June 7, 2010
Dear Institutional Investors

Nissin Foods Holdings Co., Ltd.
Notice of the 62nd Ordinary General Meeting of Shareholders

The Shareholders’ Meeting of Nissin Foods Holdings Co., Ltd. will be held on Tuesday, June 29, 2010.
Although we already sent the Notice of Convocation to our shareholders, we understand the overseas
proxy process can be complicated, and therefore, we would like to present a brief summary of theAgenda to be approved along with relevant reference materials. We hope this reference will be useful inyour decision-making. Please use the prescribed procedures you have determined for carrying out theproxy procedures.
Furthermore, we are participating in the electronic proxy voting platform provided by ICJ for theconvenience of shareholders. It allows overseas shareholders to vote through a system similar to thatused in the United States, and we would be pleased if you could make use of it.
Along with our continuous efforts to increase shareholder value and to further strengthen corporate
governance and IR activities, we would like to convey information to shareholders regarding theprogress being made by management and the structure of the company in a timely manner.

Your

ongoing understanding and support is greatly appreciated.

Agenda to be Resolved

1. Appropriation of retained earnings
With a final dividend payout of JPY 35 (A JPY 25 normal dividend plus a JPY 10 dividend tocommemorate 100 years since the birth of the company’s founder, the late Momofuku Ando. This is a
JPY 10 increase from the previous year for a total payout of JPY 3,872,752,835), this year’s total
dividend will be JPY 60 (a JPY 10 increase from the previous year), including the interim dividend of
JPY 25. That will make the payout ratio 33.9%, based on consolidated earnings.
We will endeavor to maintain stable dividends to shareholders in the future by aiming to have a payout
ratio of around 40%, based on consolidated earnings.

2. Election of eleven directors
There are eleven candidates for directors, including Mr. Koki Ando who is the current President andRepresentative Director. In an effort to improve corporate governance, the Company will increase thenumber of outside directors from two to three. The outside-director candidates are Yorihiko Kojima, Mr.
Eizo Kobayashi and Yoko Ishikura, who is a candidate for new appointment.

Brief profiles of the independent outside-director candidates are shown in Appendix.

3. Election of one substitute corporate auditor
In order to address the risk of the number of incumbent corporate auditors falling short of that requiredby laws and regulations, the Company requests the approval of shareholders for the election of one
substitute corporate auditor.
Three of the Company’s four corporate auditors are outside corporate auditors.

4. Renewal of the Counter-Measures to the Large-Scale Acquisition of the Company’s Shares(Takeover Defense Measures)
The “Counter-Measures to the Large-Scale Acquisition of the Company’s Shares (Takeover DefenseMeasures)” approved by a large majority of shareholders in the 59th Ordinary General Meeting ofShareholders held on June 28, 2007 will expire and we ask for your approval of their renewal. In therenewal, we have made the following changes to eliminate arbitrary use of the scheme and ensure it
contributes to the common interests of shareholders by making better defined.

(1) The extension period used when extending the period for the Board of Directors to consider aproposal concerning the large-scale purchase of the Company’s shares was “a period deemed
reasonable by the Company” but “In principle, this shall not exceed 30 days.” has been added tothis provision.
(2) Stringent criteria have been established for the appointment and dismissal of the Independent
Committee that serves as an advisory organ concerning matters such as the triggering of defense
measures.
(3) An addition has also been made to stipulate that the Independent Committee may receive advice
from independent experts at the expense of the Company.

The takeover defense measures do not harm the interests of shareholders as they are in place inpreparation for cases which have a serious impact on the Company’s corporate value and the common
interests of shareholders, and we ask for your understanding and support concerning this matter.

Please also refer to our website which contains information for investors, such as financial information
and Annual Reports.
URL: http://www.nissinfoods.co.jp/english/inv/fin.html

Your continued understanding and support is appreciated.

Appendix
Profiles of Outside-Director Candidates

CandidateNumber91011Name(Date of Birth)
Yorihiko Kojima(October 15, 1941)

Eizo Kobayashi(January 7, 1949)

Yoko Ishikura(March 19, 1949)

B r i e f H i s t o r y, P o s i t i o n a n dOther Key Posts Held Concurrently
May 1965
Joined Mitsubishi Corporation
June 1995
Appointed as Director
April 1997
Appointed as Managing Director
April 1998
Appointed as Representative Director (Current) and Managing
Director
April 2001
Appointed as Representative Director and Executive Vice President,and Group CEO of the New Business Initiative Group
June 2001
Appointed as Representative Director, Senior Executive Vice President
and Group CEO of the New Business Initiative Group
April 2004
Appointed as Representative Director and President (Current)
June 2005
Appointed as Director of the Company (Current)
April 1972
Joined Itochu Corporation
June 2000
Appointed as Executive Officer
June 2003
Appointed as Representative Director (Current) and Managing
Director
April 2004
Appointed as Representative Director and Senior Managing Director
June 2004
Appointed as Representative Director and President
June 2005
Appointed as Director of the Company (Current)
April 2010
Appointed as Representative Director and Chairman of ItochuCorporation (Current)
July 1985
Joined the Japanese Subsidiary of McKinsey & Company, Inc.
April 1992
Professor, School of International Politics, Economics andCommunication, Aoyama Gakuin University
March 1996
Appointed as Director of Avon Products Co., Ltd. (Part-time)
April 2000
Professor, Graduate School of International Corporate Strategy,
Hitotsubashi University (Current)
April 2004
Appointed as Director of Vodafone Holdings K.K. (Part-time)
April 2004
Appointed as Outside Director of Japan Post Service Co., Ltd.
(Part-time)
October 2005
Appointed as Vice President of the Science Council of Japan
June 2006
Appointed as Director Mitsui O.S.K. Lines, Ltd. (Current)

Number of theC o m p a n y ’s
Shares Held

4,078 shares

4,082 shares

0 shares