainable business modelwith profitability,” which is one of the
management policies of the “MediumTerm Management Plan 2023,” which wasformulated from a backcasting perspective
toward the realization of the NH Foods
Group “Vision 2030,” established as amilestone for achieving the corporate
philosophy, as well as management ingeneral, from his professional standpoint
as a securities analyst and abundant
experience.
He also served as a member of the
Executive Appointments Committee, theCompensation Committee, and theSustainability Committee.

18/18

18/18

(100%)(100%)

Mr. Kitaguchi, from time to time,
expressed his opinions toward ensuring
the legality and appropriateness of groupmanagement from his professional
standpoint as an attorney at law who
advises on a wide range of legal affairs, aswell as a certified public accountant, andabundant experience with fairness andobjectivity.
He also served as a member of the
Executive Appointments Committee.

18/18

18/18

(100%)(100%)

13/13

12/13

(100%)(92%)(100%)

Audit &
Supervisory
Board
MemberMasayuki
Kitaguchi

Shigeru Nishiyama

Katsumi Nakamura

Main activities

Mr. Nishiyama, from time to time,
expressed his opinions toward ensuring
the legality and appropriateness of groupmanagement from his professional
standpoint as a certified public accountant
and a professor of a graduate school, andabundant experience with fairness andobjectivity.
He also served as an observer of the
Sustainability Committee.
Mr. Nakamura, from time to time,
expressed his opinions toward ensuring
the legality and appropriateness of groupmanagement from his professional
standpoint as an attorney at law withexpertise in the fields of risk and crisis
management and compliance andabundant experience with fairness andobjectivity.
He also served as an observer of theCompliance Committee.

(Note) Regarding the number of attendances at the Board of Directors meetings and the Audit & Supervisory
Board meetings for Mr. Katsumi Nakamura, only those meetings held subsequent to his assumptionof office on June 27, 2023 are counted.

55

(TRANSLATION)(ii) Outline of the content of liability limitation agreements
NH Foods Ltd., to allow it to hire useful human resources as Outside Officers, provides in
its Articles of Incorporation currently in effect that it may enter into an agreement with any
Outside Officer to limit the liability for any damage to NH Foods Ltd. to a certain extent.
Accordingly, NH Foods Ltd. has entered into such liability limitation agreements with
Outside Directors Ms. Yasuko Kono, Messrs. Hideo Arase and Tokushi Yamasaki, andOutside Audit & Supervisory Board Members Messrs. Masayuki Kitaguchi, Shigeru
Nishiyama and Katsumi Nakamura.
The outline of the content of such agreements is as follows:(a) If any Outside Director or Outside Audit & Supervisory Board Member is liable to
NH Foods Ltd. for any damage arising from a default in his/her duties, he/she shallbe liable within the minimum liability amount as provided for in Article 425,
paragraph 1 of the Companies Act of Japan.
(b) The above-mentioned liability limitation shall apply only if and when the Outside
Director or Outside Audit & Supervisory Board Member is in good faith and with nogross negligence in the performance of his/her duties that caused such liability.

56

(TRANSLATION)(Reference) Corporate Governance System of NH Foods Ltd.
1. Basic views on corporate governance
The Company has established the most appropriate corporate governance system based on the“NH Foods Group Fundamental Policy on Corporate Governance” in order to exercise social
responsibility of the Group and realize the Group’s corporate philosophy.
The principles of operations are to enhance its management transparency and efficiency, toensure timely and proper decision-making as well as appropriate business operations, to enableproactive and courageous business judgments and to clarify its responsibility.
2. Organization chart (as of April 1, 2024)
General Meeting of Shareholders(Offering of opinions, advice)
Compliance Committee
Audit & Supervisory Board
Inside Audit & Supervisory
Board Member
Outside Audit & Supervisory
Board Member(Reporting hotline)

Management
oversight

Board of Directors

Sustainability Committee

Inside Directors
Outside Directors

Executive Appointments Committee
Compensation Committee
Board of Independent Officers,
Chairperson and President

Auditing by
Audit &
Supervisory
Board
Members

Supervisory
management

Execution of operation

Board of Independent Officers

President and Representative Director

Internal Control/JSOX Committee

Risk Management Committee

Group Audit &Supervisory Board
Member's Office
Quality Assurance
Department

Internal auditing,Internal monitoring

Auditing

Accounting Auditors

Management Committees
Audit Department

Management
Strategy Committee

Investmen & FinanceCommittee

Corporate Executive
Committee

Corporate GovernanceCommittee

Compliance Department（Internal reporting
hotline)External
reporting hotline(Private)
Corporate Sections
Business Divisions/Subsidiaries
and Associated Companies

Compliance Promotion Committee（Employees）

Operation and maintenance of internal control system and risk management

57

External
reporting hotline(Law firm)

(TRANSLATION)
3. Optional committees
In order to supplement the functions of the Board of Directors for the realization of higher
transparency of management, the Company has established the following six optional committees.
Compliance Committee
Sustainability Committee
To comprehensively discusses the
To consider the Group’s initiatives
compliance for the Group as a whole andtowards sustainability in a comprehensive
to submit recommendations to the Board ofmanner and to report to and advise the
Directors and management committees.
Board of Directors.
Executive Appointments Committee
Compensation Committee
To enhance the transparency and
To enhance the transparency andobjectivity of decisions on candidates forobjectivity of decisions on the
Representative Directors/Directors/Audit
compensation for the Corporate Officers& Supervisory Board Members, as well as(including the Executive Officers), and toon the dismissal of President andimprove the supervisory function of theRepresentative Director along with theBoard of Directors.
senior management team (comprising
Executive Directors and Executive
Officers) and the deliberation on suchdismissal, and to improve the supervisory
function of the Board of Directors.
Board of Independent Officers, Chairperson
Board of Independent Officers
and President
To exchange information and to share
To improve the Group’s corporate value
understandings between Independentand to provide a venue for proposing
Officers from an independent andreformation of corporate culture throughobjective perspective.
free and open discussions among theIndependent Officers, Chairperson, andPresident.

58

(TRANSLATION)
Composition of Optional Committees (As of April 1, 2024)

Position

Name

Compliance
Committee

Chairperson
and Director
President andRepresentative
Director
Vice President
and Director

Tetsuhiro
Kito

◎

◎

Nobuhisa
Ikawa

〇

〇

Director
Director
Director(Outside)
Director(Outside)
Director(Outside)
Audit &
Supervisory
Board Member(Outside)
Audit &
Supervisory
Board Member(Outside)
Audit &
Supervisory
Board Member(Outside)

Masahito
Kataoka
Fumio
Maeda
Kohei
Akiyama
Yasuko
Kono*
Hideo
Arase*
TokushiYamasaki*

Sustainability
Committee

Executive
Appointments
Committee

Board ofIndependent
Officers,
Chairperson andPresident

Board ofIndependent
Officers

〇
〇

〇

〇
〇

〇

〇

〇

ObserverObserver

〇

◎

〇

〇

◎

〇

◎

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
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Masayuki
Kitaguchi*〇

Shigeru
Nishiyama*

KatsumiNakamura*

Compensation
Committee

ObserverObserver◎Committee Chairperson 〇Committee Member *Independent Officer

59

(TRANSLATION)
4. Criteria on Independence of Outside Officers(Based on the resolution at the meeting of the Board of Directors held on December 14, 2018)“Criteria on Independence of Outside Officers”
NH Foods Ltd. determines that an Outside Officer or a candidate for Outside Officer of NH Foods
Ltd. is independent of NH Foods Ltd. in cases where said Outside Officer or said candidate isdeemed not to fall into any of the following:
1. A person who is or was a director (excluding outside director), executive, executive officer, or
employee (the “executor of business”) of NH Foods Ltd., its subsidiary or its equity method
affiliate (the “Group”);
2. A major shareholder of NH Foods Ltd. (Note 1) or the executor of business thereof, or the
executor of business of an entity of which the Group is a major shareholder in the past fivefiscal years including the current fiscal year;
3. A principal business partner (Note 2) of the Group or the executor of business thereof, in thepast five fiscal years including the current fiscal year;
4. A recipient of a donation of ¥10 million or more in a fiscal year from the Group in the past fivefiscal years including the current fiscal year (in cases where said recipient is a corporation,
association, or any other organization, this shall mean a person who belongs to suchorganization);
5. An attorney at law, certified public accountant, consultant of various types, or any otherprofessional service provider who received a fee of ¥10 million or more in a fiscal year fromthe Group, apart from the executive compensation, in the past five fiscal years including thecurrent fiscal year (in cases where said service provider is a corporation, association, or any
other organization, this shall mean a person who belongs to such organization);
6. (i) In the case of determining the independence of an Outside Director, a spouse or relative
within the third degree of kinship of any person of material importance (Note 3) among
those that fall into any of the above 1. through 5.;(ii) In the case of determining the independence of an Outside Audit & Supervisory Board
Member, a spouse or relative within the third degree of kinship of any person of material
importance (Note 3) among those that fall into any of the above 1. through 5., or a spouseor relative within the third degree of kinship of a person who is or was a director (including
an outside director) or accounting advisor of the Group; and7. The executor of business of an entity in a relationship of reciprocal appointment of outside
officers (Note 4) with NH Foods Ltd;
(Notes) 1. “Major shareholder” refers to a direct or indirect holder of voting rights accounting for no lessthan 10% of all voting rights.
2. “Principal business partner” refers to a company whose amount of payment or receipt intransactions with the Group accounts for 2% or more of the consolidated net sales of the Groupor the business partner.
3. “Person of material importance” refers to an executive director, executive, executive officer,
or employee in the position of General Manager or higher in the case of 1. through 4. above,
while referring to a certified public accountant belonging to each accounting firm, or attorneyat law belonging to each law firm in the case of 5. above.
4. “Reciprocal appointment of outside officers” refers to accepting as outside officer of NH Foods
Ltd. an executor of business of a company in which the executor of business of the Groupcurrently serves as an outside officer.

60

(TRANSLATION)
5. Matters concerning the Accounting Auditors:(1) Name of the Accounting Auditors: Deloitte Touche Tohmatsu LLC(2) Amount of compensation, etc., of the Accounting Auditors:(i)Amount of compensation, etc.

¥217 million(ii)

Total amount of money and other proprietary benefits
payable by NH Foods Ltd. and its subsidiaries¥376 million(Notes) 1. The amount of auditing compensation under the Companies Act of Japan and the amountof auditing compensation under the Financial Instruments and Exchange Act of Japan are
not specifically separated in the audit contract between NH Foods Ltd. and the Accounting
Auditors and cannot be separated practically. Hence, the aggregate of the amounts is set
forth in item (i) above.
2. Among the important subsidiaries of NH Foods Ltd., NH Foods Australia Pty. Ltd. and
Day-Lee Foods, Inc. are subject to audits by the audit firm other than the Accounting
Auditors of NH Foods Ltd.
3. As a result of conducting the necessary verification on the contents of the audit plan of the
Accounting Auditors, the evaluation and analysis of the performance of their duties in theprevious fiscal year, and the appropriateness of the calculation basis of their estimatedcompensation, the Audit & Supervisory Board agreed to the amount of compensation, etc.
of the Accounting Auditors.

(3) Content of services other than auditing:
NH Foods Ltd. has paid compensation to the Accounting Auditors for advisory and guidanceservices pertaining to cyber BCP, which are not covered by Article 2, paragraph 1 of the Certified
Public Accountant Act of Japan.
(4) Policy on determination of dismissal and non-reappointment:
If the Audit & Supervisory Board determines that the circumstances set forth in any item of
Article 340, paragraph 1 of the Companies Act of Japan apply to the Accounting Auditors, it shalldismiss the Accounting Auditors subject to the unanimous consent of Audit & Supervisory Board
Members.
If the Audit & Supervisory Board deems it necessary to change the Accounting Auditors,
such as in case where it is considered difficult for the Accounting Auditors to perform their duties
properly after conducting comprehensive evaluation in accordance with the Accounting Auditors’
qualification, expertise, independence from NH Foods Ltd. and other evaluation criteria, it shalldetermine the content of a proposition related to the dismissal or non-reappointment of the
Accounting Auditors to be submitted to the General Meeting of Shareholders.

61

(TRANSLATION)
6. Systems and policies of NH Foods Ltd.
(1) Establishment of the systems to secure the appropriateness of business activities and the statusof the implementation of such systems:
This item is posted on our website(https://www.nipponham.co.jp/eng/ir/events/generalmeeting/).
(2)

Fundamental policy on corporate control:

This item is posted on our website(https://www.nipponham.co.jp/eng/ir/events/generalmeeting/).
(3)(i)

Matters concerning the distribution of retained earnings, etc.:
Policy on determination of the distribution of retained earnings, etc.
The Company considers the return of profits to shareholders to be an importantmanagement issue. With regard to the determination of the distribution of retained
earnings, etc., it is the Company’s policy to pay dividends on a consistent basis. This isseen as part of the Company’s capital policy aimed at realizing an optimal capital andliability composition with the aim of improving medium- to long-term corporate value.
Recently, the Company formulated the “Medium-Term Management Plan 2026”, tocreate the value which shareholders required, establishing the cost of capital and optimal
capital and liability composition anew, and the Company intends to increase efficiency of
the invested capital consciously of the management.
Furthermore, to enhance the return of profits to shareholders, the Company revises its
dividend policy as described below.
As for the dividend on equity ratio (DOE) currently adopted by the Company, during the“Medium-Term Management Plan 2026” period, the Company targets to improve it to a
3.0% level, and raise a payout ratio of 40% or above to distribute profits to enhance thereturn of profits to shareholders on a consistent basis.
The Company also considers debt to equity ratio (D/E ratio) as a structure optimal capitaland liability composition, to balance reducing cost of capital and maintaining
creditworthiness for financing. Under this policy, the Company will acquire treasury
stock in a flexible manner to optimize the level of equity maintained, and strive toenhance our corporate value.

(ii) Status of distribution of retained earnings
With regard to dividends for the year ended March 31, 2024, NH Foods Ltd. will pay a
dividend of ¥119 per share (with DOE of 2.4% and the payout ratio of 43.5%) based on
the abovementioned policy.
=====================================================================(Note)In this business report, amounts are indicated by rounding fractions of a half or more of
the indicated unit upward and the rest downward, and percentages and other figures areindicated by rounding fractions of a half or more of the indicated unit upward and therest downward; however, the number of shares is indicated by discarding any fractionof the indicated unit.
62

(TRANSLATION)CONSOLIDATED STATEMENT OF FINANCIAL POSITION(as of March 31, 2024)(Millions of Yen)
Assets:Current Assets:
Cash and cash equivalents

65,465Trade and other receivables

165,022

Inventories

141,429

Biological assets

25,420

Other financial assets

5,711

Other current assets

20,318Assets held for sale

65

Total Current Assets

423,430

Non-current Assets:
Property, plant and equipment

375,211

Right-of-use assets

44,814

Biological assets

1,531

Intangible assets and goodwill

25,822

Investments accounted for using the equity method

9,835

Other financial assets

30,019Deferred tax assets

28,072Other non-current assets

19,503

Total Non-current Assets

534,807
Total Assets

958,237

63

(TRANSLATION)(Millions of Yen)
Liabilities and Equity:
Current Liabilities:
Interest-bearing liabilities

59,247

Trade and other payables

116,773

Income taxes payable

7,143

Other financial liabilities

14,964

Other current liabilities

48,705

Total Current Liabilities

246,832

Non-current Liabilities:
Interest-bearing liabilities

155,605

Retirement benefit liabilities

12,491Other financial liabilities

1,184

Deferred tax liabilities

874

Other non-current liabilities

2,049

Total Non-current Liabilities

172,203

Total Liabilities

419,035

Equity:Common stock

36,294

Capital surplus

71,110Retained earnings

390,305

Treasury stock, at cost

(1,403)

Accumulated other comprehensive income

31,197

Total Equity Attributable to Owners of the Parent

527,503

Non-controlling Interests

11,699(Note)

Total Equity

539,202

Total Liabilities and Equity

958,237

Figures are given by rounding fractions of a half or more of one million yen upward andthe rest downward.

64

(TRANSLATION)CONSOLIDATED STATEMENT OF INCOME(from April 1, 2023 to March 31, 2024)(Millions of Yen)
Net Sales

1,303,432

Cost of Goods Sold

1,099,801

Selling, General and Administrative Expenses

172,074

Other Income

20,685

Other Expenses

12,010Financial Income

3,219

Financial Costs

2,979

Share of Profit in Investments Accounted for Using the Equity Method

127

Profit before Tax

40,599

Income Tax Expense

11,253

Profit from Continuing Operations

29,346

Profit from Discontinued Operations

102

Profit29,448

Profit Attributable to:
Owners of the Parent
Continuing Operations

27,976

Discontinued Operations

102

Total

28,078Non-controlling Interests
Continuing Operations

1,370

Discontinued Operations

–

Total

1,370

Profit29,448(Note) Figures are given by rounding fractions of a half or more of one million yen upward andthe rest downward.

65

(TRANSLATION)NON-CONSOLIDATED BALANCE SHEET(as of March 31, 2024)(Millions of Yen)
Assets:Current Assets:
Cash on hand and in banks
Accounts receivable–trade
Merchandise and finished goods
Work-in-process
Raw materials and supplies
Short-term loans receivable from subsidiaries and associates
Accounts receivable–other
Income taxes refund receivable
Other current assets
Allowance for doubtful accounts
Fixed Assets:
Property, Plant and Equipment
Buildings
Structures
Machinery and equipment
Vehicles and transportation equipment
Tools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible Assets
Software
Software in progress
Other intangible assets
Investments and Other Assets
Investment securities
Shares of subsidiaries and associates
Long-term loans receivable
Long-term prepaid expenses
Prepaid pension expenses
Deferred tax assets
Other investments
Allowance for doubtful accounts
Total Assets

66

323,101
19,298102,637
40,649131
10,442
130,614
12,876
4,414
2,043
(3)
275,270
27,774
7,583
1,033
3,661
13
1,004
14,41840
22
21,852
6,294
15,430128
225,644
21,10055,479141,821
137
7,565
590
4,445
(5,493)598,371

(TRANSLATION)(Millions of Yen)
Liabilities:
Current Liabilities:
Notes payable–trade
Accounts payable–trade
Short-term loans payable
Current portion of long-term debt
Lease obligations
Accounts payable–others
Accrued expenses
Income taxes payable
Deposits received
Deposits received from subsidiaries and associates
Other current liabilities
Long-term Liabilities:
Corporate bonds
Long-term debt
Lease obligations
Long-term accounts payable
Other long-term liabilities
Total Liabilities
Net Assets:
Shareholders’ Equity:
Common stock
Capital surplus
Capital reserve
Other capital surplus
Retained earnings
Appropriated for legal reserve
UnappropriatedReserve for deferral of capital gain on property
Reserve for promotion of open innovation
General reserve
Net retained earnings forwarded
Treasury stock, at cost
Valuation and Translation Adjustments:
Unrealized gains on other marketable securities
Total Net Assets
Total Liabilities and Net Assets

230,276
241
122,967
26,840
643
11
4,419
9,503
395
562
64,483
212
123,20265,00057,639303
530353,478
237,067
36,29455,212
55,2120
146,964
6,041
140,923726
2595,00045,172(1,403)7,826
7,826
244,893598,371(Note) Figures are given by rounding fractions of a half or more of one million yen upward and therest downward.

67

(TRANSLATION)NON-CONSOLIDATED STATEMENT OF INCOME(from April 1, 2023 to March 31, 2024)(Millions of Yen)
Net Sales

835,263

Cost of Goods Sold781,977

Gross Profit

53,286

Selling, General and Administrative Expenses

53,507221

Operating Loss
Non-operating Income
Interest and Dividend Income

23,692Other Non-operating Income

97824,670Non-operating Expenses
Interest Expense

1,546

Provision of Allowance for Doubtful Accounts

134

Other Non-operating Expenses

820

2,500
21,949Ordinary Income
Extraordinary Income
Gain on Sales of Fixed Assets

60

Gain on Sales of Investment Securities

937

Compensation for Damage Income

476

1,473

Extraordinary Losses
Loss on Sales of Fixed Assets

55

Loss on Disposal of Fixed Assets

106

Impairment Losses
Loss on Sales of Shares of Subsidiaries andAssociates
Loss on Fire

180
465

Loss on liquidation of Subsidiaries andAssociates

237

Other Extraordinary Losses

40

385

1,468
21,954

Profit before Tax
Current Income Taxes(1,755)

Deferred Income Taxes

1,934

179
21,775

Profit(Note) Figures are given by rounding fractions of a half or more of one million yen upward and therest downward.

68

(TRANSLATION)
INDEPENDENT AUDITOR'S REPORTMay 7, 2024

To the Board of Directors of
NH Foods Ltd.:

Deloitte Touche Tohmatsu LLCOsaka office

Designated Engagement Partner,
Certified Public Accountant:
Takashige Ikeda

Designated Engagement Partner,
Certified Public Accountant:
Naoki Kawai

Designated Engagement Partner,
Certified Public Accountant:
Yuya Minobe

OpinionPursuant to the fourth paragraph of Article 444 of the Companies Act, we have audited theconsolidated financial statements of NH Foods Ltd. and its consolidated subsidiaries (the"Group"), namely, the consolidated statement of financial position as of March 31, 2024, and theconsolidated statement of income and consolidated statement of changes in equity for the fiscal
year from April 1, 2023 to March 31, 2024, and the related notes.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Group as of March 31, 2024, and its
consolidated financial performance for the year then ended in accordance with accounting
standards prescribed pursuant to the provisions of the second sentence of the first paragraph of69

(TRANSLATION)
Article 120 of the Ordinance on Company Accounting that omit a part of the disclosuresrequired under Designated International Financial Reporting Standards.
Basis for 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 Group in accordance with the provisions of the Code of Professional Ethics in Japan, and wehave fulfilled our other ethical responsibilities as auditors. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
Management is responsible for the other information. Audit & Supervisory Board members andthe Audit & Supervisory Board are responsible for overseeing the Directors’ execution of duties
relating to the design and operating effectiveness of the controls over the other information. The
other information comprises the information included in the Business Report and theaccompanying supplemental schedules.
Our opinion on the consolidated financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to readthe other information and, in doing so, consider whether the other information is materiallyinconsistent with the consolidated financial statements or our knowledge obtained in the audit orotherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in thisregard.
Responsibilities of Management and 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
statements in accordance with accounting standards prescribed pursuant to the provisions of thesecond sentence of the first paragraph of Article 120 of the Ordinance on Company Accountingthat omit a part of the disclosures required under Designated International Financial ReportingStandards, and for such internal control as management determines is necessary to enable thepreparation of 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 theGroup's ability to continue as a going concern, disclosing, as applicable, matters related to going
concern in accordance with accounting standards prescribed pursuant to the provisions of thesecond sentence of the first paragraph of Article 120 of the Ordinance on Company Accountingthat omit a part of the disclosures required under Designated International Financial ReportingStandards.
70

(TRANSLATION)
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible foroverseeing the Directors' execution of duties relating to the design and operating effectiveness ofthe controls over the Group's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives 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 toissue an auditor's report that includes our opinion. 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 economic decisions of users taken on the basis of these consolidated
financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we
exercise professional judgment and maintain professional skepticism throughout the audit. We
also:• Identify and assess the risks of material misstatement of the consolidated financial statements,

whether due to fraud or error, design and perform audit procedures responsive to those risks.
The procedures selected depend on the auditor's judgment. In addition, we obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control

relevant to the audit in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of theGroup's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 tocontinue 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 related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to modify our opinion. 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 Group to cease to continue as a going concern.
• Evaluate whether the overall presentation and disclosures of the consolidated financial

statements are in accordance with accounting standards prescribed pursuant to the provisionsof the second sentence of the first paragraph of Article 120 of the Ordinance on Company
Accounting that omit a part of the disclosures required under Designated International
Financial Reporting Standards (*3), as well as the overall presentation, structure and content
of the consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and events in a mannerthat achieves fair presentation.
71

(TRANSLATION)• Obtain sufficient appropriate audit evidence regarding the financial information of the entities

or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the groupaudit. We remain solely responsible for our audit opinion.
We communicate with 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.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board witha statement that we have complied with relevant ethical requirements regarding independence,and communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, actions taken to eliminate threats or
safeguards applied.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Group which is
required to be disclosed pursuant to the provisions of the Certified Public Accountants Act ofJapan.

Notes to the Readers of Independent Auditor's Report
This is an English translation of the independent auditor's report as required by the Companies
Act of Japan for the conveniences of the reader.

72

(TRANSLATION)

INDEPENDENT AUDITOR'S REPORTMay 7, 2024

To the Board of Directors of
NH Foods Ltd.:

Deloitte Touche Tohmatsu LLCOsaka office

Designated Engagement Partner,
Certified Public Accountant:
Takashige Ikeda

Designated Engagement Partner,
Certified Public Accountant:
Naoki Kawai

Designated Engagement Partner,
Certified Public Accountant:
Yuya Minobe

OpinionPursuant to the first item, second paragraph of Article 436 of the Companies Act, we haveaudited the non-consolidated financial statements of NH Foods Ltd. (the "Company"), namely,
the non-consolidated balance sheet as of March 31, 2024, and the non-consolidated statement ofincome and non-consolidated statement of changes in net asset for the 79th fiscal year from
April 1, 2023 to March 31, 2024, and the related notes and the accompanying supplemental
schedules.
In our opinion, the accompanying non-consolidated financial statements present fairly, in allmaterial respects, the financial position of the Company as of March 31, 2024, and its financial
performance for the year then ended in accordance with accounting principles generally accepted73

(TRANSLATION)
in Japan.
Basis for 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 in accordance with the provisions of the Code of Professional
Ethics in Japan, and we have fulfilled our other ethical responsibilities as auditors. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Other Information
Management is responsible for the other information. Audit & Supervisory Board members andthe Audit & Supervisory Board are responsible for overseeing the Directors' execution of duties
relating to the design and operating effectiveness of the controls over the other information. The
other information comprises the information included in the Business Report and theaccompanying supplemental schedules.
Our opinion on the non-consolidated financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the non-consolidated financial statements, our responsibility is toread the other information and, in doing so, consider whether the other information is materiallyinconsistent with the non-consolidated financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in thisregard.
Responsibilities of Management and 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, andfor such internal control as management determines is necessary to enable the preparation of
non-consolidated financial statements that are free from material misstatement, whether due tofraud or error.
In preparing the non-consolidated financial statements, management is responsible for assessing
the Company's ability to continue as a going concern, disclosing, as applicable, matters related togoing concern in accordance with accounting principles generally accepted in Japan.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible foroverseeing the Directors' execution of duties relating to the design and operating effectiveness ofthe controls over the Company's financial reporting process.
74

(TRANSLATION)
Auditor's Responsibilities for the Audit of the Non-consolidated Financial Statements
Our objectives 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 toissue an auditor's report that includes our opinion. 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 economic decisions of users taken on the basis of these nonconsolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we
exercise professional judgment and maintain professional skepticism throughout the audit. We
also:• Identify and assess the risks of material misstatement of the non-consolidated financial

statements, whether due to fraud or error, design and perform audit procedures responsive tothose risks. The procedures selected depend on the auditor's judgment. In addition, we obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control

relevant to the audit in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of theCompany's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's ability tocontinue 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 related disclosures in the non-consolidated
financial statements or, if such disclosures are inadequate, to modify our opinion. 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 Company to cease to continue as a going
concern.
• Evaluate whether the overall presentation and disclosures of the non-consolidated financial

statements are in accordance with accounting principles generally accepted in Japan, as well as
the overall presentation, structure and content of the non-consolidated financial statements,
includingthe disclosures, and whether the non-consolidated financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
We communicate with 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.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board with
75

(TRANSLATION)
a statement that we have complied with relevant ethical requirements regarding independence,and communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, actions taken to eliminate threats or
safeguards applied.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company whichis required to be disclosed pursuant to the provisions of the Certified Public Accountants Act ofJapan.

Notes to the Readers of Independent Auditor's Report
This is an English translation of the independent auditor's report as required by the Companies
Act of Japan for the conveniences of the reader. "The accompanying supplemental schedules"
referred to in the "Opinion" section of this English translation are not included in the attachedfinancial documents.

76

(TRANSLATION)
Copy of Audit Report of the Audit & Supervisory Board
AUDIT REPORTWith respect to the Directors’ performance of their duties during the 79th fiscal year from April
1, 2023 to March 31, 2024, the Audit & Supervisory Board has prepared this audit report after
deliberations based on the audit reports prepared by each Audit & Supervisory Board Member,and hereby report as follows:
1. Method and Contents of Audit by Audit & Supervisory Board Members and the Audit &Supervisory Board:(1) The Audit & Supervisory Board has established the audit policies, assignment of duties,
etc., for the business year under review and received a report from each Audit &Supervisory Board Member regarding the status of implementation of their audits andresults thereof. In addition, the Audit & Supervisory Board has received reports from the
Directors, etc., and the Accounting Auditor regarding the status of performance of theirduties, and requested explanations as necessary.
(2) In conformity with the Audit & Supervisory Board Members and auditing standards
established by the Audit & Supervisory Board, and in accordance with the audit policies
and assignment of duties, etc., for the business year under review, each Audit &Supervisory Board Member endeavored to facilitate a mutual understanding with the
Directors, the Audit Department, the Compliance Department, the Group Audit &Supervisory Board Members’ Office, and other employees, etc., endeavored to collectinformation and maintain and improve the audit environment, and performed the audit byusing the following methods.
(i) Each Audit & Supervisory Board Member attended the meetings of the Board of
Directors and other important meetings and various committee meetings, received
reports on the status of performance of duties from the Directors and other employees,
requested explanations and examined important approval/decision documents asnecessary, and inspected the status of the corporate affairs and assets at the head officeand other principal business locations. With respect to the subsidiaries, each Audit &Supervisory Board Member endeavored to facilitate a mutual understanding andexchanged information with the Directors and Audit & Supervisory Board Members,
etc., of each subsidiary and received from subsidiaries reports on their respective
business as necessary. The above tasks were carried out utilizing various means via theInternet, etc. as well, as necessary.
(ii) Each Audit & Supervisory Board Member received reports periodically, requested
explanations as necessary and expressed opinions on the status of the system to ensurethat the Directors’ performance of their duties, described in the business report, compliedwith all laws, regulations and the articles of incorporation of NH Foods Ltd., theresolutions of the Board of Directors meetings complied with Article 100, paragraphs 1
and 3 of the Ordinance for Enforcement of the Companies Act of Japan as being necessaryfor ensuring the appropriateness of the corporate affairs of the group comprising a jointstock company and its subsidiaries, the internal control systems maintained by the77

(TRANSLATION)
resolutions, and the structure and operation of the systems in accordance with the rules ofconducting audits concerning internal control systems stipulated by the Audit &Supervisory Board, according to reports from Directors and employees.
(iii) The contents of the basic policies set forth in Article 118, item 3 (a) of the Ordinancefor Enforcement of the Companies Act of Japan, as described in the business report,
were considered in light of the circumstances, etc., of deliberations by the Board of
Directors and other bodies.
(iv) Each Audit & Supervisory Board Member monitored and verified whether the
Accounting Auditor maintained its independence and properly conducted its audit,
received a report from the Accounting Auditor on the status of its performance of duties,
and requested explanations as necessary. Each Audit & Supervisory Board Member
was notified by the Accounting Auditor that it had established a “system to ensure thatthe performance of the duties of the Accounting Auditor was properly conducted” (thematters listed in the items of Article 131 of the Ordinance on Company Accounting)in accordance with the “Quality Control Standards for Audits” (Business Accounting
Council), and requested explanations as necessary. In addition, each Audit &Supervisory Board Member discussed key audit matters with Deloitte Touche
Tohmatsu LLC, received reports on the status of implementation of their audits, andrequested explanations as necessary.
Based on the methods described above, each Audit & Supervisory Board Member
examined the business report and the accounting documents (non-consolidated balance
sheet, non-consolidated statement of income and changes in net assets, and scheduleof individual notes) and the annexed specifications thereto, as well as the consolidated
accounting documents (consolidated statements of financial position, consolidated
statements of income and changes in equity, and schedule of consolidated notes), forthe business year under consideration.
2. Results of Audit:(1) Results of Audit of Business Report, etc.
(i) We acknowledge that the business report and the accompanying supplemental
schedules thereto fairly present the status of NH Foods Ltd. in conformity with theapplicable laws and regulations and the articles of incorporation of NH Foods Ltd.
(ii) We acknowledge that no misconduct or material fact constituting a violation of any
law or regulation or the articles of incorporation of NH Foods Ltd. was found withrespect to the Directors' performance of their duties.
(iii) We acknowledge that the Board of Directors’ resolutions with respect to the internal
control systems are appropriate. We did not find any matter to be mentioned withrespect to the Directors' performance of their duties, described in the business reportconcerning the internal control systems.

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(TRANSLATION)(iv) We did not find any matter to be mentioned with respect to the fundamental policy on
corporate control as described in the business report.
(2) Results of Audit of Accounting Documents and their Accompanying Supplemental
Schedules
We acknowledge that the methods and results of audit performed by the Accounting
Auditor, Deloitte Touche Tohmatsu LLC, are appropriate.
(3) Results of Audit of Consolidated Accounting Documents
We acknowledge that the methods and results of audit performed by the Accounting
Auditor, Deloitte Touche Tohmatsu LLC, are appropriate.
May 9, 2024
The Audit & Supervisory Board
NH Foods Ltd.
Sadanori Miyagai(seal)
Full-time Audit & Supervisory Board Member
Nobuyuki Tazawa(seal)
Full-time Audit & Supervisory Board Member
Masayuki Kitaguchi(seal)(Outside) Audit & Supervisory Board Member
Shigeru Nishiyama(seal)(Outside) Audit & Supervisory Board Member
Katsumi Nakamura(seal)(Outside) Audit & Supervisory Board Member(Note)

Audit & Supervisory Board Members Masayuki Kitaguchi, Shigeru Nishiyama and
Katsumi Nakamura are Outside Audit & Supervisory Board Members as provided forin Article 2, item 16 and Article 335, paragraph 3 of the Companies Act of Japan.

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