The summary of the Agenda is provided solely for information purposes. Should there be any
discrepancies between the summary and the original Agenda in Japanese, the latter shall prevail.
June 4, 2014
Dear Institutional Investors

NISSIN FOODS HOLDINGS CO., LTD.
Notice of the 66th Ordinary General Meeting of Shareholders

The Shareholders’ Meeting of NISSIN FOODS HOLDINGS CO., LTD. will be held on Thursday, June26, 2014. Although we already sent the Notice of Convocation to our shareholders, we understand theoverseas proxy process can be complicated, and therefore, we would like to present a brief summary of
the Agenda to be approved along with relevant reference materials.
useful in your decision-making.

We hope this reference will be

Please use the prescribed procedures you have determined forcarrying out the proxy procedures.
Furthermore, we are participating in the electronic proxy voting platform provided by ICJ for theconvenience of shareholders.

It allows overseas shareholders to vote through a system similar to thatused in the United States, and we would be pleased if you could make use of it.

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

Agenda to be Resolved

1. Appropriation of retained earnings
With a final dividend payout of JPY 35 (totaling JPY 3,857,758,520), this year’s total dividend will be
JPY 75, including the interim dividend of JPY 40.

That will make the payout ratio 42.9%, based onconsolidated earnings.
We will endeavor to maintain stable dividends to shareholders in the future by aiming to have a payout
ratio of around 40%, based on consolidated earnings.

2. Election of twelve directors
There are twelve candidates for directors, including Mr. Koki Ando who is the current President andRepresentative Director. If approved, the number of directors will increase to twelve from the current
number of eleven, enabling the company to be more prepared to enhance and expand corporate structure
and to promote globalization of the company`s business activities.

Outside director candidates are Mr.

Ken Kobayashi, Mr. Masahiro Okafuji and Ms. Yoko Ishikura who are current outside directors.
1Mr. Ken Kobayashi and Mr. Masahiro Okafuji are the President of Mitsubishi Corporation and thePresident of ITOCHU Corporation respectively, and it is believed that they are suitable outside directors
as they will bring outside views into management and have been recognized for their management
acumen and track records in other companies.
Ms. Yoko Ishikura is believed to be a suitable outside director as she will bring the views of an outside
expert into management and has been recognized for her many years of experience as an expert oninternational corporate strategy.

Although she does not have any direct management experience, she iswell-versed in corporate management due to many years of experience in areas such as international
politics and economics, and international corporate strategy.
Brief profiles of the independent outside director candidates are shown in Appendix 1.

3. Election of one statutory auditor
Mr. Osamu Tetsubayashi, a current inside statutory auditor, will resign upon the conclusion of thisordinary general meeting of shareholders and this proposal calls for the appointment of Mr. Hideki
Hattori .
Mr. Hideki Hattori is an inside statutory auditor candidate who will replace Mr. Osamu Tetsubayashi.
Mr. Hideki Hattori is currently not an alternate statutory auditor but a new candiate, therefore, if elected,
his term will last for four years in accordance with the provision of the corporate law in Japan.

4. Election of one alternate statutory auditor
The appointment of Mr. Kiyotaka Matsumiya, a current alternate statutory auditor, will be effective until
the commencement of this ordinary general meeting of shareholders, and in the case where a vacancy ofoffice of outside statutory auditor pursuant to the provisions of laws and regulations has occurred, thisproposal calls for the appointment of one alternate statutory auditor.
Brief profiles of Mr. Kiyotaka Matsumiya is shown in Appendix 2.

5. Change in aggregate remuneration ceiling for directors
The company currently pays remuneration to directors up to a maximum of JPY 500 million per year for
their duties as directors as approved by 47th general meeting of shareholders held on June 29, 1995.
Taking into consideration the fact that maximum remuneration has remained unchanged for the past 19years in spite of changes in economic conditions, increase in number of directors of the company, andenhancement of structure and corporate governance of the company aimed at becoming a globalcompany, approval is sought to change the maximum of directors’ remuneration to JPY700 million
per year, including JPY 50 million as maximum of remuneration for outside directors.
If Agenda number 2 is approved as proposed, the company will have 12 directors(including threeoutside directors) instead of current eleven.
Beside the remuneration mentioned above, the directors who concurrently serve as operating officers
receive compensation for their role as operating officers. Also, Stock options are granted to directors inorder to help sharpen recipients` focus on sustainable improvement of business performance for mid tolong term and to incentify them toward contribution to increase in shareholder value. The stock option
2

plan aforementioned was approved by 60th general meeting of shareholders held on June 27,2008.
Please also refer to our website which contains information for investors, such as financial information
and Annual Reports.
URL: http://www.nissin.com/en_jp/Your continued understanding and support is appreciated.

3

Appendix 1
Profiles of Outside Director Candidates* Candidate Number refers to the number shown in the original “Notice of the 66th Ordinary General Meeting of Shareholders”, whichshows all twelve Director Candidates.
Brief History, Position ,Area of
Number of theNameCandidate
Responsibility andCompany’s(Date of Birth)
NumberOther Key Posts Held Concurrently
Shares Held
July 1971Ken Kobayashi
Joined Mitsubishi Corporation(February 14, 1949)

10

Masahiro Okafuji(December 12, 1949)

11

Yoko Ishikura(March 19, 1949)

12April 2003
Appointed as Senior Vice President, General Manager, Singapore Branch ofMitsubishi Corporation
June 2004
Appointed as Senior Vice President, Division COO, Plant Project Div. ofMitsubishi Corporation
April 2006
Appointed as Senior Vice President, Division COO, Ship, Aerospace &Transportation Systems Div. of Mitsubishi Corporation
April 2007
Appointed as Executive Vice President, Group CEO, Industrial Finance,Logistics & Development Group of Mitsubishi Corporation
June 2007
Appointed as Member of the Board, Executive Vice President, Group CEO,Industrial Finance, Logistics & Development Group of Mitsubishi Corporation
June 2008
Appointed as Executive Vice President, Group CEO, Industrial Finance,Logistics & Development Group of Mitsubishi Corporation
April 2010
Appointed as Senior Executive Vice President, Executive Assistant to Presidentof Mitsubishi Corporation
June 2010
Member of the Board, President of Mitsubishi Corporation (Current)
June 2011
Appointed as Director of NISSIN FOODS HOLDINGS CO., LTD. (Current)(Status of Key Posts Held Concurrently)
President and CEO, Mitsubishi Corporation
April 1974
Joined ITOCHU CorporationJune 2002
Appointed as Executive Officer of ITOCHU Corporation
April 2004
Appointed as Managing Executive Officer of ITOCHU Corporation
June 2004
Appointed as Managing Director of ITOCHU Corporation
April 2006
Appointed as Senior Managing Director of ITOCHU Corporation
April 2009
Appointed as Executive Vice President of ITOCHU Corporation
April 2010
Appointed as President of ITOCHU Corporation (Current)
June 2011
Appointed as Director of NISSIN FOODS HOLDINGS CO., LTD. (Current)(Status of Key Posts Held Concurrently)
President & Chief Executive Officer of ITOCHU Corporation
July 1985
Joined Japanese Subsidiary of McKinsey & Company, Inc. and appointed asManager
April 2000
Professor, Graduate School of International Corporate Strategy, Hitotsubashi
University
April 2004
Appointed as Outside Director of Japan Post Service Co., Ltd. (Part-time)
October 2005
Appointed as Vice President of the Science Council of Japan
June 2006
Appointed as Director Mitsui O.S.K. Lines, Ltd.
June 2010
Appointed as Director and Independent Officer of NISSIN FOODS HOLDINGS
CO., LTD. (Current)
Appointed as Director of Fujitsu Limited
April 2011
Professor, Graduate School of Media Design, Keio University
June 2012
Director of LIFENET INSURANCE COMPANY(Current)

3,224 shares

3,224 shares

688 shares* As Director candidate Ms. Yoko Ishikura is highly reputated with her name, the candidate name is shown as above, although her legalname is Ms. Yoko Kurita.

4Appendix 2
Profile of Alternate Statutory Auditor Candidate
Name(Date of Birth)
Kiyotaka Matsumiya(December 17, 1945)

Brief History, Position andOther Key Posts Held Concurrently
April 1978
Admitted to practice law
January 1996
Appointed as Judicial Commissioner (Current)
July 2000
Appointed as Civil Conciliation Commissioner (Current)
April 2005
Appointed as Commissioner of Suita City Information Disclosure and Personal
Information Protection Review Board (Current)

Number of theCompany’sShares Held0 shares

End5

Share Information (June 3, 2014)

Company Profile

TSE1: 2897
ISIN : JP3675600005

NISSIN FOODS HOLDINGS CO.,LTD.(TSE 1st Section: 2897) is an industry pioneer that developed
Chicken Ramen, the world’s first instant ramen noodles
and is a leading company in the manufacture and sale ofinstant noodles and cup-type noodles. The company has
a dominant share in the domestic market for instantnoodles, and seeks to realize the group philosophy ofEARTH FOOD CREATOR. The company aims to become
the number one brand in various areas with its
technological innovation and marketing capabilities, andis actively expanding its business overseas.
The company switched to a holding company organizationin October 2008 to provide cross-sectional logistics
support for 6 domestic operating companies including
Nissin Food Products Co., Ltd. and Myojo Foods Co., Ltd.
and 4 regions overseas such as The Americas, China,
Asia and Europe.

5,090

Closing Share Price
Traded Volume

221,200shares

Total Shares Issued

117.46million shares

Market Capitalization

597,890million yen

2897 VOLUME

2897

Topix

ten thousand120%80
70

110%

60
100%

5090%

403080%

2070%

1060%

0

Key Financial Data
Net Sales
Accounting period

Mar-2011

Mar-2012

Mar-2013

Mar-2014

Earnings per Share

187.56167,97

171,12174.83

Dividends per Share

7075

75

75

2,454.67

2,545.31

2,782.25

3,018.82

Per Share (Unit: yen)Book Value per Share

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

Operating Income and Net Income

Tangible Fixed Assets

125,882

126,360

133,787

147,620

Total Assets

409,748414,717446,132

479,469

Long-term Liabilities

44,49837,19433,29637,001Net Assets

277,595

286,657

315,026

342,300

R&D Expenses

4,081

4,384

4,320

5,313

Capital Expenditures

30,81018,936

21,582

27,527

Operating Income / Net Sales (%)

9.2

6.9

6.3

6.6

Net Income / Total Assets (%)

5.1

4.5

4.4

4.2

Other data

NISSIN FOODS HOLDINGS CO., LTD.
(http://www.nissin.com/en_jp/)
28-1, 6-chome, Shinjuku, Shinjuku-ku, Tokyo 160-8524

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

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