The summary of the Agenda is provided solely for information purposes. Should there be any
discrepancies between the summary and the original Agenda in Japanese, the latter shall prevail.
June 3, 2015
Dear Institutional Investors

NISSIN FOODS HOLDINGS CO., LTD.
Notice of the 67th Ordinary General Meeting of Shareholders

The Shareholders’ Meeting of NISSIN FOODS HOLDINGS CO., LTD. will be held on Thursday, June25, 2015. Although we already sent the Notice of Convocation to our shareholders, we understand theoverseas proxy process can be complicated, and therefore, we would like to present a brief summary of
the Agenda to be approved along with relevant reference materials. We hope this reference will be
useful in your decision-making.

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

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

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

Yourongoing understanding and support is greatly appreciated.

Agenda to be Resolved

1. Appropriation of retained earnings
With a final dividend payout of JPY 35 (totaling JPY 3,858,116,430), this year’s total dividend will be
JPY 75, including the interim dividend of JPY 40. That will make the payout ratio 44.7%, based onconsolidated earnings.
We will endeavor to maintain stable dividends to shareholders in the future by aiming to have a payout
ratio of around 40%, based on consolidated earnings.

2. Election of thirteen directors
There are thirteen candidates for directors, including Mr. Koki Ando who is the current President, Chief
Executive Officer and Representative Director. If approved, the number of directors will increase tothirteen from the current number of twelve, enabling the company to proceed further with theenhancement of corporate governance. Outside director candidates are Mr. Ken Kobayashi, Mr.
Masahiro Okafuji, Ms. Yoko Ishikura who are current outside directors, and Mr. Isao Karube who is the1new candidate for this year’s shareholder meeting.
Mr. Ken Kobayashi and Mr. Masahiro Okafuji are the President of Mitsubishi Corporation and thePresident of ITOCHU Corporation respectively, and it is believed that they are suitable outside directors
as they will bring outside views into management and have been recognized for their management
acumen and track records in these companies.
Ms. Yoko Ishikura is believed to be a suitable outside director as she will bring the views of an outside
expert into management and has been recognized for her many years of experience as an expert oninternational corporate strategy.

Although she does not have any direct management experience, she iswell-versed in corporate management due to many years of experience in areas such as international
politics and economics, and international corporate strategy.
Mr. Isao Karube is a doctor of biological engineering and the president of Tokyo Universityof Technology, and is believed to be a suitable outside director as he will bring the views of
an outside expert into management and has been recognized for his many years ofexperience as an expert on advanced study and his global experience gained through yearsof coordination with many foreign institutions. Although he does not have any direct
management experience in public companies, he is well-versed in institutional
management due to many years of experience in areas of non-profit organizations.
Brief profiles of the independent outside director candidates are shown in Appendix 1.

3. Election of one audit & supervisory board member
Mr. Toru Horinouchi, a current outside audit & supernisory board member, will resign upon theconclusion of this ordinary general meeting of shareholders and this proposal calls for the appointmentof Mr. Chisugi Mukai.
Mr. Chisugi Mukai is an outside audit & supervisory board member candidate. Mr. Chisugi Mukai iscurrently not an alternate outside audit & supernisory board member but a new candiate, therefore, if
elected, his term will last for four years in accordance with the provision of the Companies Act in Japan.

A brief profile of Mr. Mukai is shown in Appendix 2.

Please also refer to our website which contains information for investors, such as financial information
and Annual Reports.
URL: http://www.nissin.com/en_jp/
Your continued understanding and support is appreciated.

2

Appendix 1
Profiles of Outside Director Candidates* Candidate Number refers to the number shown in the original “Notice of the 67th Ordinary General Meeting of Shareholders”, whichshows all thirteen Director Candidates.
Brief History, Position ,Area of
Number of theCandidate
Name
Responsibility andCompany’s
Number(Date of Birth)
Other Key Posts Held ConcurrentlyShares HeldJuly 1971
Ken KobayashiJoined Mitsubishi Corporation(February 14, 1949)

10

Masahiro Okafuji(December 12, 1949)

11

Yoko Ishikura(March 19, 1949)

12April 2003
Appointed as Senior Vice President, General Manager, Singapore Branch ofMitsubishi Corporation
June 2004
Appointed as Senior Vice President, Division COO, Plant Project Div. ofMitsubishi Corporation
April 2006
Appointed as Senior Vice President, Division COO, Ship, Aerospace &Transportation Systems Div. of Mitsubishi Corporation
April 2007
Appointed as Executive Vice President, Group CEO, Industrial Finance,Logistics & Development Group of Mitsubishi Corporation
June 2007
Appointed as Member of the Board, Executive Vice President, Group CEO,Industrial Finance, Logistics & Development Group of Mitsubishi Corporation
June 2008
Appointed as Executive Vice President, Group CEO, Industrial Finance,Logistics & Development Group of Mitsubishi Corporation
April 2010
Appointed as Senior Executive Vice President, Executive Assistant to Presidentof Mitsubishi Corporation
June 2010
Member of the Board, President of Mitsubishi Corporation (Current)
June 2011
Appointed as Director of NISSIN FOODS HOLDINGS CO., LTD. (Current)(Status of Key Posts Held Concurrently)
President and Chief Executive Officer of Mitsubishi Corporation
April 1974Joined ITOCHU Corporation
June 2002
Appointed as Executive Officer of ITOCHU Corporation
April 2004
Appointed as Managing Executive Officer of ITOCHU Corporation
June 2004
Appointed as Managing Director of ITOCHU Corporation
April 2006
Appointed as Senior Managing Director of ITOCHU Corporation
April 2009
Appointed as Executive Vice President of ITOCHU Corporation
April 2010
Appointed as President of ITOCHU Corporation (Current)
June 2011
Appointed as Director of NISSIN FOODS HOLDINGS CO., LTD. (Current)(Status of Key Posts Held Concurrently)
President & Chief Executive Officer of ITOCHU Corporation
July 1985
Joined Japanese Subsidiary of McKinsey & Company, Inc. and appointed as
Manager
April 2000
Professor, Graduate School of International Corporate Strategy, Hitotsubashi
University
April 2004
Appointed as Outside Director of Japan Post Service Co., Ltd. (Part-time)
October 2005
Appointed as Vice President of the Science Council of Japan
June 2006
Appointed as Director Mitsui O.S.K. Lines, Ltd.
June 2010
Appointed as Director and Independent Director of NISSIN FOODSHOLDINGS CO., LTD. (Current)
Appointed as Director of Fujitsu Limited
April 2011
Professor, Graduate School of Media Design, Keio University
April 2012
Professor emerita, Hitotsubashi University(Current)
June 2012
Director of LIFENET INSURANCE COMPANY(Current)
June 2014
Director of Sojitz Corporation(Current)

4,154 shares

4,154 shares

792 shares* As Director candidate Ms. Yoko Ishikura is highly reputated with her name, the candidate name is shown as above, although her legalname is Ms. Yoko Kurita3

Isao Karube(January 27, 1942)

13

August 1972
Research Associate, Department of Food Science, University of Illinois,
U.S.A
July 1980
Associate Professor of Biotechnology, Research Laboratory of Resources
Utilization, Tokyo Institute of Technology
February 1985
Professor of Bioelectronics and Biotechnology, Research Laboratory ofResources Utilization, Tokyo Institute of Technology
April 1988
Professor of Bioelectronics and Biotechnology, Research Center for Advanced
Science and Technology, The University of Tokyo
April 1999
Director of Center for Collaborative Research, The University of Tokyo
Professor of Bioelectronics and Biotechnology, Research Center for Advanced
Science and Technology, The University of Tokyo
April 2001
Professor of Center for Collaborative Research, The University of Tokyo
Professor of Bioelectronics, Research Center for Advanced Science andTechnology, The University of Tokyo
April 2002
Professor, Katayanagi Advanced Research Laboratories, Tokyo University ofTechnology
Director of Laboratory of Advanced Bioelectronics, National Institute ofAdvanced Industrial Science and Technology
April 2003
Dean, school of Bionics, Tokyo University of Technology
August 2003
Director of Research Center of Advanced Bionics, National Institute ofAdvanced Industrial Science and Technology
April 2005
Vice President, Tokyo University of Technology
June 2008
President, Tokyo University of Technology (Current)
April 2009
Director of Collaborative Research Team Biotechnology Industrialization
Center0 shares

4Appendix 2
Profile of Audit & Supervisory Board Member Candidate
Name(Date of Birth)
Chisugi Mukai(October 4, 1947)

Brief History, Position andOther Key Posts Held Concurrently

Number of theCompany’s
Shares Held

April 1975
Assistant judge of Tokyo District Court
April 1987
Judge of Nagoya District Court
April 1989
Attorneys in Japan and the the Japan Federation of Bar AssociationsJoined Nishi Sogo Horitsu Jimusyo (law firm) (Current)
June 2000
Auditor of NEC Soft, Ltd.
January 2001
Member of the judicial committee of Tokyo Summary CourtApril 2001
Member of the mediation committee of Tokyo Family Court
October 2007
Committee’s extraordinary member of examination board of the Ministry of Land(Current)
January 2010
Member of the Supervisory Committee of Contract of Japan Railway Construction,
Transport and Technology Agency (Current)

0 shares

End5

Share Information (June 2, 2015)

Company Profile

TSE1: 2897
ISIN : JP3675600005

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

5,280

Closing Share Price㻌
Traded Volume

220,900shares

Total Shares Issued

117.46million shares

Market Capitalization

620,208million yen․‪‫‷‿⁇‾⁁⁈‒ ‫‬․‪‫‫‬

ᶒᶃᶌᴾᶒᶆᶍᶓᶑᵿᶌᶂ⁆⁡⁢⁛⁪‣․•‗‣…•‣‣•‗‣․•‣••‣••‗‪•‫‗•‫‬

Net sales: 431.6bill. yen (Mar. 2015)

•‪•‗

…•

•‗

Others11.5%
China8.0%․••‗‿⁓⁤⁕⁚‟‣‧″⁢⁤⁛⁞‟‣‧‿⁓⁫‟‣‧

Nissin FoodProducts
50.0%

The Americas
8.3%•‼⁧⁠⁗‟‣‧Chilled andFrozen Foods
13.1%

Key Financial Data

Myojo Foods
9.1%

Net Sales
Accounting period㻠㻤㻜㻠㻢㻜㻠㻢㻤㻚㻜㻌Mar-2012

Mar-2013

Mar-2014

Mar-2015

Earnings per Share㻝㻢㻣㻘㻥㻣㻌㻝㻣㻝㻘㻝㻞㻌㻝㻣㻠㻚㻤㻟㻌㻝㻢㻣㻚㻤㻤㻌

Dividends per Share㻣㻡㻌

㻣㻡㻌

㻣㻡㻌

㻣㻡㻌

㻞㻘㻡㻠㻡㻚㻟㻝㻌㻞㻘㻣㻤㻞㻚㻞㻡㻌㻟㻘㻜㻝㻤㻚㻤㻞㻌㻟㻘㻞㻤㻞㻚㻜㻞㻌Per Share (Unit: yen)㻠㻠㻜㻠㻞㻜

㻠㻟㻝㻚㻢㻌

㻔㻼㼘㼍㼚㻕

㻠㻝㻣㻚㻢㻌

㻠㻜㻜
㻟㻤㻜
㻟㻢㻜

㻟㻤㻜㻚㻣㻌

Book Value per Share㻟㻤㻞㻚㻤㻌

Financial Position as of year end (Unit: millions of yen)㻟㻠㻜㻝㻞㻛㻜㻟

㻝㻟㻛㻜㻟㻝㻠㻛㻜㻟㻝㻡㻛㻜㻟㻝㻢㻛㻜㻟

Operating Income and Net Income㻠㻜㻺㼑㼠㻌㼕㼚㼏㼛㼙㼑㻟㻜㻞㻢㻚㻞㻌㻞㻜㻝㻡㻝㻞㻢㻘㻟㻢㻜㻌㻝㻟㻟㻘㻣㻤㻣㻌㻝㻠㻣㻘㻢㻞㻜㻌㻝㻠㻣㻘㻞㻠㻥㻌

Total Assets㻠㻝㻠㻘㻣㻝㻣㻌㻠㻠㻢㻘㻝㻟㻞㻌㻠㻣㻥㻘㻠㻢㻥㻌㻡㻝㻞㻘㻣㻠㻟㻌Long-term Liabilities㻟㻣㻘㻝㻥㻠㻌㻟㻟㻘㻞㻥㻢㻌㻟㻣㻘㻜㻜㻝㻌㻟㻥㻘㻤㻢㻟㻌Net Assets㻞㻤㻢㻘㻢㻡㻣㻌㻟㻝㻡㻘㻜㻞㻢㻌㻟㻠㻞㻘㻟㻜㻜㻌㻟㻢㻥㻘㻤㻡㻞㻌㻻㼜㼑㼞㼍㼠㼕㼚㼓㻌㼕㼚㼏㼛㼙㼑㻟㻡㻞㻡Tangible Fixed Assets㻝㻤㻚㻡㻌㻔㻼㼘㼍㼚㻕R&D Expenses㻠㻘㻟㻤㻠㻌㻠㻘㻟㻞㻜㻌㻡㻘㻟㻝㻟㻌㻢㻘㻠㻟㻝㻌

㻞㻠㻚㻡㻌

Capital Expenditures㻝㻤㻘㻥㻟㻢㻌㻞㻝㻘㻡㻤㻞㻌

㻞㻣㻘㻡㻞㻣㻌

㻞㻞㻘㻥㻡㻥㻌

Operating Income / Net Sales (%)

㻢㻚㻥㻌

㻢㻚㻟㻌

㻢㻚㻢㻌

㻡㻚㻢㻌

Net Income / Total Assets (%)

㻠㻚㻡㻌

㻠㻚㻠㻌

㻠㻚㻞㻌

㻟㻚㻣㻌

㻞㻣㻚㻣㻌
㻞㻠㻚㻜㻌
㻝㻤㻚㻥㻌

㻞㻠㻚㻟㻌
㻝㻥㻚㻟㻌

㻝㻤㻚㻡㻌㻞㻜㻚㻜㻌

㻝㻜
㻡
㻜
㻝㻞㻛㻜㻟

㻝㻟㻛㻜㻟

㻝㻠㻛㻜㻟

㻝㻡㻛㻜㻟

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

IR Contact:
Corporate Communications Headquarters IR OfficeTel: 81-3-3205-5027 Fax: 81-3-3205-5179㼀㼔㼑㻌㼜㼘㼍㼚㼟㻘㻌㼜㼑㼞㼒㼛㼞㼙㼍㼚㼏㼑㻌㼒㼛㼞㼑㼏㼍㼟㼠㼟㻌㼍㼚㼐㻌㼟㼠㼞㼍㼠㼑㼓㼕㼑㼟㻌㼏㼛㼚㼠㼍㼕㼚㼑㼐㻌㼕㼚㻌㼠㼔㼕㼟㻌㼐㼛㼏㼡㼙㼑㼚㼠㻌㼔㼍㼢㼑㻌㼎㼑㼑㼚㻌㼙㼍㼐㼑㻌㼍㼏㼏㼛㼞㼐㼕㼚㼓㻌㼠㼛㻌㼠㼔㼑㻌㼖㼡㼐㼓㼙㼑㼚㼠㻌㼛㼒㻌㼠㼔㼑㻌㼏㼛㼙㼜㼍㼚㼥䇻㼟㻌㼙㼍㼚㼍㼓㼑㼙㼑㼚㼠㻌㼎㼍㼟㼑㼐㻌㼛㼚㻌㼕㼚㼒㼛㼞㼙㼍㼠㼕㼛㼚㻌㼍㼢㼍㼕㼘㼍㼎㼘㼑㻌㼍㼠㻌㼠㼔㼑㻌㼠㼕㼙㼑㻌㼠㼔㼕㼟㻌㼐㼛㼏㼡㼙㼑㼚㼠㻌㼣㼍㼟㻌㼜㼞㼑㼜㼍㼞㼑㼐㻚㻌㼀㼔㼑㼟㼑㻌㼍㼞㼑㻌㼛㼚㼘㼥㻌㼑㼟㼠㼕㼙㼍㼠㼑㼟㻌㼛㼒㻌㼠㼔㼑㻌㼒㼡㼠㼡㼞㼑㻌㼍㼚㼐㻌㼙㼍㼥㻌㼐㼕㼒㼒㼑㼞㻌㼒㼞㼛㼙㻌㼍㼏㼠㼡㼍㼘㻌㼜㼑㼞㼒㼛㼞㼙㼍㼚㼏㼑㻌㼐㼡㼑㻌㼠㼛㻌㼍㻌㼢㼍㼞㼕㼑㼠㼥㻌㼛㼒㻌㼞㼕㼟㼗㼟㻌㼍㼚㼐㻌㼡㼚㼏㼑㼞㼠㼍㼕㼚㻌㼒㼍㼏㼠㼛㼞㼟㻌㼟㼡㼏㼔㻌㼍㼟㻌㼕㼚㼠㼑㼚㼟㼕㼒㼕㼏㼍㼠㼕㼛㼚㻌㼛㼒㻌㼜㼞㼕㼏㼑㻌㼏㼛㼙㼜㼑㼠㼕㼠㼕㼛㼚㻘㻌㼒㼘㼡㼏㼠㼡㼍㼠㼕㼛㼚㼟㻌㼕㼚㻌㼑㼏㼛㼚㼛㼙㼕㼏㼟㻌㼟㼡㼞㼞㼛㼡㼚㼐㼕㼚㼓㻌㼠㼔㼑㻌㼎㼡㼟㼕㼚㼑㼟㼟㻌㼑㼚㼢㼕㼞㼛㼚㼙㼑㼚㼠㻘㻌㼑㼤㼏㼔㼍㼚㼓㼑㻌㼞㼍㼠㼑㻌㼒㼘㼡㼏㼠㼡㼍㼠㼕㼛㼚㼟㻌㼍㼚㼐㻌㼟㼕㼓㼚㼕㼒㼕㼏㼍㼚㼠㻌㼒㼘㼡㼏㼠㼡㼍㼠㼕㼛㼚㼟㻌㼕㼚㻌㼜㼞㼕㼏㼑㼟㻌㼕㼚㻌㼠㼔㼑㻌㼏㼍㼜㼕㼠㼍㼘㻌㼙㼍㼞㼗㼑㼠㻚㻌