The summary of the Agenda in English is provided solely for information purposes. Should
there be any discrepancies between the summary and the original Agenda in Japanese, the lattershall prevail.
June 4, 2013
Dear Institutional Investors

NISSIN FOODS HOLDINGS CO., LTD.
Notice of the 65th Ordinary General Meeting of Shareholders

The Shareholders’ Meeting of NISSIN FOODS HOLDINGS CO., LTD. will be held on Wednesday,June 26, 2013. Although we already sent the Notice of Convocation to our shareholders, we understandthe overseas proxy process can be complicated, and therefore, we would like to present a brief summaryof the Agenda to be approved along with relevant reference materials.
useful in your decision-making.

We hope this reference will bePlease 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 3,856,711,250), this year’s total dividend will be
JPY 75, including the interim dividend of JPY 40.

That will make the payout ratio 43.8%, based on

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

2. Election of eleven directors
There are eleven candidates for directors, including Mr. Koki Ando who is the current President andRepresentative Director.

Outside director candidates are Ms. Yoko Ishikura, Mr. Ken Kobayashi andMr. Masahiro Okafuji, who are current outside directors.
Ms. Yoko Ishikura is believed to be a suitable outside director as she will bring the views of an outside1

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.
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 directorsas they will bring outside views into management and have been recognized for their management
acumen and track records in other companies.
Brief profiles of the independent outside director candidates are shown in Appendix 1.

3. Election of one statutory auditor
The terms of Mr. Kazuo Kanamori, a current statutory auditor, will end and this proposal calls for thereappointment of Mr. Kazuo Kanamori.
Brief profile of Mr. Kazuo Kanamori, an independent outside statutory auditor candidate, is shown inAppendix 2.

4. Renewal of the Counter-Measures to the Large-Scale Acquisition of the Company’s Shares(Takeover Defense Measures)
The resolution to introduce the “Counter-Measures to the Large-Scale Acquisition of the Company’sShares (Takeover Defense Measures)” was approved by our board meeting held on April 23, 2007
subject to shareholder approval, and this Takeover Defense Measures were approved by a large majorityof shareholders in the 59th Ordinary General Meeting of Shareholders held on June 28, 2007. Also, aresolution to renew this Takeover Defense Measures, subject to shareholders approval, was approved byour board meeting held on May 21, 2010, and the renewal of the Takeover Defense Measures wasapproved by a large majority of shareholders in the 62nd Ordinary General Meeting of Shareholders
held on June 29, 2010 (hereinafter referred to the Takeover Defense Measures after this renewal as the“Old Plan”). The Old Plan will expire at the conclusion of the 65th Ordinary General Meeting ofShareholders scheduled to be held on June 26, 2013 and therefore we ask for your approval of theirrenewal (hereinafter referred to the Takeover Defense Measures after this renewal as the “New Plan”).
In the renewal, we have made some changes and fixes, etc. to certain wordings but we have not madeany changes to the basic scheme.
The New Plan do not harm the interests of shareholders as they are in place in preparation for cases
which have a serious impact on the Company’s corporate value and the common interests ofshareholders, and we ask for your understanding and support concerning this matter.

Please also refer to our website which contains information for investors, such as financial information
and Annual Reports.
URL: http://www.nissinfoods-holdings.co.jp/english/
Your continued understanding and support is appreciated.
2Appendix 1
Profiles of Outside Director Candidates* Candidate Number refers to the number shown in the original “Notice of the 65th Ordinary General Meeting of Shareholders”, whichshows all eleven Director Candidates.
Candidate
Name
Brief H i st ory, Po siti o n a n d
Number of theNumber(Date of Birth)
Other Key Po sts Held Concu rrently
C ompa ny’s
S ha r e s H e ld
9Ken Kobayashi
July 1971(February 14, 1949)
Joined Mitsubishi CorporationApril 2003
Appointed as Senior Vice President, General Manager, Singapore Branchof Mitsubishi 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,2,072 shares
Industrial Finance, Logistics & Development Group of Mitsubishi
Corporation
June 2008
Retired as Member of the Board
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 toPresident of 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
10
Masahiro Okafuji
April 1974
(December 12, 1949)
Joined ITOCHU Corporation
June 2002
Appointed as Executive Officer of ITOCHU Corporation
April 2004
Appointed as Managing Executive Officer of ITOCHU Corporation
June 2004Appointed as Managing Director of ITOCHU Corporation
April 2006
2,072 shares
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
11
Yoko Ishikura
July 1985(March 19, 1949)
Joined Japanese Subsidiary of McKinsey & Company, Inc. and appointedas Manager
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
547 shares
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 FOODSHOLDINGS CO., LTD. (Current)
Appointed as Director of Fujitsu Limited (Current)
April 2011
Professor, Graduate School of Media Design, Keio University (Current)* 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.

3

Appendix 2
Profile of Outside Statutory Auditor Candidate
Name(Date of Birth)
Kazuo Kanamori(August 8, 1949)

B r i e f H i s t o r y, P o s i t i o n a n dOther Key Posts Held Concurrently
April 1972
Joined the Fuji Bank, Limited.
April 2002
Appointed as Corporate Officer and Director of Otemachi Sales 7th
Division of Mizuho Corporate Bank, Ltd.
March 2004
Appointed as Representative Director and Senior Managing Director ofNihonbashi Kogyo
June 2006
Appointed as Managing Director of Fuyo General Lease Co., Ltd.
April 2009
Appointed as Dirctor of Fuyo General Lease Co., Ltd.
June 2009
Appointed as full-time Statutory Auditor of NISSIN FOODSHOLDINGS CO., LTD. (Current)

Number of theC ompa ny’s
S ha r e s H e ld949 shares

End.

4

Share Information (June 3, 2013)

Company Profile

TSE1, OSE1: 2897
ISIN : JP3675600005

NISSIN FOODS HOLDINGS CO.,LTD.(TSE 1st Section,
OSE 1st Section: 2897) is an industry pioneer thatdeveloped Chicken Ramen, the world’s first instantramen noodles and is a leading company in themanufacture and sale of instant noodles and cup-typenoodles. The company has a dominant share in thedomestic market for instant noodles. The company
aims to become the number one brand in various
areas with its technological innovation and marketing
capabilities, and is actively expanding its businessoverseas. The company switched to a holding
company organization in October 2008 to provide
cross-sectional logistics support for 7 domestic
operating companies including NISSIN FOOD PRODUCTS
CO., LTD. and MYOJO FOODS CO., LTD. and 4 regions
overseas such as The Americas, China, Asia and Europe.

3,830

Closing Share Price
Traded Volume294,800shares

Total Shares Issued

117.46 million shares

Market Capitalization

449,886 million yen

Key Financial Data
Net Sales
Accounting period

Mar-2010

Mar-2011

Mar-2012

Mar-2013

Earnings per Share

177.02187.56167,97

171,12

Dividends per Share

60

70

75

75

2406.262454.672545.312782.25

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

109,278

125,882

126,360

133,787

Total Assets

408,410

409,748414,717446,132

Long-term Liabilities

48,37144,49837,19433,296

Net Assets

271,951

277,595

286,657

315,026

R&D Expenses

3,806

4,081

4,384

4,320

Capital Expenditures

18,44730,81018,936

21,582

Operating Income / Net Sales (%)

7.4

9.2

6.9

6.3

Net Income / Total Assets (%)

5.0

5.1

4.5

4.4

Other data

NISSIN FOODS HOLDINGS CO., LTD.
(http://www.nissinfoods-holdings.co.jp/english/)28-1, 6-chome, Shinjuku, Shinjuku-ku, Tokyo 160-8524

IR Contact:
Corporate Communications Headquarters IR OfficeTel: 81-3-3205-5027 Fax: 81-3-3205-5179

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.