Disclaimer:This is an English translation of the Annual Securities Report filed to the Director of the Kanto Local
Finance Bureau via Electronic Disclosure for Investors’ NETwork (“EDINET”) pursuant to the Financial
Instruments and Exchange Act.
This document is translated from the Japanese original report only for reference purposes. This document
does not contain or constitute any guarantee and the Company will not compensate any losses and/or
damage stemming from actions taken based on this document. In the case that there is any discrepancy
between the Japanese original report and this document, the Japanese original report shall prevail.

[Cover][Documents Filed]Annual Securities Report[Applicable Law]

Article 24, Paragraph 1 of the Financial Instruments and Exchange Act[Filed to]

Director of the Kanto Local Finance Bureau[Filing Date]

June 25, 2024

[Fiscal year]

The 106th Term (from April 1, 2023 to March 31, 2024)[Company Name]

Kabushikigaisha Nichirei[Company Name in English]

NICHIREI CORPORATION[Title and Name of Representative]

Kenya Okushi, Representative director and President[Location of Registered Office]6-19-20 Tsukiji, Chuo-ku, Tokyo[Phone No.]03 (3248) 2165

[Contact Person]

Tatsuya Tanaka
Group leader, Corporate accounting group, Accounting & Tax division[Contact Address]

6-19-20 Tsukiji, Chuo-ku, Tokyo[Phone No.]03 (3248) 2165

[Contact Person]

Tatsuya Tanaka
Group leader, Corporate accounting group, Accounting & Tax division[Place Where Available for Public Inspection]

Tokyo Stock Exchange, Inc.
(2-1 Nihonbashi Kabuto-cho, Chuo-ku, Tokyo)

In this report, NICHIREI CORPORATION is hereinafter referred to as the “Company” and together with its consolidated
subsidiaries as the “Nichirei Group” or the “Group.”
The term “FY” preceding a year means the twelve-month period ended March 31 of that year. For example, “FY2024” refers to
the twelve-month period ended March 31, 2024. All other references to years refer to the applicable calendar year.
Negative balance or amount is presented with “△.”“¥” or “yen” means Japanese yen.

1

Part I Corporate Information
I. Group Overview
1.Trends of Major Management Indicators(1) Consolidated Management Indicators
Fiscal year

102nd term

103rd term

104th term

105th term

106th term

Year end

March 2020

March 2021

March 2022

March 2023

March 2024

(Millionsof yen)(Millionsof yen)(Millionsof yen)(Millionsof yen)(Millionsof yen)(Millionsof yen)(Millionsof yen)584,858

572,757

602,696662,204

680,091

31,03532,94931,41032,93536,911

31,77733,532

31,66733,44838,255

19,60921,212

23,382

21,56824,495

16,10025,60926,792

27,664

39,116

191,388

210,426

217,903

233,513265,942

390,004

405,719427,606

457,333

485,157

Net assets per share(Yen)

1,384.90

1,525.76

1,630.84

1,757.70

1,984.04

Profit per share(Yen)

147.16159.19176.72167.14

191.80

Diluted profit per share

(Yen)

－

－

－

－

－

Equity ratio

(%)

47.3

50.1

49.4

49.1

52.2

Return on equity

(%)

10.9

10.9

11.3

9.9

10.3

Price-earnings ratio(Times)

20.8

17.9

13.4

16.1

21.6

Cash flows from operating activities(Millionsof yen)(Millionsof yen)(Millionsof yen)39,44145,453

34,66037,86562,442△24,300△32,213△26,016△26,844△31,592△10,225△10,709△14,179△8,591△31,255

Cash and cash equivalents
at end of period
Number of employees(Millionsof yen)25,43428,011

23,34027,767

29,725

15,824

15,383

15,296

15,766

16,385(Average number of temporary employees
during period not included in above)(Persons)(2,922)(2,708)(2,692)(2,656)(2,539)

(%)

104.4

93.6

71.7

74.9

109.1

(Millionsof yen)96,351(80,669)

96,423(80,757)

104,718(90,172)

114,580(100,064)

97,954(83,891)

Interest-bearing liabilities tocash flow ratio(Years)

2.7

2.1

2.2

2.3

1.8

Financial balance(Millionsof yen)

105

170

289

281

376

Interest coverage ratio(Times)

45.3

64.0

72.2

62.9

67.2

Amount of capital investments

27,287

37,776

27,91330,416

31,283

Depreciation(Millionsof yen)(Millionsof yen)18,355

19,66921,08922,19824,219Number of treasury shares(Shares)

6,739,790

6,741,928

4,522,808

6,351,246

6,354,029(Companies)

72

73

77

80

81

Number of affiliates accounted for by(Companies)
the equity method

16

16

16

18

15

Net sales
Operating profit
Ordinary profit
Profit attributable to owners of parent
Comprehensive income
Net assets
Total assets

Cash flows from investing activities
Cash flows from financing activities

Equity ratio based on fair value
Interest-bearing liabilities(Amounts excluding lease liabilities)

Number of consolidated subsidiaries

2

Notes
1. “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) and other related accounting
standards have been applied from the beginning of the 104th term fiscal year, and the major management indicators, etc. forthe 104th and subsequent fiscal years are those after the application of these accounting standards.
2. “Diluted profit per share” is not disclosed since there are no diluted shares.
3. Calculation method of each indicator from “Equity ratio based on fair value” to “Interest coverage ratio” is as follows.
・Equity ratio based on fair value: Total market capitalization divided by Total assets
Total market capitalization is calculated as follows.
Closing stock price at end of period (Tokyo Stock Exchange Prime Market) multiplied byNumber of issued shares at end of period (after deducting treasury shares)
・Interest-bearing liabilities
Short and Long-term borrowings + Commercial papers + Bonds payable + Lease liabilities
・Interest-bearing liabilities to cash flow ratio
Interest-bearing liabilities ((Beginning of period + End of period) divided by 2) divided by Operating cash flows
・Financial balance(Interest income + Dividend income) － (Interest expenses + Interest on commercial papers)
・Interest coverage ratio
Operating cash flows divided by Interest payments
Interest payments are Interest expenses disclosed in the consolidated statement of cash flows.
・In calculating “Interest-bearing liabilities to cash flow ratio” and “Interest coverage ratio,” Operating cash flows are cash
flows from operating activities disclosed in the consolidated statement of cash flows, adjusted by changes in operating
funds (trade receivables, inventories, and trade payables).

3(2) Management Indicators of the Company
Fiscal year

102nd term

103rd term

104th term

105th term

106th term

Year end

March 2020

March 2021

March 2022

March 2023

March 2024

50,20818,46418,90619,00319,19240,759

8,903

8,972

8,818

8,701

41,85010,191

10,226

9,964

9,925

41,0889,496

12,433

9,341

9,165

30,35930,41830,47230,51230,563Operating revenue
Operating profit
Ordinary profit
ProfitShare capital(Millionsof yen)(Millionsof yen)(Millionsof yen)(Millionsof yen)(Millionsof yen)Total number of shares issued(Shares)

139,965,587

140,003,877

134,007,795

134,042,599

134,075,652

Number of treasury shares(Shares)

6,739,790

6,741,928

4,522,808

6,351,246

6,354,029

Average number of shares during
period(Shares)

133,251,330

133,251,575

132,317,386

129,046,180

127,713,086

106,154

112,017

107,058

105,147

112,292

203,549

207,643

205,028

211,227

209,564(Yen)

796.80840.58826.81

823.45879.20

(Yen)

42
(21)

50
(22)

50
(25)

52
(26)

74
(37)

Profit per share(Yen)

308.35

71.27

93.97

72.39

71.76

Diluted profit per share

(Yen)

－

－

－

－

－

Equity ratio

(%)

52.2

53.9

52.2

49.8

53.6

Return on equity

(%)

45.6

8.7

11.4

8.8

8.4

Price-earnings ratio(Times)

9.9

40.0

25.2

37.1

57.7

Dividend payout ratio

(%)

13.6

70.2

53.2

71.8

103.1

202

198

213

221

241

(2)

(2)

(2)

(3)

(5)

3,055

2,849

2,369

2,684

4,143

113.5

107.8

92.0

105.5

161.7

(90.5)(128.6)(131.2)(138.8)(196.2)

Net assets
Total assets
Net assets per share
Dividend per share(of which interim dividend per share)(Millionsof yen)(Millionsof yen)Number of employees(Average number of temporary employees
during period not included in above)

Stock price at end of period(Persons)(Yen)

Total shareholder return(Comparison index: TOPIX including
dividends)(%)

Highest stock price

(Yen)

3,155

3,190

3,080

2,904

4,204

Lowest stock price

(Yen)

2,281

2,600

2,367

2,171

2,633

Notes
1. “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) and other related accounting
standards have been applied from the beginning of the 104th term fiscal year, and the major management indicators, etc. for the104th and subsequent fiscal years are those after the application of these accounting standards.
2. “Dividend per share” for the 103rd term includes a commemorative dividend of 6 yen per share for the 75th anniversary of theCompany’s foundation (year-end only).
3. “Diluted profit per share” is not disclosed since there are no diluted shares.
4. “Stock price at end of period,” “Highest stock price” and “Lowest stock price” are those quoted on the Tokyo Stock Exchange
Prime Market since April 4, 2022, and those quoted on the First Section of the Tokyo Stock Exchange before that date.

4

2. Corporate History(History of the Company’s foundation)
Based on the Fisheries Control Order promulgated on May 19, 1942, Teikoku Marine Products Control Company wasestablished on December 24, 1942 with share capital of 50 million yen by 18 companies, mostly fisheries companies, as a central
control organization for sales of marine products, ice making, refrigeration, and other businesses associated with marine
fisheries. Subsequently, following the repeal of the Fisheries Control Order on November 30, 1945, the Company was
reorganized as a limited company under the Commercial Code of Japan on December 1, 1945, and changed its name to Nippon
Reizo Inc.
Month and Year

History

December 1942
April 1943
December 1945
March 1946
December 1948

Establishment of Teikoku Marine Products Control Company.
Began purchasing and sales of marine products, as well as ice making, refrigeration, and freezing business.
Changed trade name to Nippon Reizo Inc.
Established a food sales subsidiary.
Added to its business purposes the manufacturing, trading and import and export of canned foods, fertilizers,
feeds and oils and fats, and the import and export of marine products.
Shares listed on the Tokyo, Osaka (delisted in June 2010), and Nagoya (delisted in June 2003) stock exchanges.
Established a canning factory and started the food production business.
Began sales of prepared frozen foods.
Started the meat and poultry products business.
Established a subsidiary to handle transportation. (currently Logistics Network Inc., a consolidated subsidiary.)
Established a subsidiary to collect and sell agricultural, marine, and livestock products in the U.S.A. (currently
Nichirei Seafoods, Inc. and Nichirei Foods U.S.A., Inc., consolidated subsidiaries took over the business.)
Entered the biotechnology field.
Added to its business purposes the manufacturing and trading of medicines, quasi-drugs and reagents, and the
production and trading of seeds and seedlings.
Changed trade name to Nichirei Corporation.
Released an acerola drink in earnest.
Acquired a Dutch refrigeration company and entered the refrigeration business in the Netherlands.
(currently Thermotraffic B.V., a consolidated subsidiary)
Construction of the Nichirei Akashi-cho Building was completed and started the office building leasing businessin earnest.
Released a combination food for diabetic diet preparation, a special-use food approved by the Ministry of Healthand Welfare.
Started the logistics business in earnest.
Construction of the Nichirei Higashi-Ginza Building was completed. Head office relocated to the building in
April of the same year.
Established a Technology Development Center to consolidate its R&D functions.
Entered the third-party logistics business.
(currently Logistics Network Inc., a consolidated subsidiary took over the business.)
Added to the business purposes the management of hotels and Japanese style hotels.
Spun off its information systems division and established an outsourcing company for information processing
operations (an affiliate) through joint investment with Hitachi, Ltd.
Conducted corporate split of the domestic logistics business. (Split off to one logistics network company andseven companies in the regional storage business, consolidated subsidiaries.)
The processed foods, marine products, meat and poultry products, logistics, bioscience, and shared services
businesses were split off, and the Company transitioned to a holding company.
Established Jinzhu (Yantai) Food Research and Development Co., Ltd. (an affiliate) in China (Shandong
province) as a joint venture with Nisshin Seifun Group Inc. and started operation in October 2006.
Acquired a production base in Thailand as a subsidiary.
(Surapon Nichirei Foods Co., Ltd., a consolidated subsidiary)
Acquired a French low-temperature logistics company and entered into the logistics business in France.
(currently Transports Godfroy S.A.S. and one other company, consolidated subsidiaries)
Production base established in Thailand started operation.
(GFPT Nichirei (Thailand) Co., Ltd., a consolidated subsidiary)
Acquired an American food company and expanded its business in the U.S. market.
(InnovAsian Cuisine Enterprises, Inc., a consolidated subsidiary)
Established a Global Innovation Center as a R&D and production base for the Bioscience business.
Transitioned from the First Section of the Tokyo Stock Exchange to the Prime Market due to the revision of themarket classification of the Tokyo Stock Exchange.
Taken a low-temperature logistics company in Thailand a subsidiary. (SCG Nichirei Logistics Co., Ltd., aconsolidated subsidiary)

May 1949
August 1951
October 1952
May 1956
March 1977
January 1979
June 1982
April 1984
February 1985
April 1988
September 1988
December 1988
April 1989
April 1990
February 1991
March 1997
April 1998
June 2000
January 2003
April 2004
April 2005
November 2005
November 2006
July 2010
October 2010
June 2012
March 2019
April 2022
June 2023

5

3. Description of Business
The Group consists of the Company, 81 subsidiaries and 15 affiliates, and is engaged in the Processed foods, Marine products,
Meat and poultry products, Logistics, Real estate, and Other businesses, as well as operations related the businesses.
As the Company falls under the category of Specified Listed Company, etc., the minor criteria for material facts under theinsider trading regulations are judged based on the figures on a consolidated basis.

(1) Main Businesses and Positions of the Company, Subsidiaries and Affiliates by Segment, as well as Namesof Subsidiaries and Affiliates, and Number of Subsidiaries and Affiliates
All subsidiaries are consolidated by the Company.
(As of March 31, 2024)

Processed
foods
business

Segment
Main businesses (Main services and items handled) and
Positions of the Company, subsidiaries and affiliates
Subsidiaries:① Manufacturing, processing and sales of processed foods② Sales of processed foods, Trading agricultural products③ Processing and sales of agricultural products
Affiliates: ④ Manufacturing and sales of processed foods

Names of subsidiaries and affiliates
Number of subsidiaries and affiliates[Items handled]
Prepared frozen foods (chicken, processed meat products, rice,croquettes, Chinese side dishes, snacks, etc.),
Agricultural processed foods, Retort foods, and Wellness foods,
Acerola, Packaged ice
Marineproducts
business

Logistics business

Meat andpoultry
products
business

Subsidiaries: ① Processing and sales of marine products② Trading of marine products[Items handled]
Shrimp, Octopus, Salmon/trout, Crab, Shellfish, Fish roe andother marine products, Processed marine materials
Subsidiaries:① Processing and sales of meat and poultry products② Processing operations of meat and poultry products③ Breeding and sales of chicken[Items handled]
Chicken, Beef, Pork, Processed and Packaged livestock
materials① Nichirei Foods, CHUREI, Kyurei, Nichirei Ice,NICHIREI WELLDINING, Surapon Nichirei Foods,
GFPT Nichirei (Thailand),Shandong Nichirei (Yantai) Foods,
Nichirei do Brasil Agricola, Nichirei Sacramento Foods② Nichirei Foods U.S.A, InnovAsian Cuisine Enterprises,
Nichirei Corporation Shanghai, Nichirei Australia,
Nichirei Suco Vietnam, and 4 other companies③ NICHIREI AGRICULTURE④ SHIN SUNFOOD INDUSTRY, Taian Jiayu Foodstuff,
and 2 other companies① Nichirei Fresh (*), Fresh Maruichi, Trans Pacific Seafood② Nichirei Seafoods,
RIZHAO MAI LENG FOOD TRADING,NICHIREI Fresh Hong Kong, and 2 other companies① Nichirei Fresh (*), Fresh Chicken Karumai② Nichirei Fresh Process, FRESH MEAT SAKUDAIRA③ Nichirei Fresh Farm

Logistics business management, Leasing facilities

Nichirei Logistics Group

Logistics
net workbusiness

Logistics Network, NK Trans, Tokyo Nichirei Service
and 1 other company

Regional
storagebusiness

OverseasbusinessEngineeringbusiness
Real estatebusiness
Otherbusiness

Subsidiaries: Providing transportation/distribution services, anddistribution center functions, logistics consulting (3PL),
logistics center operation business(Note: 3PL is Abbreviation for Third Party Logistics)
Subsidiaries: ① Providing storage services, production andsales of ice ② Providing cargo handling services
Affiliates: ③ Leasing refrigerated warehouses, providing
storage services, and production and sales of ice[Main storage services]
Storage, Inventory control, Import customs clearance agent,Freezing and Thawing
Subsidiaries: Providing logistics services in the Netherlands,
Germany, Poland, France, UK, China and Malaysia
Thailand, Vietnam
Affiliates: Providing logistics services in Malaysia

Subsidiary: Construction work and design, Maintenance
The Company: Leasing office buildings and parking lots
Subsidiary: Leasing and management of real estate
Subsidiaries:① Manufacturing and trading of diagnostic pharmaceuticals
and medical devices② Human resources and payroll related services③ Greening management and cleaning services
Affiliates:④ Manufacturing and sales of processed foods⑤ Information system services⑥ Analytics evaluation and research and development of foodproducts① Nichirei Logistics Hokkaido, Nichirei Logistics Tohoku,
Nichirei Logistics Tokai, Nichirei Logistics Kansai,
Nichirei Logistics Chushikoku,
Nichirei Logistics Kyushu, Kyokurei② Osaka Nichirei Service, Nagoya Nichirei Service,
and 5 other companies③ Tokyo Industrial Complex Storage and 4 other companies
Nichirei Holding Holland, Thermotraffic B.V.,
Hiwa Rotterdam Port Cold Stores, Thermotraffic GmbH,
Frigo Logistics, Armir Logistyka, Transports Godfroy,
Entrepots Godfroy, Thermotraffic Ltd.,
Shanghai Fresh Line Express, Jiangsu Freshline Logistics,
NL Cold Chain Network, SCG Nichirei Logistics,
Nichirei TBA Logistics Vietnam and 8 other companies
NL Litt Tatt Group and 2 other companies
Nichirei Logistics Engineering
New Housing① Nichirei Biosciences, Pathcom Systems② Nichirei Business Partners③ Nichirei Aura and 2 other companies④ Imperial Hotel Kitchen⑤ Hitachi Foods & Logistics Systems⑥ Jinzhu (Yantai) Food Research and Development

20
subsidiaries

4 affiliates

8
subsidiaries

5
subsidiaries

1
subsidiary4
subsidiaries

14
subsidiaries

5 affiliates

22
subsidiaries

3 affiliates1
subsidiary1
subsidiary6
subsidiaries

3 affiliates(Note) *Nichirei Fresh is engaged in the marine products business and the meat and poultry products business. Therefore, it is included in thenumber of subsidiaries of each business segment.

6(2) Group Business Chart (as of March 31, 2024)

7

4. Subsidiaries and Affiliates
Address

Nichirei Foods Inc.

Chuo-ku, Tokyo

15,000

Processed foods

100.0

2

CHUREI Co., Ltd.

Shimonoseki City,
Yamaguchi Prefecture

200

〃

100.0
(100.0)－－Kyurei Inc.

Munakata City,
Fukuoka Prefecture

10

〃

100.0
(100.0)－－Nichirei Ice Inc.

Chuo-ku, Tokyo

20

〃

100.0
(100.0)

－

－

100

〃

100.0
(100.0)

－

－

25

〃

100.0
(100.0)－－100,000,000
Thai baht〃

51.0(51.0)

－

－

Name

Main
Business

Voting rights
ownership Concurrent[Owned by] executives
Ratio (%)
(Persons)

Relation details

Share capital or
Investments incapital(Millions of yen)

Other

Notes

(Consolidated subsidiary)
Management guidance,
Lease of office spaces*1, 3

NICHIREI AGRICULTURE
Inc.

Toyoyama Town,
Nishi-Kasugai-gun,
Aichi Prefecture
Kagoshima City,
Kagoshima Prefecture

Surapon Nichirei
Foods Co., Ltd.

Samut Prakan Province,
ThailandGFPT Nichirei(Thailand) Co., Ltd.

Chonburi Province,
Thailand

3,014,000,000
Thai baht〃

51.0(51.0)－－

Nichirei Foods U.S.A., Inc.

Washington State,
U.S.A.

2,300,000
US dollar〃

100.0(100.0)－－InnovAsian CuisineEnterprises Inc.

Washington State,
U.S.A.

2,200,000
US dollar〃

100.0(100.0)－－Nichirei Foods Acquisition
Inc.

Washington State,
U.S.A.

30,990,000
US dollar〃

100.0(100.0)－－*1

Nichirei Sacramento Foods
Corporation

California State,
U.S.A.

39,110,000
US dollar〃

100.0(100.0)－－*1

Shandong Nichirei (Yantai)
Foods Co., Ltd.

Shandong Province,
China

21,416,000
Chinese yuan〃

65.0
(65.0)－－

7,100,000
US dollar〃

100.0(100.0)－－Nichirei Australia Pty. Ltd.

New South Wales State,
1,000,000
Australia
Australian dollar

〃

100.0
(100.0)－－Nichirei do Brasil
Agricola Ltda.

Pernambuco State,
Brazil27,283,000
Real

〃

100.0
(100.0)－－Nichirei Suco Vietnam Co.,Ltd.

Tien Giang Province,
Vietnam

6,200,000
US dollar〃

100.0(100.0)

－

－

8,000

Marineproducts,
Meat andpoultry products

100.0

2

100

Marine products

100.0(100.0)－－NICHIREI WELLDINING
Inc.

Nichirei Corporation Shanghai Shanghai City,
Ltd.
China

Management guidance,
Lease of office spaces

Nichirei Fresh Inc.

Chuo-ku, Tokyo

Fresh Maruichi Corporation

Iwaki City,
Fukushima Prefecture

Nichirei Seafoods, Inc.

Washington State,
U.S.A.

700,000
US dollar〃

100.0(100.0)－－

RIZHAO MAI LENG FOOD
TRADING COMPANY
LIMITED

Shandong Province,
China

600,000
US dollar〃

51.0(51.0)－－

100.0(100.0)－－84.6(84.6)－－

85.0(85.0)－－

100.0(100.0)

－

－

100.0
(100.0)

－

－

〃

100.0
(100.0)－－NICHIREI Fresh Hong Kong,
LimitedTrans Pacific Seafood Co.,
Ltd.
Nichirei Fresh Farm Inc.

Fresh Chicken Karumai Inc.
Nichirei Fresh Process Inc.

Hong Kong Special
5,000,000
Administrative Region,〃
Hong Kong dollar
China
Binh Thuan Province,
147.55 billion〃
VietnamVietnamese dong
Hirono Town,
Meat and
Kunohe-gun,
100
poultry products
Iwate Prefecture
Karumai Town,
Kunohe-gun,
100〃
Iwate Prefecture
Kanazawa-ku,
30〃
Yokohama City

FRESH MEAT SAKUDAIRA
Inc.
Nichirei Logistics Group Inc.

Saku City,
Nagano Prefecture

80

Chiyoda-ku, Tokyo

20,000Logistics

100.0

2

Logistics Network Inc.

Chiyoda-ku, Tokyo

100

〃

100.0
(100.0)1

8Management guidance,
Lease of office spaces
－

*1

*1, 2

*1
*3

Name

Address

Share capital or
Investments incapital(Millions of yen)

Main
Business

Voting rights
ownership Concurrent[Owned by] executives
Ratio (%)
(Persons)
100.0－(100.0)Relation details
Other

NK Trans Inc.

Chiyoda-ku, Tokyo

60

Logistics

Tokyo Nichirei Service Inc.

Chiyoda-ku, Tokyo

60

〃

100.0
(100.0)－－Nichirei Logistics Hokkaido,
Inc.

Nishi-ku,
Sapporo City

50

〃

100.0
(100.0)1－

Nichirei Logistics Tohoku,Inc.

Aoba-ku,
Sendai City

50

〃

100.0
(100.0)1－

Nichirei Logistics Tokai, Inc.

Atsuta-ku,
Nagoya City

100

〃

100.0
(100.0)1－

Nichirei Logistics Kansai, Inc.

Kita-ku, Osaka City

100

〃

100.0
(100.0)1

Nichirei Logistics Chushikoku, Nishi-ku,
Inc.
Hiroshima City

50

〃

100.0
(100.0)1－

Nichirei Logistics Kyushu,
Inc.

Higashi-ku,
Fukuoka City

100

〃

100.0
(100.0)1－

Kyokurei Inc.

Naka-ku,
Yokohama City

298

〃

100.0
(100.0)1－

Osaka Nichirei Service Inc.

Kita-ku, Osaka City

30

〃

100.0
(100.0)－－

Nagoya Nichirei Service Inc.

Atsuta-ku,
Nagoya City

50

〃

100.0
(100.0)

－

－

60

〃

100.0
(100.0)1－

Nichirei Logistics Engineering
Chiyoda-ku, Tokyo
Inc.

－

Lease of office spaces

Nichirei Holding
Holland B.V.

Rotterdam City,
The Netherlands

11,350,000
Euro

〃

100.0
(100.0)－－

Thermotraffic B.V.

Rotterdam City,
The Netherlands

4,910,000
Euro

〃

100.0
(100.0)－－Hiwa Rotterdam Port
Cold Stores B.V.

Rotterdam City,
The Netherlands

2,270,000
Euro

〃

100.0
(100.0)－－

Thermotraffic GmbH

Versmold City,
Germany

1,200,000
Euro

〃

100.0
(100.0)－－Frigo Logistics Sp. z o.o.

Znin City,
Poland11,800,000
Złoty

〃

100.0
(100.0)－－Armir Logistyka Sp. z o.o.

Ruda Slaska City,
Poland20,000
Złoty

〃

100.0
(100.0)－－Transports Godfroy S.A.S.

Carpiquet City,
France152,000
Euro

〃

100.0
(100.0)－－

Entrepots Godfroy S.A.S.

Carpiquet City,
France

7,000
Euro

〃

100.0
(100.0)－－

Thermotraffic Ltd.

Suffolk County,
United Kingdom

60,000Pound sterling

〃

100.0
(100.0)－－Shanghai Fresh Line Express
Co., Ltd.

Shanghai City,
China

3,930,000
US dollar〃

82.4(82.4)－－

Jiangsu Freshline Logistics
Co., Ltd.

Jiangyin City,
China

15,000,000
Chinese yuan〃

53.6
(53.6)－－NL Cold Chain Network (M)SDN BHD

Puchong City,
Malaysia

62,380,000
Ringgit〃

100.0(100.0)－－SCG Nichirei Logistics Co.,Ltd.

Samut Prakan
Province, Thailand

803,060,000
Thai baht〃

49.0(49.0)－－

Nichirei TBA Logistics
Vietnam LLC

Long An Province,
Vietnam

478,800,009,000
Vietnamese dong

〃

100.0
(100.0)－－

New Housing Inc.

Chuo-ku, Tokyo

120

Real estate

100.0

－

Outsourcing maintenance andmanagement of assets for lease

Nichirei Biosciences Inc.

Chuo-ku, Tokyo

450

Other

100.0

1

Management guidanceNichirei Business Partners Inc. Chuo-ku, Tokyo

30

〃

100.0

1

Outsourcing shared services
operations,Lease of office spaces

Nichirei Aura Inc.

Funabashi City,
Chiba Prefecture

20

〃

100.0
(25.0)

1

Outsourcing cleaning services

Pathcom Systems
Corporation

California State,
U.S.A.

16,510,000
US dollar〃

100.0(100.0)

1

－

－

－

－

－

Other 21 companies

－

－

9

Notes

*1

Name

Address

Share capital or
Investments incapital(Millions of yen)

Main
Business

Voting rights
ownership Concurrent[Owned by] executives
Ratio (%)
(Persons)

Relation details

Notes

Other

(Affiliates accounted for by
the equity method)
SHIN SUNFOOD INDUSTRY Miyazaki City,
Co., Ltd.
Miyazaki Prefecture30

25,810,000
Chinese yuan

Manufacturing
and sales ofprocessed foods
Production andsales of frozen
processed
agricultural
products
Leasing ofrefrigerated
facilities andrefrigerated
warehouses
business

20.0(20.0)－－

30.0(30.0)－－

28.6(28.6)－－

Logistics

49.0(49.0)－－－TAIAN JIAYU FOODSTUFF
CO., LTD.

Shandong Province,
China

Tokyo Industrial Complex
Storage Inc.

Ota-ku, Tokyo

NL Litt Tatt Group
Sdn. Bhd.

Klang City,
Malaysia

Imperial Hotel Kitchen
Corporation

Chiyoda-ku, Tokyo

100

Manufacturing,processing andtrading of
prepared foods

50.0

3

Hitachi Foods & Logistics
Systems Inc.

Chuo-ku, Tokyo

300

Information
system services

44.0

1

240

Analytics
evaluation andresearch anddevelopment offood products

50.0

2

－

－

－

100

84,550,000
RinggitJinzhu (Yantai) Food Research Shandong Province,
and Development Co., Ltd.
China
8 other companies

－

－

－

－

Outsourcing information
system operations,Lease of office spaces(Notes)1. Description stated on “Main Business” is as follows.
Consolidated subsidiaries: Names listed in the segment information
Affiliates accounted for by the equity method: Business
2. Figures in parentheses under “Voting rights ownership [Owned by] Ratio (%)” indicate the percentage of indirect ownership
included in above ratio.
3. “Concurrent executives” under “Relation details” indicates the status of concurrent positions held by executives (including
executive officers) of the Company.
4. The Company has introduced a cash management system (CMS) at its major domestic consolidated subsidiaries to centrally
manage the lending of funds and the receipt of surplus funds.
5. *1 Specified subsidiaries*2 Net sales (excluding intercompany sales among consolidated companies) exceed 10% of consolidated net sales, but thepercentage against net sales (including intersegment sales or transfers) in the Marine products and Meat and poultry products
segment in the current fiscal year exceeds 90%. Therefore, major profit and loss information is omitted.
*3 Major profit and loss information of the consolidated subsidiaries that net sales (excluding intercompany sales among
consolidated companies) exceed 10% of consolidated net sales is as follows.
(Millions of yen)Segment

Company Name

Net sales

Ordinary profit

ProfitNet assets

Total assets

Processed Foods

Nichirei Foods Inc.

227,114

13,256

9,380

56,624

129,216

Logistics

Logistics Network Inc.

115,267

5,796

3,654

11,27927,11310

5. Employees(1) Status of the Group
Number of employees (Persons)Name of segment

Domestic

Overseas

1,903

Processed foods
Marine products
Meat and poultry
products
Logistics
Real estate

8,039(1,839)(－)(1,839)

(△6)

181

509

690

(40)

(－)

(40)

△74
(△28)

403

403

3

(74)

－
(－)

(74)

(－)

2,954

1,939

4,893

234

(551)

(－)

(551)

(△80)

13

－
(－)

13

－
(－)

195

14

209

1

(29)

(－)

(29)

(△5)

235

－
(－)

235

9

(5)

(5)

(2)

5,884

10,501

16,385619(2,539)(－)(2,539)(△117)(1)

Other
Corporate (common)
Total(As of March 31, 2024)
Change from end of
previous period
Total(Persons)
9,942
446

(1)

(Notes)1. “Number of employees” is the number of employees, excluding those seconded from the group companies to outside
the Group and including those seconded from outside the Group to the group companies.
2. Figures in parentheses under “Number of employees” are the annual average number of temporary employees(including part-time employees and excluding temporary staffs) not included in the above figures.
3. Number of employees listed in “Corporate (common)” is the number of employees belonging to the planning andadministrative department and quality assurance department that cannot be classified into other segments.

(2) Status of Filing Company
Number of employees(Persons)

Average age(Years)241

Average years of service(Years)45.2(As of March 31, 2024)
Average annual salary
(Yen)

16.0

Name of segment

7,024,732

Number of employees (Persons)Real estate

6

Corporate (common)

235

Total

241

(Notes)1. “Number of employees” is the number of employees, excluding those seconded from the Company to outside theCompany and including those seconded from outside the Company to the Company.
2. “Average annual salary” includes bonuses and extra wages.
3. Number of employees listed in “Corporate (common)” is the number of employees belonging to the planning andadministrative department and quality assurance department that cannot be classified into other segments.

(3) Status of Labor Unions

There is nothing special to be noted regarding labor-management relations.

11(4) Percentage of Women workers in Management positions, Percentage of Men workers taking Childcare leave,
and Pay gap between Men and Women workers① Filing company
Percentage ofwomen workers inmanagement positions(%) (Note1)
17.0

Percentage ofmen workers taking
childcare leave (%)(Note2)100.0

Current fiscal year
Pay gap between men and women workers (%) (Note1)
All workers

Regular workers
71.6

Non-regular workers

75.2

40.0

② Consolidated subsidiaries

Name

Nichirei Foods Inc.

Current fiscal year
Percentage ofPercentage ofwomen workers
men workers
in management taking childcare
positions (%)
leave (%)
(Note1)(Note2)
5.5
78.3

Pay gap between men and women workers (%)(Note1)
All workers

Regularworkers

Non-regular
workers

62.4

78.1

74.6

Nichirei Fresh Inc.

4.2

75.0

71.6

72.3

72.9

Nichirei Logistics Group Inc.

3.7

－

77.8

77.2

－

Nichirei Biosciences Inc.

21.1

100.0

62.5

86.4

54.9

Logistics Network Inc.

3.2

100.0

68.5

76.3

48.0

Nichirei Logistics Tokai, Inc.

11.1

－

85.0

79.7

82.9

Nichirei Logistics Kansai, Inc.

0.0

100.0

79.2

72.1

86.9

Nichirei Logistics Kyushu, Inc.

0.0

100.0

77.9

77.1

67.3

Nichirei Logistics Engineering Inc.

0.0

100.0

97.0

77.1

－

Kyurei Inc.

16.7

(Note3)

71.2

78.5

91.1

NK Trans Inc.

0.0

(Note3)

91.3

89.8

91.7

Kyushu Nichirei Service Inc.

0.0

(Note3)

75.0

70.0

81.4

(Notes)1. The percentage is calculated in accordance with the provisions of the “Act on the Promotion of Women’s Active
Engagement in Professional Life” (Act No. 64, 2015).
2. The percentage represents the percentage of childcare leave and time off for childcare purposes stipulated in Article 71-4,
item 2 of the “Ordinance for Enforcement of the Act on Childcare Leave, Caregiver Leave, and Other Measures for the
Welfare of Workers Caring for Children or Other Family Members” (Ordinance of Ministry of Labor No. 25, 1991) basedon the provisions of the “Act on Childcare Leave, Caregiver Leave, and Other Measures for the Welfare of Workers Caring
for Children or Other Family Members” (Act No. 76, 1991).
3. Omitted as it is not publicly disclosed.

12

③ Supplementary explanation of pay gap between men and women workers (common to all Nichirei Group
companies)
Although there is no difference in the wage system by gender in all employment types, there is a pay gap. Therefore, theGroup has analyzed the gap by each employment category.
(a) Regular workers
The analysis of regular workers showed that pay gap were small for ordinary employees and large for those inmanagement positions. We understand it is because of the smaller number of women in management positions compared tomen.
The Group has established “Securing and Developing a Diverse Array of Human Resources” as one of the Group’smaterial matters (materiality) to achieve our long-term management goals “Vision for 2030,” and has also set DE&I
(Diversity, Equity and Inclusion) as one of the strategies in our human resources strategy (*). As part of these efforts topromote women’s active engagement, for example, we have developed measures to draw out the abilities of our employees,
such as study sessions and round-table discussions for women managers or above, and women employees networking events
to encourage them to aim for future management positions.
As a result of these efforts, there has been a steady increase in the number of women being promoted to management
positions at the holding company and to positions such as manager at the operating companies, and the pay gap is expected
to narrow in the future.
(*) For more detail information, please refer to “II. Business Overview, 2. Approach and Initiatives Concerning
Sustainability (4) Strategies, Indicators and Targets by Theme ④ Human capital.”(b) Non-regular workers
As for the gap among non-regular workers, women are more likely to be contract workers or part-time workers, while men
are more likely to be rehired after retirement or other non-regular workers, and these differences in contract types arereflected in the gap in non-regular workers.
In addition, as mentioned earlier, there is no difference in the wage system by gender for each employment type. However,for example, among part-time workers, men tend to work full-time while women tend to work shorter hours, resulting in pay
gap due to working hours.

④ Supplementary explanation of percentage of men workers taking childcare leave (common to all Nichirei
Group companies)
As a foundation for women’s active engagement, we have set a target value for childcare leave as “Men workers taking 3
or more days: 100% (*)” from October 2022.
With the aim of expanding the opportunities for women to play an active role in the workplace by men’s participation inchildcare, and thereby achieving a work-life balance during the child-rearing period for both men and women, labor andmanagement are promoting the use of childcare leave by men. Specifically, in addition to confirming the intentions to takechildcare leave with men workers, interviews are conducted with whom have not yet taken the leave.
(*) “Childcare leave”: Congratulatory and condolence leave (wife’s childbirth), Accumulated annual paid leave (transfer ofchildcare leave)13II. Business Overview
1. Management Policy, Business Environment and Issues to be Addressed
The management policy, business environment, and issues to be addressed by the Group are as follows.
Forward-looking statements in the following section are based on the judgment of the Group as of the end of the current
consolidated fiscal year.

(1) Management Policy[Mission]
Focus on Lifestyles, and Provide True Satisfaction[Vision]We will continue to support good eating habits and health by leveraging our state-of-the-art manufacturing practices that
optimize nature’s bounty, along with our leading-edge logistics services.
[Guiding Principles]① Prioritize customers, safety, and quality
The cornerstone of our business activities involves putting customers first and earning their long-lasting trust by ensuring safe,
high-quality products and services, and safety at every stage of our operations.
② Ethical operations
We are committed to ensuring fair competition.
Unethical practices make it difficult to do business and can threaten the Group’s existence, given the time needed to regain
trust once it has been lost.
③ Transparent management
Our operations are transparent and we are beholden to our stakeholders to accurately and impartially disclose managementrelated information in order to enhance our corporate value and continue to earn stakeholders’ trust.
④ Sustainable communities
As a food-and health-related enterprise, we strive to help communities deal with issues they face by understanding theirmembers’ livelihoods and future prospects.
We aim to make communities more sustainable by ensuring our business initiatives reflect their economic, social, andenvironmental situation.
⑤ Value creation
We will continue to create new value by drawing from our open, innovative organizational culture and business practices.
[Nichirei Group Sustainability Policy]
The Group is committed to resolve social issues and create new value through its business activities, which include theprocurement, production, logistics and sale of food, while considering the impact of those activities on the global environment
and local communities and respect for human rights. We publicly disclose the details of these activities to promote stakeholder
dialogue and increase transparency. Furthermore, we work to create more sustainable communities by fulfilling our
responsibilities as a company that supports good eating habits and health.
Sustainability Policy: The Nichirei Pledge - Making Our Communities More Sustainable Creating new value

We constantly strive to create new products and services, while pursuing business activities
that help solve issues faced by our customers and communities.

Safe, high-quality products andservices

We continuously work to earn the trust of our customers and communities by meeting
diverse demands as well as offering safe, stable, and high-quality supply.

Sustainable supply chain and circular
economyWe aim to realize an ethical and sustainable supply chain as well as a circular economy bybuilding enduring and positive partnerships, while considering the environment, humanrights and working conditions.

Climate change initiatives andbiodiversity conservation
Cooperative relationship with
communities
Diversity and decent work

Good corporate governanceThorough compliance

We strive to preserve the global environment and biodiversity by reducing greenhouse gas
emissions and managing food and water resources appropriately.
We work to develop our communities and resolve social issues as a responsible corporate
citizen by engaging in dialogue and close cooperation with our stakeholders.
We respect the diversity of our employees, and strive to ensure occupational health andsafety, provide fair treatment and opportunities for personal development, and continuously
improve the workplace to enable every employee to thrive.
We are committed to employing highly transparent and fair management practices throughstakeholder dialogue and information disclosure, while striving for appropriate resource
allocation and swift management decisions.
We engage only in honest corporate activities that comply with the laws and regulations ofeach country in which we operate, respecting international norms of behavior and ensuringsound corporate ethics.

14

(2) Medium-term Management Strategies, Target Management Indicators, Business Environment and Issues tobe Addressed[Overall strategy, financial strategy and business plan by segment]① Overall strategy
We will fulfill our social responsibility as a company that supports good eating habits and health through business activities
that encompass our sustainability policy, as we aim to improve our social and economic value by ramping up sustainability
management and pursuing capital efficiency.
To achieve this, we will complete our domestic business growth strategy as planned and optimize our business portfolio tobuild a sustainable supply chain that addresses emerging geopolitical risks and ESG issues. In order to achieve the next stage of
growth, we will allocate resources to overseas business expansion and new value creation, and focus on achieving our material
matters (materiality) goals through the active participation of diverse human resources and the application of digitaltechnologies.
In FY 2024, the second year of the Group’s medium-term business plan “Compass Rose 2024” (FY2023-FY2025), net sales
and operating profit both reached record highs due to the effects of operational efficiency improvements and price revisions incore businesses and growth in overseas businesses, in spite of the impacts of soaring raw material price and energy costs, andthe weak Japanese yen. On the other hand, we still have challenges in improving profitability and building a foundation for the
next generation of growth.
In FY2025, the final year of the plan, signs of increased demand from inbound travel and recovery in personal consumption
are expected, although upward pressure on procurement costs and labor shortages will continue to have an impact. By steadily
implementing management measures in response to these changes in the environment, we aim to achieve consolidated net salesof ¥690 billion and operating profit of ¥39 billion.

15

Nichirei Group Material Matters (Materiality)
Group Material Matters (Materiality)

Creating newvalue in food andhealthStrengthening
food processing
and production
technology
capabilities;
enhancinglogistics services

Realizingsustainable foodprocurement and acircular economy

Climate change
initiatives

Create new markets andcustomer value by taking onchallenges outside existingareas in both food and health

Further refine corecompetencies in foodprocessing, production andlogistics to resolve social issues
and improve profitability
through competitive advantages
in global markets

Resolve various social issues
related to the supply chain,
which is the foundation of ourbusiness, and contribute tosustainable foodprocurement and the realizationof a circular economy

As a food and logistics
company that is greatly affectedby climate change, we will
work with stakeholders tocounter global warming andreduce energy consumption
throughout the supply chain

Vision for 2030
Discover the potential of materials
and cooling power to contribute to
the future of the Earth andpeople’s mental and physicalhealth through foodGroup Measures
Allocate resources to R&D to investigate health, theglobal environment and diversifying customer value,
as well as to marketing
Develop products and services and convey
information to address people’s mental and physicalhealth and the global environment
Establish mechanisms to create and cultivate value in
new fields and conduct innovation activities

Ability to generate cash improvedby concentrating management
resources on core businesses

Promote capacity expansion, work process
innovation, reduction of environmental impact anddevelopment of business foundations throughproactive capital expenditures in the processed foods
and temperature-controlled logistics businesses

Overseas business has become anew pillar of earnings

Accelerate overseas expansion by securing andtraining globally capable human resources, cultivating
partner companies, conducting M&As and othermeans

All raw materials and ingredientsare procured from suppliers andpartner companies that comply
with the Nichirei Group Supplier
Code of Conduct and Supplier
Guidelines

Establish a supply chain with consideration for humanrights and the environment and conduct due diligence

Promoting a circular economy bycreating new business models

Work to conduct sustainable resource procurement
and help to realize a circular economy

Improving resilience of
biodiversity and water resources
through an understanding of
natural capital risks

Conserve biodiversity and water resources throughecosystem-friendly business activities

Efforts underway to reduce CO2
emissions both inside and outside
the Group toward the goal of
becoming carbon neutral by 2050

Reduce CO2 emissions per unit of production andutilize renewable energy at food factories andlogistics centers, and disclose information based on
the TCFD recommendations

Elimination of CFCs progressing
at production and logistics
facilities as a global warming
countermeasure

Replace all refrigerants used in freezing andrefrigerating equipment in Japan with naturalrefrigerants
Switch to natural refrigerants overseas as necessary,
based on on-site confirmations
Monitor the effectiveness of the initiatives
Conduct a Group-wide engagement survey to monitor
the effectiveness of measures

Securing anddeveloping adiversearray of humanresources

Secure and develop a diverse
human resources and foster an
inclusive corporate culture toachieve sustainable growthDiverse human resources withvarious characteristics and skills,
maximizing their potential to
improve their job satisfaction andsupport the sustainable growth of
the Group16

Establish a personnel system that enables Group
employees to choose work styles according to theircareer outlook and contributes to productivity
improvement
Establish and provide support for applicationof rulesPromote communication activities and impartiallyprovide learning opportunities in order to create awork environment and corporate culture in which
employees are healthy, lively and satisfied with theirjobs

Nichirei Group Material Matters (Materiality)
Group Material
Matters (Materiality)

Creating new value infood and health(KPI)

Group Targets (KPIs)

FY2024
Results

FY2025
Targets

FY2031
Targets

Sales of products and services that create
added value for people’s mental and physicalhealth and the global environment¥55.2 billion¥64.5 billion¥140.0 billion

Number of information provided for
consumers and external parties (total numberof people per year)

225 million *1－ *1

200 million
*1

9%

9%

12%

8% *2

7% *2

7% or higher *2

21%

23%

30%

Strengthening food
EBITDA margin
processing andproduction technology
EBITDA CAGR
capabilities;
enhancing
Overseas sales ratio
logistics services

Realizing sustainable
food procurement anda circular economy

99% Support rate
(main domestic
suppliers and OEMs)

Rate of implementation of ESG due diligencefor main raw materials and major suppliers

Domestic meat andpoultry 52%(main suppliers andOEMs)

Rate of attendance for the SDGs educational
program aimed at realizing a circular economy

51%(managers or above)100%(managers or above)

100%(all employees)

Rate of waste recycling at all sites

99.7%

99%

99%

Procurement ratio of sustainable marine
products complying with the Nichirei Group
Sustainable Marine Product Procurement
Guidelines in marine products business

94%

99%

100%

Ratio of marine products in the above fromfisheries with MSC, ASC, or other global
certification

22%

32%

50%

100%
(Book and Claim)

100%(Book and Claim)

100%(Certified oil)－

Promote water
conservation activities
by working to reducewater consumption at
high-risk sites－－

Engage in biodiversity
restoration activities,
including thepreservation of plant
and animal species atthe company’s sites

－

－

△42%

－

－

△25%

△30%

△33%

△56% *3

63%

74%

100%

56%

61%

75%

13%

19%

30% or higher

17%

20%

30%

¥0.98 billion¥1.2 billion¥2.0 billion

68pt

70pt

80pt

Ratio of sustainable palm oil(RSPO certified oil)
Initiatives to reduce water consumption at sites
with high water stress－

Implementation of biodiversity conservation
activities at Nichirei Group’s own sites andcompany-owned land

Securing anddeveloping a diverse
array of humanresources

Domestic/Overseas Compared with
Scope1,2
FY2023
Domestic/Overseas Compared with
Scope3
FY2023
Domestic
Compared with
Scope1,2
FY2016
Production
Rate of conversion toequipment (Japan)
natural refrigerants
Logistics (Global)
CO2 emissions

Climate change
initiatives

100% Support rate
(main domestic andoverseas suppliers andOEMs)
Domestic meat,
poultry, and marine
products 100%(main suppliers andOEMs)

Rate of procurement from suppliers and OEMs
that comply with the Nichirei Group Supplier
Code of Conduct and Supplier Guidelines

Ratio of women directors and women Audit &Supervisory Board members (Holding
Company)
Ratio of women in management position(Holding Company)
Investment in human resources
Employee Engagement Score

Procurement rate 100%

100%

*1 To be reviewed as the target for FY2031 has been met.
*2 FY2024 and FY 2025 figures are CAGR based on FY2022. FY2031 figure is CAGR for FY2026-FY2031.
*3 Reduction rate compared with FY2016, where the FY2031 target for Domestic Scope 1 and 2 is set at 42% reduction compared with FY2023.

Details of KPI of Materiality are disclosed on the Company’s website.
17

https://nichirei.disclosure.site/en/themes/219

② Financial strategy
The Company will direct operating cash flow and cash generated through asset securitization to investment aimed atmaintaining or raising corporate value and to providing shareholder returns through dividends and share buybacks.
The Company’s basic policy for shareholder returns is to maintain stable dividends based on the consolidated dividend on
equity ratio (DOE), and to flexibly purchase treasury shares, taking into consideration capital efficiency and market conditions.
 Maintain a consolidated return on equity (ROE) of 10% or higher.
 Consolidated dividend on equity ratio (DOE) of 4.0% is the target for dividend payments.
Regarding capital efficiency, we set ROIC targets for each business, evaluate and allocate resources, and reduce the cost ofcapital in order to improve the corporate value of the entire group.
<Planned figure for FY2025>
FY2023Results

FY2024
Results

FY2025
TargetInitial mediumterm business plan

ROE

9.9%

10.3%

10% or higher

10% or higher

ROIC

6.9%

7.5%

7.5%

7% or higher

NOPAT*¥23.4 billion¥26.5 billion¥27.1 billion

Working capital¥339.1 billion¥351.4 billion¥360.0 billion

NOPAT (Rate)

3.5%

3.9%

3.9%

2.0 times

1.9 times

1.9 times

Entire Group

Working capital turnover*NOPAT = Profit before income tax (excluding Interest expenses and Share of profit/loss of entities accounted for using equity method)x (1 - effective tax rate) + Share of profit/loss of entities accounted for using equity method

Simplified ROIC*
FY2023Results

FY2024
Results

FY2025
TargetInitialmedium-termbusiness plan

Processed
Foods

8.5%

10.8%

11.4%

12% or higher

Logistics

7.7%

7.2%

7.5%

3.5%

2.9%

7.5%

13.8%

12.4%

16.8%

8.9%

12.5%

9.2%

MarineProducts
Meat and
Poultry
Products
Bioscience

Measures to improve ROIC

・Improvement of profit margins(Price revisions, Strengthening sales of strategic categories
and new value-added merchandise, etc.)
・Planned implementation of capital investments andrealization of investment results
7% or higher
・Expansion of asset-light businesses such as 3PL andtransportation/distribution
・Reduce handling of low-margin categories
6% or higher
・Strengthening overseas sales
・Improve profitability by strengthening processing anddevelopment functions
25% or higher
・Expand sales of differentiated products
・Focus resources on molecular diagnostics in growth areas
5% or higher ・Stable growth in rapid chromatographic immunoassay
diagnostics*Simplified ROIC = Operating profit after income tax / Major capital employed (Operating funds + Tangible and intangible non-current assets)③ Business plan by segment(a) Processed foods business Expand our business by developing products that meet the growing demand for health value and personal use.
 Expand production and sales volume in priority categories and promote building a structure to absorb increasing costs.
 Build a sustainable supply chain by strengthening our production system and diversifying risks in procuring raw
materials.
 Work to capture the solid growth of Asian foods in North America and build a new pillar of our business.
(b) Marine products, Meat and poultry products business Improve capital efficiency and profitability through category selection and concentration.
 Build procurement and sales systems that strengthen profitability, considering group synergy effects.
 Expand the handling of marine products made from environmentally certified materials and increase sales in the North
American market.

18

(c) Logistics business Expand its trunk line transportation capabilities and frozen food logistics platform, including compliance with 2024 laborlaws and regulations.
 Maximize the effect of the nationwide network by enhancing the integrated operation of storage and transportation.
 Promote the sophistication and efficiency of on-site work through the use of business innovation and cutting-edge
technology.
 Make capital investments to improve future capital efficiency.
 Strengthen the utilization of our port bases in Europe and the cross-organizational functional collaboration, and expand
our overseas business including investments in ASEAN bases.
(d) Bioscience business Expand sales of molecular diagnostics that integrate immunostaining devices and test reagents.
 Build a stable supply system for antigen test kits in response to fluctuating demand and improve sales capabilities.

192. Approach and Initiatives Concerning Sustainability
The Group’s approach and initiatives concerning sustainability are as follows.
Forward-looking statements in the following section are based on the judgment of the Group as of end of the current consolidated
fiscal year.

(1) Overall Sustainability
Nichirei Group operates globally, with procurement, production, distribution, and sales of foods as its main business areas.
As stated in our Vision “We will continue to support good eating habits and health by leveraging our state-of-the-art
manufacturing practices that optimize nature’s bounty, along with our leading-edge logistics services,” “Food” is a bounty ofthe earth, and it is fundamental to our management to pursue sustainability in order that future generations can be blessed thesame bounty as today. In our action to achieve a sustainable society, we believe that solving various sustainability-related
challenges through our business activities will directly lead to corporate growth. Recognizing the impact of our businessactivities on various stakeholders, environment and society, we will practice sustainability-focused management based on oursustainability policy, “The Nichirei Pledge,” and aim to achieve both economic and social value.
In order to realize our long-term management goals “Vision for 2030,” we have identified five material matters (materiality)
for the Group, including responding to climate change and building a sustainable supply chain, in 2020. In the process ofidentification of the material matters, we specified stakeholders and extracted social issues (risks and opportunities). We thenassessed materiality from the perspective of both issues that will achieve business growth and issues that will prevent damage
to corporate value and finalized the issues after categorizing and integrating them. All executives, including outside directors,
participated in this identification process, and opinions from outside experts were reflected in the results.
Each of the five materiality has its own group targets (measures and KPI). The medium-term business plan “Compass Rose2024” is positioned as a period for accelerating sustainability management toward 2030, and business-specific targets are set
along with Group targets to integrate the business strategy and sustainability strategy.

(2) Governance
The Group established a Group Sustainability Committee to formulate entire sustainability strategies and manage theprogress of materiality. The committee is chaired by the representative director and president of the Company, with the
Sustainability Strategy Division as the secretariat under the supervision of the executive officer in charge of sustainability. The
committee members include all executives, including outside directors and outside Audit & Supervisory Board members, andpersonnels from the strategic planning department and the sustainability department of operating companies. Risks andopportunities, strategies, targets, and other information related to sustainability are discussed and examined at the committee,
and the executive officer in charge reports to the Board of Directors, revising strategies, targets, and plans as appropriate. The
content of the climate change scenario analysis, which has been conducted since 2019, is also discussed at the committee (*)
and leads to its disclosure.
Regarding human capital, the Group has identified “Securing and developing a diverse array of human resources” as one ofits materiality, which is discussed and examined at the Group Human Resources Committee, an advisory body to the president.
Risks and opportunities, strategies, and targets related to human capital are reported to the Board of Directors by the executive
officer in charge, and strategies, targets, and plans are reviewed as appropriate.
In the remuneration system for directors (and other officers), for the purpose to appropriately manage ESG-related risks andopportunities and to strengthen our response to climate change, ESG third-party assessments was introduced as an evaluation
indicator for performance-linked remuneration in FY2023, thereby enhancing our response to issues surrounding sustainability.
(*) Group Environmental Protection Committee before FY2022
Group Sustainability Committee Activities in FY2024
Number ofFour (4) times
meetings
 Upward revision of CO2 emission reduction targets to achieve the Carbon Neutrality in 2050
 Renewable Energy Procurement Portfolio
 Introduction of ICP TCFD disclosures in the Integrated Report for FY2024
Main agenda
 TNFD scenario analysis and new establishment of group targets for biodiversity, including water
items
resources Supply chain management to achieve the sustainable procurement (Conduct supplier ESG surveys,
human rights due diligence, etc.)
 Compliance with CSRD in Europe
 Progress on KPIs for the material matters and FY2025 targets

20(3) Risk Management
Various risks associated with the Group’s business activities are managed from an overall perspective in a rational and mostappropriate department and method, and are discussed and examined at the Group Risk Management Committee, which ischaired by the representative director and president. Risks and opportunities related to ESG and sustainability are managed anddiscussed at the Group Sustainability Committee. At the committee, the Company’s sustainability department, together with thestrategic planning department and the sustainability department of operating companies, identifies themes related to ESGrelated issues, risks, and opportunities that are important to our group, and the most important themes are discussed at thecommittee. In particular, risks associated with climate change scenarios are positioned as one of the key risks, and responses tobusiness risks and opportunities obtained through scenario analysis are discussed and managed by the committee.
Risks and opportunities related to human capital are managed and specifically discussed by the Group Human Resources
Committee. At the committee, the Company’s human resources department, together with the human resources departments ofoperating companies, identifies themes related to human resources related risks and opportunities that are important to ourgroup, and the most important themes are discussed at the committee.

(4) Strategies, Indicators and Targets by Theme① Climate change
In June 2020, the Company expressed its support for the recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD) and announced its participation in the “TCFD Consortium.” The Group has positioned climate change
initiatives as one of the material matters it identified for achieving its vision for 2030. As such, we are actively promoting
initiatives to help resolve social issues related to climate change.
In addition to appropriately responding to risks posed by shifts in the external environment caused by climate change, wewill consider several scenarios anticipating new business opportunities and conduct proper disclosure.
(a) Strategy(FY2021)
We assessed the significance of risks and opportunities of the entire Group based on two climate change scenarios, andidentified “overall low-carbon policy (CO2 emissions reduction)” as the most important risk common to the Group. We set along-term target for CO2 emissions reduction and launched initiatives.

■Material Risks and Opportunities by Business and Scenarios Identified in FY2021

1.5℃ scenario

Generalabnormalweather

Low-carbon
policies

Baseline
scenario• Submerged agriculture farms, aquafarms
and processing factories• Difficulty in obtaining raw materials andproduction delays due to supply chain
disruptions

Strengthening ofenvironmental
countermeasures
within the supply
chain• Increased demand for frozen andprocessed foods• Increased demand for ethical productsthat are compliant with the Sedex platform
and are created using globally certified raw
materials• Increased demand for the curtailment offood loss within the supply chain throughthe development of eco-friendly products
and technological development

Increased• Development and expansion of demandenvironmental for products created using sustainable raw
materials
awareness• Increased cost for measures for converting
to renewable energy and equipment
electrification, reduction of emissions

Environmental• Curtailment of transactions; higher cost of
countermeasures
measures such as the maintenance of global
within thecertifications
supply chain

Baseline
scenario

Logistics BusinessLow-carbon
policies

1.5℃ scenario

Flooding,rising
sea levels

Vegetables,
marineproducts,
and meatand poultry
products

Common• Reductions in production efficiency andvolume and submerged aquafarms

Changes inweatherpatterns• Damage to refrigerated warehouses andlogistics centers• Difficulty securing human resources indisaster risk areas

Baseline
scenario

Shrimp1.5℃ scenario

Foods Business

Rice

Baseline scenario

Generalabnormalweather• Soaring prices due to shrinking agricultural
production• Deterioration in the quality of raw
materials• Difficulty in obtaining raw materials andproduction delays due to logistics network
disruptions

Opportunities

Generalabnormalweather• Increase in sales resulting fromexpanding customer base throughstrengthened disaster countermeasuresand greater resilience

1.5℃ scenario

ChickenBusiness

Foods Business

Risks

Logistics BusinessBusiness

Modal Shift• Cost reduction achieved through a modal
shift that improves transportation efficiency• Increase in number of business partners

Increased
due to higher evaluations as a company
environmental
that actively discloses information related
awarenessto environmental countermeasures•Increase of investment in naturalrefrigerants and opportunity loss caused by
the slow adoption of technological platforms
such as electrical and low-carbon vehicles(FY2022)We selected “water risk due to abnormal weather conditions” as a common risk for the food and logistics businesses, andconducted a survey on flood risk and storm surge risk of rivers in our domestic base regions.
For more information, please refer to pages 59 to 61 of the Nichirei Corporation Group Integrated Report 2021.
https://www.nichirei.co.jp/english/ir/library/integrated.html

21

(FY2023)
The impact of future climate change on yields of rice and chicken, important raw materials in the food business, wasinvestigated. In the case of the progressing global warming scenario, yields of rice were found to increase in the current
sourcing areas. As to chicken, yields decreased in some areas due to the predicted future rise in temperature, but the current
poultry farms are air-conditioned, so the impact on yields is expected to be minimal.
For more information, please refer to pages 69 to 70 of the Nichirei Corporation Group Integrated Report 2022.
https://www.nichirei.co.jp/english/ir/library/integrated.html(FY2024)
The impact of future climate change on procurement of shrimp, important raw materials in the food business, wasinvestigated and analyzed. In the case of the progressing global warming scenario, we confirmed the impact to procurement,
while the survival rate of late-stage larvae (juvenile shrimp) declines, shorter breeding periods due to increase in body length ofadult shrimp.
For more information, please refer to pages 72 to 73 of the Nichirei Corporation Group Integrated Report 2023.
https://www.nichirei.co.jp/english/ir/library/integrated.html■ Efforts to reduce CO2 emissions
The Group is actively introducing renewable energy in order to achieve its long-term targets of CO2 emission reduction.
・Installation of on-site solar power generation equipment
・Promote renewable energy power supply through off-site PPAs
・Switching to CO2-free menus from electric power companies
・Utilization of Tradable Green Certificates and Non-Fossil Certificates■ Efforts to elimination of CFCs (Chlorofluorocarbons)
Switching to natural refrigerants
By 2030, 100% of the freezers at domestic production facilities (self-operated food factories and invested factories) of theprocessed foods business and 75% (facilities on a tonnage basis, excluding lease) of those of the logistics business, including
overseas sites, will be switched to natural refrigerants.
(b) Indicators and targets■ CO2 emissions reduction targets
FY2024 Results

FY2025 Target

FY2031 Target

Domestic/Oversea Scope 1, 2－－
△42％(Compared with FY2023)
Domestic/Oversea Scope 3－－△25％(Compared with FY2023)
Domestic Scope 1, 2
△30％
△33％
△56％ (*)（Compared with FY2016）(*) Reduction rate compared with FY2016, where the FY2031 target for Domestic Scope 1 and 2 is set at 42% reduction
compared with FY2023.
<FY2024 CO2 emissions results (Scope 1, 2)>
Domestic
CO2 emissions
200 thousand tons
Overseas
CO2 emissions
133 thousand tons

CO2 reduction 30% compared with FY201622

② Biodiversity
The Group is engaged in a wide variety of businesses globally, centered on “food,” and our business is dependent on theblessings of the Earth generated from biodiversity, including agricultural, livestock, and marine resources. Recognizing various
impact to this planet by our business activities, while we rely heavily on natural capital and ecosystem services, which are theblessings of the Earth, we are committed to the conservation of biodiversity and sustainable use of natural capital.
In March 2024, the Company endorsed the philosophy of the Taskforce on Nature-related Financial Disclosures (TNFD) andjoined the TNFD Forum to support its activities. Based on the TNFD framework, we will continue to organize the relationshipbetween our business and natural capital, as well as risks and opportunities, and promote appropriate measures in our businessactivities, as well as appropriate disclosure of information on natural capital.
(a) Strategy(FY2024)
In light of the dependence on natural capital and significance of the impact, in order to understand the risks and opportunities
to our business, we conducted an assessment using the TNFD framework for managing and disclosing nature-related
dependencies, impacts, risks and opportunities. Based on the assessment results, we identified “water resources” as the mostimportant risk common to the Group, and started specific initiatives for sites with high water stress ahead of others. We willcontinue our efforts to conserve and restore biodiversity, including from the perspectives of “water resources” and “agricultural,
livestock, and marine resources.”(b) Indicators and targets
We have set biodiversity-related indicators and targets as measures of the Nichirei Group Material Matters (Materiality),“Realizing sustainable food procurement and a circular economy.”<Group Measure>
Conserve biodiversity and water resources through ecosystem-friendly business activities<Group KPI>
Initiatives to reduce water consumption at sites with high water stress
Initiatives to restore biodiversity, including the preservation of plant and animal species, at Nichirei Group’s own sites
and company-owned land

③ Building a sustainable supply chain
For the Group, whose vision is “manufacturing practices that optimize nature’s bounty” we recognize that sustainable foodprocurement with consideration of the environment and human rights is fundamental to our business and directly linked to theprovision of customer value and the growth of our Group. To build a sustainable supply chain, we will build long-term
relationships of trust for mutual development with suppliers who create value together.
(a) Strategy
We are promoting initiatives based on the “Nichirei Group Sustainable Procurement Policy” and the “Nichirei Group Supplier
Code of Conduct and Guidelines” for suppliers.
“Realizing sustainable food procurement and a circular economy” has been set as one of the materiality, the holding company
and operating companies each have their own targets, which are discussed and examined at the Group Sustainability
Committee while making efforts to disclose them appropriately.
■ Initiatives toward sustainable procurement
・Conducting in-house education of human rights, sustainability study sessions for executives and training courses onsustainable procurement for procurement staff.
・Conducting procurement policy briefing sessions for suppliers, promoting awareness and endorsement of the Supplier Codeof Conduct and Guidelines among suppliers, and conducting ESG surveys.
・Initiative to human rights due diligence with domestic and overseas suppliers.
・Expanding the use of the Sustainability Platform (Sedex (*1)) in the processed foods business.
・Operating the Sustainable Marine Product Procurement Guidelines, expanding the handling of MSC- and ASC-certified
marine products in the marine products business.
・Undertaking our unique activities (“Inochi-no-Mori-Project”, “Inochi-no-Umi-Project”, etc.) aimed at improving local
ecosystems and maintaining and conserving marine resources.
・Operating the Sustainable Palm Oil Procurement Guidelines, Purchasing RSPO (*2) certified oil credits (via the book-andclaim method)
・Conducting the poultry farming business with a recycling-oriented agricultural and livestock farming.
(*1) Supplier Ethical Data Exchange: a non-profit organization established in the UK in 2004 to provide a platform for
managing and sharing corporate ethical information with the aim of realizing responsible business practices in the
supply chain.
(*2) Roundtable on Sustainable Palm Oil: Roundtable for the sustainable palm oil.

23

(b) Indicators and targets
The Group has set materiality indicators and targets and is working to achieve them.
For details, please refer to “Nichirei Group Material Matters (Materiality) (KPI)” in “1. Management Policy, Business
Environment and Issues to be Addressed (2) Medium-term Management Strategies, Target Management Indicators, Business
Environment and Issues to be Addressed.”④ Human capital
Based on the sustainability policy, in order to realize the “Vision for 2030” it is necessary to clarify the foundation regarding
human resources, and therefore, we established the Nichirei Group’s philosophy regarding human resources and a humanresources policy based on this concept.
The Nichirei Group’s philosophy regarding human resources is “Human resources are critical to our sustainability policy.”
The Group Human Resources Policies are;
1. Encourage empathy; use business to resolve social issues
Develop proactive human resources by aligning employee aspirations with the Group’s targeted social impact, based on
the idea that food connects people.
2. Generate value by linking knowledge, digital technologies
Create an organization that contributes to good eating habits and health by incorporating a range of perspectives, as well as
using data and digital technologies in response to environmental change.
3. Cultivate a safe, secure corporate culture to tackle challenges
Communicate work-related ideas, develop mutual trust, and cultivate a corporate culture that can tackle challenges without
fear of failure.
These are a summary of the human resource issues that must be addressed in order to achieve the “Vision for 2030” and theFive Material Matters (Materiality).
(a) Strategy
We have set forth 5 human resources strategies as concrete steps to implement the human resources policy. First, based on
the belief that the most important prerequisite for business promotion is for employees to work vigorously, we have established“Work satisfaction” and “Health management” as the foundation of our human resources policy, and then we have set forthstrategies to enhance corporate value: “DE&I (Diversity, Equity, and Inclusion),” “Creation of new value,” and “Personalized
learning opportunities.”
We will implement these human resource strategies as one that both solves management issues and realizes the ideal humanresources and organization, we aim for.
■ Human Resources Strategies (5 Perspectives to Help Bridge the Gap between the Ideal Situation and Now)24

(b) Indicators and Targets
In order to steadily promote the aforementioned 5 human resources strategies, we have established 8 themes related tohuman resources at the Company and major domestic subsidiaries.
(i) Improving employee performance by maintaining and improving healthAs we support good eating habits and health, we promote measures that enable our employees to always work vigorously
and in good physical and mental health, regardless of their age or gender. To reduce absenteeism and presenteeism leading to
declining employee performance, we make enhancements to our occupational health systems, conduct health literacy
education, and provide support for balancing medical treatment and work. In recognition of these efforts, we were recognizedunder the Certified Health and Productivity Management Organization Recognition Program in the large enterprise category(White 500).
FY2024
Results

FY2025
Target

FY2031
TargetAbsenteeism (*1)

3.4 days

2.6 days

1 day

Presenteeism (*2)

79%

85%

90%

(*1) Lost workdays due to poor physical or mental health.
(*2) Performance level with various initiatives in place, compared to the health state performance level set at 100%.
(ii) Strengthen the relationship of mutual trust between the company and employees
In order to realize our “Vision 2030,” we believe that the key issue is to improve the relationship of mutual trust andengagement between the company and employees. Using the results of engagement surveys as a starting point, action plans areformulated by the company and department unit, and initiatives are proceeded by both management and front-line workers.
FY2024
Results

FY2025
Target

FY2031
Target

68pt

70pt

80pt

Employee Engagement Score(iii) Provide opportunities to women employees and realize their active engagement
In response to the increase in the ratio of women employees in management and executive positions and the diversificationof work values, we are creating opportunities for women employees to play an active role regardless of their attributes, anddeveloping measures to draw out the abilities of employees, such as study sessions for women managers or above, round-tablediscussions, and women employee networking events.
In FY2024, a project to promote women’s active engagement was implemented by the women employees working at front
lines across the Group. We are working to formulate and implement solutions to issues from a perspective closer to the front
lines.
In addition, we established a Diversity Promotion Division in the holding company in April 2024. We will further focus on
securing and developing diversity.
FY2024
Results

FY2025
Target

FY2031
TargetRatio of women directors andAudit & Supervisory Board members

13%

19%

30% or higher

Ratio of women in management positions

17%

20%

30%

(Note) Ratio of Nichirei Corporation (holding company) only(iv) Develop human resources to support overseas business promotion
Since the growth of overseas business is essential to achieving our management goals, we initiative to secure and develop
human resources to promote and manage our overseas business. We identify the necessary skills and experience, and provide
opportunities to acquire skills such as language training programs, career paths including overseas business experience, andshort-term experience at overseas bases. In addition, we are recruiting foreign students who are new graduates for joining thecompany in FY2026.

25

(v) Educational practices related to digital and sustainability
Digital and sustainability initiatives are essential to meet the needs of the new era and society. For this purpose, we areproviding training opportunities for all employees to raise their understanding of digital and sustainability. In addition, we haveintroduced a certification system to promote digital initiatives and are working to increase the number of certified employees.

(vi) Provide independent learning opportunities and practices
While the Group provides opportunities for necessary skills and experience, it is also essential for employees to learn
independently. In addition to mandatory e-learning education, we will expand providing correspondence courses for voluntary
learning, developing human resources working abroad and digital-related training opportunities.

Group investment in human resources

FY2024
Results

FY2025
Target

FY2031
Target¥0.98 billion¥1.2 billion¥2.0 billion(vii) Obtain new perspectives from inside and outside the GroupIn order to revitalize the organization and promote the acquisition of new knowledge, it is essential to have the exchange ofhuman resources and knowledge within and outside the Group. We are working on the collaboration of human resources among
the Group through an in-house sideline system, and the systematic recruit of mid-career workers.
(viii) Compliance with laws and regulations and maintenance of a safe and secure working environment
In addition to compliance with laws and regulations, we are working with labor and management to maintain and improve
workplace environments and systems that allow employees to work safe and secure, through such means as cooperative labormanagement study sessions, education on occupational-related accidents, and awareness and exchange of opinions at the
Health and Safety Committee meetings.

26

3. Business and Other Risks
The following is a list of major risks that management recognizes as having the potential to materially affect the financial
position, operating results, and cash flows of the consolidated companies, among the matters related to business overview andfinancial information, etc., as described in the Annual Securities Report.
Forward-looking statements in the following section are based on the judgment of the Group as of end of the current consolidated
fiscal year.

(1) Economic Conditions and Business Environment<Risk>In the domestic market, new demand is expected to be generated by such factors as the growing time-saving needs and thetrend toward diversification of consumption patterns driven by changes in household composition and lifestyles. At the sametime, however, there are concerns that total demand will shrink over the long-term as the population declines on a full scale. In
overseas markets, we expect to see an expansion of various food- and health-related needs that differ from region to region,
backed by economic growth and changes in the business environment. In addition, social expectations and demands oncompanies are becoming even more diverse and sophisticated in order to realize a sustainable society.
<Countermeasures and Initiatives>
In response to these changes in the environment, our group aims to contribute to people’s good eating habits and health bycreating new value that solves the issues faced by our customers and communities through innovation in a wide range ofbusinesses that support food and health.

(2) Food Quality Problems<Risks>The Group manufactures and sells food products, and quality problems related to the food products may occur, including
exceedances of hygiene standards and standards for residues of agricultural chemicals and veterinary drugs, contamination byforeign or toxic substances, inadequate labeling of allergenic substances and livestock infectious diseases (such as avian
influenza, African swine fever, and foot-and-mouth disease).
In the event that quality problems occur with products sold by our Group, we will take appropriate measures based on acomprehensive assessment of the hazardousness and diffusion of the problem. However, a large-scale recall of the products
beyond our expectations could damage our Group’s social credibility and have a significant impact on our businessperformance.
In addition, a serious quality problem with a food product outside of our Group could also hinder the stable procurement andsales of merchandise and raw materials in the processed foods, marine products and meat and poultry products business, andcould reduce the utilization rate of logistics centers in the logistics business due to a significant decrease in food productimports.
<Countermeasures and Initiatives>
Aiming to provide reliable products and services to our customers, our Group is striving to maintain and improve a
consistent quality assurance system from merchandise development to raw materials procurement, production, and sales,
including the introduction of a food safety management system. We place the highest priority issue on ensuring food “safety
and security” through appropriate quality and production control of raw materials and merchandise, establishment oftraceability systems, food defense initiatives, and training and proper assignment of personnel.

(3) Securing and Developing a Diverse Array of Human Resources<Risks>In order for our Group to achieve sustainable growth, it is important to secure and develop diverse and talented humanresources and to maximize their abilities. In Japan, however, the challenge is to respond to the labor shortage caused by the
declining birthrate and aging population. If we are unable to secure and develop the necessary human resources as planned due
to changes in the employment situation, including labor shortages, or the mobility of human resources, our Group’s business
operations may be affected.
<Countermeasures and Initiatives>
The Group regards employee engagement as an important non-financial indicator, and using the employee engagement
survey as a starting point, we have taken measures to contribute to the improvement of employee engagement, such as
understanding and penetrating the corporate management philosophy, developing skills, and providing opportunities todemonstrate capabilities. In the area of health management, the Company implemented health checkups, including cancer
screening, thorough follow-up measures, mental health initiatives, and measures to improve health literacy, etc., and it has been
selected as the Health & Productivity Stock Selection in FY2021, FY2022, and FY2024. At the same time, we have also beenrecognized by the Ministry of Economy, Trade and Industry (METI) as a corporation that practices excellent healthmanagement, and have been certified as “The Certified Health and Productivity Management Organization Recognition
Program under the large enterprise category (White 500)” for 8 consecutive years since the certificate system was established.
In addition, we are working to realize diverse work styles by revising our human resource system to make it easier for
employees to utilize, improving the working environment by automating operations, labor-saving, and manpower-saving
operations in offices, production plants, and logistics centers, and increasing productivity.

27

(4) Information Security<Risks>The Group uses various systems and handles a great deal of important information in the course of its business operations.
Therefore, there is a risk that these systems may be shut down or important information may be tampered with due tooperational problems or cyber-attacks, which could hinder business operations, or that important information may be leakedoutside the Group due to computer viruses or inadequate management of information terminals. In the event of such system
trouble or information leakage, the Group’s business performance could be severely affected due to the impact on businessexecution, response costs and loss of social credibility.
<Countermeasures and Initiatives>
In addition to implementing technical measures such as firewalls, intrusion detection systems, and appropriate authentication
systems against external attacks, the Group is working to establish an appropriate management system for information systemby preparing rules and regulations on information security and educating employees through e-learning and other means.

(5) Price Fluctuations of Merchandise and Raw materials<Risks>Merchandise and raw materials handled by our Group include livestock products (poultry, etc.) and marine products, theprices of which fluctuate widely depending on market conditions, crop patterns and fish catches, etc. If cost increases cannot be
absorbed by cost reduction measures or if price revisions do not proceed due to intensifying competition or other factors, theGroup’s business performance may be severely affected.
<Countermeasures and Initiatives>
In the processed foods business, we are striving to continuously reduce manufacturing costs by improving compounding
technology and production efficiency and developing new value-added products, while in the marine products, meat andpoultry products business, we are striving to procure and sell in line with the supply-demand balance, and to expand thehandling of processed products that are less susceptible to market fluctuations and strengthen sales of differentiated products.

(6) Fluctuations in Crude oil Prices, etc.
<Risks>Soaring crude oil prices leads to increases in our Group’s costs for electricity, procurement of fuels such as diesel fuel andheavy fuel oil, and procurement costs for merchandise and raw materials. If these price hikes cannot be absorbed by cost
reductions or if price revisions do not proceed, the Group’s business performance may be severely affected.
<Countermeasures and Initiatives>
The Group strives to continuously reduce costs by introducing new technologies and improving operations.

(7) Impact of Exchange rate Fluctuations<Risks>Since the Group procures some of its merchandise and raw materials from overseas in its main business operations and owns
subsidiaries overseas, it is subject to the effects of currency fluctuations. Currencies that affect our Group’s businessperformance include the U.S. dollar, the Thai baht, and the Euro. Any sudden fluctuations in exchange rates that exceed
expectations could have a significant impact on the Group’s business performance.
<Countermeasures and Initiatives>
Forward exchange contracts are entered into in an effort to minimize the impact of exchange rate fluctuations on the
Company’s business performance.

(8) Changes in Laws and Regulations, etc.
<Risks>In conducting our business in Japan, the Group is subject to various laws and regulations, including the Food Sanitation Act,
the Warehousing Business Law, Consigned Freight Forwarding Business Act, Act on Pharmaceuticals and Medical Devices, theAntimonopoly Act, Act on the Protection of Personal Information, labor laws, and environmental laws, as well as laws andregulations in the relevant countries for our overseas business.
If our business activities are restricted due to unforeseen revisions or establishment of new laws and regulations orstrengthening of regulations by soft law in the future, and if we incur expenses to cope with such restrictions, our Group’sbusiness performance may be severely affected.
<Countermeasures and Initiatives>
In accordance with the Sustainability Policy “The Nichirei Pledge” the Group is committed to thorough compliance, pays
sufficient attention to the trends of laws and regulations in each country and region and gathers the information. In particular,
we examine and respond to changes in environmental and social laws and regulations from the perspective of both risk andopportunity.

28

(9) Sustainable Food Procurement<Risks>Consideration for human rights and working environment in the supply chain, management of natural marine resources,
reduction of food loss, and resolution of the marine plastic problem are becoming increasingly important social demands, andthere is a possibility that laws and regulations will be revised, newly established, or soft-law regulations will be strengthened in
the future. Insufficient efforts or deemed insufficient could not only hinder the stable procurement of raw materials, but also
cause damage to social credibility and incur response costs, which could have a significant impact on our Group’s businessperformance.
<Countermeasures and Initiatives>
The Group is proceeding initiatives based on the “Nichirei Group Sustainable Procurement Policy” and the “Nichirei Group
Supplier Code of Conduct” and “Nichirei Group Supplier Guidelines” for suppliers. In addition to conducting ESG surveys for
suppliers and human rights due diligence with suppliers, we are working on the handling of sustainable marine products (MSCand ASC certified products), procurement of sustainable palm oil, and poultry farming business for recycling-oriented
agricultural and livestock farming.

(10) Climate Change<Risks>As the transition to a decarbonized society accelerates, companies are expected to take steps to significantly reducegreenhouse gas emissions and become carbon neutral, and policies and regulations are expected to be strengthened to facilitate
this, such as the imposition of a carbon tax. For our group, which is based on freezing and refrigeration technology andconsumes energy mainly in the form of electricity, there is a possibility of an increase in costs if efforts to reduce CO2
emissions are delayed. In addition, if the supply chain, including raw material procurement, production, and logistics, isaffected by rising temperatures and more frequent occurrence of extreme weather events associated with global warming, theGroup’s business performance could be severely impacted.
<Countermeasures and Initiatives>
As part of our efforts to address climate change, we are actively switching to renewable energy that do not emit CO2 andincreasing the ratio of renewable energy use, such as expanding installation of solar power generation facilities, implementationof off-site corporate PPA and using Tradable Green Certificates. In addition, we will continuously assess the impact of climatechange and disclose information, in accordance with the recommendations of the TCFD.

(11) Large-scale Natural Disasters<Risks>In the event of extensive damage to roads, ports, railroads, etc. in our Group’s bases and neighborhoods due to a huge
earthquake or localized storms, which have been on the increase in recent years, or in the event of market contraction, supply
chain disruption, or restriction of business activities, our business activities may be suspended for a long time before
restoration, and our Group’s business performance may be severely affected.
<Countermeasures and Initiatives>
As countermeasures against large-scale natural disasters, the Group is proceeding with seismic reinforcement work anddeployment of emergency power generators, while the entire Group is developing an employee safety confirmation system,
disaster prevention manuals and business continuity plans (BCP) and establishing multiple data centers.

(12) International Situation<Risks>If geopolitical risks were to cause prolonged increases in energy and raw materials prices, impact financial markets, or affectsupply chains, the Group’s business performance could be severely affected.
<Countermeasures and Initiatives>
We will continue to monitor the situation closely, strive to minimize the impact on our business activities, and takeappropriate measures as needed.

(13) Technological Innovation<Risks>If the Group’s technologies or the competitiveness of the merchandise and services it provides were to decline due tounpredictable changes in the business environment caused by technological innovation, such as rapid advances in digitaltechnology and food tech, the Group’s business performance could be severely affected.
<Countermeasures and Initiatives>
In the field of food and health, our Group is working on business process transformation and various innovations through theuse of digital technology and data. We have established and are operating an innovation management system (IMS) based on
ISO 56002.

29

(14) Holding of Non-current Assets<Risks>The Group owns a number of logistics centers and production plants in Japan and abroad. In addition, the Group may holdgoodwill and investment securities as a result of investments in overseas operations or the development of new businesses. In
the future, if the location conditions of our logistics centers deteriorate due to the relocation of shippers or changes in the roadtransportation network, if our production plants are restructured due to aging or obsolescence of facilities or sluggish sales, or if
goodwill or investment securities deviate from the business plan at the time of investment, in addition to the impact ofdeterioration in gain on investments, the Group’s business performance may be severely affected by impairment or devaluationof non-current assets, or by disposal of those assets.
<Countermeasures and Initiatives >The Group has introduced a PDCA cycle for each investment project and has clarified the items to be considered at the timeof investment proposal and the rules for post-approval verification and is appropriately operating the cycle.

(15) Strategic-Holding Securities<Risks>The Group has strategic-holding securities, but if the market value of such security or the financial condition of the issuing
company changes significantly due to future trends in the economic environment or corporate earnings, shareholders’ equity
may be damaged, and the Group’s business performance may be severely affected.
< Countermeasures and Initiatives>
The Company verifies the medium- to long-term economic rationale for each individual security and sells securities that it
deems to be of little significance to be held. In the verifying process, we make a comprehensive judgment based on an
individual examination of the security whether the benefits and risks, such as profits and dividends, are commensurate with thecost of capital, and considering a qualitative assessment of strategic importance and other factors.

30

4. Management’s Discussion and Analysis of Financial Position, Operating Results and Cash Flows
Forward-looking statements in the following section are based on the judgment of the Group as of end of the current consolidated
fiscal year.

(1) Summary of Operating Results and Management’s Discussion and Analysis on the Operating Results① Operating results and analysis
During the current fiscal year, the Japanese economy experienced a moderate recovery due to factors such as increased
economic activity associated with the reclassification of COVID-19 to class 5 and improvements in the employment andincome environment, while measures to control inflation progressed, mainly in Europe and the United States. On the other
hand, the economic outlook remained uncertain due to concerns about a downturn in overseas economies and the impact ofhigher prices resulting from the yen’s depreciation.
In the food-related industry, demand for frozen foods remained strong, although there was a trend toward thrift among
consumers as a result of a series of price revisions in response to soaring costs.
In the logistics-related industry, amid a growing labor shortage, there are concerns about further increases in logistics costs
and their impact on transportation/distribution due to so-called “Truck Drivers 2024 Problem,” requiring beyond-industry
responses, including those of customers.
In addition, with regard to sustainability, there is an increasing need to respond to social demands such as achieving carbon
neutrality and human rights due diligence initiative including in the supply chain, and the importance of disclosing suchinformation is also increasing.
Under these circumstances, in the second year of its medium-term business plan “Compass Rose 2024” (FY2023-FY2025),
the Group worked to strengthen profitability and improve capital efficiency and promoted sustainability management byfocusing on climate change initiatives and supply chain development, and also strived to enhance both social and economic
value.
As a result, net sales of the Group totaled ¥680,091 million (up 2.7% from the previous fiscal year), thanks to steady sales inour core businesses, the processed foods and the logistics businesses. On the profit front, in response to the impact of yen
depreciation and cost increases in raw materials, purchase prices, price revisions and measures to improve profitability were
implemented, operating profit increased to ¥36,911 million (up 12.1% from the previous fiscal year) and ordinary profit
increased to ¥38,255 million (up 14.4% from the previous fiscal year).
Extraordinary income totaled ¥1,434 million, including gain on step acquisitions of equity-method affiliates becoming
subsidiaries, while extraordinary losses totaled ¥2,530 million, including loss on retirement of non-current assets.
As a result of the above, profit attributable to owners of parent amounted to ¥24,495 million (up 13.6% from the previous
fiscal year).
[Consolidated operating results]

Net sales
Operating profit

680,091
36,911Compared toPrevious fiscal year
17,886
3,975

Ordinary profit
Profit attributable to owners of parent

38,25524,495

4,807
2,926

Current fiscal year

(Millions of yen)
Percentage change
(%)
2.7
12.1
14.4
13.6

Operating results by segment are as follows.
(Millions of yen)
Net sales(Segment)
Processed foods
Marine products
Meat and poultry products

61,601
81,828Logistics
Real estate

257,355
4,465

OthersAdjustment

6,782

Total

Operating profit

Compared toCompared toCurrent fiscal
Percentage Current fiscal
Percentage
Previous fiscal
Previous fiscal
yearchange (%)
yearchange (%)
year
year
290,866
15,168
5.5
17,416
3,453
24.7△22,808
680,091△7,394△3,92613,148

△10.7
△4.6
5.4

△67
690
266

△1.5
11.3

17,886

31

－
2.7

591
1,043

△359
84

△37.8
8.8

15,833
1,659

685

4.5

1,288

△139
458

△7.8
55.4

△921
36,911

△207
3,975

－
12.1

(a) Processed foods business[Industry Topics]
In the processed foods industry, with the reclassification of COVID-19 to class 5, restrictions on activities by people were
removed, and demand for holidays and events, as well as demand from inbound visitors due to an increase in foreign tourists,
rebounded significantly and remained strong. On the other hand, industry-wide price revisions due to rising costs continued.
[Key Performance Indicators]
Net sales increased due to penetration of price revisions, expanded sales of major merchandise and new value-added
products, and also overseas sales contributed. Operating profit increased mainly due to the effect of price revisions, despite
continued cost increases in raw materials, purchase prices, and other items.
(Millions of yen)Compared toPercentage change
Current fiscal year
Previous fiscal(%)
year
Net sales
290,866
15,168
5.5
Household-use Prepared Foods
87,441
6,086
7.5
Commercial-use Prepared Foods
Processed Agricultural Products

102,677
23,723

2,622
3,243

2.6
15.8

Overseas
Other

61,902
15,120

2,999
216

5.1
1.4

Operating profit

17,416

3,453

24.7

(Note) Overseas: Cumulative period from January 2023 to December 2023
Household-use Prepared Foods
Sales volume of rice products, especially fried rice, recovered due to a recovery in the supply of egg ingredients, and salesof new autumn products such as “Fried Savory Noodles with Pork & Veggie Source” and “THREE-STAR PLATE” series
were strong, resulting in an increase in sales.
Commercial-use Prepared Foods
Sales increased due to sales of processed chicken products recovered which was made progress in improving profitability
and strong sales of rice products and croquettes to major users.
Processed Agricultural Products
Sale for both household-use and commercial-use was increased, resulting in strong sales of the “Ready-to-Use” series and“Chicken Breast Fillets and Broccoli” an assembled product (Combination of materials) for household-use launched in theautumn, due to the Company responded to customer needs in terms of quality and convenience, in addition to price revisions
in response to rising procurement costs.
Overseas
U.S. subsidiary InnovAsian Cuisine Enterprises Inc. saw sales decline on a local currency basis due to the impact of lower
consumption caused by inflation despite the launch of new products and promotions. Overall overseas sales increased due inpart to the effect of currency translation resulting from the weaker yen.
(b) Marine products business[Industry Topics]
Although there was a trend of sluggish consumption due to rising prices, especially in Europe and the United States, demand
for Japanese products remained strong against the backdrop of the weak yen. In Japan, demand recovered due to the expansionof inbound travel.
[Key Performance Indicators]
Net sales decreased due to the reduction of low-profit products. In terms of profit, we focused on sales of highly profitableproducts, certified products and revised selling prices in response to increased procurement costs, but profits declined due tosluggish profitability of “fish roe.”(c) Meat and poultry products business[Industry Topics]
Domestic chicken market prices remained high, and domestic pork market prices were unstable due to the effects of adomestic outbreak of livestock diseases. Procurement prices for imported products remained on an upward trend due to theweak yen and other factors.
[Key Performance Indicators]
Net sales decreased mainly due to lower sales volume to mass merchandisers, but operating profit increased due to sales
price revisions and review of procurement ways for imported frozen products.
32

(d) Logistics business[Industry Topics]
In the second half of the fiscal year, mainly in large city port areas, a decline in import cargoes due to the weak yen andsluggish consumption due to high prices resulted in worsening inventory levels and cargo movements. In addition, the cost ofcargo handling operations and transportation/distribution increased due to labor shortages just around the corner for the “Truck
Drivers 2024 problem.”[Key Performance Indicators]
Both domestic and overseas demand for storage and transportation/distribution was steadily captured, and the Company
achieved increases in both net sales and operating profit through rate optimization, promotion of operational efficiency, andmitigation of the impact of high energy costs.
(Millions of yen)
Net sales
Operating profit

Domestic Subtotal
Logistics Network
Regional Storage
Overseas
Other/Common

182,405
118,591
63,814
71,137
3,813

Compared
to Previous
fiscal year
5,306
4,059
1,246
7,392
449

Total

257,355

13,148Current
fiscal year

Percentagechange (%)

Current
fiscal year

3.0
3.5
2.0
11.6
13.4

13,916
6,473
7,442
3,555
△1,638Compared
to Previous
fiscal year
390
379
10
1,149
△854

5.4

15,833685

Percentagechange (%)
2.9
6.2
0.1
47.7
－
4.5

(Notes) 1 The figures for the previous fiscal year have been reclassified to reflect the transfer of operations for comparison,due to the partial transfer of operations of the regional storage business to the logistics network business.
2 Overseas is the cumulative period from January 2023 to December 2023.
Domestic
Net sales increased due to solid performance in the retail (TC) business, mainly due to beginning operation of new bases,
as well as the expansion of the 3PL business. Operating profit increased due to the effect of higher sales, as well as to themitigation of the impact of energy costs through the receipt of electricity and fuel surcharges, and the promotion ofoperational efficiency.
Overseas
In the European region, both sales and profits increased due to the stabilization of energy costs and the continued effect ofrate revisions, we also benefited from increased import cargo collection in port areas, promotion of integrated storage andtransportation services in the United Kingdom, and the effect of foreign currency translation due to the weaker yen.
(e) Real estate business[Key Performance Indicators]
In the major leasing business of office buildings for rent, although the Company strived to secure stable income bysystematically implementing energy conservation measures, net sales and operating profit declined due to additional renovation
work and higher construction costs.
(f) Other business[Key Performance Indicators]
Among other business, the bioscience business increased in both net sales and operating profit on the back of expanded salesof simultaneous novel coronavirus and influenza antigen test kits, as well as strong sales of molecular diagnostics business andraw materials for biologics manufacturing.

33

② Financial condition and cash flows, analysis(a) Financial condition and analysis
At end ofPrevious fiscal year

At end ofCurrent fiscal year

(Millions of yen)Comparative
increase/△decrease

196,695
260,637
457,333

201,434
283,723
485,157

4,738
23,08527,824130,086
93,733
223,819
114,580(100,064)
233,513(224,443)
0.5
(0.4)

123,525
95,689219,214
97,954(83,891)
265,942(253,404)
0.4
(0.3)

△6,560
1,955△4,604△16,626(△16,173)
32,428(28,961)△0.1(△0.1)

AssetsCurrent assets
Non-current assets
Total assets
Liabilities and Net Assets
Current liabilities
Non-current liabilities
Total liabilities
Of which, interest-bearing liabilities(excluding lease liabilities)
Total net assets(of which shareholders’ equity)
D/E ratio (times)(excluding lease liabilities)(Note) D/E ratio calculation method: Interest-bearing liabilities divided by Net assets
Total assets at end of current consolidated fiscal year were ¥485.1 billion, up ¥27.8 billion from end of previous
consolidated fiscal year. Current assets increased by ¥4.7 billion to ¥201.4 billion, mainly due to increase in cash anddeposits, and trade receivables resulting from strong sales. Non-current assets increased by ¥23 billion to ¥283.7 billion
due to an increase in property, plant and equipment resulting from capital investments to expand the revenue source of corebusinesses and increase in fair value of investment securities.
Total liabilities amounted to ¥219.2 billion, down ¥4.6 billion from end of previous consolidated fiscal year. Current
liabilities decreased by ¥6.5 billion to ¥123.5 billion, due to decreases in short-term borrowings and commercial papers.
Non-current liabilities increased by ¥1.9 billion to ¥95.6 billion due to an increase in deferred tax liabilities. Interestbearing liabilities decreased by ¥16.6 billion to ¥97.9 billion.
Total net assets increased by ¥32.4 billion from end of previous consolidated fiscal year to ¥265.9 billion. Shareholders’equity increased by ¥28.9 billion to ¥253.4 billion, due to ¥24.4 billion of profit attributable to owners of parent, ¥8 billionof dividend payment, and ¥12.4 billion of increase in accumulated other comprehensive income.
(b) Status and analysis of cash flows

Cash flows from operating activities(Millions of yen)
At end of
At end ofComparative
Previous fiscal year Current fiscal year increase/△decrease
37,86562,442
24,576

Cash flows from investing activities
Cash flows from financing activities△26,844△8,591
11,021

Free cash flows△31,592△31,255
30,850△4,747△22,663
19,829Cash flows from operating activities increased by ¥24.5 billion from the same period of the previous year and provided¥62.4 billion. Ordinary profit was ¥38.2 billion, and depreciation was ¥24.2 billion, while income taxes paid was ¥7.3
billion.
Cash flows from investing activities decreased by ¥4.7 billion from the same period of the previous year and used ¥31.5
billion. This was due mainly to ¥26.7 billion of purchasing of property, plant and equipment.
Cash flows from financing activities decreased by ¥22.6 billion from the same period of the previous year and used ¥31.2
billion. Main factors are ¥15.5 billion of decrease in short-term borrowings and commercial papers, ¥8 billion of dividend
payments, and ¥3.7 billion of repayments of lease liabilities.
As a result of the above, cash and cash equivalents at end of the current year increased by ¥1.9 billion from end of theprevious year and amounted to ¥29.7 billion.

③ Significant accounting estimates and assumptions used in making such estimates
The consolidated financial statements of the Group are prepared in accordance with accounting principles generally acceptedin Japan. In preparing the consolidated financial statements, the major accounting estimates that affect the reported values ofassets and liabilities at the fiscal year end date and the reported values of revenues and costs during the reporting period are as
follows, which are evaluated on a rational basis continuously.
Estimates, judgments and assessments are based on past performance and factors considered reasonable under thecircumstances, but actual results may differ due to uncertainties inherent in estimates.

34

(a) Inventories
For the valuation basis and method of inventories, please refer to the note “V. Financial Information, [Notes to Consolidated
Financial Statements] (Significant Matters Serving as the Basis for Preparation of Consolidated Financial Statements) 4.
Accounting policies.”(b) Property, plant and equipment and Intangible assets
Property, plant and equipment, and intangible assets are rationally grouped based on management accounting categories,
units used in making investment decisions, and the complementary nature of their businesses, and any indication of impairment
is recognized for each such asset group. In case there is an indication of impairment, if the total amount of undiscounted future
cash flows to be derived from the asset group is less than the carrying amount of the asset, impairment loss is recognized for theasset group and the carrying amount is written down to the recoverable amount. The method uses a number of estimates andassumptions, including future cash flows and discount rates. Future cash flows are estimated based on reasonable andexplainable assumptions and projections that reflect circumstances specific to the entity, while the discount rate is estimatedbased on a consideration of overall combination of factors including the risks inherent in the asset group, the cost of capitalrequired of the Group and a reasonable rate of return that is considered to be a market average reflecting the inherent risks
similar to those of the asset group, respectively.
(c) Securities
Investment securities other than equity securities, etc. without market prices, are stated at fair value based on market prices,while securities, etc. without market prices are stated at cost. For investment securities other than equity securities, etc. withoutmarket prices, impairment loss is recognized when the market prices as of the fiscal year end date has declined by 40% or morecompared to the acquisition cost, except in cases where the possibility of recovery is evident, and 30% or more but less than
40%, in cases where the possibility of recovery is not recognized. For equity securities, etc. without market prices, impairment
loss is recognized when the substantial value has declined by 50% or more compared to the acquisition cost due to deteriorationof the issuing company’s financial condition, except in cases where the possibility of recovery is evident.
(d) Deferred tax assets
Deferred tax assets are recognized for future deductible temporary differences, tax loss carryforwards and tax credit
carryforwards to the extent that it is probable that they are available against future taxable income to reduce the tax burden.
Deferred tax assets are reviewed each period, and when it is determined that all or part of the future deductible temporary
differences, tax loss carryforwards, and tax credit carryforwards are no longer effective in reducing the amount of future tax
burden, the unrecoverable amount is reversed from recognized deferred tax assets.
(e) Allowance for doubtful accounts and other provisions
For allowance for doubtful accounts and other significant provisions, please refer to the note “V. Financial Information,[Notes to Consolidated Financial Statements] (Significant Matters Serving as the Basis for Preparation of Consolidated
Financial Statements) 4. Accounting policies.”(f) Asset retirement obligations
For the criteria for recognizing asset retirement obligations, please refer to the note “V. Financial Information, (Asset
Retirement Obligations).”(g) Sales promotion expenses, etc.
With respect to a portion of the expenses incurred by the Company to its suppliers for the purpose of promoting the sale ofproducts (hereinafter referred to as “sales promotion expenses, etc.”), since sales promotion expenses, etc. are taken into
account when determining transaction terms and are regarded as a substantial part of the sales price, the Company makes areasonable estimate based on actual payments of sales promotion expenses, etc. and deducts them from net sales at the timesales.

④ Factors that have a significant impact on operating results
For details, please refer to “3. Business and Other Risks.”⑤ Analysis of capital resources and liquidity of funds(a) Basic policy for resource allocation
In addition to proactively investing in growth and strengthening our business foundation while addressing various issues, wewill also allocate funds to initiatives aimed at realizing a sustainable society. In order to efficiently and stably procure thenecessary funds for these purposes, we will maintain a balanced capital structure, taking into consideration capital efficiency,
growth potential and soundness. We have set management targets for ROE and ROIC for capital efficiency, Net sales and
EBITDA for growth potential, and D/E ratio for soundness, and monitor changes in the external environment and the progressof our business plan on a quarterly basis.
Our basic policy for returning profits to shareholders is to pay stable and continuous dividends based on the consolidated
dividend on equity ratio (DOE) while taking into consideration the consolidated business performance and cash flows for eachfiscal year, and to purchase treasury shares in consideration of capital efficiency and the market environment.

35

(b) Financing needs and financing methods
Working capital requirements are mainly for operating expenses such as merchandise and raw materials purchases,
manufacturing expenses, operating expenses for the logistics center, and selling, general and administrative expenses, and while
capital investments requirements are mainly for the purchase and construction of food production facilities and lowtemperature logistics facilities.
The Company and its domestic consolidated subsidiaries have introduced a cash management system (CMS) and working
capital and capital investments are financed mainly by the Company’s borrowings and the issuance of bonds and internal funds
through the concentration of the cash flows from operating activities of Group companies.
(c) Financial policy
Aiming to sustainably increase the group’s corporate value, we will invest not only for growth and to strengthen our businessfoundation, but also for meeting social needs such as food safety and environmental preservation. We will achieve a wellbalanced capital structure, taking into consideration capital efficiency, growth potential, and soundness, so that we canefficiently and stably procure the funds necessary for the execution of these businesses.
Funds generated from operating cash flow and asset liquidation will be used for investments to maintain and increase
corporate value and for shareholder returns through dividends and purchase of treasury shares.

⑥ Analysis of business performance in light of medium- and long-term goals
For details, please refer to “1. Management Policy, Business Environment and Issues to be Addressed (2) Medium-termManagement Strategies, Target Management Indicators, Business Environment and Issues to be Addressed.”(2) Production, Orders and Sales① Production results(Millions of yen)
Name of segment

Previous fiscal year
(from April 1, 2022
to March 31, 2023)

Current fiscal year
(from April 1, 2023
to March 31, 2024)

Percentage change (%)

Processed foods
Marine products
Meat and poultry products
Logistics
Real estate
Other

132,051
9,308
2,975
294

147,133
5,310
3,206
304

11.4
△42.9
7.8
3.5

－

－

－

2,521

2,026

Total

147,150

157,981△19.6
7.4(Note) Production results are based on total manufacturing costs before offsetting and elimination.

② Purchase results(Millions of yen)
Name of segment

Previous fiscal year
(from April 1, 2022
to March 31, 2023)

Current fiscal year
(from April 1, 2023
to March 31, 2024)

Processed foods
Marine products
Meat and poultry products
Logistics
Real estate
Other

86,91257,32774,589161

Total

Percentage change (%)

1,348

74,03951,70670,960
240
－
780

△14.8
△9.8
△4.9
48.7
－
△42.1

220,339

197,727△10.3－(Notes)
1. Intersegment transactions are offset and eliminated.
2. Purchase results of “Processed foods,” “Marine products,” “Meat and poultry products,” “Logistics” and “Others” are thetotal amount of purchase price of merchandise and various handling costs.
3. Purchase results of “Real estate” is the purchase price of merchandise, etc.

36

③ Results of orders received
Results of orders received by the logistics segment (Nichirei Logistics Engineering Inc.) were as follows.
The Company does not manufacture products on a made-to-order basis except for the logistics segment.
(Millions of yen)Previous fiscal year
(from April 1, 2022
to March 31, 2023)
2,164

Orders received
Current fiscal year
(from April 1, 2023
to March 31, 2024)
4,506

Outstanding Orders
Percentage Previous fiscal year
Current fiscal year
Percentagechange (%) (as of March 31, 2023) (as of March 31, 2024) change (%)
108.2

225

1,293

472.5

(Note) Intersegment transactions are offset and eliminated.

④ Sales results(Millions of yen)
Name of segment
Processed foods
Marine products
Meat and poultry products
Logistics
Real estate
Other
Total

Previous fiscal year
(from April 1, 2022
to March 31, 2023)
275,398
68,903
82,975
226,710
3,043
5,174
662,204

Current fiscal year
(from April 1, 2023
to March 31, 2024)
290,61361,577
78,790240,275
2,910
5,922
680,091

Percentage change (%)
5.5
△10.6
△5.0
6.0
△4.4
14.5
2.7

(Notes)
1. Intersegment transactions are offset and eliminated.
2. Sales results to major customers and percentage to total sales results are as follows.
Previous fiscal year
(from April 1, 2022
to March 31, 2023)
AmountPercentage (%)

Customers Name(Millions of yen)

Mitsubishi Shokuhin Co., Ltd.

75,363

11.4

Current fiscal year
(from April 1, 2023
to March 31, 2024)
AmountPercentage (%)(Millions of yen)

77,181

11.3

5. Material Business Agreements
Asset lease agreements
Contracting
Name of leased party
company
The Company

Mitsubishi UFJ Trust andBanking Corporation

Address

Contents of contract

Contract period

Chiyoda-ku,
Tokyo

General fixed term land leasehold(Land located in Tsukiji, Chuo-ku, Tokyo)

from June 30, 2003
to November 30, 2052

37

6. Research and Development Activities
The Group conducts research and development activities with the aim of developing new merchandise and new technologies in
response to market changes and fostering new businesses.
Research and development expenses for the current fiscal year totaled ¥1,967 million, increasing ¥74 million from the previous
fiscal year. By segment, processed foods business accounted for ¥1,382 million, logistics business accounted for ¥323 million andother business accounted for ¥261 million.
As of April 1, 2023, the Company’s fundamental research function was transferred to Nichirei Foods Inc.
Research and development activities by segment are as follows.

(1) Processed Foods BusinessIn the current consolidated fiscal year, we conducted joint research with Akihito Ishigami, Vice-President of the Tokyo
Metropolitan Institute for Geriatrics and Gerontology, Yoshitaka Kondo, Assistant Professor of Waseda University andShinichiro Takahashi, Professor of University of Tokyo, and found that appropriate protein intake percentage in diet for
maintaining health during approach to old age is 25-35%.
The outcome of this research is expected to make a significant contribution to health maintenance and healthy longevity
through appropriate dietary protein ratio.
*This study was published in GeroScience (electronic version) on April 28, 2023.
・Purpose of the research
One of the keys to long life has always been a well-balanced diet from the old days. According to the FY2021 food supply
and demand table (approximate data) issued by the Ministry of Agriculture, Forestry, and Fisheries, supplied calorie per person
per day in Japan is 2,271 kcal, with protein at 13.8%, fat at 32.5%, and carbohydrates at 53.7%. The appropriate ratio of
macronutrients (protein, fat, carbohydrates) for healthy longevity is considered to differ at each life stage: growth, youth,
middle age, and old age. Purpose of the research is to determine the ideal protein ratio for health maintenance and healthy
longevity approaching old age in Japan and the experiment was conducted.
・Significance of the researchThis research indicates that a protein ratio of 25-35% is the healthiest for both young and middle age. This study is expected
to make a significant contribution to health maintenance and healthy longevity through the ratio of macronutrients in the diet.
Although it is too early to apply the conclusion of this experiment to humans as it is mouse experiment, the current protein
intake percentage in Japan is 13.8%, suggesting that increasing the dietary protein ratio to 25-35% may be helpful inmaintaining health during approaching old age. In the future, we plan to study the appropriate ratio of macronutrients at eachlife stage for healthy longevity, aiming to prevent and improve sarcopenia, frailty, and dementia.

(2) Logistics BusinessWith the objective of solving social issues in the logistics business, such as “Truck Drivers 2024 problem” and the serious
labor shortage, we are working on technological verification and system development that contribute to labor-saving andsimplification of work.
In the area of labor-saving operations, we are conducting demonstration tests of unmanned forklift trucks working in thewarehouse under refrigerated (+7°C) and frozen (-25°C) conditions, moving between the refrigerated and frozen zones, andcoexisting with manned forklift trucks. In addition, we have also introduced the most suitable automatic guided vehicle (AGV)for various applications and are verifying its effectiveness in actual operations. Also, research is underway for the use of stateof-the-art automated warehouses (shuttle type) in refrigerated environments.
In the area of work simplification, we have implemented a tablet-based receiving/shipping operation and an artificial
intelligence-based expiration date management function, and are promoting research and development of a work task
management system that uses data to provide optimal work suggestions and instructions, while also conducting verification
experiments of new logistics operations using wearable devices such as smart glasses and remote robots.

(3) Other Business (Bioscience Business)
We develop molecular diagnostics and rapid chromatographic immunoassay products. In molecular diagnostic products,
Idylla™ RAS-BRAF Test “Nichirei Bio” was launched as companion diagnostic pharmaceutical with the objective of detecting
specific genes in genomic DNA extracted from cancer tissue. In addition, DAB Substrate Kit Ⅱ for HISTOSTAINER AT (fully
automated instrument) were launched as in-vitro diagnostics. In the area of rapid chromatographic immunoassay product, thelifting of the conditions for all products related to novel coronavirus (SARS-CoV-2), which had been conditionally approved at
the time of pandemic, was completed.

38

III. Equipment and Facilities
1. Overview of Capital Investments
The Group continuously makes capital investments to enhance its refrigeration and production facilities, to rationalize, maintain,
and preserve facilities, to upgrade information technology, and to enhance research and development system.
There were no disposals or sales of significant facilities.
Capital investments by segment(Millions of yen)
Name of segment

Previous fiscal year
(from April 1, 2022
to March 31, 2023)

Processed foods

Current fiscal year
(from April 1, 2023
to March 31, 2024)

14,852Compared to previous period

6,304△8,54890

Marine products

144

235

Meat and poultry products

227

342

115

Logistics

13,512

21,448

7,935

Real estate

560

915

355

Other

46

36

Adjustment

1,071

2,001

△10
930

Total

30,416

31,283867(Notes)1. The segment “Adjustment” represents the elimination of carrying amount and unrealized gains/losses on non-current assets
related to the holding company (the company filing the consolidated financial statements), which are not allocated toreportable segments.
2. Amount of capital investments includes the amount of intangible assets.
3. Major capital investments during the current fiscal year are as follows.
(Millions of yen)
Year and monthof completion

Name of company
Name of business site

Location

Name ofsegment

Facilities

Amountrecorded in the
Total capitalcurrent period
investments(Accumulated
amount)Incremental
capacity after
completion

April 2023

Kyurei Inc.

Munakata City,
Fukuoka
Prefecture

Processed
Foods

Establishmentof new plant

11,183

1,846 Production capacity
Approx. 70t/day(11,183)

January 2024

Kyokurei Inc.
Kobe Rokko Distribution
CenterKobe City, Hyogo
Prefecture

Logistics

Establishmentof new logistics
center

8,609

4,538
(8,609)

Facility capacity
27,691t

May 2024

Nichirei TBA Logistics
Vietnam LLC

Long An
Province, Vietnam

Logistics

Establishmentof new logistics
center

2,557

1,458

Facility capacity
42,985t

July 2024(planned)

Frigo Logistics Sp. z o.o.

Znin City, Poland

Logistics

Expansion oflogistics center(*) 2,287

103

Facility capacity
20,104t

December 2024
(planned)

Frigo Logistics Sp. z o.o.

Nowy Dwor City,
PolandLogistics

Establishmentof new logistics
center(*) 4,385

1,535

Facility capacity
42,552t(Notes)1. “Total capital investments” marked with an asterisk (*) are the planned figure.
2. New plant of Kyurei Inc. began its operations in April 2023, with all construction completed in December 2023.

39

2. Major Facilities
The status at end of the current consolidated fiscal year is as follows.

(1) By Segment
Carrying amount (Millions of yen)
Land
LeasedBuildings andstructures

Machinery,equipment
and vehicles

Processed foods

26,61423,547

5,991
705,402

188

3,077

59,418Marine products

402

368

33
7,545

1

182

988

Meat and poultry
products

667

573

55
236,737

9

53

1,358

Logistics

52,723

18,81438,481
989,421

12,515

5,125

127,661

Real estate

12,058125

654
69,163213

97

13,149

Other

2,035

83

0

58

2,692

Adjustment(Note 1)

1,030

452

5

301

1,815

Total

95,531

43,965

12,935

8,895

207,084

Name of segment

Area (m2)

Other(Note 2)

assets

514
3,893
25
3,439
45,7552,015,602

Total(Notes)1. The segment “Adjustment” represents the elimination of carrying amount and unrealized gains/losses on non-current assets
related to the holding company (the company filing the consolidated financial statements), which are not allocated toreportable segments.
2. “Other” in column is the total amount of tools, furniture and fixtures and construction in progress.

(2) Status of the Company
Name of business siteor property(Location)

Name ofsegment

Facilities(Note1)

Nichirei HigashiGinza Building(Chuo-ku, Tokyo)
Nichirei Akashi-cho
Building(Chuo-ku, Tokyo)
Nichirei Suidobashi
Building(Chiyoda-ku, Tokyo)
Nichirei Suidobashi
Building annex(Chiyoda-ku, Tokyo)

OfficeReal estate buildings for
lease

Head office(Chuo-ku, Tokyo)

Carrying amount (Millions of yen)
Buildings Machinery,Land
LeasedOther
andequipment
assets(Note3)
Area (m2)structures and vehicles
44
5,677
2
33
－
4,619

〃

〃

3,109

－

〃

〃

1,102

9

〃

〃

1,377

0

Corporate(Common)Other
facility

587

0

6
4,163
1
2,926
0
1,424
(Note2)－

Total

Number of
Employees(Temporary)(Persons)

5,757

－

－

33

3,149

－

－

17

1,131

－

－

6

1,384

－

5

220

814

241
(5)

(Notes)1. The segment “Corporate (common)” refers to facilities at the head office that cannot be classified into other segments.
2. Land is described in “Nichirei Higashi-Ginza Building.
3. “Other” in column is the total amount of tools, furniture and fixtures and construction in progress.
4. “Number of employees” is the number of full-time employees, and “(Temporary)” is the annual average number of
temporary employees not included in above number.

40

(3) Status of Domestic Subsidiaries
Name of Company,
Name of business site or property(Location)

Name ofsegment

Carrying amount (Millions of yen)
Facilities

Buildings Machinery,andequipment
structures and vehicles

Processed

Nichirei Foods Inc.
foods
Processed
Funabashi Plant
production
Foods(Funabashi City, Chiba Prefecture)

2,265

〃

Nichirei Foods Inc.
Funabashi No.3 Plant(Funabashi City, Chiba Prefecture)〃

Nichirei Foods Inc.
Kansai Plant(Takatsuki City, Osaka)〃

Nichirei Foods Inc.
Shiroishi Plant(Shiroishi City, Miyagi Prefecture)〃

Logistics Network Inc.
Funabashi Distribution Center(Funabashi City, Chiba Prefecture)
Refrigeration 100,678t

〃

913

891

〃

983

1,337

〃

2,110

1,986

〃

1,331

983

3,066

643

equipment

Logistics Network Inc.
Higashi-Ogishima Distribution
Center(Kawasaki-ku, Kawasaki City)
Refrigeration 81,716t〃

Logistics Network Inc.
Oi Distribution Center(Ota-ku, Tokyo)
Refrigeration 52,460t〃

Nichirei Logistics Kansai Inc.
Osaka Shin-Nanko Distribution
Center(Suminoe-ku, Osaka City)
Refrigeration 55,480t〃

Nichirei Logistics Kansai Inc.
Osaka Futo Distribution Center(Suminoe-ku, Osaka City)
Refrigeration 56,602t

〃

－

161

5,712

132
(188)

－

12

3,636

58
(128)

－

34

2,588

68
(37)

－

78

4,301

120
(102)

1,391

24

2,701

111
(219)

92

122

5,650

60
(5)

281

7

4,797

48
(－)

83

32

1,142

30
(－)

369

76

3,396

27
(1)

128

13

2,265

33
(－)

1,819
39,299
233
7,004
126
23,691

23,152
1,724

Freezing

Logistics refrigeration

Total

30,839360

47,036(Note 1) －

〃

4,279

229
(42,345)(Note 1) －

〃

641

385
(10,000)
2,176

〃

522

252
16,392
999

〃

890

233

Number of
employees(Temporary)(Persons)(Note 4)

Leased Other
assets (Note 3)

1,025
2,260

facilities

Nichirei Foods Inc.
Funabashi No.2 Plant(Funabashi City, Chiba Prefecture)

Land
Area (m2)(Note 2)

19,923(Notes)1. Land is leased.
2. Figures in parentheses in the lower row of “Area” are leased space not included in above.
3. “Other” in column is the total amount of tools, furniture and fixtures and construction in progress.
4. “Number of employees” is the number of full-time employees, and “(Temporary)” is the annual average number of temporary
employees not included in “Number of employees.”
5. In addition to the above, major facility leased under lease contracts are as follows.
Name
Logistics center

VolumeContract period

13 buildings

41

10-20 years

Leased assets(Millions of yen)
4,107

(4) Status of Overseas Subsidiaries
Name of Company
Name of business site
(Location)

Carrying amount (Millions of yen)
Land
LeasedOther
Area (m2)assets(Note 3)(Note 2)Name ofsegmenteFacilities

Processed
Surapon Nichirei Foods Co., Ltd.
(Samut Prakan Province, Thailand) Foods

Processed
foods
production
facilities

1,033

〃

2,979

Buildings Machinery,andequipment
structures and vehicles

Total

Number of
Employees(Temporary)(Persons)(Note 4)

610
648

－

114

2,406

1,698
(－)

－

291

6,332

5,461
(－)

－

111

2,243

109
(－)

－

24

3,053

51
(－)

68,540(Note 1) －GFPT Nichirei (Thailand) Co., Ltd.
(Chonburi Province, Thailand)〃

Hiwa Rotterdam Port
Cold Stores B.V. Food Port
(Rotterdam City, The Netherlands)
Refrigeration 147,443t

Logistics

Thermotraffic B.V. Maasvlakte(Rotterdam City, The Netherlands)
Refrigeration 85,000t

〃

3,061
(244,408)(Note 1) －Freezing
refrigerationequipment

1,576

〃

2,333

554
(88,990)(Note 1) －694
(77,494)(Notes)1. Land is leased.
2. Figures in parentheses in the lower row of “Area” are leased space not included in above.
3. “Other” in column is the total amount of tools, furniture and fixtures and construction in progress.
4. “Number of employees” is the number of full-time employees, and “(Temporary)” is the annual average number of
temporary employees not included in “Number of employees”.

3. Plan for New Construction and Disposals of Facilities
Capital investments and other plans of the Group are formulated based on comprehensive consideration of production plans,demand forecasts, investment as a percentage of profits, cash flow, and other factors.
Plans for new construction and disposals of significant facilities are described in “1. Overview of Capital Investments.”
The breakdown by segment is as follows.
(Millions of yen)
Name of segment

Planned capital investments
for next fiscal year

Processed foods

10,800Marine products

400

Meat and poultry products

700

Logistics

20,000Real estate

1,300

Other

200

Adjustment

3,400

Total

36,800(Notes)1. The segment “Adjustment” represents the amount of planned capital investments for the next fiscal year related to theholding company (the company filing the consolidated financial statements), which is not allocated to the reportablesegments.
2. Amount of capital investments includes the amount of intangible assets.

42

IV. Information on the Filing Company
1. Information about Shares(1) Total Number of Shares① Total number of shares
Type

Total number of shares authorized to be issued (shares)

Common stock

360,000,000

Total

360,000,000② Issued shares

Type

Number of shares issued
Number of shares issued
As of end of
As of the date of filingthe fiscal year
(June 25, 2024)(March 31, 2024)

Common stock

134,075,652

134,075,652

Total

134,075,652

134,075,652

Name of listed financial
instruments exchange orName of registered and licensed
Contents
financial instruments dealers
association
Tokyo Stock Exchange, Inc.
Number of shares per unit
Prime Market
100 shares－－(2) Information of Share Acquisition Rights① Details of stock option plan
Not applicable② Details of rights plan
Not applicable③ Details of other share acquisition rights
Not applicable(3) Information of Exercise of Bonds with Share Acquisition Rights with Exercise Price Revision ClauseNot applicable(4) Changes in Total Number of Shares Issued and Share Capital

Date
July 24, 2019
(Note1)
July 22, 2020
(Note2)
July 21, 2021
(Note3)
November 10, 2021
(Note4)
July 22, 2022
(Note5)
July 26, 2023
(Note6)

Total number ofshares issued
increase/△decrease(Shares)

Total sharesissued balance(Shares)

Share capital
Legal capital
Share capital
Legal capitalincrease/△surplusbalancesurplus balance
decreaseincrease/△decrease(Millions of yen)
(Millions of yen)
(Millions of yen)
(Millions of yen)

40,055

139,965,587

51

30,35951

7,656

38,290140,003,877

59

30,41859

7,715

37,518140,041,395

53

30,472

53

7,769△6,033,600

134,007,795－

30,472－

7,769

34,804

134,042,599

39

30,512

39

7,808

33,053134,075,652

51

30,56351

7,860(Notes)
1. Increase due to a paid-in third-party allotment of shares with compensation as restricted stock compensation.
Issue price: 2,572 yen, Paid-in capital: 1,286 yen
Allottees: 7 directors (excluding outside directors) and 4 executive officers
2. Increase due to a paid-in third-party allotment of shares with compensation as restricted stock compensation.
Issue price: 3,115 yen, Paid-in capital: 1,557.5 yen
Allottees: 7 directors (excluding outside directors) and 4 executive officers
3. Increase due to a paid-in third-party allotment of shares with compensation as restricted stock compensation.
Issue price: 2,841 yen, Paid-in capital: 1,420.5 yen
Allottees: 7 directors (excluding outside directors) and 4 executive officers

43

4.
5.

6.

Decrease due to cancellation of treasury shares based on the resolution of the Board of Directors held on November 2, 2021.
Increase due to a paid-in third-party allotment of shares with compensation as restricted stock compensation.
Issue price: 2,292 yen, Paid-in capital: 1,146 yen
Allottees: 6 directors (excluding outside directors) and 3 executive officers
Increase due to a paid-in third-party allotment of shares with compensation as restricted stock compensation.
Issue price: 3,126 yen, Paid-in capital: 1,563 yen
Allottees: 6 directors (excluding outside directors) and 4 executive officers(5) Shareholders by Category(As of March 31, 2024)
Status of Shares (Number of Shares per Unit: 100 shares)
Classification

Government
and local
Financialgovernment institutionss

Financial
instruments
dealers

Other
corporations

－

75

35

－

701,961－

52.42

Number ofshareholders(Persons)
Number ofshares held
(Unit)
Number ofshares held
Percentage (%)

Total

Status of
odd-lot shares(Shares)

15,997

16,687－116

189,075

1,339,082

0.01

14.12

100.00Foreign corporations
NonIndividual

Individual

Individualand other

254

310

16

34,423

119,109294,398

2.57

8.89

21.99

167,452－(Note) 6,354,029 shares of treasury stock are included in “Individuals and other” (63,540 units) and “Status of odd-lot shares” (29 shares).

(6) Major Shareholders(As of March 31, 2024)
Number of shares
held(Thousands ofshares)Percentage of shares
held to total number ofshares issued(excluding treasury
shares) (%)

1-8-1 Akasaka, Minato-ku, Tokyo

26,25520.56

1-8-12 Harumi, Chuo-ku, Tokyo

16,737

13.10

Nippon Life Insurance Company

1-6-6 Marunouchi, Chiyoda-ku, Tokyo
Nippon Life Insurance Company
Securities Operations Department

5,744

4.50

Mizuho Bank, Ltd.

1-5-5 Otemachi, Chiyoda-ku, Tokyo

3,813

2.99

Nisshin Seifun Group Inc.

1-25 Kanda Nishiki-cho, Chiyoda-ku, Tokyo

2,719

2.13

Fukoku Mutual Life Insurance
Company

2-2-2 Uchisaiwai-cho, Chiyoda-ku, Tokyo

2,680

2.10

The Norinchukin Bank

1-2-1 Otemachi, Chiyoda-ku, Tokyo

2,675

2.09

SUMITOMO LIFE INSURANCECOMPANY

2-2-1 Yaesu, Chuo-ku, Tokyo

1,855

1.45

MUFG Bank, Ltd.

2-7-1 Marunouchi, Chiyoda-ku, Tokyo

1,703

1.33

Government of Norway(Standing proxy: Citibank)

Norway Oslo Bankplassen(6-27-30 Shinjuku, Shinjuku-ku, Tokyo)

1,586

1.24

65,771

51.50

Name

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

Total

Address－(Notes)
1. In addition to the above, the Company owns 6,354 thousand shares of treasury stock (4.74% of the total number of sharesissued).
2. Of the above number of shares held, the number of shares related to trust business is as follows.
The Master Trust Bank of Japan, Ltd. (Trust Account):
26,032 thousand shares
Custody Bank of Japan, Ltd. (Trust Account):
16,660 thousand shares44

3. Information of the Large Shareholding Report (Change Report), in which the number of shares held cannot be confirmed as ofMarch 31, 2024
(1) Sumitomo Mitsui DS Asset Management Company, Limited filed a large shareholding report (change report) on February 7,2024, naming Sumitomo Mitsui Banking Corporation as a joint holder. However, the Company is unable to confirm thenumber of shares actually held by those companies as of March 31, 2024, and therefore these shares are not taken into accountin the “Major Shareholders” above.
The contents of the large shareholding report are as follows.
Name
Sumitomo Mitsui DS AssetManagement Company, Limited

Address

Number of share
Percentage of sharecertificates held
certificates held(Thousands of shares)(%)

Toranomon Hills Business Tower 26F,
1-17-1 Toranomon, Minato-ku, Tokyo

4,927

3.68

Sumitomo Mitsui Banking Corporation 1-1-2 Marunouchi, Chiyoda-ku, Tokyo

388

0.29

5,316

3.97

Total

－

(2) Mitsubishi UFJ Financial Group, Inc. filed a large shareholding report (change report) on October 16, 2023, naming MUFG
Bank, Ltd., Mitsubishi UFJ Trust and Banking Corporation, and Mitsubishi UFJ Asset Management Co., Ltd. as a joint holder.
However, the Company is unable to confirm the number of shares actually held by those companies as of March 31, 2024, andtherefore these shares are not taken into account in the “Major Shareholders” above.
The contents of the large shareholding report are as follows.
Name
MUFG Bank, Ltd.
Mitsubishi UFJ Trust and Banking
Corporation
Mitsubishi UFJ Asset Management
Co., Ltd.

Address

Number of share
Percentage of sharecertificates held
certificates held(Thousands of shares)(%)

2-7-1 Marunouchi, Chiyoda-ku, Tokyo

2,554

1.91

1-4-5 Marunouchi, Chiyoda-ku, Tokyo

3,141

2.34

1-9-1 Higashi-Shimbashi, Minato-ku,
Tokyo

2,065

1.54

－

7,761

5.79

Total

(3) Nomura Securities Co., Ltd. filed a large shareholding report (change report) on October 4, 2023, naming Nomura
international plc and Nomura Asset Management Co., Ltd as a joint holder. However, the Company is unable to confirm thenumber of shares actually held by those companies as of March 31, 2024, and therefore, these shares are not taken into accountin the “Major Shareholders” above.
The contents of the large shareholding report are as follows.
Name

Address

Number of share
Percentage of sharecertificates held
certificates held(Thousands of shares)(%)

Nomura Securities Co., Ltd.

1-13-1 Nihonbashi, Chuo-ku, Tokyo

1,384

1.03

Nomura international plc

1 Angel Lane, London EC4R 3AB,
United Kingdom

256

0.19

Nomura Asset Management Co., Ltd

2-2-1 Toyosu, Koto-ku, Tokyo

10,8208.07

12,461

9.29

Total

－

(4) Mizuho Bank, Ltd. filed a large shareholding report (change report) on March 7, 2023, naming Asset Management One Co.,
Ltd. as a joint holder. However, the Company is unable to confirm the number of shares actually held by those companies as ofMarch 31, 2024, and therefore these shares are not taken into account in the “Major Shareholders” above.
The contents of the large shareholding report are as follows.
Name

Address

Number of share
Percentage of sharecertificates held
certificates held(Thousands of shares)(%)

Mizuho Bank, Ltd.

1-5-5 Otemachi, Chiyoda-ku, Tokyo

3,813

2.85

Asset Management One Co., Ltd.

1-8-2 Marunouchi, Chiyoda-ku, Tokyo

4,367

3.26

－

8,181

6.10

Total

45

(5) Sumitomo Mitsui Trust Bank, Limited filed a large shareholding report (change report) on November 21, 2022, naming
Sumitomo Mitsui Trust Asset Management Co., Ltd. and Nikko Asset Management Co., Ltd. as a joint holder. However, theCompany is unable to confirm the number of shares actually held by those companies as of March 31, 2024, and therefore,
these shares are not taken into account in the “Major Shareholders” above.
The contents of the large shareholding report are as follows.
Name

Address

Number of share
Percentage ofcertificates held
share certificates(Thousands of shares)
held (%)

Sumitomo Mitsui Trust Bank, Limited

1-4-1 Marunouchi, Chiyoda-ku, Tokyo

375

0.28

1-1-1 Shiba-Koen, Minato-ku, Tokyo

3,909

2.92

9-7-1 Akasaka, Minato-ku, Tokyo

3,799

2.83

8,083

6.03

Sumitomo Mitsui Trust AssetManagement Co., Ltd.
Nikko Asset Management
Co., Ltd.
Total－(7) Information of Voting Rights① Issued shares(As of March 31, 2024)
Classification

Number of voting rights(Numbers)

Number of shares (Shares)

Non-voting stock
Stock with restricted voting rights(Treasury shares, etc.)
Stock with restricted voting rights(Other)
Stock with full voting rights(Treasury shares, etc.)
Stock with full voting rights(Other)Odd-lot shares

Contents

－

－

－

－

－

－

－

－

－

－

－
－

(Treasury shares)
Common stock

6,354,000

Common stock

127,554,200

1,275,542

Common stock

167,452－

134,075,652

－

－

－

1,275,542－

Total number of shares issued
Voting rights of all shareholders

Less than one unit (100 shares)(Note) “Odd-lot shares” includes 29 treasury shares held by the Company.

② Treasury shares(As of March 31, 2024)
Name of owner

Owner’s address

Number ofshares held in
one’s own
name (shares)

Number ofshares held in
the name ofothers (shares)

Total numberof shares held
(shares)

Percentage ofshares held to total
shares issued (%)(Treasury shares)
Nichirei Corporation

6-19-20 Tsukiji, Chuo-ku, Tokyo

6,354,000－

6,354,000

4.74

Total

－

6,354,000－

6,354,000

4.74

2. Information on Acquisition of Treasury shares[Type of Stock] Acquisition of shares of common stock that falls under Article 155, Item 7 of the Companies Act.

(1) Details of Acquisition by Resolution of the General Shareholders Meeting
Not applicable(2) Details of Acquisition by Resolution of the Board of Directors
Not applicable46

(3) Details of Items not based on Resolutions of the General Shareholders Meeting or the Board of Directors
Classification

Number of shares (Shares)

Treasury shares acquired during the current fiscal year
Treasury shares acquired during the period

Total value (Yen)

2,973

10,214,820

327

1,284,475(Note) “Treasury shares acquired during the period” does not include the number of odd-lot shares purchase requested from June 1,
2024 to the date of filing of this Annual Securities Report.

(4) Details of Disposal and Holding of Treasury Shares Acquired
Current fiscal year
Classification

Current period

Number of shares(Shares)

Total amount ofdisposal value(Yen)

Number of shares(Shares)

Total amount ofdisposal value(Yen)

Treasury shares acquired for which subscribers
were solicited

－

－

－

－

Treasury shares acquired that were canceled

－

－

－

－

Treasury shares acquired that were transferred due
to merger, share exchange, share delivery or
corporate split

－

－

－

－

Other (requests for sales of odd-lot shares)

190

676,549

14

56,685

6,354,029－

6,354,342－

Number of treasury shares held

(Notes)1. “Other (requests for sales of odd-lot shares)” for the current period does not include the number of odd-lot shares requested
for sales from June 1, 2024 to the date of filing of this Annual Securities Report.
2. “Number of treasury shares held” for the current period does not include the number of shares purchased from June 1, 2024 to
the date of filing of this Annual Securities Report, or odd-lot shares purchase or sales requested from June 1, 2024 to the dateof filing of this Annual Securities Report.

3. Dividend Policy
The Company’s basic policy is to maintain stable dividends based on the consolidated dividend on equity ratio (DOE), while
taking into consideration consolidated business performance and cash flow for each fiscal year. For the current fiscal year, theCompany declared a year-end dividend of 37 yen per share, which together with the interim dividend of 37 yen per share makes atotal of 74 yen per share.
The Company pay dividends from surplus twice a year, an interim dividend and a year-end dividend, in accordance with the
Articles of Incorporation stipulating that the Company may pay interim dividends as stipulated in Article 454, Paragraph 5 of theCompanies Act. The decision-making bodies for these dividends are the Board of Directors for the interim dividend and the General
Shareholders Meeting for the year-end dividend.
The Articles of Incorporation also stipulate that the Company may pay year-end dividends by resolution of the Board of Directors
only when the Board of Directors determines that it is difficult to hold a General Shareholders Meeting due to unforeseen
circumstances such as disasters or epidemics.
(Note) Dividends of surplus whose record date belongs to the current fiscal year are as follows.
Total dividends(Millions of yen)

Date of resolution
October 31, 2023
Resolution of the Board of Directors Meeting
June 25, 2024
Resolution of the Ordinary General Shareholders Meeting

47

Dividend per share
(Yen)

4,725

37

4,725

37

4. Corporate Governance(1) Overview of Corporate Governance
Please also refer to the “Basic Policy on Corporate Governance” posted on the Company’s website, which sets forth theCompany’s basic policy on corporate governance.
https://www.nichirei.co.jp/english/corpo/governance/governance_policy.html① Basic approach to corporate governance and corporate governance structure(a) Overview of basic approach to corporate governance and corporate governance structure(i) Basic approach to corporate governance
Under a holding company structure, the Group engages in business through operating companies across a wide range offields that include processed foods, marine products, meat and poultry products, temperature-controlled logistics, andbiosciences. The Board of Directors of the Company, aiming to achieve sustainable growth and increase corporate value overthe medium to long term, formulates Group business strategies and applies an operating structure for supervising businessexecution by the operating companies.
The Company recognizes that ensuring equitable and highly transparent business practices is a key management issue, andaccordingly strives to enhance corporate governance practices with regard to appropriately allocating resources, accelerating
the decision-making process, and ensuring strict compliance.
The Company has adopted the corporate governance structure of a company with an Audit & Supervisory Board, pursuant to
the Companies Act.
(ii) Directors and the Board of Directors(Roles and responsibilities of the Board of Directors)
The Board of Directors formulates Group business strategies and supervises business execution by the operating companies.
In so doing, the Board of Directors facilitates efforts with respect to appropriately allocating Group resources, accelerating thedecision-making process, and ensuring strict compliance.
The Board of Directors formulates and approves the Group strategy after such matters have been deliberated on by the Group
Strategy Committee, which meets twice a year. The Board of Directors subsequently checks on the status of business execution
by each Group business on a quarterly basis, while also providing highly effective supervision to executive directors andexecutive officers.
(Summary of the scope of matters delegated to the Board of Directors)
Decision-makings by the Board of Directors is limited in scope to matters of top priority. This includes addressing matters to
be resolved in accordance with the Companies Act, determining content of the Management Principles, medium-term businessplan, management policies and operating budgets; revising and repealing various directives, policies and key regulations; andmaking decisions on appointments for key officer positions. Authority for important matters other than the aforementioned isdelegated to the Management Committee whose membership comprises the executive officers, with the functions of businessexecution kept separate from those of management supervision so that the executive officers are better able to deal withpressing and future business challenges.
(Term of office of directors)
Directors are appointed for a term of 1 year, pursuant to the Articles of Incorporation, in order to enhance the Company’s
flexibility in addressing changes in the business environment.
Outside directors may serve for no more than 6 years from a viewpoint to ensure their independence.
(Composition of the Board of Directors)
The Company appoints no more than 11 directors, at least one-third (1/3) of whom are independent outside directors. The
Board of Directors is structured in a way that achieves both diversity and optimal size, taking into account each director’s
overall balance of knowledge, experience and other qualities.
(Operation of the Board of Directors and roles of its chairperson)
A director appointed beforehand by the Board of Directors is responsible for convening meetings of the Board of Directors
and acts as the chairperson of such meetings in accordance with the Articles of Incorporation and the Board of Directors
regulations, unless otherwise stipulated by laws and regulations.

48

(Activities of the Board of Directors)
During the current fiscal year, the Company held 19 Board of Directors meetings, and the attendance of the individual
Directors was as follows.
Attendance at the meetings of
Name
Positionthe Board of Directors
Kenya Okushi

Representative Director, President

100% (19 times / 19 times)

Kazuhiko Umezawa

Director, Senior Executive Officer

100% (19 times / 19 times)

Masahiko Takenaga

Director, Senior Executive Officer

94.7% (18 times / 19 times)

Wataru Tanabe

Director, Senior Executive Officer

100% (19 times / 19 times)

Kenji Suzuki

Director, Senior Executive Officer

100% (19 times / 19 times)

Yuichi Takaku

Director, Senior Executive Officer

100% (15 times / 15 times)

Kuniko Shoji

Outside Director

100% (19 times / 19 times)

Mana Nabeshima

Outside Director

100% (19 times / 19 times)

Itsuo Hama

Outside Director

100% (19 times / 19 times)

Kenji Hamashima

Outside Director

100% (19 times / 19 times)(Note)As Mr. Yuichi Takaku was newly appointed as Director at the 105th Ordinary General Shareholders Meeting on June 27,2023, his attendance at the Board of Directors meetings counts only those meetings held after that date.
The specific deliberations of the Board of Directors meetings during the current fiscal year were as follows.
・Management strategy:

・Financial strategy
・Medium-term business plan
・Sustainability:::

・Governance:・Business strategy:

Revision of “Nichirei Corporation Group Material Matters (Materiality),”
Review of KPIs and Target values as well as challenges to their achievement
Shareholders return policy
Progress and challenges of the medium-term business plan “Compass Rose 2024”
2050 Carbon Neutral Declaration and Change/Expansion of CO2 reduction targets,
Development of the Group human resources strategy and overseas human resources,
ESG index evaluation and issues
Activities of the nominating advisory committee and remuneration advisory committee,
Review of the structure of the Nichirei Group’s basic regulations for global governance
Strategic management issues in important domestic and overseas investment projects,
Status and issues of resource allocation by overseas region(iii) Audit & Supervisory Board and Audit & Supervisory Board members(Roles and responsibilities of Audit & Supervisory Board and Audit & Supervisory Board members)
Independent of the Board of Directors, the Audit & Supervisory Board and Audit & Supervisory Board members endeavor togather information and maintain an appropriate audit environment by communicating effectively with directors, and employees
in the Corporate Internal Audit Division, in accordance with the audit policy and audit plan for each fiscal year. Audit &Supervisory Board members attend meetings of the Board of Directors and other important meetings, and also appropriately
call for explanations and contribute to discussions.
(Term of office of Audit & Supervisory Board members)
The terms of office of Audit & Supervisory Board members are as stipulated by the Companies Act.
Outside Audit & Supervisory Board members may serve for no more than 8 years from a viewpoint to ensure their
independence.
(Composition of the Audit & Supervisory Board)
The Company appoints 5 Audit & Supervisory Board members, pursuant to the Articles of Incorporation, of whom 3 are
independent outside Audit & Supervisory Board members.
(iv) Nominating Advisory Committee and Remuneration Advisory Committee
The Company has established the Nominating Advisory Committee, chaired by an outside director, as an advisory body to
the Board of Directors. The committee, the majority of whose members are outside directors, deliberates on appropriate humanresources as candidates for senior management, directors, and Audit & Supervisory Board members, as well as succession
planning and other matters, and reports back to the Board of Directors.
The Company has established the Remuneration Advisory Committee, chaired by an outside director, as an advisory body to
the Board of Directors. The committee, the majority of whose members are outside directors, deliberates on the remuneration
system, the level of remuneration, the appropriateness of remuneration, and other issues, and reports back to the Board of
Directors.
49

(As of June 25, 2024)
Committee nameCommittee chairperson

Number ofmembers(Persons)

Director

Nominating Advisory
Committee

Outside Director
Itsuo Hama

6 personsKenya Okushi

Remuneration
Advisory Committee

Outside Director
Kenji Hamashima

6 personsKenya Okushi

Outside directors
Mana Nabeshima
Itsuo Hama
Kenji Hamashima
Yukiko Yoshimaru
Yumi Yamaguchi
Mana Nabeshima
Itsuo Hama
Kenji Hamashima
Yukiko Yoshimaru
Yumi Yamaguchi(b) Reasons for selection of current corporate governance structure
The Company has adopted the company with an Audit & Supervisory Board system as its organizational design for running awide range of businesses under the holding company structure. From among the maximum of 11 directors stipulated in the
Articles of Incorporation, the Company has designated 5 independent outside directors. Among 5 Audit & Supervisory Board
members, the Company has designated 3 independent outside Audit & Supervisory Board members.
The Board of Directors and the Audit & Supervisory Board work together effectively to properly supervise and oversee
executive officers engaged in business execution. Matters decided by the Board of Directors are limited to matters prescribedby law and matters defined by the Company’s own standards, but many decisions are delegated to the Management Committee,
a body composed of executive officers, thereby allowing the Board of Directors to concentrate on deciding matters of utmost
importance and overseeing business execution by executive officers.
Full-time Audit & Supervisory Board members of the Company, who have extensive knowledge of the Group’s businesscharacteristics, cooperate with full-time Audit & Supervisory Board members of the operating companies to conduct onsite
inspections at key business establishments throughout the year. Audit & Supervisory Board members who have visited thebusiness establishment and conducted audits or hearings on its status in person present the audit findings according to the actual
circumstances of each business. Moreover, after performing an audit, Audit & Supervisory Board members report the problems
and issues identified as a result of the audit to the Audit & Supervisory Board and the representative director, and make efforts
to enhance the effectiveness of auditing functions. In addition, the independent outside Audit & Supervisory Board members of
the Company attend and speak out not only at meetings of the Board of Directors and the Audit & Supervisory Board but also
at meetings of the body in charge of strategic management and the Board of Directors’ principal advisory committees, inaddition to accompanying full-time Audit & Supervisory Board members when they conduct onsite inspections as appropriate.
As described above, the Company is striving to enhance and thoroughly implement corporate governance practices by
separating business execution functions from supervision/oversight functions, delegating responsibilities and authority to
executive officers, ensuring transparency of the decision-making process, and maximizing the auditing functions based on thecompany with an Audit & Supervisory Board system.

50

(c) Status of internal control system
The Group recognizes that the development and operation of an internal control system to “improve the effectiveness andefficiency of operations,” “ensure the reliability of financial reporting,” “comply with laws and regulations related to businessactivities,” and “safeguard assets” will lead to an increase in corporate value.
The Company has established the following basic policy for its internal control system as “a system to ensure that theexecution of duties by directors complies with laws and regulations and the Articles of Incorporation, and other systems
prescribed by the applicable Ordinance of the Ministry of Justice as necessary to ensure the properness of the operations of acompany and of the corporate group consisting of such company and its subsidiaries” under the Companies Act, and will
review and improve this policy annually to respond to changes in the business environment and other factors.
The Company’s Internal Controls Basic Policy(Ⅰ) Compliance with the law and internal regulationsi) The Company, in accordance with the Group’s management principles and code of conduct, shall comply with thelaws, regulations, and its articles of incorporation, refrain from dishonest or antisocial corporate activities, andensure that competition is fair.
ii) As a holding company, the Company shall manage the Group and strengthen corporate governance by establishing,implementing, maintaining internal controls for the entire Group; formulate business strategies for the Group;
conduct internal Group audits; monitor its subsidiaries; and facilitate the joint procurement of assets.
iii) The Company shall ensure its disclosures are prompt, accurate, and fair, based on the Group’s accounting
regulations. It shall be accountable to shareholders and investors on an ongoing basis, while ensuring thetransparency of corporate information.
iv) The Company shall establish a Group auditing department that, based on the Group’s in-house audit regulations,shall audit Group company controls.
v) The Company, in order to handle reports and consultations by employees concerning acts that may violate corporate
ethics, shall establish an internal reporting system (a hotline) that protects whistleblowers. Every effort shall bemade to discover and correct violations of the system at an early stage, and ensure compliance.
vi) The Company, in accordance with guidelines regarding the Board of Directors, office structures, and other internalarrangements, shall establish systems for appropriate and efficient execution of duties, based on rules regarding
management authority and decision-making.
(Ⅱ) Managing information on Company, subsidiary directorsi) The Company shall properly record, retain, manage, and preserve minutes of the Board of Directors meetings,
documents for circulation, and other information regarding execution of duties, in accordance with the law, as wellas internal regulations regarding the Board of Directors, Group document management, and information security
management.
ii) The Company, based on Group regulations concerning Group management, Group materials for discussion or
circulation, and other Group arrangements, shall receive reports on matters regarding the execution of duties bydirectors and employees of subsidiaries.
iii) The Company’s directors and Audit & Supervisory Board members shall be able to directly examine and/or copy
any information regarding execution of duties that has been electronically recorded, retained, managed, or preservedby the Company’s departments.
iv) When requested by a director or Audit & Supervisory Board members, the Company’s departments shall promptly
provide or submit for inspection the specified information.
(Ⅲ) Risk management of Company, subsidiary lossesi) Based on the Group’s risk management regulations, the Company shall identify and evaluate Group risks throughthe Group Risk Management Committee, and establish a risk management framework for the Group.
ii) The Company and its subsidiaries, reflecting the risk management cycle, shall voluntarily and independently
respond to corporate activity-related risks. Important matters shall be reported to the holding company’s Board of
Directors, and the response discussed.
iii) Based on the Group’s risk management regulations, the Company shall respond promptly and appropriately in theevent of a disaster, accident, incident, or other crisis that threatens business continuity.
(Ⅳ) Group duties of Nichirei, subsidiaries (besides those in I-III above).
i) To realize the mission and vision of the Group, the Company, as a holding company, shall propose, decide, andimplement Group strategies, allocate business resources, conduct monitoring and risk management for the entire
Group, and fulfill the responsibilities of a publicly traded company.
ii) As a holding company, the Company has a corporate staff division that supports the Board of Directors, an internal
auditing division that monitors the Group, as well as the Group R&D and quality assurance divisions.
iii) Each subsidiary shall serve as an independent company (fulfilling the functions of planning, development,
production, sales, management, and administration), increase the independence of their respective organizations
through their presidents, and adapt to the business environment to respond quickly to market demands.
iv) Transactions between the Company and its subsidiaries shall be based on accounting principles, tax laws, and otherregulations.

51

(Ⅴ) Exclusion of antisocial forces
The Company, keenly aware of its corporate social responsibility, shall prohibit any submission to, or collusion with,
antisocial forces that threaten the order and safety of civil society, and shall resolutely respond thereto.
(Ⅵ) Audit & Supervisory Board members and independence of employeesi) The Company shall establish a Group internal audit department, and maintain systems that allow Audit &Supervisory Board members to execute audits more effectively and efficiently, including holding regular liaison
conferences with Audit & Supervisory Board members.
ii) The Company shall assign specialist staff at the behest of the Audit & Supervisory Board. Personnel assignments
shall be decided by consultation between the directors and Audit & Supervisory Board members, with attention
given to independence from directors and ensuring of the effectiveness of directives from Audit & Supervisory
Board members.
(Ⅶ) Systems for reporting to Audit & Supervisory Board membersi) Directors and employees shall report to Audit & Supervisory Board members, without delay, should they becomeaware of either a serious violation of laws or internal regulations in the execution of their duties, or any facts that
could, or do, have the potential to cause the Company substantial harm.
ii) Directors and employees shall report immediately, to Audit & Supervisory Board members, decisions that may
seriously impact business or the organization, and the results of internal audits.
iii) Directors, Audit & Supervisory Board members, and employees of subsidiaries with knowledge of facts that could
have a serious impact on the Group’s internal controls, or persons who have received reports from such persons,shall report such to Audit & Supervisory Board members without delay.
iv) The Company and its subsidiaries shall protect people reporting to Audit & Supervisory Board members, to ensurethat the reports do not lead to adverse treatment.
(Ⅷ) Ensuring compliance of Audit & Supervisory Board membersi) To enable Audit & Supervisory Board members to adequately perform their functions, the representative director
shall arrange for the Audit & Supervisory Board to receive regular reports on, for example, the status of business,quite apart from briefings on similar topics going to the Board of Directors.
ii) The Board of Directors shall ensure that Audit & Supervisory Board members attend important meetings regarding
the Company’s business to ensure it is appropriately conducted.
iii) Once requested by the Audit & Supervisory Board members, and unless a request is unreasonable, the Company
shall provide prompt advance payment, or reimbursement, for expenses incurred by the Audit & Supervisory Board
members in the execution of their duties.
Regarding internal controls over financial reporting required by the Financial Instruments and Exchange Act, we selected
scope for companies and business processes which may have a material effect on financial reporting overall on a consolidated
basis, recognized risks and documented control actions, and then we evaluated the effectiveness of company-level internal
control and internal control over business processes. Based on these results, we prepared an internal control report.
(d) Risk management
The Group has set up the Group Risk Management Committee, chaired by the representative director and president, tomanage the various risks associated with its business activities, in the most appropriate and rational ways from acomprehensive standpoint, and to maximize the Group’s corporate value. The committee identiﬁes and evaluates Group-widerisks and the Company and operating companies respond to these risks on their own accord, based on the established risk
management cycle. Important items are reported to the Board of Directors of the Company, the holding company, which
considers the response. Furthermore, the Company has introduced an internal reporting system (a hotline) in an effort tominimize risks.

② Summary of the contents of the limited liability agreement (as of June 25, 2024)
Pursuant to the provisions of the Articles of Incorporation, the Company has entered into an agreement with outside
directors, Mana Nabeshima, Itsuo Hama, Kenji Hamashima, Yukiko Yoshimaru, and Yumi Yamaguchi to limit their liability.
The maximum amount of their liability based on such agreement is the amount stipulated by laws and regulations. In addition,
pursuant to the provisions of the Articles of Incorporation, the Company has entered into an agreement with outside Audit &Supervisory Board members, Yuhiko Saito, Takaaki Kato, and Hiromichi Matsushima to limit their liability. The maximum
amount of their liability based on such agreement is the amount stipulated by laws and regulations.

③ Summary of the contents of the directors and officers liability insurance agreement
The Company has concluded a directors and officers liability insurance policy with an insurance company as stipulated in
Article 430-3, Paragraph 1 of the Companies Act. The scope of the insured under the policy is directors, Audit & Supervisory
Board members, and executive officers of the Company, as well as officers of domestic and certain overseas subsidiaries, andthe insured does not bear insurance expenses. The insurance policy covers damages that may arise from the insured being held
liable for the performance of his/her duties or being subject to claims related to the pursuit of such liability. However, there arecertain exclusions, such as the insured is not covered for damages arising from acts committed by the insured with knowledge
that such acts violate laws and regulations.

52

④ Number of directors and requirements for resolution of election of directors
The Company’s Articles of Incorporation stipulate that the Company shall have no more than 11 directors. The Articles ofIncorporation also stipulate that the election of directors shall be resolved by a majority of the voting rights of the shareholders
present at a meeting where shareholders holding one-third (1/3) or more of the voting rights of shareholders who are entitled toexercise their voting rights are present, and that cumulative voting shall not be used.

⑤ Matters to be resolved at the General Shareholders Meeting that may be resolved by the Board of
Directors(a) Purchase of treasury shares
The Articles of Incorporation stipulate that the Company may purchase of treasury shares through market transactions, etc.
by a resolution of the Board of Directors pursuant to Article 165, Paragraph 2 of the Companies Act, in order to enable flexible
response in the event that a change in the business environment necessitates the purchase of treasury shares.
(b) Interim dividends
In order to flexibly return profits to shareholders, the Articles of Incorporation stipulate that the Company may pay interim
dividends with a record date of September 30 of each year by a resolution of the Board of Directors as stipulated in Article 454,
Paragraph 5 of the Companies Act.
(c) Dividends of surplus in cases where it is deemed difficult to hold the General Shareholders Meeting
The Articles of Incorporation stipulate that, in the event that the Board of Directors determines that it is difficult to hold theGeneral Shareholders Meeting due to unforeseen circumstances such as a disaster or an epidemic, it may determine matterssuch as dividends of surplus stipulated in Article 459, Paragraph 1, Items 2 through 4 of the Companies Act, by a resolution of
the Board of Directors unless otherwise provided by law.

⑥ Requirements for special resolutions of the General Shareholders Meeting
In order to facilitate the smooth operation of the General Shareholders Meeting by relaxing the quorum for special
resolutions, the Articles of Incorporation stipulate those resolutions in Article 309, Paragraph 2 of the Companies Act shall be
adopted by two-thirds (2/3) or more of the votes of shareholders present at the meeting where shareholders holding one-third(1/3) or more of the voting rights are present.

⑦ Basic policy on the control over the Company(a) Basic policy
In the event that the Company receives an acquisition proposal from anyone coming forward to propose the acquisition of
the Company’s shares, etc., we believe that the decision of whether or not to sell the Company’s shares in response to such a
proposal should ultimately be left to our shareholders. We also believe that, in order for shareholders to make an appropriate
decision, it is important that shareholders are provided with sufficient information on the acquisition proposal as well as theopportunity to look into matters such as the possibility of alternative proposals.
Having declared the Group’s mission to “Focus on Lifestyles, and Provide True Satisfaction” in the Nichirei Management
Principles, our vision is to “continue to support good eating habits and health by leveraging our state-of-the-art manufacturing
practices that optimize nature’s bounty, along with our leading-edge logistics services.” If the acquisition proposal places
importance exclusively on short-term economic efficiency and is incongruent with such Management Principles, vision or the
medium- to long-term management policy of the Group, we believe shareholders need to make a decision after obtaining
sufficient information in order to prevent the impairment of the Company’s corporate value, and in turn, the common interestsof its shareholders.
(b) Specific efforts to implement the basic policy(i) Special efforts to implement the basic policy
For a period of 3 years from April 2022, the Group is implementing the medium-term business plan “Compass Rose2024.” Through business activities based on the Nichirei Group Sustainability Policy: The Nichirei Pledge, the Group aims to
improve economic and social value by conducting management that pursues capital efficiency while fulfilling its social
responsibilities as a company that supports good eating habits and health.
On the financial front, capital from operating cash flow and asset liquidation will be used for investments to maintain andenhance corporate value, and for shareholder returns through dividends and stock buybacks. The basic policy for shareholder
returns is to maintain a stable dividend based on the consolidated dividend on equity ratio (DOE), and to conduct flexible
stock buybacks in consideration of capital efficiency and the market environment.
(ii) Efforts to prevent an inappropriate person/entity from gaining control in light of the basic policy
The Group is engaged in the businesses of processed foods, marine products, meat and poultry products, logistics, realestate and others. For the expansion of its physical business activities, the Group conducts businesses worldwide through its
subsidiaries and business establishments. Management of the Group is based on extensive knowledge of and a wealth ofexperience in these multiple businesses and relationships with customers, employees and clients/suppliers around the world;shareholders need to gain a sufficient understanding of these matters when deciding whether or not to accept the acquisition
proposal made by the proposer.

53

The Company strives to provide information to shareholders by proactively engaging in investor relations (IR) activities
on a day-to-day basis. In order for shareholders to properly decide whether or not to accept the acquisition proposal by the
proposer, provision of appropriate and sufficient information by both the Company and the proposer (description of theGroup’s management policy and business plan contemplated by the proposer, the impact of the acquisition proposal on
shareholders of the Company and the management of the Group, the impact on many stakeholders of the Group, approach tosocial responsibility and other information from the proposer) will be indispensable, in addition to securing the time needed
for shareholders to examine the proposal to decide whether or not to accept it. Depending on the circumstances, theCompany may look into the possibility of an alternative proposal and put it forward to shareholders, allowing shareholders tochoose a better proposal from the viewpoint of the Company’s corporate value, and in turn, the common interests ofshareholders.
The Company will take appropriate measures to the extent permitted by the Financial Instruments and Exchange Law, theCompanies Act and other relevant laws and regulations including requiring the proposer to provide necessary and sufficient
information for shareholders to properly decide whether or not to accept the acquisition proposal, disclosing the opinions,etc. of the Board of Directors of the Company, and endeavoring to secure the time and information needed by shareholders to
examine the proposal and continue to make efforts to ensure and improve its corporate value and the common interests ofshareholders.
(c) The Board of Directors’ decision on the specific efforts and the reasons for such decision
The aforementioned “(b) Specific efforts to implement the basic policy” is in line with the aforementioned “(a) Basic policy”
and is not detrimental to the corporate value of the Company or the common interests of its shareholders, nor is it intended tomaintain the status of the Company’s directors.

(2) Directors and Officers① List of directors and officers
13 men, 3 women (18.8% of executives are women)
Position

Name

April 2013
June 2014
June 2015
Kenya Okushi

January 15,
1965
April 2017
June 2017
April 2018
April 2019
May 2020
April 1989
April 2013
April 2015

Director(Senior Executive
Officer)

Masahiko
Takenaga

Number ofshares held
(hundreds ofshares)Joined the Company
General Manager of Business Coordination Division,
Nichirei Foods Inc.
General Manager of Strategic Planning Division,
the Company
Executive Officer; General Manager of Strategic Planning
Division, the Company
Director, Managing Executive Officer; in charge of Brand
Promoting Division, Human Resources Division, Business
Administration Division, Business Promoting Division,(Note) 4
Imported Products Procurement Strategy Division, andInternational Business Division; General Manager ofStrategic Planning Division, Nichirei Foods Inc.
Representative Director, President, Nichirei Foods Inc.
Director, Executive Officer, the Company
Director, Executive Officer; in charge of Strategic Planning
Division, the Company
Representative Director, President & Chief Executive Officer,
the Company (to the present)
Chairman, Japan Frozen Food Association (to the present)

394

Joined the Company
General Manager of Brand Promoting Division,
Nichirei Foods Inc.
Executive Officer; General Manager of Manufacturing
Strategy Division, and General Manager of Manufacturing
Administration Division, Manufacturing Division, Nichirei
Foods Inc.
Executive Officer; Executive General Manager of Consumer
Brand Division, Nichirei Foods Inc.
(Note) 4
Managing Executive Officer; Executive General Manager ofConsumer Brand Division, Nichirei Foods Inc.
Director, Managing Executive Officer; Nichirei Foods Inc.
Representative Director, President, Nichirei Foods Inc.
(to the present)
Director, Executive Officer, the Company
Director, Senior Executive Officer, the Company(to the present)

275

Career Summary
April 1988
April 2011

Representative Director,
President

Term ofofficeDate of Birth

September
16, 1964

April 2016
April 2017
June 2018
April 2019
June 2019
April 2023

54

Job title

Name

Date of Birth

Career Summary
April 1992
September
2009
April 2019

Director(Senior Executive
Officer)

Wataru Tanabe July 26, 1969

June 2020
April 2021
June 2021
April 2023
April 1991
September
2019
April 2021

February2022
Director(Senior Executive
Officer)
In charge of Accounting& Tax Division, Human
Resources Development
Division, Public
Relations & Investor
Relations Division,
Corporate Internal Audit
Division, Quality
Assurance Division, Real
Estate Division, andGeneral Manager ofFinance Division

June 2022

April 2023
Kenji Suzuki

February 18,
1967
June 2023

April 2024

April 1994
April 2012
Director(Senior Executive
Officer)
In charge of IT Strategy
Division, Sustainability
Strategy Division,
Diversity Promotion
Yuichi Takaku
Division,
General Manager ofStrategic Planning
Division and Innovation
Planning & Development
Division

April 2018
April 2021
April 2023
July 18,
1970
June 2023

April 2024

Number ofTerm of shares held
office (hundreds ofshares)Joined the Company
Representative Director, President, Nichirei Fresh Farm Inc.
Executive Officer; General Manager of Strategic Planning
Division, Nichirei Fresh Inc.
Director, Executive Officer; General Manager of Strategic
Planning Division, Nichirei Fresh Inc.
Representative Director, President, Nichirei Fresh Inc.
(to the present)
Director, Executive Officer, the Company
Director, Senior Executive Officer, the Company(to the present)
Joined the Company
General Manager of Finance Division, the Company(Note) 4

Executive Officer; General Manager of Business
Management Division, and General Manager of Finance
Division, the Company
Executive Officer; in charge of Accounting & Tax Division,
General Manager of Business Management Division,
General Manager of Finance Division, the Company
Director, Executive Officer; in charge of Accounting & Tax
Division, Management Business Division and Real Estate
Division, General Manager of Finance Division,
the Company
Director, Senior Executive Officer, Chief Financial Officer;
in charge of Accounting & Tax Division, Public Relations &(Note) 4
Investor Relations Division, Corporate Internal Audit
Division and Real Estate Division, General Manager ofFinance Division, the Company
Director, Senior Executive Officer, Chief Financial Officer;
in charge of Accounting & Tax Division, Public Relations &Investor Relations Division, Corporate Internal Audit
Division, Quality Assurance Division and Real Estate
Division, General Manager of Finance Division,
the Company
Director, Senior Executive Officer, Chief Financial Officer;
in charge of Accounting & Tax Division, Public Relations &Investor Relations Division, Human Resources
Development Division, Corporate Internal Audit Division,
Quality Assurance Division and Real Estate Division,
General Manager of Finance Division, the Company(to the present)
Joined the Company
Seconded to Nichirei Holding Holland B.V.,
Nichirei Logistics Group Inc.
General Manager of Strategic Planning Division,
Nichirei Logistics Group Inc.
Executive Officer; in charge of IT Strategy Division, General
Manager of Strategic Planning Division, the Company
Senior Executive Officer; in charge of IT Strategy Division
and Sustainability Management Division, General Manager (Note) 4
of Strategic Planning Division, the Company
Director, Senior Executive Officer; in charge of IT Strategy
Division and Sustainability Management Division, General
Manager of Strategic Planning Division, the Company
Director, Senior Executive Officer; in charge of IT Strategy
Division, Sustainability Strategy Division and Diversity
Promotion Division, General Manager of Strategic Planning
Division, General Manager of Innovation Planning &Development Division, the Company (to the present)

55

116

81

81

Job title

Name

Date of Birth

Career Summary

Number ofshares held
(hundredsof shares)(Note) 4-(Note) 429(Note) 4

6(Note) 4

20

April 1996
April 2014

Director(Senior Executive
Officer)

Outside Director

Outside Director

Outside Director

Joined the Company
Shanghai Representative Office,Nichirei Logistics Group Inc.
April 2017 General Manager, Bangkok Representative Office,Nichirei Logistics Group Inc.
April 2020 General Manager of Sales Strategy Division,
Nichirei Logistics Group Inc.
April 2021 Executive Officer; General Manager of Strategic Planning
Kazunori
February 5,
Division, General Manager of Sales Strategy Division,
Shimamoto
1972
Nichirei Logistics Group Inc.
June 2023
Director, Executive Officer; General Manager of Strategic
Planning Division, General Manager of Sales Strategy
Division, Nichirei Logistics Group Inc.
April 2024 Representative Director, President,
Nichirei Logistics Group Inc. (to the present)
June 2024
Director, Senior Executive Officer,
the Company (to the present)
August 1991 Joined Citibank, N.A., Tokyo Branch
October 2000 Joined Goldman Sachs Japan Co., Ltd.
January 2015 Joined DBS Bank Ltd.
August 2016 Representative Director and CEO,DBS Securities (Japan) Co., Ltd.
September Country Head of Japan, DBS Bank Ltd.
Mana Nabeshima July 4, 1966
2016
January 2020 Executive Officer; Head of Sales, HiJoJo Partners Inc.
July 2020 Vice Chairman, DIGITAL GRID Corporation (to the present)
December Representative Director, Wakiaiai Co., Ltd. (to the present)
2020
June 2021 Outside Director, the Company (to the present)
April 1977 Joined Lion Fat & Oil Co., Ltd. (currently Lion Corporation)
March 2008 Director; Executive General Manager of Household Products
Division, Lion Corporation
January 2009 Director; Executive General Manager of Household Products
Division; responsible for Advertising Department,
Behavioral Science Research Institute, Distribution Policy
and Customer Development Department, Lion Corporation
March 2010 Executive Director; responsible for Health Care Products
Division, Household Products Division, Gift and ChannelSpecific Products Division, Advertising Department,
Behavioral Science Research Institute, Distribution Policy
March 14,and Customer Development Department, Lion Corporation
Itsuo Hama
1954
January 2012 Representative Director, President, Executive Officer, Chief
Operating Officer; responsible for Risk Management,
Lion Corporation
March 2016 Representative Director, President and CEO, Chairman of
the Board of Directors, Executive Officer; Lion Corporation
January 2019 Representative Director, Chairman of the Board of Directors,
Chief Executive Officer; Lion Corporation
March 2022 Representative Director, Chairman of the Board of Directors;
Lion Corporation
June 2022 Outside Director, the Company (to the present)
March 2023 Executive Advisor, Lion Corporation (to the present)
April 1982 Joined Ushio, Inc.
April 1999 Director, President, CEO, Ushio America, Inc.
November Director, President, CEO, Christie Digital Systems, Inc.
2000
April 2004 Senior Group Executive Officer, Ushio, Inc.
April 2007 Group Managing Executive Officer, Ushio, Inc.
June 2010 Director, Senior Managing Executive Officer, Ushio, Inc.
April 2014 Representative Director, Senior Executive Vice President,
January 3,
Ushio, Inc.
Kenji Hamashima
1959
October 2014 Representative Director, Chief Executive Officer, Ushio, Inc.
April 2019 Corporate Advisor, Ushio, Inc.
April 2020 Special Counselor, Ushio, Inc. (to the present)
June 2020 Outside Director, Inabata & Co., Ltd.
June 2022 Outside Director, Audit and Supervisory Committee Member,
Inabata & Co., Ltd.
Outside Director, the Company (to the present)
June 2024 Outside Director, Takamatsu Construction Group Co., Ltd.
(to the present)

Term ofoffice56

Job title

Name

Date of Birth

Career Summary

Number ofshares held
(hundredsof shares)(Note) 4-(Note) 4-(Note) 5

16(Note) 5

9April 1982
April 1998

Outside Director

Outside Director

Audit & Supervisory
Board Member

Audit & Supervisory
Board Member

Joined Oki Electric Industry Co., Ltd.
Director, Oki America Inc., Head, New York Office,Oki Electric Industry Co., Ltd.
October 2004 General Manager, Diversity Development Office,Nissan Motor Co., Ltd.
February 1,
Yukiko Yoshimaru
April 2008 Joined Nifco Inc.
1960
June 2011 Executive Officer, Nifco Inc.
April 2018 Outside director, Sekisui House, Ltd. (to the present)
June 2019 Outside director, Mitsui Chemicals, Inc.
June 2021 Outside director, Daiwabo Holdings Co., Ltd. (to the present)
June 2024 Outside director, the Company (to the present)
April 1983 Joined Ministry of Transport (currently Ministry of Land,
Infrastructure, Transport and Tourism)
April 2001 Director of TF for 2002 FIFA World Cup International
Passengers Transportation, Policy Bureau,
Ministry of Land, Infrastructure, Transport and Tourism
August 2005 Director of Logistic Facilities Industries Division,
Policy Bureau, Ministry of Land, Infrastructure,
Transport and Tourism
July 2006 Vice-Governor, Okayama Prefecture
July 2014 Senior Vice Commissioner, Japan Tourism Agency,
March 31,
Yumi Yamaguchi
Ministry of Land, Infrastructure, Transport and Tourism
1961
October Executive Advisor, Corporate Planning & Strategy Division,
2015
Mitsui & Co., Ltd.
April 2016 Managing Officer, Mitsui & Co., Ltd.
President & CEO, Mitsui Global Strategic Studies Institute
July 2020 Managing Officer; Deputy Chief Strategy Officer, Deputy
Chief Digital Information Officer, Mitsui & Co., Ltd.
April 2023 Executive Advisor, Mitsui & Co., Ltd. (to the present)
April 2024 Outside Director, Mitsui O.S.K. Lines, Ltd.
(to the present)
June 2024 Outside director, the Company (to the present)
April 1987 Joined the Company
April 2013 General Manager of Funabashi Plant, Manufacturing
Division, Nichirei Foods Inc.
October 2013 General Manager of Funabashi Plant, General Manager of
Funabashi No. 2 Plant, Manufacturing Division,
Nichirei Foods Inc.
April 2015 Executive Officer; General Manager of Funabashi Plant,
General Manager of Funabashi No. 2 Plant, Manufacturing
Division, Nichirei Foods Inc.
January 6, April 2016 Executive Officer; General Manager of Manufacturing
Tatsushi Kato
1962
Division, Nichirei Foods Inc.
April 2019 Managing Executive Officer; General Manager of Quality
Assurance Department, Nichirei Foods Inc.
April 2020 Managing Executive Officer; General Manager of Quality
Assurance Department, General Manager of Research andDevelopment Department, Nichirei Foods Inc.
April 2021 General Manager of Corporate Social Responsibility
Headquarters, the Company
June 2021 Audit & Supervisory Board Member, the Company(to the present)
April 1987 Joined the Company
April 2005 Group Leader; Legal Affairs Support, Group Legal Affairs
Service Division, Nichirei Proserve Inc.
April 2011 Manager of Business Management Support Department,
May 13,
Tetsuro Katabuchi
Nichirei Proserve Inc.
1964
April 2013 General Manager of Legal Affairs, the Company
April 2022 Corporate Management Headquarters, the Company
June 2022 Audit & Supervisory Board Member, the Company(to the present)

Term ofoffice57

Job title

Name

Date of Birth

Career Summary
April 1983
September
2012
July 2014
April 2015

Outside Audit &Supervisory
Board Member

Yuhiko Saito

Appointed Public Prosecutor
Director-General of the Rehabilitation Bureau,
Ministry of Justice
Chief Prosecutor, Kyoto District Public Prosecutors Office
Chief Prosecutor,
Yokohama District Public Prosecutors Office
September Superintending Prosecutor,
January 27,
2016
Takamatsu High Public Prosecutors Office
1955
March 2017 Superintending Prosecutor,
Hiroshima High Public Prosecutors Office
January 2018 Retired from office
March 2018 Registered as an attorney (Dojima Law Office)(to the present)
June 2019 Outside Audit & Supervisory Board Member,the Company (to the present)

Number ofTerm of shares held
office (hundreds ofshares)20(Note) 5-(Note) 5-

April 1980

Outside Audit &Supervisory
Board Member

Takaaki Kato

Outside Audit &Supervisory
Board Member

Hiromichi
Matsushima

Joined The Fuji Bank, Limited(currently Mizuho Bank, Ltd.)March 2005 General Manager, Hong Kong Branch, Mizuho Corporate
Bank, Ltd. (currently Mizuho Bank, Ltd.)
April 2008 Executive Officer, Mizuho Securities Co., Ltd.
April 2009 Managing Executive Officer, Mizuho Securities Co., Ltd.
April 2011 Managing Executive Officer, Mizuho Securities Co., Ltd.,
June 12,Chairman, Mizuho Securities Asia Limited
1957
April 2013 Managing Executive Officer, KYB Corporation
June 2015 Member of the Board of Directors, Senior Managing
Executive Officer, KYB Corporation
June 2017 Representative Director, Executive Vice President
Executive Officer, KYB Corporation
June 2023 Corporate Advisor, KYB Corporation (to the present)
June 2024 Outside Audit & Supervisory Board Member,the Company (to the present)
April 1982 Joined Ministry of Agriculture, Forestry and Fisheries
May 1999 Counsellor, The Permanent Mission of Japan to
the International Organizations in Geneva,
Ministry of Foreign Affairs
October 2003 Director, Milk and Dairy Products Division, Livestock
Industry Department, Agricultural Production Bureau,
Ministry of Agriculture, Forestry and Fisheries
July 2005 Director, Regional Products and Industrial Crops Division,
Agricultural Production Bureau,
Ministry of Agriculture, Forestry and Fisheries
October 2006 Director, Administration Division, Agriculture, Forestry
and Fisheries Research Council Secretariat,
Ministry of Agriculture, Forestry and Fisheries
July 2007 Director, Personal Division, Minister's Secretariat,
Ministry of Agriculture, Forestry and Fisheries
January 20, January 2010 Director for Research Coordination, Policy Research
1958
Institute, Ministry of Agriculture, Forestry and Fisheries
August 2011 Counsellor (Environment and International Affairs),
Minister's Secretariat, Ministry of Agriculture, Forestry
and Fisheries
April 2013 Director-General, International Affairs Department,
Minister's Secretariat, Ministry of Agriculture, Forestry
and Fisheries, Councillor, Cabinet Secretariat
July 2014 Director General, Agricultural Production Bureau,
Ministry of Agriculture, Forestry and Fisheries
August 2015 Vice-Minister for International Affairs, Ministry ofAgriculture, Forestry and Fisheries
July 2019 Advisor, Ministry of Agriculture, Forestry and Fisheries
September Ambassador Extraordinary and Plenipotentiary to
2020
the Republic of Slovenia
June 2024 Outside Audit & Supervisory Board Member,the Company (to the present)(Note) 5

Total

1,051

58

(Notes)
1. “Number of shares held” is rounded down to the nearest 100 shares.
2. Mana Nabeshima, Itsuo Hama, Kenji Hamashima, Yukiko Yoshimaru, and Yumi Yamaguchi are outside directors.
3. Yuhiko Saito, Takaaki Kato and Hiromichi Matsushima are outside Audit & Supervisory Board members.
4. The term of office of directors shall expire at the close of the Ordinary General Shareholders Meeting relating to the last fiscal
year ending within 1 year after their election.
5. The term of office of Audit & Supervisory Board members shall expire at the close of the Ordinary General Shareholders Meeting
relating to the last fiscal year ending within 4 years after their election.
6. There are following 2 senior executive officers, excluding directors who serve concurrently as senior executive officers.

7.

Responsibilities and Concurrent Positions

Name

In charge of Human Resources Planning Division and Legal Department Division, General
Manager of General Affairs Division, General Manager of Secretarial Office

Yutaka Karino

Representative Director, President, Nichirei Biosciences Inc.

Hideo Yokoi

There are following 3 executive officers, excluding directors who serve concurrently as executive officers.
Responsibilities and Concurrent Positions

Name

General Manager of Quality Assurance Division

Takuji Okugawa

General Manager of IT Strategy Division

Jouji Sakaguchi

General Manager of Diversity Promotion Division

Emi Kataoka② Status of outside directors and outside Audit & Supervisory Board members
There are 5 outside directors and 3 outside Audit & Supervisory Board members.
The Company has established Criteria for Independence and appoints independent outside directors and independent outside
Audit & Supervisory Board members who meet the criteria. For details of the criteria for independence, please refer to theCompany’s “Bacic Policy on Corporate Governance.”
Outside directors, Mana Nabeshima, Itsuo Hama, Kenji Hamashima, Yukiko Yoshimaru, and outside Audit & Supervisory
Board members, Yuhiko Saito and Hiromichi Matsushima are not from the Company’s major corporate shareholders or major
business partners, and the Company believes that their roles and functions of supervision from an independent standpoint are
sufficiently secured.
There are business relationships between the Company’s subsidiaries and Mitsui & Co., Ltd. for which Yumi Yamaguchi, an
outside director, served as an executive officer until March 31, 2023. However, the annual payment from Mitsui & Co., Ltd. to
our Group is less than 1% of our Group’s annual consolidated net sales, and the company is not a major business partner, so we
believe that role and function to supervise from an independent standpoint are sufficiently secured.
In addition, Takaaki Kato, an outside Audit & Supervisory Board member, worked as an executive officer at Mizuho
Corporate Bank, Ltd. (currently Mizuho Bank, Ltd.), the Company’s main bank of account, until March 2008. However, theCompany is not solely dependent on borrowings from the bank and its influence on the Company is limited, the Company
believes that his role and function to supervise from an independent standpoint are sufficiently secured.
Outside directors are highly qualified in their respective fields of expertise and strive to contribute to the sustainable growthof the Company and the enhancement of the medium- to long-term corporate value by speaking from their professional
perspectives through the attendance to the Board of Directors meetings, strategic management bodies, and major advisorycommittees.

③ Mutual cooperation among supervision or audit by outside directors or outside Audit & Supervisory
Board members, internal audit, audit by the Audit & Supervisory Board members and accounting audit,
and relationship with internal control department
Outside Audit & Supervisory Board members monitor business execution through operational audits, accounting audit, andattendance at various meetings, and conduct audits in cooperation with the accounting auditor and the internal audit
department.
As a support system for outside directors and outside Audit & Supervisory Board members, when liaison or coordination
with internal departments is required to provide accurate information about the Company, the secretary in charge serves as apoint of contact and ensures to establish the necessary cooperation with the relevant internal departments.

59(3) Status of Audits① Status of audits by Audit & Supervisory Board members(a) Composition of Audit & Supervisory Board
The Audit & Supervisory Board of the Company consists of 2 Audit & Supervisory Board members and 3 outside Audit &Supervisory Board members, for a total of 5 members.
The Company has adopted a holding company structure, and as a cornerstone of the group-wide auditing system, Audit &Supervisory Board members of the Company and those of its 4 core subsidiaries (*) (hereinafter referred to as “Audit &Supervisory Board members of each company”) jointly conduct audits of the 4 core subsidiaries and their subsidiaries, thereby
enhancing the effectiveness of audits in response to group management.
(*) 4 core subsidiaries (Nichirei Foods Inc., Nichirei Fresh Inc., Nichirei Logistics Group Inc, Nichirei Biosciences Inc.)
1 of the Company’s 5 Audit & Supervisory Board members has many years of experience in the operations of financial
institutions and has considerable knowledge of finance and accounting.
(b) Activities of the Audit & Supervisory Board
During the current fiscal year, the Audit & Supervisory Board was held total of 17 times, and the average time spent per
meeting was 70 minutes.
Attendance of the Company’s Audit & Supervisory Board members at the Audit & Supervisory Board and the Board of
Directors meetings is as follows.
Position

Name

Attendance at the Audit &Supervisory Board meetings

Attendance at the Board of
Directors meetings

Audit & Supervisory
Board member

Tatsushi Kato

100% (17/ 17 times)

100% (19 / 19 times)

Audit & Supervisory
Board member

Tetsuro Katabuchi

100% (17 / 17 times)

100% (19 / 19 times)

Outside Audit & Supervisory
Board member

Yuhiko Saito

100% (17 / 17 times)

100% (19 / 19 times)

Outside Audit & Supervisory
Board member

Kiyoshi Asahina

100% (17 / 17 times)

100% (19 / 19 times)

Outside Audit & Supervisory
Board member

Muneaki Kiyota

100% (17/17 times)

100% (19 / 19 times)(c) Specific considerations at the Audit & Supervisory Board
At the Audit & Supervisory Board meetings for the current fiscal year, the followings were resolved or reported.
Resolutions: Evaluation of the accounting auditor, Audit of the accounting auditors’ audit report and audit related materials,
Audit report of the Audit & Supervisory Board, Audit policy, Audit plan and assignment of duties, Consent to the
proposal for appointment of Audit & Supervisory Board members, Reappointment of the accounting auditor,
Consent to the audit fee of the accounting auditor, Acknowledgement of non-assurance services provided by theaccounting auditor
Matters reported: Management trends (agenda items for the Board of Directors meetings and key executive meetings of the 4
core subsidiaries, and the Company’s important approval documents), Results of audit performance reviews,
Contents of the annual securities reports, Onsite inspections results and future onsite inspection plans, etc.
In addition to the above, the details of matters reported to the Group internal reporting system (a hotline) and status of their
responses are reported and shared to the Audit & Supervisory Board and the Audit & Supervisory Board confirms that thesystem is being properly operated.

60

(d) Activities of full-time and outside Audit & Supervisory Board members
Activities

Full-time

OutsideAttendance at the Board of Directors meetings

O

O

Attendance at important meetings(Management Committee, Various committees, Group Commitment Conference, etc.)

O

O (*)

Discussions with the representative director and president (twice a year)
Confirmation and sharing of Results of Audit & Supervisory Board members’ onsite inspections,and Progress and issues of the medium-term business planO

O

Meetings with internal directors

OO

Exchange of opinions with outside directors

OO

Conversation with and information gathering from executive officers, executive general managers
and general managers

O

Inspection of important documents(Approval documents, Important contracts, Other important documents, etc.)

O

Reports from and exchange of opinions with full-time Audit & Supervisory Board members ofsubsidiaries(Reports on audit activities by full-time Audit & Supervisory Board members of subsidiaries, andGroup-wide and individual meetings with full-time Audit & Supervisory Board members ofsubsidiaries)
Investigation of the status of design and operation of the internal control system(Exchange of opinions and information on audit policies and contents of the 4 core subsidiaries,
and Cooperation and investigation during onsite inspections of the domestic and overseas
subsidiaries)

O

O

O

Accounting audit(Attending audits by accounting auditors, Hearing reports from accounting auditors, Exchange of
opinions, and Determining the appropriateness of the accounting auditor’s audits)O

O

Financial Audit(Audit of quarterly securities reports, Audit of year-end financial statements, Audit of procedures,proposals and documents related to the General Shareholders Meeting, Audit of business reports,
and Audit of subsequent events)

O

O

Prior consent of non-assurance services provided by the accounting auditor and the same network
group(Discussion and resolution of prior consent for non-assurance services provided by the accounting
auditor and the same network group in accordance with the revised Code of Ethics of the JapaneseInstitute of Certified Public Accountants)O

O

Cooperation with accounting auditors and internal audit department

O

O(*) Outside Audit & Supervisory Board members participate in the Company’s Management Committee on a voluntary basis as an observer.

In addition to attending the Board of Directors meetings, in accordance with the audit policy and assignment of duties
determined by the Audit & Supervisory Board, the Company’s Audit & Supervisory Board members attended other important
meetings, interviewed directors and other relevant personnel, reviewed important approval documents, communicated andexchanged information with the Audit & Supervisory Board members of subsidiaries, and confirmed business reports fromsubsidiaries. In addition, in accordance with the audit plan, the Audit & Supervisory Board members conducted interviews withsenior management and investigated the business operation and the status of assets, mainly focusing on important domestic andoverseas sites (21 domestic companies and 20 overseas companies in 10 countries). (Brazil, China, the Netherlands, Germany,
Poland, the United Kingdom, the United States, Malaysia, Vietnam, Thailand)
In light of the importance of mutual cooperation between audits (the threefold audit), the Audit & Supervisory Board
members also work closely with the accounting auditors through discussions (20 times) and with the Audit & Supervisory
Board members of 4 core subsidiaries and the internal audit department through regular meetings (12 times) to share
information and exchange opinions more extensively, and improve audit quality and audit efficiency.

61

(Reference) Details of Cooperation between Audit & Supervisory Board members and Accounting Auditor
Details ofcooperation(FY2024 results)

Summary

Apr MayJun

Quarterly review
reportExplanation of the status of financial audits

Audit plan

Explanation of audit plan and proposed
audit fees●

Explanation ofaudit results

Explanation of the audit results based on the
Companies Act, andDiscussion with Audit & Supervisory Board●

Accounting
auditor’s audit
reportExplanation of the audit results based on the
Financial Instruments and Exchange Act
and the final content of key audit matters(KAMs)●

Exchange of
information andopinions

Exchange of information and opinions on;
Implementation and revision of various
regulations and laws, New methods andissues in accounting audits, Status of Audit& Supervisory Board Members onsite
inspection, and Key audit matters (KAMs).

●

Jul

Aug

Sep

Oct

●

Nov

Dec

Jan

●

Feb

Mar

●

●

●

●

●

●

●

② Status of internal audits(a) Organization, resources and procedures of internal audit
Internal audit at the Company is handled by the Corporate Internal Audit Division (14 employees), which is an internal audit
department of the Group. Corporate Internal Audit Division examines and advises on the status of internal controls across all
management activities through operational and accounting audits, and thereby strives to ensure observance of the Code of
Conduct and strict compliance, and raise awareness of risk management. In addition, the division conducts facility audits whereauditing the status of facilities such as production plants and logistics centers and providing appropriate guidance and advice.
(b) Mutual cooperation among internal audits, audit by Audit & Supervisory Board members and accounting audit, andrelationship between these audits and the internal control department.
Accounting auditor is Ernst & Young ShinNihon LLC. The audits are statutory audits, etc. of the Group and, in addition, foreach individual subject, the accounting auditor preliminary confirms the appropriateness of accounting procedures andcompliance with accounting standards, and provides advice accordingly. While maintaining their independence, Audit &Supervisory Board members of each company and the accounting auditor try to communicate with each other actively, shareaudit issues, mainly in the evaluation of the internal control system of the Group, and cooperate as follows to improve thequality and efficiency of their audit work.
・The accounting auditor holds meetings to report and exchange opinions with Audit & Supervisory Board members of eachcompany at the time of formulating the audit plan.
・Audit & Supervisory Board members of each company and the accounting auditor, together with the Corporate Internal
Audit Division, hold regular liaison meetings to discuss the status of audit implementation and other matters. In addition,
Audit & Supervisory Board members of each company attend audit sites of the accounting auditors as necessary.
・Audit & Supervisory Board members of each company regularly exchange information with the accounting auditor,
including receiving explanations of the contents of the accounting auditor’s audit report, etc.
(c) Efforts to ensure the effectiveness of internal audits
Internal audit department encourages audited departments to improve on audit findings and requests reports on the status of
improvement with set deadlines to ensure effectiveness and efficiency.
In addition, audit results and status of improvements are reported to the representative director on a quarterly basis, to theBoard of Directors on a semi-annual basis, and to full-time Audit & Supervisory Board members on a regular basis (12 times),and opinions are exchanged.

③ Status of accounting audit(a) Name of audit firm
Ernst & Young ShinNihon LLC(b) Continuous audit period
72 years since the statutory audit based on the Securities and Exchange Law began in 195162

(c) Certified public accountants who performed audit
Designated and Engagement Partner: Makoto Ishii
Designated and Engagement Partner: Fumio Uemura
Designated and Engagement Partner: Hiroshi Minagawa(Note) EY Ernst & Young ShinNihon LLC implemented the rotation of the engagement partner. They have not involved in
the audit for more than 7 consecutive accounting periods. The lead engagement partner has not been involved in theaudit for more than 5 consecutive accounting periods. The engagement partners will have an interval of 5 accounting
periods after being replaced. The lead engagement partner will not be involved in the company again.
(d) Composition of assistants for audit
Certified public accountants 5 persons, Other 39 persons(e) Policy and reasons for selection of the audit firm
Ernst & Young ShinNihon LLC was selected as the accounting auditor of the Company based on the Company’s judgmentthat it has a system in place to ensure that the Company’s accounting audit is performed properly, taking into consideration thestatus of performance of its duties, audit system, independence, and expertise, comprehensively.
[Policy on Dismissal or Non-Reappointment of Accounting Auditors]
The Audit & Supervisory Board shall dismiss the accounting auditor with the unanimous consent of all Audit & Supervisory
Board members if it determines that the accounting auditor falls under any of the items of Article 340, Paragraph 1 of theCompanies Act. In addition, the Audit & Supervisory Board shall, aside from the cases of the Company’s convenience, basedon the resolution of the Audit & Supervisory Board, make the dismissal or non-reappointment of the accounting auditor an
agenda item for the General Shareholders Meeting when it deems it necessary, such as when the accounting auditor is deemed
insufficient to perform audits from the viewpoint of audit quality, quality control, and independence, etc..
(f) Evaluation of the audit firm by the Audit & Supervisory Board members and Audit & Supervisory Board
The Audit & Supervisory Board members and the Audit & Supervisory Board have evaluated Ernst & Young ShinNihon
LLC and its audit team on the following points in accordance with the “Accounting Auditor Evaluation Standards” formulatedby the Audit & Supervisory Board, and, as a result, have determined that they are adequate to perform the audit of theCompany and the Group and reappointed them as accounting auditors.
・The audit firm’s quality control system and the results of its external review evaluation・Independence, professionalism and demonstration of professional skepticism of the audit team and audit members
・Planning and steady implementation of audit plans based on risk analysis
・Effective communication with Audit & Supervisory Board members and other relevant parties
・Effective communication with management and the internal audit department
・Sufficient communication with its network firms and other accounting auditors in the group audits
・Appropriate assessment of fraud risk and due consideration in audit planning and practice・Reasonableness of resources devoted to audit work and associated audit fees

④ Details of audit fees(a) Professional fees to the auditing certified public accountants(Millions of yen)Previous fiscal year
Classification

Professional fees foraudit attestation services

Current fiscal year

Professional fees for
non-audit services

Professional fees foraudit attestation services

Professional fees for
non-audit services

Filing company

66

1

75

2

Consolidated subsidiaries

40

－

41

1

Total

107

1

117

4

The Company and its consolidated subsidiaries pay for services other than those stipulated in Article 2, Paragraph 1 of theCertified Public Accountants Act (non-audit services), such as advice and guidance related to the preparation of the financial
statements in English.

63

(b) Professional fees to the same network (Ernst & Young Group) of the auditing certified public accountants (excluding (a))(Millions of yen)Previous fiscal year
Classification

Professional fees foraudit attestation services

Current fiscal year

Professional fees for
non-audit services

Professional fees foraudit attestation services

Professional fees for
non-audit services

Filing company

－

1

－

14

Consolidated subsidiaries

53

49

59

44

Total

53

50

59

59

The Company and its consolidated subsidiaries pay for services other than those stipulated in Article 2, Paragraph 1 of theCertified Public Accountants Act (non-audit services), such as corporate tax and income tax filing services.
(c) Professional fees for other significant audit attestation services
Not applicable(d) Policy for determining audit fees
There is no applicable information regarding the Company’s policy for determining audit fees to the auditing certified public
accountants. However, the Company determines audit fees with the consent of the Audit & Supervisory Board, based on theassumption that the audit attestation work will be performed adequately, taking into consideration the characteristics of thework, the number of audit days and other factors comprehensively.
(e) Reasons the Audit & Supervisory Board agreed to the professional fees to the accounting auditor
After carefully examining the details of the accounting audit plan for the current fiscal year explained by the audit team, suchas the number of audit days and staffing, verification and evaluation of the audit performance of the previous fiscal year, thestatus of the accounting auditor’s audit implementation, and the basis for calculating the estimates on which the audit fee isbased, the Audit & Supervisory Board has determined that the aforementioned information is reasonable and agree on theamount of processional fees to the accounting auditor.

(4) Remuneration for Directors (and other officers)① Policy on determination of directors (and other officers) remuneration(a) Method to determine the policy and changes in the policy for determining directors (and other officers) remuneration(i) Method to determine the policy for determining directors (and other officers) remuneration
The Remuneration Advisory Committee deliberates on the appropriateness of the policy for determining the remunerationof each individual director of the Company every fiscal year, and then the Board of Directors makes a decision on the policy.
In its deliberations, the Remuneration Advisory Committee takes into consideration changes in the management environment
and the opinions of shareholders and investors, and obtains information necessary for its deliberations from third-party
organizations with extensive global experience and knowledge.
(ii) Changes in the policy for determining for directors (and other officers) remuneration
As described later in “④ Operation of the Remuneration Advisory Committee for the current fiscal year,” following thedeliberations of the Remuneration Advisory Committee during the current fiscal year, the Board of Directors has determinedthat the current remuneration system for directors (and other officers) is generally appropriate. On the other hand,
expectations for role of outside directors have increased in recent years, and we need to acquire capable outside humanresources with diverse backgrounds. In response to the need, we have changed the remuneration market survey data we refer
to when determining the remuneration levels of outside directors from “remuneration levels of companies similar in businesstype and size to ours” to “remuneration levels of companies similar in size to ours (all industries).” In addition,“Chairperson’s allowance” is added when an outside director assumes the position of the chairperson of the Nomination
Advisory Committee or the Remuneration Advisory Committee. There are no other significant changes to the policy for
determining directors (and other officers) remuneration for FY2025.

64

(b) Policy for determining directors (and other officers) remuneration(i) Basic policy
Directors (excluding outside directors)
・Remuneration shall strongly encourage directors to perform their duties in accordance with the Group’s management
principles, “Sustainability Policy - The Nichirei Pledge” and management strategy
・In order to achieve the long-term management goals, remuneration shall strongly motivate directors to achieve specificmanagement goals with regard to the Group’s material matters (materiality) and its medium-term business plan.
・In order for remuneration to function as a proper incentive toward the sustainable growth of the Group, the ratio of
remuneration linked to short-term results and performance of duties (performance-linked bonuses) and remuneration
linked to medium- to long-term results and corporate value (stock compensation) shall be set in appropriate manner.
・Remuneration shall be adequate treatment for the positions as directors and executive officers of the Company inconsideration of the significance of the Group’s social roles and responsibilities, trends at companies competing with theGroup in business and human resources, including those in the food and logistics industries, and changes in the businessenvironment.
Outside directors
・In light of their role to supervise the Company’s management from an independent and objective standpoint,
remuneration shall be only base remuneration (fixed remuneration).
(ii) Composition and levels of remuneration
Directors (excluding outside directors)
Remuneration for directors, excluding outside directors, shall consists of “Role-based remuneration” and “Director
allowances” as base remuneration (fixed remuneration) and “Performance-linked bonuses” and “Stock compensation” asvariable remuneration, as shown below table. The ratio of “Role-based remuneration,” “Performance-linked bonuses,” and“Stock compensation” related to the execution of duties shall be set so that the standard amount would be approximately
60%:20%:20%. Remuneration levels shall be set at appropriate amounts with reference to objective remuneration market
survey data (remuneration levels of companies competing with our Group in business and human resources, including thosein the food and logistics industries), taking into consideration the responsibilities and number of our directors and futurechanges in the business environment, and incorporating the opinions of third-party organizations.
Composition
Purpose/Description
ratio
Role-based
Approx.
Basic remuneration for the execution of duties (performance of duties)
Base
remuneration
60%
Set according to the significance of the role of each director
Remuneration
Remuneration for the responsibilities of making management decisions and supervising the execution(FixedDirector
Fixedof the management decisions
Remuneration) allowances
amountSet at a uniform amount for all directors
Remuneration for motivating directors to achieve annual financial and strategic goals
Performance- Approx.
The amount paid upon achievement of goals (“standard amount”) is set as a percentage of role-based
linked bonuses
20%
remuneration
Paid within a range of 0% to 200% of the standard amount according to the degree of achievement
Variable
Remuneration for encouraging management from a long-term/Group-wide perspective and theRemunerationStockperspective of shareholders and investors
compensation Approx.
Value of shares delivered each fiscal year (“standard amount”) is set as a percentage of role-based(Restricted
20%
remuneration
shares)Restricted shares are delivered every year in an amount equal to the standard amount, and restrictions
are lifted upon directors’ retirement
Remuneration Composition

Outside directors
Outside directors shall be paid only a base remuneration (fixed remuneration). Base remuneration consists of “Basic
remuneration,” which is paid in a uniform amount to all outside directors as a member of the Board of Directors, and“Chairperson’s allowance,” which is additionally paid to the chairperson of the Nominating Advisory Committee or theCompensation Advisory Committee. The level of remuneration shall be set at an appropriate amount, taking into
consideration the time and effort spent by each outside director to fulfill their expected roles and functions, as well as
objective remuneration market survey data (remuneration levels of companies similar in size to ours (all industries).
(iii) Performance-linked bonuses
The amount of money to be paid to each individual as a performance-linked bonuses varies within a range of 0% to 200% of
the standard amount for each position, depending on the achievement degree of the Company-wide, business, and individual
performance targets.

65

Amount of individual bonus = Standard amount by position × Performance evaluation coefficient (0%-200%)*Performance evaluation coefficients are weighted averages of the evaluation coefficients for each performance indicators(KPI).
Evaluation Weight
Performance
Indicators (KPI)

Reasons for selection

Company-wide performance evaluation

Representative director

Director(In charge of
Function)

Director(In charge ofBusiness)

100%

70%

60%

Net sales

Expansion of size of Company

10%

5%

10%

EBITDA

Improvement of ability to generate cash
and profitability of core businesses

40%

30%

20%

ProfitImprovement of shareholder returns

10%

5%

10%

ROIC

Optimization of business portfolio andimprovement of capital efficiency

20%

15%

10%

ESG third-party
evaluation (*)

Strengthen response to sustainabilityrelated issues

20%

15%

10%

Business performance evaluation

－

－

30%

Net sales

Expansion of size of Company

－

－

5%

EBITDA

Improvement of ability to generate cash
and profitability of core businesses

－

－

15%

ROIC

Optimization of business portfolio andimprovement of capital efficiency

－

－

10%

Individual performance evaluation

－

30%

10%

Responding to medium- and long-term strategic issues andinitiatives, including ESG

－

30%

10%

Total

100%

100%

100%

(*) For ESG third-party evaluation, we utilize the assessments of multiple ESG assessment organizations to ensure
objectivity and fairness. Specifically, we utilize the following 3 types of assessment.
ESG Third-party evaluation

Reasons for selection

・FTSE4Good Index Series
・MSCI ESG Ratings
・CDP Climate Change・Appropriate management of ESG-related risks
and opportunities
・Strengthening of response to climate change(iv) Procedures for determining remuneration
In order to ensure the appropriateness and objectivity of the matters related to remuneration for individual directors, theBoard of Directors shall make decisions on such matters after deliberations and reports by the Remuneration Advisory
Committee, which is comprised mainly of independent outside directors. In its deliberations, the Remuneration Advisory
Committee shall take into account changes in the management environment and the opinions of shareholders and investors, andshall properly obtain information necessary for its deliberations from an objective and professional standpoint.
In the process of determining the performance-linked bonuses to be paid to each individual, the individual performancetargets and evaluations shall be drafted by the representative director and president, who is delegated by the Board of Directors,
after interviewing each director, and shall be decided by the representative director and president after deliberation by the
Remuneration Advisory Committee. The determined individual performance targets and evaluation results shall be reported to
the Board of Directors in a timely and appropriate manner to ensure the objectivity and fairness of the evaluation. The final
bonuses to be paid to each individual shall be drafted by the representative director and president, and decided by the Board of
Directors after deliberation by the Remuneration Advisory Committee.
(v) Other important matters
In the event of a deterioration in the Company’s business performance, or in the event of quality problems, serious accidents,
or scandals that damage the Company’s corporate value or brand value, the Company may reduce or deny the remuneration,etc., to directors.
With respect to the performance-linked bonuses, when factors that should be taken into account as temporary special factorsthat were not assumed when the targets were set at the beginning of the fiscal year arise, performance may be evaluated after
eliminating the effects of such factors, and the bonuses paid to each individual director may be calculated.

66With respect to the performance-linked bonuses, in the event that a director violates the law or his/her duty of care or fidelity
as a director before the bonus is paid, or in the event that such a violation is discovered within 2 years after the bonus was paid,
or in the event of other similar events, the director’s right to receive the bonus, who related to such violation, shall be
extinguished, and the Company may request to return the bonus actually paid.
Remuneration for executive officers who do not concurrently serve as directors shall be determined in accordance with theCompany’s policy for determining such remuneration for directors.

② Remuneration for directors (and other officers) for the current fiscal year(a) Total amount of remuneration for directors (and other officers) in FY2024

Classification
Directors(excluding outside directors)
Outside directors
Audit & Supervisory Board
members (excluding outside Audit& Supervisory Board members)
Outside Audit & Supervisory
Board members
Total

Total amount of remuneration by type(Millions of Yen)
Baseremuneration

Total amount of
remuneration
Performance- Restricted stock(Millions of yen)
linked bonuses compensation

Number of
executives(persons)

118
(218)

36
(69)

69
(69)

224
(358)

7
(7)

48

－

－

48

4

48

－

－

48

2

32

－

－

32

3

246
(346)

36
(69)

69
(69)

353
(486)

16
(16)

(Notes)1. The above table includes 1 director who retired at the close of the 105th Ordinary General Shareholders Meeting heldon June 27, 2023.
2. The total amount of remuneration, etc. above is stated as the total amount of remuneration, etc. borne by the Company(Total amount of remuneration paid or to be paid, or expenses, etc. borne by the Company). The amounts in parentheses
for Directors (excluding outside directors) and Total are the total amount of consolidated remuneration, etc. to be borneby the Company and its subsidiaries.
3. The above “Base remuneration” amount is the total amount of remuneration, etc. paid in FY2024 (all monetary
remuneration).
4. The above “Performance-linked bonuses” amount is estimated bonus payments for FY2024 (amount based on the
results of FY2024 performance and other factors, and expected to be paid in June 2024 or later) add the difference
between estimated bonus payments for FY2023 at the time of filing of the annual securities report for the previous fiscal
year and the amount actually paid after June 2023 (all monetary remuneration).
5. The amount of “Restricted stock compensation” above is the total amount expensed in FY2024. In FY2024, theCompany granted monetary compensation claims to 6 directors (excluding outside directors) and had all such claims
contributed in kind to the Company, resulting in the delivery of 23,439 shares of common stock of the Company asstock compensation. The delivery of such shares is subject to the condition that they do not transfer the shares until they
retire from the positions as directors of the Company.
* The Company has introduced a restricted stock compensation plan similar to that for directors for executive officers
who do not concurrently serve as directors, and 9,614 shares of the Company's common stock were delivered to 4
executive officers in FY2024.
6. The maximum amounts of remuneration, etc. for directors and Audit & Supervisory Board members approved at theGeneral Shareholders Meeting are as follows.
Classification

Date of resolution at theGeneral Shareholders
Meeting

Base remuneration

Performancelinked bonuses

Director

June 25, 2024
(The 106th Ordinary
General Shareholders
Meeting)

Up to¥270 million(including Outside
directors:
up to ¥100 million)

Up to ¥130
millionAudit &
Supervisory
Board members

June 26, 2012
(The 94th Ordinary
General Shareholders
Meeting)

Up to ¥120 million－

Restricted stock

Up to ¥100
millionUp to 70,000
shares－Number of executives(persons)
11(including Outside
directors: 4)5(including Outside
Audit & Supervisory
Board members: 3)*The maximum amount of remuneration, etc. for directors does not include salaries as an employee for directors who
concurrently serve as employees.

67

(b) Total amount of consolidated remuneration, etc. of persons whose total amount of consolidated remuneration, etc. is 100
million yen or more
There is no director (or other officer) whose total amount of consolidated remuneration is 100 million yen or more.
(c) Significant employee salaries for the directors concurrently serving as employees
Not applicable(d) Calculation method and evaluation results of performance-linked bonuses for FY2024
The amount of each director’s FY2024 bonus payment is expected to range from 88.0% to 126.7% of the standard bonus
amount, based on the calculation method below and the evaluation of performance and other factors. Please refer to “①Policy
on determination of directors (and other officers) remuneration (b) Policy for determining directors (and other officers)
remuneration (iii) Performance-linked bonuses” for the reasons of selection of each performance indicator (KPI) for the
calculation of the performance evaluation coefficient.


Amount of individual bonus = Standard amount by position × Performance evaluation coefficient*performance evaluation coefficients are weighted averages of the evaluation coefficients for each performance indicator(KPI).

Evaluation Weights
Performance Indicators
Director
Director
Business
Representa(KPI)(In charge of (In charge oftive director

Function)

Business)

Net sales

10%

5%

10%

EBITDA

40%

30%

20%

10%

5%

10%

20%

15%

10%

Companywide
Profitperformance
evaluation ROIC

ESG
third-party
evaluation

15%¥ 680,091 million

107.5%¥ 60,168 million¥ 61,130 million

108.0%¥ 22,400 million¥ 24,495 million

146.8%

7.5%

125.0%

6.7%

ConsoliMSCI*2: AA
dated
*3

10%

CDP : A-－

5%

Business EBITDA
performance
evaluation

－

－

15%

－

－

10%

Total

¥ 675,000 million*1

FTSE : Continued Adoption FTSE : undetermined20%－

Individual performance
evaluation

Evaluation
coefficientfor each
KPI

FY2024
Results*1

Net sales

Simplified
ROIC *7

Consolidated
Consolidated
Consolidated
Consolidated

FY2024
Target

－

30%

10%

100%

100%

100%

NF*4
NFR*5
NL*6
NF*4
NFR*5
NL*6
NF*4
NFR*5

¥ 296,000 million¥ 135,000 million¥ 255,000 million¥ 25,990 million¥3,043 million¥ 27,890 million
9.3％
Marine Products 5.7%
Meat and Poultry
Products 23.0%

MSCI*2: undetermined
CDP*3: A-

undetermined(50% to150%)¥ 290,866 million¥ 143,429 million¥ 257,355 million¥ 26,897 million¥ 2,030 million¥ 27,968 million
10.8％

91.3%
162.4%
109.2%
117.4%
52.4%
101.4%
175.0%

Marine Products 2.9%
Meat and Poultry
Products 12.4%

0.0%
0.0%

NL*6
7.3％
7.2％
75.0％
Individual evaluation of;progress in medium- to long-term strategic issues and
75% toinitiatives, performance of duties in line with the125%“Sustainability Policy - The Nichirei Pledge” anddemonstration of leadership, etc.
Weighted average or performance
88.0% toevaluation coefficient for each director
126.7%(Notes)
1. FTSE4Good Index Series (evaluation results to be finalized around June to September)
2. MSCI ESG Ratings (evaluation results to be finalized around June to October)
3. CDP Climate Change
4. NF: Processed foods business: Applied to evaluation of the director and senior executive officer(concurrently serving as President of Nichirei Foods Inc.).
5. NFR: Marine products and Meat and poultry products business: Applied to evaluation of the director andsenior executive officer (concurrently serving as President of Nichirei Fresh Inc.).
6. NL: Logistics business: Applied to evaluation of the director and senior executive officer(concurrently serving as President of Nichirei Logistics Group Inc.).
7. Simplified ROIC…Operating profit after income tax / Major capital employed (Operating funds + Tangible andintangible non-current assets)68

③ Targets for the following fiscal year
The target performance indicators of remuneration for directors (and other officers) for FY2025 are as follows.
Assessment Classification

Performance indicator
Consolidated Net sales

Company-wide performance evaluation

Target(Millions of yen)
690,000

Consolidated EBITDA

64,700Consolidated Profit

24,800Consolidated ROIC (%)
Processed foods

7.5

Net sales

310,000

EBITDA

28,300

Simplified ROIC (%)
Marine products
Business
performance
evaluation

11.4

Net sales

50,000EBITDA

1,500

Simplified ROIC (%)
Meat and poultry
products

Logistics

7.5

Net sales

68,000EBITDA

1,300

Simplified ROIC (%)

16.8

Net sales

274,000

EBITDA

30,700

Simplified ROIC (%)

7.5④ Operation of the Remuneration Advisory Committee for the current fiscal year(a) FY2024 Remuneration Advisory Committee Activities
With respect to the determination of the remuneration of directors for FY2024, the Remuneration Advisory Committee
was held 5 times between May 2023 and May 2024, with all members in attendance. In addition, a remuneration consultant
from a third-party organization (WTW: Willis Towers Watson) was present at 3 of the 5 meetings for the purpose ofproviding objective and professional information necessary for deliberations.
The main matters deliberated and confirmed on regarding directors’ remuneration in FY2024 are as follows, and theRemuneration Advisory Committee decided contents of the report to the Board of Directors regarding the results ofdeliberations.
・With regard to the performance-linked bonuses for FY2023, the Remuneration Advisory Committee deliberated
additional amount to be paid since the ESG third-party evaluation, one of the performance evaluation indicators, hasbeen finalized and the evaluation was higher than originally expected.
・Remuneration Advisory Committee deliberated or confirmed the standard amount of remuneration for each individual
director for FY2024, the performance targets and evaluation criteria for performance-linked bonuses, and the number ofshares of restricted stock to be delivered.
・Remuneration Advisory Committee has examined the appropriateness of the remuneration system and the level andcomposition ratio of remuneration for directors, taking into consideration changes in the business environment and thedemands of shareholders and investors, as well as the results of comparisons with other companies. As a result of thisreview, we confirmed that, due to the recent trend of rising remuneration levels at other companies, the relative positionof the Company’s directors and officers has declined, in particular, the remuneration of the president and outside
directors has been continuously below the medium level of comparable companies. Therefore, the Remuneration
Advisory Committee deliberated revising the amount of remuneration to be increased starting FY2025 in line with thepolicy on determination of directors (and other officers) remuneration. In addition, since the roles of the Nomination
Advisory Committee and the Remuneration Advisory Committee are expanding and the burden on the chairpersons toperform the duties is increasing, the Remuneration Advisory Committee deliberated to add “Chairperson’s allowance”
to the base remuneration of outside directors starting in FY2025.
・Remuneration Advisory Committee deliberated recommending to the Audit & Supervisory Board a revision to increasein the remuneration of the inside Audit & Supervisory Board members, as it has been continuously below the medium
level of comparable companies.
・Remuneration Advisory Committee has confirmed the written contents of remuneration for directors (and other officers)
in the business report and the annual securities report.

69

・With regards to the performance-linked bonuses for FY 2024, Remuneration Advisory Committee deliberated theappropriateness of the company-wide performance evaluation, the evaluation of each business, and the individual
evaluation of each director proposed by the representative director and president, as well as the appropriateness of theamount to be paid to each individual based on the results of those evaluations.
(Notes)
1. Remuneration Advisory Committee reports and advises the Board of Directors on the above in a timely andappropriate manner. The Board of Directors determines the details of remuneration for each individual director
based on the contents of such reports and recommendations. However, the individual performance evaluation in theprocess of determining the amount of individual performance-linked bonuses for FY2024 is drafted by the
representative director and president (Kenya Okushi) after interviewing each director from the position as the chief
executive officer of the Group, and is decided after deliberation by the Remuneration Advisory Committee. On theother hand, the final bonuses to be paid to each individual, based on the results of the individual performance
evaluation, the company-wide performance evaluation, and the evaluation of each business, is determined by the
Board of Directors based on the reports and advises from the Remuneration Advisory Committee.
2. Remuneration for executive officers who do not concurrently serve as directors are also determined through thesame process described above.
(b) Comments by the Board of Directors on the appropriateness and reasonableness of the FY2024 remuneration
In determining the details of individual director’s remuneration for FY2024, as stated in (a) above, the Remuneration
Advisory Committee, led by the independent outside directors, has conducted a multifaceted review based on objective andprofessional information necessary for deliberation, including consistency with the decision policy, and the Board of Directors
also basically respects the report and judges it to be in line with the decision policy.

(5) Equity Securities Held
① Criteria and approach to classification of investment in equity securities
The Company classifies investment in equity securities into 2 categories: investment in equity securities held for pureinvestment and investment in equity securities held for other than pure investment. If the Company judges that investment inequity securities will contribute to improve the Company’s corporate value through the maintenance and strengthening ofbusiness and cooperative relationships, etc., the securities are classified as investment in equity securities held for other thanpure investment.

② Investment in equity securities held for other than pure investment(a) Holding policy, methods of verifying the rationality of holding and details of verification by the Board of Directors regarding
the appropriateness of holding individual security
The Board of Directors verifies the medium- to long-term economic rationality of the individual strategic-holding security on
an annual basis, and accordingly sells the security if it finds the rationale insufficient to justify maintaining such holdings. In
conducting the verification, the Board of Directors makes a comprehensive judgment based on a careful examination ofindividual security as to the benefits, such as profits from transactions and dividends, and whether risks are commensurate withthe cost of capital, as well as considering a qualitative assessment of strategic importance and other factors.
(b) Number of security names and balance sheet amount
Number of
security
names

Total Balance sheet amount(Millions of yen)

Equity securities not listed

4560

Equity securities other thanthose not listed

15

28,876(Security names whose number of shares increased in the current fiscal year)
Number of
security
names

Total acquisition cost
related to increase in thenumber of shares(Millions of yen)

Reason for increase in the number of shares

Equity securities not listed

－

－

－

Equity securities other thanthose not listed

－

－

－

70

(Security names whose number of shares decreased in the current fiscal year)
Number of
security
names

Total sales amount related todecrease in the number ofshares(Millions of yen)

Equity securities not listed

10Equity securities other thannot listed－－(c) Information on the number of shares and balance sheet amount for each security name of specified investment equity
securities and deemed holding shares(i) Specified investment equity securities

Security nameCurrent fiscal year

Previous fiscal year

3,460,457

3,460,457

Purpose of holding, Outline of businessalliances,
etc., Quantitative holding effects,
Number of shares
Number of shares
and Reason for the increase
Balance sheet amount Balance sheet amountin the number of shares(Millions of yen)
(Millions of yen)

NISSHIN SEIFUNGROUP INC.

Fuyo General Lease
Co., Ltd.

7,265

5,367

416,600

416,600

5,732

3,749

1,555,007

1,555,007

4,400

3,464

700,000

700,000

3,934

2,275

2,008,178

2,008,178

1,530

1,429

926,160

926,160

Kewpie Corporation

Mitsubishi ShokuhinCo., Ltd.
THE KYOTO
HOTEL LTD.

Mitsubishi UFJ
Financial Group, Inc.

SOMPO
Holdings Inc.

1,442

785

121,685

121,685

1,164

639

553,000

553,000

The Chiba Bank, Ltd.
697

472

696,048

348,024

683

667

195,756

195,756

Imperial Hotel, Ltd.

Mizuho Financial
Group, Inc.
596

367
71

Holding of theCompany’s
sharesHeld to strengthen the business foundation
through stable supply of raw materials forprocessed foods and other businesses, and tostrengthen cooperation in quality assurance
through joint ventures.

Yes

Held to maintain and strengthen leasetransactions and collaborative relationships
for the Group.

Yes

Held to strengthen the business foundation
through stable supply of raw materials forprocessed foods and other businesses.

Yes

Held to strengthen the business foundation
through transactions and stable supply of
raw materials for processed foods andlogistics business.

No

Held to maintain and strengthen businessand cooperative relationships for the Group.

No

Held to strengthen the Group’s financial
foundation through stable fund procurement
and fund management operations, to provide
useful information on market trends andregulations, and to enhance business support
by providing advisory functions.

No

Held to strengthen the Group’s managementfoundation by providing ongoing support for
assets protection and crisis management.

No

Held to strengthen the Group’s financial
foundation through stable fund procurement
and fund management operations, to provide
useful information on market trends andregulations, and to enhance business support
by providing advisory functions.

Yes

Held to maintain and strengthen cooperative
relationships through joint ventures forprocessed foods and other businesses.
(Note4)

Yes

Held to strengthen the Group’s financial
foundation through stable fund procurement
and fund management operations, to provide
useful information on market trends andregulations, and to enhance business support
by providing advisory functions.

No

Security nameCurrent fiscal year

Previous fiscal year

156,000

156,000

399

298

301,000

301,000

365

312

79,68039,840Purpose of holding, Outline of businessalliances,
etc., Quantitative holding effects,
Number of shares
Number of shares
and Reason for the increase
Balance sheet amount Balance sheet amountin the number of shares(Millions of yen)
(Millions of yen)

JINUSHI Co., Ltd.

Yasuda logistics
corporation

Sumitomo Mitsui
Trust Holdings, Inc.

Toyo Seikan Group
Holdings, Ltd.
TODACORPORATION

263

180

101,200

101,200

246

184

151,000

151,000

154

104

Holding of theCompany’s
sharesHeld to maintain and strengthen leasetransactions and cooperative relationships
for real estate and other businesses.

No

Held to maintain and strengthen businessand cooperative relationships for thelogistics and other businesses.

Yes

Held to strengthen the Group’s financial
foundation through stable fund procurement
and fund management operations, to provide
useful information on market trends andregulations, and to enhance business support
by providing advisory functions. (Note5)

No

Held to strengthen the business foundation
through stable supply of raw materials forprocessed foods and other businesses.

Yes

Held to strengthen the business foundationby providing support for the maintenanceand preservation of buildings for logistics
and real estate business.

Yes(Notes)1. The above-mentioned security names are comprehensively judged for the appropriateness of holding based on a careful
examination of individual security as to the benefits, such as profits from transactions and dividends, and whether risks arecommensurate with the cost of capital, as well as considering a qualitative assessment of strategic importance and other factors.
Quantitative holding effects are not stated on above table in consideration of the relationship with the counterparty, but basedon the above policy, the Company has verified and judged that the holding is meaningful.
2. The top 12 securities listed above have balance sheet amounts exceeding 1% of the Company’s share capital.
3. “Holding of the Company’s shares” is indicated as “Yes” if the shares are directly owned by the issuer of the listed securities.
4. Imperial Hotel, Ltd. conducted a 2-for-1 split of its common stock on October 1, 2023.
5. Sumitomo Mitsui Trust Holdings, Inc. conducted a 2-for-1 split of its common stock on January 1, 2024.
(b) Deemed holding shares
Not applicable③ Investment in equity securities held for pure investment
Not applicable72

V. Financial Information
1. Basis for presentation of consolidated and non-consolidated financial statements(1)

The consolidated financial statements of Nichirei Corporation (the “Company”) and its subsidiaries (together, the “Group”) areprepared in accordance with the “Regulation on Terminology, Forms and Preparation Methods of Consolidated Financial
Statements” (Ministry of Finance Order No. 28, 1976, hereinafter referred to as the “Consolidated Financial Statement
Regulations”).

(2)

The non-consolidated financial statements of the Company are prepared in accordance with the “Regulation on Terminology,
Forms, and Preparation Methods of Financial Statements” (Ministry of Finance Order No. 59 of 1963, hereinafter referred to as
the “Financial Statement Regulations”).
As the Company qualifies as a special company filing financial statements defined in the Financial Statement Regulations, theCompany prepares its non-consolidated financial statements pursuant to Article 127 of the Financial Statement Regulations.

2. Audit attestation
Pursuant to the provisions of Article 193-2, Paragraph 1, of the Financial Instruments and Exchange Act, the Company’s
consolidated and non-consolidated financial statements for the fiscal year (from April 1, 2023 to March 31, 2024) were audited by
Ernst & Young ShinNihon LLC.

3. Special efforts to ensure the appropriateness of consolidated financial statements, etc.
The Company takes special efforts to ensure the appropriateness of consolidated financial statements. Specifically, in order toappropriately grasp the content of accounting standards and establish a system that enables the proper preparation of consolidated
financial statements, etc., the Company has joined the Financial Accounting Standards Foundation (FASF) and participates in seminars
organized by various organizations.

73

1. Consolidated Financial Statements, etc.
(1) Consolidated Financial Statements① Consolidated Balance Sheets(Millions of yen)Previous fiscal year
(as of March 31, 2023)
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable - trade
Merchandise and finished goods
Work in process
Raw materials and supplies
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Buildings and structures
Accumulated depreciation
Buildings and structures, net
Machinery, equipment and vehicles
Accumulated depreciation
Machinery, equipment and vehicles, net
Land
Leased assets
Accumulated depreciation
Leased assets, net
Construction in progress
Other
Accumulated depreciation
Other, net
Total property, plant and equipment
Intangible assets
Goodwill
Other
Total intangible assets
Investments and other assets
Investment securities
Retirement benefit asset
Deferred tax assets
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets*1

27,843
101,275
42,741
987
11,216
12,761△130
196,695*1

31,279105,81137,8291,274
12,221
13,169△150
201,434

276,952△186,834
90,118*5 137,180△95,987
41,192*3, *5 41,433
33,592△20,197
13,3944,768*5 15,361△11,195
4,165
195,073

290,828△195,296
95,531*5 149,726△105,760
43,965*3, *5 45,755
31,503△18,567
12,9354,479*5 16,624△12,208
4,416
207,084

6,687
7,632
14,3196,906
8,877
15,783*5

38,28138
2,726*2 10,597△399
51,244
260,637
457,333*2

74

Current fiscal year
(as of March 31, 2024)*5

46,85838
2,690*2 11,726△459
60,854
283,723
485,157*2

(Millions of yen)Previous fiscal year
(as of March 31, 2023)
Liabilities
Current liabilities
Accounts payable - trade
Electronically recorded obligations - operating
Short-term borrowings
Commercial papers
Current portion of bonds payable
Current portion of long-term borrowings
Current portion of lease liabilities
Accrued expenses
Income taxes payable
Provision for bonuses for directors(and other officers)
Other
Total current liabilities
Non-current liabilities
Bonds payable
Long-term borrowings
Lease liabilities
Deferred tax liabilities
Provision for retirement benefits for directors(and other officers)
Retirement benefit liability
Asset retirement obligations
Long-term guarantee deposits
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Total shareholders’ equity
Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation adjustment
Total accumulated other comprehensive income
Non-controlling interests
Total net assets
Total liabilities and net assets

28,423
1,710
16,9196,000
10,000*3 2,277
3,462
37,535
4,049

29,769
1,570
6,708
2,000
－
*3 10,643
3,569
40,597
7,541

185

234

*6

*3

75

Current fiscal year
(as of March 31, 2024)

19,520130,086
30,00034,867
11,052
6,145

*6

*3

20,891
123,525
40,00024,53910,493
9,425

65

57

2,121
4,643
2,327
2,510
93,733
223,819

2,208
4,768
1,994
2,201
95,689219,21430,512
5,492
187,333△16,847
206,490

30,563
5,513
203,783△16,856
223,003

12,342
1,436
4,173
17,952
9,070
233,513457,333

19,155
2,168
9,076
30,40012,537265,942
485,157

② Consolidated Statements of Income and Consolidated Statements of Comprehensive Income[Consolidated Statements of Income](Millions of yen)Previous fiscal year
(from April 1, 2022
to March 31, 2023)
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Transportation and storage costs
Promotion expenses
Advertising expenses
Remuneration for directors (and other officers) andemployees’ salaries, bonuses and allowances
Retirement benefit expenses
Legal and other welfare expenses
Travel, transportation and communication expenses
Rent expenses
Outsourcing expenses
Research and development expenses
Other
Total selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Share of profit of entities accounted for using
equity method
Other
Total non-operating income
Non-operating expenses
Interest expenses
Foreign exchange losses
Other
Total non-operating expenses
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Compensation income for expropriation
Gain on step acquisitions
Insurance claim income
Gain on bargain purchase
Other
Total extraordinary income
Extraordinary losses
Loss on sale of non-current assets
Loss on retirement of non-current assets
Impairment losses
Compensation expense for damage
Loss on office closings
Other
Total extraordinary losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent*1*2

Current fiscal year
(from April 1, 2023
to March 31, 2024)

662,204
553,330
108,874*1*2

680,091
559,945
120,145

21,7601,282
3,450

20,5001,394
5,187

21,032

23,334

1,127
3,733
1,835
2,367
4,511
*3 1,892
12,94375,93932,935

1,221
4,073
2,409
2,467
5,185
*3 1,967
15,491
83,23436,911

201
867

385
877

292

689

641
2,003

802
2,755

787
221
481
1,490
33,448

886
－
524
1,410
38,255

90
674
242
－
－
543
102
1,653

139
133
－
547
514
－
99
1,434

*4

*6

76

*5 35
1,083
*7 487
－
43
463
2,113
32,987
8,696
653
9,349
23,6382,069
21,568

*4

*6

*5 1
1,237
*7 531
205
270
284
2,530
37,16011,650△395
11,25525,904
1,409
24,495

[Consolidated Statements of Comprehensive Income](Millions of yen)Previous fiscal year
(from April 1, 2022
to March 31, 2023)
ProfitOther comprehensive income
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation adjustment
Share of other comprehensive income of entities
accounted for using equity method
Total other comprehensive income
Comprehensive income(Comprehensive income attributable to)Comprehensive income attributable to owners of parent
Comprehensive income attributable tonon-controlling interests*1

77

Current fiscal year
(from April 1, 2023
to March 31, 2024)

23,63825,904

351
△927
4,479

6,811
739
5,788

122

△128

4,025
27,664*1

13,211
39,116

24,84636,943

2,817

2,172

③ Consolidated Statements of Changes in Equity
Previous fiscal year (from April 1, 2022 to March 31, 2023)(Millions of yen)
Shareholders’ equity
Share capital
Balance at beginning of period

Capital surplus

30,472

5,495

39

39

Retained earnings

Total shareholders’equityTreasury shares

172,369△11,841

196,494

Changes during period
Issuance of new shares

79

Dividends of surplus
Profit attributable to ownersof parent
Change in ownership interest ofparent due to transactions with
non-controlling interests△6,604△6,604

21,56821,568△43△43

Purchase of treasury shares
Disposal of treasury shares△5,005△5,005△000

Net changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period

39△314,964△5,005

9,995

30,512

5,492

187,333△16,847

206,490

Accumulated other comprehensive income

Balance at beginning of period

Valuationdifference on
available-forsale securities

Deferred gains
or losses onhedges11,9842,360

Foreigncurrencytranslation
adjustment
329

Total
accumulated
othercomprehensive
income14,674Non-controlling
Total net assetsinterests

6,733

217,903

Changes during period
79

Issuance of new shares
Dividends of surplus△6,604

Profit attributable to ownersof parent
Change in ownership interestof parent due to transactions
with non-controlling interests

21,568△43

Purchase of treasury shares△5,005

Disposal of treasury shares0

Net changes in items otherthan shareholders’ equity

357

△923

3,843

3,278

2,337

5,615

Total changes during period

357

△923

3,843

3,278

2,337

15,61012,342

1,436

4,173

17,952

9,070

233,513

Balance at end of period

78Current fiscal year (from April 1, 2023 to March 31, 2024)(Millions of yen)
Shareholders’ equity
Share capital
Balance at beginning of period

Capital surplus

Retained earnings

30,512

5,492

51

51

Total shareholders’equityTreasury shares

187,333△16,847

206,490

Changes during period
Issuance of new shares

103

Dividends of surplus
Profit attributable to ownersof parent
Change in ownership interest ofparent due to transactions with
non-controlling interests△8,045△8,04524,49524,495△30△30

Purchase of treasury shares
Disposal of treasury shares

0

△10

△10

0

0

Net changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period

51

21

16,449△916,51330,563

5,513

203,783△16,856

223,003

Accumulated other comprehensive income

Balance at beginning of period

Valuationdifference on
available-forsale securities

Deferred gains
or losses onhedges12,342

1,436

Foreigncurrencytranslation
adjustment
4,173

Total
accumulated
othercomprehensive
income17,952

Non-controlling
Total net assetsinterests

9,070

233,513

Changes during period
Issuance of new shares

103

Dividends of surplus△8,045

Profit attributable to ownersof parent
Change in ownership interestof parent due to transactions
with non-controlling interests

24,495△30

Purchase of treasury shares△10

Disposal of treasury shares0

Net changes in items otherthan shareholders’ equity

6,812

732

4,903

12,447

3,467

15,915

Total changes during period

6,812

732

4,903

12,447

3,467

32,428

Balance at end of period

19,155

2,168

9,076

30,40012,537265,94279

④ Consolidated Statements of Cash Flows(Millions of yen)Previous fiscal year
(from April 1, 2022
to March 31, 2023)
Cash flows from operating activities
Profit before income taxes
Depreciation
Impairment losses
Increase/△decrease in allowance for doubtful accounts
Interest and dividend income
Interest expenses
Share of loss/△profit of entities accounted for using
equity method
Gain on bargain purchase
Loss/△gain on step acquisitions
Loss/△gain on sale of non-current assets
Loss on retirement of non-current assets
Loss on office closings
Loss/△gain on sale of investment securities
Decrease/△increase in trade receivables
Decrease/△increase in inventories
Increase/△decrease in trade payables
Compensation income for expropriation
Compensation expense for damage
Insurance claim income
Other, net
SubtotalInterest and dividends received
Proceeds from compensation for expropriation
Compensation paid for damage
Insurance claim received
Interest paid
Income taxes paid
Net cash provided by/△used in operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Proceeds from sale of property, plant and equipment
Purchase of intangible assets
Purchase of investment securities
Proceeds from sale of investment securities
Purchase of shares of subsidiaries resulting in change
in scope of consolidation
Proceeds from purchase of shares of subsidiaries resulting
in change in scope of consolidation
Other, net
Net cash provided by/△used in investing activities

80

Current fiscal year
(from April 1, 2023
to March 31, 2024)

32,98722,198487
16△1,069787

37,16024,219531
42△1,263
886

△292

△689

△543
－
△54
1,083
43
△674
△8,407△1,327
114
△242
－
－
1,579
46,687
1,221
242
－
－
△755
△9,53037,865

－
△547
△138
1,237
270
△116
△2,308
4,518
796
－
205
△514
4,281
68,571
1,442
－
△134
799
△884
△7,35162,442△23,830
117△1,261△1,565
1,913△26,726
212△2,217
△29
315

△659

△54

－

658

△1,560△26,844△3,750△31,592

(Millions of yen)Previous fiscal year
(from April 1, 2022
to March 31, 2023)
Cash flows from financing activities
Net increase/△decrease in short-term borrowings
Net increase/△decrease in commercial papers
Proceeds from long-term borrowings
Repayments of long-term borrowings
Proceeds from issuance of bonds
Redemption of bonds
Repayments of lease liabilities
Purchase of treasury shares
Dividends paid
Dividends paid to non-controlling interests
Proceeds from share issuance to non-controllingshareholders
Purchase of shares of subsidiaries not resulting in change
in scope of consolidation
Other, net
Net cash provided by/△used in financing activities
Effect of exchange rate change on cash and cash equivalents
Net increase/△decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

81

Current fiscal year
(from April 1, 2023
to March 31, 2024)

2,748
4,000
15,794△15,390－－△3,621△5,009△6,595△388△11,571△4,000808△3,632
9,957△10,000△3,773△10△8,034
△738

－

180

△128

△439

0
△8,591
1,997
4,426
23,340*1 27,767

0△31,255
2,362
1,957
27,767*1 29,725

[Notes to Consolidated Financial Statements](Significant Matters Serving as the Basis for Preparation of Consolidated Financial Statements)
1. Scope of consolidation(1) Consolidated subsidiaries
All subsidiaries are consolidated.
81 companies① Number of consolidated subsidiaries:
Number of domestic consolidated subsidiaries:
38 companies
Number of overseas consolidated subsidiaries:
43 companies② Names of major consolidated subsidiaries
Please refer to “I. Group Overview, 4. Subsidiaries and Affiliates.”③ Changes in consolidated subsidiaries(Increase due to new establishment: 1 company)
Zhejiang Fresh Line Logistics Co., Ltd.
(Increase due to increase in equity interest through additional share acquisition: 1 company)
Nichirei TBA Logistics Vietnam LLC(Increase based on the substantial control criteria after third-party allotment of shares: 1 company)
SCG Nichirei Logistics Co., Ltd.
(Decrease due to merger: 2 companies)
Nichirei Logistics Kanto, Inc. and Thermotraffic Holland B.V.
The income statements for the period in which the companies were consolidated subsidiaries are consolidated.
2. Application of the equity method(1) Entities accounted for by the equity method
All affiliates are accounted for by the equity method.
15 companies① Number of affiliates accounted for by the equity method:
Number of domestic affiliates accounted for by the equity method: 9 companies
Number of overseas affiliates accounted for by the equity method: 6 companies② Name of major entities accounted for by the equity method
Hitachi Foods & Logistics Systems, Inc.
③ Changes in entities accounted for by the equity method
Decrease due to sale of shares:
1 company
Decrease due to becoming a consolidated subsidiary because of the increase in equity interest
through additional share acquisition:
1 company
Decrease due to becoming a consolidated subsidiary based on the substantial control criteria
after third-party allotment of shares:
1 company(2) Matters deemed necessary to be stated specifically with respect to the procedures for application of the equity method
Among entities accounted for by the equity method, there are 7 affiliates whose fiscal year-end date differs from theconsolidated fiscal year-end date. For these affiliates, the financial statements of the affiliates for their fiscal year or theprovisional financial statements prepared based on the most recent quarterly financial statements are used during theconsolidation.
For significant transactions that occurred between their fiscal year-end date and the consolidated fiscal year-end date,necessary adjustments are made for consolidation purpose.
3. Fiscal year of consolidated subsidiaries
There are 43 consolidated subsidiaries, including Nichirei Holding Holland B.V., whose fiscal year-end date is December 31
and differs from the consolidated fiscal year-end date.
In preparing the consolidated financial statements, the financial statements of these subsidiaries as of their fiscal year-end
date are used, and necessary adjustments for consolidation purpose are made for significant transactions that occurred between
their fiscal year-end date and the consolidated fiscal year-end date.
4. Accounting policies(1) Valuation basis and methods for significant assets① Securities
Available-for-sale securities(a) Available-for-sale securities other than equity securities, etc. without market prices
Fair value method (Unrealized gains and losses are recognized in component of net assets, and costs of securities
sold are determined by the moving average method.)(b) Equity securities, etc. without market prices
Stated at cost determined by the moving average method82

② Inventories
Merchandise and finished goods, Work in process, Raw materials and supplies
Stated at cost determined primarily by the gross-average method (Carrying amounts on the balance sheet are calculatedby the method in which book values are written down with a decline in profitability of assets)(2) Method of depreciation for important depreciable assets① Property, plant and equipment (excluding leased assets)
Declining-balance method is used.
However, buildings for lease, buildings (excluding facilities attached to buildings) acquired on or after April 1, 1998, andfacilities attached to buildings and structures acquired on or after April 1, 2016 are depreciated using the straight-line
method.
Overseas consolidated subsidiaries use the straight-line method.
② Intangible assets (excluding leased assets)
Straight-line method is used.
Software intended for internal use are depreciated over the estimated useful lives (5 years).
③ Leased assets
Leased assets under the finance lease arrangements which do not transfer ownership of the leased assets to the lessee aredepreciated by the straight-line method over the respective lease periods without residual values.
(3) Accounting standards for significant provisions① Allowance for doubtful accounts
To prepare for possible losses due to bad debts, the estimated uncollectible amount is recorded as follows.
(a) General receivables
Historical bad debt ratio method set forth in the accounting standards for financial instruments(b) Doubtful receivables and bankruptcy reorganization claims, etc.
Debtor’s financial assessment method set forth in the accounting standards for financial instruments② Provision for bonuses for directors (and other officers)
To prepare for bonuses payments to directors (and other officers), the estimated amount to be paid at the end of theconsolidated fiscal year is recorded.
③ Provision for retirement benefits for directors (and other officers)
To prepare for retirement benefits payments to directors and executive officers, domestic consolidated subsidiaries
provide for the amount to be paid at the end of the consolidated fiscal year based on the internal rules.
(4) Basis for recognition of significant revenues and expenses① Processed foods business, Marine products business, Meat and poultry products business, and Other businesses(Bioscience business)
Main business is manufacturing and sales of prepared frozen food, marine products, livestock products, diagnostic
pharmaceuticals, etc. Revenue is recognized at the time of shipment as far as the period from the time of shipment until
the time when control of merchandises or products is transferred to customers is a normal period. Revenue is measured at
the consideration promised in customer contracts, less returns, discounts and rebates, etc.
In the marine products business and the meat and poultry products business, consideration received from suppliers is
not recognized as revenue for paid-material-supplies transactions that are not obligated to repurchase the supplies.
② Logistics business (Logistics network business, Regional storage business, Overseas business)
Main business is providing services for transporting and delivering cargo entrusted by customers by using trucks andother vehicles, as well as providing services such as quality control and inventory control of cargo entrusted bycustomers, and receiving, shipping and packing cargo operations. Revenue is recognized upon completion of providing
the services that fulfills the performance obligation.
③ Real estate business
Revenue is recognized in a similar manner with ordinary lease transactions in accordance with the accounting
standards for lease transactions.
(5) Accounting method for retirement benefits
The simplified method is applied to calculate retirement benefit liability and retirement benefit expenses, in which theretirement benefit obligation is assumed at the amount that would be required if the employees voluntarily terminated theiremployment at the end of the fiscal year.
(6) Significant hedge accounting method① Hedge accounting method
In principle, deferred hedge accounting is used.
However, allocation treatment is applied to the forward exchange contracts, etc. that satisfy the requirements of theallocation treatment. In addition, exceptional accounting treatment is applied to the interest rate swaps, etc. that satisfy
the requirements of the exceptional accounting treatment.

83

② Hedging instruments and hedged items(a) Hedging instruments
Derivative transactions (forward exchange contracts, interest rate swaps, etc.)(b) Hedged items
Items for which there is a possibility of loss due to market fluctuations, etc. and the market fluctuations, etc. are notreflected in the valuation, and items for which cash flows are fixed and fluctuations thereof are avoided (e.g., monetary
receivables and payables denominated in foreign currencies).
③ Hedging policy
In accordance with the “Group Accounting and Management Standards for Financial Instruments” established by theGroup, forward exchange contracts are entered to hedge the foreign exchange rate fluctuation risk associated withtransactions denominated in foreign currencies (import and export transactions of merchandise and raw materials, etc.).
For transactions denominated in foreign currencies that do not occur on a recurring basis, hedging policy is establishedfor each transaction. In addition, interest rate swaps contracts, etc. are entered as necessary to convert the interest rate
fluctuation risk related to interest-bearing receivables and payables to an appropriate level.
④ Method of evaluating hedge effectiveness
Effectiveness of the hedge is evaluated by comparing the cumulative changes in cash flows or market fluctuations of
the hedged item with the cumulative changes in cash flows or market fluctuations of the hedging instrument
semiannually, and based on both fluctuating amounts, etc.
However, the evaluation of effectiveness is omitted for the forward exchange contracts for which allocation treatment
is applied and the interest rate swaps for which exceptional accounting treatment is applied.
(7) Amortization method and period for goodwill
Goodwill is amortized on a straight-line basis over a period not exceeding 20 years from the date of occurrence.
However, if the amount is insignificant, the full amount is written off in the fiscal year in which it occurs.
(8) Scope of cash and cash equivalents in consolidated statement of cash flows
Funds (cash and cash equivalents) consist of cash on hand, deposits that can be withdrawn on demand, and short-term funds
that are readily convertible to cash and have an insignificant risk of changes in value with a maturity of 3 months or less at
the time of acquisition.
(9) Other important matters for preparation of consolidated financial statements
Not applicable.

(Significant Accounting Estimates)
Previous fiscal year (from April 1, 2022 to March 31, 2023)[Valuation of non-current assets]
1. Amounts recorded in the consolidated financial statements for the fiscal year
Nichirei Biosciences Inc. (Other business)
Property, plant and equipment and Intangible assets: ¥2,873 million
Nichirei Biosciences Inc. manufactures and trades diagnostic pharmaceuticals and medical devices, etc. in 3 businesses: themolecular diagnostic business, the biopharmaceutical raw materials business and the rapid chromatographic immunoassay
business.
Although the company had continued to record negative operating profit in the past fiscal years, both operating profit in thecurrent fiscal year and operating profit in the business plan for the following fiscal year are positive, and there have been noother events that indicate impairment. Therefore, it is deemed that indications of impairment don’t exist for property, plant andequipment and intangible assets.
2. Information on the content of significant accounting estimates pertaining to identified items(1) Calculation method of the amounts recorded in the consolidated financial statements for the fiscal year
The Company has established an asset grouping policy for each segment. For other business segment, in light of the sizeand business content, indications of impairment such as continuous negative operating profit, significant deterioration in thebusiness environment, change in usage, or a significant decline in market prices are grasped for each company that is agroup of assets. In case indicators of impairment are deemed to exist, recognition of impairment loss is considered.
If indications of impairment of an asset are identified, it is considered whether impairment loss is required to berecognized by comparing the carrying amount to the total undiscounted future cash flows from the underlying non-current
assets of the respective company. As a result, if it is determined that impairment loss is required to be recognized, thecarrying amount is written down to the recoverable amount, and the reduction in the carrying amount is recorded as
impairment loss.
(2) Key assumptions used in calculating the amounts recorded in the consolidated financial statements for the fiscal year
The business plan of Nichirei Biosciences Inc. is used to determine indicators of impairment. Key assumption used indeveloping the plan is sales volume of the rapid chromatographic immunoassay business based on future demand
projections.
84

(3) Effect on the consolidated financial statements for the following fiscal year
Sales of the rapid chromatographic immunoassay business is highly uncertain due to the significant impact of demand
trends in response to the increasing number of persons infected with novel coronavirus and influenza. In addition, thechange in classifications of novel coronavirus under the infectious disease law may reduce the demand for antigen testing
medicine and other products of the rapid chromatographic immunoassay business, and the business environment may
deteriorate significantly.
If we determine that review of the business plan is required due to the significant shortfall to the Nichirei Biosciences
Inc.’s business plan and considering available internal and external information, it is possible that projected operating
profits for the following fiscal year and beyond become negative, which may constitute an indication of impairment. In
such case, the recoverable amount may be less than the carrying amount of non-current assets, and recognition of theimpairment loss may be required.

Current fiscal year (from April 1, 2023 to March 31, 2024)[Valuation of non-current assets]
1. Amounts recorded in the consolidated financial statements for the fiscal year
Nichirei Biosciences Inc. (Other business)
Property, plant and equipment and Intangible assets: ¥2,691 million
Nichirei Biosciences Inc. manufactures and trades diagnostic pharmaceuticals and medical devices, etc. in 3 businesses: themolecular diagnostic business, the biopharmaceutical raw materials business and the rapid chromatographic immunoassay
business.
Although the company had continued to record negative operating profit in the fiscal years ended on and before March 31,
2022 , operating profits for the previous and current fiscal year, and operating profit in the business plan for the following fiscal
year are all positive, and there have been no other events that indicate impairment. Therefore, it is deemed that indications of
impairment don’t exist for property, plant and equipment and intangible assets.
2. Information on the content of significant accounting estimates pertaining to identified items(1) Calculation method of the amounts recorded in the consolidated financial statements for the fiscal year
The Company has established an asset grouping policy for each segment. For other business segment, in light of the sizeand business content, indications of impairment such as continuous negative operating profit, significant deterioration in thebusiness environment, change in usage, or a significant decline in market prices are grasped for each company that is agroup of assets. In case indicators of impairment are deemed to exist, recognition of impairment loss is considered.
If indications of impairment of an asset are identified, it is considered whether impairment loss is required to berecognized by comparing the carrying amount to the total undiscounted future cash flows from the underlying non-current
assets of the respective company. As a result, if it is determined that impairment loss is required to be recognized, thecarrying amount is written down to the recoverable amount, and the reduction in the carrying amount is recorded as
impairment loss.
(2) Key assumptions used in calculating the amounts recorded in the consolidated financial statements for the fiscal year
The business plan of Nichirei Biosciences Inc. is used to determine indicators of impairment. Key assumption used indeveloping the plan is sales volume of the rapid chromatographic immunoassay business based on future demand
projections.
(3) Effect on the consolidated financial statements for the following fiscal year
Sales of the rapid chromatographic immunoassay business is highly uncertain due to the significant impact of demand
trends in response to the increasing number of persons infected with novel coronavirus and influenza. There are possibilities
that the demand for antigen testing medicine and other products of the rapid chromatographic immunoassay businessdeclines and the business environment deteriorates significantly.
If we determine that review of the business plan is required due to the significant shortfall to the Nichirei Biosciences
Inc.’s business plan and considering available internal and external information, it is possible that projected operating
profits for the following fiscal year and beyond become negative, which may constitute an indication of impairment. In
such case, the recoverable amount may be less than the carrying amount of non-current assets, and recognition of theimpairment loss may be required.

85

(Unapplied Accounting Standards, etc.)“Accounting Standard for Current Income Taxes” (ASBJ Statement No. 27, October 28, 2022)“Accounting Standard for Presentation of Comprehensive Income” (ASBJ Statement No. 25, October 28, 2022)“Implementation Guidance on Accounting Standard for Tax Effect Accounting” (ASBJ Guidance No. 28, October 28, 2022)
1. Summary
In February 2018, “Partial Amendments to Accounting Standard for Tax Effect Accounting” (ASBJ Statement No. 28), etc.
were issued and the transition of practical guidance on the tax effect accounting from the Japanese Institute of Certified Public
Accountants (“JICPA”) to the Accounting Standards Board of Japan (“ASBJ”) was completed. In the course of its deliberation,
the following 2 issues that were supposed to be reviewed again after the announcement of ASBJ Statement No. 28, etc. werediscussed and announced.
・Classification of tax expenses (Taxation on other comprehensive income)・Tax effect on sales of shares of subsidiaries, etc. (shares of subsidiaries or affiliates) under the Group Taxation Regime
2. Expected date of application
Effective from the beginning of the fiscal year ended March 31, 2025.
3. Effect of application of the accounting standards
Impact of application of the accounting standards on the consolidated financial statements is currently evaluated.

(Changes in Presentation)[Consolidated statement of income]“Loss on office closings” included in “Other” under “Extraordinary losses” in the previous fiscal year was presented
independently from the current fiscal year because the amount exceeded 10/100 of the total amount of extraordinary losses. To
reflect this change in presentation, the consolidated financial statements for the previous fiscal year have been reclassified.
Consequently, ¥506 million of “Other” under “Extraordinary losses” in the consolidated statement of income for the previous
fiscal year has been reclassified as “Loss on office closings” ¥43 million and “Other” ¥463 million.
[Consolidated statement of cash flows]“Loss on office closings” included in “Other” under “Cash flows from operating activities” in the previous fiscal year waspresented independently from the current fiscal year due to increased monetary importance. To reflect this change inpresentation, the consolidated financial statements for the previous fiscal year have been reclassified.
Consequently, ¥1,623 million of “Other” under “Cash flows from operating activities” in the consolidated statement of cash
flows for the previous fiscal year has been reclassified as “Loss on office closings” ¥43 million and “Other” ¥1,579 million.

86

(Notes to Consolidated Balance Sheets)*1 Notes and accounts receivable - trade, arising from contracts with customers are as follows(Millions of yen)Previous fiscal year
(as of March 31, 2023)

Current fiscal year
(as of March 31, 2024)

137
101,137

9
105,801

Notes receivable - trade
Accounts receivable - trade*2 Equity securities and investments in capital of affiliates are as follows(Millions of yen)

Investment securities (equity securities)
Other (investments in capital)

Previous fiscal year
(as of March 31, 2023)

Current fiscal year
(as of March 31, 2024)

7,512

6,450

865

594

*3 Assets pledged as collateral and secured liabilities
Assets pledged as collateral are as follows.
(Millions of yen)

Land

Previous fiscal year
(as of March 31, 2023)

Current fiscal year
(as of March 31, 2024)

729

729

Secured liabilities are as follows.
(Millions of yen)

Current portion of long-term borrowings
Long-term borrowings

Previous fiscal year
(as of March 31, 2023)

Current fiscal year
(as of March 31, 2024)

35
1,094

70
988

*4 Guarantee obligations
The Company provides guarantees to the following company’s trade payables from suppliers up to the below amounts.
(Millions of yen)

Sunfoods kesennuma Co., Ltd. (joint guarantee)

Previous fiscal year
(as of March 31, 2023)

Current fiscal year
(as of March 31, 2024)－

60*5 Accumulated tax purpose reduction entry deducted from the acquisition cost of non-current assets due to national subsidies,etc., is as follows(Millions of yen)

Buildings and structures
Machinery, equipment and vehicles
Land
Other property, plant and equipment

Previous fiscal year
(as of March 31, 2023)

Current fiscal year
(as of March 31, 2024)

4,450
2,232
1,366
8

4,571
2,637
1,366
8

*6 Contract liabilities are as follows.
(Millions of yen)Contract liabilities

87

Previous fiscal year
(as of March 31, 2023)

Current fiscal year
(as of March 31, 2024)

1,106

1,233

(Notes to Consolidated Statements of Income)*1 Revenue from contracts with customers
Net sales are not presented with the classification of Revenue from contracts with customers and Other revenue. The amountof revenue from contracts with customers is presented in Note “(Revenue Recognition) 1. Breakdown of revenue fromcontracts with customers.”*2 Write down amount due to decline in profitability of inventories held for ordinary sales purposes is as follows.
(Millions of yen)Previous fiscal year
Current fiscal year
(from April 1, 2022
(from April 1, 2023
to March 31, 2023)
to March 31, 2024)
Cost of sales

248

256

*3 Research and development expenses included in selling, general and administrative expenses are as follows. There are no
research and development expenses included in manufacturing expenses.
(Millions of yen)Previous fiscal year
Current fiscal year
(from April 1, 2022
(from April 1, 2023
to March 31, 2023)
to March 31, 2024)
Selling, general and administrative expenses

1,892

1,967

*4 Breakdown of gain on sale of non-current assets is as follows.
Previous fiscal year
(from April 1, 2022
to March 31, 2023)
Buildings and structures
Machinery, equipment and vehicles

0
87

Other
Total

(Millions of yen)
Current fiscal year
(from April 1, 2023
to March 31, 2024)
29
99

2

10

90

139

*5 Breakdown of loss on sale of non-current assets is as follows.
Previous fiscal year
(from April 1, 2022
to March 31, 2023)
Buildings and structures
Machinery, equipment and vehicles

0
35

Other
Total

(Millions of yen)
Current fiscal year
(from April 1, 2023
to March 31, 2024)
0
0

0

0

35

1

*6 Breakdown of loss on retirement of non-current assets is as follows.
Previous fiscal year
(from April 1, 2022
to March 31, 2023)(Millions of yen)
Current fiscal year
(from April 1, 2023
to March 31, 2024)

Buildings and structures

92

206

Machinery, equipment and vehicles
Leased assets

93
20

176
34

Other
Removal costs

131
746

114
706

1,083

1,237

Total

*7 Impairment loss
Previous fiscal year (from April 1, 2022 to March 31, 2023)
Impairment losses were recorded, but the breakdown is omitted due to immateriality.
Current fiscal year (from April 1, 2023 to March 31, 2024)
Impairment losses were recorded, but the breakdown is omitted due to immateriality.

88

(Notes to Consolidated Statements of Comprehensive Income)*1 Reclassification adjustments and tax effects in other comprehensive income
Previous fiscal year
(from April 1, 2022
to March 31, 2023)
Valuation difference on available-for-sale securities:
Amount incurred during the year
Reclassification adjustment
Amount before tax effectTax effect
Net valuation difference on available-for-salesecurities
Deferred gains or losses on hedges:
Amount incurred during the year
Tax effect
Net deferred gains or losses on hedges
Foreign currency translation adjustment:
Amount incurred during the year
Net foreign currency translation adjustment
Share of other comprehensive income of entities
accounted for using equity method:Amount incurred during the year
Reclassification adjustment
Amount before tax effectTax effect
Net share of other comprehensive income of entities
accounted for using equity method
Total other comprehensive income

89(Millions of yen)
Current fiscal year
(from April 1, 2023
to March 31, 2024)

1,121
△677
444
△93

9,909
△133
9,775
△2,963351

6,811△1,320
392
△927

1,067
△328
739

4,479

5,788

4,479

5,788

91
30

96
△225

122
0

△129
0

122

△128

4,025

13,211

(Notes to Consolidated Statements of Changes in Equity)
Previous fiscal year (from April 1, 2022 to March 31, 2023)
1. Types and numbers of issued shares and treasury shares(Shares)Number of shares atthe beginning of the
fiscal year

Number of shares
increased during the
fiscal year

Number of shares
decreased during the
fiscal year

Number of shares atthe end of the
fiscal year

134,007,795

34,804－

134,042,599

134,007,795

34,804－

134,042,599

4,522,808

1,828,501

63

6,351,246

4,522,808

1,828,501

63

6,351,246

Issued shares
Common stock (Note 1)
Total
Treasury shares
Common stock (Notes 2, 3)
Total(Notes)
1. Increase in the number of issued shares of common stock resulted from the issuance of new shares for restricted stockcompensation.
2. Breakdown of 1,828,501 shares of increase in the number of treasury shares of common stock was following:
Acquisition of treasury shares based on the resolution of the Board of Directors:
1,826,400 shares
Request for purchase of odd-lot shares:
2,101 shares
3. Decrease in the number of treasury shares of common stock resulted from request for sale of odd-lot shares.
2. Dividends(1) Dividends paid during the fiscal year
Resolution

Type of stock

Total dividends(Millions of yen)

Dividend pershare (yen)June 24, 2022
The Ordinary General
Shareholders Meeting

Common stock

3,237

November 1, 2022
Common stock
The Board of Directors Meeting

3,367

Record date

Effective date25

March 31, 2022

June 27, 2022

26

September 30, 2022

December 2, 2022

(2) Dividends of which the record date falls in the current fiscal year, but the effective date falls in the following fiscal year
Resolution

Type of stock

June 27, 2023
The Ordinary General
Shareholders Meeting

Common stock

Total dividends Source of(Millions of yen) dividend

Dividend pershare (yen)Retainedearnings

26

3,319

Record date

Effective date

March 31, 2023 June 28, 2023

Current fiscal year (from April 1, 2023 to March 31, 2024)
1. Types and numbers of issued shares and treasury shares(Shares)Number of shares atthe beginning of the
fiscal year

Number of shares
increased during the
fiscal year

Number of shares
decreased during the
fiscal year

Number of shares atthe end of the
fiscal year

134,042,599

33,053－134,075,652

134,042,599

33,053－134,075,652

6,351,246

2,973

190

6,354,029

6,351,246

2,973

190

6,354,029

Issued shares
Common stock (Note 1)
Total
Treasury shares
Common stock (Notes 2, 3)
Total(Notes)
1. Increase in the number of issued shares of common stock resulted from the issuance of new shares for restricted stockcompensation.
2. Increase in the number of treasury shares of common stock resulted from the request for purchase of odd-lot shares.
3. Decrease in the number of treasury shares of common stock resulted from the request for sale of odd-lot shares.
90

2. Dividends(1) Dividends paid during the fiscal year
Resolution

Type of stock

Total dividends(Millions of yen)

Dividend pershare (yen)June 27, 2023
The Ordinary General
Shareholders Meeting

Common stock

3,319

October 31, 2023
Common stock
The Board of Directors Meeting

4,725

Record date

Effective date26

March 31, 2023

June 28, 2023

37

September 30, 2023

December 5, 2023

(2) Dividends of which the record date falls in the current fiscal year, but the effective date falls in the following fiscal year
Resolution

Type of stock

June 25, 2024
The Ordinary General
Shareholders Meeting

Common stock

Total dividends Source of(Millions of yen) dividend

Dividend pershare (yen)Retainedearnings

37

4,725

Record date

Effective date

March 31, 2024 June 26, 2024

(Notes to Consolidated Statements of Cash Flows)*1 Reconciliation between cash and deposits in the consolidated balance sheets and cash and cash equivalents in the consolidated
statements of cash flows are as follows:(Millions of yen)Previous fiscal year
Current fiscal year
(from April 1, 2022
(from April 1, 2023
to March 31, 2023)
to March 31, 2024)
Cash and deposits
Time deposits with maturity exceeding 3 months

27,84331,279△76△1,554

Cash and cash equivalents

27,767

29,725(Lease Transactions)1. Finance lease transactions
Finance lease transactions which do not transfer ownership of the leased assets to the lessee(As a Lessee)(1) Description of leased assets
Property, plant and equipment
Mainly consists of refrigerated facilities (buildings and structures) of the logistics business.
Intangible assets
Mainly consists of software of the logistics business.
(2) Depreciation method of leased assets
The straight-line method is used, where the lease period is deemed as the useful life of the asset and the residual value isset as zero (0).
2. Operating lease transactions (including sublease transactions)
Future lease payments for non-cancellable operating lease transactions(As a Lessee)
Future lease payments
Previous fiscal year
(as of March 31, 2023)(Millions of yen)
Current fiscal year
(as of March 31, 2024)

Within 1 year

2,341

2,487

More than 1 year

12,424

11,325

14,766

13,812

Total

91

(As a Lessor)
Future lease receipts
Previous fiscal year
(as of March 31, 2023)
Within 1 year

17

More than 1 year
Total

(Millions of yen)
Current fiscal year
(as of March 31, 2024)
17

165

148

182

165

(Financial Instruments)
1. Information of financial instruments(1) Policy for using financial instruments
In light of working capital requirements and capital investment planning, the Group procures the necessary funds throughbank loans and bonds issuances. In addition, the Group ensures the safe and reliable management over temporary surplus
funds.
Derivative transactions are used to avoid the risks described below, and the Group’s policy is not to use them for
speculative purposes.
(2) Description and risks of financial instruments
Notes and accounts receivable - trade, which are trade receivables, are exposed to the credit risk of customers. In
addition, trade receivables denominated in foreign currencies are exposed to the exchange rate fluctuation risk.
Investment securities are shares of companies with which the Company has business relationships and are exposed to themarket price fluctuation risk.
Accounts payable - trade and Electronically recorded obligations - operating, which are trade payables, are mostly due
within 1 year. In addition, trade payables denominated in foreign currencies are exposed to the exchange rate fluctuation
risk.
Borrowings, Commercial papers, Bonds payable and Lease liabilities related to finance lease transactions are mainly forthe purpose of obtaining the finance required for capital investment.
Derivatives transactions are forward exchange contracts to hedge the exchange rate fluctuation risk related to tradereceivables and payables denominated in foreign currencies. Please refer to Note “(Significant Matters Serving as the Basisfor Preparation of Consolidated Financial Statements) 4. Accounting policies, (6) Significant hedge accounting method” forhedging instruments and hedged items, hedging policy, and method of evaluating hedge effectiveness with respect to thehedge accounting.
(3) Risk management system for financial instruments① Credit risk management (the risk relating to the breach of contract by customers)
The Group manages trade receivables on a daily basis in accordance with the credit management manual, etc.,
regularly monitors the status of customers, manages due dates and balances for each customer, and strives to quickly
identify and mitigate concerns about collection due to deterioration in financial conditions, etc.
Derivative transactions are entered into with financial institutions with qualified ratings in order to minimize the creditrisk.
② Market risk management (the risk arising from fluctuations in exchange rates, interest rates and others)
The Group uses forward exchange contracts to hedge the exchange rate fluctuation risk identified by currency related
to trade receivables and payables denominated in foreign currencies.
With regard to investment securities, the Group regularly monitors fair values and financial conditions of thecounterparties, and continuously reviews the holdings status by considering the relationship with the counterparties.
Derivative transactions are executed by the Finance division based on the management rules that stipulate the trading
policy, and the trading result is reported to the Board of Directors members of the Company and its consolidated
subsidiaries.
③ Liquidity risk management related to fund raising (the risk not being able to execute payment on due dates)
The Company and major domestic consolidated subsidiaries have introduced a cash management system, and therefore
the Company manages the liquidity risk of the system participants.
Based on reports from each company and division, the Finance division prepares and updates cash flow plans in atimely manner and manages the liquidity risk by maintaining liquidity on hand at a certain level.
(4) Supplementary explanation about fair values of financial instruments
Since variable factors are incorporated in the calculation of the fair value of financial instruments, the fair value may
fluctuate if different assumptions are adopted.

92

2. Fair values of financial instruments
Carrying amount on the consolidated balance sheet, fair value and the difference between these amounts are as follows.
Previous fiscal year (as of March 31, 2023)
Notes are omitted for Cash and deposits, Notes and accounts receivable - trade, Accounts payable - trade, Electronicallyrecorded obligations - operating, Short-term borrowings (excluding Current portion of long-term borrowings), Commercial
papers, Accrued expenses, Income taxes payable, as their fair values approximate their book values due to their short term
settlement.
(Millions of yen)
Carrying amount

Fair value

Difference

Investment securities *1
Available-for-sale securities

28,75528,755－

Total assets

28,75528,755－

Bonds payable

40,00039,533△466

Long-term borrowings

37,14537,375

230

Lease liabilities

14,515

15,070554Long-term guarantee deposits *2

1,551

1,523

△27

Total liabilities

93,21293,503291

Derivative transactions *3
To which hedge accounting is not applied

－

－

－

To which hedge accounting is applied

2,102

2,102

－

2,102

2,102

－

Total derivative transactions*1 Equity securities, etc. without market prices are not included. The carrying amount of unlisted equity securities on the
consolidated balance sheet is ¥9,526 million.
*2 Long-term guarantee deposits related to business transactions are repayable at any time upon the termination of transactions
with counterparties or upon requests for repayment. Therefore, fair value of the deposits is deemed as book value as sameas short term settlements, and they are not included on above table. The carrying amount on the consolidated balance sheetof long-term guarantee deposits related to business transactions is ¥776 million.
*3 Net receivables and payables arising from derivative transactions are presented on a net basis. Of those arising from forward
exchange contracts for which the allocation treatment is applied, are accounted for together with accounts receivable - trade
and accounts payable - trade that are hedged items.

Current fiscal year (as of March 31, 2024)
Notes are omitted for Cash and deposits, Notes and accounts receivable - trade, Accounts payable - trade, Electronicallyrecorded obligations - operating, Short-term borrowings (excluding Current portion of long-term borrowings), Commercial
papers, Accrued expenses, Income taxes payable, as their fair values approximate their book values due to their short term
settlement.
(Millions of yen)
Carrying amount

Fair value

Difference

Investment securities *1
Available-for-sale securities

38,42838,428

Total assets

38,42838,428－

Bonds payable

40,00039,569△430

Long-term borrowings

35,18235,276

93

Lease liabilities

14,062

14,485422－

Long-term guarantee deposits *2

1,176

1,146

△30

Total liabilities

90,422

90,47755

Derivative transactions *3
To which hedge accounting is not applied

－

－

－

To which hedge accounting is applied

3,170

3,170

－

3,170

3,170

－

Total derivative transactions*1 Equity securities, etc. without market prices are not included. The carrying amount of unlisted equity securities on the
consolidated balance sheet is ¥8,430 million.

93

*2 Long-term guarantee deposits related to business transactions are repayable at any time upon the termination of transactions
with counterparties or upon requests for repayment. Therefore, fair value of the deposits is deemed as book value as sameas short term settlements, and is not included on above table. The carrying amount on the consolidated balance sheet oflong-term guarantee deposits related to business transactions is ¥817 million.
*3 Net receivables and payables arising from derivative transactions are presented on a net basis. Of those arising from forward
exchange contracts for which the allocation treatment is applied, are accounted for together with accounts receivable - trade
and accounts payable - trade that are hedged items.
(Note) 1 Redemption schedule of monetary claims after the consolidated fiscal year end datePrevious fiscal year (as of March 31, 2023)(Millions of yen)
Within 1 year
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Total

More than 1 year

27,827－

137－

101,137－

129,102－

Current fiscal year (as of March 31, 2024)(Millions of yen)
Within 1 year
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Total

More than 1 year

31,261－

9－

105,801－

137,072－(Note) 2 Repayment schedule of bonds payable, long-term borrowings, lease liabilities and other interest-bearing liabilities after
the consolidated fiscal year end datePrevious fiscal year (as of March 31, 2023)(Millions of yen)
Within 1 year

Over 1 year
Over 2 years Over 3 years Over 4 years
Within 2 years Within 3 years Within 4 years Within 5 yearsOver
5 years

Short-term borrowings

16,919

－

－

－

－

－

Bonds payable

10,000－10,000－10,00010,000Long-term borrowings

2,277

11,921

9,583

76

70

13,216

Lease liabilities

3,462

3,203

2,489

1,814

1,323

2,223

Current fiscal year (as of March 31, 2024)(Millions of yen)
Within 1 year
Short-term borrowings

Over 1 year
Over 2 years Over 3 years Over 4 years
Within 2 years Within 3 years Within 4 years Within 5 yearsOver
5 years

6,708

－

－

－

－

－

－

10,00010,00010,00010,000－Long-term borrowings

10,643

9,698

173

277

277

14,113

Lease liabilities

3,569

3,006

2,322

1,815

1,375

1,973

Bonds payable94

3. Breakdown of fair value of financial instruments by level
Carrying amount on the consolidated balance sheet, fair value, difference between these amounts and fair value by level are
as follows.
Fair value of financial instruments is classified into the following 3 levels based on the observability and materiality of the
inputs used to determine the fair value.
Level 1 fair value: Fair value determined by quoted prices for assets or liabilities that are subject to valuation in active
markets out of the inputs for determining observable fair value
Level 2 fair value: Fair value calculated using inputs for determining fair value other than Level 1 inputs, out of the inputs
for determining observable fair value
Level 3 fair value: Fair value calculated using inputs related to the calculation of unobservable fair value
In case multiple inputs are used that have a significant impact on the calculation of fair value, the fair value is classified as
the lowest priority level in determining fair value among the levels to which each of those inputs belongs.
(1) Financial instruments recorded at fair value in the consolidated balance sheet
Previous fiscal year (as of March 31, 2023)(Millions of yen)
Fair value
Level 1
① Investment securities
Available-for-sale securities
Total assets② Derivative transactions
To which hedge accounting is not applied
To which hedge accounting is applied
Total derivative transactions

Level 2

Level 3

Total

28,75528,755－－－－28,75528,755

－
－
－

－
2,102
2,102

－
－
－

－
2,102
2,102

Current fiscal year (as of March 31, 2024)(Millions of yen)
Fair value
Level 1
① Investment securities
Available-for-sale securities
Total assets② Derivative transactions
To which hedge accounting is not applied
To which hedge accounting is applied
Total derivative transactions

Level 2

Level 3

Total

38,42838,428－－－－38,42838,428

－
－
－

－
3,170
3,170

－
－
－

－
3,170
3,170

(2) Financial instruments other than financial instruments recorded at fair value in the consolidated balance sheet
Previous fiscal year (as of March 31, 2023)(Millions of yen)
Fair value
Level 1
③ Bonds payable④ Long-term borrowings⑤ Lease liabilities⑥ Long-term guarantee deposits
Total liabilities

Level 2－－－－－

Level 339,53337,375
15,0701,523
93,503

Total
－
－
－
－
－

39,53337,375
15,0701,523
93,503Current fiscal year (as of March 31, 2024)(Millions of yen)
Fair value
Level 1
③ Bonds payable④ Long-term borrowings⑤ Lease liabilities⑥ Long-term guarantee deposits
Total liabilities

Level 2
－
－
－
－
－

95

39,56935,276
14,485
1,146
90,477

Level 3

Total
－
－
－
－
－

39,56935,276
14,485
1,146
90,477

(Notes) Explanation of valuation method used to calculate fair value and inputs related to the calculation of the fair value① Investment securities
Fair value of securities is calculated based on market prices. As listed equity securities are traded in an active market,
their fair values are classified as Level 1 fair value.
② Derivative transactions
Fair value of forward exchange contracts is based on the fair value quoted by financial institutions. As the fair value iscalculated using observable inputs such as exchange rates, it is classified as Level 2 fair value.
③ Bonds payable
Fair value of bonds payable issued by the Company is calculated based on the present value of total amount ofprincipal and interest discounted by the interest rate considering the remaining term of bonds and credit risk. The fairvalue is classified as Level 2 fair value.
④ Long-term borrowings
Fair value is calculated based on total amount of principal and interest discounted by the interest rate assumed forsimilar new borrowings. The fair value is classified as Level 2 fair value.
⑤ Lease liabilities
Fair value is calculated based on the present value of total amount of principal and interest discounted by the interest
rate assumed for a similar new lease transaction. The fair value is classified as Level 2 fair value.
⑥ Long-term guarantee deposits
Fair value is calculated based on the present value of the deposits discounted by the interest rate considering theremaining term of long-term guarantee deposits and credit risk. The fair value is classified as Level 2 fair value.

(Securities)
1. Available-for-sale securities
Previous fiscal year (as of March 31, 2023)(Millions of yen)Type
Amount on consolidatedbalance sheet exceedingacquisition cost
Amount on consolidatedbalance sheet below
acquisition cost

Carrying amount

Acquisition cost

Difference

Equity securities

28,425

11,295

17,130Subtotal

28,425

11,295

17,130Equity securities

313

344

△31

Debt securities

16

16

－

Subtotal

329

360

△31

28,755

11,656

17,099Total(Note) Unlisted equity securities, etc. (carrying amount on the consolidated balance sheet: ¥2,013 million) are not included in
the above table because they are equity securities, etc. without market prices.

Current fiscal year (as of March 31, 2024)(Millions of yen)Type
Amount on consolidatedbalance sheet exceedingacquisition cost
Amount on consolidatedbalance sheet below
acquisition cost

Carrying amount

Acquisition cost

Difference

Equity securities

38,161

11,273

26,887

Subtotal

38,161

11,273

26,887

Equity securities

251

264

△12

Debt securities

15

15

－

Subtotal

266

279

△12

38,428

11,553

26,874

Total(Note) Unlisted equity securities, etc. (carrying amount on the consolidated balance sheet: ¥1,979 million) are not included in
the above table because they are equity securities, etc. without market prices.

96

2. Sales of available-for-sale securities during the fiscal year
Previous fiscal year (from April 1, 2022 to March 31, 2023)(Millions of yen)Type

Proceeds from sales

Equity securities

Gains on sales

1,545

Losses on sales
674－

Current fiscal year (from April 1, 2023 to March 31, 2024)(Millions of yen)Type

Proceeds from sales

Gains on sales

Losses on sales

Equity securities

311

133

△0

Debt securities

1

－

－

3. Impairment loss of securities
No impairment loss was recognized in the previous fiscal year.
In the current fiscal year, ¥25 million of impairment losses (¥25 million for equity securities without market prices) wererecognized for securities.
The criteria for impairment of the Group are as follows:(1) When the fair value of an individual security declines by 40% or more compared to the acquisition cost
Impairment loss is recognized unless it is evident that the fair value will recover to a level near the acquisition cost within 1
year.
(2) When the fair value of an individual security declines by 30% or more and less than 40% compared to the acquisition cost
Impairment loss is recognized if any of the followings is applicable, and it is deemed to be unlikely to be recovered.
① The rate of decline has remained at 30% or more to less than 40% of the acquisition cost over 2 years.
② The issuing company is in a state of insolvency.
③ Losses are recorded for 2 consecutive fiscal years and it is expected to record losses in the following fiscal year as well.

(Derivative Transactions)
1. Derivative transactions to which hedge accounting is not applied
Not applicable.
2. Derivative transactions to which hedge accounting is applied(1) Currency-related transactions
Previous fiscal year (as of March 31, 2023)(Millions of yen)
Hedge accounting
methodType of derivative

Forward exchange
contracts
Sold-US dollar
Principle method-Japanese yen
Bought-US dollar-OtherForward exchange
contracts
Sold
Allocation-US dollar
treatment for-Japanese yen
Forward exchange-Chinese Yuan
contracts, etc.
Bought-US dollar-Other
Total

Contract amount,etc.

Of the contract
amount, etc.
over 1 year

Accounts receivable - trade(forecast transactions)

2,056
138

－
－

19
△0

Accounts payable - trade(forecast transactions)45,5370

10,891－

2,082
0Accounts receivable- trade

2,605
128
176

－
－
－

2,251
52
52,947－－
10,891Main hedged items

Accounts payable - trade

97

Fair value(Note)

2,102

(Note) The fair value of forward exchange contracts, etc., for which the allocation treatment is applied, is included in the fairvalue of the hedged items because they are accounted for together with accounts receivable - trade and accounts payable trade that are hedged items.
Current fiscal year (as of March 31, 2024)(Millions of yen)
Hedge accounting
methodContract amount,etc.

Of the contract
amount, etc.
Over 1 year

Accounts receivable - trade(forecast transactions)

1,476
55

－
－

32
△1

Accounts payable - trade(forecast transactions)

43,269
－

9,630
－

3,139
－

Accounts receivable- trade

1,877
14
－

－
－
－

2,454
－
49,146－－9,630

Type of derivative

Forward exchange
contracts
Sold-US dollar
Principle method-Japanese yen
Bought-US dollar-OtherForward exchange
contracts
Sold
Allocation-US dollar
treatment for-Japanese yen
Forward exchange-Chinese Yuan
contracts, etc.
Bought-US dollar-Other
Total

Main hedged items

Accounts payable - trade

Fair value(Note)

3,170(Note) The fair value of forward exchange contracts, etc., for which the allocation treatment is applied, is included in the fairvalue of the hedged items because they are accounted for together with accounts receivable - trade and accounts payable trade that are hedged items.
(2) Interest-related transactions
Previous fiscal year (as of March 31, 2023)
Not applicable.
Current fiscal year (as of March 31, 2024)
Not applicable.

(Retirement Benefits)
1. Outline of retirement benefit plans adopted
The Company and some of its consolidated subsidiaries adopt a combination of a defined contribution pension plan, prepaid
retirement allowance and lump-sum payments at the time of retirement. Other consolidated subsidiaries adopt a defined benefit
corporate pension plan or a lump-sum retirement benefit plan, etc.
In addition, the Company has an early retirement support program that is not subject to actuarially computed retirement
benefit obligations in accordance with the accounting standards for retirement benefits. The Company may pay extra retirement
payments for early retirement of employees, etc.
Regarding the defined benefit corporate pension plan and the lump-sum retirement benefit plan of certain consolidated
subsidiaries, retirement benefit liability, retirement benefit asset, and retirement benefit expenses are calculated by using thesimplified method.

98

2. Defined benefit plan
(1) Reconciliation of beginning and ending balances of retirement benefit liability and retirement benefit asset for the plans towhich the simplified method is applied
Previous fiscal year
(from April 1, 2022
to March 31, 2023)(Millions of yen)
Current fiscal year
(from April 1, 2023
to March 31, 2024)

1,979

2,082

263

278

△180

△238

△38
58

△45
92

2,082

2,169

Retirement benefit liability and retirement benefit asset (△)
at the beginning of the fiscal year
Retirement benefit expenses
Payments of retirement benefits
Contributions to the plans
Other
Retirement benefit liability and retirement benefit asset (△)
at the end of the fiscal year

(Note) In the above table, retirement benefit liability and retirement benefit asset are offset.
(2) Reconciliation from projected benefit obligations and plan assets at the end of the fiscal year to retirement benefit liability
and retirement benefit asset recorded in the consolidated balance sheet(Millions of yen)Previous fiscal year
(as of March 31, 2023)

Current fiscal year
(as of March 31, 2024)

Projected benefit obligations of funded plans
Plan assets

505

501

△464

△477

Projected benefit obligations of unfunded plans

41
2,040

23
2,146

Net of liability and asset recorded in the consolidated balance sheet

2,082

2,169

Retirement benefit liability

2,121

2,208

Retirement benefit asset

△38

△38

Net of liability and asset recorded in the consolidated balance sheet

2,082

2,169

(3) Retirement benefit expenses
Retirement benefit expenses calculated by the simplified method amount to ¥263 million for the previous fiscal year and¥278 million for the current fiscal year.
3. Defined contribution plans
Required contributions to defined contribution plans (including the smaller enterprise retirement allowance mutual aid
system, etc.) of the Company and its consolidated subsidiaries were ¥2,209 million for the previous fiscal year and ¥2,299
million for the current fiscal year.

(Stock Options)Not applicable.

99

(Tax Effect Accounting)
1. Major components of deferred tax assets and liabilities(Millions of yen)Previous fiscal year
(as of March 31, 2023)
Deferred tax assets
Asset retirement obligations
Tax loss carryforwards (Note 2)
Accrued expenses
Unrealized losses on non-current assets
Retirement benefit liability
Accrued bonuses
Excess depreciation
Enterprise tax payable
Loss on valuation of investment securities
Impairment loss
Adjustment for loss on transfer
Difference at the time of change in accounting standard for leases
Other
Subtotal
Valuation allowance for tax loss carryforwards (Note 2)
Valuation allowance for total future deductible temporary
differences
Subtotal of valuation allowance (Note 1)
Total deferred tax assets
Offset against deferred tax liabilities
Net deferred tax assets
Deferred tax liabilities
Valuation difference on available-for-sale securities
Reserve for tax purpose reduction entry of non-current assets
Deferred gains on hedges
Undistributed earnings
Valuation difference on non-current assets due tocapital consolidation
Property, plant and equipment corresponding toasset retirement obligations
Adjustment for gain on transfer
Other
Total deferred tax liabilities
Offset against deferred tax assets
Net deferred tax liabilities

Current fiscal year
(as of March 31, 2024)

1,294
1,120
974
824
749
457
429
352
323
211
127
67
1,997
8,929
△1,005

1,398
1,916
943
829
765
600
1,034
491
305
399
127
44
2,506
11,362△1,519△1,169△2,593△2,175
6,754△4,028
2,726△4,112
7,249△4,5592,690△4,999△1,168△674△1,270△8,024△1,142△966△1,568

△684

△756

△356

△410

△139
△879
△10,173
4,028△6,145△139△976△13,985
4,559△9,425(Notes) 1 The change in valuation allowance resulted from the review of recoverability of the deferred tax assets.
2 Breakdown of tax loss carryforwards and deferred tax assets by expiry datePrevious fiscal year (as of March 31, 2023)(Millions of yen)
Within 1 year
Tax loss carryforwards (*1)

Over 1 year Over 2 years Over 3 years Over 4 years
Within 2
Within 3
Within 4
Within 5 Over 5 years
years
years
years
years

Total

19

28

27

36

33

974

1,120

Valuation allowance

△19

△28

△27

△36

△32

△860

△1,005

Deferred tax assets

－

－

－

－

1

113

(*2) 115*1 Tax loss carryforwards is the amount multiplied by effective statutory tax rate.
*2 Since taxable income is expected for the following fiscal year, a part of tax loss carryforwards is considered as recoverable.

100Current fiscal year (as of March 31, 2024)(Millions of yen)
Within 1 year
Tax loss carryforwards (*1)

Over 1 year Over 2 years Over 3 years Over 4 years
Within 2
Within 3
Within 4
Within 5 Over 5 years
years
years
years
years

Total

27

26

48

38

60

1,715

1,916

Valuation allowance

△27

△26

△48

△38

△49

△1,329△1,519Deferred tax assets

－

－

－

－

10

386

(*2) 397*1 Tax loss carryforwards is the amount multiplied by effective statutory tax rate.
*2 Since taxable income is expected for the following fiscal year, a part of tax loss carryforwards is considered as recoverable.
2. Major items that caused the difference between the effective statutory tax rate and the effective tax rate after applying the tax
effect accounting
Previous fiscal year
(as of March 31, 2023)
Effective statutory tax rate
(Adjustment)
Entertainment and other permanently non-deductible expenses
Dividend and other permanently non-taxable income
Inhabitants’ tax per capita
Change in valuation allowance
Tax credit for research and development expenses, etc.
Tax rate differences of overseas subsidiaries
Share of profit of entities accounted for using equity method
Undistributed earnings of subsidiaries and associates
Other
Effective tax rate after applying the tax effect accounting(Business Combinations)
There are no material business combinations.

101

30.6 %
0.5
0.2
0.4
△1.6
△0.7
△3.1
△0.4
1.1
1.3
28.3

Current fiscal year
(as of March 31, 2024)
Since the difference
between the effective
statutory tax rate andthe effective tax rate
after applying the tax
effect accounting isless than 5% of theeffective statutory tax
rate, this note isomitted.

(Asset Retirement Obligations)
Asset retirement obligations recorded on the consolidated balance sheet
1. Outline of asset retirement obligations
Mainly consists of restoration obligations, etc. associated with fixed-term land leasehold contracts for refrigerated
warehouses.
2. Calculation method for the amount of asset retirement obligations
Asset retirement obligations are calculated using the expected useful lives of 10 to 50 years after acquiring and the discountrates of 0.339% to 2.436% (for overseas △0.085% to 4.306%).
3. Changes in asset retirement obligations during the fiscal year
(Millions of yen)
Current fiscal year
(from April 1, 2023
to March 31, 2024)

Previous fiscal year
(from April 1, 2022
to March 31, 2023)
Balance at the beginning of the fiscal year
Increase due to purchase of property, plant and equipment

4,180
319

4,643

－

－
86
59

Decrease due to fulfill of asset retirement obligations
Other increase/△decrease

△12
73

△154
133

Balance at the end of the fiscal year

4,643

4,768

Adjustments due to the passage of time
Increase due to change in estimate (Note)

82(Note) In the current fiscal year, regarding to the asset retirement obligations recorded for restoration obligations associatedwith fixed-term land leasehold contracts for refrigerated warehouses, the Company obtained new information from reestimation of the restoration costs. As a result, ¥59 million of increase due to change in estimate was added to the asset
retirement obligations.
(Investment and Rental property)
The Company and some of its consolidated subsidiaries own buildings and land for lease in Tokyo and other areas.
Net rent income related to the investment and rental property is ¥1,898 million for the previous fiscal year (rent income isincluded in net sales and rent expenses are included in cost of sales).
Net rent income related to the investment and rental property is ¥1,678 million for the current fiscal year (rent income isincluded in net sales and rent expenses are included in cost of sales).
Carrying amount on the consolidated balance sheet, increase or decrease during the fiscal year, as well as fair value of theinvestment and rental properties are as follows.
(Millions of yen)Previous fiscal year
(from April 1, 2022
to March 31, 2023)

Current fiscal year
(from April 1, 2023
to March 31, 2024)

Carrying amount on the consolidated balance sheet
Carrying amount at the beginning of the fiscal year
Net increase/△decrease
Carrying amount at the end of the fiscal year
Fair value at the end of the fiscal year

9,337

9,652

315

△46

9,652

9,606

46,23248,035(Notes) 1 Carrying amount on the consolidated balance sheet is an acquisition cost deducting accumulated depreciation.
2 For the previous fiscal year, major increase represents ¥379 million of capital investments and ¥467 million of change
in use of the property. Major decrease represents ¥510 million of depreciation. For the current fiscal year, major
increase represents ¥566 million of capital investments. Major decrease represents ¥546 million of depreciation and¥55 million of disposal.
3 Fair value of major properties is based on appraisals obtained from outside real estate appraisers. For other relatively
immaterial properties, fair value is based on certain valuation and other value based on the indicators considered to beproperly reflected by market prices.

102

(Revenue Recognition)
1. Breakdown of revenue from contracts with customers
The Group breaks down each segment into major sales management classification based on revenues generated fromcontracts with customers.
(Millions of yen)Previous fiscal year
(from April 1, 2022
to March 31, 2023)

Reportable segment
Major classification for sales management

Processed
foods(Note 1)

Household-use prepared foods

81,35587,441

Commercial-use prepared foods

100,054

102,677

Processed agricultural products

20,47923,723

Overseas

58,902

61,902

Other

14,904

15,120275,697

290,866

68,99561,601

SubtotalMarine products
Meat and poultry products

Logistics(Note 1)

Current fiscal year
(from April 1, 2023
to March 31, 2024)

85,75581,828Logistics network

114,531

118,591

Regional storage

62,567

63,814

Overseas

63,745

71,137

Other/Common

3,363

3,813

244,207257,355

6,092

6,782

680,747

698,434

4,532

4,465

Subtotal
Other (Note 2)
Total revenue from contracts with customers
Real estate

4,532

4,465

Adjustment△23,075△22,808

Net sales to external customers

662,204

680,091

Other revenue total(Notes) 1 Breakdown information for the processed foods business and the logistics business in the previous fiscal year has
been reclassified to reflect the major sales management classification applied in the current fiscal year.
2 “Other” represents operating segments not included in the reportable segments, such as bioscience business,businesses related to human resources and payroll related services, and greening management and cleaning services,etc.
2. Information that provides a basis for understanding the revenue from contracts with customers
Information that provides a basis for understanding the revenue from contracts with customers is described in the note“(Significant Matters Serving as the Basis for Preparation of Consolidated Financial Statements) 4. Accounting policies, (4)Basis for recognition of significant revenues and expenses.” The payment is collected in approximately 1 to 2 months based on
the contract with the customer.
3. Information to understand the amount of revenue in the current and subsequent fiscal years(1) Outstanding contract liabilities
Outstanding contract liabilities at the fiscal year end arising from contracts with customers is described in “(Notes toConsolidated Balance Sheets) *6 Contract liabilities.” The amount of revenue recognized in the current fiscal year that was
included in the beginning balance of contract liabilities was ¥1,106 million.
(2) Transaction price allocated to remaining performance obligations
Disclosure is omitted for the contracts with an initial expected term of 1 year or less, and for which the practical
expedient is applied. There are no material amounts of consideration arising from contracts that are not included intransaction price.

103

(Segment Information, etc.)[Segment information]
1. General information about reportable segments
Reportable segments are components of the Company and its consolidated subsidiaries for which separate financial
information is available and whose operating results are regularly reviewed by the Board of Directors to make decisions about
resources to be allocated to the segments and to assess their performance. Reportable segments are determined by product andservice as “Processed foods,” “Marine products,” “Meat and poultry products,” “Logistics” and “Real estate.”
General information about the segments is as follows:(a) Processed foods: Manufacturing, processing and sales of prepared frozen foods, processed agricultural products, retortpouch foods, wellness foods, acerola and packaged ice(b) Marine products: Processing and sales of marine products(c) Meat and poultry products: Processing and sales of livestock products, and breeding and sales of chicken(d) Logistics: Providing transportation/distribution services and distribution center functions, logistics consulting, providing
storage services, production and sales of ice, and construction work and design(e) Real estate: Leasing of office buildings and parking lots and management of real estate
2. Calculation method for sales, profit or loss, assets, liabilities and other items by reportable segment
Accounting methods used at reported operating segments are almost same as described in “(Significant Matters Serving as
the Basis for Preparation of Consolidated Financial Statements).”
Profit of reportable segments is the figure based on operating profit. Intercompany sales and transfers among the segments
are based on third-party transaction prices.
3. Sales, profit or loss, assets, liabilities and other items by reportable segment
Previous fiscal year (from April 1, 2022 to March 31, 2023)(Millions of yen)
Reportable segment
Processed Marine
foods
products
Sales:Net sales toexternal customers
Intercompany sales andtransfers among
the segments
Total

Meat andpoultry Logistics Real estate
products

Total

Other
(Note 1)

Total

Adjustment Consolidated(Note 2)
(Note 3)

275,398

68,903

82,975

226,7103,043

657,030

5,174

662,204－

662,204

299

91

2,779

17,497

1,489

22,157917

23,075△23,075－

275,697

68,99585,755244,207

4,532

679,187

6,092

685,279△23,075

662,204

Segment profit/△loss

13,962951

959

15,147

1,798

32,819829

33,648△713

32,935

Segment assets

172,041

27,782

19,633202,234

16,261

437,953

8,162

446,115

11,217457,333

8,050

162

241

11,265782

20,502279

20,782

1,415

22,198

116

－

－

324

－

440

55

495

－

495

1,362

－

－

5,168

－

6,530

－

6,530

1,847

8,378

14,852

144

227

14,286560

30,072

46

30,1191,071

31,190

Other items:
Depreciation
Amortization of goodwill
Investments in entities
accounted for by theequity method
Increase in property, plantand equipment andintangible assets(Notes) 1 “Other” represents operating segments not included in the reportable segments, such as bioscience business, businesses related tohuman resources and payroll related services, and greening management and cleaning services, etc.
2 Details of adjustment are as follows.
(1) Adjustments to “segment profit/△loss” are elimination of intersegment transactions of △¥7,735 million and income/△loss of¥7,022 million related to the holding company (the company filling the consolidated financial statements) that is not allocated toeach reportable segment.
(2) Adjustments to “segment assets” are elimination of intersegment credits of △¥195,227 million and ¥206,444 million of corporate
assets.
Corporate assets mainly consist of surplus operating funds (cash and deposits) and long-term investment funds (investment
securities) of the holding company (the company filling the consolidated financial statements), and assets related toadministrative department that are not allocated to each reportable segment.
(3) Adjustment to “depreciation” is depreciation related to corporate assets.
(4) Adjustment to “investment in entities accounted for by the equity method” is the amount of investment in entities accounted forby the equity method that do not belong to any reportable segment.
(5) Adjustment to “increase in property, plant and equipment and intangible assets” represents increase in corporate assets.
3 Segment profit/△loss is adjusted to operating profit in the consolidated financial statements.

104

Current fiscal year (from April 1, 2023 to March 31, 2024)(Millions of yen)
Reportable segment

Sales:Net sales toexternal customers
Intercompany sales andtransfers among
the segments
Total

Meat and
Processed Marine
poultry Logistics Real estate
foods
products
products

Total

Other
(Note 1)

Total

Adjustment Consolidated(Note 2)
(Note 3)

290,61361,577

78,790240,275

2,910

674,1685,922

680,091－

680,091

252

23

3,037

17,0801,554

21,948860

22,808△22,808－

290,866

61,601

81,828257,355

4,465

696,116

6,782

702,899△22,808

680,091

Segment profit/△loss

17,416591

1,043

15,833

1,659

36,544

1,288

37,832△921

36,911

Segment assets

178,743

23,115

19,970217,338

16,456455,6248,040

463,665

21,492

485,157

9,481

144

250

12,135809

22,820266

23,086

1,132

24,219

120

－

－

481

－

602

－

602

－

602

1,552

－

－

3,421

－

4,974

－

4,974

2,070

7,045

6,304

235

342

21,501

915

29,29936

29,3362,001

31,337

Other items:
Depreciation
Amortization of goodwill
Investments in entities
accounted for by theequity method
Increase in property, plantand equipment andintangible assets(Notes) 1 “Other” represents operating segments not included in the reportable segments, such as bioscience business, businesses related tohuman resources and payroll related services, and greening management and cleaning services, etc.
2 Details of adjustment are as follows.
(1) Adjustments to “segment profit/△loss” are elimination of intersegment transactions of △¥8,000 million and income/△loss of¥7,079 million related to the holding company (the company filling the consolidated financial statements) that is not allocated toeach reportable segment.
(2) Adjustments to “segment assets” are elimination of intersegment credits of △¥182,801 million and ¥204,293 million of corporate
assets.
Corporate assets mainly consist of surplus operating funds (cash and deposits) and long-term investment funds (investment
securities) of the holding company (the company filling the consolidated financial statements), and assets related toadministrative department that are not allocated to each reportable segment.
(3) Adjustment to “depreciation” is depreciation related to corporate assets.
(4) Adjustment to “investment in entities accounted for by the equity method” is the amount of investment in entities accounted forby the equity method that do not belong to any reportable segment.
(5) Adjustment to “increase in property, plant and equipment and intangible assets” represents increase in corporate assets.
3 Segment profit/△loss is adjusted to operating profit in the consolidated financial statements.

105[Related information]
Previous fiscal year (from April 1, 2022 to March 31, 2023)
1. Information by product and service
The description is omitted because the same information is disclosed in the segment information.
2. Information by region(1) Net sales(Millions of yen)Japan

Overseas528,927

Total
133,277

662,204(2) Property, plant and equipment(Millions of yen)Japan

Overseas161,061

Total
34,011

195,073

3. Information by major customer(Millions of yen)
Customer’s name

Net sales

Mitsubishi Shokuhin Co., Ltd.

Related segment name75,363

Processed foods

Current fiscal year (from April 1, 2023 to March 31, 2024)
1. Information by product and service
The description is omitted because the same information is disclosed in the segment information.
2. Information by region(1) Net sales(Millions of yen)Japan

Overseas535,076

Total
145,014680,091(2) Property, plant and equipment(Millions of yen)Japan

Overseas
163,227

Total
43,857207,084

3. Information by major customer(Millions of yen)
Customer’s name

Net sales

Mitsubishi Shokuhin Co., Ltd.

Related segment name77,181

106

Processed foods

[Information on impairment losses on non-current assets by reportable segment]
Previous fiscal year (from April 1, 2022 to March 31, 2023)(Millions of yen)
Reportable segment
Meat and
Processed Marine
poultry Logistics Real estate
foods
products
products
Impairment loss

53

136

－

28

－

Total

Other

217

269

Total

487

Adjustment Consolidated－

487

Current fiscal year (from April 1, 2023 to March 31, 2024)(Millions of yen)
Reportable segment
Meat and
Processed Marine
poultry Logistics Real estate
foods
products
products
Impairment loss

50

165

－

299

－

Total

Other

515

16

Total

531

Adjustment Consolidated－

531[Information on amortization and outstanding balance of goodwill by reportable segment]
Previous fiscal year (from April 1, 2022 to March 31, 2023)(Millions of yen)
Reportable segment
Meat and
Processed Marine
poultry Logistics Real estate
foods
products
products

Total

Other

Total

Adjustment Consolidated

Amortization of goodwill

116

－

－

324

－

440

55

495

－

495

Outstanding balanceof goodwill

888

－

－

5,798

－

6,687

－

6,687

－

6,687

Current fiscal year (from April 1, 2023 to March 31, 2024)(Millions of yen)
Reportable segment
Processed Marine
foods
products

Meat andpoultry Logistics Real estate
products

Total

Other

Total

Adjustment Consolidated

Amortization of goodwill

120

－

－

481

－

602

－

602

－

602

Outstanding balanceof goodwill

810

－

－

6,095

－

6,906

－

6,906

－

6,906

[Information on gain on bargain purchase by reportable segment]
Previous fiscal year (from April 1, 2022 to March 31, 2023)
The description is omitted due to immaterial.
Current fiscal year (from April 1, 2023 to March 31, 2024)
Not applicable.

[Related party information]
The description is omitted due to immaterial.

107

(Per Share Information)
Previous fiscal year
(from April 1, 2022
to March 31, 2023)
Net assets per share
Profit per share

Current fiscal year
(from April 1, 2023
to March 31, 2024)

1,757.70 yen

1,984.04 yen

167.14 yen

191.80 yen(Notes) 1 “Diluted profit per share” is not disclosed as there are no diluted shares.
2 Basis to calculate net assets per share is following.
Previous fiscal year
(as of March 31, 2023)
Net assets (Millions of yen)

Current fiscal year
(as of March 31, 2024)

233,513265,942

Amounts excluded from net assets: (Millions of yen)
9,070

12,537

Net assets attributable to common stock (Millions of yen)

For non-controlling interests

224,443

253,404

Number of shares of common stock used for the
calculation of net assets per share (thousands of shares)

127,691

127,721

3 Basis to calculate profit per share is following.
Previous fiscal year
(from April 1, 2022
to March 31, 2023)

Current fiscal year
(from April 1, 2023
to March 31, 2024)

Profit per share
Profit attributable to owners of parent(Millions of yen)Amounts not attributable to shareholders ofcommon stock (Millions of yen)
Profit attributable to owners of parent forcommon stock (Millions of yen)
Average number of shares of common stockduring the fiscal year (thousands of shares)(Significant Subsequent Events)
Not applicable.

108

21,56824,495－－

21,56824,495129,046

127,713

⑤ Consolidated Supplementary Schedule[Details of bonds payable]
Balance atBalance at end of
beginning of the the current fiscal
current fiscal year
year
(Millions of yen) (Millions of yen)Interest
rate(%)

Secured Redemption deadline

－

0.190

none

October 25, 2023

10,00010,000

0.250

none

August 29, 2025

August 31, 2020

10,00010,000

0.240

none

August 31, 2027

No. 26 unsecured straight bond(with inter-bond pari passu clause)

November 26, 2021

10,00010,000

0.170

none

November 24, 2028〃

No. 27 unsecured straight bond(with inter-bond pari passu clause)

November 24, 2023－

10,000

0.420

none

November 24, 2026

Total

－

－

40,00040,000－－－Company Name

Description

Date of issuance

The Company

No. 23 unsecured straight bond(with inter-bond pari passu clause)

October 25, 2016

10,000〃No. 24 unsecured straight bond(with inter-bond pari passu clause)

August 30, 2018〃

No. 25 unsecured straight bond(with inter-bond pari passu clause)〃(Note) Redemption schedule for each year within 5 years after the consolidated balance sheet date is as follows.
(Millions of yen)Over 1 year
Within 2 years

Within 1 year－

Over 2 years
Within 3 years

10,000Over 3 years
Within 4 years

10,000Over 4 years
Within 5 years

10,00010,000[Details of borrowings, etc.]
Balance at beginning of
the current fiscal year
(Millions of yen)

Balance at end of
the current fiscal year
(Millions of yen)

Average interest rate(%)

Short-term borrowings

16,919

6,708

2.918

－

Current portion of long-term borrowings

2,277

10,643

0.198－

Current portion of lease liabilities

3,462

3,569

2.230

－

Long-term borrowings (excluding current
portion of long-term borrowings) (Note 2)

34,867

24,5390.950

2025～2039

Lease liabilities (excluding current portionof lease liabilities) (Note 2)

11,052

10,4931.937

2025～2036

Commercial papers (within 1 year)

6,000

2,000

0.109

－

Long-term guarantee deposits(Those with no repayment deadline)

676

729

0.484

－

Total

75,257

58,684－－

Classification

Repayment deadline

Other interest-bearing liabilities(Notes) 1 “Average interest rate” is the weighted average of the interest rates applied to the outstanding balance of borrowings at
end of the period.
2 Repayment schedule of long-term borrowings and lease liabilities (excluding those scheduled to be repaid within 1 year) for
each year within 5 years after the consolidated balance sheet date are as follows.
(Millions of yen)Over 1 year
Within 2 years

Over 2 years
Within 3 years

Over 3 years
Within 4 years

Over 4 years
Within 5 years

Long-term borrowings

9,698

173

277

277

Lease liabilities

3,006

2,322

1,815

1,375

[Details of asset retirement obligations]
Since the matters that should be stated here are disclosed as notes stipulated in Article 15-23 of the Consolidated Financial
Statement Regulations, details of asset retirement obligations are omitted.

109

(2) Other
Quarterly information, etc. for the current fiscal year
(Cumulative period)
Net sales (Millions of yen)
Quarterly profit before income taxes(Millions of yen)
Quarterly profit attributable to owners ofparent (Millions of yen)
Quarterly profit per share (yen)(Each accounting period)
Quarterly profit per share (yen)First quarter

Second quarter

Third quarter

Current fiscal year

163,965

332,211514,409680,091

7,945

17,95030,394

37,1604,964

11,69020,08424,495

38.88

91.55

157.26191.80First quarter
38.88

110

Second quarter
52.67

Third quarter
65.71

Fourth quarter
34.54

2. Non-consolidated Financial Statements, etc.
(1) Non-consolidated Financial Statements① Non-consolidated Balance Sheets(Millions of yen)Previous fiscal year
(as of March 31, 2023)
AssetsCurrent assets
Cash and deposits
Accounts receivable - trade
Real estate for sale
Short-term loans receivable from subsidiaries
and associates
Accounts receivable - other
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
Tools, furniture and fixtures
Land
Leased assets
Construction in progress
Total property, plant and equipment
Intangible assets
Software
Other
Total intangible assets
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Investments in capital of subsidiaries
and associates
Long-term loans receivable from subsidiaries
and associates
Leasehold and guarantee deposits
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets

*1

*3

111

Current fiscal year
(as of March 31, 2024)

5,136
8
13

4,046
7
10

54,67742,163

1,353
210
△280
61,119

912
209
△320
47,031

12,869*3 286*3 152*3 364
1,190
203
121
15,188*1*3

12,807*3 277*3 578*3 3461,190
219
50
15,471

2,737
8
2,746

3,212
7
3,220

20,86069,701

29,437
69,701120

120

40,70343,750

729
192
△134
132,172
150,107211,227

729
237
△134
143,840
162,532
209,564

(Millions of yen)Previous fiscal year
(as of March 31, 2023)
Liabilities
Current liabilities
Short-term borrowings
Commercial papers
Current portion of bonds payable
Current portion of long-term borrowings
Lease liabilities
Accounts payable - otherAccrued expenses
Income taxes payable
Deposits received
Provision for bonuses for directors(and other officers)
Other
Total current liabilities
Non-current liabilities
Bonds payable
Long-term borrowings
Lease liabilities
Deferred tax liabilities
Long-term guarantee deposits
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Total capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for tax purpose reduction entry
of non-current assets
General reserve
Retained earnings brought forward
Total retained earnings
Treasury shares
Total shareholders’ equity
Valuation and translation adjustments
Valuation difference on available-for-salesecurities
Total valuation and translation adjustments
Total net assets
Total liabilities and net assets

112

Current fiscal year
(as of March 31, 2024)

6,000
6,000
10,0002,035
34*1 741*1 612167*1 17,143

3,000
2,000
－
10,47040*1 682*1 836192*1 14,880

30

35

134
42,899213
32,35330,00027,494171
3,332*1 2,160
21
63,180106,080

40,00016,988180
5,943*1 1,785
20
64,917
97,271

30,51230,563

7,808
－
7,808

7,860
0
7,860

39

39

516

499

37,01037,77975,345△16,847
96,81937,01038,91576,464△16,856
98,032

8,328

14,2608,328
105,147
211,227

14,260112,292
209,564

② Non-consolidated Statements of Income(Millions of yen)Previous fiscal year
(from April 1, 2022
to March 31, 2023)
Operating revenue
Group management and operating income
Dividend income from investment business
Real estate business income
Other
Total operating revenue
Operating expenses
Administrative expenses
Real estate business expenses
Other
Total operating expenses
Operating profit
Non-operating income
Interest income
Dividend income
Other
Total non-operating income
Non-operating expenses
Interest expenses
Interest expenses on bonds
Bond issuance costs
Depreciation
Provision of allowance for doubtful accounts
Other
Total non-operating expenses
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Compensation income for expropriation
Other
Total extraordinary income
Extraordinary losses
Loss on sale of non-current assets
Loss on retirement of non-current assets
Loss on valuation of shares of subsidiaries
Other
Total extraordinary losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
ProfitCurrent fiscal year
(from April 1, 2023
to March 31, 2024)

*1

6,976
7,736
*1 4,121*1 16819,003

*1

*1

*1

7,992
2,114
*1 78
10,184
8,818*1, *2*1, *2
*1

7,009
7,974
*1 4,011*1 197
19,192

*1

8,220
2,169
*1 101
10,491
8,701

*1

758
855
*1 55
1,669

*1

*1

*1

111
84
－
8
280
*1 38
524
9,964

*1

*1

794
799
*1 26
1,620
147
91
42
51
40
*1 23
396
9,925

0
521
18
－
540
－
184
314
－
498
10,006
690
△25
664
9,341
*1

113

0
－
－
4
4
0
270
－
24
295
9,633
502
△34
468
9,165

*1

③ Non-consolidated Statements of Changes in Equity
Previous fiscal year (from April 1, 2022 to March 31, 2023)(Millions of yen)
Shareholders’ equity
Capital surplus
SharecapitalBalance at beginning of period

Retained earnings
Other retained earnings

Legal
capitalsurplusTotal
capitalsurplusLegalretainedearnings

Reserve for tax
purposereduction entry
of non-current
assetsGeneral reserve

30,472

7,769

7,769

39

534

37,01039

39

39

Retainedearnings
brought
forward35,024

Changes during period
Issuance of new shares
Reversal of reserve for tax
purpose reduction entry of
non-current assets

18

△18

Dividends of surplus△6,604

Profit

9,341

Purchase of treasury shares
Disposal of treasury shares△0

Net changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period

39

39

39

－

△18

－

2,754

30,512

7,808

7,808

39

516

37,01037,779Valuation and translation
adjustments

Shareholders’ equity
Retainedearnings
Total
retainedearnings
Balance at beginning of period

72,608TreasurysharesTotalshareholders’ equity

Valuationdifference on
available-forsale securities

Total
Valuation andtranslation
adjustments△11,841

99,008

8,050

8,050

Total net
assets107,058

Changes during period
Issuance of new shares
Reversal of reserve for tax
purpose reduction entry of
non-current assets
Dividends of surplus
Profit

79

79

－

－

－

△6,604△6,604△6,604

9,341

9,341

9,341

△5,005△5,005△5,005000Purchase of treasury shares
Disposal of treasury shares△0

Net changes in items otherthan shareholders’ equity

277

277

277

Total changes during period

2,736△5,005△2,188277

277△1,911

Balance at end of period

75,345△16,847

96,819

8,328

8,328

105,147

114

Current fiscal year (from April 1, 2023 to March 31, 2024)(Millions of yen)
Shareholders’ equity
Capital surplus
SharecapitalBalance at beginning of period

Retained earnings
Other retained earnings

Legal
capitalsurplus

OthercapitalsurplusTotal
capitalsurplusLegalretainedearnings

Reserve for tax
purposereduction entry
of non-current
assetsGeneral reserve

Retainedearnings
brought
forward30,512

7,808

－

7,808

39

516

37,01037,77951

51

Changes during period
Issuance of new shares

51

Reversal of reserve for tax
purpose reduction entry
of non-current assets

17

△17

Dividends of surplus△8,045

Profit9,165

Purchase of treasury shares
Disposal of treasury shares

00

Net changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period

51

51

0

51

－

△17

－

1,136

30,563

7,860

0

7,860

39

499

37,01038,915

Valuation and translation
adjustments

Shareholders’ equity
Retainedearnings
Total
retainedearnings
Balance at beginning of period

75,345

TreasurysharesTotalshareholders’ equity

Valuationdifference on
available-forsale securities

Total
Valuation andtranslation
adjustments△16,847

96,819

8,328

8,328

Total net
assets105,147

Changes during period
103

103

－

－

－

△8,045△8,045△8,045

9,165

9,165

9,165

Issuance of new shares
Reversal of reserve for tax
purpose reduction entry
of non-current assets
Dividends of surplus
ProfitPurchase of treasury shares

△10

△10

△10

Disposal of treasury shares

0

0

0

Net changes in items otherthan shareholders’ equity

5,932

5,932

5,932

Total changes during period

1,119

△9

1,213

5,932

5,932

7,145

Balance at end of period

76,464△16,856

98,032

14,26014,260112,292

115

[Notes to Non-consolidated Financial Statements](Significant Accounting Policies)
1. Valuation basis and methods for assets(1) Valuation basis and methods for securities① Shares of subsidiaries and affiliates
Stated at cost determined by the moving average method② Available-for-sale securities(a) Available-for-sale securities other than equity securities, etc. without market prices
Fair value method (Unrealized gains and losses are recognized in component of net assets, and costs of securities soldare determined by the moving average method.)(b) Equity securities, etc. without market prices
Stated at cost determined by the moving average method(2) Valuation basis and methods for inventories
Real estate for saleStated at cost determined by the specific identification method (Carrying amounts on the balance sheet are calculated by
the method in which book values are written down with a decline in profitability of assets)
2. Method of depreciation for non-current assets(1) Property, plant and equipment (excluding leased assets)
Declining-balance method is used.
However, buildings for lease, buildings (excluding facilities attached to buildings) acquired on or after April 1, 1998, andfacilities attached to buildings and structures acquired on or after April 1, 2016 are depreciated using the straight-line
method.
(2) Intangible assets
Straight-line method is used.
Software intended for internal use are depreciated over the estimated useful lives (5 years).
(3) Leased assets
Leased assets under the finance lease arrangements which do not transfer ownership of the leased assets to the lessee aredepreciated by the straight-line method over the respective lease periods without residual values.
3. Accounting standards for provisions(1) Allowance for doubtful accounts
To prepare for possible losses due to bad debts, the estimated uncollectible amount is recorded as follows.
① General receivables
Historical bad debt ratio method set forth in the accounting standards for financial instruments② Doubtful receivables and bankruptcy reorganization claims, etc.
Debtor’s financial assessment method set forth in the accounting standards for financial instruments(2) Provision for bonuses for directors (and other officers)
To prepare for bonuses payments to directors (and other officers), the estimated amount to be paid at the end of the fiscal
year is recorded.
4. Basis for recognition of revenues and expenses
The Company’s revenues mainly consist of group management and operating income from subsidiaries, dividend income
and real estate income.
With regard to group management and operating income, the Company recognizes the revenue at the time when services are
performed because the performance obligation is to provide contracted services to subsidiaries in accordance with the terms ofthe contract and is fulfilled when the services are performed. Dividend income is recognized on the effective date of thedividend. Regarding real estate income, revenue is recognized in a similar manner with ordinary lease transactions inaccordance with the accounting standards for lease transactions.
5. Other important basis for preparation of non-consolidated financial statements
Hedge accounting method
Deferred hedge accounting is used.
However, exceptional accounting treatment is applied to the interest rate swaps that satisfy the requirement of the
exceptional accounting treatment.

116

(Significant Accounting Estimates)
Previous fiscal year (from April 1, 2022 to March 31, 2023)[Valuation of shares of subsidiaries and associates]
1. Amounts recorded in the non-consolidated financial statements for the fiscal year
Shares of Nichirei Biosciences Inc. included in shares of subsidiaries and associates: ¥1,088 million
2. Information on the content of significant accounting estimates pertaining to identified items(1) Calculation method of the amounts recorded in the non-consolidated financial statements for the fiscal year
When the substantial value of the shares declines significantly due to deterioration in the financial condition of thesubsidiaries and associates, the Company reduces the carrying amount of the shares correspondingly and recognizes thevaluation difference as a loss for the fiscal year, unless collectability of the value is supported by sufficient evidence.
(2) Key assumptions used in calculating the amounts recorded in the non-consolidated financial statements for the fiscal year
Regarding Nichirei Biosciences Inc., net assets amount to ¥2,574 million and total of property, plant and equipment andintangible assets amounts to ¥2,873 million as of March 31, 2023. If impairment losses on non-current assets is recognized,
the substantial value of the company could significantly decline due to deterioration in the financial condition.
In the valuation of non-current assets of the company, the business plan of Nichirei Biosciences Inc. is used to determine
indicators of impairment. Key assumption used in developing the plan is sales volume of the rapid chromatographic
immunoassay business based on future demand projections.
(3) Effect on the non-consolidated financial statements for the following fiscal year
Sales of the rapid chromatographic immunoassay business is highly uncertain due to the significant impact of demand
trends in response to the increasing number of persons infected with novel coronavirus and influenza. In addition, thechange in classifications of novel coronavirus under the infectious disease law may reduce the demand for antigen testing
medicine and other products of the rapid chromatographic immunoassay business, and the business environment may
deteriorate significantly.
If we determine that review of the business plan is required due to the significant shortfall to the Nichirei Biosciences
Inc.’s business plan and considering available internal and external information, it is possible that projected operating
profits for the following fiscal year and beyond become negative, which may constitute an indication of impairment. In
such case, the recoverable amount may be less than the carrying amount of non-current assets, and recognition of theimpairment loss may be required.
Current fiscal year (from April 1, 2023 to March 31, 2024)[Valuation of shares of subsidiaries and associates]
1. Amounts recorded in the non-consolidated financial statements for the fiscal year
Shares of Nichirei Biosciences Inc. included in shares of subsidiaries and associates: ¥1,088 million
2. Information on the content of significant accounting estimates pertaining to identified items(1) Calculation method of the amounts recorded in the non-consolidated financial statements for the fiscal year
When the substantial value of the shares declines significantly due to deterioration in the financial condition of thesubsidiaries and associates, the Company reduces the carrying amount of the shares correspondingly and recognizes thevaluation difference as a loss for the fiscal year, unless collectability of the value is supported by sufficient evidence.
(2) Key assumptions used in calculating the amounts recorded in the non-consolidated financial statements for the fiscal year
Regarding Nichirei Biosciences Inc., net assets amount to ¥3,312million and total of property, plant and equipment andintangible assets amounts to ¥2,691 million as of March 31, 2024. If impairment losses on non-current assets is recognized,
the substantial value of the company could significantly decline due to deterioration in the financial condition.
In the valuation of non-current assets of the company, the business plan of Nichirei Biosciences Inc. is used to determine
indicators of impairment. Key assumption used in developing the plan is sales volume of the rapid chromatographic
immunoassay business based on future demand projections.
(3) Effect on the non-consolidated financial statements for the following fiscal year
Sales of the rapid chromatographic immunoassay business is highly uncertain due to the significant impact of demand
trends in response to the increasing number of persons infected with novel coronavirus and influenza. There are possibilities
that the demand for antigen testing medicine and other products of the rapid chromatographic immunoassay businessdeclines, and the business environment deteriorates significantly.
If we determine that review of the business plan is required due to the significant shortfall to the Nichirei Biosciences
Inc.’s business plan and considering available internal and external information, it is possible that projected operating
profits for the following fiscal year and beyond become negative, which may constitute an indication of impairment. In
such case, the recoverable amount may be less than the carrying amount of non-current assets, and recognition of theimpairment loss may be required.

117

(Notes to Non-consolidated Balance Sheets)*1 Monetary claims from and monetary liabilities to subsidiaries and associates (excluding those separately indicated) are as
follows.
(Millions of yen)Previous fiscal year
(as of March 31, 2023)

Current fiscal year
(as of March 31, 2024)

Short-term monetary claims

113

121

Short-term monetary liabilities

17,129794

14,869794

Long-term monetary liabilities*2 Guarantee obligations
The Company provides guarantees for borrowings from financial institutions, etc. of subsidiaries and associates.
(Millions of yen)Previous fiscal year
(as of March 31, 2023)
Guarantee for borrowings from financial institutionsof subsidiaries and associates
Guarantee for electronically recorded obligations – operatingof subsidiaries and associates
Total

Current fiscal year
(as of March 31, 2024)

9,581

14,804

1,880

1,848

11,462

16,653*3 Accumulated tax purpose reduction entry deducted from the acquisition cost of non-current assets due to national subsidies,etc., is as follows(Millions of yen)Previous fiscal year
(as of March 31, 2023)
Buildings
Structures
Machinery and equipment
Tools, furniture and fixtures

Current fiscal year
(as of March 31, 2024)

185
12

185
12

0
3

0
3

(Notes to Non-consolidated Statements of Income)*1 Amounts of transactions with subsidiaries and associates are as follows.
Previous fiscal year
(from April 1, 2022
to March 31, 2023)(Millions of yen)
Current fiscal year
(from April 1, 2023
to March 31, 2024)

Amounts from operating transactions
Operating revenues
Operating expenses
Amounts from other than operating transactions

16,139942

16,447
1,116

1,045

972

*2 Major items and amounts of administrative expenses are as follows.
Previous fiscal year
(from April 1, 2022
to March 31, 2023)
Remuneration for directors (and other officers) andemployees’ salaries, bonuses and allowances
Retirement benefit expenses(Millions of yen)
Current fiscal year
(from April 1, 2023
to March 31, 2024)

2,084

2,316

114

121

Provision for bonuses for directors (and other officers)
Depreciation

30
1,342

35
1,058

Outsourcing expenses
Advertising expenses

1,236
826

1,361
909

118

(Securities)
Previous fiscal year (as of March 31, 2023)
Shares of subsidiaries (balance sheet amount: ¥69,564 million) and shares of affiliates (balance sheet amount: ¥137 million)
are stated at acquisition cost because they are equity securities, etc. without market prices, and fair values are not disclosed.
Current fiscal year (as of March 31, 2024)
Shares of subsidiaries (balance sheet amount: ¥69,564 million) and shares of affiliates (balance sheet amount: ¥137 million)
are stated at acquisition cost because they are equity securities, etc. without market prices, and fair values are not disclosed.
(Tax Effect Accounting)
1. Major components of deferred tax assets and liabilities
Previous fiscal year
(as of March 31, 2023)
Deferred tax assets
Allowance for doubtful accounts
Loss on valuation of investment securities andshares of subsidiaries and associates
Impairment loss
Enterprise tax payable
Accrued bonuses
Other
Subtotal
Valuation allowance for total future deductible temporary
differences
Total deferred tax assets
Offset against deferred tax liabilities
Net deferred tax assets
Deferred tax liabilities
Valuation difference on available-for-sale securities
Reserve for tax purpose reduction entry of non-current assets
Other
Total deferred tax liabilities
Offset against deferred tax assets
Net deferred tax liabilities(Millions of yen)
Current fiscal year
(as of March 31, 2024)

127

139

386

386

124
13
17
309
977

124
24
22
326
1,022

△799

△818

177
△177
－

204
△204
－

△3,234△227△48△3,510177△3,332△5,878△220△48△6,147204△5,943

2. Breakdown of major items that caused the difference between the effective statutory tax rate and the effective tax rate after
applying the tax effect accounting
Previous fiscal year
(as of March 31, 2023)
Effective statutory tax rate
(Adjustment)
Entertainment and other permanently non-deductible expenses
Dividend and other permanently non-taxable income
Change in valuation allowance
Other
Effective tax rate after applying the tax effect accounting

30.6%
0.2
△24.8
0.8
△0.1
6.6

Current fiscal year
(as of March 31, 2024)
30.6%
0.2
△26.2
0.2
0.0
4.9

(Revenue Recognition)
Information that provides a basis for understanding revenue from contracts with customers is described in the note“(Significant Accounting Policies) 4. Basis for recognition of revenues and expenses.”(Significant Subsequent Events)
Not applicable.
119④ Supplementary Schedule[Details of property, plant and equipment and others](Millions of yen)
Category

Property,plant andequipment

Type of assets

Depreciation
Balance at end
during the
Accumulatedof the current
current fiscal
depreciation
fiscal year
year

Buildings

12,869

821

106

776

12,807

20,633Structures

286

12

0

20

277

1,329

Machinery and equipment

152

472

0

45

578

444

Tools, furniture and fixtures

364

93

20

90

346

1,344

1,190

－

－

－

1,190

－

Leased assets

203

56

－

40

219

146

Construction in progress

121

660

731

－

50

－

15,188

2,116

860

973

15,471

23,898

2,737

1,538

100

963

3,212

－

8

－

1

0

7

－

2,746

1,538

101

963

3,220

－

Land

Total
SoftwareIntangible
assetsBalance at
Decrease
Increase during
beginning ofduring thethe current
the current
current fiscal
fiscal year
fiscal year
year

Other
Total

[Details of allowances](Millions of yen)
Category

Balance atIncrease during Decrease during Balance at end of
beginning of the the current fiscal the current fiscal the current fiscal
current fiscal year
year
year
year

Allowance for doubtful accounts

414

40

－

454

Provision for bonuses for directors(and other officers)

30

35

30

35

(2) Major Assets and Liabilities
Disclosure is omitted since the consolidated financial statements are presented.

(3) Other
There is no other item to disclose.

120

VI. Overview of Stock-related Administration for the Filling Company
Fiscal year

From April 1 to March 31

Ordinary General Shareholders
Meeting

June

Record date

March 31

Record date for dividends fromsurplus

September 30 and March 31

Number of shares per unit

100 shares

Purchase and sales of odd-lot shares
Handling office(Special account)
1-3-3 Marunouchi, Chiyoda-ku, Tokyo
Stock Transfer Agency Department of the Head officeMizuho Trust & Banking Co., Ltd.

Shareholder registry administrator(Special account)
1-3-3 Marunouchi, Chiyoda-ku, Tokyo
Mizuho Trust & Banking Co., Ltd.

Purchase and sales fees

(Purchase unit price or sales unit price)
x Number of shares per unit
x (Number of shares requested for purchase or number of shares requested for sales)/ Number of shares per unit x 1.15%
However, if the fee per unit is less than ¥2,500, the fee shall be calculated as ¥2,500.

Method of public noticeElectronic public notice.
However, if electronic public notice is not possible due to an accident or other unavoidable
reason, public notices shall be published in the Nihon Keizai Shimbun.
The Company’s URL for posting public notices is as follows. https://www.nichirei.co.jp/

Benefits for shareholders

Not applicable(Note) Pursuant to the Company’s Articles of Incorporation, shareholders of the Company may not exercise any rights other than therights listed below with respect to odd-lot shares held.
(1) Rights listed in each item of Article 189, Paragraph 2 of the Companies Act(2) Right to make a request pursuant to Article 166, Paragraph 1 of the Companies Act(3) Right to receive allotment of offered shares and offered share acquisition rights in proportion to the number of shares heldby the shareholder(4) Right to request the sale of the number of shares that together with the number of odd-lot shares held by the shareholder
will constitute one unit of shares

121

VII. Reference Information on the Filing Company
1. Information on the Parent Company, etc. of the Filing Company
The Company has no parent company, etc. as defined in Article 24-7, Paragraph 1 of the Financial Instruments and Exchange Act.

2. Other Reference Information
The Company submitted the following documents during the period from the beginning of the current fiscal year until the date offiling the Japanese version of Annual Securities Report.
(1) Annual Securities Report anddocuments attached thereto, andConfirmation Letter(Fiscal year)(105th term)(From April 1, 2022
to March 31, 2023)

June 27, 2023
Submitted to the Director of the
Kanto Local Finance Bureau(2) Internal Control Report anddocuments attached thereto(Fiscal year)(105th term)(From April 1, 2022
to March 31, 2023)

June 27, 2023
Submitted to the Director of the
Kanto Local Finance Bureau(3) Quarterly Securities Report andConfirmation Letter(First quarter of
106th term)(From April 1, 2023
to June 30, 2023)

August 4, 2023
Submitted to the Director of the
Kanto Local Finance Bureau(Second quarter of (From July 1, 2023
106th term)
to September 30, 2023)

November 6, 2023
Submitted to the Director of the
Kanto Local Finance Bureau(Third quarter of (From October 1, 2023
106th term)to December 31, 2023)

February 9, 2024
Submitted to the Director of the
Kanto Local Finance Bureau(4) Securities Registration Statement and documents attached thereto(Issuance of new shares for restricted stock remuneration)

June 27, 2023
Submitted to the Director of the
Kanto Local Finance Bureau(5) Amendment to Securities Registration Statement
This is an amendment to the securities registration statement stated in (4) above.

June 29, 2023
Submitted to the Director of the
Kanto Local Finance Bureau(6) Extraordinary Report
Extraordinary Report based on Article 19, Paragraph 2, Item 3 of
the Cabinet Office Ordinance on the Disclosure of Corporate Affairs, etc.
Extraordinary Report based on Article 19, Paragraph 2, Item 9-2 of
the Cabinet Office Ordinance on the Disclosure of Corporate Affairs, etc.
(7) Amended Shelf Registration Statement
This is an amendment to the shelf registration statement relating to
the extraordinary report submitted on June 20, 2023 stated in (6) above.
This is an amendment to the shelf registration statement relating to
the extraordinary report submitted on June 29, 2023 stated in (6) above.
(8) Shelf Registration Supplements (Share certificates, Bonds certificates, etc.)
and documents attached thereto
This is the Shelf Registration Supplements (Share certificates, Bonds certificates,etc.) and documents attached thereto for the Shelf Registration Statement submitted
on July 4, 2022 (Share certificates, Bonds certificates, etc.).

122

June 20, 2023
Submitted to the Director of the
Kanto Local Finance Bureau
June 29, 2023
Submitted to the Director of the
Kanto Local Finance Bureau
June 20, 2023
Submitted to the Director of the
Kanto Local Finance Bureau
June 29, 2023
Submitted to the Director of the
Kanto Local Finance Bureau
November 17, 2023
Submitted to the Director of the
Kanto Local Finance Bureau

Part II Information on Guarantors, etc. for the Filing Company
Not applicable.

123English Translation
Independent Auditor’s Reports on the Audit of Consolidated Financial Statements
and Internal Controls over Financial Reporting
NOTE TO READERS:
The following is an English translation of the Independent Auditor’s Report filed under the Financial Instruments and Exchange Act.
This document is translated from the Japanese original report only for reference purposes and presented merely as supplemental
information.
June 25, 2024
The Board of Directors
Nichirei Corporation
Ernst & Young ShinNihon LLC
Tokyo office
Makoto Ishii
Designated and Engagement Partner
Certified Public Accountant
Fumio Uemura
Designated and Engagement Partner
Certified Public Accountant
Hiroshi Minagawa
Designated and Engagement Partner
Certified Public Accountant<Audit of the Consolidated Financial Statements>
Audit Opinion
Pursuant to Article 193-2, paragraph 1 of the Financial Instruments and Exchange Act, we have audited the accompanying consolidated
financial statements of NICHIREI CORPORATION and its subsidiaries (the Nichirei Group) for the consolidated fiscal year from April
1, 2023 to March 31, 2024 included in “V. Financial Information” of this Annual Securities Report, which comprise consolidated balance
sheet, consolidated statement of income, consolidated statement of comprehensive income, consolidated statement of changes in equity,
consolidated statement of cash flows, significant matters serving as the basis for preparation of consolidated financial statements, othernotes, and consolidated supplementary schedules.
In our opinion, the accompanying consolidated financial statements referred to above present fairly, in all material respects, theconsolidated financial position of the Nichirei Group as of March 31, 2024, and its consolidated results of operation and cash flows forthe year then ended in conformity with the accounting principles generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under thosestandards are further described in “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements” section of ourreport. We are independent of the Nichirei Group in accordance with the Japanese professional ethical requirements, and we havefulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that the auditors, as a professional expert, determined as being of particular importance in theaudit of the consolidated financial statements for the current fiscal year. The key audit matters were those matters that were addressedin the course of performing the audit of the consolidated financial statements as a whole and in forming our audit opinion thereon, andwe do not express a separate opinion on those matters individually.

124

Valuation of Property, plant and equipment and Intangible assets held by Nichirei Biosciences Inc.
How the Key Audit Matter
Was Addressed in the Audit

Key Audit Matter Decision

As of March 31, 2024, property, plant and equipment and intangible assets
In considering our judgment on theamounted to ¥207,084 million and ¥15,783 million, respectively, on theidentification of indications of impairment ofconsolidated balance sheet, and the aggregate amount was 45.9% of total assets.
property, plant and equipment and intangible
assets held by Nichirei Biosciences Inc., we
As described in “(Significant Accounting Estimates) Valuation of non-current
assets,” ¥2,691 million out of the aggregate amount is attributable to the property, primarily performed the following auditing
procedures.
plant and equipment and intangible assets of Nichirei Biosciences Inc., asubsidiary of the Company, that manufactures and trades diagnostic
pharmaceuticals and medical devices, etc. in 3 businesses: the molecular(Assessment of internal controls)
diagnostic business, the biopharmaceutical raw materials business and the rapid
We evaluated the design and operating
chromatographic immunoassay business, as a bioscience business (other).
effectiveness of internal controls related to the
The Company has established an asset grouping policy for each segment. For
valuation of non-current assets. In addition, wethe bioscience business (other business), in light of the size and business content, confirmed the internal review and approvalindications of impairment such as continuous negative operating profit, significant procedures related to the business plan
deterioration in the business environment, change in usage, or a significant
development used to determine the indications
decline in market prices are grasped for each company that is a group of assets. In of impairment.
case indicators of impairment are deemed to exist, recognition of impairment loss
is considered.
(Assessment of reasonableness of the estimated
If indications of impairment of an asset are identified, it is required to consider
future operating profit and loss)
whether impairment loss is required to be recognized by comparing the carrying
In order to verify whether or not there was aamount to the total undiscounted future cash flows from the underlying nonsignificant
deterioration of the businesscurrent assets of the respective company. As a result, if it is determined that
impairment loss is required to be recognized, the carrying amount is written down environment, we reviewed the minutes of theto the recoverable amount, and the reduction in the carrying amount is recorded as Board of Directors meetings and Management
Committee meetings, and questioned
impairment loss.
management regarding the existence or nonAlthough Nichirei Biosciences Inc. had continued to record negative operating
existence of such conditions.
profit in the consolidated fiscal year ended on or before March 31, 2022,
Regarding the business plan used to determine
operating profits for the previous and current fiscal year and operating profit intheindications of impairment, we compared thethe business plan for the following fiscal year are all positive, and there have been
business plan with actual results for the pastno other events that indicate impairment. Therefore, the management of theCompany determined that indications of impairment don’t exist for property, plant fiscal years.
To ascertain whether there were any
and equipment and intangible assets of the business.
indications of impairment of the cashEven the management concluded that indications of impairment don’t exist for
property, plant and equipment and intangible assets of the business, development generating unit, we obtained the documents fordetermining the indications of impairment andof the business plan, used for the determination of existence of indications of
impairment, utilizes the sales volume of the rapid chromatographic immunoassay analyzed the changes in the profit and loss ofthe business. We also reviewed the budget ofbusiness, as a key assumption, based on future demand projections and includes
business profit and loss for the next fiscal year
significant accounting estimates involving subjective judgments by the
management. The business plan uses assumptions that are subject to uncertainties, for consistency with the business plan approvedby the management.
including future sales volumes and unit sales prices, and the management’s
Regarding the sales volumes based on the
judgment has significant influence on it.
demandprojections, we discussed with business
Sales of the business is highly uncertain due to the significant impact of demand
management the future demand projections andtrends in response to the increasing number of persons infected with novel
reviewed the responses for consistency with thecoronavirus and influenza. There are possibilities that the demand for antigen
business plan.
testing medicine and other products of the rapid chromatographic immunoassay
We reviewed the sales volumes for consistency
business declines and the business environment deteriorates significantly. If thewith information published by external researchCompany determine that review of the business plan is required due to theorganizations, analyzed in comparison withsignificant shortfall to the business plan and considering available internal andhistorical actual sales volumes, and analyzed forexternal information, it is possible that projected operating profits for thesensitivity of operating profit to changes in key
following fiscal year and beyond became negative, which may constitute anassumptions.
indication of impairment. In such case, the recoverable amount may be less thanthe carrying amount of non-current assets, and recognition of the impairment loss
may be required.
As stated above, if the business environment is expected to deterioratesignificantly and indications of impairment are identified, impairment losses onproperty, plant and equipment and intangible assets might have a material impact
to the consolidated financial statements. Therefore, we have determined that theidentification of indications of impairment of non-current assets at Nichirei
Biosciences Inc. is a key audit matter.

125

Other Information
The other information comprises the information included in the Annual Securities Report other than the consolidated and nonconsolidated financial statements and our audit reports. Management is responsible for preparation and disclosure of the otherinformation. Audit & Supervisory Board members and Audit & Supervisory Board are responsible for overseeing the execution of
Directors’ duties to design and operate the reporting process of the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form ofassurance conclusion on the other information.
Our responsibility in the audit of the consolidated financial statements is to read the other information carefully and, in the course ofthat reading, to consider whether there are material differences between the other information and the consolidated financial statementsor our knowledge obtained in the audit, and to pay attention to whether there are any indication of material misstatements in the otherinformation other than such material differences.
If, based on the work we have performed, we determine that there are material misstatements in the other information, we are
required to report those facts.
We have nothing to report in this regard.
Responsibilities of Management, Audit & Supervisory Board Members and Audit & Supervisory Board for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance withthe accounting principles generally accepted in Japan. This includes designing and operating such internal control as management
determines is necessary to enable the preparation and fair presentation of the consolidated financial statements that are free frommaterial misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it is appropriate to prepare theconsolidated financial statements on a going concern basis and for disclosing matters relating to a going concern if such disclosure isrequired under the accounting principles generally accepted in Japan.
Audit & Supervisory Board members and Audit & Supervisory Board are responsible for overseeing the execution of directors’
duties to design and operate the financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
The auditor is responsible for obtaining reasonable assurance about whether the consolidated financial statements as a whole are freefrom material misstatement, whether due to fraud or error, based on the audit performed by the auditor, and for expressing an opinion
on the consolidated financial statements from an independent standpoint in the auditor’s report. A misstatement may be caused by fraud
or error and is considered to be material if it, individually or in the aggregate, could reasonably be expected to affect the decisions ofusers of the consolidated financial statements.
The auditor shall exercise professional judgment throughout the audit process in accordance with auditing standards generally acceptedin Japan, and shall do followings by maintaining professional skepticism:
・Identify and assess the risks of material misstatement due to fraud or error. Design and perform audit procedures that address therisks of material misstatement. The selection and application of audit procedures are at the auditor’s discretion. In addition, obtainsufficient and appropriate audit evidence to provide a basis for expressing an opinion.
・Consider internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances for ourrisk assessments, while the purpose of the audit of the consolidated financial statements is not expressing an opinion on theeffectiveness of the internal controls.
・Evaluate the appropriateness of accounting policies selected by management and their application, the reasonableness of accounting
estimates made by management and the validity of related disclosures.
・Conclude whether it is appropriate for management to prepare the consolidated financial statements on a going concern basis and,based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the ability to continue as a going concern. If we conclude that a material uncertainty exists regarding a going concern, weare required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if suchdisclosures are inadequate, to express our opinion with exceptions. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going
concern.
・Evaluate whether the presentation and notes to the consolidated financial statements are in accordance with the accounting principles
generally accepted in Japan, and whether the presentation including the related notes, structure, content and the consolidated
financial statements present fairly the underlying transactions and accounting events.
・Obtain sufficient and appropriate audit evidence regarding the financial information of the Nichirei Group to enable the auditor to
express an opinion on the consolidated financial statements. The auditor is responsible for directing, supervising, and performing
the audit of the consolidated financial statements. The auditor is solely responsible for audit opinion.
The auditor shall report to Audit & Supervisory Board members and Audit & Supervisory Board on the planned scope and timing of
the audit and significant audit findings, including significant deficiencies in internal controls, that we identify during our audit, andother matters required by the auditing standards.
The auditor shall also report to Audit & Supervisory Board members and Audit & Supervisory Board on our compliance with theJapanese professional ethical requirements regarding independence, matters that may reasonably be considered to bear the auditor’s
independence, and where applicable, the details of actions taken to eliminate threats or safeguards applied to reduce threats to an
acceptable level.

126

Among the matters reported to Audit & Supervisory Board members and Audit & Supervisory Board, the auditor determines thosematters that were of particular importance in the audit of the consolidated financial statements for the current fiscal year as the key
audit matters and describes those matters in our auditor’s report. However, such matters shall not be included in the auditor’s report if
the disclosure of such matters is prohibited by law or if, although extremely limited, the auditor determines that such matters should
not be reported because the disadvantages of reporting such matters in the auditor’s report are reasonably expected to outweigh the
public interest.
<Audit of the Internal Controls over Financial Reporting>
Audit Opinion
Pursuant to Article 193-2, paragraph 2 of the Financial Instruments and Exchange Act, we also have audited the accompanying internal
control report of NICHIREI CORPORATION and its subsidiaries (the Nichirei Group) as of March 31, 2024.
In our opinion, the internal control report, which states that the internal controls over financial reporting were effective as of March
31, 2024, present fairly, in all material respects, the results of the assessment of internal controls over financial reporting in accordancewith the standards for management assessment concerning internal controls over financial reporting generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit of the internal controls over financial reporting in accordance with the standards for audit concerninginternal controls over financial reporting generally accepted in Japan. Our responsibilities under those standards are further describedin “Auditor’s Responsibilities for the Audit of the Internal Controls over Financial Reporting” section of our report. We are
independent of the Nichirei Group in accordance with the Japanese professional ethical requirements, and we have fulfilled our otherethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Responsibilities of Management, Audit & Supervisory Board Members and Audit & Supervisory Board for the Internal
Control ReportManagement is responsible for the design and operation of internal controls over financial reporting and for the preparation and fairpresentation of the internal control report in accordance with the standards for management assessment concerning internal controls
over financial reporting generally accepted in Japan.
Audit & Supervisory Board members and Audit & Supervisory Board are responsible for overseeing and examining the design andoperation of internal controls over financial reporting.
Internal controls over financial reporting may not completely prevent or detect misstatements in financial reporting.
Auditor’s Responsibilities for the Audit of the Internal Controls over Financial Reporting
The auditor is responsible for obtaining reasonable assurance about whether the internal control report is free from material
misstatement based on the audit performed by the auditor, and for expressing an opinion on the internal control report from an
independent standpoint in the auditor’s report.
The auditor shall exercise professional judgment and maintain professional skepticism throughout the audit process in accordancewith the standards for audit concerning internal controls over financial reporting generally accepted in Japan, and shall do followings:
・Perform audit procedures to obtain audit evidence about the results of the assessments of internal controls over financial reportingin the internal control report. The audit procedures for the audit of the internal controls over financial reporting are selected andperformed depending on the auditor’s judgment regarding significance of effect on the reliability of financial reporting.
・Evaluate the overall presentation of the internal control report, including the management’s statements regarding the scope,
assessment procedures and assessment results of internal controls over financial reporting.
・Obtain sufficient and appropriate audit evidence regarding the results of the assessments of internal controls over financial reportingin the internal control report. The auditor is responsible for directing, supervising, and performing the audit of the internal control
report. The auditor is solely responsible for audit opinion.
The auditor shall report to Audit & Supervisory Board members and Audit & Supervisory Board on the planned scope and timing of
the internal control audit, the results of the audit, identified material deficiencies in internal control that should be disclosed, the resultsof their correction, and other matters required by the auditing standards for internal control.
The auditor shall also report Audit & Supervisory Board members and Audit & Supervisory Board on our compliance with theJapanese professional ethical requirements regarding independence, matters that may reasonably be considered to bear the auditor’s
independence, and where applicable, the details of actions taken to eliminate threats or safeguards applied to reduce threats to an
acceptable level.
<Fee related information>
The fees for audit attestation services and non-audit services of the Company and its subsidiaries to the audit firm and persons
belonging to the same network of the audit firm is stated in the note “4. Corporate Governance (3) Status of Audits” included in “IV.
Information on the Filing Company.”
Interest Required to be Disclosed by the Certified Public Accountants Act of Japan and above
Our firm and designated engagement partners do not have any interest in the Nichirei Group which is required to be disclosed
pursuant to the provisions of the Certified Public Accountants Act of Japan.
*1 The original of the above Independent Auditor’s Reports is kept separately by the Company (the filing company of the Annual
Securities Report).
2 XBRL data is not included in the scope of the audit.
127

English Translation
Independent Auditor’s Reports on the Audit of Non-consolidated Financial Statements
NOTE TO READERS:
The following is an English translation of the Independent Auditor’s Report filed under the Financial Instruments and Exchange Act.
This document is translated from the Japanese original report only for reference purposes and presented merely as supplemental
information.
June 25, 2024
The Board of Directors
Nichirei Corporation

Ernst & Young ShinNihon LLC
Tokyo office
Makoto Ishii
Designated and Engagement Partner
Certified Public Accountant
Fumio Uemura
Designated and Engagement Partner
Certified Public Accountant
Hiroshi Minagawa
Designated and Engagement Partner
Certified Public Accountant<Audit of the Non-consolidated Financial Statement>
Audit Opinion
Pursuant to Article 193-2, paragraph 1 of the Financial Instruments and Exchange Act, we have audited the 106th accompanying nonconsolidated financial statements of NICHIREI CORPORATION (the Company) for the fiscal year from April 1, 2023 to March 31,
2024 included in “V. Financial Information” of this Annual Securities Report, which comprise balance sheet, statement of income,statement of changes in equity, significant accounting policies, other notes, and supplementary schedules.
In our opinion, the accompanying non-consolidated financial statements referred to above present fairly, in all material respects, thefinancial position of the Company as of March 31, 2024, and the results of operations for the year then ended in conformity with theaccounting principles generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under thosestandards are further described in “Auditor’s Responsibilities for the Audit of the Non-consolidated Financial Statements” section of
our report. We are independent of the Company in accordance with the Japanese professional ethical requirements, and we havefulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that the auditors, as a professional expert, determined as being of particular importance in theaudit of the non-consolidated financial statements for the current fiscal year. The key audit matters were those matters that wereaddressed in the course of performing the audit of the non-consolidated financial statements as a whole and in forming our audit
opinion thereon, and we do not express a separate opinion on those matters individually.
.

128

Valuation of Shares of subsidiaries and associates (Nichirei Biosciences Inc.) related to Valuation of Non-current assets
How the Key Audit Matter
Key Audit Matter Decision
Was Addressed in the Audit
As described in “(Significant Accounting Estimates) Valuation ofshares of subsidiaries and associates,” the carrying amount of the sharesof Nichirei Biosciences Inc. held by the Company as of March 31, 2024
is ¥1,088 million, which represents approximately 1.6% of ¥69,701
million of shares of subsidiaries and associates in the balance sheet.
As stated in the notes (Significant Accounting Estimates) and(Securities), shares of subsidiaries and associates held by the Company
are stated at acquisition cost on the balance sheet, but when thesubstantial value of shares of subsidiaries and associates declines
significantly due to deterioration in the financial condition of thesubsidiaries and associates, the Company reduces the carrying amount of
the shares correspondingly and recognizes the valuation difference as aloss for the fiscal year, unless collectability of the value is supported bysufficient evidence.
Regarding Nichirei Biosciences Inc., net assets amount to ¥3,312
million and total of property, plant and equipment and intangible assets
amounts to ¥2,691 million as of March 31, 2024. If impairment losses on
non-current assets is recognized, the substantial value of the company
could significantly decline due to deterioration in the financial position.
Although Nichirei Biosciences Inc. had continued to record negative
operating profit in the fiscal year ended on or before March 31, 2022,
operating profits for the previous and current fiscal year and operating
profit in the business plan for the following fiscal year are all positive,
and there have been no other events that indicate impairment. Therefore,
the management of the Company determined that indications of
impairment don’t exist for property, plant and equipment and intangible
assets of the business.
Even the management concluded that indications of impairment don’t
exist for property, plant and equipment and intangible assets of thebusiness, development of the business plan, used for the determination ofexistence of indications of impairment, utilizes the sales volume of therapid chromatographic immunoassay business, as a key assumption,
based on future demand projections and includes significant accounting
estimates involving subjective judgments by the management. The
business plan uses assumptions that are subject to uncertainties,
including future sales volumes and unit sales prices, and the
management’s judgment has significant influence on it.
Sales of the business is highly uncertain due to the significant impact
of demand trends in response to the increasing number of persons
infected with novel coronavirus and influenza. There are possibilities
that the demand for antigen testing medicine and other products of therapid chromatographic immunoassay business declines, and the businessenvironment deteriorates significantly. If the Company determine that
review of the business plan is required due to the significant shortfall tothe business plan and considering available internal and external
information, it is possible that projected operating profits for thefollowing fiscal year and beyond became negative, which may constitutean indication of impairment. In such case, the recoverable amount may
be less than the carrying amount of non-current assets, and recognitionof the impairment loss may be required.
As stated above, if the business environment is expected to deterioratesignificantly and indications of impairment are identified, impairment
losses on property, plant and equipment and intangible assets might havea material impact to the non-consolidated financial statements.
Therefore, we have determined that valuation of shares of subsidiaries
and associates related to valuation of non-current assets is a key audit
matter.

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In considering our judgment on the valuation ofshares of subsidiaries and associates (Nichirei
Biosciences Inc.), we primarily performed thefollowing auditing procedures.
(Audit procedures regarding shares of subsidiaries andassociates)
We compared the net assets based on the most recent
financial statements of Nichirei Biosciences Inc. to thecarrying amount of the company’s share.
(Audit procedures regarding non-current assets ofNichirei Biosciences Inc.)<Assessment of internal controls>
We evaluated the design and operating effectivenessof internal controls related to the valuation of noncurrent assets. In addition, we confirmed the internal
review and approval procedures related to the businessplan development used to determine the indications of
impairment.
<Assessment of reasonableness of the estimatedfuture operating profit and loss>
In order to verify whether or not there was asignificant deterioration of the business environment,
we reviewed the minutes of the Board of Directors
meetings and Management Committee meetings, andquestioned management regarding the existence or
non-existence of such conditions.
Regarding the business plan used to determine theindications of impairment, we compared the businessplan with actual results for the past fiscal years.
To ascertain whether there were any indications of
impairment of the cash-generating unit, we obtained
the documents for determining the indications of
impairment and analyzed the changes in the profit andloss of the business. We also reviewed the budget ofbusiness profit and loss for the next fiscal year forconsistency with the business plan approved by the
management.
Regarding the sales volumes based on the demand
projections, we discussed with business management
the future demand projections and reviewed the
responses for consistency with the business plan.
We reviewed the sales volumes for consistency withinformation published by external researchorganizations, analyzed in comparison with historicalactual sales volumes, and analyzed for sensitivity ofoperating profit to changes in key assumptions.

Other Information
The other information comprises the information included in the Annual Securities Report other than the consolidated and nonconsolidated financial statements and our audit reports. Management is responsible for preparation and disclosure of the otherinformation. Audit & Supervisory Board members and Audit & Supervisory Board are responsible for overseeing the execution of
Directors’ duties to design and operate the reporting process of the other information.
Our opinion on the non-consolidated financial statements does not cover the other information and we do not express any form ofassurance conclusion on the other information.
Our responsibility in the audit of the non-consolidated financial statements is to read the other information carefully and, in thecourse of that reading, to consider whether there are material differences between the other information and the non-consolidated
financial statements or our knowledge obtained in the audit, and to pay attention to whether there are any indication of material
misstatements in the other information other than such material differences.
If, based on the work we have performed, we determine that there are material misstatements in the other information, we are
required to report those facts.
We have nothing to report in this regard.
Responsibilities of Management, Audit & Supervisory Board Members and Audit & Supervisory Board for the Non-consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of these non-consolidated financial statements in accordancewith the accounting principles generally accepted in Japan. This includes designing and operating such internal control as management
determines is necessary to enable the preparation and fair presentation of the non-consolidated financial statements that are free frommaterial misstatement, whether due to fraud or error.
In preparing the non-consolidated financial statements, management is responsible for assessing whether it is appropriate to prepare
the non-consolidated financial statements on a going concern basis and for disclosing matters relating to a going concern if suchdisclosure is required under the accounting principles generally accepted in Japan.
Audit & Supervisory Board members and Audit & Supervisory Board are responsible for overseeing the execution of directors’
duties to design and operate the financial reporting process.
Auditor’s Responsibilities for the Audit of the Non-consolidated Financial Statements
The auditor is responsible for obtaining reasonable assurance about whether the non-consolidated financial statements as a whole arefree from material misstatement, whether due to fraud or error, based on the audit performed by the auditor, and for expressing an opinion
on the non-consolidated financial statements from an independent standpoint in the auditor’s report. A misstatement may be caused byfraud or error and is considered to be material if it, individually or in the aggregate, could reasonably be expected to affect the decisionsof users of the non-consolidated financial statements.
The auditor shall exercise professional judgment throughout the audit process in accordance with auditing standards generally acceptedin Japan, and shall do followings by maintaining professional skepticism:
・Identify and assess the risks of material misstatement due to fraud or error. Design and perform audit procedures that address therisks of material misstatement. The selection and application of audit procedures are at the auditor’s discretion. In addition, obtainsufficient and appropriate audit evidence to provide a basis for expressing an opinion.
・Consider internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances for ourrisk assessments, while the purpose of the audit of the non-consolidated financial statements is not expressing an opinion on theeffectiveness of the internal controls.
・Evaluate the appropriateness of accounting policies selected by management and their application, the reasonableness of accounting
estimates made by management and the validity of related disclosures.
・Conclude whether it is appropriate for management to prepare the non-consolidated financial statements on a going concern basis
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the ability to continue as a going concern. If we conclude that a material uncertainty exists regarding a going
concern, we are required to draw attention in our auditor’s report to the related disclosures in the non-consolidated financial
statements or, if such disclosures are inadequate, to express our opinion with exceptions. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease tocontinue as a going concern.
・Evaluate whether the presentation and notes to the non-consolidated financial statements are in accordance with the accounting
principles generally accepted in Japan, and whether the presentation including the related notes, structure, content and the nonconsolidated financial statements present fairly the underlying transactions and accounting events.
The auditor shall report to Audit & Supervisory Board members and Audit & Supervisory Board on the planned scope and timing of
the audit and significant audit findings, including significant deficiencies in internal controls, that we identify during our audit, andother matters required by the auditing standards.
The auditor shall also report to Audit & Supervisory Board members and Audit & Supervisory Board on our compliance with theJapanese professional ethical requirements regarding independence, matters that may reasonably be considered to bear the auditor’s
independence, and where applicable, the details of actions taken to eliminate threats or safeguards applied to reduce threats to an
acceptable level
Among the matters reported to Audit & Supervisory Board members and Audit & Supervisory Board, the auditor determines thosematters that were of particular importance in the audit of the non-consolidated financial statements for the current fiscal year as the key
audit matters and describes those matters in our auditor’s report. However, such matters shall not be included in the auditor’s report if
the disclosure of such matters is prohibited by law or if, although extremely limited, the auditor determines that such matters should
not be reported because the disadvantages of reporting such matters in the auditor’s report are reasonably expected to outweigh the
public interest.
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<Fee related information>
Fee related information can be found in the auditor's report on the consolidated financial statements.
Interest Required to be Disclosed by the Certified Public Accountants Act of Japan
Our firm and designated engagement partners do not have any interest in the Company which is required to be disclosed pursuant to
the provisions of the Certified Public Accountants Act of Japan.
*1 The original of the above Independent Auditor’s Reports is kept separately by the Company (the filing company of the Annual
Securities Report).
2 XBRL data is not included in the scope of the audit.

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