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.

Securities Code: 2897
June 6, 2016
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 68th Ordinary General Meeting of Shareholders
First and foremost, we at NISSIN FOODS HOLDINGS CO., LTD. would like to express our deepest
sympathies to all those who have been affected by the 2016 Kumamoto Earthquake. We hope that recovery
will proceed quickly.
You are cordially invited to attend the 68th 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 (mail) or by theelectromagnetic method (the Internet). Please review the Reference Documents for the General Meeting of
Shareholders as described hereinafter, and exercise your voting rights by either of the methods stated on thenext page no later than 5:40 p.m. on Monday, June 27, 2016.
1. Date and time:

Tuesday, June 28, 2016, 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 68th fiscal year from April 1, 2015 to March 31,
2016
2. Non-consolidated Financial Statements for the 68th fiscal year from April 1,2015 to March 31, 2016
Matters to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Eight (8) Directors
Proposal 3:
Election of One (1) Alternate Audit & Supervisory Board Member
Proposal 4:
Revision of Remuneration for Outside Directors
Proposal 5:
Renewal of the Countermeasures to the Large-Scale Acquisition of theCompany’s Shares (Takeover Defense Measures)
4. Matters prescribed for convocation
Exercise of Voting Rights by Proxy
A shareholder may exercise his/her voting rights by designating one proxy who is anothershareholder holding voting rights of the Company to attend the meeting. Please note, however, that theproxy will be required to present documentary proof of the proxy’s authority and documentation toconfirm the shareholder who delegated the right (for example, enclosed voting card) to the receptionist
on the day of the meeting.

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Methods of Exercise of Voting Rights[Exercise of Voting Rights by Mail]
Please indicate your approval or disapproval for each proposal on the enclosed voting card and return it
to us by mail so that it arrives by 5:40 p.m. on Monday, June 27, 2016.
[Exercise of Voting Rights via the Internet]
Please access the “voting right exercise website” designated by the Company (http://www.itsoukai.com/) with the “voting code” and “password” provided on the enclosed voting card, follow the
instructions on the screen and enter your approval or disapproval for each proposal by 5:40 p.m. on
Monday, June 27, 2016.
Concerning exercise of voting rights via the Internet, please refer to “Guidance for Exercise of Voting
Rights via the Internet” on page 3.
In the event of duplicate votes by the voting card and via the Internet, the Internet vote shall be treated asvalid.
The Company participates in the electronic voting platform for institutional investors operated by ICJ,Inc.

 If attending the meeting in person, please present the enclosed voting card to the receptionist.
The reception will start at 9:00 a.m.
 Please bring this Notice of Ordinary General Meeting of Shareholders to conserve resources on the day of the General
Meeting of Shareholders.
 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 (http://nissin.com/), in accordance with the provisions of laws and regulations and Article 17 of the Company’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(http://nissin.com/). The amendments in these documents will be available in Japanese only.

-2-

Guidance for Exercise of Voting Rights via the Internet
1. Exercise of Voting Rights via the Internet(1) 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.

http://www.it-soukai.com/(2) The deadline for exercising voting rights is 5:40 p.m. on Monday, June 27, 2016, and you need to complete entering
your vote by then. We kindly ask that you exercise your voting rights as soon as possible.
(3) 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.
(4) 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.
(5) Please note that any costs relating to connection to the Internet will be the burden of the shareholder.
Notes:• Passwords are used to verify the identity of the person exercising his/her rights as a shareholder. The Company’s staff
will never ask you to disclose your password.
• 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.
• Although it has been confirmed that the “voting right exercise website” operates normally in the ordinary Internetconnected devices, you may experience some difficulties in accessing the website depending on the device you use.

2. 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]
Institutional investors may use the electronic voting platform operated by ICJ, Inc.

-3-

Attached Documents

Business Report (From April 1, 2015 to March 31, 2016)
1. Items Regarding Current Conditions of the Nissin Foods Group(1) Business progress and results
During the fiscal year ended March 31, 2016, the Japanese economy remained at a stalemate,mainly reflecting a sense of stagnation in consumer spending, although employment and income
conditions were improving. The business environment continued to be uncertain, with a growing riskof downward pressure on the Japanese economy caused by a downturn in the economies of China andother emerging Asian countries and resource-rich countries.
In this environment, the Nissin Foods Group (the “Group”) made efforts to ensure the penetrationof revised prices and enhance its brand value through the effective launch of new products and therenewal of its products based on accurate product development and marketing according to targets set
after the price revision of domestic products implemented in the previous fiscal year.
With regard to food safety, we position it as the Group’s most important management issue andwork to further strengthen the quality control system.
The Group also pursued a global strategy focusing on emerging countries with high growthpotential, and worked to build a robust corporate base to enable an immediate response to changes in
the management environment with an aim for the maximization of its group-wide synergy.
As a result, concerning the business results in the fiscal year under review, net sales was ¥468,084
million, up 8.5% year on year. With respect to profits, operating income was ¥26,399 million, up 8.6%
year on year, ordinary income was ¥30,733 million, down 6.8% year on year, and net income
attributable to owners of parent was ¥26,884 million, up 45.3% year on year.
(Net sales by reportable segment for the fiscal year under review)
Reportable segments

Net sales by segment(Millions of yen)

Year on year change (%)

Nissin Food Products

223,612+3.6

Myojo Foods

41,609+6.2

Chilled and frozen foods

59,810+5.6

The Americas

48,280

+35.1

China

40,883+18.5

Others

53,888+8.3

468,084

+8.5

Total

The following is an overview of performance by reportable segmenti) Nissin Food Products
The sales of Nissin Food Products increased year on year due to a rise in the sales of cup-typeinstant noodles.
In cup-type instant noodles, the Cup Noodle series, which was renewed in April 2015 based on
the concept of “Plentiful ingredients!!,” sold favorably, and the newly released Cup Noodle Light
Plus, which is low in calories but includes added vegetables and food fiber, contributed to theincreased sales. The Nissin-no-Donbei series, whose quality was rediscovered, particularly by young
people, as “10-minute Donbei,” among others, became a popular topic due to a web promotion
played out at the end of 2015, and also sold well. In bag-type instant noodle products, sales of thelong-selling product Demae Iccho, which was renewed by adding toasted sesame seeds to thesesame chili oil, increased.
As a result, net sales in the Nissin Food Products segment was ¥223,612 million, up 3.6% year on
year.
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ii) Myojo Foods
Looking at sales of Myojo Foods, in bag-type noodles, sales of the Myojo Charumera series grew.
In cup-type noodles, sales of the Myojo Ippeichan Yomise No Yakisoba, which celebrated its 20th
anniversary in February 2015, kept growing favorably.
As a result, net sales in the Myojo Foods segment was ¥41,609 million, up 6.2% year on year.
iii) Chilled and frozen foods
Sales of Nissin Chilled Foods increased year on year, with the significant sales growth of theramen series led by its core brand, Gyoretsu-no-Dekiru-Mise-no-Ramen. In the Yakisoba series,
sales of Futomen Yakisoba, which features hearty thick noodles and rich liquid sauce, remained solid.
Sales of the Hiyashi Chuka series (cold noodles) as a regularly consumed summer food product also
increased year on year.
Nissin Frozen Foods saw increased sales, mainly led by pasta products and ramen products, bothof which are packed with precooked ingredients. In pasta products, the NISSIN Mochitto Nama
Pasta series, whose sticky texture has been well received, showed healthy sales. In ramen products,
the NISSIN GooTa series centered on the Rajao Tan Tan Men sold well, and sales of NISSIN Chuka
Shirunashi Tan Tan Men Omori increased significantly, up by 80% from the previous year. In
yakisoba products, the NISSIN Chuka Shanghai Yakisoba contributed to increased sales.
As a result, net sales in the Chilled and frozen foods segment was ¥59,810 million, up 5.6% year
on year.
iv) The Americas
In the Americas, the Group aimed to become less susceptible to the effects of price competition in
the U.S. and Mexico. In the U.S., it is working to introduce high value-added products that meetmarket demand and to ensure the sales and operating income of existing brands. In Mexico, while
the previous fiscal year saw the sales volume decline due to the impact of higher retail prices as aresult of the tax legislation reform, sales recovered this fiscal year to increase year on year. In
addition, Nissin Foods do Brasil Ltda. (formerly “Nissin-Ajinomoto Alimentos Ltda.”), which has
become a consolidated subsidiary from the third quarter of the fiscal year under review, contributed
to its sales increase. The overall segment sales and operating income increased.
As a result, net sales in the Americas segment was ¥48,280 million, up 35.1% year on year.
v) China
In China, the Group is working to expand its sales area in mainland China (the north, northeast,and southwest areas) as well as strengthen its Cup Noodles brand. The Group also implemented
price revisions mainly in the south area from September 2015, and has been working to achieve theirpenetration. The newly introduced Big Cup Noodles and Made-in-Hong Kong Demae Iccho showed
healthy sales, and segment sales increased year on year.
As a result, net sales in the China segment was ¥40,883 million, up 18.5% year on year.
vi) Others
Net sales in the Others segment was ¥53,888 million, up 8.3% year on year, reflecting a steady
performance in sales of Gorotto Granola series of NISSIN CISCO CO., LTD., Tokachi Nomu Yogurt
and Pilkul of NISSIN YORK CO., LTD.

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(2) Status of important capital investment and financing
Capital investment in the fiscal year ended March 31, 2016, was carried out with a focus on a
newly established factory at Myojo Foods, the construction of a new factory to meet the enhancementof the product supply system in China, as well as construction to meet production, establishment of a
new line with the goal of improving production ability, and construction for the new production
method at Nissin Food Products. As a result, the total amount of the capital investment of the Groupwas ¥32,785 million. The finances required for this were primarily allocated from internal funds.
(3) Company Initiatives
The Japanese economy is expected to head toward a moderate recovery, thanks partly to the effectsof various policies amid continued improvements in the employment and income situations. However,
the outlook is expected to be uncertain, given concerns such as weaker-than-expected consumer
confidence, business confidence, and increasing uncertainty surrounding overseas economies.
In this environment, the Group will thoroughly pursue “earning power centered on core businesses”
and “corporate value in the capital market” based on the Medium-Term Management Plan 2021 for
five years starting from the fiscal year ending March 31, 2017 to March 31, 2021.
Positioning food safety as its most important management issue, the Group will further strengthen
its quality control system and conduct leading-edge studies for food safety in the Kyurito Building of
the Global Food Safety Institute that was established in August 2015.
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.
The Company will also promote sustainable growth and improve its corporate value over the
medium- to long-term by conducting corporate governance-conscious management based on a proper
understanding and practice of the Corporate Governance Code, which began to be applied tocompanies listed on the Tokyo Stock Exchange.
(4) Trends in financial position and gain and loss
Items

65th fiscal year
ended March2013

66th fiscal year
ended March
2014

67th fiscal year
ended March2015

68th fiscal year
ended March
2016 (fiscal year
under review)

Net sales(Millions of yen)

382,793

417,620

431,575

468,084

Ordinary income(Millions of yen)

30,964

34,84032,98030,733

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

18,855

19,26818,50526,884

Total assets(Millions of yen)

446,132

479,469

512,743

553,068

Total equity(Millions of yen)

315,026

342,300

369,852

371,688

Net income per share(Yen)

171.12174.83167.88245.52

Total equity per share(Yen)

2,782.25

3,018.82

3,282.02

3,332.94(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).

(5) Major parent company and subsidiaries (As of March 31, 2016)i) Major parent company
No items to report.

-6-ii) Major subsidiaries
Company name

Capital stock

Ratio of capital contribution by theCompany
DirectIndirectMajor business

Total

NISSIN FOOD PRODUCTS CO., LTD.

¥5,000 million

100%

–

100%

Manufacture and sale ofinstant noodles

MYOJO FOODS CO., LTD.

¥3,143 million

100%

–

100%

Manufacture and sale ofinstant noodles

NISSIN CHILLED FOODS CO., LTD.

¥100 million

100%

–

100%

Manufacture and sale ofchilled foods

NISSIN FROZEN FOODS CO., LTD.

¥100 million

100%

–

100%

Manufacture and sale offrozen foods

NISSIN CISCO CO., LTD.

¥2,600 million

100%

–

Manufacture and sale of
100% cereal foods andconfectionery etc.

NISSIN YORK CO., LTD.

¥870 million

100%

–

100%

Manufacture and sale ofdairy products etc.

NISSIN ASSET MANAGEMENT CO., LTD.

¥50 million

100%

–

100%

Real estate leasing andmanagement

Sapporo Nissin Co., Ltd.

¥250 million

–

100%

100%

Manufacture and sale ofinstant noodles

Nissin Plastics Co., Ltd.

¥450 million

–

100%

100%

Manufacture and sale ofcontainers

NISSIN F.D. FOODS CO., LTD.

¥100 million

–

100%

Manufacture and sale of
100% ingredients for instantnoodles

Kagawa Nissin Food Products Co., Ltd.

¥100 million

–

100%

Manufacture and sale of
100% ingredients for instantnoodlesNissin Enterprise Corporation¥300 million

–

100%

100%

Warehousing anddistribution business

AJINIHON CO., LTD.

¥95 million

–

48%

48%

Manufacture and sale ofsoup

NISHINIHON MYOJO CO., LTD.

¥90 million

–

100%

100%

Manufacture and sale ofinstant noodles

UNI-STAR CO., LTD.

¥150 million

–

100%

100%

Manufacture and sale ofsoup

HIGASHINIHON MYOJO CO., LTD.

¥90 million

–

100%

100%

Manufacture and sale ofinstant noodles

Saitama Nissin Food Products Co., Ltd.

¥30 million

–

100%

Manufacture and sale of
100% chilled foods and frozen
foods

SAGAMI FRESH CO., LTD. (Note 1)¥400 million

–

100%

100%

Manufacture and sale ofchilled foods

Shikoku Nissin Food Products Co., Ltd.

¥98 million

–

100%

100%

Manufacture and sale offrozen foods

Takamatsu Nissin Food Products Co., Ltd.

¥80 million

–

100%

100%

Manufacture and sale offrozen foods

Mie Nissin Food Products Co., Ltd.

¥100 million

–

100%

100%

Manufacture and sale offrozen foods

Circle Liners Co., Ltd.

¥50 million

–

100%

100%

Warehousing anddistribution business

NICKY FOODS CO., LTD.

¥60 million

–

100%

100%

Manufacture and sale offrozen foods

UJI KAIHATSU DEVELOPMENT CO., LTD.

¥100 million

98%

0%

NISSIN NETCOM CO., LTD.

¥24 million

100%

–

100%

BonChi Co., Ltd. (Note 2)¥160 million

50%–

Production and sales of
50% Japanese rice crackers andsnacksNISSIN FOODS (U.S.A.) CO., INC.

US$149,706
thousand

94%

–

94%

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98% Operation of golf course
Management of real estateManagement of restaurants

Manufacture and sale ofinstant noodles

Company name

Capital stock

Ratio of capital contribution by theCompany
DirectIndirectMajor business

Total

US$5,000thousand

96%

–

96%

Manufacture and sale ofchilled foods

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

MXN215,191
thousand

100%

–

100%

Manufacture and sale ofinstant noodles

NISSIN FOODS DE COLOMBIA S.A.S.

COP5,748,377
thousand100%–

100% Sale of instant noodles

NISSIN TECHNOLOGY ALIMENTOS DO
BRASIL LTDA. (Note 3)

BRL1,038,577
thousand

100%

–

100%

Technical support for
manufacture of foods

NISSIN FOODS DO BRASIL LTDA. (Note 2)

BRL12,688
thousand

50%

50%

100%

Manufacture and sale ofinstant noodles

MYOJO U.S.A., INC.

HK$2,030,685
thousand99%–

Manufacture and sale ofinstant noodles
99%
Regional headquarters for
China

HK$29,975
thousand–99%

Manufacture and sale of
99% instant noodles and frozen
foods

HK$200

–

99%

99%

RMB1,443,797
thousand–99%99% Invest in businesses in China

SHANGHAI NISSIN FOODS CO., LTD.

US$44,000
thousand

–

99%

99%

Manufacture and sale ofinstant noodles

GUANGDONG SHUNDE NISSIN FOODS CO.,LTD.

HK$130,000
thousand

–

99%

99%

Manufacture and sale ofinstant noodles

Dongguan Nissin Packaging Co., Ltd.

RMB147,000
thousand

–

99%

99%

Manufacture of instantnoodle packages

HK$10,000
thousand–65%

65% Sale of confectionery etc.

RMB235,000
thousand

–

99%

99%

Manufacture and sale ofinstant noodles

ZHUHAI GOLDEN COAST WINNER FOOD
PRODUCTS LTD.

HK$84,000
thousand

–

69%

69%

Manufacture and sale ofinstant noodles

GUANGYOUGNAN FOOD PRODUCTS(SHENZHEN) CO., LTD.

HK$11,000
thousand

–

99%

99%

Manufacture and sale offrozen foods

RMB245,000
thousand

–

99%

99%

Manufacture and sale ofinstant noodles

NISSIN FOODS (H.K.) CO., LTD. (Note 3)

HK$10,000
thousand–99%99% Sale of instant noodles

NISSIN FOODS (ASIA) PTE. LTD.

S$272,959
thousand

100%

–

100%

Regional headquarters for
Asia

Nissin Foods Singapore Pte. Ltd. (Note 3)

S$20,989
thousand

66%

66%

Manufacture and sale ofinstant noodles
Manufacture and sale ofinstant noodles

NISSIN FOODS CO., LTD.

WINNER FOOD PRODUCTS LTD.
NISSIN FOODS (HK) MANAGEMENT CO.,LTD.
NISSIN FOODS (CHINA) HOLDING CO., LTD.

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

ZHEJIANG NISSIN FOODS CO., LTD. (Note 3)

Intragroup administrative
operation support

INR2,650,000
thousand

–

99%

99%

INR500thousand–100%

100% Sale of instant noodles

Nissin Foods Kft.

HUF1,000,000
thousand100%–

Nissin Foods GmbH

€25 thousand

1%

99%

NISSIN YILDIZ GIDA SANAYI VE TICARET
A.S.

TRY99,625
thousand

50%

–

50%

Manufacture and sale ofinstant noodles

NISSIN FOODS VIETNAM CO., LTD.

US$54,330
thousand

–

100%

100%

Manufacture and sale ofinstant noodles

THB2,618,672
thousand

–

66%

66%

Manufacture and sale ofinstant noodles

INDO NISSIN FOODS PRIVATE LTD.
NISSIN FOODS INDIA LTD.

NISSIN FOODS (THAILAND) CO., LTD.

100%

Manufacture and sale ofinstant noodles

100% Sale of instant noodles(Notes) 1. MYOJO FRESH CO., LTD. changed its company name to SAGAMI FRESH CO., LTD. as of October 1, 2015.
2. While BonChi Co., Ltd. and NISSIN FOODS DO BRASIL LTDA. (formerly NISSIN-AJINOMOTOALIMENTOS LTDA.) were formerly associates accounted for using the equity method, they are included within
the scope of consolidation after becoming subsidiaries due to the additional acquisition of shares and equity
interest.

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3. From the fiscal year under review, ZHEJIANG NISSIN FOODS CO., LTD., NISSIN FOODS (H.K.) CO., LTD.,
and Nissin Foods Singapore Pte. Ltd., which have been newly established, are included within the scope of
consolidation. NISSIN TECHNOLOGY ALIMENTOS DO BRASIL LTDA. is included within the scope of
consolidation because of increases in the significance.
4. 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.
5. As of October 1, 2015, due to being merged into the Company by an absorption-type merger, NISSIN
BUSINESS SUPPORT CO., LTD., which was a consolidated subsidiary, was excluded from the scope of
consolidation.

(6) Status of important business combinations etc.
The companies which have become major subsidiaries during the period are as follows.
Company nameReason and date of change

NISSIN FOODS DO BRASIL LTDA.

As of October 30, 2015, the Company acquired additional equity interest in
NISSIN FOODS DO BRASIL LTDA.

BonChi Co., Ltd.

As of January 29, 2016, the Company acquired additional shares in BonChi
Co., Ltd.

The company which has been excluded from major subsidiaries during the period is as follows.
Company nameNISSIN BUSINESS SUPPORT CO., LTD.

Reason and date of change
As of October 1, 2015, NISSIN BUSINESS SUPPORT CO., LTD. wasmerged into the Company by an absorption-type merger.

(7) Major business (As of March 31, 2016)
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.
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

Frozen 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 others(8) Principal offices (As of March 31, 2016)i) The Company
Osaka Head
1-1, 4-chome, Nishinakajima, Yodogawa-ku, Osaka
Office:Tokyo Head
28-1, 6-chome, Shinjuku, Shinjuku-ku, Tokyo
Office:Research Institute: NISSIN 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.

ii) Subsidiaries
Major domestic subsidiaries:

NISSIN FOOD PRODUCTS CO., LTD. (Osaka), MYOJOFOODS CO., LTD. (Tokyo), NISSIN CHILLED FOODS CO.,-9-

Major overseas subsidiaries:

LTD. (Osaka), NISSIN FROZEN FOODS CO., LTD. (Osaka),
NISSIN CISCO CO., LTD. (Osaka), NISSIN YORK CO., LTD.
(Tokyo), NISSIN ASSET MANAGEMENT CO., LTD. (Tokyo),
Sapporo Nissin Co., Ltd. (Hokkaido), Nissin Plastics Co., Ltd.
(Shiga), NISSIN F.D. FOODS CO., LTD. (Okayama), Kagawa
Nissin Food Products Co., Ltd. (Kagawa), Nissin Enterprise
Corporation (Osaka), AJINIHON CO., LTD. (Hiroshima),
NISHINIHON MYOJO CO., LTD. (Hyogo), UNI-STAR CO.,LTD. (Saitama), HIGASHINIHON MYOJO CO., LTD.
(Saitama), Saitama Nissin Food Products Co., Ltd. (Saitama),
SAGAMI FRESH CO., LTD. (Kanagawa), Shikoku Nissin Food
Products Co., Ltd. (Kagawa), Takamatsu Nissin Food Products
Co., Ltd. (Kagawa), Mie Nissin Food Products Co., Ltd. (Mie),
Circle Liners Co., Ltd. (Kagawa), NICKY FOODS CO., LTD.
(Osaka), UJI KAIHATSU DEVELOPMENT CO., LTD. (Kyoto),
NISSIN NETCOM CO., LTD. (Osaka), BonChi Co., Ltd. (Osaka;
Note 1)NISSIN FOODS (U.S.A.) CO., INC. (U.S.A.), MYOJO U.S.A.,
INC. (U.S.A.), NISSIN FOODS DE MEXICO S.A. DE C.V.
(Mexico), NISSIN FOODS DE COLOMBIA S.A.S. (Colombia),
NISSIN TECHNOLOGY ALIMENTOS DO BRASIL LTDA.
(Brazil; Note 1), NISSIN FOODS DO BRASIL LTDA. (Brazil;
Note 1), NISSIN FOODS CO., LTD. (China), WINNER FOOD
PRODUCTS LTD. (China), NISSIN FOODS (HK)MANAGEMENT CO., LTD. (China), NISSIN FOODS (CHINA)HOLDING CO., LTD. (China), SHANGHAI NISSIN FOODS
CO., LTD. (China), GUANGDONG SHUNDE NISSIN FOODS
CO., LTD. (China), Dongguan Nissin Packaging Co., Ltd.
(China), Nissin Koikeya Foods (China & HK) Co., Ltd. (China),
Fujian Nissin Foods Co., Ltd. (China), ZHUHAI GOLDENCOAST WINNER FOOD PRODUCTS LTD. (China),
GUANGYOUGNAN FOOD PRODUCTS (SHENZHEN) CO.,LTD. (China), ZHEJIANG NISSIN FOODS CO., LTD. (China;
Note 1), NISSIN FOODS (H.K.) CO., LTD. (China; Note 1),
NISSIN FOODS (ASIA) PTE. LTD. (Singapore), Nissin Foods
Singapore Pte. Ltd. (Singapore; Note 1), INDO NISSIN FOODSPRIVATE LTD. (India), NISSIN FOODS INDIA LTD. (India),Nissin Foods Kft. (Hungary), Nissin Foods GmbH (Germany),
NISSIN YILDIZ GIDA SANAYI VE TICARET A.S. (Turkey),
NISSIN FOODS VIETNAM CO., LTD. (Vietnam), NISSINFOODS (THAILAND) CO., LTD. (Thailand)(Notes) 1. As states in “(5) Major parent company and subsidiaries,” these subsidiaries are included in the scope of
consolidation from the fiscal year under review.
2. As states in “(5) Major parent company and subsidiaries,” NISSIN BUSINESS SUPPORT CO., LTD. (Osaka) is
excluded from the scope of consolidation.

- 10 -

(9) Status of employees (As of March 31, 2016)i) The Group
Number of employees

Change from the previous
fiscal year-end

11,200

Increase of 2,433(Note)The number of employees indicates the number of regular employees, and the annual average number of temporary
employees is 5,163.

ii) The Company
Number of employees

Change from the previous
fiscal year-end

Average age

Average service years

681

Increase of 85

39.3

11.9

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

(10) Major creditors (As of March 31, 2016)
Borrowings outstanding(Millions of yen)

Creditors
Mizuho Bank, Ltd.

11,432The Bank of Tokyo-Mitsubishi UFJ, Ltd.

6,413

Sumitomo Mitsui Banking Corporation

5,544Japan Finance Corporation

4,682

Mizuho Trust & Banking Co., Ltd.

2,532

2. Items Regarding Shares of the Company (As of March 31, 2016)(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 9,438,151 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

51,861(5) Major shareholders (Top 10 shareholders):
Number of shares held
(Hundred shares)

Name of shareholders
Ando Foundation

Holding ratio (%)

79,043

7.32

Mitsubishi Corp.

78,0007.22

ITOCHU Corp.

54,000

5.00

State Street Bank and Trust Company

44,450

4.11

Ando International Y.K.

39,455

3.65

Mizuho Bank, Ltd.

33,750

3.12

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

30,8002.85

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

26,285

2.43

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

25,6002.37

ONO PHARMACEUTICAL CO., LTD.

24,6042.28(Note) Holding ratio is calculated with total number of shares issued, excluding treasury stock (94,381 hundred shares), as
the denominator.

- 11 -

3. Items Regarding the Company’s Officers(1) Names etc. of Directors and Audit & Supervisory Board Members (As of March 31, 2016)
Position*President

Name

Responsibilities in the Company andsignificant concurrent positions at other organizations

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
Chairman of the Japan Instant Food Industry Association*Executive Vice
President

Susumu Nakagawa*Senior Managing
Director

Noritaka AndoManaging Director

Akihide Matsuo

President & Representative Director of MYOJO FOODS CO., LTD.

Managing Director

Tsunao Kijima

CSO (Chief Strategic Officer)

Director

Mitsuru Tanaka

CDO (Chief Development Officer)
Head of NISSIN Global Innovation Center

Director

Yukio Yokoyama

CFO (Chief Financial Officer)

Director

Yoshinori Miura

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

Director

Kiyotaka Ando

Chief Representative, China
President of NISSIN FOODS CO., LTD.
Director & President of Nissin Koikeya Foods (China & HK) Co., Ltd.
Director of the Ando Foundation

Director

Ken Kobayashi

President and Chief Executive Officer of Mitsubishi Corporation

Director

Masahiro Okafuji

President & Chief Executive Officer of ITOCHU Corporation

Director

Yoko Ishikura

Independent Director

Director

Isao Karube

Independent Director

Audit & Supervisory
Board Member (Fulltime)

Hideki Hattori

Audit & Supervisory
Board Member (Fulltime)

Kazuo Kanamori

Independent Audit & Supervisory Board Member

Audit & Supervisory
Board Member

Hiroshi Takano

Independent Audit & Supervisory Board Member, Lawyer

Audit & Supervisory
Board Member

Chisugi Mukai

Independent Audit & Supervisory Board Member, Lawyer

COO (Chief Operating Officer)
CMO (Chief Marketing Officer)
President & Representative Director of NISSIN FOOD PRODUCTS CO.,LTD.
Vice Chairman of the Ando Foundation

1. An asterisk (*) indicates that the person is a representative director.
2. Directors Mr. Ken Kobayashi, Mr. Masahiro Okafuji, Ms. Yoko Ishikura, and Mr. Isao Karube are Outside
Directors.
3. Audit & Supervisory Board Member (Full-time) Mr. Kazuo Kanamori, Audit & Supervisory Board Members Mr.
Hiroshi Takano and Mr. Chisugi Mukai are Outside Audit & Supervisory Board Members.
4. The Company notified the Tokyo Stock Exchange of Directors Ms. Yoko Ishikura and Mr. Isao Karube, Audit &Supervisory Board Members Mr. Kazuo Kanamori, Mr. Hiroshi Takano, and Mr. Chisugi Mukai as Independent
Director / Independent Audit & Supervisory Board Member under the provisions of the said exchange.
5. Director Mr. Isao Karube was elected as Director at the 67th Ordinary General Meeting of Shareholders held on
June 25, 2015.
6. Audit & Supervisory Board Member Mr. Chisugi Mukai was elected as Audit & Supervisory Board Member at
the 67th Ordinary General Meeting of Shareholders held on June 25, 2015.
7. In regard to Director Ms. Yoko Ishikura, as that name is well known, her name is shown as above, regardless thefact that her legal name is Ms. Yoko Kurita.

- 12 -

8. Audit & Supervisory Board Member (Full-time) Mr. Kazuo Kanamori possesses considerable knowledge offinancial and accounting matters gained through abundant experience in financial institutions.
9. Officers who resigned during the fiscal year under review
Name
Toru Horinouchi

Date of retirement

Reason for retirement

June 25, 2015

Expiration

Position, responsibilities and significant
concurrent positions at time of resignation
Audit & Supervisory Board Member

10. On April 1, 2016, the following transfers were carried out.
PositionName

New responsibilities and significant
concurrent positions

Former positions and duties, andsignificant concurrent positions

Senior Managing
Director

Noritaka Ando

President & Representative Director of
NISSIN FOOD PRODUCTS CO., LTD.

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

Managing Director

Tsunao Kijima In charge of U.S.A

CSO (Chief Strategic Officer)

Director

Mitsuru
TanakaCDO (Chief Development Officer)
Head of NISSIN Global Innovation
CDO (Chief Development Officer)
CenterHead of NISSIN Global Innovation
Head of NISSIN Global Food Safety Center
Institute

Director

Ken
Kobayashi

Representative Director, Chairman of Member of the Board, President of
the Board of Mitsubishi Corporation Mitsubishi Corporation(2) 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
remuneration(Millions of yen)

Stock option(Millions of yen)

Total
(Millions of yen)

13

533

262

795

(4)

(37)

–

(37)

5

42

–

42

(4)

(34)

–

(34)

18

576

262

838

(8)

(71)

–

(71)

(Notes) 1. The maximum amount of remuneration for Directors and Audit & Supervisory Board Members 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 (by resolution of the 66th Ordinary General Meeting of
Shareholders held on June 26, 2014) 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 by resolution of the General Meeting of
Shareholders is not exceeding ¥500 million per year (by resolution of the 60th Ordinary General Meeting of
Shareholders held on June 27, 2008).
3. The above includes remuneration for one (1) Audit & Supervisory Board Member who retired at the conclusionof the 67th Ordinary General Meeting of Shareholders held on June 25, 2015.
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 Ordinary General Meeting of Shareholders held on June 27, 2008, the Company resolved to abolish the
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, ¥5 million was paid to one (1) Audit & Supervisory Board Member who retired during the period.

- 13 -

(3) 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
amount resolved by the General Meeting of Shareholders. However, in view of the nature of the duties,
the remuneration 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, an advisoryorgan of the Board of Directors, the majority of which are Independent Outside Directors andIndependent Outside Audit & Supervisory Board Members.
Furthermore, although remuneration for Audit & Supervisory Board Member is determined throughdiscussions with the Audit & Supervisory Board Member, in view of the nature of auditing service,
remuneration for Audit & Supervisory Board Member is not linked to business performance andconsists only of “basic remuneration” paid according to the position.
(4) Matters regarding the 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 Member of the Board, President of Mitsubishi
Corporation, and Outside Director Mr. Masahiro Okafuji is President 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
Title
Director

Director

Director

Director

Audit & Supervisory
Board Member (Fulltime)

Name

Primary activities

Ken Kobayashi

Attended 8 out of 10 Board of Directors meetings held during the fiscal year
under review, and provided input on overall corporate management in Japanand overseas based on his abundant experience as a corporate manager froma neutral and objective standpoint as an outside director.

Masahiro Okafuji

Attended 6 out of 10 Board of Directors meetings held during the fiscal year
under review, and provided input on overall corporate management in Japanand overseas based on his abundant experience as a corporate manager froma neutral and objective standpoint as an outside director.

Yoko Ishikura

Attended all 10 Board of Directors meetings held during the fiscal year
under review, and provided input on overall corporate management in Japanand overseas based on her abundant experience as an international corporate
strategy expert from a neutral and objective standpoint as an outside director.

Isao Karube

Attended all 7 out of 10 Board of Directors meetings held during the fiscal
year under review after assuming the position of a Director, 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 and objective
standpoint as an outside director.

Kazuo Kanamori

Attended all 10 Board of Directors meetings and all 10 Audit & Supervisory
Board meetings held during the fiscal year under review, 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.

- 14 -

TitleAudit & Supervisory
Board Member

Audit & Supervisory
Board Member

Name

Primary activities

Hiroshi Takano

Attended all 10 Board of Directors meetings and all 10 Audit & Supervisory
Board meetings held during the fiscal year under review, and actively
provided input in those meetings mainly from a standpoint as a legal expert.

Chisugi Mukai

Attended all 7 out of 10 Board of Directors meetings and all 7 out of 10
Audit & Supervisory Board meetings held during the fiscal year underreview after assuming the position of an Audit & Supervisory Board
Member, and actively provided input in those meetings mainly from astandpoint as a legal expert.

iii) 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 theagreements 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 the agreements limiting liability is as follows:
A. Agreements limiting liability with Outside Directors
If Outside Director, after entering into this agreement as Director, neglects his/her duties andcause damages to the Company, and is in good faith and is not grossly negligent in performing
his/her duties, pursuant to Article 423, Paragraph 1 of the Companies Act, Outside Director shallbe liable for the damages to the Company to the extent of the minimum liability amountpursuant to Article 425, Paragraph 1 of the said Act or ¥12 million, whichever is higher. The
Company shall exempt Outside Director from the portion exceeding such liability amount for thedamages.
B. Agreements limiting liability with Outside Audit & Supervisory Board Members
If Outside Audit & Supervisory Board Member, after entering into this agreement as Audit &Supervisory Board Member, neglects his/her duties and cause damages to the Company, and isin good faith and is not grossly negligent in performing his/her duties, pursuant to Article 423,
Paragraph 1 of the Companies Act, Outside Audit & Supervisory Board Member shall be liable
for the damages to the Company to the extent of the minimum liability amount pursuant to
Article 425, Paragraph 1 of the said Act or ¥10 million, whichever is higher. The Company shallexempt Outside Audit & Supervisory Board Member from the portion exceeding such liability
amount for the damages.

4. 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 Article 2,
Paragraph 1 of the Certified Public Accountants Act (Act No. 103 of 1948)¥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.

- 15 -

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 Article 2, Paragraph 1 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.

5. 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. 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.

- 16 -

Consolidated Financial Statements
Consolidated Balance Sheets (As of March 31, 2016)(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

190,923
87,11061,391
3,804
12,444
14,724
5,657
6,138

130,885
51,324
18,45731,301
188
7,262
22,351Long-term liabilities

50,494Long-term debt

13,041

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

456
55
24,021(347)
362,145
168,886
52,867

Machinery, equipment and vehicles

44,885Tools and fixtures
Land

3,818
52,694

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

2,081
7,987
2,850

Leased assets

1,003

Total liabilities

181,380

Construction in progress
Other

12,0711,544

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

331,267
25,122
48,177
293,803(35,836)

Intangible fixed assets
Goodwill
Other

42,29028,54913,740Investments and other assets

150,968

Investments in securities

145,246

Investments in capital

3,082

Accumulated other comprehensive
incomeUnrealized gain (loss) on availablefor-sale securities
Deferred gain (loss) on derivatives
under hedge accounting
Land revaluation reserve
Foreign currency translation
adjustments
Defined retirement benefit plans(374)

Stock acquisition rights

783

Long-term loans

1,235

Deferred tax assets

792

Net defined benefit asset

202

Other
Less: Allowance for doubtfulreceivables

Non-controlling interests
Total assets

553,068

28,774
43,172(261)(6,379)(4,576)(3,178)
1,859
9,786

Total equity

371,688

Total liabilities and equity

553,068- 17 -

Consolidated Statements of Income (Year ended March 31, 2016)(Millions of yen)Account Title

AmountNet sales
Cost of sales

468,084
260,496

Gross profit

207,587

Selling, general and administrative expenses

181,188

Operating income

26,399Non-operating income
Interest income
Dividend income
Gain on sales of securities
Equity in earnings of associates
Other

932
1,411
802
2,781
875

Non-operating expenses
Interest expense
Foreign exchange loss
Loss on investments in partnership
Other

343
1,384
394
348

Ordinary income

6,803

2,470
30,733Extraordinary gains
Gain on sales of fixed assets
Gain on sales of investments in securities
Gain on step acquisitions
Gain on bargain purchase
Other

228
5,128
6,640
206
608

12,811

Extraordinary losses
Loss on sales of fixed assets
Loss on disposal of fixed assets
Impairment losses
Loss on valuation of investments in capital of subsidiaries and affiliates
Bad debt expenses
Loss on sales of investments in capital
Loss on change in accounting for retirement benefits
Other

35
358
1,093
628
734
1,316
736
1,663

6,566

Income before income taxes

36,978

Income taxes - current
Income taxes - deferred

11,211(1,120)Net income

10,091
26,887

Net income attributable to non-controlling interests2

Net income attributable to owners of parent

26,884- 18 -

Consolidated Statement of Changes in Equity (Year ended March 31, 2016)(Millions of yen)
Shareholders’ equity
Common stock
Balance at the
beginning of the year

25,122

Capital surplus

Retained earnings

Treasury stock

Total shareholders’equity48,417273,319(21,684)

325,175

Total increase(decrease) during theyear
Cash dividends paid

(8,267)(8,267)

Net income attributableto owners of parent

26,884

26,884

Acquisition of treasury
stock
Sales of treasury stock

4(14,180)(14,180)

28

33

Reversal of land
revaluation reserve

686

686

Change in scope of
consolidation

22

22

Adjustments due tochange in accounting
period of consolidated
subsidiaries

1,157

1,157

Change in ownershipinterest of parent due totransactions with noncontrolling interests

(244)

(244)

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

–

(239)

20,483(14,151)

6,091

Balance at the end of
the year

25,122

48,177

293,803(35,836)331,267- 19 -

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

35,10257(5,739)

6,016

1,169

36,608

1,518

6,551

Total
equity369,852

Total increase(decrease) during theyear
Cash dividends paid

(8,267)

Net income attributableto owners of parent

26,884

Acquisition of treasury
stock(14,180)

Sales of treasury stock33

Reversal of land
revaluation reserve

686

Change in scope of
consolidation

22

Adjustments due tochange in accounting
period of consolidated
subsidiaries

1,157

Change in ownershipinterest of parent due totransactions with noncontrolling interests(244)

Net changes of items
other than shareholders’equity

8,069

(319)

(640)

(10,593)(4,348)(7,833)

341

3,235

(4,255)

Total increase(decrease) during the
year

8,069

(319)

(640)

(10,593)(4,348)(7,833)

341

3,235

1,836

Balance at the end of
the year

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

1,859

9,786

371,688(Note) Monetary amounts in this table are shown rounded down to the nearest unit.

- 20 -

Non-consolidated Financial Statements
Balance Sheets (As of March 31, 2016)(Millions of yen)Account Title
AssetsCurrent assets
Cash and deposits
Accounts receivable-tradeMarketable securities
Raw materials and supplies
Prepaid expenses
Deferred tax assets
Short-term loans receivable
Accounts receivable-other
Income taxes receivable
Other
Less: Allowance for doubtfulreceivables
Fixed assets
Property, plant and equipment
Buildings
Structures

AmountAccount Title

76,76841,157
24,972
3,400
2,357
258
658
195
587
619
2,607

Long-term liabilities

17,495

Lease liabilities beyond one year20

328,921

Deferred tax liabilities
Deferred tax liabilities on land
revaluation
Provision for retirement benefits
Other

14,47618,031
7,552
712
465

VehiclesTools and fixtures
Land
Leased assets
Construction in progress

0
1,091
7,676
33
499
5,231
2
4,683
545

Investments and other assets

305,657

Investments in securities

106,604

Shares of subsidiaries and associates

163,441

Investments in capital of subsidiaries
and associates
Other
Less: Allowance for doubtfulreceivables

132,070169
32,35515,000
16
4,343
1,469
77,187
114
1,414

(46)

Machinery and equipment

Intangible fixed assets
Trademark right
SoftwareOther

34,746867(1)

Total liabilities
EquityShareholders’ equity
Common stock
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for reduction entry of land
Reserve for improvement offacilities
Reserve for overseas market
development
Reserve for productdevelopment
General reserve
Retained earnings brought
forward
Less: Treasury stock, at cost
Valuation and translation adjustments
Unrealized gain (loss) on availablefor-sale securities
Deferred gain (loss) on derivatives
under hedge accounting
Land revaluation reserve
Stock acquisition rights

Total assets

AmountLiabilities
Current liabilities
Notes payable-trade
Accounts payable-trade
Short-term borrowings
Lease liabilities within one year
Accrued payables
Accrued expenses
Deposits received
Unearned revenue
Other405,689

519
245
2,233
149,565
219,282
25,122
48,376
48,3705
181,620
6,280
175,339
2,572
200
200
300
160,300
11,767(35,836)
34,981
41,738(261)(6,495)
1,859

Total equity

256,123

Total liabilities and equity

405,689- 21 -

Statements of Income (Year ended March 31, 2016)(Millions of yen)Account Title

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

16,933
9,369
11,66537,968

Cost of sales

10,877Gross profit

27,090

Selling, general and administrative expenses

18,922

Operating income

8,167

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

110
6
1,328
802
162

Non-operating expenses
Interest expense
Foreign exchange loss
Loss on investments in partnership
Other

54
1,166
394
30

Ordinary income

2,410

1,644
8,933

Extraordinary gains
Gain on sales of fixed assets
Gain on sales of investments in securities
Other

184
4,685
141

Extraordinary losses
Loss on disposal of fixed assets
Loss on valuation of stocks of subsidiaries and affiliates
Loss on valuation of investments in capital of subsidiaries and affiliates
Other

7
2,827
628
286

Income before income taxes

5,012

3,749
10,196

Income taxes - current
Income taxes - deferred

1,924
(114)

Net income

1,809
8,386

- 22 -

Statement of Changes in Equity (Year ended March 31, 2016)(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

48,3700Legalretainedearnings

6,280

Reserve for Reserve for
reduction improveentry ofment ofland
facilities
2,509

200

Reserve foroverseas
marketdevelopment
200

Reserve
Retainedfor
General earnings
product
reserve brought
developforward
ment
300

160,300

11,027

Total increase(decrease) during
the year
Cash dividends paid

(8,267)

Net income

8,386

Acquisition oftreasury stock
Sales of treasury
stock

4

Reversal of land
revaluation reserve

683

Adjustment toreserve due tochange in tax rate

62

(62)

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

–

–

4

–

62

–

–

–

–

739

Balance at the endof the year

25,122

48,370

5

6,280

2,572

200

200

300

160,300

11,767- 23 -

Shareholders’ equity
Treasurystock
Balance at the
beginning of theyear(21,684)

Valuation and translation adjustments

Unrealized
DeferredTotalgain (loss) on gain (loss) on
Landshareholders’ available-for- derivatives revaluation
equitysale
under hedge
reservesecurities
accounting
232,627

33,21657(5,836)

Total
Stock
Valuation acquisition
andrightstranslation
adjustments
27,436

1,518

Total
equity261,582

Total increase(decrease) during
the year
Cash dividends paid

(8,267)(8,267)

Net income

8,386

8,386

(14,180)(14,180)(14,180)

28

33

33

Reversal of land
revaluation reserve

683

683

Adjustment toreserve due tochange in tax rate––

Net changes of items
other thanshareholders’ equity

–

8,522

(319)

(658)

7,544

341

7,886

Acquisition oftreasury stock
Sales of treasury
stock

Total increase(decrease) during
the year(14,151)(13,344)

8,522

(319)

(658)

7,544

341

(5,458)

Balance at the endof the year

(35,836)

219,282

41,738(261)(6,495)34,981

1,859

256,123(Note) Monetary amounts in this table are shown rounded down to the nearest unit.

- 24 -

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

INDEPENDENT AUDITORS’ REPORTMay 12, 2016
To the Board of Directors of
NISSIN FOODS HOLDINGS CO., LTD.
Deloitte Touche Tohmatsu LLC
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Masaru Takahashi
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Ichiro Sakamoto
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Seiji Koguchi
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 1,2015 to March 31, 2016, namely, the consolidated balance sheet, the consolidated statements 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, 2016, andthe results of their operations for the year then ended in conformity with accounting principles generally accepted inJapan.
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.

- 25 -

Audit Report of Financial Auditor on Financial Statements (COPY)(Translation)

INDEPENDENT AUDITORS’ REPORTMay 12, 2016
To the Board of Directors of
NISSIN FOODS HOLDINGS CO., LTD.
Deloitte Touche Tohmatsu LLC
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Masaru Takahashi
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Ichiro Sakamoto
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Seiji Koguchi
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 68th fiscal year from April 1, 2015 to March 31, 2016,
namely, the balance sheet, the statements 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, 2016, and theresults of its operations for the year then ended in conformity with accounting principles generally accepted in Japan.
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.

- 26 -

Audit Report of Audit & Supervisory Board on Financial Statements (COPY)(Translation)

Audit Report
With respect to the Directors’ performance of their duties during the 68th business year (from April 1, 2015 to March
31, 2016), 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 annexed detailed statements,
the financial statements (balance sheet, statements 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 statements of income, consolidated statement of changes in equity, andnotes 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 and- 27 -

Directors’ performance of their duties concerning the internal control systems.
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 13, 2016
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)
Audit & Supervisory Board Member(Outside Audit & Supervisory Board Member)- 28 -

Hideki Hattori
Kazuo Kanamori
Hiroshi Takano
Chisugi Mukai

Reference Documents for the General Meeting of Shareholders
Proposals and references
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:¥40
Total Amount:¥4,321,021,360
Annual dividend per share will be ¥80 (consolidated payout ratio: 32.6%),
combined with the interim dividend (¥40 per share)(3) Effective date of dividends of surplus

Wednesday, June 29, 2016

- 29 -

Proposal 2:

Election of Eight (8) Directors

The terms of office of all thirteen (13) Directors will expire at the conclusion of this Ordinary General
Meeting of Shareholders. Therefore, the Company requests to elect eight (8) Directors including one (1)new appointee.
The Company has significantly revised the composition of the Board of Directors with the objectives ofsustained the Company’s growth and improving its medium- to long-term corporate value, in order tofurther empower the business decision-making and monitoring of the Board of Directors.
We are moving further ahead with the strengthening of monitoring functions and the speeding up ofdecision-making of the management by this revision.
In this regard, we propose that the number of Directors originating from within the Company shall be
reduced by six (6) persons down to three (3) persons, and the number of Outside Directors shall become
five (5) including one (1) new candidate for Outside Director, making a total of eight (8) Directors to beappointed. In the event that this proposal is approved as originally proposed, it is planned that three (3) ofthe 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.

Name
(Date of birth)

Career summary, positions and responsibilities in the
Company and significant concurrent positions at otherorganizations
Jul. 1973

Joined the Company

May 1974

Director, General Manager of Overseas
Businesses Division, and General Manager
of Development Division of the Company

Apr. 1979

Managing Director, Head of Sales
Headquarters of the Company

Jun. 1981

Representative Director (Current), Senior
Managing Director of the Company

Jul. 1983

Executive Vice President & Representative
Director of the Company

Jun. 1985

President (Current) & Representative
Director of the Company

Jan. 2007

President & Representative Director of Uji
Kaihatsu Development Co., Ltd. (Current)

1

Chairman of the Ando Foundation(Current)
Oct. 2008

President & Representative Director, CEO(Chief Executive Officer) (Current) of theCompany

Aug. 2010

Chairman of Japan Association for theWorld Food Programme (Current)

May 2014

Chairman of the Japan Instant Food
Industry Association (Current)

Koki Ando(Oct. 7, 1947)

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
Chairman of the Japan Instant Food Industry Association- 30 -

Numberof theCompany’s
shares held

Specialinterestin theCompany

119,298
sharesRefer toNote 3under thetable below.

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the
Company and significant concurrent positions at otherorganizations
Jun. 2004

Managing Director of the Ando Foundation

Mar. 2007

Joined the Company, General Manager ofCorporate Planning Division of theCompany

Feb. 2008

Executive Officer, General Manager ofCorporate Strategy Division of theCompany

Jun. 2008

Director, in charge of Marketing of theCompany

Oct. 2008

Director, CMO (Chief Marketing Officer)of the Company

Jun. 2010

Senior Managing Director (Current), CMO
of the Company

Numberof theCompany’s
shares held

Specialinterestin theCompany

31,999sharesNone

Executive Vice President & Representative
Director of Nissin Food Products Co., Ltd.
Vice Chairman of the Ando Foundation(Current)

2

Apr. 2011

Senior Managing Director, CMO, andChief Representative, Americas of theCompany

Apr. 2012

Senior Managing Director, CSO (Chief
Strategic Officer), and Head of Regional
Headquarters of Asia of the Company

Apr. 2014

Senior Managing Director, CSO, in chargeof Marketing, and in charge of Production
and Resourcing of the Company

Jun. 2014

Representative Director (Current), Senior
Managing Director, CSO, in charge ofMarketing, and in charge of SCM of theCompany

Apr. 2015

Senior Managing Director &Representative Director, CMO of theCompany

Noritaka Ando
(Jun. 8, 1977)

President & Representative Director of
Nissin Food Products Co., Ltd. (Current)
Apr. 2016

Senior Managing Director &Representative Director of the Company
President & Representative Director of
Nissin Food Products Co., Ltd.

Significant concurrent positions at other organizations
President & Representative Director of Nissin Food
Products Co., Ltd.
Vice Chairman of the Ando Foundation- 31 -

No.

Name(Date of birth)

3

Career summary, positions and responsibilities in the
Company and significant concurrent positions at otherorganizations
Apr. 1979

Joined Fuji Bank Limited (currently
Mizuho Bank, Ltd.)

Apr. 2005

General Manager of Shibuya Branch ofMizuho Bank, Ltd.

Apr. 2007

Executive Officer, General Manager of
Shibuya Branch of Mizuho Bank, Ltd.

Apr. 2008

Joined the Company, Executive Officer,
General Manager of Finance andAccounting Division of the Company

Oct. 2008

Executive Officer, General Manager ofFinance and Accounting Division of theCompany

Yukio YokoyamaNo.

Jan. 2010

Executive Officer, CFO (Chief Financial
Officer) of the Company (Current)

Jun. 2010

Director (Current), CFO of the Company

Career summary, positions and responsibilities in the
Company and significant concurrent positions at otherorganizations
Jul. 1971

Joined Mitsubishi Corporation

Apr. 2003

Senior Vice President, General Manager ofSingapore Branch of Mitsubishi
Corporation

Jun. 2004

Senior Vice President, Division COO of
Plant Project Div. of Mitsubishi
Corporation

Apr. 2006

Senior Vice President, Division COO of
Ship, Aerospace & Transportation Systems
Div. of Mitsubishi Corporation

Apr. 2007

Executive Vice President, Group CEO of
Industrial Finance, Logistics &Development Group of Mitsubishi
Corporation

Jun. 2007

Member of the Board, Executive Vice
President, and Group CEO of Industrial
Finance, Logistics & Development Groupof Mitsubishi Corporation

Jun. 2008

Executive Vice President, Group CEO of
Industrial Finance, Logistics &Development Group of Mitsubishi
Corporation

Apr. 2010

Senior Executive Vice President, Executive
Assistant to President of Mitsubishi
Corporation

Jun. 2010

Member of the Board, President of
Mitsubishi Corporation

Jun. 2011

Director of the Company (Current)

Apr. 2016

Representative Director, Chairman of theBoard of Mitsubishi Corporation (Current)

4
Ken Kobayashi(Feb. 14, 1949)

Specialinterestin theCompany

1,898 shares

None

Numberof theCompany’s
shares held

Specialinterestin theCompany

President & Representative Director of
Nissin Asset Management Co., Ltd.

(Nov. 16, 1956)

Name(Date of birth)

Numberof theCompany’s
shares held

Significant concurrent positions at other organizations
Representative Director, Chairman of the Board of
Mitsubishi Corporation- 32 -

Refer toNote 3
5,108 shares
under thetable below.

No.

Name
(Date of birth)5MasahiroOkafuji(Dec. 12, 1949)

Career summary, positions and responsibilities in the
Company and significant concurrent positions at otherorganizations
Apr. 1974

Joined ITOCHU Corporation

Jun. 2002

Executive Officer of ITOCHU Corporation

Apr. 2004

Managing Executive Officer of ITOCHU
Corporation

Jun. 2004

Managing Director of ITOCHU
Corporation

Apr. 2006

Senior Managing Director of ITOCHU
Corporation

Apr. 2009

Executive Vice President of ITOCHU
Corporation

Apr. 2010

President of ITOCHU Corporation(Current)

Jun. 2011

Director of the Company (Current)

Numberof theCompany’s
shares held

Specialinterestin theCompany

Refer toNote 3
5,108 shares
under thetable below.

Significant concurrent positions at other organizations
President & Chief Executive Officer of ITOCHU
Corporation

No.

Name
(Date of birth)

6Career summary, positions and responsibilities in the
Company and significant concurrent positions at otherorganizations
Jul. 1985

Manager of Japan branch of McKinsey &Company, Inc.

Apr. 2000

Professor of Graduate School ofInternational Corporate Strategy,
Hitotsubashi University

Apr. 2004

Outside Director of Japan Post Service Co.,
Ltd. (Part-time)

Oct. 2005

Vice President of the Science Council ofJapan

Jun. 2006

Director of Mitsui O.S.K. Lines, Ltd.

Jun. 2010

Director (Current), Independent Director of
the Company (Current)

Apr. 2011

Professor of Graduate School of Media
Design, Keio University

Apr. 2012

Professor emerita of Hitotsubashi
University (Current)

Jun. 2012

Director of LIFENET INSURANCECOMPANY (Current)

Jun. 2014

Director of Sojitz Corporation (Current)

Jun. 2015

External Director of Shiseido Co., Ltd.
(Current)

Director of Fujitsu Limited

Yoko Ishikura(Mar. 19, 1949)- 33 -

Numberof theCompany’s
shares held

Specialinterestin theCompany

898 shares

None

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the
Company and significant concurrent positions at otherorganizations
Aug. 1972

Research Associate of Department of Food
Science, University of Illinois, U.S.A.

Jul. 1980

Associate Professor of Biotechnology,
Research Laboratory of Resources
Utilization, Tokyo Institute of Technology

Feb. 1985

Professor of Bioelectronics andBiotechnology, Research Laboratory of
Resources Utilization, Tokyo Institute ofTechnology

Apr. 1988

Professor of Bioelectronics andBiotechnology, Research Center for
Advanced Science and Technology, The
University of Tokyo

Apr. 1999

Director of Center for Collaborative
Research, The University of Tokyo

Numberof theCompany’s
shares held

Specialinterestin theCompany

783 shares

None

Professor of Bioelectronics andBiotechnology, Research Center for
Advanced Science and Technology, The
University of Tokyo
Apr. 2001

Professor of Center for Collaborative
Research, The University of Tokyo
Professor of Bioelectronics, ResearchCenter for Advanced Science andTechnology, The University of Tokyo

7
Apr. 2002

Isao Karube

Professor of Katayanagi Advanced
Research Laboratories, Tokyo University ofTechnology
Director of Laboratory of Advanced
Bioelectronics, National Institute ofAdvanced Industrial Science andTechnology(Jan. 27, 1942)

Apr. 2003

Dean of school of Bionics, Tokyo
University of Technology

Aug. 2003

Director of Research Center of Advanced
Bionics, National Institute of Advanced
Industrial Science and Technology

Apr. 2005

Vice President of Tokyo University ofTechnology

Jun. 2008

President of Tokyo University ofTechnology (Current)

Apr. 2009

Director of Collaborative Research Team
Biotechnology Industrialization Center,
National Institute of Advanced Industrial
Science and Technology

Jun. 2015

Director (Current), Independent Director of
the Company (Current)- 34 -

No.

Name(Date of birth)8*
Masato Mizuno(May 25, 1943)

Career summary, positions and responsibilities in the
Company and significant concurrent positions at otherorganizations
Mar. 1966

Joined MIZUNO Corporation

May 1978Director of MIZUNO Corporation

Feb. 1980

Managing Director of MIZUNO
Corporation

Jun. 1983

Executive Managing Director of MIZUNO
Corporation

May 1984

Executive Vice President of MIZUNO
Corporation

May 1988

President (CEO) of MIZUNO Corporation

Jun. 2006

Chairman of the Board of MIZUNO
Corporation

Oct. 2012

Corporate Advisor of MIZUNO
Corporation

Jul. 2014

Chairman of MIZUNO Corporation(Current)

Numberof theCompany’s
shares held

Specialinterestin theCompany

0 shareNone

Significant concurrent positions at other organizations
Director of the Ando Foundation(Notes) 1. Asterisk mark (*) specifies a newly appointed Director candidate.
2. In regard to Outside Director candidate Ms. Yoko Ishikura, as that name is well known, her name is shown as
above, regardless the fact that her legal name is Ms. Yoko Kurita.
3. The special interests between each Director candidates and the Company are as follows:(1) The Company is engaged in building lease with Ando Foundation where Mr. Koki Ando serves as Chairman,
and outsources operation of The Momofuku Ando Instant Ramen Museum to the same. The Company
outsources its advertising business to Uji Kaihatsu Development Co., Ltd. where Mr. Ando serves as
Representative Director. The Company supports events and donates to Japan Association for the World Food
Programme where Mr. Ando serves as Chairman.
(2) The Company is engaged in transactions including sales of products and procurement of materials with
Mitsubishi Corporation where Mr. Ken Kobayashi serves as Representative Director.
(3) The Company is engaged in transactions including sales of products and procurement of materials with
ITOCHU Corporation where Mr. Masahiro Okafuji serves as Representative Director.
4. Mr. Ken Kobayashi, Mr. Masahiro Okafuji, Ms. Yoko Ishikura, Mr. Isao Karube, and Mr. Masato Mizuno are
Outside Director candidates.
5. Special notes in regard to each Outside Director candidate are as follows:(1) Reasons for electing as Outside Directori) The Company proposes to elect Mr. Ken Kobayashi as Outside Director candidate as he is regarded forbringing outside views of an expert to the management, in addition to his management acumen andperformance in other companies.
ii) The Company proposes to elect Mr. Masahiro Okafuji as Outside Director candidate as he is regarded forbringing outside views of an expert to the management, in addition to his management acumen andperformance in other companies.
iii) The Company proposes to elect Ms. Yoko Ishikura as Outside Director candidate as she is regarded forbringing outside views of an expert to the management, in addition to her many years of experience andknowledge as an expert on international corporate strategy. Although she does not have any direct corporate
management experience, we have judged that she will be able to appropriately carry out the duties, as she iswell-versed in corporate management through her many years of experience in areas such as international
politics and economics, and international corporate strategies.
iv) The Company proposes to elect Mr. Isao Karube as Outside Director candidate as he is regarded forbringing outside views of an expert to the management, in addition to his experience and knowledge inregard to advanced study, and his global experience nurtured through the experience of cooperating withmany foreign research institutions. Although he does not have any direct corporate management experience,
we have judged that he will be able to appropriately carry out the duties, as he has management acumen as
President of an university.
v) The Company proposes to elect Mr. Masato Mizuno as Outside Director candidate as he is regarded forbringing outside views as an expert to the management, in addition to his management acumen andperformance at other companies.

- 35 -

(2) Number of years after Outside Director candidate was appointed as Outside Director
The terms of office of Mr. Ken Kobayashi and Mr. Masahiro Fujioka as Outside Director are both five (5)years, expiring upon the conclusion of this Ordinary General Meeting of Shareholders. The term of office of
Ms. Yoko Ishikura as Outside Director is six (6) years, expiring upon the conclusion of this Ordinary General
Meeting of Shareholders. The term of office of Mr. Isao Karube as Outside Director is one (1) year, expiring
upon the conclusion of this Ordinary General Meeting of Shareholders.
(3) Agreements limiting liability with Outside Director candidates
The Company has entered into an agreement to limit the liability of damages provided for in Article 423,
Paragraph 1 of the Companies Act with Outside Director Ms. Yoko Ishikura as of June 29, 2010, with both
Outside Director Mr. Ken Kobayashi and Mr. Masahiro Okafuji as of June 29, 2011, and with Outside
Director Mr. Isao Karube as of June 25, 2015, respectively. The contents are as stated in “iii) Summary ofcontents of agreements limiting liability with Outside Directors and Outside Audit & Supervisory Board
Members (A)” of the attached documents (page 15) of this Notice of the Ordinary General Meeting of
Shareholders.
If the re-election of the four (4) candidates is approved, the Company plans to continue the agreement withthe four (4) of them. If Mr. Masato Mizuno is elected as Director, the Company plans to enter into the same
agreement limiting liability as of June 28, 2016.
(4) Relationships between Outside Director candidates and Specified Related Business Operators of theCompanyi) Mr. Ken Kobayashi is currently an executive of Mitsubishi 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.
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.
6. The Company has registered Ms. Yoko Ishikura and Mr. Isao Karube as Independent Director pursuant to theprovisions of the Tokyo Stock Exchange. If their re-election is approved, the Company plans to register themagain as Independent Director.
Furthermore, if Mr. Masato Mizuno is elected as Director, the Company plans to register him as an Independent
Director pursuant to the provisions of the Tokyo Stock Exchange.

- 36 -

Proposal 3:

Election of One (1) Alternate Audit & Supervisory Board Member

The effective period of appointment of Alternate Audit & Supervisory Board Member Kiyotaka
Matsumiya continues until the commencement of this Ordinary General Meeting of Shareholders.
Accordingly, we propose that one (1) Alternate Audit & Supervisory Board Member be elected in case thenumber of Audit & Supervisory Board Members falls below legal stipulations.
The candidate for Alternate Audit & Supervisory Board Member is as follows.
Please note that his appointment may be cancelled by a resolution of the Board of Directors with theconsent of the Audit & Supervisory Board after the election at this Ordinary General Meeting of
Shareholders and before the position is assumed.
The Audit & Supervisory Board has approved this proposal.
Name(Date of birth)

Career summary and positions in the Company and significant
concurrent positions at other organizations
Apr. 1978

Admitted to practice law

Apr. 1981

Established a law firmJan. 1996

Appointed as Judicial Commissioner (Current)

Jul. 2000

Appointed as Civil Conciliation Commissioner(Current)

Apr. 2005

Appointed as Commissioner of Suita City Information
Disclosure and Personal Information Protection Review
Board (Current)

Numberof theCompany’s
shares held

Specialinterestin theCompany

0 shareNone

Kiyotaka
Matsumiya(Dec. 17, 1945)(Notes) 1. The Company proposes to elect Mr. Kiyotaka Matsumiya as an alternative Outside Audit & Supervisory Board
Member candidate.
2. Special notes in regard to the alternative Outside Audit & Supervisory Board Member candidate are as follows:(1) Reasons for electing as an alternative Outside Audit & Supervisory Board Member candidate
The Company proposes to elect Mr. Kiyotaka Matsumiya as an alternative Outside Audit & Supervisory
Board Member candidate in expectation of him offering comments and advice to the Board of Directors andthe Audit & Supervisory Board from the point of view of a legal specialist. Although Mr. Matsumiya does nothave any direct corporate management experience, we have judged that he will be able to appropriately carryout the duties, as he is well-versed in corporate law as a lawyer, and has sufficient knowledge to leadcorporate management.
(2) Agreements limiting liability with an alternative Outside Audit & Supervisory Board Member candidate
If Mr. Kiyotaka Matsumiya is appointed as the Company’s Outside Audit & Supervisory Board Member, theCompany will enter into an agreement with Mr. Matsumiya to limit the liability of damages provided for in
Article 423, Paragraph 1 of the Companies Act. The contents are as stated in “iii) Summary of contents ofagreements limiting liability with Outside Directors and Outside Audit & Supervisory Board Members (B)”of the attached documents (page 15) of this Notice of the Ordinary General Meeting of Shareholders.

- 37 -

Proposal 4:

Revision of Remuneration for Outside Directors

The Company revised the amount of remuneration for Directors to the current “annual amount within¥700 million (of which ¥50 million or less for Outside Directors)” at the 66th Ordinary General Meeting of

Shareholders held on June 26, 2014.
As stated in Proposal 2, at this time the Company proposes to increase the number of its Outside
Directors, in order to further strengthen functions of supervising management, aiming at the Company’ssustainable growth and improved corporate value in the medium- to long-term.
Accordingly, the Company proposes to increase the total amount of remuneration for Outside Directors
to “annual amount within ¥700 million (of which ¥100 million or less for Outside Directors),” on thecondition that Proposal 2 is approved.
While there are currently thirteen (13) Directors (of which four (4) are Outside Directors), there will beeight (8) Directors (of which five (5) will be Outside Directors) if Proposal 2 is approved.

- 38 -

Proposal 5:

Renewal of the Countermeasures to the Large-Scale Acquisition of the Company’s
Shares (Takeover Defense Measures)

The resolution to introduce the “Countermeasures to the Large-Scale Acquisition of the Company’s
Shares (Takeover Defense Measures)” was adopted in the meeting of the Board of Directors of theCompany held on April 23, 2007 subject to shareholder approval, and these Takeover Defense Measures
were approved by shareholders in the Ordinary General Meeting of Shareholders of the Company held on
June 28, 2007. Subsequently, a resolution to renew these Takeover Defense Measures, subject toshareholder approval, was adopted in the meeting of the Board of Directors of the Company held on May
24, 2013, and renewal of the Takeover Defense Measures was approved by shareholders in the Ordinary
General Meeting of Shareholders of the Company held on June 26, 2013 (the Takeover Defense Measures
after this renewal shall hereinafter be referred to as the “Former Plan”). The effective period of the Former
Plan shall expire upon the conclusion of the Ordinary General Meeting of Shareholders of the Company to
be held in June 2016 (hereinafter referred to as the “Ordinary General Meeting of Shareholders”).
The Company, after the renewal of the Former Plan, considered whether to renew the Former Plan fromthe viewpoint of ensuring and enhancing the Company’s corporate value and thus the common interests ofshareholders in view of changes in the social and economic circumstances surrounding the Company. As aresult, a resolution to renew the Former Plan (the Takeover Defense Measures after this renewal shallhereinafter be referred to as the “Measures”) as set out below was resolved in the meeting of the Board of
Directors held on May 12, 2016, subject to shareholder approval at the Ordinary General Meeting of
Shareholders, and the Company made an announcement to that effect.
Upon presenting the resolution of the Board of Directors of the Company, which decided to continue theMeasures, all four Audit & Supervisory Board Members of the Company (three of whom were Outside
Audit & Supervisory Board Members) expressed opinions in support of the Measures on the condition that
the Measures would be administered appropriately in practice.
The intention of this Proposal is to request the approval of the Measures by a majority of the voting
rights of shareholders present at the Ordinary General Meeting of Shareholders in light of the importance ofthe Measures and with the aim of clarifying that the change and continuation of the Measures are based on
the intent of shareholders.
The Measures shall take effect subject to shareholder approval at the Ordinary General Meeting of
Shareholders, and the effective period shall be from the conclusion of the Ordinary General Meeting of
Shareholders until the conclusion of the ordinary general meeting of shareholders of the Company for the
fiscal year ending March 2019 to be held in June 2019; however, if a resolution to abolish the Measures is
adopted at the general meeting of shareholders or meeting of the Board of Directors of the Company, theMeasures shall be abolished at the time of such resolution even if the effective period has not expired.
As of the present date, there exists no proposal or inquiry from a specific third party for a Large-Scale
Acquisition involving the Company’s shares.
Regarding the Measures, major changes from the Former Plan are as follows:i) A system to confirm the intent of shareholders is introduced as to whether or not to implement aCountermeasure, etc. (A general meeting of shareholders to confirm the intent of shareholders shall be
convened if the Board of Directors deems it appropriate after placing the highest value on therecommendation of the Independent Committee);ii) Members of the Independent Committee shall be appointed from among Outside Directors and Outside
Audit & Supervisory Board Members who are independent of the management executing theCompany’s operations;iii) The upper limit on the response period which the Board of Directors of the Company sets out when it
requests additional information from a Large-Scale Acquirer, in addition to the necessary information
already provided by the latter, is established;iv) It is clarified that if allotment of stock acquisition rights without contribution as a Countermeasure to a
Large-Scale Acquisition is implemented, payment of money shall not be assumed in consideration for
acquisition of a stock acquisition right owned by a Large-Scale Acquirer;v) In addition, changes to words and phrases, adjustments to wordings, etc. are made.

- 39 -

I.

Purpose of Measures

The purpose of the Measures is to enable the Company to take proper measures against a Large-Scale
Acquisition targeting the Company’s shares, such as tender offer, in the event such acquisition would havesignificant impact on the Company’s corporate value or the common interests of shareholders, with the aimof ensuring and enhancing the Company’s corporate value and common interests of shareholders.
II.

Initiatives for Ensuring and Enhancing the Company’s Corporate Value and Common Interestsof Shareholders

1. Medium-Term Management Plan
Recognizing four phrases of the founder - “Peace will come to the world when there is enough food,”“Create foods to serve society,” “Eat wisely for beauty and health,” and “Food related jobs are sacredprofession” - as enduring founding values, and guided by our Group philosophy, as signified by“EARTH FOOD CREATOR,” to contribute to society and the earth by gratifying people everywherewith the pleasures and delights food can provide, the Company will strive to embody them.
<Review of the Medium-Term Management Plan 2016>
Under the previous “Medium-Term Management Plan 2016,” the Company, with the theme of “Pursue
global status,” made aggressive overseas investments emphasizing “expansion” in growth markets andemerging markets in particular.
As a result, while achieving substantial growth in overseas business and the targets for net sales(including those overseas) and net income, the Company did not achieve the targets for operating income
and ordinary income (including profit margin), due mainly to upfront investments for expanding groupfunctions, such as system investments, and delays in achieving profitability in regions newly entered andwhere businesses have been expanded (Asia and EMEA).
The Company will shift to a strategy focusing on profitability, intensively developing businesses throughpatterns of the Group that were successful in Japan and China particularly in those markets where we can
expect to increase profits.

- 40 -

<Targets of the Medium-Term Management Plan 2021 and Strategy to Achieve Targets>
The Company will implement the “Medium-Term Management Plan 2021” (hereinafter referred to as
the “Medium-Term Plan”) over the next five years.
In the Medium-Term Plan, the Company set numerical targets focusing on “earning power centered oncore businesses” and “corporate value in the capital market” as prerequisites to be acclaimed as one of the
global companies.

Earning
power
centered oncorebusinesses
Corporate
value in thecapitalmarket

FY2016
Results
JGAAP(Reference)(JGAAP)

FY2021
Targets
IFRS

Net sales¥468.1 billion(¥600.0 billion)¥550.0 billion

Adjusted operating income*1¥24.7 billion(¥40.0 billion)¥47.5 billion

Market capitalization*2
Net income*3
ROE
Adjusted EPS*4¥570.0 billion¥26.9 billion
7.4%
¥196

¥1 trillion¥33.0 billion
8% or higher
CAGR:10% or higher¥330
Payout ratio: average for the period of 40%
or higher*1

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

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

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

Adjusted EPS = Adjusted NOPAT*5 / Average 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

To achieve the above numerical targets, the Company will implement the following five strategies andstrive to pursue the profitability.
(1) Promoting global branding
We intend to improve profitability by accelerating overseas expansion of CUP NOODLES, as a highvalue-added product that makes the most of our strengths as a company, and by increasing the numberof units sold overseas by 50%. We intend to pinpoint the right approach for design, flavor andpromotion, based on a clearly defined target market (young people with a certain standard of living), in
order to penetrate the market more efficiently and effectively.
(2) Focusing on priority overseas locations
We have earmarked BRICs (Brazil, Russia, India, China) as priority locations from the two key
perspectives, based on market appeal (scale of instant noodle market and its growth potential) andopportunities for the Company (strength of business foundations and scope to expand market for cuptype and other value-added products over the short to medium term). We are determined to secure
profit growth in these areas.
In China, we are planning to further expand our growing sales area for high-margin CUP NOODLES
products. In India, we are focusing on growth in bag-type instant noodle products in urban areas and on
stepping up CUP NOODLES sales to the country’s rapidly-growing population of middle-income
earners. In Brazil and Russia, we are aiming to build on solid foundations as market leader to expand- 41 -

the market for value-added cup-type instant noodle products, so that we can secure an even larger
market share and increase profits.
(3) Laying stronger foundations for our domestic profit baseIn order to establish a business model that will be less susceptible to declining population numbers
and other changes in population or consumer composition, we intend to focus more closely on thedomestic market, with an emphasis on marketing, and we are also planning to invest in upgrading
plants in order to save labor and improve food safety. By conducting these initiatives, we will lay
stronger foundations for our instant noodle profit base in Japan, with the aim of becoming a “century
brand company.”(4) Establishing a second pillar that generates revenue and profit
We are stepping up initiatives aimed at developing our confectionary and cereal business into asecond primary revenue and profit source, both in Japan and overseas. We intend to grow individual
brands even further, strengthen cooperation based on technical synergy between the confectionery andcereal companies, expand overseas operations and make use of M&A to increase sales to around ¥100
billion, including equity method companies. In terms of chilled and frozen foods, and beverages, we areaiming to increase profit growth domestically, based on our efforts to establish brands throughout theprevious medium-term period.
(5) Developing and strengthening human resources for global management
Thanks to active investment in strengthening platforms, we have been able to establish a framework
to support growth. Looking ahead to the future, we intend to step up human resource development
measures within the Group, including running a selection-based in-house university program,promoting diversity, and reinforcing overseas trainee systems. In addition, we are planning to recruitfrom outside the Group. By combining human resource development measures within the Group andrecruitment from outside the Group, we will increase management human resources in an effort toaccelerate global management.
<Further initiatives to embody the Group philosophy>
In addition to implementing strategies to achieve medium-term figures, we will take the “cereal foods”
that are the starting point of every meal, enhance them with the technical and marketing prowess that wehave cultivated through our instant noodle business, and pursue wider possibilities in food.
We strive to be creative and unique in our daily work, and to stand as an “EARTH FOOD CREATOR,”
bringing happiness to people across the world through “food” in global areas. This passion imbues us withconfidence that the Company will further increase corporate value and common interests of theshareholders.
2. Initiatives for 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, andresidents, the Company recognizes enhanced and strengthened corporate governance as a top priority
for management and strive for highly objective and transparent management. To achieve this objective,
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 in management,
thereby endeavoring to invigorate management and make it transparent. At the same time, theCompany introduced the executive officer system in June 1998 with the aim of facilitating decisionmaking and separating management and business execution. Moreover, the Company sincerely adopted
the Corporate Governance Code, which was implemented in June 2015, and will implement it as muchas possible. As specific initiatives, the Company: (1) newly established and implemented in November- 42 -

2015 the “Management Advisory Committee,” an advisory organ of the Board of Directors, themajority of which were Independent Outside Directors and Independent Outside Audit & Supervisory
Board Members, to ensure transparency and fairness in nomination, remuneration, and governance; and(2) in new systems to be approved by shareholders at the Ordinary General Meeting of Shareholders
will sharply decrease the number of Internal Directors from nine to three, and increase Outside
Directors from four to five, thereby making them the majority (five of eight), as well as increase
Independent Outside Directors from two to three, thereby creating a system in which they account for
one-third or more of the total (three of eight). Through these initiatives the Company will makemanagement more transparent and strengthen supervisory functions.
Furthermore, as a Company with an Audit & Supervisory Board, the Company strengthens thesystem for monitoring the Directors’ execution of duties with three Audit & Supervisory Board
Members while, at the same time, further enhancing 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 of audits by cooperating with Audit & Supervisory
Board Members, and reinforcing the internal control systems, etc.
III. Necessity of Continuation of Measures
To set forth a Group strategy for sustainable growth and improving shareholder value in the medium- tolong-term, and to strive for a management that meets shareholder expectations, the Company deems the
Measures to be necessary. At present, the Company has not received notice or communication from a
specific third party of a Large-Scale Acquisition (as defined in V, Section 1, below). However, since there isalways a possibility of an unexpected contingency, it cannot be denied completely that there might be acontingency that damages corporate value and infringes upon the common interests of shareholders.
Specifically, while the Group has strengths in marketing and technological innovation capabilities,
depending on the policy and strategy of a Large-Scale Acquirer (as defined in V, Section 1, below) that
does not fully understand the Group’s business, the direction of marketing and the continuity ofdevelopment systems could be lost, the foundations for producing hit products based on the Group’s
philosophy including an “EARTH FOOD CREATOR” could be damaged, and medium- to long-term
corporate value could be reduced.
Moreover, the Company believes that a constructive dialogue with a Large-Scale Acquirer on the subjectof improving medium- to long-term corporate value is possible, and it will also be useful for a Large-Scale
Acquirer to secure opportunities and sufficient time for such.
The Company believes that, in the event a Large-Scale Acquisition is conducted by a Large-Scale
Acquirer, the final decision on whether or not to accept the Large-Scale Acquisition should be left to thediscretion of shareholders.
However, a Large-Scale Acquisition, if it is implemented, could immediately have a material impact on
the business and management policies of the Company and involves the possibility of causing significant
damage to the Company’s corporate value and common interests of the shareholders. Given the recent
capital market conditions and legal systems in Japan, we cannot deny the possibility of a Large-Scale
Acquisition of shares in the Company that would cause obvious damage to the Company’s corporate value
and common interests of shareholders.
Accordingly, the Company believes that when the Company receives a proposal for a Large-scale
Acquisition, the following shall be its responsibility to shareholders: 1) that the Company requests theLarge-Scale Acquirer to provide necessary and sufficient information to appropriately assess the effects of
the Large-Scale Acquisition on the Company’s corporate value and common interests of shareholders; 2)that the Board of Directors of the Company examines and evaluates the effects of the business andmanagement policies etc. proposed by the Large-Scale Acquirer on the Company’s corporate value andcommon interests of shareholders and provides results of such examination and evaluation to shareholders
to provide a reference for assessment; 3) in some cases, that the Company ensures a process in which theBoard of Directors of the Company holds negotiations or discussions with the Large-Scale Acquirer on the
Large-Scale Acquisition or the Company’s business and management policies, etc., or proposes analternative proposal regarding the Company’s business and management policies, etc. to shareholders;- 43 -

while also preparing countermeasures to the Large-Scale Acquisition to prevent obvious damage to theCompany’s corporate value and common interests of shareholders.
Moreover, from the perspective of shareholders as well, it is deemed necessary for improving thecommon interests of shareholders to develop a system where certain rules for a proposal from a LargeScale Acquirer are established, information provision and enough time for examination are secured, and theBoard of Directors conducts the necessary negotiations while, at the same time, asks for a fair judgmentfrom the shareholders.
While the Financial Instruments and Exchange Act takes some measures to regulate abusive acquisitionsat present, it may not necessarily function effectively, being unable both to legally secure the provision of
information and time for an examination before a tender offer is initiated, and to legally restrict a buy-out inthe market. To develop an environment that enables management resources of the Company to beconcentrated on the growth strategy without being dispersed, it is necessary for the Company to prepare forany confusion and impairment due to unexpected contingencies by establishing the Measures with a view
to implementing a sustainable growth strategy, thus improving medium- to long-term corporate value. The
Company believes that establishing the Measures is never aimed at defending the interests of Directors of
the Company, but will contribute to maintaining and improving the Group’s corporate value and thecommon interests of shareholders, which are the responsibility of the Directors.
As described above, the Company has decided to continue the Measures as measures to embody suchviews and set rules as below (hereinafter referred to as the “Large-Scale Acquisition Rules”) for proceduresfor certain information provision etc. which the Large-Scale Acquirer should comply with and regarding
the contents of, and the requirements and procedures for implementing, the Countermeasures which theCompany may take in the event the Large-Scale Acquirer does not comply with such procedures or if theLarge-Scale Acquisition will cause damage to the Company’s corporate value and common interests ofshareholders.
As of the present date, there exists no proposal or inquiry from a specific third party for a Large-Scale
Acquisition involving the Company’s shares.
IV. Outline of Large-Scale Acquisition Rules
1. Outline of the Large-Scale Acquisition Rules
The purpose of the Large-Scale Acquisition Rules is to ensure and enhance the Company’s corporate
value and common interests of shareholders by requesting provision of necessary and sufficient
information on the Large-Scale Acquisition to the Large-Scale Acquirer prior to Large-Scale
Acquisition and requesting the securing of a time period necessary for the Board of Directors of theCompany to scrutinize such information regarding the Large-Scale Acquisition or hold discussions with
the Large-Scale Acquirer and consider an alternative proposal etc.
The Large-Scale Acquirer shall be permitted to commence the Large-Scale Acquisition, if the LargeScale Acquirer provided necessary and sufficient information regarding the Large-Scale Acquisition inaccordance with the request from the Board of Directors of the Company and the Independent
Committee, which will be established as will be explained hereafter in Section 2, and, if the Board of
Directors of the Company secures a reasonable time period for discussion, after such time period has
expired.
The Board of Directors of the Company, meanwhile, shall be permitted to implement reasonablecountermeasures approved under the Companies Act and other laws and regulations as well as theCompany’s Articles of Incorporation (hereinafter referred to as the “Countermeasures”), in the eventthe Large-Scale Acquirer breaches the procedures set forth in the Large-Scale Acquisition Rules, or theLarge-Scale Acquisition by the Large-Scale Acquirer may cause significant damage to the Company’s
corporate value and common interests of shareholders.
2. Establishment of the Independent Committee
The Board of Directors of the Company shall establish the Independent Committee as anorganization which appropriately administers the Measures and prevents arbitrary decisions on the part- 44 -

of the Board of Directors of the Company regarding whether or not to implement the Countermeasures.
The Independent Committee shall consist of at least three (3) members selected from among Outside
Directors and Outside Audit & Supervisory Board Members who are independent of the management
executing the Company’s operations, in order to enable fair and neutral judgment. The details of theappointment criteria etc. for the Independent Committee members are given in Attachment 1.
The Board of Directors of the Company shall provide the information received from the Large-Scale
Acquirer and results of analysis thereof and an alternative proposal, etc. prepared by the Board of
Directors of the Company to the Independent Committee. The Independent Committee, based oninquiry from the Board of Directors of the Company, shall examine such information, information
which the Independent Committee considered necessary and obtained independently, as well as
opinions, etc. of external specialists, and make recommendations to the Board of Directors of theCompany on matters including whether or not to implement the Countermeasures.
Names and career summary of the three (3) persons the Company appointed as the Independent
Committee members upon renewal of the Measures are as given in Attachment 2.
V.

Details of Large-Scale Acquisition Rules

1. The Large-Scale Acquisition and the Large-Scale Acquirer to which the Large-Scale Acquisition Rules
shall be applicable
Large-Scale Acquisition to which the Large-Scale Acquisition Rules shall be applicable (hereinafterreferred to as the “Large-Scale Acquisition”) are actions that fall under i) or ii) below, except foractions approved by the Board of Directors of the Company as those it considers to contribute toensuring and enhancement of the Company’s corporate value and common interests of shareholders.
i) As for share certificates etc.1 of which the Company is the issuer, a tender offer2 for which thetotal of ownership ratio of share certificates etc.3 relating to a tender offer, the ownership ratio ofshare certificates etc. of a tender offeror4 and the ownership ratio of share certificates etc. of
specially related party5 becomes 20% or more;ii) As for share certificates etc.6 of which the Company is the issuer, an acquisition or any otheraction in which the total ownership ratio of share certificates etc.7 by a holder8 and joint holder(s)9becomes 20% or more.
A party which conducts or attempts to conduct the Large-Scale Acquisition shall hereinafter bereferred to as the “Large-Scale Acquirer.”
2. Submission of Letter of Intent and Issuance of List of Necessary Information(1) Submission of a Letter of Intent
The Company shall request that, prior to the commencement of the Large-Scale Acquisition, theLarge-Scale Acquirer submit a Letter of Intent (hereinafter referred to as the “Letter of Intent”), in theform to be prescribed by the Company, bearing the Large-Scale Acquirer’s name, address or locationof the head office, name of representative, domestic contact, incorporation law (in the case of foreign
1

As defined in Article 27-2, Paragraph 1 of the Financial Instruments and Exchange Act
As defined in Article 27-2, Paragraph 6 of the Financial Instruments and Exchange Act
3
As defined in Article 27-2, Paragraph 8 of the Financial Instruments and Exchange Act
4
As defined in Article 27-3, Paragraph 2 of the Financial Instruments and Exchange Act
5
As defined in Article 27-2, Paragraph 7 of the Financial Instruments and Exchange Act (including parties deemed by the
Board of Directors of the Company to fall under the specially related party set forth in said paragraph). However, parties set
forth in Paragraph 7-1 of said article, exclude parties set forth in Article 3, Paragraph 2 of the Cabinet Office Ordinanceregarding disclosure of tender offer for share certificates etc. by parties other than the issuer.
6
As defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act
7
As defined in Article 27-23, Paragraph 4 of the Financial Instruments and Exchange Act
8Parties which are included in the category of holder in accordance with Article 27-23, Paragraph 3 of the Financial
Instruments and Exchange Act (including parties deemed by the Board of Directors of the Company to fall under such
category) are included.
9
As defined in Article 27-23, Paragraph 5 of the Financial Instruments and Exchange Act, including parties which are
deemed to be joint holders in accordance with Paragraph 6 of said Article.
2- 45 -

judicial person) and outline of proposal for the Large-Scale Acquisition and containing a legallybinding written pledge on the following matters (hereinafter referred to as the “Written Pledge”)
written in Japanese.
i) The Letter of Intent shall be submitted as a letter of intent in accordance with the Large-Scale
Acquisition Rules.
ii) The Large-Scale Acquirer shall comply with the Large-Scale Acquisition Rules, and suspend a
Large-Scale Acquisition until the end of the Assessment Period of the Board of Directors of theCompany (as defined in Section 4 below), or until a resolution is adopted as to whether or not to
implement Countermeasures to the Large-Scale Acquisition at a general meeting of shareholders
to confirm the intent of shareholders if such a general meeting is to be held.
iii) The Large-Scale Acquirer shall sincerely consider withdrawing a proposal for a Large-Scale
Acquisition if, based on a recommendation of the Independent Committee, a resolution for
implementing Countermeasures is passed at a meeting of the Board of Directors of the Company,
or a resolution for implementation is passed at a general meeting of shareholders to confirm theintent of shareholders.
iv) The Large-Scale Acquirer has agreed that the Company, when it deems necessary, shallappropriately disclose information on the fact that the Large-Scale Acquirer has submitted theLetter of Intent and other information regarding the Large-Scale Acquisition prior to thedisclosure of the outline etc. of the proposal by the Large-Scale Acquirer as set forth in Section 4
below.
v) In order to avoid any confusion in the stock markets, the Large-Scale Acquirer shall treat all of theinformation regarding the Large-Scale Acquisition as confidential (except for information whose
disclosure is required by laws and regulations, etc.) until the Board of Directors of the Company
discloses the outline etc. of the proposal by the Large-Scale Acquirer as set forth in Section 4
below or the Company, prior to this, discloses information on the Large-Scale Acquisition,
whichever is earlier.
(2) Issuance of the list of necessary information
The Company shall request that the Large-Scale Acquirer provide necessary and sufficient
information (hereinafter referred to as the “Necessary Information”) in writing in Japanese forshareholders to make a decision and for the Board of Directors of the Company to form an opinion.
The Board of Directors of the Company shall provide the Large-Scale Acquirer with a list of
Necessary Information to be initially provided by the Large-Scale Acquirer within ten (10) businessdays starting from the day following the day the Letter of Intent is received. General items to becontained in the Necessary Information are as listed below.
i) Overview of the Large-Scale Acquirer and its Group (including brief history, composition of
officers, primary business, major shareholders, organization chart of the Group, annual securities
reports for the past three years or equivalent documents, and consolidated financial statements)ii) Purpose and contents of the Large-Scale Acquisition (including timing of acquisition etc.,
structure of related transactions, legality of the method of acquisition etc.)iii) Holding ratio of share certificates etc. of and the number of share certificates etc. held by theLarge-Scale Acquireriv) Basis for calculation of the acquisition price of the Company’s share certificates etc., evidence ofavailability of the funds necessary for acquisition and the details and terms of fund procurementin the Large-Scale Acquisitionv) The management policy, management plan, business plan, financial policy, capital policy,
dividend policy, numerical targets and the basis of calculation thereof for management andfinancial statements over the three (3) years after acquisition of control of management of theCompany and the Group, as well as candidates for Officers, and their career summary.
vi) Previous business relations and competitive relationships between the Large-Scale Acquirer andmajor business partners of the Company- 46 -

vii) The roles of the Company within the Large-Scale Acquirer’s group after the implementation of
the Large-Scale Acquisitionviii) The details of changes scheduled to be made after the implementation of the Large-Scale
Acquisition in respect of the relationship with the Company’s consumers, major business
partners, employees, local communities and other interested parties of the Companyix) Information regarding the amount of consideration in the event the Large-Scale Acquisition will
be implemented with its consideration paid in assets other than cash.
x) A pledge by the representative to the effect that the contents of the documents which contain the
Necessary Information provided by the Large-Scale Acquirer are true and accurate in material
respects and do not have descriptions that could cause misunderstanding or lack of descriptions
about material facts.

3. Request for additional information etc. to the Large-Scale Acquirer and negotiation with the LargeScale Acquirer
In the event the Letter of Intent and the Necessary Information are received from the Large-Scale
Acquirer, the Board of Directors of the Company shall immediately provide such Letter of Intent andNecessary Information to the Independent Committee and closely examine the contents thereof. If theBoard of Directors of the Company finds the Letter of Intent or the Necessary Information supplied to
be insufficient, the Board of Directors of the Company, in consideration of the recommendation of the
Independent Committee, may request that the Large-Scale Acquirer add or amend the Written Pledge
contained in the Letter of Intent or supply additional information within a reasonable period which theBoard of Directors sets out (The upper limit shall be 60 days starting from the day the Necessary
Information is first received.).
The Board of Directors of the Company may hold negotiations with the Large-Scale Acquirer, if theCompany deems it necessary and beneficial, on the terms of proposals regarding the Large-Scale
Acquisition.
The Board of Directors of the Company shall promptly provide the additional information suppliedby the Large-Scale Acquirer and the status and results of negotiation with the Large-Scale Acquirer tothe Independent Committee.
The Letter of Intent and the Necessary Information submitted by the Large-Scale Acquirer shall be
disclosed, when deemed necessary and appropriate, to the extent deemed necessary and appropriate forshareholders to make a decision.
4. Disclosure, Assessment and Deliberation, etc. on proposal regarding Large-Scale Acquisition
When it is judged by the Board of Directors of the Company, based on the recommendation of the
Independent Committee, that the provision of the Letter of Intent and the Necessary Information fromthe Large-Scale Acquirer has been completed, and if it is deemed to be necessary for decision-making
by shareholders, the Board of Directors of the Company shall disclose the outline of the proposal by theLarge-Scale Acquirer, the start date and end date of the Assessment Period set forth thereinafter, andother matters deemed reasonable by the Board of Directors of the Company to shareholders at a time
deemed appropriate.
The Board of Directors of the Company shall set the Assessment Period (hereinafter referred to as
the “Assessment Period”) of 60 days from the start date, starting on the above-mentioned disclosure
date, if the Large-Scale Acquisition falls under a tender offer in which all the share certificates etc. of
the Company shall be acquired with the consideration payable fully in cash (Japanese yen); and 90 days
from the start date if the Large-Scale Acquisition falls under any other actions. The Board of Directorsof the Company shall adequately assess the contents of the Necessary Information supplied from theLarge-Scale Acquirer from the viewpoint of ensuring and enhancing the Company’s corporate value
and common interests of shareholders, and carefully form an opinion as the Board of Directors of theCompany on the proposal of the Large-Scale Acquirer.

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Additionally, the Board of Directors of the Company may, as needed, conduct negotiations anddeliberations with the Large-Scale Acquirer to improve the terms and conditions regarding the LargeScale Acquisition, or submit its alternative proposal on the Company’s business and management
policies, etc. to the Independent Committee and shareholders.
Upon conducting the aforementioned assessment and deliberations, the Board of Directors of theCompany may seek advice, as needed, from independent third parties (financial advisors, attorneys,
certified public accountants, tax accountants, consultants and other experts; hereinafter collectively
referred to as the “Advisors etc.”) at the Company’s expense.
The Board of Directors of the Company may, if it cannot form an opinion regarding the Large-Scale
Acquisition within the Assessment Period, extend the Assessment Period within a period of time that
the Independent Committee considers reasonable (up to 30 days in principle). However, total of theAssessment Period shall not be over 120 days. If the Board of Directors of the Company adopts a
resolution to extend the Assessment Period, it shall disclose the specific period of extension andreasons for such extension.

5. Amendment and Withdrawal of the Proposal Regarding the Large-Scale Acquisition
If the Large-Scale Acquirer proposes a material amendment or change to matters regarding theLarge-Scale Acquisition which are contained in the Letter of Intent or the Necessary Information, theBoard of Directors of the Company shall continue with the previous procedures based on the LargeScale Acquisition Rules, if it deems such change to serve the purpose of ensuring and enhancing theCompany’s corporate value and common interests of shareholders based on the recommendation of the
Independent Committee.
However, if the Board of Directors of the Company cannot determine, based on the recommendationof the Independent Committee, that the aforementioned proposal of a material amendment or change
would serve the purpose of ensuring and enhancing the Company’s corporate value and common
interests of shareholders, the previous procedures in respect of the contents of the previous proposal
shall be suspended. In such instance, if the Large-Scale Acquirer submits a new Letter of Intent
regarding the proposal after amendment or change, the Board of Directors of the Company shall regard
it as a new proposal regarding the Large-Scale Acquisition and commence its procedures anew basedon the Large-Scale Acquisition Rules.
6. Recommendation of Independent Committee
The Board of Directors of the Company shall establish an Independent Committee as an organizationthat administers the Large-Scale Acquisition Rules appropriately and prevents arbitrary decisionmaking by the Board of Directors of the Company.
The Independent Committee shall consist of at least three (3) members, who will be appointed fromamong Outside Directors and Outside Audit & Supervisory Board Members independent of the
management executing operations of the Company, in order to enable fair and neutral decision-making.
The Board of Directors of the Company shall provide the Necessary Information as well as theresults of assessment and analysis of the Necessary Information and an alternative proposal, etc. to the
Independent Committee. The Independent Committee, based on inquiry from the Board of Directors of
the Company, shall refer to the Necessary Information received from the Board of Directors of theCompany and the results of assessment and analysis thereof by the Board of Directors of the Company
and alternative proposals, etc. to issue recommendations to the Board of Directors of the Company in atimely manner on the following matters: 1) whether the information supplied by the Large-Scale
Acquirer is sufficient; 2) whether the Large-Scale Acquirer is complying with the Large-Scale
Acquisition Rules; 3) whether the extension of the Assessment Period is deemed necessary andreasonable; 4) whether the amendment or change of the proposal by the Large-Scale Acquirer willcontribute to ensuring and enhancing the Company’s corporate value and the common interests ofshareholders; 5) whether the requirements for implementation of the Countermeasures will be satisfied;6) whether or not to implement the Countermeasures; 7) whether or not to convene a general meetingof shareholders to confirm the intent of shareholders when implementing the Countermeasures; and 8)- 48 -

whether the suspension or change to implementation of the Countermeasures is deemed to be necessary
and reasonable.
The Independent Committee, upon the aforementioned assessment and consultations, may seek
advice at the Company’s expense, as needed, from independent third parties (including financial
advisors, attorneys, certified public accountants, tax accountants, consultants and other specialists) who
are independent of the Board of Directors of the Company.
The Independent Committee, if it deems the contents of the Necessary Information received from theBoard of Directors of the Company to be insufficient, may request that the Large-Scale Acquirer,
directly or through the Board of Directors of the Company, provide additional information on the
Large-Scale Acquirer, the Necessary Information and other information on the Large-Scale Acquisition
upon setting a reasonable deadline. Additionally, the Independent Committee may request that theBoard of Directors of the Company provide additional information or additional materials if it deems
the result of assessment and analysis of the Necessary Information by the Board of Directors of theCompany or the contents of the alternative proposal, etc. to be insufficient.
The Board of Directors of the Company shall disclose the contents of the recommendation of the
Independent Committee to the extent deemed necessary and appropriate for decision-making by
shareholders at a time deemed necessary and appropriate, and compile the opinion of the Board of
Directors of the Company and disclose it to shareholders, upon placing the highest value on therecommendation of the Independent Committee.
7. Implementation of Countermeasures(1) Content of the Countermeasures
If the Large-Scale Acquirer does not comply with the Large-Scale Acquisition Rules, such as thecase where the Large-Scale Acquisition is conducted without following the procedures set forth in the
Large-Scale Acquisition Rules, or if certain requirements for implementation of the Countermeasures
as explained in (2) below are met, the Board of Directors of the Company may adopt a resolution to
implement the Countermeasures, such as allotment of stock acquisition rights without contribution.
The outline of allotment of stock acquisition rights without contribution as a specificCountermeasure to the Large-Scale Acquisition is as set out in Attachment 3. The Company may add
discriminatory exercise conditions to prohibit the Large-Scale Acquirer and its specially related party,
etc. from exercising the stock acquisition rights. Additionally, the Company may file a shelfregistration of the stock acquisition rights to enable it to issue stock acquisition rights with mobility
and flexibility as a Countermeasure to the Large-Scale Acquisition. The Company does not assume
payment of money in consideration for the acquisition of a stock acquisition right owned by theLarge-Scale Acquirer.
(2) Requirements for implementation of Countermeasures
The Board of Directors of the Company may adopt a resolution to implement concreteCountermeasures only when the requirements as set out in the following items are satisfied:i) When the Large-Scale Acquisition Rules are not complied withThe Board of Directors of the Company may adopt a resolution to implement theCountermeasures, upon placing the highest value on the recommendation of the Independent
Committee, if the state of breach is not promptly rectified, despite a request to comply with theLarge-Scale Acquisition Rules in writing by the Board of Directors of the Company after theLarge-Scale Acquirer conducts a Large-Scale Acquisition without submitting the Letter of Intent to
the Board of Directors of the Company or otherwise without providing sufficient information
stipulated by the Large-Scale Acquisition Rules; or the Large-Scale Acquirer conducts a LargeScale Acquisition before the end of the Assessment Period of the Board of Directors of theCompany, or before a resolution is adopted as to whether or not to implement Countermeasuresagainst the Large-Scale Acquisition at a general meeting of shareholders to confirm the intent ofshareholders if such general meeting is to be held; or otherwise the Large-Scale Acquirer does notcomply with the Large-Scale Acquisition Rules.

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ii) When the Large-Scale Acquisition Rules are complied with
When the Large-Scale Acquirer complies with the Large-Scale Acquisition Rules, even if theBoard of Directors of the Company forms an opinion against such Large-Scale Acquisition as aresult of the assessment and evaluation of the contents of the Letter of Intent and the Necessary
Information, the Board of Directors of the Company shall not, in principle, adopt a resolution to
implement the Countermeasures but shall only express a counter opinion to such Large-Scale
Acquisition and present an alternative proposal. Shareholders of the Company shall decide whether
or not to accept the proposal for the Large-Scale Acquisition, taking into consideration the
Necessary Information on the said Large-Scale Acquisition, and opinions thereof and counter
proposals of the Board of Directors of the Company.
Provided, however, that even if the Large-Scale Acquirer complies with the Large Scale
Acquisition Rules, the Board of Directors of the Company may adopt a resolution to implement
reasonable Countermeasures if it judges within the Assessment Period, upon placing the highest
value on the Necessary Information and the recommendation of the Independent Committee, that
the Large-Scale Acquisition by the Large-Scale Acquirer may cause significant damage to theCompany’s corporate value and common interests of shareholders.
Specifically, any Large-Scale Acquisition that falls under any of the following categories isdeemed, in principle, to fall under a Large-Scale Acquisition that may cause significant damage to
the Company’s corporate value and common interests of shareholders.
a. In the case where it is judged that the Large-Scale Acquirer is acquiring the Company’s sharecertificates etc. without a bona fide intention of participating in the management of the Company,
but for the purpose of making parties related to the Company buy back the shares at an inflated
stock price (so-called “green mailer”);
b. In the case where it is judged that the Large-Scale Acquirer is acquiring the Company’s sharecertificates etc. for the purpose of so-called “scorched management” by, for example,
temporarily controlling the management of the Company and having the Company’s or its groupcompanies’ intellectual property, know-how, trade secrets, or major business partners andcustomers, which are essential to the Company’s or its group companies’ business operation,transferred to the Large-Scale Acquirer and its group companies, etc.;
c. In the case where it is judged that the Large-Scale Acquirer is acquiring the Company’s sharecertificates etc. with the intention of inappropriately utilizing the assets of the Company or its
group companies as collateral or the source of funds for repayment of the obligations of such
Large-Scale Acquirer and its group companies, etc., after taking control over the management of
the Company;
d. In the case where it is judged that the Large-Scale Acquirer is acquiring the Company’s sharecertificates etc. for the purpose of temporarily controlling the management of the Company andselling or otherwise disposing of its real properties, securities, and other high-priced assets,
which are irrelevant to the business of the Company or its group companies for the time being,
and having the Company use the proceeds from such sale to distribute high dividends
temporarily, or selling the share certificates etc. at an inflated price, taking advantage of thetiming of a sharp rise of the stock price due to temporary high dividend payments;
e. In the case where it is judged that the method of acquisition proposed by the Large-Scale
Acquirer is such an oppressive method that the shareholders’ opportunity for assessment or
freedom of choice may be restricted due to the structure of such method, as exemplified by a
two-stage acquisition (acquisition of shares such as a tender offer, whereby no solicitations foracquiring all the shares are made in the initial acquisition and the terms for the second-stage
acquisition are set more disadvantageously or are not made clear), as a result of whichshareholders may essentially be forced to sell their holdings in the Company’s share certificatesetc. (provided, however, that partial tender offer shall not always correspond hereto);
f. In the case where it is judged that there are reasonable grounds to believe that the treatment
policy, etc. for consumers, employees and other interested parties to be adopted after
implementation of the Large-Scale Acquisition by the Large-Scale Acquirer would be expected
to cause significant damage to the corporate value of the Company and common interests ofshareholders, including the interests of the Company’s shareholders, consumers, business- 50 -

partners, employees and other interested parties, or may seriously hinder the ensuring andenhancement of the Company’s corporate value and common interests of shareholders;g. In the case where it is judged that the conditions proposed by the Large-Scale Acquirer for theacquisition of the Company’s share certificates etc. (such conditions include the amount andtype of the consideration of the acquisition, timing of acquisition, legality of the acquisition
method, feasibility of the acquisition and treatment policy for consumers, business partners, theCompany’s employees and other interested parties to be adopted after implementation of theacquisition) are deemed to be insufficient or inadequate, on reasonable grounds, in view of theCompany’s intrinsic corporate value.
(3) Procedures for implementation of the Countermeasures
Upon adopting a resolution to implement specific Countermeasures, the Board of Directors of theCompany shall place the highest value on the recommendations of the Independent Committee andtake into account opinions of the Advisors etc. in order to ensure the objectivity and reasonableness ofthe judgment of the Board of Directors of the Company.
In the event where the Board of Directors of the Company adopts a resolution to implement theCountermeasures, the Company shall immediately disclose to shareholders the outline of such
resolution and other matters deemed reasonable by the Board of Directors of the Company.
Moreover, the Board of Directors of the Company shall promptly convene a general meeting ofshareholders to confirm the intent of shareholders as to whether or not to implement theCountermeasures if the Board of Directors of the Company judges it appropriate to confirm the intent
of shareholders as to whether or not to implement the Countermeasures in the light of laws andregulations and duty of due care of a prudent manager for the Directors of the Company, etc., and that
it is practically possible to confirm the intent of shareholders, taking into consideration the contents of
the Large-Scale Acquisition, availability of time, and various other circumstances. When making such
judgment, if the Independent Committee makes a recommendation to convene a general meeting ofshareholders to confirm the intent of shareholders, the Company shall place the highest value on such
recommendation. Moreover, if a general meeting of shareholders to confirm the intent of shareholders
is to be convened, the Company shall immediately disclose the fact of convening such general
meeting or other matters deemed appropriate by the Board of Directors of the Company.
When convening a general meeting of shareholders to confirm the intent of shareholders, theCompany shall immediately decide the record date to determine the shareholders who can exercise
voting rights at such general meeting of shareholders to confirm the intent of shareholders, and makean announcement in accordance with the provisions of the Companies Act by two (2) weeks before
such record date. Shareholders who can exercise voting rights at such general meeting of shareholders
to confirm the intent of shareholders shall be those recorded in the last register of shareholders onsuch record date. A resolution at the general meeting of shareholders to confirm the intent ofshareholders shall be adopted with a majority of the shareholders present unless otherwise stipulated
by laws and regulations, or the Company’s Articles of Incorporation.
If a resolution as to whether or not to implement the Countermeasures is adopted at the general
meeting of shareholders to confirm the intent of shareholders, the Board of Directors of the Company
shall comply with the resolution of such general meeting of shareholders to confirm the intent ofshareholders.
The Large-Scale Acquirer may not start the Large-Scale Acquisition until the end of the Assessment
Period of the Board of Directors of the Company, or until a resolution is adopted as to whether or not
to implement the Countermeasures to the Large-Scale Acquisition at a general meeting ofshareholders to confirm the intent of shareholders if such general meeting is to be held.
In the cases in which the Board of Directors of the Company deems it inappropriate to implement
the Countermeasures, including the case in which the Large-Scale Acquirer withdraws or makeschanges to the Large-Scale Acquisition after a resolution to implement the Countermeasures is
adopted by the Board of Directors of the Company or the general meeting of shareholders to confirm
the intent of shareholders, the Board of Directors of the Company, after taking into account therecommendation of the Independent Committee and opinions of the Advisors etc., may suspend or
make changes to the Countermeasures (including, but not limited to, suspension of the allotment ofstock acquisition rights without contribution if the implementation of such allotment of stock- 51 -

acquisition rights without contribution as the Countermeasures was resolved and acquisition of suchstock acquisition rights without contribution after the implementation of the allotment of stockacquisition rights without contribution).
(4) Request for withdrawal of the proposal for the Large-Scale Acquisition
If a resolution to implement the Countermeasures is adopted by the Board of Directors of theCompany or the general meeting of shareholders to confirm the intent of shareholders, the Board of
Directors of the Company shall request that the Large-Scale Acquirer withdraw the proposal for theLarge-Scale Acquisition contained in the Necessary Information.
The Large-Scale Acquirer shall seriously consider such request for withdrawal.
8. Effective Period, and Abolishment and Change of the Measures
The entry into force and effective period of the Measures shall be from the conclusion of theOrdinary General Meeting of Shareholders to the conclusion of the Ordinary General Meeting of
Shareholders of the Company for the fiscal year ending March 2019 to be held in June 2019. The Boardof Directors of the Company shall propose a Proposal asking for the approval of the Measures to theOrdinary General Meeting of Shareholders to confirm the intent of shareholders, and if the approval ofshareholders is not obtained, the Measures shall be abolished at that point.
If the Large-Scale Acquirer has emerged at the expiration of the above-mentioned effective period,
the Measures shall remain effective at such time to the extent of taking reasonable measures against theLarge-Scale Acquisition attempted by such Large-Scale Acquirer.
If a resolution to abolish the Measures is adopted in the general meeting of shareholders or the
meeting of the Board of Directors of the Company, the Measures shall be abolished at the time of such
resolution even if the effective period has not expired.
The Board of Directors of the Company may change the Measures in order to ensure and enhance
the Company’s corporate value and common interests of shareholders if it deems it desirable to change
the Measures in light of future amendments to the laws and regulations, trends in judicial judgments
and views of the financial instruments exchanges where the Company is listed and other publicagencies.
VI. Reasonableness of Measures
1. Ensuring that requirements, including guidelines for takeover defense measures, are satisfied
The Measures meet the three (3) principles set forth in the “Guidelines Regarding Takeover Defense
for the Purpose of Protection and Enhancement of Corporate Value and Shareholders’ Common
Interests” released by the Ministry of Economy, Trade and Industry and the Ministry of Justice on May
27, 2005: (i) the principle of protecting and enhancing corporate value and shareholders’ common
interests, (ii) the principle of prior disclosure and shareholders’ will, and (iii) the principle of ensuring
the necessity and reasonableness of defense measures. Moreover, the contents of the Measures reflect
the “Takeover Defense Measures in Light of Recent Environmental Changes” published by the
Corporate Value Study Group of Ministry of Economy, Trade and Industry on June 30, 2008, and“Principle 1.5 Anti-Takeover Measures” in “Japan’s Corporate Governance Code” published by Tokyo
Stock Exchange on June 1, 2015.
2. Ensuring and enhancing corporate value and shareholders’ common interests
The purpose of the Measures is to ensure and enhance the Company’s corporate value and common
interests of shareholders by enabling shareholders to make an appropriate decision on whether to accept
the Large-Scale Acquisition and prevent obvious damage to the Company’s corporate value andcommon interests of shareholders by setting preliminary rules with which the Large-Scale Acquirer
should comply and requirements and contents of Countermeasures which the Company may implement.

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The Company believes the contents of the Large-Scale Acquisition Rules and the contents andrequirements for implementation of the Countermeasures are reasonable in the context of the purposeof ensuring and enhancing the Company’s corporate value and common interests of shareholders anddo not unduly restrict the Large-Scale Acquisition that would contribute to ensuring and enhancementof the Company’s corporate value and common interests of shareholders.
3. Ensuring continuous disclosure of the Measures
The Board of Directors of the Company shall review the Measures as necessary, in accordance withthe development of applicable laws and regulations and moves of other companies, from the viewpointof ensuring and enhancing the Company’s corporate value and common interests of shareholders. In thecase of any amendments or changes or abolishment, etc. of the Measures, the Board of Directors of theCompany shall promptly disclose the details to shareholders.
4. Ensuring that shareholders’ intent is reflected
The Measures shall be proposed as a Proposal in the Ordinary General Meeting of Shareholders, andif the approval of shareholders is not obtained, the Measures shall be abolished at that time. The
Measures are subject to a so-called “sunset provision” setting an effective period of three (3) years andif, even before the expiration of the effective period of the Measures, the general meeting ofshareholders of the Company, or the meeting of the Board of Directors of the Company comprising
directors appointed by the general meeting of shareholders of the Company, passes a resolution toabolish the Measures, the Measures shall be abolished at that time. In this regard, the Measures may beabolished in accordance with the intent of shareholders.
5. Ensuring the objectivity and reasonableness of the judgment of the Board of Directors
Under the Measures, the Company shall establish an Independent Committee to act as an advisory
body to eliminate arbitrary judgment by Directors and make objective and appropriate judgments fromthe viewpoint of ensuring and enhancing the Company’s corporate value and common interests ofshareholders upon implementation of the Countermeasures. The Independent Committee members shallbe appointed in accordance with strict criteria (for details, please refer to “Composition and Criteria for
Appointment, etc. of the Independent Committee Members” in Attachment 1), and dismissal of any
Independent Committee member shall require the approval of two-thirds or more of the Directors
present at the meeting of the Board of Directors of the Company (for details, please refer to theaforementioned Attachment 1), thereby ensuring a high degree of independence and fairness,preventing arbitrary decision-making by the Board of Directors of the Company. In addition, theIndependent Committee may seek advice, as needed, at the Company’s expense, from a third party(including financial advisors, attorneys, certified public accountants, tax accountants, consultants andother specialists) who is independent of the Board of Directors of the Company in the event ofemergence of a Large-Scale Acquirer, thereby ensuring the independence, fairness, neutrality andobjectivity of substantive decision-making by the Independent Committee. Prior to making a decision
to implement the Countermeasures or other decisions, the Board of Directors of the Company shall be
required to obtain a recommendation of the Independent Committee and place the highest value onsuch recommendation of the Independent Committee, thereby eliminating arbitrary decision-making by
the Board of Directors of the Company.
6. The Measures are neither dead-hand takeover defense measures nor slow-hand takeover defense
measures
Since the Measures can be abolished at any time by the Board of Directors of the Company
comprising Directors who are appointed by the general meeting of shareholders of the Company, theLarge-Scale Acquirer may abolish the Measures by a resolution of the Board of Directors comprising
Directors nominated by the Large-Scale Acquirer and appointed by the general meeting of shareholders.
In this regard, the Measures are not dead-hand takeover defense measures in which implementation of
the takeover defense measures cannot be prevented even if a majority of the members of the Board of- 53 -

Directors are replaced. In addition, since the terms of office for Directors of the Company are set at one(1) year, the Measures are not slow-hand takeover defense measures in which preventing the takeover
defense measures from implementing is difficult due to the fact that Directors cannot be replaced all at
once.
VII. Impact of Large-Scale Acquisition Rules on Shareholders and Investors
1. Impact of the Large-Scale Acquisition Rules on Shareholders and Investors
The Large-Scale Acquisition Rules only set rules that should be complied with by the Large-Scale
Acquirer upon conducting a Large-Scale Acquisition and are not designed to issue stock acquisitionrights or other share certificates, etc. Hence the Large-Scale Acquisition Rules will not have an impact
on the legal rights or economic interests of shareholders and investors.
The Large-Scale Acquisition Rules are designed to enable the Company’s shareholders to make anappropriate decision on the Large-Scale Acquisition with necessary and sufficient information, and thus
are deemed to contribute to ensuring and enhancing the Company’s corporate value and common
interests of shareholders.
The Company’s reaction to the Large-Scale Acquisition may be different depending on whether or
not the Large-Scale Acquisition Rules are complied with by the Large Scale Acquirer, and henceshareholders and investors are requested to pay attention to moves of the Large-Scale Acquirer.
2. Impact etc. of implementation of the Countermeasures on shareholders and investors
Even if the Countermeasures are implemented, the legal rights or economic interests of the LargeScale Acquirer may incur damage, but we do not assume particular damage to be caused to the legal
rights or economic interests of any other shareholders. If the Board of Directors of the Company adopts
a resolution to implement the Countermeasures, the Company shall disclose such information in atimely and appropriate manner in accordance with the applicable laws and regulations and the rules offinancial instruments exchanges.
If the Company implements an allotment of stock acquisition rights without contribution toshareholders as the Countermeasures, shareholders which are entered or recorded in the last register ofshareholders on the record date determined and announced by the Board of Directors of the Company
shall be granted stock acquisition rights in proportion to the number of shares held by each respective
shareholder without requiring such shareholders to follow subscription procedures etc. Upon exercising
the stock acquisition rights, shareholders will be obliged to pay a certain amount within a prescribedperiod in order to acquire new shares. If such procedures are not followed, per-share value of shares
held by such shareholders will be diluted. In the case where the Company acquires stock acquisitionrights subject to acquisition clause to the effect that the Company may acquire stock acquisition rights
in exchange for shares of the Company, shareholders which hold stock acquisition rights subject toacquisition shall receive shares of the Company without payment of money (in this case, however, suchshareholders may be required to submit a document, in the form to be prescribed by the Company,
pledging to the effect that they do not fall under the Large-Scale Acquirer or special related party, etc.)
The Board of Directors of the Company may suspend allotment of stock acquisition rights without
contribution, or acquire such stock acquisition rights without contribution after allotment of stockacquisition rights without contribution, in connection with suspension or change of theCountermeasures in accordance with V, Section 7 (3) above. In such case, there will be no issuance of
new shares, and hence per-share value of the Company’s shares will not be diluted. Therefore, any
investor which has sold or purchased the Company’s shares at a price that has changed in anticipationof issuance of new shares may suffer a commensurate amount of loss due to a fluctuation in the shareprice.
The Company shall notify the details such as the method of allocation and name transfer, how to
exercise, payment method, and method of acquisition by the Company, etc. to shareholders by anappropriate method after the Board of Directors of the Company adopts a resolution to implement theCountermeasures.

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Attachment 1

Composition and Criteria for Appointing, etc. of the Independent Committee Members

1. The Company shall establish a Committee (hereinafter referred to as the “Independent Committee”)
composed of Outside Directors and Outside Audit & Supervisory Board Members, independent of the
management executing operations of the Company, who meet the criteria in 8 below, to eliminate
arbitrary judgments by the Board of Directors of the Company and to ensure and enhance theCompany’s corporate value and common interests of shareholders upon administering implementationof the Countermeasures.
2. The Independent Committee shall consist of no less than three (3) members (hereinafter referred to as
the “Independent Members”).
3. Appointment and dismissal of Independent Members shall be decided by a resolution of the Board of
Directors of the Company; provided, however, that a resolution of the Board of Directors of theCompany to dismiss Independent Members shall require the approval of two-thirds or more of the
Directors in attendance.
4. A resolution of the Independent Committee shall be adopted by a majority of Members present at a
meeting where a majority of the Independent Members is in attendance.
5. For the resolutions in 3 and 4 above, Independent Members who have interests with proposals shall notparticipate in the resolutions and their number shall be deducted from the quorum.
6. The Independent Committee may seek advice from third parties who are independent of the Board of
Directors of the Company (including financial advisors, attorneys, certified public accountants, tax
accountants, consultants, and other specialists) at the expense of the Company as necessary.
7. If the Board of Directors receives a recommendation etc. from the Independent Committee, the Board
shall place the highest value on such recommendation.
8. Appointment Criteria for Independent Members
The Board of Directors of the Company shall appoint Independent Members from among Outside
Directors and Outside Audit & Supervisory Board Members who meet all of the following criteria:(1) Someone who is/was not a Director, Executive Officer, or employee who engages in thebusiness of the Company or its subsidiaries, or Audit & Supervisory Board Member, or theirrelative (A “relative” refers to the one stipulated by Article 725 of the Civil Code. The same
shall apply hereinafter.) (Provided, however, that Outside Directors and Outside Audit &Supervisory Board Members of the Company shall be excluded.);(2) Someone who is not a director, executive officer, or employee of major business partners, ortheir relative (“Major business partners” refers to business partners (including but not limited tosuppliers etc.) who engages in transactions with the Company in an amount exceeding 2% of theaverage consolidated net sales of the Company for the past five (5) years. The same shall apply
hereinafter.);(3) Someone who is not an outside advisor of the Company or a major business partner, or his/her
relative; and(4) Someone who is not a director, executive officer, employee, or outside advisor of a company inwhich a Representative Director of the Company is concurrently serving as a director, or theirrelative.

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Attachment 2

Names and career summaries of the members of the Independent Committee

Chisugi Mukai
Born in 1947
Apr. 1975
Apr. 1987
Apr. 1989
Apr. 2001
Oct. 2007
Jun. 2015

Assistant judge of Tokyo District Court
Judge of Nagoya District Court, Administrative Agent for Judge of Nagoya High
Court
Attorney in Japan and the Japan Federation of Bar Associations
Joined Nishi Sogo Horitsu Jimusyo (law firm) (Current)
Member of the mediation committee of Tokyo Family Court
Committee’s extraordinary member of examination board of the Ministry of Land,
Infrastructure, Transport and Tourism (Current)
Audit & Supervisory Board Member of the Company (Current), Independent Audit &Supervisory Board Member of the Company (Current)(New election)
Yoko Ishikura
Born in 1949
Jul. 1985
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.
Professor of Graduate School of International Corporate Strategy, Hitotsubashi
University
Outside Director of Japan Post Service Co., Ltd. (Part-time)
Vice President of the Science Council of Japan
Director of Mitsui O.S.K. Lines, Ltd.
Director (Current), Independent Director of the Company (Current)
Director of Fujitsu Limited
Professor of Graduate School of Media Design, Keio University
Professor emerita of Hitotsubashi University (Current)
Director of LIFENET INSURANCE COMPANY (Current)
Director of Sojitz Corporation (Current)
External Director of Shiseido Co., Ltd. (Current)- 56 -

(New election)
Isao Karube
Born in 1942
Aug. 1972
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.
Associate Professor of Biotechnology, Research Laboratory of Resources Utilization,
Tokyo Institute of Technology
Professor of Bioelectronics and Biotechnology, Research Laboratory of Resources
Utilization, Tokyo Institute of Technology
Professor of Bioelectronics and Biotechnology, Research Center for Advanced Scienceand Technology, The University of Tokyo
Director of Center for Collaborative Research, The University of Tokyo
Professor of Bioelectronics and Biotechnology, Research Center for Advanced Scienceand Technology, The University of Tokyo (Concurrent)
Professor of Center for Collaborative Research, The University of Tokyo
Professor of Bioelectronics, Research Center for Advanced Science and Technology,
The University of Tokyo (Concurrent)
Professor of Katayanagi Advanced Research Laboratories, Tokyo University ofTechnology
Director of Laboratory of Advanced Bioelectronics, National Institute of Advanced
Industrial Science and Technology
Dean of school of Bionics, Tokyo University of Technology
Director of Research Center of Advanced Bionics, National Institute of Advanced
Industrial Science and Technology
Vice President of Tokyo University of Technology
President of Tokyo University of Technology (Current)
Director of Collaborative Research Team Biotechnology Industrialization Center,
National Institute of Advanced Industrial Science and Technology
Director (Current), Independent Director of the Company (Current)

There is no special relationship of interest between the above candidates for Independent Members and theCompany.
Regarding Mr. Chisugi Mukai, an Outside Audit & Supervisory Board Member, and Ms. Yoko Ishikura and
Mr. Isao Karube, Outside Directors, the Company registered them as Independent Director / Independent
Audit & Supervisory Board Member with the Financial Instruments Exchanges where it is listed.

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Attachment 3

Outline of allotment of stock acquisition rights without contribution

1. Shareholders which are entitled to receive stock acquisition rights and the conditions for allotment
One (1) stock acquisition right shall be allotted for every one (1) share (excluding the Company’scommon stock held by the Company) held by the shareholders registered on the last register ofshareholders on the record date determined and announced by the Board of Directors of the Company.
2. Type and number of shares to be issued upon exercise of stock acquisition rights
The type of shares to be issued upon exercise of stock acquisition rights shall be common shares of
the Company, and the number of common shares to be issued upon exercise of stock acquisition rights
shall be one (1) share for each stock acquisition right. However, necessary adjustments shall be made to
the number of shares to be issued upon exercise of stock acquisition rights if the Company conducts ashare split or share consolidation.
3. Total number of stock acquisition rights to be allotted
The total number of stock acquisition rights to be allotted shall be a number to be separately
determined by the Board of Directors of the Company in the resolution for the allotment of such stockacquisition rights without contribution. The Board of Directors of the Company may implement suchallotment of stock acquisition rights more than once to the extent that it does not exceed the total
number of stock acquisition rights to be allotted.
4. Amount to be paid in for stock acquisition rights
To be granted without contribution.
5. Value of assets to be invested upon exercise of stock acquisition rights
The assets to be invested upon exercise of each stock acquisition right shall be one (1) yen or more
as determined by the Board of Directors of the Company.
6. Restriction on transfer of stock acquisition rights
Stock acquisition rights shall only be transferred with the approval of the Board of Directors of theCompany.
7. Exercise period of stock acquisition rights, conditions for exercise and acquisition clause, etc.
Exercise period of stock acquisition rights, conditions for exercise (discriminatory exercise
conditions may be added to the extent that the exercise of rights by the Large-Scale Acquirer and its
specially related party or joint holders and persons who hold the Company’s shares or stock acquisitionrights on behalf of the Large-Scale Acquirer (hereinafter referred to as “Non-Qualified Party”) shall not
be permitted), acquisition clause (whether the Company will acquire the stock acquisition rights heldby shareholders may depend on whether such shareholders are Non-Qualified Party or not), and othernecessary matters shall be determined separately by the Board of Directors of the Company. We do notassume payment of money in consideration for the acquisition of stock acquisition rights held bypersons who shall not be permitted to exercise such stock acquisition rights.
8. Stock acquisition right certificates
Stock acquisition right certificates representing stock acquisition rights shall not be issued.

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