Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Securities Code 9066June 7, 2024
(Electronic Provision Measures Commencement Date: June 4, 2024)
To Shareholders with Voting Rights:
Masahiro Tsutsui
President and Representative
Director
NISSIN CORPORATION
6-81 Onoe-cho, Naka-ku,
Yokohama-shi, Kanagawa, JapanNOTICE OF THE 115TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We hereby notify you that the 115th Annual General Meeting of Shareholders of Nissin Corporation (the“Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision, and matters to be provided electronically (Electronic Provision Measures Matters) are posted on
the following Company’s website.
The Company’s website: https://www.nissin-tw.com/ir/stock/meeting.html
Electronic Provision Measures Matters are posted on the website of Tokyo Stock Exchange, Inc. (TSE), in
addition to the above website. Please access the following TSE website (TSE Listed Company Search), andenter the issue name (NISSIN) or the securities code (9066) to search, and select “Basic information” and“Documents for public inspection/PR information” in this order to confirm the information.
Website of Tokyo Stock Exchange (TSE Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you are not attending the Meeting in person, you can exercise your voting rights via
electromagnetic methods (the Internet, etc.) or in writing. In that case, please review the Reference
Documents for the General Meeting of Shareholders described in the Electronic Provision Measures Mattersand exercise your voting rights via the website (https://evote.tr.mufg.jp/) by 5:45 p.m. on Tuesday, June 25,
2024, Japan time or convey your vote for or against the proposals by mailing the enclosed Voting Rights
Exercise Form so that it is received by 5:45 p.m. on Tuesday, June 25, 2024, Japan time.
The Annual General Meeting of Shareholders will be streamed live. For details on how to watch the live
streaming, please refer to page 4 of the convocation notice. Please be advised that shareholders may not
exercise voting rights, express opinions, ask questions, etc. via live streaming.

-1-1. Date and Time:

10:00 a.m. on Wednesday, June 26, 2024, Japan time

2. Place:

Yokohama Symposia, 9F Industry & Trade Center Building,
2 Yamashita-cho, Naka-ku, Yokohama-shi, Kanagawa, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
115th Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits of
the Consolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 115th Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Election of Seven (7) Directors (Excluding Directors Who Are Audit &Proposal:Supervisory Committee Members)
4. Information on Exercise of Voting Rights:
In the event that your voting rights are exercised both via the Internet, etc. andby mailing of the Voting Rights Exercise Form, the vote exercised via theInternet, etc. will be regarded as valid.
Furthermore, in the event that your voting rights are exercised multiple times via
the Internet, etc., the last vote made will be regarded as valid.
If there is no indication of a vote for or against a specific proposal on the Voting
Rights Exercise Form mailed to the Company, it shall be deemed as anindication of approval to that proposal.
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
◎ Among the Electronic Provision Measures Matters, the following items are not provided in the physical document to be sent
to the shareholders who have requested delivery of the document in accordance with the provisions of laws and regulations
as well as the Company’s Articles of Incorporation. The Audit & Supervisory Committee and the Accounting Auditor
audited the documents subject to audits, including the following items.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements◎ Should revisions arise to the Electronic Provision Measures Matters, they will be posted on each website where suchmatters are posted.

-2-

Exercising Voting Rights via the Internet
To exercise voting rights via the Internet, please access the Voting Rights Exercise Website(https://evote.tr.mufg.jp/) designated by the Company from a PC or smartphone, and exercise your voting
rights by following the instructions on the screen.
Method of login by the QR code
With a smartphone, you can log in to the website without entering your login ID and temporary password
to exercise voting rights.
Log in to the website by scanning the QR Code for Login on the right side of the enclosed Voting Rights
Exercise Form, and follow the instructions on the screen to enter your vote for or against each proposal.
* QR Code is a registered trademark of DENSO WAVE INCORPORATED.

Method of login by login ID and temporary password
1. Access the Voting Rights Exercise Website
https://evote.tr.mufg.jp/
2. Log in to the website
Enter the login ID and temporary password described on the right side of the enclosed Voting Rights
Exercise Form.
Enter the ID and password and click “ログイン (Login).”

Follow the instructions on the screen to enter your vote for or against each proposal.

[Notes]・
The costs incurred when accessing the Voting Rights Exercise Website (such as Internet access fees)
will be the responsibility of the shareholders.
・It may not be possible to exercise the voting rights from a PC or smartphone depending on theInternet environment of the shareholders.
Votes via the Internet will be accepted until 5:45 p.m. on Tuesday, June 25, 2024, Japan time. However, you
are cordially requested to exercise your voting rights earlier. If you have any questions, contact the Help Desk
below.
For inquiries about the system or other matters, contact:
Securities Agency Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (Toll Free within Japan) (available from 9 a.m. to 9 p.m.)

To institutional shareholders,Institutional shareholders may use the Electronic Voting System Platform operated by ICJ, Inc.

-3-

Live streaming of the General Meeting of Shareholders
Instead of attending the General Meeting of Shareholders in person, you will be able to watch the meeting on
the date via live streaming on the Internet as described below.
1. Date of live streaming
Wednesday, June 26, 2024
From 10 a.m. to the end of the General Meeting of Shareholders*The live streaming website will be accessible from around 9:30 a.m.
2. Access the dedicated website for shareholders(1) Please access the Engagement Portal (hereinafter the “Site”), an online website for the General
Meeting of Shareholders indicated on the reverse side of your Voting Rights Exercise Form.
(2) Scanning the QR Code via smartphone, etc. will allow you to log in to the Site without entering yourlogin ID and password.
(3) If you don’t use a smartphone, etc., you may also log in by accessing
https://engagement-portal.tr.mufg.jp/ and then enter your login ID and password as indicated on thereverse side of the Voting Rights Exercise Form.
*Please note that the above procedure is not available with the Internet Explorer browser.
3. How to watch the live streaming
After logging in to the Site on the date of the Meeting, click the “当日ライブ視聴 (Live Stream on theDay)” button. Then, read the Terms of Service, check “利用規約に同意する(I Agree to the Terms ofService)” and click the “視聴する (View)” button to watch the live streaming.

4. Notes
1) Watching the live stream via the Internet is not recognized as attendance at a general meeting ofshareholders under the Companies Act. Accordingly, shareholders viewing the live stream are notallowed to ask questions, exercise voting rights, or move a motion, all of which shareholders who arephysically present are authorized to do at a general meeting of shareholders.
2) Shareholders are requested to adhere to the deadline for exercise of voting rights, exercise theirvoting rights via the Internet or by posting the Voting Rights Exercise Form, or ensuring theirattendance on the day of the Meeting by proxy (limited to any of the Company’s shareholders who
have voting rights thereof) on whom the power of representation is conferred through a letter ofproxy, etc.
3) Participation in the Meeting via the Internet shall be limited to shareholders of the Company, andthey are cordially requested not to participate in the Meeting by proxy, etc.
4) Photographing, video recording, sound recording, and storing the live streaming are strictly
prohibited.
5) In consideration of the privacy of attending shareholders, the live streaming will show only theseating area for the chairperson and officers. However, please be advised, in advance, that there
might be cases where some attending shareholders could be photographed, out of necessity.
6) The live streaming might not be available due to unavoidable circumstances. Should any suchproblem occur, notice of such will be announced on the Site.
7) You may not be able to watch the live streaming images or hear the sounds appropriately due to atechnical malfunction or other issues depending on the terminal used (e.g., model, performance)
and/or the Internet connection environment (e.g., line status, connection speed).
8) The costs incurred when watching the live stream including communication charges will be theresponsibility of the shareholders.
For inquiries about the Site, contact:
Securities Agency Division, Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-676-808 (Toll Free within Japan) (available 9 a.m. to 5 p.m., excluding Saturdays,
Sundays and national holidays; however, from 9 a.m. to the end of the General Meeting of
Shareholders on the day of the Meeting)-4-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal:

Election of Seven (7) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The terms of office of all Directors (7 persons) (Excluding Directors who are Audit & Supervisory
Committee Members; hereinafter, the same applies in this proposal) will expire at the closing of this
General Meeting of Shareholders.
Accordingly, the election of seven (7) Directors is proposed.
Furthermore, the Audit & Supervisory Committee has expressed its view that the candidates for Director
presented in this proposal are suitable, as a result of discussions from perspectives such as the qualificationsof each candidate and the composition of the Board of Directors, based on discussions at the Nominating
and Compensation Committee, in which a majority of the members are Outside Directors and which ischaired by an Outside Director.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Number ofshares of theCompany held

60,8991

Past experience, positions, responsibilities,
and significant concurrent positions

Apr. 1975
Jul. 1986
Jun. 1993
Apr. 2001
Jun. 2005
Jun. 2007
Jun. 2008
Jun. 2019

Masahiro Tsutsui(Feb. 25, 1953)[Reappointment]

Jun. 2020

Joined Mitsui O.S.K. Lines, Ltd.
Joined the Company
Director
Managing Director
Senior Managing Director
Representative Director and Vice President
President, Chief Operating Officer and Representative
Director
President and Representative Director, Yokohama Air
Cargo Terminal Co., Ltd.
President and Representative Director, President andExecutive Officer, the Company (to present)[Reason for nomination as candidate for Director]
Mr. Masahiro Tsutsui promotes the globalization of the Group as Representative Director,President. He is
nominated as a candidate for Director to draw on his experience and achievements as Chief Operating Officer gained
through his career for the sustainable improvement of the Group’s corporate value.

14,9562

Apr. 1981
Nov. 2009
Jun. 2010
Jun. 2012
Oct. 2012
Apr. 2016
Apr. 2020

Joined The Sanwa Bank, Ltd.
Joined the Company
Operating Officer
Director and Executive Officer
Director and Managing Executive Officer
Director and Senior Managing Executive Officer
Assistant to the President, General Manager, Sales
Division and Head of Operational Headquarters (topresent)
Representative Director and Senior Managing Executive
Officer (to present)

Junichiro
Watanabe(May 30, 1956)
Jun. 2020[Reappointment][Reason for nomination as candidate for Director]
Mr. Junichiro Watanabe has been engaged in management as a manager of sales, planning, and administrative
divisions, and is striving to enhance the Group’s profitability as Assistant to the President and General Manager of theSales Headquarters. He is nominated as a candidate for Director to maximize the effect of his expertise in the financial
industry and his achievements as General Manager of the Sales Headquarters gained through his career.

-5-

Candidate
No.

Name
(Date of birth)

Number ofshares of theCompany held

47,5383

Joined the Company
General Manager, Personnel Department
Operating Officer
Director and Executive Officer
Director and Managing Executive Officer
Director and Senior Managing Executive Officer (topresent)
Head of Customs Brokerage Department (to present)

Apr. 1986
Apr. 2013
Apr. 2015
Apr. 2016
Apr. 2020
Apr. 2022

Joined the Company
General Manager, Corporate Planning Department
General Manager, Human Resources Department
Operating Officer
Managing Executive Officer
General Manager, Administration Headquarters (topresent)
Director and Managing Executive Officer (to present)

Satoshi Kuwahara
Jun. 2022(Jun. 10, 1961)[Reappointment][Reason for nomination as candidate for Director]
Mr. Satoshi Kuwahara is striving to respond to strengthening management foundations as General Manager of
Administration Headquarters, with abundant experience and knowledge centered on the corporate planning andadministration divisions. He is nominated as a candidate for Director to draw on his previous experience and insightfor the further strengthening of management foundations.

6,136
5

Apr. 1990
Apr. 2011
Apr. 2013
Jun. 2014
Apr. 2016
Apr. 2020

Masataka Tsutsui
Apr. 2024(Oct. 10, 1967)[Reappointment][Reason for nomination as candidate for Director]
Mr. Masataka Tsutsui is striving to respond to globalization in customs operations and ensure personnel development,with abundant experience and knowledge centered on the customs and personnel divisions. He is nominated as a
candidate for Director to draw on his experience in the administration and sales divisions gained through his careerand his insight into customs operations for the further strengthening of business foundations.

13,196
4

Past experience, positions, responsibilities,
and significant concurrent positions

Apr. 1985
Apr. 2014
Apr. 2017
Apr. 2020
Jun. 2022
Apr. 2024

Joined the Company
General Manager, General Sales Department No. 1
Operating Officer
Managing Executive Officer
Director and Managing Executive Officer (to present)
Head of Food Logistics Department and in charge of
Global Logistics Sales Department No.1, Global Logistics
Sales Department No.2 and Global Logistics Sales
Department No.3 (to present)

Tetsuo Sakurai(Nov. 8, 1961)[Reappointment][Reason for nomination as candidate for Director]
Mr. Tetsuo Sakurai has been engaged in expanding business, with achievements gained through his working abroad aswell as abundant experience and knowledge in international logistics operations of the Company centered on the air
freight and marine operation divisions. He is nominated as a candidate for Director to draw on his previous experiencein and insight into international logistics operations for further business expansion.

-6-

Candidate
No.

Name
(Date of birth)

Number ofshares of theCompany held

6,236
6

Past experience, positions, responsibilities,
and significant concurrent positions

Apr. 1985
Apr. 2012
Apr. 2014
Apr. 2015
Apr. 2021
Jun. 2023
Apr. 2024

Joined the Company
General Manager, Kobe Branch
General Manager, Osaka Branch
Operating Officer
Managing Executive Officer
Director and Managing Executive Officer (to present)
General Manager, Operational Headquarters (to present)

Apr. 1972
Jun. 1992
Jun. 1998
Jun. 2007
Apr. 2008

Joined Ministry of FinanceDirector, Asian Development Bank
Director-General, Yokohama Customs
Director, MS&AD Insurance Group Holdings
Director, Managing Executive Officer, Mitsui Sumitomo
Insurance Company, Limited
Director, Executive Vice President, MS&AD InsuranceGroup Holdings
Vice President, Executive Officer, Mitsui Sumitomo
Insurance Company Limited
Director, Chairman, InterRisk Research Institute &Consulting, Inc.
Advisor, the Company
Director and Chairman, Tokai Tokyo Research InstituteCo., Ltd. (currently Tokai Tokyo Intelligence LaboratoryCo., Ltd.)
Outside Director, the Company (to present)

Shigeki Mine
(May 4, 1961)[Reappointment][Reason for nomination as candidate for Director]
Mr. Shigeki Mine is striving to enhance profitability and operational efficiency, with abundant experience andknowledge in frontline operation divisions centered on marine and port operation and warehousing. He is nominated asa candidate for Director to draw on his previous experience and insight for the strengthening of business foundations.

Apr. 2014
6,400
7

Susumu Fujimoto(Dec. 5, 1948)[Reappointment][Outside][Independent]

Apr. 2014
Apr. 2016
Oct. 2018
Apr. 2019
Jun. 2019[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Susumu Fujimoto possesses abundant experience and knowledge gained through his long career as a government
official and as a corporate manager. Therefore, the Company has nominated him as a candidate for Outside Director.
We expect him to provide opinions and advice from an independent standpoint by sharing his experience and insight.
Notes:
1.
2.

3.
4.

5.

6.
7.

8.

There are no special interests between each candidate for Director and the Company.
Mr. Susumu Fujimoto is a candidate for Outside Director. The Company has registered Mr. Susumu Fujimoto as
independent director to the Tokyo Stock Exchange, Inc. (TSE), and if his reappointment is approved, he will continue
to serve as independent director.
Mr. Susumu Fujimoto, currently an Outside Director of the Company, will have served for 5 years at the conclusionof this General Meeting of Shareholders.
Mr. Susumu Fujimoto served as a Director of MS&AD Insurance Group Holdings until June 2016. Although theCompany has transactions concerning marine insurance, etc. with MS&AD Insurance Group Holdings and its
subsidiaries, the transaction amount accounts for less than 0.3% of the Company’s annual consolidated net sales.
Mr. Susumu Fujimoto served as an Advisor to the Company until June 2019, but he has never been involved inbusiness execution of the Company and its subsidiaries, and the purpose is to receive advice in the management basedon his experience and insight.
Mr. Susumu Fujimoto served as a Director and Chairman of Tokai Tokyo Intelligence Laboratory Co., Ltd.
(previously Tokai Tokyo Research Institute Co., Ltd.) until March 2024.
Mr. Susumu Fujimoto and the Company, in accordance with the Articles of Incorporation of the Company, haveconcluded an agreement to limit his liability, and the maximum amount of liability set forth by the agreement is theamount stipulated by laws and regulations. The Company intends to continue the said agreement if his reappointment
is approved at this General Meeting of Shareholders.
The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company. If the appointment of each candidate for Director isapproved, the candidate will be included as the insured of the insurance contract. The said insurance contract isplanned to be renewed in February 2025 with nearly identical content.

-7-

(Reference) Skill Matrix
Considering diversity, the Company's Board of Directors, regardless of age, gender, or nationality, consists of internal
Directors whose knowledge, experience, and capability are well-balanced as a whole and Outside Directors who meet theindependence criteria set by the Company.
The table below shows the main areas of experience and expertise of the Company’s Directors and their expected roles.

Masataka
Tsutsui

Satoshi
Kuwahara

TetsuoSakurai

ShigekiMine
SusumuFujimoto

Director

●

―

●

●

DX
・
IT
ESG
●

●

●

●

●

●

●

●

―

[Outside][Independent]

●

●

●

●

―

●

●

●

―

Legal affairs andcompliance●●

Personnel affairs, labor andhuman resource
development●

Administration andresearch institute―

Global operations●

Frontline operations●

Financial accounting andfinance―

Attribute

Sales planning

Junichiro
WatanabePresident andRepresentative
Director,
President andExecutive
Officer
Representative
Director andSeniorManaging
Executive
Officer
Director andSeniorManaging
Executive
Officer
Director andManaging
Executive
Officer
Director andManaging
Executive
Officer
Director andManaging
Executive
Officer

Corporate management

Masahiro
Tsutsui

Position

Name

Expertise, knowledge and experience

●

●

●

Director(Audit &Shinya[Outside]Supervisory●●●[Independent]
YamadaCommittee
Member)Director(Audit &Junko[Outside]●●●●Supervisory[Independent]
KogayuCommittee
Member)Director(Audit &Kazuhiro[Outside]●●●●Supervisory[Independent]
Suzuki
Committee
Member)*The above list does not necessarily reflect all the knowledge and experience of the respective Directors.

-8-

●

●

(Reference) Matters Concerning Cross-Shareholdings
1. Policy for Cross-Shareholdings
The Company holds shares as cross-shareholdings after thorough consideration and from the perspective of
maintaining and strengthening relationships with business partners in the Group’s business, and expandingtransactions with them, among factors. It is our policy to withhold new acquisition of cross-shareholdings,
unless there is reasonable significance.
The Company periodically assesses whether or not to hold each individual cross-shareholdings, by examining
the holding purpose and benefits, and in light of capital efficiency, etc. As a result, the Company plans tofurther cut down cross-shareholdings by approximately 12.0 billion yen by the fiscal year ending March 2027,
in addition to approximately 8.0 billion yen that the Company has already reduced during the fiscal year
ended March 2024. The proceeds from the sales will be used for growth investment and shareholder returns.
2. Status of Cross-Shareholdings and ratio of cross-shareholdings to net assets(Fiscal year ended March 31, 2022)(Fiscal year ended March 31, 2023)(Fiscal year ended March 31, 2024)(Trends in the cross-shareholdings sold)Category
Number of stocks sold113th Term
(Fiscal year ended
March 31, 2022)
6114th Term
(Fiscal year ended
March 31, 2023)
7

115th Term
(Fiscal year ended
March 31, 2024)
15

525

1,172

7,965

Amount sold (million yen)
Notes:

1.
2.
3.

We define “investment shares held for purposes other than pure investment” in our annual
securities report as “cross-shareholdings,” and provide the holding status.
Cross-shareholdings carried on balance sheets, number of stocks sold, and amount sold include
deemed shareholdings.
An increase in carrying value on balance sheets is mainly due to the valuation based on fair value.

-9-