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

NOTICE OF THE 69TH
ORDINARY GENERAL MEETING OF
SHAREHOLDERS

Date and time:
Wednesday, June 28, 2017, at 10:00 a.m. (Reception desk opens at 9:00 a.m.)
Place:
Hotel New Otani Osaka, 2nd floor, the “Hō”
Matters to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Eight (8) Directors
Proposal 3: Election of One (1) Audit & Supervisory Board Member
Please bring this notice of convocation and voting card when coming to thevenue.

NISSIN FOODS HOLDINGS CO., LTD.
-1-

NISSIN FOODS Group Philosophy

EARTH
FOOD
CREATORThe NISSIN FOODS Group explores various possibilities for food and creates
dream-inspiring delicious tastes. We contribute to society and the earth bygratifying people everywhere with pleasures and delights food can provide.
The term “EARTH FOOD CREATOR” expresses our desire to contribute to theworld and its people by creating food, the basis of all life.
Grains grown in the soil are the starting point for all food, and the mission of theNISSIN FOODS Group is to create and continue to produce food derived fromthe bounty of the Earth and its precious soil.

-2-Securities Code: 2897
June 6, 2017
To our shareholders:
1-1, 4-chome, Nishinakajima, Yodogawa-ku, Osaka

NISSIN FOODS HOLDINGS CO., LTD.
Koki Ando, President & Representative Director, CEO

Notice of the 69th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 69th Ordinary General Meeting of Shareholders of NISSINFOODS HOLDINGS CO., LTD. (the “Company”) to be held as stated below.
If you are unable to attend the meeting, you can exercise your voting rights in writing (by mail) or via
the Internet. Please review the Reference Documents for the General Meeting of Shareholders as describedhereinafter, and exercise your voting rights by either of the methods stated on the next page no later than
5:40 p.m. on Tuesday, June 27, 2017.
1. Date and time:

Wednesday, June 28, 2017, at 10:00 a.m.

2. Place:

Hotel New Otani Osaka, 2nd floor, the “Hō”
4-1, 1-chome, Shiromi, Chuo-ku, Osaka

3. Agenda:
Matters to be reported:
1. Business Report, Consolidated Financial Statements, and Reports of Audit on
the Consolidated Financial Statements by Financial Auditor and Audit &Supervisory Board for the 69th fiscal year from April 1, 2016 to March 31,
2017
2. Non-consolidated Financial Statements for the 69th fiscal year from April 1,2016 to March 31, 2017
Matters to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Eight (8) Directors
Proposal 3:
Election of One (1) Audit & Supervisory Board Member

To ensure that information is furnished in a timely manner, this Notice of the Ordinary General Meeting of Shareholders
was disclosed on the Company’s website (refer to the URL below) before it was sent out.
 Because “Items Regarding Stock Acquisition Rights of the Company,” “Systems and Policy of the Company,” “Basic
Policy on Control of the Company,” “Notes to Consolidated Financial Statements” and “Notes to Non-consolidated
Financial Statements,” which must be provided at the time of providing this Notice, are reported on the Company’s
website (refer to the URL below), in accordance with the provisions of laws and regulations and Article 17 of theCompany’s Articles of Incorporation, they are not provided in the attached documents to this Notice.
Consequently, the documents attached to this Notice consist of part of the Business Report, the Consolidated and Nonconsolidated Financial Statements that were audited by the Financial Auditor and Audit & Supervisory Board Members
in preparing audit reports.
 Any amendment to the Company’s Reference Documents for the General Meeting of Shareholders, the Business Report,
and the Consolidated and Non-consolidated Financial Statements will be published on the Company’s website (refer tothe URL below). The amendments in these documents will be available in Japanese only.


The Company’s website:-3-

http://nissin.com/

Methods of Exercise of Voting Rights

In case you attend the General Meeting of Shareholders
Please present the enclosed voting card to the receptionist.
Date and time:
Place:

Wednesday, June 28, 2017, at 10:00 a.m.
Hotel New Otani Osaka, 2nd floor, the “Hō”
4-1, 1-chome, Shiromi, Chuo-ku, Osaka・A shareholder may exercise voting rights by designating one proxy who is another shareholder holding
voting rights of the Company to attend the meeting. Please note, however, that the proxy will be required
to present documentary proof of the proxy’s authority and documentation to confirm the shareholder
who delegated the right (for example, enclosed voting card) to the receptionist on the day of the meeting.
・The reception will start at 9:00 a.m.
・Please bring this Notice of the Ordinary General Meeting of Shareholders to conserve resources on the
day of the General Meeting of Shareholders.

In case you are not able to attend the General Meeting of Shareholders
Exercise of Voting Rights in Writing (by Mail)
Please indicate your approval or disapproval for each proposal on the enclosed voting card and return it to
us by mail.
*Please use the “protective seal” enclosed with this Notice.
The deadline for exercising voting rights:

The voting card should be arrived by 5:40 p.m. on
Tuesday, June 27, 2017.

Exercise of Voting Rights via the Internet
Please refer to the “Guidance for Exercise of Voting Rights via the Internet” on the next page and indicate
your approval or disapproval for each proposal.
The deadline for exercising voting rights:

5:40 p.m. on Tuesday, June 27, 2017

-4-

Guidance for Exercise of Voting Rights via the Internet
In lieu of voting by mail, it is possible to exercise your voting rights through the “voting right exercise website”
designated by the Company (the URL below). For those interested, please log in using the “voting code” and “password”
written on the right side of the enclosed voting card and follow the instructions on the screen to enter your vote.
To ensure security, you are requested to change the password when executing the first log-in.
Voting right exercise website:

http://www.it-soukai.com/

1. Access the “voting right exercise website” and click on “次へすすむ” (“next”).
2. Enter “議決権行使コード” (the voting code) written on the right-hand side of the voting card and click on “次へ”(“next”).
3. Enter “パスワード” (the password) written on the right-hand side of the voting card and enter “新しいパスワード”(the new password) and click on “登録” (registration).
Indicate your approval or disapproval for each proposal by following the instructions displayed on the screen.
Although it has been confirmed that the “voting right exercise website” operates normally in the ordinary Internet-connected devices,
you may experience some difficulties in accessing the website depending on the device you use.

Handling of your voting rights• In the event of duplicate votes by the voting card and via the Internet, the Internet vote shall be treated as valid.
In the event of more than one vote via the Internet, the most recent vote shall be treated as valid.
• Please note that any costs relating to connection to the Internet will be the burden of the shareholder.
Handling of your passwords• Passwords are used to verify the identity of the person exercising rights as a shareholder. The Company’s staff will
never ask you to disclose your password.
• Your passwords (including your chosen password) will only be valid for this General Meeting of Shareholders. A new
password will be issued for the next General Meeting of Shareholders.
• The website will be locked if an incorrect password is entered after a certain number of tries. If the website is locked,
please follow the instructions on the screen.
Contact Information for Inquiries
For inquiries, please contact the transfer agent, Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd.
(1) Dedicated line for inquiries on the operation of the “voting right exercise website”[Toll-free in Japan only] 0120-768-524 (9:00 a.m. to 9:00 p.m. on weekdays)(2) Inquiries on share handling matters other than above[Toll-free in Japan only] 0120-288-324 (9:00 a.m. to 5:00 p.m. on weekdays)[Reference]
The electronic platform for exercising voting rights, which is operated by Investor Communications Japan Inc. (ICJ,
Inc.), is available to institutional investors.

-5-

Reference Documents for the General Meeting of Shareholders

Proposal 1:

Appropriation of Surplus

The Company constantly endeavors to increase the Group’s earning potential, recognizing growth in thecorporate value and the provision of appropriate shareholder returns as the most important management
priorities. Our basic policy is to provide continuous and stable returns to shareholders while taking
consolidated business results and future capital requirements into consideration.
With respect to the use of internal reserves, we will provide for capital needs, such as capital investments,
R&D spending, and M&A, for the purpose of further increasing corporate value, and will efficiently invest
surplus funds with risks taken into account.
With respect to future dividends to shareholders, we will endeavor to have a consolidated payout ratio ofaround 40%.
With respect to the year-end dividend, based on the above policy, we propose to appropriate as follows:
Matters relating to the year-end dividend(1) Type of dividend property

It shall be paid in cash.

(2) Matters and total amount of allocationof dividend property to shareholders

Amount per Company’s common share:¥45
Total Amount:¥4,684,070,250
Annual dividend per share will be ¥85 (consolidated payout ratio: 38.4%),
combined with the interim dividend (¥40 per share)(3) Effective date of dividend of surplus

Thursday, June 29, 2017-6-

Proposal 2:

Election of Eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this Ordinary General
Meeting of Shareholders. Therefore, the Company requests to elect eight (8) Directors.
In the event that this proposal is approved as originally proposed, the majority of the Board of Directors
will be Outside Directors. Also, it is planned that three (3) of the Directors shall be Independent Directors
as stipulated by the Tokyo Stock Exchange, and that at least one-third of the Company’s Directors shall be
Independent Directors.
The candidates for Directors are as follows.
No.

Current positions and responsibilities
in the Company

Name

President & Representative
Director, CEO (Chief Executive
Officer)
Executive Vice President &Representative Director, COO(Chief Operating Officer)
Director, CFO (Chief Financial
Officer), and Managing Executive
Officer

1

Koki Ando

Reappointment

2

Noritaka Ando

Reappointment

3

Yukio Yokoyama

Reappointment

4

Ken Kobayashi

Reappointment / Outside

Director

5

Masahiro Okafuji

Reappointment / Outside

Director

6

Yoko Ishikura

Reappointment / Outside / Independent

Director

7

Isao Karube

Reappointment / Outside / Independent

Director

8

Masato Mizuno

Reappointment / Outside / Independent

Director-7-

1

Koki Ando

Reappointment
Date of Birth: October 7, 1947 (69 years old)

Career summary, positions and responsibilities in the Company
Jul. 1973
May 1974
Apr. 1979
Jun. 1981
Jul. 1983
Jun. 1985
Jan. 2007
Oct. 2008
Aug. 2010

Joined the Company
Director, General Manager of Overseas Businesses Division, andGeneral Manager of Development Division of the Company
Managing Director, Head of Sales Headquarters of the Company
Representative Director (Current), Senior Managing Director of the Company
Executive Vice President & Representative Director of the Company
President & Representative Director of the Company (Current)
President & Representative Director of Uji Kaihatsu
Development Co., Ltd. (Current)
Chairman of the Ando Foundation (Current)
President & Representative Director, CEO (Chief Executive Officer) (Current)of the Company
Chairman of Japan Association for the World Food Programme (Current)

Significant concurrent positions at other organizations
President & Representative Director of Uji Kaihatsu Development Co., Ltd.
Chairman of the Ando Foundation
Chairman of Japan Association for the World Food Programme

Number of theCompany’s shares held:
120,289 shares
Tenure (at theconclusion of thisOrdinary General
Meeting of
Shareholders):
43 years
Attendance at theBoard of Directors
meetings during thecurrent fiscal year:
10/10 (100%)

Reason for the nomination as a candidate for Director
Mr. Koki Ando has overseen the Company and the Group for many years as President & Representative Director. He has
strengthened the governance etc., which is the foundation of the Group’s management, and conducted appropriate oversightof executive operations, based on his good judgment and high-level expertise, which is supported by his extensive
experience and achievements. He has also displayed strong leadership in formulating and execution of the Medium-TermBusiness Plan, which is at the core of the Group’s operations, as well as implementing the said plan.
Accordingly, the Company has determined that he is a necessary resource to increase the Group’s corporate value going
forward, and the Company reproposes him as a candidate for Director.
Special interest in the Company
The Company outsources its advertising business to Uji Kaihatsu Development Co., Ltd. where Mr. Ando serves as
Representative Director. The Company is engaged in building lease with the Ando Foundation where Mr. Koki Ando serves
as Chairman, and outsources operation of The Momofuku Ando Instant Ramen Museum to the same.
The Company supports events and donates to Japan Association for the World Food Programme where Mr. Ando serves as
Chairman.

-8-

2

Noritaka Ando

Reappointment
Date of Birth: June 8, 1977 (39 years old)

Career summary, positions and responsibilities in the Company
Jun. 2004
Mar. 2007
Feb. 2008
Jun. 2008
Oct. 2008
Jun. 2010

Apr. 2011
Apr. 2012
Apr. 2014
Jun. 2014
Apr. 2015
Apr. 2016
Jun. 2016

Managing Director of the Ando Foundation
Joined the Company, General Manager of Corporate Planning Divisionof the Company
Executive Officer, General Manager of Corporate Strategy Division of the Company
Director, in charge of Marketing of the Company
Number of the
Director, CMO (Chief Marketing Officer) of the Company
Company’s shares held:
Senior Managing Director, CMO of the Company
32,979 shares
Executive Vice President & Representative Directorof Nissin Food Products Co., Ltd.
Tenure (at theVice Chairman of the Ando Foundation (Current)
conclusion of thisSenior Managing Director, CMO, and Chief Representative, Americas
Ordinary Generalof the Company
Meeting ofSenior Managing Director, CSO (Chief Strategic Officer), and Head of Regional
Shareholders):
Headquarters of Asia of the Company
9 years
Senior Managing Director, CSO, in charge of Marketing, and in charge of
Production and Resourcing of the Company
Attendance at theRepresentative Director (Current), Senior Managing Director, CSO, in charge ofBoard of Directors
Marketing, and in charge of SCM of the Company
meetings during thecurrent fiscal year:
Senior Managing Director & Representative Director, CMO of the Company
10/10 (100%)
President & Representative Director of Nissin Food Products Co., Ltd. (Current)
Senior Managing Director & Representative Director of the Company
Executive Vice President & Representative Director (Current), COO (Chief
Operating Officer) (Current) of the Company

Significant concurrent positions at other organizations
President & Representative Director of Nissin Food Products Co., Ltd.
Reason for the nomination as a candidate for Director
Since joining the Company, Mr. Noritaka Ando has gained experience at core departments, particularly the strategy
division and the marketing division, and as a director from 2008 until the present, has been implementing the MediumTerm Business Plan, etc., and has been contributing to the growth of the Group. Furthermore, at present, he is concurrently
serving as President & Representative Director of Nissin Food Products Co., Ltd., which is a core of the Group.
Accordingly, the Company has determined that he is a necessary resource to increase the Group’s corporate value going
forward, and the Company reproposes him as a candidate for Director.
Special interest in the Company
None

-9-

3

Yukio Yokoyama

Reappointment
Date of Birth: November 16, 1956 (60 years old)

Career summary, positions and responsibilities in the Company
Apr. 1979
Apr. 2005
Apr. 2007
Apr. 2008
Oct. 2008
Jan. 2010
Jun. 2010
Jun. 2016

Joined The Fuji Bank Limited (currently Mizuho Bank, Ltd.)
General Manager of Shibuya Branch of Mizuho Bank, Ltd.
Executive Officer, General Manager of Shibuya Branch of Mizuho Bank, Ltd.
Joined the Company, Executive Officer, General Manager of Finance andAccounting Division of the Company
Executive Officer, General Manager of Finance and Accounting Division of theCompany
President & Representative Director of Nissin Asset Management Co., Ltd.
Executive Officer, CFO (Chief Financial Officer) of the Company (Current)
Director (Current), CFO of the Company
Director, CFO, and Managing Executive Officer of the Company (Current)

Significant concurrent positions at other organizations
None
Reason for the nomination as a candidate for Director
Since joining the Company after serving as Executive Officer of Mizuho Bank, Ltd., Mr. Yukio
Yokoyama has gained experience at finance and accounting division as Executive Officer andGeneral Manager of Finance and Accounting Division of the Company, and since 2010, he has
overseen the Finance Department as Director and CFO, and by implementing the Medium-TermBusiness Plan, etc., he has greatly contributed to the construction of a sturdy financial structureof the Group.
Accordingly, the Company has determined that his high level of expertise, knowledge, and his
broad-ranging experience including at his previous employment, are necessary to increase theGroup’s corporate value going forward, and the Company reproposes him as a candidate for
Director.
Special interest in the Company
None- 10 -

Number of theCompany’s shares held:
1,998 shares
Tenure (at theconclusion of thisOrdinary General
Meeting of
Shareholders):
7 years
Attendance at theBoard of Directors
meetings during thecurrent fiscal year:
10/10 (100%)

4

Ken Kobayashi

Reappointment

OutsideDate of Birth: February 14, 1949 (68 years old)

Career summary, positions and responsibilities in the Company
Jul. 1971
Apr. 2003
Jun. 2004
Apr. 2006
Apr. 2007
Jun. 2007
Jun. 2008
Apr. 2010
Jun. 2010
Jun. 2011
Apr. 2016
Jun. 2016

Joined Mitsubishi Corporation
Senior Vice President, General Manager of Singapore Branch of Mitsubishi
Corporation
Senior Vice President, Division COO of Plant Project Div. of Mitsubishi
Corporation
Number of the
Senior Vice President, Division COO of Ship, Aerospace & Transportation Systems Company’s shares held:
Div. of Mitsubishi Corporation
5,999 shares
Executive Vice President, Group CEO of Industrial Finance, Logistics &Development Group of Mitsubishi Corporation
Tenure (at theMember of the Board, Executive Vice President, and Group CEO of Industrial
conclusion of thisFinance, Logistics & Development Group of Mitsubishi Corporation
Ordinary General
Executive Vice President, Group CEO of Industrial Finance, Logistics &Meeting ofDevelopment Group of Mitsubishi Corporation
Shareholders):
Senior Executive Vice President, Executive Assistant to President of Mitsubishi
6 years
Corporation
Member of the Board, President of Mitsubishi Corporation
Attendance at theBoard of Directors
Outside Director of the Company (Current)
meetings during theRepresentative Director, Chairman of the Board of Mitsubishi Corporation
current fiscal year:
Chairman of the Board of Mitsubishi Corporation (Current)
9/10 (90%)
Outside Director of Mitsubishi Heavy Industries, Ltd. (Current)
Non-Executive Director of MITSUBISHI MOTORS CORPORATION (Current)

Significant concurrent positions at other organizations
Chairman of the Board of Mitsubishi Corporation
Reason for the nomination as a candidate for Outside Director
Mr. Ken Kobayashi has extensive experience and superior knowledge as a management executive at Mitsubishi
Corporation. Based on such experience, he has proactively offers his opinions at meetings of the Board of Directors of theCompany. When making management decisions, he forms opinions and makes judgments from an objective standpoint as
Outside Director of the Company, and has fulfilled the role of an overseer and supervisor of the execution of Directors’
duties. Furthermore, he provides timely and appropriate advice with regard to “Promoting global branding,” “Focusing onpriority overseas locations,” and “Developing and strengthening human resources for global management,” as set out inthe Medium-Term Business Plan.
Accordingly, the Company has determined that he is a necessary resource to increase the Group’s corporate value going
forward, and the Company reproposes him as a candidate for Outside Director.
Violations of laws and regulations or Articles of Incorporation by other companies at which the candidate for
Outside Director is concurrently an officer
In April 2016, it came to light that Mitsubishi Motors Corporation, where Mr. Kobayashi serves as Non-Executive Director,
had engaged in improper conduct in the fuel consumption testing of its vehicles. In addition, in September 2016 Mitsubishi
Motors was cited by the Ministry of Land, Infrastructure, Transport and Tourism for improper conduct in internal tests thecompany conducted to re-verify fuel consumption values on the vehicles that had been subject to this improper conduct.
Furthermore, in January 2017 the company received a cease and desist order and a payment order for surcharge from theConsumer Affairs Agency for violating the Act against Unjustifiable Premiums and Misleading Representations with regard
to presentation in its catalogs and other materials of the Mitsubishi Motors vehicle models that had been the subject ofimproper conduct in fuel consumption testing. Mr. Kobayashi had been unaware of these facts, but had provided reminders
from the perspective of legal compliance on a regular basis at the Board of Directors meetings, etc. Also, after these facts
came to light, he has fulfilled his responsibility for calling for thorough studies and recurrence prevention.
Special interest in the Company
The Group is engaged in transactions including sales of products and procurement of materials with Mitsubishi Corporation
where Mr. Ken Kobayashi serves as Chairman of the Board.

- 11 -

5

Masahiro Okafuji

Reappointment

OutsideDate of Birth: December 12, 1949 (67 years old)

Career summary, positions and responsibilities in the Company
Apr. 1974
Jun. 2002
Apr. 2004
Jun. 2004
Apr. 2006
Apr. 2009
Apr. 2010
Jun. 2011

Joined ITOCHU Corporation
Executive Officer of ITOCHU Corporation
Managing Executive Officer of ITOCHU Corporation
Managing Director of ITOCHU Corporation
Senior Managing Director of ITOCHU Corporation
Executive Vice President of ITOCHU Corporation
President & Chief Executive Officer of ITOCHU Corporation (Current)
Outside Director of the Company (Current)

Significant concurrent positions at other organizations
President & Chief Executive Officer of ITOCHU Corporation
Reason for the nomination as a candidate for Outside Director
Mr. Masahiro Okafuji has extensive experience and superior knowledge as a management
executive at ITOCHU Corporation. Based on such experience, he has proactively offers his
opinions at meetings of the Board of Directors of the Company. When making management
decisions, he forms opinions and makes judgments from an objective standpoint as Outside
Director of the Company, and has fulfilled the role of an overseer and supervisor of theexecution of Directors’ duties. Furthermore, he provides timely and appropriate advice withregard to “Promoting global branding,” “Focusing on priority overseas locations,” and“Developing and strengthening human resources for global management,” as set out in theMedium-Term Business Plan.
Accordingly, the Company has determined that he is a necessary resource to increase theGroup’s corporate value going forward, and the Company reproposes him as a candidate for
Outside Director.

Number of theCompany’s shares held:
5,999 shares
Tenure (at theconclusion of thisOrdinary General
Meeting of
Shareholders):
6 years
Attendance at theBoard of Directors
meetings during thecurrent fiscal year:
8/10 (80%)

Special interest in the Company
The Group is engaged in transactions including sales of products and procurement of materials with ITOCHU Corporation
where Mr. Masahiro Okafuji serves as Representative Director.

- 12 -

6

Yoko Ishikura

Reappointment

OutsideIndependent

Date of Birth: March 19, 1949 (68 years old)

Career summary, positions and responsibilities in the Company
Jul. 1985
Apr. 1992
Apr. 2000
Apr. 2004
Oct. 2005
Jun. 2006
Jun. 2010
Apr. 2011
Apr. 2012
Jun. 2012
Jun. 2014
Jun. 2015

Manager of Japan branch of McKinsey & Company, Inc. (Retired in 1992)
Professor of International Politics Economics & Communication, Aoyama Gakuin
University (Retired in 2000)
Professor of Graduate School of International Corporate Strategy, Hitotsubashi
University (Retired in 2011)
Outside Director of Japan Post Service Co., Ltd. (Part-time) (Retired in 2007)
Vice President of the Science Council of Japan (Retired in 2006)
Outside Director of Mitsui O.S.K. Lines, Ltd. (Retired in 2010)
Outside Director (Current), Independent Director of the Company (Current)
Outside Director of Fujitsu Limited (Retired in 2013)
Professor of Graduate School of Media Design, Keio University (Retired in 2014)
Professor Emerita of Hitotsubashi University (Current)
Outside Director of LIFENET INSURANCE COMPANY (Retired in 2016)
Outside Director of Sojitz Corporation (Current)
External Director of Shiseido Co., Ltd. (Current)

Number of theCompany’s shares held:
998 shares
Tenure (at theconclusion of thisOrdinary General
Meeting of
Shareholders):
7 years
Attendance at theBoard of Directors
meetings during thecurrent fiscal year:
10/10 (100%)

Significant concurrent positions at other organizations
None

Reason for the nomination as a candidate for Outside Director
Dr. Yoko Ishikura possesses many years of experience and knowledge as an expert on international corporate strategy,
such as holding teaching positions at Hitotsubashi University and Keio University, and she is regarded for bringing outside
views of an expert to the management. Although she has no experience of direct involvement in corporate management,
she is well-versed in corporate management due to her many years of experience, concerning international political
economics and international corporate strategy, etc., gained by working as an outside director at other corporations such as
Sojitz Corporation and Shiseido Co., Ltd. Based on such experience, she has proactively offers her opinions at meetings ofthe Board of Directors of the Company. Therefore, the Company has determined that she will, as Outside Director of theCompany, continue to carry out her role in an appropriate manner as an overseer and supervisor, etc., of the execution of
Directors’ duties. In addition, she has assertively stated her opinions and attended meetings of the Management Advisory
Committee, an advisory body to the Board of Directors of the Company, as Chairperson and lead discussions therein.
Accordingly, the Company has determined that her high level of expertise, and knowledge, and her broad-ranging
experience, are necessary to increase the Group’s corporate value going forward, and the Company reproposes her as a
candidate for Outside Director. Although there are dealings between Sojitz Corporation, at which she serves as Outside
Director, Shiseido Co., Ltd., at which she serves as External Director, and the Company, the amount of those dealings isless than 1% of the net sales of either party. Thus, the Company has determined that there is no risk of a conflict of interest
with ordinary shareholders, and the Company intends to designate her as Independent Director.
Special interest in the Company
None- 13 -

7

Isao Karube

Reappointment

OutsideIndependent

Date of Birth: January 27, 1942 (75 years old)

Career summary, positions and responsibilities in the Company
Aug. 1972
Nov. 1974
Jul. 1980
Feb. 1985
Apr. 1988
Apr. 1999

Apr. 2001

Apr. 2002

Apr. 2003
Aug. 2003
Apr. 2005
Jun. 2008
Apr. 2009
Jun. 2015

Research Associate of Department of Food Science, University of Illinois, U.S.A.
(Retired in 1974)
Assistant at Biotechnology, Research Laboratory of Resources Utilization, Tokyo
Institute of Technology (Retired in 1980)
Associate Professor of Biotechnology, Research Laboratory of Resources
Number of the
Utilization, Tokyo Institute of Technology (Retired in 1985)
Company’s shares held:
Professor of Bioelectronics and Biotechnology, Research Laboratory of Resources
1,675 shares
Utilization, Tokyo Institute of Technology (Retired in 1988)
Professor of Bioelectronics and Biotechnology, Research Center for Advanced
Tenure (at the
Science and Technology, The University of Tokyo (Retired in 1999)
conclusion of thisDirector of Center for Collaborative Research, The University of Tokyo
Ordinary General(Retired in 2001)
Meeting ofProfessor of Bioelectronics and Biotechnology, Research Center for Advanced
Shareholders):
Science and Technology, The University of Tokyo (Retired in 2001)
2 years
Professor of Center for Collaborative Research, The University of Tokyo (Retired in
2002)
Attendance at theProfessor of Bioelectronics, Research Center for Advanced Science and Technology,
Board of Directors
The University of Tokyo (Retired in 2002)
meetings during theProfessor of Katayanagi Advanced Research Laboratories, Tokyo University ofcurrent fiscal year:
Technology (Retired in 2003)
10/10 (100%)
Director of Laboratory of Advanced Bioelectronics, National Institute of Advanced
Industrial Science and Technology (Retired in 2003)
Dean of School of Bionics, Tokyo University of Technology (Retired in 2005)
Director of Research Center of Advanced Bionics, National Institute of Advanced
Industrial Science and Technology (Retired in 2009)
Vice President of Tokyo University of Technology (Retired in 2008)
President of Tokyo University of Technology (Current)
Director of Collaborative Research Team Biotechnology Industrialization Center,
National Institute of Advanced Industrial Science and Technology (Retired in 2011)
Outside Director (Current), Independent Director (Current) of the Company

Significant concurrent positions at other organizations
President of Tokyo University of Technology
Reason for the nomination as a candidate for Outside Director
Dr. Isao Karube possesses international experience, developed through experience and knowledge of advanced researchsuch as holding teaching positions at the University of Tokyo and experience working with multiple overseas research
institutions, and he is regarded for bringing outside views of an expert to the management. Although he has no experienceof direct involvement in corporate management, he has displayed his ability as President of Tokyo University ofTechnology. Based on such experience, he has proactively offers his opinions at meetings of the Board of Directors of theCompany. Therefore, the Company has determined that he will, as Outside Director of the Company, continue to carry out
his role in an appropriate manner as an overseer and supervisor of the execution of Directors’ duties. In addition, he has
assertively stated his opinions and attended meetings of the Management Advisory Committee, an advisory body to theBoard of Directors, as Deputy Chairperson.
Accordingly, the Company has determined that his high level of expertise, and knowledge, and his broad-ranging
experience, are necessary to increase the Group’s corporate value going forward, and the Company reproposes him as a
candidate for Outside Director. There are no special dealings between Tokyo University of Technology, at which he serves
as President and the Company. Thus, the Company has determined that there is no risk of a conflict of interest withordinary shareholders, and the Company intends to designate him as Independent Director.
Special interest in the Company
None- 14 -

8

Masato Mizuno

Reappointment

OutsideIndependent

Date of Birth: May 25, 1943 (74 years old)

Career summary, positions and responsibilities in the Company
Mar. 1966
May 1978Feb. 1980
Jun. 1983
May 1984
May 1988
Jun. 2006
Oct. 2012
Jul. 2014
Jun. 2016

Joined MIZUNO Corporation
Director of MIZUNO Corporation
Managing Director of MIZUNO Corporation
Executive Managing Director of MIZUNO Corporation
Executive Vice President of MIZUNO Corporation
President (CEO) of MIZUNO Corporation
Chairman of the Board of MIZUNO Corporation
Corporate Advisor of MIZUNO Corporation
Chairman of MIZUNO Corporation (Current)
Outside Director (Current), Independent Director of the Company (Current)

Significant concurrent positions at other organizations
Chairman of MIZUNO Corporation
Reason for the nomination as a candidate for Outside Director
Mr. Masato Mizuno has extensive experience and superior knowledge as a management
executive at MIZUNO Corporation. Based on such experience, he has proactively offers his
opinions at meetings of the Board of Directors of the Company. When making management
decisions, he forms opinions and makes judgments from an objective standpoint as Outside
Director of the Company, and has fulfilled the role of an overseer and supervisor of theexecution of Directors’ duties. In addition, he has assertively stated his opinions and attended
meetings of the Management Advisory Committee as a member of the committee.
Accordingly, the Company has determined that he is a necessary resource to increase theGroup’s corporate value going forward, and the Company requests that he be re-elected as an
Outside Director of the Company. Although there are dealings between MIZUNO Corporation,
at which he serves as Chairman and the Company, the amount of those dealings is less than 1%of the net sales of either party. Thus, the Company has determined that there is no risk of aconflict of interest with ordinary shareholders, and the Company intends to designate him as
Independent Director.

Number of theCompany’s shares held:
651 shares
Tenure (at theconclusion of thisOrdinary General
Meeting of
Shareholders):
1 yearAttendance at theBoard of Directors
meetings during thecurrent fiscal year:
7/7 (100%)(Attendance rate after
he took office on June
28, 2016)

Special interest in the Company
None(Notes) 1. In regard to candidate for Outside Director Dr. Yoko Ishikura, as she is well-renowned under that name, hername is shown as above, regardless the fact that her legal name is Ms. Yoko Kurita.
2. Agreements limiting liability with candidates for Outside Directors
The Company has entered into an agreement to limit the liability of damages provided for in Paragraph 1,
Article 423 of the Companies Act with Outside Director Dr. Yoko Ishikura as of June 29, 2010, with both
Outside Director Mr. Ken Kobayashi and Mr. Masahiro Okafuji as of June 29, 2011, with Outside Director Dr.
Isao Karube as of June 25, 2015, and with Outside Director Mr. Masato Mizuno as of June 28, 2016,
respectively. The contents are as stated in “(3) Summary of contents of agreements limiting liability with
Outside Directors and Outside Audit & Supervisory Board Members i)” of the attached documents (page 39) of
this Notice of the Ordinary General Meeting of Shareholders. If the re-election of the five (5) candidates isapproved, the Company plans to continue the agreement with the five (5) of them.
3. The Company has registered Dr. Yoko Ishikura, Dr. Isao Karube, and Mr. Masato Mizuno as Independent
Director pursuant to the provisions of the Tokyo Stock Exchange. If their re-election is approved, the Company
plans to register them again as Independent Director.
4. Candidates’ ages are as of the date of publication of this Notice of the Ordinary General Meeting of
Shareholders (June 6, 2017).
5. Mr. Ken Kobayashi, Mr. Masahiro Okafuji, Dr. Yoko Ishikura, Dr. Isao Karube, and Mr. Masato Mizuno are
candidates for Outside Directors.
6. (1) Number of years after candidate for Outside Director was appointed as Outside Director
The terms of office of Mr. Ken Kobayashi and Mr. Masahiro Okafuji as Outside Director are both six (6)years, expiring upon the conclusion of this Ordinary General Meeting of Shareholders. The term of officeof Dr. Yoko Ishikura as Outside Director is seven (7) years, expiring upon the conclusion of this Meeting.
The term of office of Dr. Isao Karube as Outside Director is two (2) years, expiring upon the conclusion ofthis Meeting. The term of office of Mr. Masato Mizuno as Outside Director is one (1) year, expiring upon
the conclusion of this Meeting.

- 15 -

(2) Relationships between candidates for Outside Directors and Specified Related Business Operators of theCompanyi) Mr. Ken Kobayashi is currently Chairman of the Board of Mitsubishi Corporation which is a Specified
Related Business Operator of the Company and has served as an executive for the said company in thepast five (5) years.
ii) Mr. Masahiro Okafuji is currently an executive of ITOCHU Corporation which is a Specified Related
Business Operator of the Company and has served as an executive for the said company in the past five(5) years.

- 16 -

Proposal 3:

Election of One (1) Audit & Supervisory Board Member

The term of office of Mr. Kazuo Kanamori, an Audit & Supervisory Board Member, will expire at theconclusion of this Ordinary General Meeting of Shareholders. Therefore, the Company requests to elect one(1) Audit & Supervisory Board Member.
The candidate for Audit & Supervisory Board Member is as follows.
The Audit & Supervisory Board has approved this proposal.
In the event that this proposal is approved as originally proposed, it is planned that the candidate for
Audit & Supervisory Board Member shall be Independent Audit & Supervisory Board Member as
stipulated by the Tokyo Stock Exchange.

Kazuo Kanamori

Reappointment

OutsideIndependent

Date of Birth: August 8, 1949 (67 years old)

Career summary and positions in the Company
Apr. 1972
Apr. 2002

Joined The Fuji Bank Limited (currently Mizuho Bank, Ltd.)
Corporate Officer and Director of Otemachi Sales 7th Division of Mizuho Corporate
Bank, Ltd. (currently Mizuho Bank, Ltd.)Mar. 2004 Representative Director, Senior Managing Director of Nihonbashi Kogyo Co., Ltd.
(currently Hulic Co., Ltd.) (Retired in 2006)
Number of theApr. 2004 Corporate Officer, Special Advisor, Director of Corporate 1st Division, and Director ofCompany’s shares held:
Corporate 3rd Division of Mizuho Corporate Bank, Ltd. (Retired in 2004)
4,094 shares
Jun. 2006 Managing Director of Fuyo General Lease Co., Ltd.
Apr. 2009 Director of Fuyo General Lease Co., Ltd.
Tenure (at theJun. 2009 Outside Audit & Supervisory Board Member of the Company (Current)
conclusion of thisMay 2015 Independent Director of the Company (Current)
Ordinary General
Meeting of
Significant concurrent positions at other organizations
Shareholders):
8 years
None
Reason for the nomination as a candidate for Outside Audit & Supervisory Board Member
Mr. Kazuo Kanamori had involved with the affairs of legal, financial, and accounting divisions,through many years of experience at the credit divisions of Mizuho Corporate Bank, Ltd.
(currently Mizuho Bank, Ltd.), which is one of the banks with which the Company has anaccount. Also, he has extensive knowledge relating to finance and accounting based on his
experience as a director of Nihonbashi Kogyo Co., Ltd. (currently Hulic Co., Ltd.) and Fuyo
General Lease Co., Ltd. Furthermore, he has proactively offers his opinions at meetings of theBoard of Directors of the Company, and has sufficient knowledge and experience as Outside
Director of the Company to oversee and inspect corporate management. Therefore, the Company
has determined that he will continue to carry out his duties in an appropriate manner. In addition,
he has assertively stated his opinions and attended meetings of the Management Advisory
Committee as a member of the committee.
Accordingly, the Company requests that he be re-elected as an Outside Audit & Supervisory
Board Member of the Company with the aim of utilizing his high level of expertise, knowledge,
and his broad-ranging experience including at his previous employment, to oversee management
as a whole and conduct fair auditing activities. From his record, the Company has determinedthat there is no risk of a conflict of interest with ordinary shareholders, and the Company intends
to designate him as an Independent Director.
Special interest in the Company
None(Note)

Mr. Kazuo Kanamori is a candidate for Outside Audit & Supervisory Board Member.

- 17 -

Attendance at theBoard of Directors
meetings during thecurrent fiscal year:
10/10 (100%)
Attendance at the
Audit & Supervisory
Board meetings during
the current fiscal year:
12/12 (100%)

Attached Documents

Business Report (From April 1, 2016 to March 31, 2017)
1. Items Regarding Current Conditions of the Nissin Foods Group(1) Business progress and results
During the fiscal year under review, the global economy showed a moderate recovery as a whole,while there still are uncertainties in Western countries against a backdrop of policy operations by the
new administration in the U.S., the issue of UK’s divorce from EU, and political situations in
European countries. In Asia, economic environment of ASEAN countries seemed to pick up, although
Chinese economy continued to slow down.
In Japan, its economy showed a moderate recovery due to the fact that corporates’ earnings, mainly
in export-oriented industry, seemed to get on an uptrend benefitted from the switched trend of theexchange rates to the depreciation of the yen and the appreciation of the dollar seen in the second halfof the fiscal year, in addition to the impact from the global economy and steady trend of consumer
spending.
In the instant noodles industry, total worldwide demand decreased due to the decrease in consumer
spending in China, partially offset by increases in Asian countries. On the other hand, domestic total
demand for instant noodles marked a record high.
Under this environment, based on the “Medium-Term Management Plan 2021,” of which term
covers five years from the fiscal year ending March 31, 2017, to realize the improvements of “Earning
power through operations” and “Value in capital markets,” we are working on the strategic themes
such as 1) Promoting global branding, 2) Focusing on priority overseas locations, 3) Laying stronger
foundations for our domestic profit base, 4) Establishing a second pillar that generates revenue andprofit, 5) Developing and strengthening human resources for global management.
As a result, concerning the business results in the fiscal year under review, net sales was ¥495,715
million, up 5.9% year on year. With respect to profits, operating income was ¥28,618 million, up 8.4%
year on year, ordinary income was ¥32,864 million, up 6.9% year on year, and net income attributableto owners of parent was ¥23,558 million, down 12.4% year on year.

Net sales¥495,715 million

Operating income

up 5.9% year on year

Ordinary income¥28,618 million
up 8.4% year on year

Net income
attributable toowners of parent¥32,864 million
up 6.9% year on year

- 18 -¥23,558 million
down 12.4% year on year

Financial Highlights- 19 -

Nissin Food Products

Net sales: ¥228,560 million (up 2.2% year on year)

Performance in the fiscal year under review
The sales of Nissin Food Products Co., Ltd. increased year on year due to a rise in the sales of cup-typeinstant noodles.
CUP NOODLE RICH, the first premium version of CUP NOODLE featuring deluxe soup that iscompletely new to the product line, and CUP NOODLE BIG “Nazoniku Matsuri” Nikumori Pepper
Shouyu with ten times as the usual volume of pork mince called “Nazoniku” as regular CUP NOODLE
contributed to sales, in addition to the continuous strong sales of the CUP NOODLE series, whichcelebrated their 45th anniversary. A growth in sales of the long-selling Nissin-no-Donbei series, whichcelebrated their 40th anniversary, was led by strong sales of its core product, Nissin-no-Donbei Kitsune
Udon. The sales of the Nissin Yakisoba U.F.O. series, which also celebrated their 40th anniversary,
contributed to overall sales volume increase, because the series attracted a great deal of attention. As aresult, overall segment sales were strong.
As a result, net sales in the Nissin Food Products segment was ¥228,560 million, up 2.2% year on year,
and segment income was ¥27,683 million, up 15.5% year on year.

Myojo Foods

Net sales: ¥40,612 million (down 2.4% year on year)

Performance in the fiscal year under review
Looking at sales of Myojo Foods Co., Ltd., in bag-type noodles, sales of the Myojo Charumera series
kept growing, while, in cup-type noodles, the sales of Myojo Ippeichan Yomise-no-Yakisoba series
decreased year-on-year. Operating income increased year on year due to factors such as an improvement of
CoGS ratio partially offset by increased promotional and selling expense intended for strengthening brandpower.
As a result, net sales in the Myojo Foods segment was ¥40,612 million, down 2.4% year on year, andsegment income was ¥1,784 million, up 30.0% year on year.

Chilled and frozen foods

Net sales: ¥61,794 million (up 3.3% year on year)

Performance in the fiscal year under review
At Nissin Chilled Foods Co., Ltd., sales increased year on year due to increased ramen product sales
centered around its core brand, Gyoretsu-no-Dekiru-Mise-no-Ramen, as well as strong sales of Nissin-noFutomen Yakisoba, characterized by its filling thick noodles and rich liquid sauce, and of Hiyashi Chuka(cold noodles) series, which are mainstay products in summer season.
Nissin Frozen Foods Co., Ltd. saw increased sales mainly led by pasta products, ramen products andJapanese style noodle products. In the pasta products, the Reito NISSIN Mochitto Nama Pasta series,
featured by sticky texture continued to show strong sales. In ramen products, the Reito NISSIN GooTa
series centered on the Lajao Tan Tan Men, and Shirunashimen (noodles without soup) centered on Reito
NISSIN Chuka Shirunashi Tan Tan Men Big increased their sales. Additionally, in Japanese style noodle
products, Kamo nanban soba with selected soup and ingredients showed strong sales and contributed to its
overall sales. As a result, net sales in the Chilled and frozen foods segment was ¥61,794 million, up 3.3%
year on year, and segment income was ¥1,933 million, up 170.2% year on year.

The Americas

Net sales: ¥60,420 million (up 25.1% year on year)

Performance in the fiscal year under review
The Group aimed to become less susceptible to the effects of price competition. It is working to
introduce high value-added products in line with market needs and to secure sales and profits from existing
brands. For these purposes, we had upwardly-revised prices of its products penetrated in Brazil where we
saw an accelerating inflation and had CUP NOODLES renewed and introduced both in the U.S. and Brazil- 20 -

in September 2016. The overall segment sales and operating income increased year on year mainly due to
Nissin Foods do Brasil Ltda. (formerly “Nissin-Ajinomoto Alimentos Ltda.”), which has become aconsolidated subsidiary since October 2015, the previous fiscal year.
As a result, net sales in the Americas segment was ¥60,420 million, up 25.1% year on year, and segment
income was ¥2,309 million, up 117.8% year on year.

China

Net sales: ¥35,987 million (down 12.0% year on year)

Performance in the fiscal year under review
In China, despite the shrinking instant noodle market size of mainland China, the Group is working to
expand its geographical sales area in mainland China (to north, to northeast, and to southwest areas) as well
as strengthen its CUP NOODLES brand. The Group implemented upward-revision of price mainly in thesouth area from the end of September 2015, and penetrated the new prices in the market. Segment sales
decreased year on year due to factors including the effect of exchange rates, partially offset by healthy salesof BIG CUP NOODLES and Made-in-Hong Kong Demae Iccho. Segment operating income also decreased
year on year, mainly reflecting the effect of exchange rates and initiatives for the future such as opening
two facilities at Hong Kong International airport: “MY CUP NOODLES FACTORY” and “DEMAEICCHO FACTORY.”
As a result, net sales in the China segment was ¥35,987 million, down 12.0% year on year, and segment
income was ¥3,405 million, down 17.8% year on year.

Others

Net sales: ¥68,341 million (up 26.8% year on year)

Performance in the fiscal year under review
Net sales in the Others segment increased year on year reflecting the contribution of the renewal of
Coconut Sable series of NISSIN CISCO CO., LTD. to the increase in sales, and strong performance in salesof Tokachi Nomu Yogurt and Pilkul of NISSIN YORK CO., LTD. In addition, Bonchi Co., Ltd., which wasmade a consolidated subsidiary at the end of the previous fiscal year, contributed to the increase in sales
and profit in the current fiscal year.
As a result, net sales in the Others segment was ¥68,341 million, up 26.8% year on year, and segment
income was ¥2,638 million, up ¥3,910 million year on year.

Net sales and segment income by reportable segment
Category

Net sales(Millions of yen)

Increase(Decrease)

Year on yearchange (%)

3. 2016

3. 2017

Nissin Food
Products

223,612228,560

4,947

Myojo Foods

41,60940,612Chilled andfrozen foods

59,810The Americas
China

Net sales(Millions of yen)

Increase(Decrease)

Year on yearchange (%)

3. 2016

3. 2017+2.2

23,967

27,683

3,715

+15.5

(996)

-2.4

1,373

1,784

411

+30.0

61,794

1,983

+3.3

715

1,933

1,217

+170.2

48,28060,42012,139

+25.1

1,060

2,309

1,249

+117.840,88335,987(4,896)

-12.0

4,143

3,405

(737)

-17.8

Others

53,88868,341

14,453+26.8(1,271)

2,638

3,910

–

Total

468,084

495,715

27,631+5.9

29,98739,755

9,767

+32.6

(Note) Segment income is adjusted to operating income in the consolidated statement of income.

- 21 -

(2) Trends in financial position and gain and loss
Items

3. 2014

3. 2015

3. 2016

3. 2017

Net sales(Millions of yen)

417,620

431,575

4,680,845

495,715

Ordinary income(Millions of yen)

34,84032,98030,73332,864

Net income attributable to (Millions of yen)owners of parent

19,26818,50526,88423,558

Total assets(Millions of yen)

479,469

512,743

553,068

537,180

Total equity

353,517(Millions of yen)342,300

369,852

371,688

Net income per share(Yen)

174.83167.88245.52221.33

Total equity per share(Yen)

3,018.82

3,282.02

3,332.94

3,276.55

Equity ratio

(%)

69.4

70.6

65.1

63.5

ROE

(%)

6.0

5.3

7.4

6.7

Reference(Notes) 1. Net income per share is calculated using the total average number of shares issued during the fiscal year. Total
equity per share is calculated using the total number of shares issued at the end of the fiscal year.
2. Net income per share and total equity per share are calculated using the total number of shares issued (excluding
treasury stock).

- 22 -

(3) Company Initiatives
The Japanese economy is expected to follow a moderate recovery path amid the positive economic cycle
gaining momentum, thanks to the continued improvements in corporate earnings and employment andincome situations as well as the effects of various policies, despite some uncertainties in economic outlook,including the uncertainty surrounding overseas economies.
In this environment, the Group will thoroughly pursue “Earning power through operations” and “Valuein capital markets” based on the Medium-Term Business Plan 2021 for five years starting from the fiscal
year ended March 31, 2017 to March 31, 2021.
1) Medium-Term Business Plan 2021
Based on the four elements that make up the spirit of our founder – “食足世平 Shoku-soku Se-hei(Peace will come to the world when there is enough food.),” “食創為世 Shoku-so Isei (Create foods toserve society),” “美健賢食 Bi-ken Ken-shoku (Eat wisely for beauty and health)” and “食為聖職
Shoku-i Sei-shoku (Food related jobs are a sacred profession)” - our aim is to become an “EARTH
FOOD CREATOR,” as set out in the NISSIN FOODS Group Philosophy, through our commitment tocreating food for the world around us. We go about our work in a “Creative” and “Unique” manner every
day, and provide enjoyment of food for a “Global” audience, in order to make people all over the world“Happy.” NISSIN FOODS Group Vision- 23 -

 Strategy for achieving recognition as a global company
Aiming to achieve the targets of the Medium-Term Business Plan, we will execute the following five
strategies and pursue profitability.
Japan

Instant
noodles
Business
NoninstantnoodlesCUP
NOODLES

Overseas

Go to(1) Promoting global branding

next stage(3) Laying stronger foundations for ourdomestic profit base(2) Focusing on priority overseas
locations(4) Establishing a second pillar that generates revenue and profit(5) Developing and strengthening human resources for global management

Platform Targets of the Medium-Term Business Plan 2021
Within the Medium-Term Business Plan, we have set out numerical targets with an emphasis on“Earning power through operations” and “Value in capital markets,” as key requirements for“Recognition as a global company.” The table below shows the numerical targets of this plan and figures
for performance results in the first fiscal year of the plan. In the first fiscal year of this plan, theCompany made a solid start by bolstering profitability through operations and, as a result, outpacing
initial income forecasts.
3. 2016
Results
JGAAP

3. 2017
Results
JGAAP(Reference)(JGAAP)

Targets
IFRS

Net sales¥468.1 billion¥495.7 billion¥600.0 billion¥550.0 billion

Adjusted operating income*1¥24.7 billion¥32.9 billion¥40.0 billion¥47.5 billion

Market capitalization*2¥570.0 billion¥640.0 billion¥1 trillion

Net income*3¥26.9 billion¥23.6 billion¥33.0 billion

ROE

7.4%

6.7%

8.0% or higher

Adjusted EPS*4

¥196

¥253

Category
Earning
powerthroughoperations

Value in
capitalmarkets

3. 2021CAGR:
10% or higher

¥330

*1

Adjusted operating income = Operating income - Impact of retirement benefit accounting*2

Market capitalization = Stock price × Total number of shares issued (after deduction of treasury stock) as of the end of
the period*3

Net income = “Net income attributable to owners of parent” as per the Japanese Generally Accepted Accounting
Principles (JGAAP), “Profit attributable to owners of parent” as per International Financial Reporting Standards (IFRS)*4

Adjusted EPS = Adjusted NOPAT*5 /Average total number of shares issued (after deduction of treasury stock) during
the fiscal year

*5

Adjusted NOPAT = Adjusted operating income + Equity method gains or losses + Amortization of goodwill (including
equity method companies) - Net income attributable to non-controlling interests*6

Figures in the table are rounded off to the nearest unit.

For the details of the Medium-Term Business Plan, please refer to the “Investor Relations” on the Company’s website.
https://www.nissin.com/en_jp/ir/- 24 -

2) Food Safety
Positioning food safety as its most important management issue, the Group will redouble its efforts
in strengthening its quality control system responsible for safety at every stage, from ingredientprocurement to production, distribution, sales and consumption, including the scientific testing system
the NISSIN Global Food Safety Institute has in place.
3) Corporate Governance
The Company recognizes enhanced and strengthened corporate governance as a top priority for
management in order to promote sustainable growth and increase its corporate value over the medium
to long term. The Company believes that further strengthening its corporate governance andcompliance framework will be necessary, as it strives to achieve higher levels of management
objectivity and transparency. In addition to proactively applying the Corporate Governance Code, theCompany strives to create an environment in which all members of the Group act in accordance withfair values and appropriate decision-making standards. Going forward, the Company will continue
engaging in enhancement and improvement initiatives in the aim of realizing highly effective
corporate governance.
4) CSR Activities
With respect to CSR activities, the Group will continue to make efforts to build a trusted corporategroup by cooperating with the United Nations World Food Programme (Japan Association for theWorld Food Programme) and promoting the Hyakufukushi Project in which we will conduct a total of
100 CSR activities for 50 years from 2008 and sports support activities, among other things.
5) Diversity and Work-life Balance
In order to forge an creative corporate culture conducive to accepting diverse values of employees
and to driving innovations, the Company has established the “Diversity Committee” and proactively
carries out various activities.
In the fiscal year ended March 31, 2017, which was positioned as the “First Year for Diversity,” theCompany focused its activity on enhancing support for balancing work with child-rearing anddeveloping leadership abilities to further promote active roles played by female employees.
In the fiscal year ending March 31, 2018, the Company will work to further promote active roles by
women and improve the environment where employees with diverse work styles are able to work
efficiently. Also, the Company will hold events and seminars regularly so that employees withdifferent backgrounds are able to get to know each other, with the aim of facilitating sustained
improvement of the Company’s competitiveness through the exchange of varying viewpoints andthoughts.

- 25 -

(4) Major parent company and subsidiaries (As of March 31, 2017)i) Major parent company
No items to report.
ii) Major subsidiaries*1

NISSIN FOOD PRODUCTS CO.,
LTD.

Osaka

¥5,000 million

100.0

Manufacture and sale ofinstant noodles*2

MYOJO FOODS CO., LTD.

Tokyo

¥3,143 million

100.0

Manufacture and sale ofinstant noodles*3

NISSIN CHILLED FOODS CO.,
LTD.

Osaka

¥100 million

100.0

Manufacture and sale ofchilled foods*3

NISSIN FROZEN FOODS CO.,
LTD.

Osaka

¥100 million

100.0

Manufacture and sale offrozen foods*6

NISSIN CISCO CO., LTD.

Osaka

¥2,600 million*6

NISSIN YORK CO., LTD.

Tokyo

¥870 million

100.0

Manufacture and sale ofdairy products etc.

*6

NISSIN ASSET MANAGEMENT
CO., LTD.

Tokyo¥50 million

100.0Real estate leasing andmanagement*1

Sapporo Nissin Co., Ltd.

Hokkaido¥250 million

100.0

Manufacture and sale ofinstant noodles*1

Nissin Plastics Co., Ltd.

Shiga

¥450 million

100.0

Manufacture and sale ofcontainers*1

NISSIN F.D. FOODS CO., LTD.

Okayama¥100 million

Manufacture and sale of
100.0 ingredients for instantnoodles*1

Kagawa Nissin Food Products Co.,Ltd.

Kagawa¥100 million

Manufacture and sale of
100.0 ingredients for instantnoodles*1

Nissin Enterprise Corporation

Osaka¥300 million

100.0

Warehousing anddistribution business*1

AJINIHON CO., LTD.

Hiroshima¥95 million

49.4

Manufacture and sale of
soup

*2

NISHINIHON MYOJO CO., LTD.

Hyogo

¥90 million

100.0

Manufacture and sale ofinstant noodles*2

UNI-STAR CO., LTD.

Saitama¥150 million

100.0

Manufacture and sale of
soup

*2

HIGASHINIHON
LTD.

Saitama¥90 million

100.0

Manufacture and sale ofinstant noodles*3

Saitama Nissin Food Products Co.,Ltd.

Saitama¥30 million

Manufacture and sale of
100.0 chilled foods and frozen
foods

*3

SAGAMI FRESH CO., LTD.

Kanagawa¥400 million

100.0

Manufacture and sale ofchilled foods*3

Shikoku Nissin Food Products Co.,Ltd.

Kagawa¥98 million

100.0

Manufacture and sale offrozen foods*3

Takamatsu Nissin Food Products Co.,Ltd.

Kagawa¥80 million

100.0

Manufacture and sale offrozen foods*3

Mie Nissin Food Products Co., Ltd.

Mie¥100 million

100.0

Manufacture and sale offrozen foods*3

Circle Liners Co., Ltd.

Kagawa¥50 million

100.0

Warehousing anddistribution business*3

NICKY FOODS CO., LTD.

Osaka

¥60 million

100.0

Manufacture and sale offrozen foods*6

UJI KAIHATSU DEVELOPMENT
CO., LTD.

Kyoto¥100 million

98.3 Operation of golf course*6

NISSIN NETCOM CO., LTD.

Osaka

¥24 million

100.0

CO.,

Capital stock

Major businessCompany name

MYOJO

Location

Holding ratio(%)

Section- 26 -

Manufacture and sale of
100.0 cereal foods andconfectionery, etc.

Management of real estateManagement of restaurants

Section

Company nameLocation

Capital stock

Holding ratio(%)

Major business

Production and sales of50.1 Japanese rice crackers andsnacks*6

Bonchi Co., Ltd.

Osaka

¥160 million*4

NISSIN FOODS (U.S.A.) CO., INC.

U.S.A.

US$149 million

94.4

Manufacture and sale ofinstant noodles*4

MYOJO U.S.A., INC.

U.S.A.

US$5 million

96.0

Manufacture and sale ofchilled foods*4

NISSIN FOODS DE MEXICO S.A.
DE C.V.

Mexico

MXN215 million

100.0

Manufacture and sale ofinstant noodles*4

NISSIN FOODS DE COLOMBIA
S.A.S.

Colombia

COP5,748 million

100.0 Sale of instant noodles*4

NISSIN TECHNOLOGYALIMENTOS DO BRASIL LTDA.

Brazil

BRL1,038 million

100.0Technical support for
manufacture of foods*4

NISSIN FOODS DO BRASIL
LTDA.

Brazil

BRL27 million

100.0

Manufacture and sale ofinstant noodles*5

NISSIN FOODS CO., LTD.

China

HK$2,030 million

Manufacture and sale ofinstant noodles
98.5
Regional headquarters for
China

*5

WINNER FOOD PRODUCTS LTD.

China

HK$29 million

Manufacture and sale of98.5 instant noodles and frozen
foods

*5

NISSIN FOODS (HK)MANAGEMENT CO., LTD.

China

HK$200Intragroup administrative
98.5 operation and support
business*5

NISSIN FOODS (CHINA)HOLDING CO., LTD.

China

RMB1,443 million*5

SHANGHAI NISSIN FOODS CO.,
LTD.

China

US$44 million

98.5

Manufacture and sale ofinstant noodles*5

GUANGDONG SHUNDE NISSINFOODS CO., LTD.

China

HK$130 million

98.5

Manufacture and sale ofinstant noodles*5

Dongguan Nissin Packaging Co., Ltd.

China

RMB147 million

98.5

Manufacture of instantnoodle packages*5

Nissin Koikeya Foods (China & HK)
Co., Ltd.

China

HK$10 million*5

Fujian Nissin Foods Co., Ltd.

China

RMB235 million

98.5

Manufacture and sale ofinstant noodles*5

ZHUHAI GOLDEN COASTWINNER FOOD PRODUCTS LTD.

China

HK$84 million

69.4

Manufacture and sale ofinstant noodles*5

GUANGYOUGNAN FOOD
PRODUCTS (SHENZHEN) CO.,
LTD.

China

HK$11 million

98.5

Manufacture and sale offrozen foods*5

ZHEJIANG NISSIN FOODS CO.,
LTD.

China

RMB350 million

98.5

Manufacture and sale ofinstant noodles*5

NISSIN FOODS (H.K.) CO., LTD.

China

HK$10 million

98.5 Sale of instant noodles*5

MC Marketing & Sales (Hong Kong)
Limited (Note 1)

China

HK$1,000

50.2 Sale of food products*6

NISSIN FOODS (ASIA) PTE. LTD.

Singapore

S289 million

100.0

Regional headquarters for
Asia

*6

Nissin Foods Singapore Pte. Ltd.

Singapore

S20 million

66.0

Manufacture and sale ofinstant noodles*6

INDO NISSIN FOODS PRIVATE
LTD.

India

INR3,459 million

65.6

Manufacture and sale ofinstant noodles*6

NISSIN FOODS INDIA LTD.

India

INR500 thousand

65.6 Sale of instant noodles*6

Nissin Foods Kft.

Hungary

HUF1,000 million

100.0

*6

Nissin Foods GmbHGermany€25 thousand*6

NISSIN YILDIZ GIDA SANAYI VE
TICARET A.S.

TurkeyTRY99 million

50.0

Manufacture and sale ofinstant noodles*6

NISSIN FOODS VIETNAM CO.,LTD.

Vietnam

US$59 million

100.0

Manufacture and sale ofinstant noodles- 27 -

98.5 Invest in businesses in China

65.0 Sale of confectionery etc.

Manufacture and sale ofinstant noodles

100.0 Sale of instant noodles

Location

Holding ratio(%)

Capital stock

Major business

SectionCompany name

*6

NISSIN FOODS (THAILAND) CO.,LTD.

Thailand

THB2,618 million

66.0

Manufacture and sale ofinstant noodles*6

PT. NISSIN FOODS INDONESIA(Note 2)Indonesia

IDR306.1 billion

66.0

Manufacture and sale ofinstant noodles*1 Nissin Food Products *2 Myojo Foods *3 Chilled and frozen foods *4 The Americas *5 China *6 Others(Notes) 1. MC Marketing & Sales (Hong Kong) Limited is included within the scope of consolidation after becoming
subsidiaries due to the additional acquisition of shares.
2. PT. NISSIN FOODS INDONESIA is included within the scope of consolidation because of increases in thesignificance.
3. There are no wholly owned subsidiaries as defined in Article 118, Item 4 of the Ordinance for Enforcement of
the Companies Act as of the end of the fiscal year under review.

iii) Status of important business combinations
The company which has become a major subsidiary during the fiscal year under review is asfollows.
Company nameReason and date of change

MC Marketing & Sales (Hong Kong) Limited

As of March 15, 2017, the Company acquired shares in MC Marketing & Sales(Hong Kong) Limitediv) Major business
The Group is, while centering on the manufacture and sale of instant foods, primarily instantnoodles, promoting development toward other food business, distribution business and other related
business. The Group is also expanding its business areas overseas through manufacturing and sale ofinstant noodles and others by its local subsidiaries and associates, and through technologicalassistance to these local corporations.
Reportable segments

Main products

Nissin Food Products

Chicken Ramen, Cup Noodle, Nissin-No-Donbei, Nissin Rao, Nissin
Yakisoba U.F.O. and others

Myojo Foods

MYOJO CHARUMERA, MYOJO IPPEICHAN, Myojo Hajimeya
Teitoshitsumen and others

Chilled and frozen foods

Reito Nissin Spa-Oh, Tsukemen no Tatsujin, Gyoretsu-no-Dekiru-Mise-noRamen and others

The Americas

CUP NOODLES, Top Ramen, CHOW MEIN, NISSIN LAMEN and others

China

Demae Iccho, CUP NOODLES, U.F.O. and others

Others

Cereal foods, confectionery, beverages and othersv) Principal offices
Osaka Head Office:Tokyo Head Office:Research Institute:

1-1, 4-chome, Nishinakajima, Yodogawa-ku, Osaka
28-1, 6-chome, Shinjuku, Shinjuku-ku, TokyoNISSIN Global Innovation Center (Tokyo)
NISSIN Global Food Safety Institute (Tokyo)* The Osaka Head Office is registered as the Head office, however, operations primarily take place at the Tokyo
Head Office.

- 28 -

(5) Status of important capital investment and financing
Capital investment in the fiscal year ended March 31, 2017
went mainly toward plant construction to augment the supply
structure for Demae Iccho and other products in the Hong
Kong and China region; construction of a plant in Hungary;construction of a new Kanto plant at Nissin York; andconstruction to meet production, establishment of new lines tobolster production capacity, and production in response to
new production methods at Nissin Food Products and othercompanies.
As a result, the total amount of the capital investment of theGroup was ¥36,340 million. The finances required for thiswere primarily allocated from internal funds and borrowings.
(6) Major creditors (As of March 31, 2017)
Borrowings outstanding(Millions of yen)

Creditors
Mizuho Bank, Ltd.

13,439Sumitomo Mitsui Banking Corporation

7,502

Japan Finance Corporation

6,140

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

6,027

Mizuho Trust & Banking Co., Ltd.

1,877

(7) Status of employees (As of March 31, 2017)i) The Group
Number of employees

Change from the previous
fiscal year-end

11,710

Increase of 510(Note)The number of employees indicates the number of regular employees, and the annual average number of temporary
employees is 5,087.

ii) The Company
Number of employees

Change from the previous
fiscal year-end

Average age

Average service years

717

Increase of 36

39.7

11.5

(Note)The number of employees indicates the number of regular employees.

- 29 -

2. Items Regarding Shares of the Company (As of March 31, 2017)(1) Total number of shares authorized to be issued

500,000,000(2) Total number of shares issued

117,463,685(Note) Total number of shares issued includes 13,373,235 shares of treasury stock held as of the end of the fiscal year
under review.

(3) Number of shares making up one unit

100(4) Number of shareholders

50,449(5) Major shareholders (Top 10 shareholders):
Name of shareholders
Ando Foundation

Number of shares held
(Hundred shares)

Holdingratio (%)

79,043

7.59

Mitsubishi Corp.

78,0007.49

ITOCHU Corp.

54,000

5.19

Ando International Y.K.

39,455

3.79

State Street Bank and Trust
Company

37,286

3.58

Mizuho Bank, Ltd.

33,750

3.24

Japan Trustee Services Bank,
Ltd. (Account in Trust)

32,957

3.17

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

31,388

3.02

The Bank of Tokyo-Mitsubishi
UFJ, Ltd.

22,735

2.18

STATE STREET BANK WEST
CLIENT - TREATY

16,896

1.62(Note) Holding ratio is calculated with total number of shares issued, excluding treasury stock (133,732 hundred shares), as
the denominator.

- 30 -

3. Status of Corporate Governance
Basic Concept of Corporate Governance
While providing safe and worry-free foods, and promoting businesses to maximize benefits to all
stakeholders including shareholders, consumers, employees, business partners, local communities, andlocal residents, the Company recognizes enhanced and strengthened corporate governance as one of the top
priorities for management and strives for highly objective and transparent management. To achieve thisobjective, the Company has already appointed more than one Outside Director and Outside Audit &Supervisory Board Member, and has proactively incorporated the opinions of outside experts inmanagement, thereby endeavoring to invigorate management and make it transparent. In particular withregard to Directors, based on a resolution at the 68th Ordinary General Meeting of Shareholders held on
June 28, 2016, we have reduced the number of Internal Directors by six, to three, and increased the numberof Outside Directors by one, to five. By making Outside Directors the majority, the Company is further
strengthening supervisory functions and promoting swifter decision-making.
As a company with an Audit & Supervisory Board, the Company has a system for monitoring the
Directors’ execution of duties with three Audit & Supervisory Board Members (of which, two Independent
Outside Audit & Supervisory Board Members). Furthermore, the Company is striving to further enhance
corporate governance by placing several staff specializing in assisting the operations of Audit &Supervisory Board Members, enhancing the Internal Auditing Office, which improves the efficiency ofaudits by cooperating with Audit & Supervisory Board Members, and reinforcing the internal control
systems, etc.

Board of Directors

Internal Directors

3 people

Directors:

Audit & Supervisory Board Members:

8 people3 people
Audit & Supervisory Independent Outside
Audit & Supervisory
Board Members
Board Members(Internal)

Outside Directors

2 people

Independent
Outside Directors

3 people- 31 -

1 person

2 people

Policy for Selection of
Candidates for Directors and Audit & Supervisory Board Members
Composition of the Board of Directors and Criteria for Selection of Candidates for Directors
In order to develop the Group’s operations in Japan and overseas under its philosophy, “EARTH FOOD
CREATOR,” the Group selects candidates who possess extensive experience, deep insight, and advanced
specialization, while taking into account the balance of knowledge, experience, and capabilities; diversity
in fields of specialization and gender; and appropriateness of scale of the Board of Directors as a whole.
Candidates for Internal Directors are selected from among those people who are involved in Groupmanagement, such as Executive Officers, Chief Officers, Presidents of operating companies, and Chief
Representatives in each area, in addition to President & Representative Director, CEO, Executive Vice
President & Representative Director, COO.
Candidates for Outside Directors are selected from those who, as well as satisfy the standards of theCompanies Act, are management executives, academic experts and the like, based on their deep insightand advanced specialization with extensive experience in domestic and overseas economics, finance,industry trends, corporate strategy, marketing, advanced research, etc., and who are capable of not only
checking in the Board of Directors meetings from an objective standpoint the legality of management andthe appropriateness of decision-making in the execution of duties, but also, the Group expects, providing
advice leading to business activities that will enhance corporate value in the Board of Directors meetings,
etc.
As for the procedures for the above, candidates are decided by the Board of Directors after theappropriateness of them is deliberated and verified by the Management Advisory Committee.
Composition of the Audit & Supervisory Board and Criteria for Selection of Candidates for Audit& Supervisory Board Members
Based on the Companies Act and other laws and regulations, as well as the Articles of Incorporationand other regulations, the Audit & Supervisory Board audits the process of decision-making by the
Directors and the status of their execution of duties.
The number of the Audit & Supervisory Board Members is four or fewer, the majority of whom are
Outside Audit & Supervisory Board Members.
The criteria for selecting candidates for Audit & Supervisory Board Members (internal) is to selectpeople who can perform auditing and ensure management soundness from a perspective based on
extensive operational experience in the Group.
The criteria for selecting candidates for Outside Audit & Supervisory Board Members is to selectpeople who satisfy the standards of the Companies Act, and who has extensive experience and advanced
specialization, which are necessary for audit.
As for the procedures for the above, candidates are decided by the Board of Directors after theappropriateness of them is deliberated and verified by the Management Advisory Committee and after
obtaining the approval of the Audit & Supervisory Board.

- 32 -

Corporate Governance System Board of Directors
The Company holds “regular meetings of the Board of Directors” on a regular basis and “extraordinary
meetings of the Board of Directors” as appropriate when necessary. The meetings shall consist of Directors
and Audit & Supervisory Board Members who shall discuss and decide on important matters pursuant to
the laws and regulations, “Articles of Incorporation,” and “Board of Directors Regulations.” Furthermore,
the members of the meetings shall receive reports in regard to the execution of duties of Directors, andconduct supervision and the like.
* Evaluation of Effectiveness of the Board of Directors
The Company believes that the effectiveness of the overall Board of Directors is suitably ensured, basedon the evaluation and opinions given from each Director and Audit & Supervisory Board Member
regarding the status and operations of the Board of Directors.
The results that are analyzed are reviewed by the Management Advisory Committee, and the review
results are then deliberated by the Board of Directors. After these procedures, the Company performs selfevaluations as described above. Going forward, the Company will continue evaluating effectiveness bysteadily improving the evaluation framework and evaluation methods in efforts to further enhance
effectiveness of the Board of Directors.
 Management Committee
The Company holds a meeting of the “Management Committee” twice every month to improve
management efficiency. The Committee consists of Directors (excluding Outside Directors), Responsible
Executive Officers, and Audit & Supervisory Board Members (Full-time), and they discuss matters which
are to be resolved by the Board of Directors. Also, matters which authorities are delegated to theCommittee by the Board of Directors pursuant to the “Approval Regulations” are discussed and decided.
 Management Advisory Committee
The Company holds a meeting of the “Management Advisory Committee,” the majority of which are
Independent Directors/Audit & Supervisory Board Members, three times a year. The committee discusses
nomination, remuneration, and governance, and ensures transparency and fairness in nomination,
remuneration, and governance.
- 33 -

 Liaison Committee of Independent Outside Directors and Audit & Supervisory Board Members
The Company holds a meeting of the “Liaison Committee of Independent Outside Directors and Audit &Supervisory Board Members” comprising Independent Outside Directors and Audit & Supervisory Board
Members, twice a year, and the Audit & Supervisory Board Members ensure fulsome information sharing
with Outside Directors.
 Report on the operational status of the systems ensuring the appropriateness of operations
The outline of the operational status of systems ensuring the execution of duties of Directors comply
with the laws and regulations and the Articles of Incorporation, and other systems ensuring theappropriateness of operations is as follows:i) Overall Internal Control Systems
In addition to audits conducted by the Audit & Supervisory Board Members and Financial Auditor of
the Company, Internal Auditing Office, which is under the direct control of President & Representative
Director, CEO, is engaged in internal audits and regularly conducted audits including on-site
inspections in order to confirm that the Group is performing its business in compliance with laws andregulations, “Articles of Incorporation” and other rules and regulations.
In addition, with the aim of enhancing audit efficiency, three parties, Internal Auditing Office, the Audit& Supervisory Board Members and Financial Auditor held regular meetings six times, and exchanged
opinions regarding findings of the audit and other relevant information.
ii) Compliance
Compliance Committee held two meetings during the fiscal year under review and worked tostrengthen the compliance framework of the Group. The Committee identified and evaluatedcompliance risks at business offices of the Company and the Group companies, provided instructions
for improvement as well as education and training to facilitate the sense of compliance taking root.
In addition, the Committee made reports on the status relating reporting of compliance-related
violations and on other matters to the Board of Directors.
iii) Risk Management
Through the “Risk Management Office” established in the General Affairs Division as an office for“Risk Management Committee,” we have identified and evaluated risks, developed countermeasures,and checked the status of the measures taken, in order to get visibility of risks of the entire Group andmanage them.
iv) Management of business of subsidiaries
The Company has approved important matters of its subsidiaries in compliance with the “Approval
Regulations.” With regard to each subsidiary’s business strategy, business conditions, financial
conditions and the like, the Company has regularly received reports from respective subsidiaries asnecessary at the “Board of Directors” and the “Group Company Strategic Presentation.”v) Execution of duties by Directors
・The Company held the “Regular Meetings of the Board of Directors” ten times during the fiscal year
under review to determine important business matters defined in the laws and regulations, the “Articles
of Incorporation” and the “Board of Directors Regulations,” and supervised execution of the duties.
・In principle, the Company held meetings of the “Management Committee” twice a month todeliberate beforehand matters to be resolved by the “Board of Directors” and other important businessmatters and to report on important progress of the business operations.
・The Company held meetings of the “Management Advisory Committee,” the majority of which are
Independent Directors/Audit & Supervisory Board Members, three times a year, and discussed thenomination, remuneration, and governance. The committee ensured transparency and fairness innomination, remuneration, and governance.
- 34 -

・The Company held meetings of the “Liaison Committee of Independent Outside Directors and Audit& Supervisory Board Members” comprising Independent Outside Directors and Audit & Supervisory
Board Members, twice a year, and the Audit & Supervisory Board Members ensured fulsome
information sharing with Outside Directors.
・The Company held the “Group Company Strategic Presentation” every month in principle. Reports,
proposals, and confirmations in regard to strategies (products, finance, human resource and the like)were made by the presidents of the major subsidiaries and overseas regional Chief Representatives, andstatus of execution of duties of subsidiaries was supervised.
・The Company held the “GPS Presentation (Global Platform System Presentation)” comprising chief
officers every month in principle. Strategies were proposed by the chief officers, and status of executionof platform duties was supervised.
・As a preliminary discussion body of the “Board of Directors” and “Management Committee,” theCompany held a meeting of the “Investment and Finance Committee” every month in principle. The
committee consists of members summoned in principle from each platform. The Committee performed
screenings and reviews of important investment and financing and the like in advance.
・As an advisory body to the “Board of Directors” and “Management Committee,” the Company held ameeting of the “Personnel Committee” every month. The Committee consists of chief officers and thelike. Human resource strategy of the Group was reviewed.
vi) Execution of duties of the Audit & Supervisory Board Members
・The meetings of the “Audit & Supervisory Board” were held twelve times during the fiscal year
under review to audit duties executed by Directors.
・The Audit & Supervisory Board Members have conducted audit by attending the meetings of the“Board of Directors” and other important meetings, by interviewing Directors and employees and byother means including on-site inspection concerning matters to be resolved by “the Management
Committee” and other important matters for corporate management.
・The Audit & Supervisory Board members, who work closely with Internal Auditing Office andFinancial Auditor on a steady basis, held regular meetings with them six times to exchange information,and secured effective audits by the Audit & Supervisory Board members.
Reference・Policy on Cross-Holdings of Shares in Listed Companies
In addition to obtaining dividends and capital gains, the Company holds shares in listed companies as
deemed necessary for forming positive relationships with business partners and enhancing corporate value
over the medium to long term by promoting smooth operations. The Board of Directors regularly verifies
such shares from the above-mentioned perspective to determine their continued holdings. In addition, theCompany has a policy of reducing its overall holdings from such perspectives as enhancing capitalefficiency, and sells these holdings as appropriate after taking the impact on the market and other factors
overall into consideration.

・Transactions with Related-Parties
The Company has formulated “Board of Directors Regulations” requiring that transactions between a
Director and the Company (self-transactions and indirect transactions) and transactions with principal
shareholders of the Company must be resolved by the Board of Directors and, if necessary, reported at
Board of Directors meetings.

- 35 -

・Policy on Training Directors and Audit & Supervisory Board Members
To ensure that management supervision and auditing functions are sufficiently conducted by the
Directors and Audit & Supervisory Board Members, the Company provides information necessary to the
execution of duties in an appropriate and timely manner. Furthermore, to ensure sufficient deliberation at
Board of Directors meetings, Outside Directors and Outside Audit & Supervisory Board Members areprovided in advance with Board of Directors meeting materials, explanations, and related information. In
addition, when such Outside Directors and Outside Audit & Supervisory Board Members assume office,they are provided with orientations, dialogues with the management team, and other ongoing opportunities
for understanding the Company’s operations. Furthermore, the Company provides Directors and Audit &Supervisory Board Members with opportunities for training by third-party institutions, with the Company
bearing the costs of such training.

- 36 -

4. Items Regarding the Company’s Officers(1) Names etc. of Directors and Audit & Supervisory Board Members (As of March 31, 2017)
Name

Responsibilities in the Company andsignificant concurrent positions at other organizations

President *1 *2

Koki Ando

CEO (Chief Executive Officer)
President & Representative Director of UJI KAIHATSU DEVELOPMENT CO., LTD.
Chairman of the Ando Foundation
Chairman of Japan Association for the World Food Programme

Executive Vice
President *1 *2

Noritaka Ando

COO (Chief Operating Officer)
President & Representative Director of NISSIN FOOD PRODUCTS CO., LTD.

Director *2

Yukio Yokoyama

Director, CFO (Chief Financial Officer)
and Managing Executive Officer

Director *2 *3

Ken Kobayashi

Chairman of the Board of Mitsubishi Corporation

Director *2 *3Masahiro Okafuji

President & Chief Executive Officer of ITOCHU Corporation

Director *2 *3

Yoko Ishikura

Independent Director

Director *2 *3

Isao Karube

Independent Director
President of Tokyo University of Technology

Director *2 *3

Masato Mizuno

Audit & Supervisory
Board Member (Fulltime)

Hideki Hattori

Audit & Supervisory
Board Member (Fulltime) *2 *4

Kazuo Kanamori

Independent Audit & Supervisory Board Member

Audit & Supervisory
Board Member *2 *4

Chisugi Mukai

Independent Audit & Supervisory Board Member, Lawyer

Position at the Company

Independent Director
Chairman of MIZUNO Corporation*1 Representative Director *2 Member of the Management Advisory Committee *3 Outside Director *4 Outside Audit & Supervisory Board Member(Notes) 1. The Company notified the Tokyo Stock Exchange of Directors Dr. Yoko Ishikura, Dr. Isao Karube, and Mr.
Masato Mizuno, and Audit & Supervisory Board Member (Full-time) Mr. Kazuo Kanamori and Audit &Supervisory Board Member Mr. Chisugi Mukai as Independent Director / Independent Audit & Supervisory
Board Member under the provisions of the said exchange.
2. Director Mr. Masato Mizuno was newly elected as Director and assumed the position at the 68th Ordinary
General Meeting of Shareholders held on June 28, 2016.
3. In regard to Director Dr. Yoko Ishikura, as that name is well known, her name is shown as above, regardless thefact that her legal name is Dr. Yoko Kurita.
4. Audit & Supervisory Board Member (Full-time) Mr. Kazuo Kanamori possesses considerable knowledge offinancial and accounting matters gained through abundant experience at financial institutions. Based on this andthe experience he has cultivated as a director, the Company believes he has sufficient knowledge and experience
to monitor and inspect company management.
5. Officers who resigned during the fiscal year under review
Date of retirement

Reason for retirement

Position, responsibilities and significant
concurrent positions at time of resignation

Susumu Nakagawa

June 28, 2016

Expiration

Executive Vice President & Representative
Director and COO (Chief Operating Officer)

Akihide Matsuo

June 28, 2016

Expiration

Director, Managing Executive Officer
President & Representative Director of
MYOJO FOODS CO., LTD.

Tsunao Kijima

June 28, 2016

Expiration

Director, Managing Executive Officer and in
charge of U.S.A

Name

Mitsuru Tanaka

June 28, 2016

Expiration

Director and CDO (Chief Development
Officer)
Head of NISSIN Global Innovation Center
Head of NISSIN Global Food Safety InstituteYoshinori Miura

June 28, 2016

Expiration

Director and CBO (Chief Business Officer)
Chairperson & Representative Director of
NISSIN FOOD PRODUCTS CO., LTD.

Kiyotaka Ando

June 28, 2016

Expiration

Director and Chief Representative, China

Hiroshi Takano

June 28, 2016

Expiration

Audit & Supervisory Board Member- 37 -

(2) Significant concurrent positions at other organizations and primary activities of Outside
Directors and Outside Audit & Supervisory Board Membersi) Relationship between the Company and the companies where Outside Directors assume
significant concurrent positions
Outside Director Mr. Ken Kobayashi is Chairman of the Board of Mitsubishi Corporation, andOutside Director Mr. Masahiro Okafuji is President & Chief Executive Officer of ITOCHU
Corporation. The Group sells products to both companies and purchases materials from the same.
The transactions are regular transactions for either of the cases, and there are no direct special
interests between the Company and the Outside Directors as individuals.
ii) Primary activities of the Outside Directors and Outside Audit & Supervisory Board Members

Position at theCompany

Director

Director

Director

Director

Director

Audit &
Supervisory
Board Member(Full-time)
Audit &
Supervisory
Board Member

Attendance at theBoard of Directors
meetings

Name

Primary activities

Ken Kobayashi

Attended 9 out of 10 Board of Directors meetings held during the
fiscal year under review, and provided input on overall corporate
management in Japan and overseas based on his abundant
experience as a management executive from a neutral andobjective standpoint as an outside director.

Masahiro Okafuji

Yoko Ishikura

Isao Karube

Masato Mizuno

Kazuo Kanamori

Chisugi Mukai

Attended 8 out of 10 Board of Directors meetings held during the
fiscal year under review, and provided input on overall corporate
management in Japan and overseas based on his abundant
experience as a management executive from a neutral andobjective standpoint as an outside director.
Attended all 10 Board of Directors meetings held during the fiscal
year under review, and provided input on overall corporate
management in Japan and overseas based on her abundant
experience as an international corporate strategy expert from aneutral and objective standpoint as an outside director.
Attended all 10 Board of Directors meetings held during the fiscal
year under review, and provided input on overall corporate
management based on his experience in advanced research,extensive experience of international affairs, and management
experience as a president of a university, from a neutral andobjective standpoint as an outside director.
Attended all 7 out of 10 Board of Directors meetings held during
the fiscal year under review after assuming the position of
Director, and provided input on overall corporate management inJapan and overseas based on his abundant experience as amanagement executive from a neutral and objective standpoint as
an outside director.
Attended all 10 Board of Directors meetings and all 12 Audit &Supervisory Board meetings held during the fiscal year underreview, and actively provided input in those meetings to monitor
and inspect company management from an objective standpoint
which was cultivated through his experience in working at banks.
Attended all 10 Board of Directors meetings and all 12 Audit &Supervisory Board meetings held during the fiscal year underreview, and actively provided input in those meetings mainly froma standpoint as a legal expert.

- 38 -

Attendance at the
Audit &
Supervisory Board
meetings

9/10
–
8/10
–
10/10
–

10/10

–

7/7

–

10/10
12/12
10/10
12/12

(3) Summary of contents of agreements limiting liability with Outside Directors and Outside Audit& Supervisory Board Members
The Company has revised the Articles of Incorporation through the 58th Ordinary General Meeting of
Shareholders held on June 29, 2006 and has established a provision in regard to the agreements limiting
liability with Outside Directors and Outside Audit & Supervisory Board Members (not including Mr.
Kazuo Kanamori, Audit & Supervisory Board Member (Full-time)). Summary of contents of theagreements limiting liability is as follows:i) Agreements limiting liability with Outside Directors
If Outside Directors, after entering into this agreement as Directors, neglect their duties and cause
damages to the Company, and are in good faith and are not grossly negligent in performing theirduties, pursuant to Paragraph 1, Article 423, of the Companies Act, Outside Directors shall be liable
for the damages to the Company to the extent of the minimum liability amount pursuant toParagraph 1, Article 425 of the said Act or ¥12 million, whichever is higher. The Company shallexempt Outside Directors from the portion exceeding such liability amount for the damages.
ii) Agreements limiting liability with Outside Audit & Supervisory Board Members
If Outside Audit & Supervisory Board Members, after entering into this agreement as Audit &Supervisory Board Members, neglect their duties and cause damages to the Company, and are ingood faith and are not grossly negligent in performing their duties, pursuant to Paragraph 1, Article
423, of the Companies Act, Outside Audit & Supervisory Board Members shall be liable for thedamages to the Company to the extent of the minimum liability amount pursuant to Paragraph 1,
Article 425, of the said Act or ¥10 million, whichever is higher. The Company shall exempt Outside
Audit & Supervisory Board Members from the portion exceeding such liability amount for thedamages.

- 39 -

(4) Amount of remuneration for Directors and Audit & Supervisory Board Members
Title
Director(of which Outside
Directors)
Audit & Supervisory
Board Member(of which Outside
Audit & Supervisory
Board Members)
Total(of which Outside
Directors and Outside
Audit & Supervisory
Board Members)

Number of payees

Amount of basic
remuneration(Millions of yen)

Stock option(Millions of yen)

Total
(Millions of yen)

14

372

204

576

(5)

(47)

–

(47)

4

38

–

38

(3)

(29)

–

(29)

18

410

204

614

(8)

(77)

–

(77)

(Notes) 1. The maximum amount of remuneration for Directors and Audit & Supervisory Board Members (basic
remuneration) by resolution of the General Meeting of Shareholders (not including employee equivalent salaries
paid to Director who is also employee) is not exceeding ¥700 million per year (of which ¥100 million or less for
Outside Directors; by resolution of the 68th Ordinary General Meeting of Shareholders held on June 28, 2016)
for Director, and not exceeding ¥60 million per year for Audit & Supervisory Board Member (by resolution of
the 47th Ordinary General Meeting of Shareholders held on June 29, 1995).
2. The maximum amount of remuneration-type stock options for Director (excluding Outside Director) byresolution of the General Meeting of Shareholders is not exceeding ¥500 million per year (by resolution of the60th Ordinary General Meeting of Shareholders held on June 27, 2008).
3. The above includes remuneration for six (6) Directors and one (1) Audit & Supervisory Board Member who
retired at the conclusion of the 68th Ordinary General Meeting of Shareholders held on June 28, 2016.
4. The above remuneration for Outside Directors and Outside Audit & Supervisory Board Members includes
remuneration of ¥9 million which Outside Directors and Outside Audit & Supervisory Board Members received
at the Company’s subsidiaries.
5. At the 60th Ordinary General Meeting of Shareholders held on June 27, 2008, the Company resolved to abolishthe Retirement Benefits Plan for Officers. For Directors and Audit & Supervisory Board Members who remained
in office after that point, the Company also resolved to pay Retirement Benefits to each officer at the time of theirretirement, corresponding to their terms of office prior to the abolishment of the plan. Accordingly, in addition to
the above, ¥130 million was paid to two (2) Directors and one (1) Audit & Supervisory Board Member who
retired during the period.

Policy on determining the amount of remuneration and other payments for Directors and Audit& Supervisory Board Members and calculation method thereofRemuneration for Director consists of the “basic remuneration” paid according to position and role
importance of the Director, and the “remuneration-type stock options” for the purpose of increasing
motivation and incentives toward the contribution to sustained improvement of business performanceand enhancement of corporate value over the medium- to long-term within the scope of the total amountresolved by the General Meeting of Shareholders. However, in view of the nature of the duties, theremuneration for Outside Director is not linked to business performance and consists only of “basic
remuneration” paid according to the position. The procedures for the above are decided by the Board of
Directors after the appropriateness of said procedures is deliberated and verified by the Management
Advisory Committee, the majority of which are Independent Outside Directors and Independent
Outside Audit & Supervisory Board Members.
Furthermore, although remuneration for Audit & Supervisory Board Member is determined throughdiscussions with the Audit & Supervisory Board Member within the scope of the total amount resolvedby the General Meeting of Shareholders, in view of the nature of auditing service, remuneration for
Audit & Supervisory Board Member is not linked to business performance and consists only of “basic
remuneration” paid according to the position.

- 40 -

5. Status of Financial Auditor(1) Name of the financial auditor
Deloitte Touche Tohmatsu LLC(2) Remuneration for the financial auditor for the fiscal year under reviewi) Remuneration payable by the Company to the financial auditor for the fiscal year under review
The amount of remuneration and other amounts in regard to services defined under Paragraph 1,
Article 2, of the Certified Public Accountants Act¥53 millionii) Total amount of cash and other economic benefits payable by the Company and its consolidated
subsidiaries to the financial auditor¥101 million(Notes) 1. In the audit agreement between the Company, its consolidated subsidiaries and the financial auditor,
remuneration amount in regard to audit pursuant to the Companies Act and the remuneration amount inregard to audit pursuant to the Financial Instruments and Exchange Act are not categorized. As it also cannot
be categorized in essence, the amounts shown in i) and ii) represent the total amount of these remuneration
amounts.
2. As a result of conducting the necessary verification on the appropriateness of the contents of the audit planof the financial auditor, the status of performance of the financial audit, and the grounds for calculating
remuneration, etc., the Audit & Supervisory Board resolved that it is appropriate to approve the amount of
remuneration, etc. for the financial auditor.

(3) Status of audit at consolidated subsidiaries
Among the Company’s consolidated subsidiaries, some of the overseas subsidiaries are audited byother certified public accountants or audit firms (including those who have equivalent certificates inforeign countries) other than the Company’s financial auditor.
(4) Details of non-auditing services
The Company seeks advice in regard to transition to International Financial Reporting Standards(IFRS) and the like, and pays fees to Deloitte Touche Tohmatsu LLC for the advices received. Suchare services other than ones defined under Paragraph 1, Article 2 of the Certified Public Accountants
Act.
(5) Policy on decision for dismissal or non-reappointment of the financial auditor
Other than the Company’s convenience, if an event occurs in which serious hindrance is caused to
the Company’s auditing services, in such situations where the financial auditor conflicts with or does
not comply with the Companies Act, the Certified Public Accountants Act and the like, or hasreceived a disposition such as suspension of auditing services from the supervising authority, theAudit & Supervisory Board shall consider to dismiss or not reappoint the financial auditor concerned
based on the facts. If dismissal or non-reappointment is judged appropriate, the Audit & Supervisory
Board will resolve the dismissal or non-reappointment of the financial auditor, and the Board of
Directors, based on the resolution concerned, shall submit the relevant proposal to the General
Meeting of Shareholders.
(6) Overview of the agreements limiting liability with financial auditor
Agreements limiting liability have not been concluded between the financial auditor and theCompany.

- 41 -

6. Policy Relating to the Decision of Dividends of Surplus
The Company constantly endeavors to increase the Group’s earning potential, recognizing growth in
the corporate value and the provision of appropriate shareholder returns as the most importantmanagement priorities. Our basic policy is to provide continuous and stable returns to shareholders
while taking consolidated business results and future capital requirements into consideration.
With respect to the use of internal reserves, we will provide for capital needs, such as capital
investments, R&D spending, and M&A, for the purpose of further increasing corporate value, and will
efficiently invest surplus funds with risks taken into account.
Based on the above policy, with respect to future dividends to shareholders, we will endeavor tohave a payout ratio of around 40%.

(Notes) 1. Until otherwise stated in this document, amounts and number of shares presented in this business report less than
one full unit have been rounded down.
However, in respect of net income per share, total equity per share, and percentages, figures have been rounded to
the nearest unit.
2. Consumption tax is not included in stated amounts.

- 42 -

Consolidated Financial Statements
Consolidated Balance Sheet (As of March 31, 2017)(Millions of yen)Account Title
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable-tradeMarketable securities
Merchandise and finished goods
Raw materials and supplies
Deferred tax assets
Other
Less: Allowance for doubtfulreceivables
Fixed assets
Property, plant and equipment
Buildings and structures

AmountAccount Title

177,887
70,91965,2901,155
12,697
16,2095,149
6,849

135,847
51,70518,45032,961449
7,926
24,355Long-term liabilities

47,815Long-term debt

15,867

Lease liabilities beyond one year
Asset retirement obligations
Deferred tax liabilities
Deferred tax liabilities on land
revaluation
Liability for retirement benefits
Other

2,863
55
16,629(385)
359,293
188,01360,936

Machinery, equipment and vehicles

50,689Tools and fixtures
Land

4,200
52,748AmountLiabilities
Current liabilities
Notes and accounts payable-trade
Short-term borrowings
Accrued payables
Lease liabilities within one year
Accrued income taxes
Other

2,002
7,346
3,051

Leased assets

3,400

Total liabilities

183,662

Construction in progress
Other

14,4881,550

EquityShareholders’ equity
Common stock
Capital surplus
Retained earnings
Treasury stock, at cost

324,830
25,122
49,823308,074(58,190)

Intangible fixed assets
Goodwill
Other

44,07030,464
13,606

Investments and other assets

127,208

Investments in securities

120,136

Investments in capital782

Long-term loans

918

Deferred tax assets

2,120

Net defined benefit asset
Other
Less: Allowance for doubtfulreceivables

335
3,046

Total assets

Accumulated other comprehensive
incomeUnrealized gain (loss) on availablefor-sale securities
Land revaluation reserve
Foreign currency translation
adjustments
Defined retirement benefit plans

16,227
23,794(6,382)(1,403)218

Stock acquisition rights

1,626

(132)

Non-controlling interests

10,833

Total equity

353,517537,180

Total liabilities and equity

537,180- 43 -

Consolidated Statement of Income (Year ended March 31, 2017)(Millions of yen)Account Title

AmountNet sales
Cost of sales

495,715
270,219

Gross profit

225,496

Selling, general and administrative expenses

196,878

Operating income

28,618Non-operating income
Interest income
Dividend income
Gain on sales of securities
Equity in earnings of associates
Other

811
1,405
1,332
1,687
896

Non-operating expenses
Interest expense
Foreign exchange loss
Commission fee
Other

356
774
276
479

Ordinary income

6,133

1,886
32,864Extraordinary gains
Gain on sales of fixed assets
Gain on sales of investments in securities
Insurance proceeds
Other

141
6,834
283
245

7,505

Extraordinary losses
Loss on sales of fixed assets
Loss on disposal of fixed assets
Impairment losses
Loss on valuation of investment in subsidiaries and affiliates
Loss due to a fire
Settlement payout due to contract change
Loss associated with factory closure
Other

124
618
977
1,073
511
585
609
351

4,851

Income before income taxes

35,517

Income taxes - current
Income taxes - deferred

12,819(1,029)Net income

11,78923,728Net income attributable to non-controlling interests

170

Net income attributable to owners of parent

23,558- 44 -

Consolidated Statement of Changes in Equity (Year ended March 31, 2017)(Millions of yen)
Shareholders’ equity
Common stock
Balance at the
beginning of the year

25,122

Capital surplus

Retained earnings

Treasury stock

Total shareholders’equity48,417

293,803(35,836)331,267

Total increase(decrease) during theyear
Cash dividends paid

(8,648)(8,648)Net income attributableto owners of parent

23,55823,558Acquisition of treasury
stock
Sales of treasury stock(84)

Reversal of land
revaluation reserve(22,939)(22,939)

584

500
56

56

Transfer to capitalsurplus from retained
earnings

78(78)

Change in scope of
consolidation

(228)

(228)

Adjustments due tochange in accounting
period of consolidated
subsidiaries

(387)

(387)

Change in ownershipinterest of parent due totransactions with noncontrolling interests

1,652

1,652

Net changes of items
other than shareholders’equity–Total increase(decrease) during the
year

–

1,646

14,270(22,354)(6,436)

Balance at the end of
the year

25,122

49,823308,074(58,190)324,830- 45 -

Accumulated other comprehensive income
Deferred
Unrealizgain (loss)
Total
Stock
Noned gain
ForeignDefinedonLand
accumulated acquisition controlling(loss) on
currency retirement
derivatives revaluation
otherinterests
rightsavailabletranslation
benefitunder
reservecomprehen-for-saleadjustments
plans
hedge
sive income
securities
accounting
Balance at the
beginning of the year

43,172(261)(6,379)(4,576)(3,178)28,774

1,859

9,786

Total
equity371,688

Total increase(decrease) during theyear
Cash dividends paid

(8,648)Net income attributableto owners of parent

23,558Acquisition of treasury
stock(22,939)

Sales of treasury stock

500

Reversal of land
revaluation reserve

56

Transfer to capitalsurplus from retained
earnings–

Change in scope of
consolidation(228)

Adjustments due tochange in accounting
period of consolidated
subsidiaries(387)

Change in ownershipinterest of parent due totransactions with noncontrolling interests

1,652

Net changes of items
other than shareholders’equity(19,377)

261

(2)

3,173

3,397

(12,548)

(233)

1,046

(11,734)

Total increase(decrease) during theyear(19,377)

261

(2)

3,173

3,397

(12,548)

(233)

1,046

(18,170)

Balance at the end of
the year

21,794–(6,382)(1,403)218

16,227

1,626

10,833

353,517(Note) Monetary amounts in this table are shown rounded down to the nearest unit.

- 46 -

Non-consolidated Financial Statements
Balance Sheet (As of March 31, 2017)(Millions of yen)Account Title
AssetsCurrent assets
Cash and deposits
Accounts receivable-tradeMarketable securities
Raw materials and supplies
Prepaid expenses
Deferred tax assets
Accounts receivable-other
Other
Less: Allowance for doubtfulreceivables
Fixed assets
Property, plant and equipment
Buildings
Structures

AmountAccount Title

64,72632,32926,698
100
1,804
438
570
532
2,297

Liabilities
Current liabilities
Notes payable-trade
Accounts payable-trade
Short-term borrowings
Lease liabilities within one year
Accrued payables
Accrued expenses
Accrued income taxes
Deposits received(46)
307,721
19,495
7,706
688

Unearned revenue
Other

VehiclesTools and fixtures

0
1,145

Long-term liabilities
Lease liabilities beyond one year
Deferred tax liabilities
Deferred tax liabilities on land
revaluation
Provision for retirement benefits
Other

Land

7,322

Total liabilities

Leased assets
Construction in progress

23
2,103

EquityShareholders’ equity
Common stock
Capital surplus
Legal capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for reduction entry oflandReserve for improvement offacilities
Reserve for overseas market
development
Reserve for productdevelopment
General reserve
Retained earnings brought
forward
Less: Treasury stock, at cost

Machinery and equipment

Intangible fixed assets
Trademark right
Software
Other
Investments and other assets
Investments in securities

505

4,680
1
4,591
87
283,545
83,232

Shares of subsidiaries and associates

164,172

Investments in capital of subsidiaries
and associates

35,275

Other977

Less: Allowance for doubtfulreceivables(113)

Valuation and translation adjustments
Unrealized gain (loss) on availablefor-sale securities
Land revaluation reserve
Stock acquisition rights
Total assets

372,447

Amount137,391
88
32,951
15,000
13
3,913
1,388
1,228
81,386
114
1,306
8,259
15
5,333
490
310
2,109
145,651
210,023
25,122
48,37048,370194,720
6,280
188,440
2,572
200
200
300
160,300
24,868(58,190)
15,146
21,694(6,548)
1,626

Total equity

226,796

Total liabilities and equity

372,447- 47 -

Statement of Income (Year ended March 31, 2017)(Millions of yen)Account Title

AmountNet sales
Revenue from management support services
Dividend income from subsidiaries and associates
Other sales

18,285
16,937
12,38747,611

Cost of sales

11,210Gross profit

36,401

Selling, general and administrative expenses

19,144

Operating income

17,256

Non-operating income
Interest income
Dividend income
Gain on sales of securities
Other

14
1,349
1,332
308

Non-operating expenses
Interest expense
Foreign exchange loss
Other

40
627
140

Ordinary income

3,003

807
19,452Extraordinary gains
Gain on sales of fixed assets
Gain on sales of investments in securities

82
6,828

Extraordinary losses
Loss on disposal of fixed assets
Loss on valuation of stocks of subsidiaries and affiliates
Settlement payout due to contract change
Other

16
798
585
67

Income before income taxes

6,911

1,467
24,896

Income taxes - current
Income taxes - deferred

3,386
(262)

Net income

3,124
21,771- 48 -

Statement of Changes in Equity (Year ended March 31, 2017)(Millions of yen)
Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings

Common Legal Other
stock
capital capitalsurplus surplus
Balance at the
beginning of theyear

25,122

48,3705

Legalretainedearnings

6,280

Reserve for Reserve for
reduction improveentry ofment ofland
facilities
2,572

200

Reserve foroverseas
marketdevelopment
200

Reserve
Retainedfor
General earnings
product
reserve brought
developforward
ment
300

160,300

11,767

Total increase(decrease) during
the year
Cash dividends paid

(8,648)Net income

21,771

Acquisition oftreasury stock
Sales of treasury
stock

(84)

Transfer to capitalsurplus fromretained earnings

78

(78)

Reversal of land
revaluation reserve

56

Net changes of items
other thanshareholders’ equity
Total increase(decrease) during
the year

–

–

(5)

–

–

–

–

–

–

13,100

Balance at the endof the year

25,122

48,370

–

6,280

2,572

200

200

300

160,300

24,868- 49 -

Shareholders’ equity
Treasurystock
Balance at the
beginning of theyear(35,836)

Valuation and translation adjustments

Unrealized
DeferredTotalgain (loss) on gain (loss) on
Landshareholders’ available-for- derivatives revaluation
equitysale
under hedge
reservesecurities
accounting
219,282

41,738(261)(6,495)

Total
Stock
Valuation acquisition
andrightstranslation
adjustments
34,981

1,859

Total
equity256,123

Total increase(decrease) during
the year
Cash dividends paid

(8,648)(8,648)Net income

21,771

21,771

Acquisition oftreasury stock(22,939)(22,939)(22,939)

Sales of treasury
stock

584

500

500

Transfer to capitalsurplus fromretained earnings––

Reversal of land
revaluation reserve

56

56

Net changes of items
other thanshareholders’ equity–(20,043)

261

(52)

(19,834)(233)(20,067)

Total increase(decrease) during
the year(22,354)(9,258)(20,043)

261

(52)

(19,834)(233)(29,326)

Balance at the endof the year

(58,190)

210,023

21,694–(6,548)15,146

1,626

226,796(Note) Monetary amounts in this table are shown rounded down to the nearest unit.

- 50 -

Audit Reports
Audit Report of Financial Auditor on Consolidated Financial Statements(Translation)

INDEPENDENT AUDITORS’ REPORTMay 12, 2017
To the Board of Directors of
NISSIN FOODS HOLDINGS CO., LTD.
Deloitte Touche Tohmatsu LLC
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Yoshihiro Tsuda
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Seiji Oguchi
Pursuant to the fourth paragraph of Article 444 of the Companies Act, we have audited the consolidated financial
statements of NISSIN FOODS HOLDINGS CO., LTD. and its consolidated subsidiaries for the fiscal year from April 1,2016 to March 31, 2017, namely, the consolidated balance sheet, the consolidated statement of income and consolidated
statement of changes in equity, and the notes to consolidated financial statements.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements inconformity with accounting principles generally accepted in Japan, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion from an independent perspective on these consolidated financial statements
based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures are, upon the auditor’s judgment, selected and implemented based on
the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the preparation and fair presentation of
the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, though
expressing an opinion on the effectiveness of the internal control is not the purpose of an audit. An audit also includes
evaluating the overall presentation of the consolidated financial statements, including evaluating the appropriateness ofaccounting policies used and the reasonableness of accounting estimates made by management.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit anopinion.
Audit Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, thefinancial position of NISSIN FOODS HOLDINGS CO., LTD. and its consolidated subsidiaries as of March 31, 2017, andthe results of their operations for the year then ended in conformity with accounting principles generally accepted inJapan.
Matters to be emphasized
As described in “Changes in Accounting Policies that are Difficult to Distinguish from Changes in Accounting
Estimates,” the Company and its consolidated subsidiaries in Japan had mainly adopted the declining-balance method forthe depreciation of property, plant and equipment (excluding leased assets). However, they have adopted the straight-line
method of depreciation from the fiscal year under review.
Our opinion is not affected by the matters described above.
Interest
Our firm and the engagement partners do not have any interest in the Company for which disclosure is required under
the provisions of the Certified Public Accountants Act.

- 51 -

Audit Report of Financial Auditor on Financial Statements(Translation)

INDEPENDENT AUDITORS’ REPORTMay 12, 2017
To the Board of Directors of
NISSIN FOODS HOLDINGS CO., LTD.
Deloitte Touche Tohmatsu LLC
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Yoshihiro Tsuda
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Seiji Oguchi
Pursuant to the first item, second paragraph of Article 436 of the Companies Act, we have audited the financial
statements of NISSIN FOODS HOLDINGS CO., LTD. for the 69th fiscal year from April 1, 2016 to March 31, 2017,
namely, the balance sheet, the statement of income and statement of changes in equity, the notes to financial statements,
and the accompanying supplemental schedules.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements and theaccompanying supplemental schedules in conformity with accounting principles generally accepted in Japan, and for suchinternal control as management determines is necessary to enable the preparation of financial statements that are free frommaterial misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements and the accompanying supplemental schedules
based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
and the accompanying supplemental schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements and the accompanying supplemental schedules. The procedures are, upon the auditor’s judgment, selected andimplemented, based on the assessment of the risks of material misstatement of the financial statements and theaccompanying supplemental schedules, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the preparation and fair presentation of the financial statements and theaccompanying supplemental schedules in order to design audit procedures that are appropriate in the circumstances,though expressing an opinion on the effectiveness of the internal control is not the purpose of an audit. An audit also
includes evaluating the overall presentation of the financial statements and the accompanying supplemental schedules,
including evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates madeby management.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Audit Opinion
In our opinion, the financial statements and the accompanying supplemental schedules referred to above present fairly,
in all material respects, the financial position of NISSIN FOODS HOLDINGS CO., LTD. as of March 31, 2017, and theresults of its operations for the year then ended in conformity with accounting principles generally accepted in Japan.
Matters to be emphasized
As described in “Changes in Accounting Policies that are Difficult to Distinguish from Changes in Accounting
Estimates,” the Company had mainly adopted the declining-balance method for the depreciation of property, plant andequipment (excluding leased assets). However, it has adopted the straight-line method of depreciation from the fiscal year
under review.
Our opinion is not affected by the matters described above.
Interest
Our firm and the engagement partners do not have any interest in the Company for which disclosure is required under
the provisions of the Certified Public Accountants Act.

- 52 -

Audit Report of Audit & Supervisory Board(Translation)

Audit Report
With respect to the Directors’ performance of their duties during the 69th business year (from April 1, 2016 to March
31, 2017), the Audit & Supervisory Board has prepared this audit report, as the agreed opinion of all the Audit &Supervisory Board Members formed as a result of their deliberations, based on the audit reports prepared by each Audit &Supervisory Board Member, and hereby reports 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., and received a reportfrom each Audit & Supervisory Board Member regarding the status of implementation of their audits and results
thereof. In addition, the Audit & Supervisory Board has received reports from the Directors etc. and the financial
auditor regarding the status of performance of their duties, and requested explanations as necessary.
(2) In conformity with the Audit & Supervisory Board Member auditing standards established by the Audit &Supervisory Board, and in accordance with the audit policies and assignment of duties, etc., each Audit &Supervisory Board Member endeavored to facilitate mutual understanding with the Directors, the internal audit
office and other employees, etc., endeavored to collect information and maintain and improve the audit
environment, and conducted the audit based on the following method.
1) Each Audit & Supervisory Board Member attended the meetings of the Board of Directors and other important
meetings, received reports on the status of performance of duties from the Directors and employees, etc. andrequested explanations as necessary, inspected important approval/decision documents, and investigated thestatus of the corporate affairs and assets at the head office and other principal business locations. With respect tothe subsidiaries, each Audit & Supervisory Board Member endeavored to facilitate mutual understanding andinformation exchange with the Directors and Audit & Supervisory Board Members, etc. of each subsidiary andreceived from subsidiaries reports on their respective businesses as necessary.
2) Each Audit & Supervisory Board Member received reports on a regular basis from the Directors and employees,
etc., requested explanations as necessary, and provided opinions, with respect to establishment and operation of
the internal control systems which shall be developed and maintained based on the Board of Directors’
resolutions regarding the development and maintenance of the systems to ensure that the Directors’ performanceof their duties mentioned in the business report is complied with applicable laws and regulations and the Articles
of Incorporation of the Company and other systems being necessary for ensuring the appropriateness of thecorporate affairs of an enterprise consisting of a joint stock company (kabushiki kaisha) and its subsidiaries thatare set forth in Article 100, Paragraphs 1 and 3 of the Ordinance for Enforcement of the Companies Act.
3) The contents of the basic policies set forth in Article 118, Item 3 (a) of the Ordinance for Enforcement of theCompanies Act and undertakings set forth in (b) in the same item, as described in the business report, were also
considered in light of the circumstances etc. of deliberations by the Board of Directors and other bodies.
4) Each Audit & Supervisory Board Member monitored and verified whether the financial auditor maintained its
independence and properly conducted its audit, received a report from the financial auditor on the status of its
performance of duties, and requested explanations as necessary. Each Audit & Supervisory Board Member was
notified by the financial auditor that it had established a “system to ensure that the performance of the duties ofthe financial auditor was properly conducted” (the matters set forth in the items of Article 131 of the Ordinanceon Accounting of Companies) in accordance with the “Quality Control Standards for Audits” (BusinessAccounting Council, October 28, 2005), and requested explanations as necessary.
Based on the above-described methods, we examined the business report and the financial statements (balance
sheet, statement of income, statement of changes in equity, and notes to financial statements) and the annexed
detailed statements thereto, as well as the consolidated financial statements (consolidated balance sheet,consolidated statement of income, consolidated statement of changes in equity, and notes to consolidated financial
statements), for the 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 annexed detailed statements thereto fairly present the status of
the Company in conformity with the applicable laws and regulations and the Articles of Incorporation of theCompany.
ii) We acknowledge that no misconduct or material fact constituting a violation of any law or regulation or the
Articles of Incorporation of the Company was found with respect to the Directors’ performance of their duties.
iii) We acknowledge that the Board of Directors’ resolutions with respect to the internal control systems areappropriate. We did not find any matter to be mentioned with respect to the contents in the business report andDirectors’ performance of their duties concerning the internal control systems.

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iv) We did not find any matter to be mentioned with respect to the basic policies, described in the business report,
regarding those who control the Company’s determination of its financial and business policies. Undertakings set
forth in Article 118, item 3 (b) of the Ordinance for Enforcement of the Companies Act of Japan and described in
the business report are in line with the basic policies, do not impair the common interests of the Company’s
shareholders, and are not directed to the purpose of maintaining the status of the officers of the Company.
(2) Results of Audit of Financial Statements and their Annexed Detailed Statements
We acknowledge that the methods and results of audit performed by the financial auditor Deloitte Touche Tohmatsu
LLC, are appropriate.
(3) Results of Audit of Consolidated Financial Statements
We acknowledge that the methods and results of audit performed by the financial auditor Deloitte Touche Tohmatsu
LLC, are appropriate.
May 15, 2017
Audit & Supervisory Board of NISSIN FOODS HOLDINGS CO., LTD.
Full-time Audit & Supervisory Board Member
Full-time Audit & Supervisory Board Member(Outside Audit & Supervisory Board Member)
Audit & Supervisory Board Member(Outside Audit & Supervisory Board Member)- 54 -

Hideki Hattori
Kazuo Kanamori
Chisugi Mukai