This document has been translated from a part of the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.
(Securities Code: 2002)
June 6, 2022
To Those Shareholders with Voting Rights
Nobuki Kemmoku
Director and President
Nisshin Seifun Group Inc.
25, Kanda-Nishiki-cho 1-chome,
Chiyoda-ku, Tokyo JAPANCONVOCATION NOTICE OF THE 178th ORDINARY GENERAL MEETINGOF SHAREHOLDERS
This is to notify you that the 178th Ordinary General Meeting of Shareholders of Nisshin Seifun Group Inc.
(the “Company”) will be held as described below.
In order to prevent the spread of COVID-19, we request that shareholders refrain from attending the meetingin person as much as possible. Instead, to exercise your voting rights, please review the “Reference Documents for
the General Meeting of Shareholders,” and exercise your voting rights by one of the following methods no later
than 5:30 p.m. (JST), Monday, June 27, 2022.
[Voting in Writing (by Postal Mail)]
Please indicate your vote for or against each of the proposals on the enclosed Voting Rights Exercise Form,then return the form so as to arrive by the aforementioned deadline for the exercise of voting rights.
[Voting Electronically (via the Internet)]
Please refer to the following “Guidance for the exercise of voting rights via the Internet, etc.” and vote for oragainst each of the proposals at the voting rights exercise website by no later than the aforementioned deadline forthe exercise of voting rights.
1. Date and Time:
2. Place:

Tuesday, June 28, 2022 at 10:00 a.m. (Reception from 9:00 a.m.)Tokyo Marriott Hotel, B1 The GOTENYAMA Ballroom
4-7-36, Kitashinagawa, Shinagawa-ku, Tokyo
If there are any changes to the above times, place, or any other items, as a result of the COVID-19 pandemic,
etc., the information will be posted on the Company’s website (https://www.nisshin.com/ir/stock/meeting/).
3. Agenda of the Meeting:
1. Business Report and Consolidated Financial Statements for the 178th fiscal term
Matters to be reported:(from April 1, 2021 to March 31, 2022) and results of audits on theConsolidated Financial Statements by the Independent Auditor and the Audit& Supervisory Committee
2. Non-consolidated Financial Statements for the 178th fiscal term (from April
1, 2021 to March 31, 2022)
Proposal to be resolved:
Proposal No. 1: Dividends from Surplus
Proposal No. 2: Amendment of Parts of the Articles of Incorporation
Proposal No. 3: Election of Ten (10) Directors (Excluding Directors Who Are Members of the
Audit & Supervisory Committee)
Proposal No. 4: Election of One (1) Director Who Is a Member of the Audit & Supervisory
Committee
4. Matters concerning the Exercise of Voting Rights
Handling of multiple voting(1) If you exercise your voting rights via the Internet more than once, your final vote shall be deemed valid.
1(2) If you exercise your voting rights by two different methods, that is, via the Internet as well as by mailingthe Voting Rights Exercise Form, the vote via the Internet shall be deemed valid.
5. Other Matters concerning this Convocation Notice
Of the documents to be provided with this Convocation Notice, “Subscription Rights to Shares” and “Systems
to Ensure Appropriate Business Execution and the Status of Operation of Systems Concerned,” in the Business Report,
the “Consolidated Statement of Changes in Net Assets,” the “Notes to the Consolidated Financial Statements,” the“Non-consolidated Statement of Changes in Net Assets” and the “Notes to the Non-consolidated Financial
Statements” are provided on the Company’s website (https://www.nisshin.com/english/shareholders/meeting.html)
in accordance with laws and regulations and Article 15 of the Company’s Articles of Incorporation, and they are
therefore not attached herewith.
The Business Report, the Consolidated Financial Statements, and the Non-consolidated Financial
Statements audited by the Audit & Supervisory Committee, and the Consolidated Financial Statements and theNon-consolidated Financial Statements audited by the Independent Auditor consist of the items posted on the
Company’s aforementioned website, as well as the documents included with this Convocation Notice.

- Modifications, if any, to the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements and Non-consolidated Financial Statements will be posted on the Company’s
website (https://www.nisshin.com/ir/stock/meeting/).
In order to prevent the spread of COVID-19, we request that you exercise your voting rights, in writing or via
the Internet, and refrain from coming to the meeting in person as much as possible.
- Please refer to the enclosed “The COVID-19 Infection Prevention Measures at the 178th Ordinary General
Meeting of Shareholders” for points to note regarding the operation of the meeting.
- If you are attending the meeting in person, please present the enclosed Voting Rights Exercise Form at thereception desk on arrival at the meeting. Please bring this Convocation Notice with you.
- If a proxy is attending the meeting on your behalf, the proxy shall present written proof of his/her power ofrepresentation and the Voting Rights Exercise Form at the reception desk on arrival at the meeting. You may
appoint only one proxy, who shall be a shareholder of the Company with voting rights.
- Please note that the place, time, operating methods, etc., of the meeting is subject to change depending on
the state of the COVID-19 pandemic, etc. If there are any changes, the information will be posted on the
Company’s website (https://www.nisshin.com/ir/stock/meeting/).

2

Guide to Exercising Voting Rights
To exercise voting rights in advance
Please review the “Reference Documents for the General Meeting of Shareholders,” described hereafter, andexercise your voting rights by either of the following methods.
Note: Institutional investors can use the platform for exercising voting rights operated by ICJ, Inc.
1. To exercise voting rights in writing (by postal mail)•Please indicate your vote for or against each of the proposals on the enclosed Voting Rights Exercise Form,then return the form so as to arrive no later than 5:30 p.m. (JST), Monday, June 27, 2022.
•
In the event you do not indicate your vote for or against each of the proposals on the enclosed Voting Rights
Exercise Form, it shall be deemed that you indicated a vote for.
2. To exercise voting rights via the Internet, etc.
•
Please refer to the following “Guidance for the exercise of voting rights via the Internet, etc.” and exercise
your voting rights no later than 5:30 p.m. (JST), Monday, June 27, 2022.
•
If you exercise your voting rights via the Internet more than once, your final vote shall be deemed valid.
•

If you exercise your voting rights by two different methods, that is, via the Internet as well as by mailing the
Voting Rights Exercise Form, the vote via the Internet shall be deemed valid.

To attend the meeting
Please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting. Pleasebring this Convocation Notice with you.
If a proxy is attending the meeting on your behalf, the proxy shall present written proof of his/her power ofrepresentation and the Voting Rights Exercise Form at the reception desk on arrival at the meeting. You may appoint
only one proxy, who shall be a shareholder of the Company with voting rights.
Please note that the place, time, operating methods, etc., of the meeting is subject to change depending on the stateof the COVID-19 pandemic, etc. If there are any changes, the information will be posted on the Company’s website(https://www.nisshin.com/ir/stock/meeting/).

3

Guidance for the exercise of voting rights via the Internet, etc.
Deadline for exercising voting rights: 5:30 p.m. (JST), Monday, June 27, 2022
 To exercise voting rights from a smartphone
1 Access the website for exercising voting rights from a smartphone
Use your smartphone or tablet to scan the “QR Code® for the website for exercising voting rights from a smartphone”
at the bottom right of the enclosed Voting Rights Exercise Form.
2 Open the website for exercising voting rights
When you open the displayed URL, the website for exercising voting rights will appear.
There are two methods for exercising voting rights.
•
To indicate your vote for or against each proposal individually → 3•
To indicate your vote for all Company proposals, click “すべての会社提案議案について「賛成」する(Indicate your vote for all Company proposals).” → 4
3 To vote on each proposal individually
Click “各議案について個別に指示する (Vote individually).” Please indicate your vote for or against each of the
proposals by following the instructions on the screen.
4 Complete the exercise
If there is no error on the confirmation page, click “この内容で行使する (Exercise this content)” to complete theexercise.
If you wish to change your vote after exercising your voting rights, you need to scan the QR Code® again and enter
the “voting rights exercise code” and “password” indicated on the enclosed Voting Rights Exercise Form. (You canalso exercise your voting rights by accessing the website for exercising voting rights (https://www.web54.net)
directly from your computer.)
Note: QR Code is a registered trademark of DENSO WAVE INCORPORATED.
 To exercise voting rights from a computer
1 Access the website for exercising voting rights
https://www.web54.net
Click “次へすすむ (Go to next).”
2 Log inEnter the “voting rights exercise code” indicated on the Voting Rights Exercise Form, then click “ログイン (Login).”
3 Enter the password
Enter the “password” indicated on the Voting Rights Exercise Form, create a “new password,” then click “登録(Register).”
The preparations are now complete. Please follow the instructions on the screen and enter your vote for or against.
Notes: Any communication fees, etc., incurred when using the website for exercising voting rights shall be borneby the shareholder.
The website for exercising voting rights may not be available depending on the Internet environment, theservice you subscribe to, or the device model you are using.
Inquiries about the system, etc.:
Stock Transfer Agency Web Support
Sumitomo Mitsui Trust Bank, Limited
Dedicated dial-in: 0120-652-031(Operating hours: 9:00 to 21:00 (JST))4

Reference Documents for the General Meeting of Shareholders
Proposal and References
Proposal No. 1: Dividends from Surplus
Regarding dividends from the Company’s surplus, the Company wishes to meet shareholders’ expectations
with dividends based on a dividend payout ratio of at least 40% on a consolidated basis, while taking into accountits current and future earnings status and financial position.
The Company proposes the year-end dividend from the surplus for the fiscal year ended March 31, 2022 asdetailed below. This will result in the annual dividend, consisting of the interim and year-end dividends, of ¥39 per
share for the fiscal year ended March 31, 2022, an increase of ¥2 from the previous fiscal year.
If this proposal is approved, the Company will achieve an increase in dividends for nine consecutive fiscal
years since the fiscal year ended March 31, 2014, in which an actual increase in dividends was offered through astock split without making an adjustment to the dividend per share.
(1) Type of dividend
Cash(2) Matters related to the allocation of dividend and total amount thereof¥20 per share of the Company’s common stock
Total amount of dividends: ¥5,950,423,480(3) Effective date of dividend payment
June 29, 2022

5

Proposal No. 2: Amendment of Parts of the Articles of Incorporation
1. Reason for the Amendment
The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will come into effect on September 1, 2022, and theCompany proposes to amend its Articles of Incorporation as follows in order to prepare for the introduction of thesystem of electronic provision of materials for general meetings of shareholders.
(1) Article 15, Paragraph 1 of the proposed amendment provides that the Company shall take measures toprovide information electronically that is the content of reference documents for general meetings ofshareholders, etc.
(2) Article 15, Paragraph 2 of the proposed amendment establishes a provision to limit the scope of mattersto be included in the documents to be delivered to shareholders who have requested the delivery of paper
documents.
(3) The provision for Internet Disclosure and Deemed Provision of Reference Documents for Shareholders
Meeting (Article 15 of the current Articles of Incorporation) shall be deleted as it is no longer necessary.
(4) In accordance with the above amendments and deletion, supplementary provisions regarding the effective
date, etc. shall be established.
2. Details of the Amendment
The Articles of Incorporation, in their current forms as well as the proposed amendments thereto, are described
below.
(Underlining indicates changes.)
Current Articles of Incorporation
Proposed Amendment(Internet Disclosure and Deemed Provision of Reference
Documents for Shareholders Meeting,)
Article 15
When the Company gives notification of the convocationof a general shareholders meeting, if it discloses, in amanner utilizing the Internet, information pertaining tomatters that should be recorded or described in reference
documents for shareholders meetings, business reports,financial statements, and consolidated financial
statements in accordance with the provisions prescribedby the ordinances of the Ministry of Justice, theCompany may be deemed to have provided thisinformation to its shareholders.

(deleted)(Measures for Electronic Provision, etc.)
Article 1515.1 The Company shall, upon convocation of a general
meeting of shareholders, take measures to provide
information electronically that is the contents ofreference documents for the general meeting ofshareholders, etc.
15.2 The Company may exclude all or some of theinformation to be provided electronically as provided forin the applicable Ministry of Justice Order in the paper
copy to be delivered to shareholders who have requested
it by the record date for voting rights.

(newly established)

Supplementary Provision(Transitional Measures relating to Exemption from Liabilities
of Audit & Supervisory Board Members)
Pursuant to the provisions of Article 426, Paragraph 1 of theCompanies Act, the Company may, by a resolution of theBoard of Directors, exempt an Audit & Supervisory Board
Member (including a person who was formerly an Audit &Supervisory Board Member) from their liability for damages,
resulting from acts taken before the close of the 175th Ordinary
General Meeting of Shareholders held on June 26, 2019 set
forth in Article 423, Paragraph 1 of the Companies Act, to theextent legally allowed.

Supplementary Provision(Transitional Measures relating to Exemption from Liabilities
of Audit & Supervisory Board Members)
Article 1
Pursuant to the provisions of Article 426, Paragraph 1 of
the Companies Act, the Company may, by a resolution of
the Board of Directors, exempt an Audit & Supervisory
Board Member (including a person who was formerly an
Audit & Supervisory Board Member) from their liability
for damages, resulting from acts taken before the close of
the 175th Ordinary General Meeting of Shareholders
held on June 26, 2019 set forth in Article 423, Paragraph
1 of the Companies Act, to the extent legally allowed.
6

Current Articles of Incorporation

Proposed Amendment(Transitional Measures relating to Measures for Electronic
Provision, etc.)
Article 2
2.1 The amendment of Article 15 of the Articles ofIncorporation shall be effective as of September 1, 2022
(the “Effective Date”), the date of enforcement of theamended provisions stipulated in the proviso of Article 1of the Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019).
2.2 Notwithstanding the provisions of the preceding
paragraph, Article 15 of the Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders,etc.) shall remain in force with respect to general
meetings of shareholders to be held within six months
from the Effective Date.
2.3 This article shall be deleted after six months haveelapsed from the Effective Date or after three months
have elapsed from the date of the general meeting ofshareholders set forth in the preceding paragraph,
whichever is later.

(newly established)

7

Proposal No. 3: Election of Ten (10) Directors (Excluding Directors Who Are Members of the Audit &Supervisory Committee)
At the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all ten (10) Directors(excluding Directors who are members of the Audit & Supervisory Committee) will expire.
Therefore, we propose that ten (10) Directors (excluding Directors who are members of the Audit &Supervisory Committee) be elected. The Audit & Supervisory Committee has considered this proposal andexpressed its opinion that there are no particular matters to be stated.
The candidates for Directors (excluding Directors who are members of the Audit & Supervisory Committee)
are as follows.
Current Position and
Attendance at meetings of theNo.
Name
Responsibility in the Company Board of Directors (Times)
Director, Senior Managing
Executive Officer (In charge
1
Akira Mori
Renominationof Corporate Planning
13/13 (100%)
Division and Finance andAccounting Division)
Director, Managing Executive
Officer and Division
2
Koichi Iwasaki
Renomination
13/13 (100%)
Executive (Business
Development Division)
Director, Managing Executive
Officer and Division
3
Satoshi Odaka
Renomination
13/13 (100%)
Executive (Technology andEngineering Division)
Director, Managing Executive
Officer and Division
4
Naoto Masujima
Renomination
9/10 (90%)
Executive (General
Administration Division)
5

Takao Yamada

Renomination

Director and Managing
Executive Officer

13/13 (100%)

6

Yuji Koike

Renomination

Director and Managing
Executive Officer

13/13 (100%)

7Kazuhiko Fushiya

Renomination
Outside Director
Director
Independent Director

13/13 (100%)8Motoo Nagai

Renomination
Outside Director
Director
Independent Director

13/13 (100%)

9

Kenji Takihara

New candidate

Managing Executive Officer—

10Nobuhiro Endo

New candidate
Outside Director
Independent Director——

Note: Attendance information for Mr. Naoto Masujima only includes meetings of the Board of Directors held since his appointment
on June 25, 2021.

8

No.

Name
(Date of Birth)
Renomination

1

2

Career Summary, Position and Responsibility in the Company[Significant Positions Concurrently Held]

Joined the Company
General Manager (Finance Department of
Finance and Accounting Division)
June 2012
Executive Officer and General Manager(Finance Department of Finance andAccounting Division)
June 2013
Director and Division Executive (Corporate
Planning Division)
June 2015
Managing Director and Division Executive(Corporate Planning Division)
Akira MoriManaging Director and Division Executive(December 16, 1956) April 2017
(Finance and Accounting Division)
June 2019
Director, Managing Executive Officer andDivision Executive (Finance andAccounting Division)
June 2020
Director, Senior Managing Executive
Officer (In charge of Corporate Planning
Division and Finance and Accounting
Division) (to the present)
Reason for selecting the candidate for Director

Number of theCompany’s
Shares Held

April 1979
June 2010

42,160 shares

The Company selected Mr. Akira Mori as candidate for Director as he has a wealth of experience andexcellent track record in overall management, including accounting, finance, and corporate planning, andthus is considered to possess the requisite skills and qualities for the Company to pursue sustainable growthand medium- to long-term enhancement of corporate value.
Renomination
April 1980
Joined the Company
June 2012
Director
Director and President, Nisshin Foods Inc.
June 2014
Managing Director
June 2015
Director, Tokatsu Foods Co., Ltd.
June 2017
Executive Officer
Director and Vice Chairman, Tokatsu Foods
Co., Ltd.
65,600 shares
Koichi Iwasaki(September 12, 1956) June 2019
Director, Managing Executive Officer andDivision Executive (Business Development
Division) (to the present)
July 2019
Director and Chairman, Tokatsu Foods Co.,
Ltd. (to the present)[Director and Chairman (Representative Director), Tokatsu
Foods Co., Ltd.]
Reason for selecting the candidate for Director
The Company selected Mr. Koichi Iwasaki as candidate for Director as he has a wealth of experience andexcellent track record in management of the prepared dishes and other prepared foods business, as well asprocessed food business, and thus is considered to possess the requisite skills and qualities for the Company
to pursue sustainable growth and medium- to long-term enhancement of corporate value.

9

No.

Name
(Date of Birth)
Renomination

3

4

Career Summary, Position and Responsibility in the Company[Significant Positions Concurrently Held]

Joined the Company
General Manager (Technology andEngineering Department of Technology andEngineering Division)
April 2012
Director and Division Executive(Production Division), Nisshin Flour
Milling Inc.
June 2012
Executive Officer
Satoshi Odaka
June 2015
Director and Division Executive(November 18, 1958)(Technology and Engineering Division)
June 2019
Managing Executive Officer and Division
Executive (Technology and Engineering
Division)
June 2020
Director, Managing Executive Officer andDivision Executive (Technology andEngineering Division) (to the present)
Reason for selecting the candidate for Director

Number of theCompany’s
Shares Held

April 1983
June 2007

34,591 shares

The Company selected Mr. Satoshi Odaka as candidate for Director as he has a wealth of experience andexcellent track record in the areas including production management and technology development, and thus
is considered to possess the requisite skills and qualities for the Company to pursue sustainable growth andmedium- to long-term enhancement of corporate value.
Renomination
April 1983
Joined the Company
June 2014
Executive Officer, GS (Globalization) of
Corporate Planning Division and General
Manager (China Business Development
Office of Corporate Planning Division)
June 2015
Director, General Manager (Corporate
Planning Department) and Division
Executive (Overseas Business Division),
Nisshin Flour Milling Inc.
June 2016
Managing Director, General Manager
31,281 shares(Corporate Planning Department) andNaoto Masujima
Division Executive (Overseas Business(September 11, 1960)
Division), Nisshin Flour Milling Inc.
June 2017
Director and Division Executive (General
Administration Division)
June 2019
Managing Executive Officer and Division
Executive (General Administration
Division)
June 2021
Director, Managing Executive Officer andDivision Executive (General Administration
Division) (to the present)
Reason for selecting the candidate for Director
The Company selected Mr. Naoto Masujima as candidate for Director as he has a wealth of experience andexcellent track record in the areas including general administration, human resources, corporate planningand overseas business, and thus is considered to possess the requisite skills and qualities for the Company
to pursue sustainable growth and medium- to long-term enhancement of corporate value.

10

No.

Name
(Date of Birth)
Renomination

5

6

Career Summary, Position and Responsibility in the Company[Significant Positions Concurrently Held]

Joined the Company
Director and General Manager (Tokyo
Sales Department), Nisshin Flour Milling
Inc.
June 2012
Executive Officer
June 2013
Director
Managing Director and Division Executive(Sales Division), Nisshin Flour Milling Inc.
April
2015
Senior Managing Director and Division
Takao Yamada
Executive (Sales Division), Nisshin Flour(September 27, 1960)
Milling Inc.
April 2017
Director and President, Nisshin Flour
Milling Inc. (to the present)
June 2019
Director and Managing Executive Officer(to the present)[Director and President (Representative Director), Nisshin Flour
Milling Inc.]
Reason for selecting the candidate for Director

Number of theCompany’s
Shares Held

April 1983
June 2011

38,896 shares

The Company selected Mr. Takao Yamada as candidate for Director as he has a wealth of experience andexcellent track record in management of the flour milling business, and thus is considered to possess therequisite skills and qualities for the Company to pursue sustainable growth and medium- to long-term
enhancement of corporate value.
April 1983
Joined the Company
Renomination
June 2014
Executive Officer
Director and President, Nisshin Petfood
Inc.
June 2017
Director
Director and President, Nisshin Foods Inc.
35,131 shares
Yuji Koike
June 2019
Director and Managing Executive Officer(January 16, 1960)(to the present)
January 2022
Director and President, Nisshin Seifun
Welna Inc. (to the present)[Director and President (Representative Director), Nisshin Seifun
Welna Inc.]
Reason for selecting the candidate for Director
The Company selected Mr. Yuji Koike as candidate for Director as he has a wealth of experience andexcellent track record as a business manager, along with extensive expertise in the area of sales operationin the processed food business, and thus is considered to possess the requisite skills and qualities for theCompany to pursue sustainable growth and medium- to long-term enhancement of corporate value.

11

No.

Name
(Date of Birth)
Renomination
Outside Director
Independent Director

78Career Summary, Position and Responsibility in the Company[Significant Positions Concurrently Held]

Number of theCompany’s
Shares Held

April 1967
July 1999
July 2001

Joined the Ministry of FinanceCommissioner, National Tax Agency
Deputy Governor, National Life FinanceCorporation
July 2002
Assistant Chief Cabinet Secretary
January 2006
Commissioner, Board of Audit of Japan
5,600 shares
February 2008
Commissioner (President), Board of Audit
Kazuhiko Fushiya
of Japan(January 26, 1944)
January 2009RetiredJune 2009
Audit & Supervisory Board Member
June 2015
Director (to the present)[Chairman, The Institute of Internal Auditors - Japan]
Reason for selecting the candidate for Outside Director and a summary of the expected role
The Company selected Mr. Kazuhiko Fushiya as candidate for Outside Director as he currently provides
appropriate advice and supervision over the Company’s business execution, based on a wealth of experienceand high-level expertise gained through his career in the Ministry of Finance and other governmentalorganizations where he held important positions, and thus is hoped to continue to fulfill the aforementioned
expected role, as the Company pursues sustainable growth and medium- to long-term enhancement of its
corporate value. Although Mr. Fushiya has no experience in participating directly in corporate management,
except by serving as Outside Director or Outside Audit & Supervisory Board Member, he is believed, forthe aforementioned reasons, to be capable of adequately fulfilling the duties of Outside Director.
Renomination
April 1977
Joined Industrial Bank of Japan, Limited
Outside Director
April 2005
Executive Officer, Mizuho Corporate Bank,
Independent Director
Ltd.
April 2007
Managing Executive Officer, Mizuho
Corporate Bank, Ltd.
April 2011
Deputy President - Executive Officer,
Mizuho Trust & Banking Co., Ltd.
June 2011
Deputy President (Representative Director)
and Deputy President - Executive Officer,
1,000 shares
Mizuho Trust & Banking Co., Ltd.
Motoo Nagai
April 2014
Commissioner, Mizuho Trust & Banking(March 4, 1954)
Co., Ltd.
June 2014
Retired as Commissioner, Mizuho Trust &Banking Co., Ltd.
June 2015
Audit & Supervisory Board Member
June 2019
Director (to the present)[Outside Director, Nissan Motor Co., Ltd.][Outside Director, Organo Corporation]
Reason for selecting the candidate for Outside Director and a summary of the expected role
The Company selected Mr. Motoo Nagai as candidate for Outside Director as he currently provides
appropriate advice and supervision over the Company’s business execution, based on his wealth ofexperience and broad-based insight gained through management of financial institutions, and thus is hoped
to continue to fulfill the aforementioned expected role, as the Company pursues sustainable growth andmedium- to long-term enhancement of its corporate value.

12

No.

Name
(Date of Birth)
New candidate

9Career Summary, Position and Responsibility in the Company[Significant Positions Concurrently Held]

Joined the Company
General Manager (Investor Relations
Office of Corporate Planning Division)
June 2009
Group Leader (Operations & PlanningGroup of Operations & Planning
Division), Nisshin Flour Milling Inc.
June 2013
Director and Division Executive(Operations & Planning Division), Nisshin
Flour Milling Inc.
June
2016
Executive Officer
Kenji Takihara
Director(February 3, 1966) June 2017
June 2019
Managing Executive Officer (to thepresent)
Managing Director and Division Executive(Operations & Planning Division), Nisshin
Flour Milling Inc.
June 2021
Senior Managing Director, Nisshin Flour
Milling Inc. (to the present)[Senior Managing Director, Nisshin Flour Milling Inc.]
Reason for selecting the candidate for Director

Number of theCompany’s
Shares Held

April 1988
June 2006

37,760 shares

The Company selected Mr. Kenji Takihara as candidate for Director as he has a wealth of experience andexcellent track record in the flour milling business, along with a wide range of expertise in the areas
including investor relations, corporate planning and technology development, and thus is considered topossess the requisite skills and qualities for the Company to pursue sustainable growth and medium- tolong-term enhancement of corporate value.

13

No.

Name
(Date of Birth)
New candidate
Outside Director
Independent Director

Career Summary, Position and Responsibility in the Company[Significant Positions Concurrently Held]

Number of theCompany’s
Shares Held

April 1981
April 2006

Joined NEC Corporation
Senior Vice President and Executive
General Manager (Mobile Network
Operations Unit), NEC Corporation
April 2009
Executive Vice President, NEC
Corporation
June 2009
Executive Vice President and Member ofthe Board, NEC Corporation
April 2010
President (Representative Director), NEC
Corporation
Nobuhiro Endo
April 2016
Chairman of the Board (Representative(November 8, 1953)
Director), NEC Corporation
June 2019
Chairman of the Board, NEC Corporation10(to the present)[Chairman of the Board, NEC Corporation][Outside Director, Tokio Marine Holdings, Inc.][Outside Director, Sumitomo Pharma Co., Ltd.][Outside Director, Japan Exchange Group, Inc.]
Reason for selecting the candidate for Outside Director and a summary of the expected role

0 shares

The Company selected Mr. Nobuhiro Endo as candidate for Outside Director as he has a wealth ofexperience and broad-based insight as corporate executive, and is considered to qualify for the office ofOutside Director in charge of providing appropriate advice and supervision over the Company’s businessexecution based on the experience and insight, and thus is hoped to fulfill the aforementioned expected
role, as the Company pursues sustainable growth and medium- to long-term enhancement of its corporate
value.
Notes: 1. No actual conflict of interest exists between the Company and any of the above candidates.
2. Under the provision of Article 427, Paragraph 1 of the Companies Act, the Company has concluded liability limitationagreements with Mr. Kazuhiko Fushiya and Mr. Motoo Nagai which limit the amount of liability for damages set forth in
Article 423, Paragraph 1 thereof, to the sum of the amount set forth in each item of Article 425, Paragraph 1 thereof,
provided that their duties are performed in good faith and without gross negligence.
3. Under the provision of Article 427, Paragraph 1 of the Companies Act, the Company plans to conclude a liability limitationagreement with Mr. Nobuhiro Endo which limits the amount of liability for damages set forth in Article 423, Paragraph 1
thereof, to the sum of the amount set forth in each item of Article 425, Paragraph 1 thereof, provided that his duties are
performed in good faith and without gross negligence.
4. The Company has entered into a directors and officers liability insurance contract with an insurance company, as provided
in Article 430-3, Paragraph 1 of the Companies Act, insuring Directors, Audit & Supervisory Board Members, Executive
Officers, and important employees, etc. of the Company and its domestic subsidiaries, under which damages arising frominsureds’ liability borne from the performance of their duties, or from claims in pursuit of that liability, shall becompensated. If each candidate is elected and assumes office as a Director, each Director will be included as the insured
under this insurance contract. In addition, the Company plans to renew this insurance contract under similar conditions, atthe time of the next renewal.
5. Mr. Kenji Takihara is scheduled to assume office as Director and Chairman, Nisshin Flour Milling Inc. on June 28, 2022.
6. Information on candidates for Outside Directors(1) Mr. Kazuhiko Fushiya, Mr. Motoo Nagai, and Mr. Nobuhiro Endo are candidates for Outside Directors. The Company
has selected them as Independent Directors due to their satisfying the “Independence Standards for Outside Directors,”
which are stipulated by the Company based on the criteria concerning independence set forth by the Tokyo Stock
Exchange, Inc. (and posted on the Company’s website (https://www.nisshin.com/uploads/governance_is.pdf)) with thenecessary notification provided thereto.
(2) Mr. Kazuhiko Fushiya is currently an Outside Director for the Company, whose term in office will be about seven years
at the time of the conclusion of this Ordinary General Meeting of Shareholders. Furthermore, he was an Outside Audit& Supervisory Board Member for the Company before his appointment as an Outside Director and so has been with theCompany for about thirteen years since his appointment as an Outside Audit & Supervisory Board Member.
(3) Mr. Motoo Nagai is currently an Outside Director for the Company, whose term in office will be about three years at thetime of the conclusion of this Ordinary General Meeting of Shareholders. Furthermore, he was an Outside Audit &Supervisory Board Member for the Company before his appointment as an Outside Director and so has been with theCompany for about seven years since his appointment as an Outside Audit & Supervisory Board Member.
(4) Mr. Nobuhiro Endo is scheduled to retire from the office of Chairman of the Board of NEC Corporation at the conclusion14

of its ordinary general meeting of shareholders to be held in June 2022.
(5) Nissan Motor Co., Ltd. (“Nissan”), for which Mr. Motoo Nagai served as an outside audit & supervisory board member(full-time) until June 2019 and serves as an outside director from the same month, received process improvement orders
on March 26, 2018 and process improvement directives on December 19, 2018 from the Ministry of Land, Infrastructure,
Transport and Tourism related to the company’s non-conformities in the final inspection process at its vehicle
manufacturing plants in Japan. In addition, Nissan received a surcharge payment order on February 27, 2020 from theCommissioner of the Financial Services Agency for making false disclosures regarding the director’s remuneration in
annual securities reports submitted in past years, etc. Due to such false disclosures regarding the director’s remuneration,
Nissan and two former directors of Nissan were also indicted on charges of violating the Financial Instruments andExchange Act (Crime of Submission of False Annual Securities Report), and Nissan and one former director wereconvicted on March 3, 2022 (the judgment has been confirmed for Nissan). Furthermore, a former director of Nissan was
indicted on charges for violating the Companies Act (Crime of an Aggravated Breach of Trust). Mr. Motoo Nagai had
not been aware of these issues until the underlying causes for such matters became known. However, Mr. Motoo Nagai
has regularly provided suggestions at meetings of the board of directors and other such meetings from the standpoint ofcompliance with laws and regulations, and after becoming aware of these issues, he has appropriately fulfilled his duties
by providing instructions regarding thorough investigation and prevention of reoccurrence of such misconduct.
(6) Japan Post Insurance Co., Ltd., for which Mr. Nobuhiro Endo served as an outside director from June 2016 to June 2018,
received business suspension orders and process improvement orders from the Financial Services Agency on December
27, 2019, due to improper sales for insurance, etc., by the company. Mr. Nobuhiro Endo had not been aware of theunderlying causes for the orders while being in office. However, Mr. Nobuhiro Endo had been appropriately fulfilling
his duties by providing suggestions from the standpoint of compliance with laws and regulations regularly and ensuring
thorough awareness of compliance.
(7) Japan Exchange Group, Inc., for which Mr. Nobuhiro Endo serves as an outside director, received a process improvement
orders from the Financial Services Agency on November 30, 2020, in response to a failure that occurred on October 1,
2020, in the stock trading system of its subsidiary, the Tokyo Stock Exchange, Inc. (hereinafter referred to as the “TSE”),
and the resulting all-day trading halt on the TSE, citing deficiencies in the settings of the automatic switching functionof the failed equipment and the TSE’s insufficient rules regarding the resumption of trading. Before the occurrence ofthe fact, Mr. Nobuhiro Endo had been providing suggestions at meetings of the company’s board of directors on how themarket should be operated to ensure stability and reliability as appropriate. After the occurrence of the fact, heappropriately fulfilled his duties as a member of the Investigation Committee established by the company, evaluating andmaking recommendations regarding the true cause of the failure, the appropriateness of pre- and post-response measures,and measures to prevent recurrence, as well as reporting at meetings of the company’s board of directors on the status
and results of the Committee’s investigation.

15

Proposal No. 4: Election of One (1) Director Who Is a Member of the Audit & Supervisory Committee
Mr. Tetsuo Kawawa, a Director who is a member of the Audit & Supervisory Committee, will resign at thetime of the conclusion of this Ordinary General Meeting of Shareholders.
Therefore, we propose that one (1) Director who is a member of the Audit & Supervisory Committee be elected.
Furthermore, we have received consent from the Audit & Supervisory Committee concerning this proposal.
The candidate for Director who is a member of the Audit & Supervisory Committee is as follows.
Current Position and
Attendance at meetings of the
Name
Responsibility in the Company
Board of Directors (Times)
Takaharu Ando

New candidate
Outside Director
Independent Director

—

16

—

Name
(Date of Birth)
New candidate
Outside Director
Independent Director

Career Summary, Position and Responsibility in the Company[Significant Positions Concurrently Held]

Number of theCompany’s
Shares Held

April 1972
September 1994
August 1999

Joined National Police Agency
Chief of Gunma Prefectural Police Headquarters
Director of Public Security Bureau of Tokyo
Metropolitan Police Department
August 2004
Director General of Commissioner General’s
Secretariat of National Police Agency
August 2007
Deputy Commissioner General of National
0 shares
Police Agency
Takaharu Ando
June 2009
Commissioner General of National Police(August 31, 1949)
AgencyOctober 2011Retired from National Police Agency[Outside Director, AMUSE INC.][Outside Director, ZENSHO HOLDINGS CO., LTD.][Outside Director, TOBU RAILWAY CO., LTD.]
Reason for selecting the candidate for Outside Director who is a member of the Audit & Supervisory Committee
and a summary of the expected role
The Company selected Mr. Takaharu Ando as candidate for Outside Director who is a member of the Audit &Supervisory Committee, as he has a career in the National Police Agency and other governmental organizations
where he held important positions, and is considered to qualify for the office of Audit & Supervisory Committee
Member in charge of auditing and supervising the Company’s operational execution based on his wealth ofexperience and broad-based insight gained through his career, thus is hoped to fulfill the aforementioned expectedrole from an objective standpoint in order to further strengthen the Company’s governance and risk management.
Although Mr. Ando has no experience in participating directly in corporate management, except by serving as
Outside Director, he is believed, for the aforementioned reasons, to be capable of adequately fulfilling the duties
of Outside Director who is a member of the Audit & Supervisory Committee.
Notes: 1.
2.

3.

4.

No actual conflict of interest exists between the Company and the above candidate.
Under the provision of Article 427, Paragraph 1 of the Companies Act, the Company is planning to conclude a liability
limitation agreement with Mr. Takaharu Ando which limits the amount of liability for damages set forth in Article 423,
Paragraph 1 thereof, to the sum of the amount set forth in each item of Article 425, Paragraph 1 thereof, provided that his
duties are performed in good faith and without gross negligence on his part.
The Company has entered into a directors and officers liability insurance contract with an insurance company, as provided
in Article 430-3, Paragraph 1 of the Companies Act, insuring Directors, Audit & Supervisory Board Members, Executive
Officers, and important employees, etc. of the Company and its domestic subsidiaries, under which damages arising frominsureds’ liability borne from the performance of their duties, or from claims in pursuit of that liability, shall becompensated. If Mr. Takaharu Ando is elected and assumes office as a Director who is a member of the Audit &Supervisory Committee, he will be included as the insured under this insurance contract. In addition, the Company plansto renew this insurance contract under similar conditions, at the time of the next renewal.
Information on a candidate for Outside Director who is a member of the Audit & Supervisory Committee
Mr. Takaharu Ando is a candidate for Outside Director. The Company has selected him as a Independent Director due tohim satisfying the “Independence Standards for Outside Directors” which are stipulated by the Company based on thecriteria concerning independece set forth by the Tokyo Stock Exchange, Inc. (and posted on the Company’s website(https://www.nisshin.com/uploads/governance_is.pdf)) and has provided the necessary notification thereto.

End

17

Reference: Expertise, etc., of (prospective) Directors after this Ordinary General Meeting of Shareholders (skills matrix)
Corporate
management
andmanagement
strategy

GlobalKenji Takihara



Akira Mori

Koichi Iwasaki



Name

Human
Sales andresources
Legal andmarketing Procurement Technology,
Finance andmanagement Environment
risk(including
anddigital, andaccounting
and human and society
management
E-commerce, production
R&D
resourceetc.)
development









Naoto Masujima
Takao Yamada

Yuji Koike



Kazuhiko Fushiya










Motoo Nagai



Nobuhiro Endo

Satoshi Ito

































Shoh Ohuchi
Mieko Tomita


















Satoshi Odaka

Takaharu Ando











18





Business Report(From April 1, 2021 to March 31, 2022)

1. Overview of the Corporate Group(1) Business Progress and Results[1] Business Environment and Performance of the Group
During the fiscal year ended March 31, 2022, economic activities are gradually moving toward normalcy,
although lifestyles and consumer mindsets are changing, and demand is being affected by a repeated pattern of
expansion and retreat in infections from COVID-19. On the other hand, the business environment has beensignificantly affected by global food inflation, a sharp rise in the prices of cereal and natural resources due to thesituation in Ukraine, and the accelerated depreciation of the yen in the foreign exchange market, etc.
Under these conditions, the Group strove to fulfill its corporate mission of ensuring the stable supply of foods
involving wheat flour and the delivery of safe and reliable products in each business area, as well as the safety ofthe employees who support this mission. Additionally, the Group gave highest priority to achieving a swift
recovery in sales and earnings capabilities in order to realize its long-term vision called “NNI ‘Compass for the
Future’—Toward a New Stage—Maximizing Group-wide Capabilities and Effecting Business Model Change”
along with decisive steps for building the foundation for further growth.
As part of this effort, in October of last year, we decided to construct a new flour millig plant in the Mizushima
district of the City of Kurashiki, in Okayama Prefecture, which is scheduled to start operations in around May
2025, and to close the Okayama Plant and Sakaide Plant in conjunction with this construction. Through thesemeasures, we will strengthen our cost competitiveness, enhance our BCP (business continuity planning) in
preparation for possible damage due to earthquakes and other contingencies, and ensure a stable supply of wheat
flour which is our staple foods.
In January of this year, we changed the company name of processed food business subsidiary Nisshin Foods
Inc. to Nisshin Seifun Welna Inc. We will pursue new brand strategies both in Japan and overseas with the aim ofdeveloping into a globally-operating company through brand strategic investments to increase exposure and toestablish and expand awareness of our brand.
Additionally, to promote the sustainable cyclical growth targeted in the Company’s long-term vision, we haveendorsed the recommendations of the TCFD (Task Force on Climate-related Financial Disclosures), andannounced our participation in the TCFD Consortium.In conjunction with these moves, in August 2021 weformulated specific medium/long-term targets with respect to two of our CSR priorities - “addressing climatechange and water resource issues” and “efficiently handling food waste and packaging waste” - and are further
accelerating efforts to this end.
With respect to performance, consolidated net sales for the fiscal year ended March 31, 2022, came to ¥679,736
million, essentially unchanged year on year. This result came as lower revenue due to effects from the applicationof an accounting standard regarding revenue recognition and the termination of outsourced production in the petfood business balanced out several positive developments. These included increased revenue in the flour millingbusiness in Japan from price revisions for wheat flour enacted in step with wheat price revisions, growth in wheatmarket prices and foreign currency translation effects in the overseas flour milling business, and revenue growthfrom progress in plant construction in the engineering business. Excluding the impact of application of theaccounting standard regarding revenue recognition, sales actually increased 8.6% year on year. In terms of profits,
operating profit increased 8.2% year on year to ¥29,430 million, while ordinary profit was up 9.2% to ¥32,626
million. These results were largely reflective of robust performance in the U.S. flour milling business, firm sales
prices for bran (a byproduct of the flour milling business in Japan), steady recovery in the prepared dishes andother prepared foods business, and progress on large-scale projects in the engineering business. Profit attributableto owners of parent, meanwhile, declined 7.9% to ¥17,509 million, mainly reflecting an impairment loss
accompanying worsening business performance in the New Zealand flour milling business.
With respect to dividends, the Company plans to pay a full-year dividend of ¥39 per share, up ¥2 from theprevious fiscal year, in line with its basic policy of maintaining a payout ratio of at least 40% on a consolidated
basis.
[2] Review of Operations of the GroupIn the domestic market, the Group strove to strengthen sales promotion activities and enhance productivity inall of its business fields, as well as continuously implementing cost reductions and ensuring appropriate profits
commensurate with purchasing costs. The Group aggressively implemented measures to strengthen its
business foundations in overseas markets as well.
In new product development, the Group continued to develop high-value-added products that are novel andunique, while also focusing on new market development.
Moreover, in order to deliver high-quality, safe and reliable products, the Group strove for further improvement
19and enhancement of its quality control systems.
The following is a review of operations by business segment of the Group.
Flour Milling Segment
Percentage of net sales: 46.1%
Net sales: ¥313,519 million
In the flour milling business in Japan, as economic activity gradually returned to normal, the market
environment nonetheless remained challenging even as market conditions moved toward recovery. In this climate,sales expansion measures led to higher shipments compared to the previous year. Additionally, in June and again
in December 2021, we implemented price revisions for commercial-use wheat flour in response to revised
government prices for five classes of imported wheat. On average, the government’s price for imported wheatrose 5.5% in April 2021, and by 19.0% in October that same year.
In the overseas flour milling business, sales were higher year on year mainly due to the effects of rising wheatmarket prices, coupled with foreign currency translation effects.
As a result, net sales of the Flour Milling Segment increased 9.7% year on year to ¥313,519 million, overcoming
the sales-reducing effect of the application of an accounting standard regarding revenue recognition. Operating
profit climbed 35.9% to ¥8,587 million, benefiting mainly from favorable business performance in the U.S. flour
milling business and robust sales prices for bran, a byproduct from the flour milling business in Japan, offsetting
worsening business performance in the Australia flour milling business due to supply chain woes caused by the
COVID-19 pandemic.
Processed Food Segment
Percentage of net sales: 26.9%
Net sales: ¥182,968 million
In the processed food business, while shipments of household-use products fell short of the tremendous growthreported in the previous year, demand for commercial-use products continued to recover, while shipments of
prepared mix held firm overseas. Nevertheless, sales in the processed food business were lower year on year,
mainly due to the sales-reducing effect of the application of an accounting standard regarding revenue recognition.
Additionally, we revised prices for wheat flour products in July 2021 and again in January 2022, in line with pricerevisions for commercial wheat flour reflecting price changes for imported wheat enacted by the Japanese
government. Further, in step mainly with rising costs for raw ingredients due to high market prices, we enacted
price revisions for pasta and pasta sauces in September 2021 and February 2022, with similar revisions for frozen
foods also in February.
In the yeast and biotechnology business, sales were higher year on year, mainly reflecting higher shipments ofdiagnostic reagents and culture media. Furthermore, local subsidiary Oriental Yeast India Pvt. Ltd. is aiming tolaunch full-scale operations sometime in summer 2022 of a yeast plant in India, where work was previously
delayed by the COVID-19 pandemic.
In the healthcare foods business, sales were lower year on year due to lower shipments of raw materials forpharmaceuticals.
As a result, net sales of the Processed Food Segment decreased 14.8% year on year to ¥182,968 million, which
also included sales-reducing effects from the application of an accounting standard regarding revenue recognition.
Operating profit declined 19.1% to ¥12,411 million, mainly the result of lower shipments of household-use
products and higher expenses for sales expansion measures in the processed food business, coupled with brandstrategy investments accompanying a company name change and a decline in shipments of raw materials forpharmaceuticals in the healthcare foods business. These factors overshadowed growth in shipments of preparedmix overseas in the processed food business, as well as higher shipments of diagnostic reagents and culture media
in the yeast and biotechnology business.
Prepared Dishes and Other Prepared Foods Segment
Percentage of net sales: 20.4%
Net sales: ¥138,384 million
In the prepared dishes and other prepared foods business, sales were strong, reflecting steady recovery in sales
from the effects of the COVID-19 pandemic last year. In addition, sales of seasonal New Year’s dishes were again
strong as was the case in the previous year. However, net sales of the Prepared Dishes and Other Prepared Foods
Segment decreased 3.1% year on year to ¥138,384 million, mainly due to sales-reducing effects from theapplication of an accounting standard regarding revenue recognition. Operating profit, meanwhile, was ¥3,141
million, up a substantial 145.8% from the previous year, reflecting benefits from improved production efficiency,
in addition to sales growth.
In addition, in April this year we decided to establish, this July, an intermediate holding company for overseeing
the prepared dishes and other prepared foods business. The purpose of the new company will be to make flexible
20

strategic decisions considering the overall optimization of the prepared dishes and other prepared foods business,and to further strengthen management of that business. Going forward, this intermediate holding company will
have a leading role as we build a competitive business structure. It will effectively use the management resourcesof subsidiaries under its control, participate in and support the business management and strategic planning ofeach company, and strengthen risk management and governance.
Others Segment
Percentage of net sales: 6.6%
Net sales: ¥44,864 million
In the engineering business, sales were significantly higher year on year, reflecting progress on large-scale
projects in mainstay plant engineering operations.
In the mesh cloths business, sales rose year on year atop increased shipments of screen printing materials forsolar panels, mesh cloths for hydrogen production equipment, and plastic molding products mainly for automotive
components.
In the pet food business, our involvement in the outsourced production of pet food concluded on March 31,
2021.
As a result, net sales of the Others Segment increased 23.8% year on year to ¥44,864 million, and operating
profit increased 21.7% to ¥5,160 million.
(2) Issues to be Addressed[1] Basic Management Policy
The Group has been operating and striving to expand its business under the corporate principle of “contributing
to a healthy and fruitful life for all” which is founded on the guiding philosophies of “the basis of business is built
on trust” and to be “in tune with the changing business climate.” Each of our Group companies endeavors toalways provide health-conscious products and services, and is committed to earning customer trust under the
corporate slogan of “delivering good health and reliability.”
In light of these basic philosophies, the Group makes it a basic management policy to maximize its long-term
corporate value, and carries out group management by strategically allocating resources concentrated on our coreand growing business.
Furthermore, we pursue self-innovation while fulfilling our social responsibility by implementing internal
control systems, reinforcing compliance, ensuring food safety, protecting the environment, and contributing tosocial activities, etc., and contribute to the realization of a sustainable society. We will continue to strive to gain
active support from each of our various stakeholders including shareholders, customers, business partners,
employees, and society.
[2] Medium- to Long-term Management Strategies
The Group is striving to achieve the goal set forth in its long-term vision, “NNI ‘Compass for the Future’ —Toward a New Stage—Maximizing Group-wide Capabilities and Effecting Business Model Change” to be “aglobally-operating company that assists ‘healthy lifestyles’ and plays a critical role in building ‘the foodinfrastructure’ of the future,” through the promotion of New Nisshin Innovation activities. We will build a system
which demonstrates the Group’s “comprehensive capabilities.” At the same time, we will take this opportunity toemphasize “customer-oriented policy,” implement growth strategies based on the pillars of “remodeling existing
businesses” and “enhancing the Group business portfolio,” and further reinforce management functions which
support the aforesaid initiatives.
Furthermore, we will strive to secure the stable distribution of profits from a long-term perspective toshareholders who share with us “the values created down through the generations since our establishment.” We
aim for a payout ratio baseline of 40% or more on a consolidated basis, while intending to repurchase treasury
shares in a flexible manner taking into account cash flows and demand for funds for strategic investments.
The Group will execute these strategies developed to realize the long-term vision so as to achieve further growthin earnings per share (EPS) through efforts in both profit growth and capital policy planning. We will also strive
to improve our return on equity (ROE) and ensure ROE exceeds capital cost, while striking a balance between
capital efficiency and financial stability.
We will further strengthen the link between “the realization of corporate philosophy” and “the maximization of
corporate value” by pursuing sustainability management in a manner that develops a strong link between ourbusiness strategies and contributions to environment (E) and society (S), which are associated with businesssustainability, while enhancing governance (G), which serves as a discipline to improve corporate value. We seek
to achieve the goal of developing a corporate group blessed with ongoing active support from all stakeholders.
We are currently investigating a new medium-term management plan to start in the fiscal year ending March
31, 2023. We plan to formulate it after thorough discussion under the leadership of the new President, who isscheduled to assume office effective from the date of this year’s Ordinary General Meeting of Shareholders.
21[3] Management Environment and Issues to be Addressed, etc.
In the food industries in Japan and overseas, economic activities are gradually moving toward normalcy,
although lifestyles and consumer mindsets are changing, and demand is being affected by a repeated pattern of
expansion and retreat in infections from COVID-19. On the other hand, the business environment has beensignificantly affected by global food inflation, a sharp rise in the prices of cereal and natural resources due to thesituation in Ukraine, and the accelerated depreciation of the yen in the foreign exchange market, etc. In addition,
the trend in Japan for negotiating free trade agreements is anticipated to accelerate, due to factors such as
international trade agreements coming into effect.
Under these circumstances, the Group will fulfill its mission to continue to secure the stable supply of foods
involving wheat flour, and delivering safe and reliable products in each business. In addition, each of ourbusinesses will place a top priority on addressing the significant increase in raw material and other costs due tofactors such as food inflation. At the same time, in order to strengthen our business competitiveness (ability to sell
and ability to earn), we will promote digital transformation, digitalize our operations, and reform our businessmodel, etc., while seeking to realize our long-term vision by strengthening cooperation among our operatingcompanies in Japan and overseas, which will further generate the Group’s “comprehensive capabilities.” We willtake on the environmental changes being brought about by social issues and technological innovations and achievesustainable growth. At the same time, we will contribute to the realization of a sustainable society by creating acycle that contributes to society through the additional value that the Group itself produces. In response toincreasing system-related risks such as cyberattacks and unauthorized access, we are enhancing the Group-wide
security level, by strengthening our security functions and crisis management systems.
1.

Domestic Business Strategies
Regarding the flour milling business, we will strengthen customer relationships through the development of
products that accurately capture customer needs and by promoting value-added services that offer total solutions
to customers, and continue our efforts to stably supply safe and reliable products. In addition, in October of lastyear, we decided to construct a new plant in the Mizushima district of the City of Kurashiki, in Okayama
Prefecture, which is scheduled to start operations in around May 2025, and to close the Okayama Plant andSakaide Plant in conjunction with this construction. Through these measures, we will strengthen our costcompetitiveness, enhance our BCP (business continuity planning) in preparation for possible damage due toearthquakes and other contingencies, and ensure a stable supply of wheat flour which is our staple foods.
In the processed food business, we will work to address customer needs, adding value to products with anemphasis on three themes of “simple & convenient,” “authentic,” and “healthy,” and will pursue measures toboost brand loyalty by launching new products aligned to the SDGs and to the preferences of Generation Z withaggressive sales promotional efforts. We will also undertake the task of optimizing our business portfolio
including the effort to further expand the frozen foods business, which is a growing sector. In January of thisyear, we changed the company name of Nisshin Foods Inc. to Nisshin Seifun Welna Inc. We will pursue new
brand strategies both in Japan and overseas with the aim of developing into a globally-operating company
through brand strategic investments to increase exposure and to establish and expand awareness of our brand.
In the prepared dishes and other prepared foods business, we will switch to a highly practical business modelthat strives to provide delicious flavors, by leveraging the Group’s R&D capabilities while realizing a high levelof production efficiency through the technological capabilities we have cultivated over the years. In addition,in April this year we decided to establish, this July, an intermediate holding company for overseeing the prepareddishes and other prepared foods business. The purpose of the new company will be to make flexible strategic
decisions considering the overall optimization of the prepared dishes and other prepared foods business, and tofurther strengthen management of that business. Going forward, this intermediate holding company will havea leading role as we build a competitive business structure. It will effectively use the management resources ofsubsidiaries under its control, participate in and support the business management and strategic planning ofeach company, and strengthen risk management and governance.
In the yeast, biotechnology, healthcare foods, engineering and mesh cloths businesses, etc., our plan is to seek
growth by product and technology developments that will culminate in groups of businesses with real presencein their respective industries.
Moreover, we will appropriately address the issue of labor shortage in Japan by using robots and AI, as well
as by making improvements to business processes using new technologies such as automation technologies.

2.

Overseas Business Strategies
In the flour milling business, we are committed to achieving further growth in local markets via sales
expansion measures that leverage the Group’s strengths in flour milling technology and proposal capabilities,
and will continue to expand our overseas business foundations by proactively making strategic investments.
22

In the processed food business, we envisage further expansion of the commercial-use prepared mix businessgiven projected growth in the Asian market. In terms of production, along with bolstering cost competitivenessby utilizing our global optimal production system as a base, we are leveraging production technology andexpertise in high-level quality control built up by the Group over many years to pursue further expansion in
pasta, pasta sauce and frozen foods businesses, etc.
In the yeast and biotechnology business, a yeast production plant is currently under preparation by Oriental
Yeast India Pvt. Ltd., and full-scale operations are planned to commence around this summer. This plant willallow us to enter into the Indian yeast market, which is experiencing growing demand for yeast used in breadbaking. We aim to expand business by supplying our high-quality products locally.
Moreover, in the flour milling, processed food, and bakery-related businesses in particular, we will movewith speed to promote business expansion in new domains, either through the Group’s own proprietary efforts
or through M&A and alliance opportunities.
3.

R&D Strategies and Cost Strategies
The Group takes on the perspective of its customers in the development of new products, and is engaged in
the creation of basic and core technologies in new domains. In terms of the development of new products, highvalue-added products from a customer perspective that are novel and unique will be developed continuously.
In research, we will clarify our priority research domains in order to promote the commercialization andpractical application of research results. At the same time, we will establish research themes closely alignedwith business strategies to increase efficiency and speed. Furthermore, we will examine enhanced efficiency
through practical use of automation technology to address issues caused by labor shortage, etc.
Regarding raw material and energy markets, for which significant fluctuations are expected to continue, theGroup will work to reduce procurement and production costs and build an operational foundation that properlyreflects changing costs.

4.

Measures Addressing Systemic Changes in Wheat Policy, and Others
As the result of the taking effect of the Comprehensive and Progressive Agreement for Trans-PacificPartnership (TPP-11 Agreement), the Japan-EU EPA, and the Trade Agreement between Japan and the U.S.,
markups (gains collected by the government upon import) of wheat from the U.S., Canada, and Australia have
gradually been falling. Meanwhile, in addition to the taking effect of the Japan-UK Comprehensive Economic
Partnership Agreement and the Regional Comprehensive Economic Partnership (RCEP) Agreement,international trade agreements are expanding, with the UK, China, and other countries applying to join the TPP11 Agreement, and the Group expects degraded border import control mechanisms for wheat-related products,
and competition with imported products from related countries to intensify. As the trend for negotiating free
trade agreements further accelerates, the Group will take appropriate steps to stay abreast of changes as they
emerge, while continuing to develop a robust corporate structure domestically and abroad that will enable it to
win out against global competition.

5.

Corporate Social Responsibility (CSR)
The Group has fulfilled its corporate social responsibilities (CSR) as a corporate citizen, by putting its“Nisshin Seifun Group Corporate Code of Conduct and Employee Action Guidelines” and “Nisshin Seifun
Group CSR Principles” into practice to contribute to the realization of a sustainable society and retains its status
as a corporate entity that plays an essential role in society. In addition, a Social Committee has been establishedunder the Board of Directors to implement the Group’s CSR initiatives.
In order to strengthen governance, the Group has built and is maintaining a sound and effective corporate
governance system, as a company with an audit & supervisory committee. With respect to compliance, theGroup complies with relevant laws and regulations, social norms, and corporate internal rules and regulations,and strives to develop its businesses while being engaged in fair and open competition. For internal control, theGroup is doing more than what is required by the Financial Instruments and Exchange Act through extensive
maintenance of its internal control systems group-wide. These systems are monitored by a dedicated department
to maintain their integrity and work toward further improvements.
In 2019, the Group has also identified “CSR priorities (materiality)” such as providing safe and healthy food,promoting the procurement of sustainable raw materials, addressing climate change and water resource issues,
efficiently handling food waste and packaging waste, and ensuring fulfilling working environments. The Grouphas positioned them as one of its top management priorities, which is being addressed on a Group-wide basis.
In addition, in order to address the increasingly important issue of human rights, the Group is promoting humanrights due diligence in its major businesses, including the supply chain, as part of the implementation of the“Nisshin Seifun Group Human Rights Policy,” which was established based on the United Nations Guiding
Principles on Business and Human Rights.
23

[Providing safe and healthy food and promoting the procurement of sustainable raw materials]
In order to ensure the delivery of safe and reliable products to customers, we have established a quality
assurance system that places the highest priority on quality assurance from the consumer’s perspective, and weare working to continuously improve and strengthen our product safety system, by obtaining and maintaining
international management system certification. The CR (Consumer Relations) Office actively collects relevant
consumer administrative information, as well as consumer opinions and needs to enhance our response.
Furthermore, to secure the stable supply of wheat flour and other foods, we have been taking the initiative inenhancing our disaster and pandemic preparations through our BCP, and activated our BCP at an early stage,
to thoroughly implement infection control measures and maintain our business activities in response to COVID19.
[Addressing climate change and water resource issues, and efficiently handling food waste and packaging
waste]In August of last year, we reviewed our existing environmental targets and set new medium/long-term targets,endorsed the recommendations of the TCFD (Task Force on Climate-related Financial Disclosures), andannounced our participation in the TCFD Consortium. In addition, as part of our efforts to addressenvironmental issues, we are working to reduce our environmental impact mainly through the introduction ofenergy-saving equipment at our plants, improvement of production efficiency, introduction of renewableenergy, and joint deliveries with other companies. Furthermore, in product development, we also engage inenvironmentally friendly product design, reducing the amount of energy envisioned for use up to and including
the cooking stage, reducing fossil fuel-derived plastic usage, utilizing biomass materials, and improving
recycling performance, etc.
Medium/Long-term Targets for Environmental Issues
1) Reduction of CO2 emissions
 Reduction of CO2 emissions from facilities owned by the Group to zero
Targets for 2050
 Reduction of CO2 emissions across our supply chains
Targets for fiscal year Reduction of CO2 emissions from facilities owned by the Group by 50%
ending March 31, 2031
compared with the level of the fiscal year ended March 31, 2014
2) Reduction of food waste
Targets for fiscal year
ending March 31, 2031

 Reduction of food waste, from the procurement of raw materials to the deliveryof products to customers, by 50% or more compared with the level of the fiscal
year ended March 31, 2017
 We will work with our partners to reduce food waste at all supply chain stages.

3) Reduction of packaging waste Reduction of the amount of fossil fuel-derived plastics used by at least 25%compared with the level of the fiscal year ended March 31, 2020
 Promotion of plastic recycling, such as through the use of environmentallyTargets for fiscal year
friendly designs
ending March 31, 2031
 Increased use of sustainable packaging materials for containers and packaging,such as biomass plastics, recycled plastics, recycled paper, and FSC-certified
paper4) Reduction of water consumption
Target for fiscal year  Reduction of the amount of water used in plants per unit of production by 30%
ending March 31, 2041
compared with the level of the fiscal year ended March 31, 2022
[Ensuring fulfilling working environment]
With the aim of developing our human resources so that each and every employee can demonstrate his or her
abilities and realize growth, we conduct various training programs, including the Business Manager Training
Program for the development of next-generation management personnel, the Career Development Program forthe development of highly specialized technical personnel, and Training Based on Employee Positions toenhance the skills, mindsets, and abilities required by employees at each level of the workforce. Furthermore,
we are promoting health and productivity management with the President at the top, by strengthening measures
to prevent occupational accidents among our employees, and also by focusing on mental health care and healthpromotion, in order to realize healthy and active work. In the fiscal year ended March 31, 2022, we were24

certified for the second consecutive year as a Certified Health & Productivity Management Outstanding
Organization (White 500), under the certification system established by the Ministry of Economy, Trade andIndustry. We are also making efforts to realize a variety of work styles, such as revising systems to allow
flexible work styles.
In terms of activities that contribute to society, we continue working to support reconstruction of theearthquake-affected areas, and contribute to the community through the Nisshin Milling Museum, which serves
as a regional tourism resource and an educational asset.
The Group remains committed to fulfilling its corporate social responsibilities.
The Group will steadily tackle the above challenges and ensure the further development of the Group. Our
shareholders’ continued support is greatly appreciated.

25

(3) Consolidated Business Results and Summary of Assets of the Group(Millions of yen unless otherwise noted)
178th
Fiscal term
175th
176th
177th
FY2022
Fiscal Years ended March 31
FY2019FY2020
FY2021(Current)
Net sales
565,343
712,180
679,495
679,736
Ordinary profit
32,062
31,43429,88632,626
Profit attributable to owners
22,26822,407
19,011
17,509of parent
Earnings per share (¥)
74.98
75.40
63.95
58.88
Total assets
594,754666,215
687,415723,073
Net assets
418,848
409,042444,774
460,643
Note: The “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) andrelevant implementation guidance have been applied from the beginning of the 178th fiscal term.
(4) Capital Expenditures of the GroupThe capital expenditures for the fiscal year ended March 31, 2022 increased ¥1,323 million from the previous
fiscal year to ¥18,683 million, based on actual expenditures.
The principal capital expenditures were made in the expansion of production capacity, such as construction of ayeast production plant for Oriental Yeast India Pvt. Ltd.
(5) Financing of the GroupThe Group did not raise major additional funds in terms of capital increases or bond issues during the fiscal year
ended March 31, 2022.

26

(6) Major Subsidiaries and Acquisition[1] Major Subsidiaries and Affiliates(Subsidiaries)
Nisshin Flour Milling Inc.
Miller Milling Company, LLC
Allied Pinnacle Pty Ltd.

CapitalStock¥ million
14,91786
9,689

Share of
Voting Rights
%
100.0
100.0
100.0

Champion Flour Milling Ltd.
Nisshin Seifun Welna Inc.

3,491
5,006

100.0
100.0

Nisshin Seifun Premix Inc.

400

100.0

MaMa-Macaroni Co., Ltd.

350

68.8

Oriental Yeast Co., Ltd.

2,617

100.0

Nisshin Pharma Inc.

2,689

100.0

Tokatsu Foods Co., Ltd.

100

100.0

Joyous Foods Co., Ltd.

50

85.1

Initio Foods Inc.

487

100.0

Nisshin Engineering Inc.

107

100.0

1,992

100.0

Company Name

NBC Meshtec Inc.

Main Businesses
Production and sales of wheat flour
Production and sales of wheat flour
Production and sales of wheat flour,
prepared mix products, bakery-related
ingredients, and other products
Production and sales of wheat flour
Sales of pasta, wheat flour forhousehold use, frozen foods, and otherproducts; production and sales ofprepared mix products
Production and sales of prepared mix
products
Production and sales of pasta andfrozen foods
Production and sales of foodingredients for bread, etc., biochemical
products and other products; drug
discovery research support business
Production and sales of healthcare
foods, raw materials forpharmaceuticals, and other products
Production and sales of cooked foods
such as bento lunch boxes and otherprepared foods
Production and sales of prepared
noodle, and other products
Production and sales of prepared foods
and frozen foods; direct operation ofconcessions in department stores
Design, contracted construction andsupervision of food production
facilities, etc.; sales of machinery for
powder grinding
Production and sales of mesh cloths andforming filters(Affiliates)
Marubeni Nisshin Feed Co., Ltd.
5,500
40.0 Production and sales of compound feed
Notes:1. Nisshin Foods Inc. changed its company name to Nisshin Seifun Welna Inc. on January 1, 2022.
2. The voting rights in Miller Milling Company, LLC, Allied Pinnacle Pty Ltd., and Nisshin Seifun Premix
Inc. are held by subsidiaries of the Company. In addition, the voting rights in Champion Flour MillingLtd., MaMa-Macaroni Co., Ltd., Joyous Foods Co., Ltd., and Initio Foods Inc., are held by the Company
and its subsidiaries.
[2] Status of Significant Acquisition
There are no applicable matters to be reported.

27

(7) Principal Businesses of the Group (As of March 31, 2022)
The following is a description of the businesses and their principal products, etc., of the Group. The Company,as the holding company, controls and manages the Group companies operating these businesses.
Business Segment
Principal Products, etc.
Flour Milling Segment
wheat flour, bran, and wheat flour-related products
Processed Food Segment
prepared mix products, wheat flour for household use, pasta, pasta sauce, frozen
foods, food ingredients for bread, etc., biochemical products, drug discovery
research support business, and healthcare foods
Prepared Dishes and Other
cooked foods such as bento lunch boxes, other prepared foods, and prepared
Prepared Foods Segment
noodles
Others Segment
design, supervision and contracted construction of facilities; mesh cloths(8) Principal Offices of the Group (As of March 31, 2022)[1] The Company
The Company Head Office (Chiyoda-ku, Tokyo)
Institutes and Laboratories (Fujimino)
Research Center for Production and Technology
Research Center for Basic Science Research and Development
QE Center[2] Flour Milling Segment
Nisshin Flour Milling Inc. Head Office (Chiyoda-ku, Tokyo)
Cereal Science Research Center of Tsukuba (Tsukuba)
Sapporo Sales Department (Sapporo), Sendai Sales Department (Sendai)
Kanto Sales Department (Chuo-ku, Tokyo), Tokyo Sales Department (Chuo-ku, Tokyo)
Nagoya Sales Department (Nagoya), Osaka Sales Department (Osaka)
Chushikoku Sales Department (Okayama), Fukuoka Sales Department (Fukuoka)
Hakodate Plant (Hakodate), Chiba Plant (Chiba), Tsurumi Plant (Kawasaki)
Nagoya Plant (Nagoya), Chita Plant (Chita), Higashinada Plant (Kobe)
Okayama Plant (Okayama), Sakaide Plant (Sakaide), Fukuoka Plant (Fukuoka)
Miller Milling Company, LLC Head Office (Minnesota, U.S.A.)
Winchester Plant (Virginia, U.S.A.), Fresno Plant (California, U.S.A.)
Los Angeles Plant (California, U.S.A.), Oakland Plant (California, U.S.A.)
Saginaw Plant (Texas, U.S.A.)
Allied Pinnacle Pty Ltd. Head Office (New South Wales, Australia)
Kingsgrove Plant (New South Wales, Australia), Picton Plant (New South Wales, Australia)
Tennyson Plant (Queensland, Australia), Altona Plant (Victoria, Australia),
Kensington Plant (Victoria, Australia), Tullamarine Plant (Victoria, Australia),
North Fremantle Plant (Western Australia, Australia)
Champion Flour Milling Ltd. Head Office (New Zealand)
Mt. Maunganui Plant (New Zealand), Christchurch Plant (New Zealand)[3] Processed Food Segment
Nisshin Seifun Welna Inc. Head Office (Chiyoda-ku, Tokyo)
Hokkaido Sales Department (Sapporo), Tohoku Sales Department (Sendai)
Metropolitan Sales Department (Chuo-ku, Tokyo)
Wide Area Sales Department (Chuo-ku, Tokyo)
Chubu Sales Department (Nagoya), Kansai Sales Department (Osaka)
Chushikoku Sales Department (Hiroshima), Kyushu Sales Department (Fukuoka)
Tatebayashi Plant (Tatebayashi)
Nisshin Seifun Premix Inc. Head Office (Chuo-ku, Tokyo)
Nagoya Plant (Nagoya)
MaMa-Macaroni Co., Ltd. Head Office (Utsunomiya)
Utsunomiya Plant (Utsunomiya), Kobe Plant (Kobe)
Oriental Yeast Co., Ltd. Head Office (Itabashi-ku, Tokyo)
Tokyo Plant (Itabashi-ku, Tokyo), Osaka Plant (Suita), Biwa Plant (Nagahama)Nisshin Pharma Inc. Head Office (Chiyoda-ku, Tokyo)
Health Care Research Center (Fujimino), Ueda Plant (Ueda)

28

[4] Prepared Dishes and Other Prepared Foods Segment
Tokatsu Foods Co., Ltd. Head Office (Yokohama)
Ashikaga Plant (Ashikaga), Kawaguchi Plant (Kawaguchi)
Sayama Plant (Sayama), Chiba Kashiwa Plant (Kashiwa)
Yachiyo Plant (Yachiyo), Yokohama Tsurumi Plant (Yokohama)Tsuzuki Plant (Yokohama), Yamakita Plant (Ashigarakami-gun, Kanagawa)Joyous Foods Co., Ltd. Head Office (Saitama)
Kodama Plant (Kodama-gun, Saitama), Kyoto Plant (Kuse-gun, Kyoto)
Initio Foods Inc. Head Office (Chiyoda-ku, Tokyo)
Kumagaya Plant (Kumagaya), Shiraoka Plant (Shiraoka)
Nagoya Plant (Ichinomiya), Higashi-Osaka Plant (Higashi-Osaka)
Kyushu Plant (Miyaki-gun, Saga)[5] Others Segment
Nisshin Engineering Inc. Head Office (Chuo-ku, Tokyo)
NBC Meshtec Inc. Head Office (Hino)
Yamanashi Tsuru Plant (Tsuru), Shizuoka Kikugawa Plant (Kikugawa)(9) Employees of the Group (As of March 31, 2022)
Business Segment
Number of Employees
Flour Milling Segment
2,545
Processed Food Segment
3,563
Prepared Dishes and Other Prepared
1,538
Foods Segment
Others Segment
850
Corporate (Across the Group divisions)
422
Total
8,918

Year-on-Year Change
(38)
45
(32)

(22)
14
(33)

(10) Major Creditors and Loans Payable of the Group (As of March 31, 2022)
Creditor
Nippon Life Insurance Company

Outstanding balance of loans payable¥10,000 million29

2. Outline of the Company(1) Shares (As of March 31, 2022)[1] Total number of shares authorized to be issued

932,856,000 shares[2] Total number of shares issued and outstanding

304,357,891 shares(Including 6,837,064 shares of treasury shares)[3] Number of shareholders

31,977(Increased 3,656 from the previous term-end)[4] Major shareholders (Top 10)
Number of
Shareholding
Shares Held
Ratio
(thousands)%
The Master Trust Bank of Japan, Ltd. (Trust Account)
49,734
16.7
Nippon Life Insurance Company
19,387
6.5
Yamazaki Baking Co., Ltd.
16,988
5.7
Custody Bank of Japan, Ltd. (Trust Account)
15,185
5.1
Mizuho Bank, Ltd.
10,447
3.5
The Norinchukin Bank
6,932
2.3
Marubeni Corporation
6,284
2.1
Sumitomo Mitsui Banking Corporation
4,468
1.5
Nisshin Seifun Group Employee Shareholding Association
3,877
1.3
National Mutual Insurance Federation of Agricultural Cooperatives
3,530
1.1
Note: The Company is excluded from the major shareholders listed above although it holds 6,837,064 treasury
shares. Treasury shares are not included in shareholding ratio calculation.
Name[5] Status of shares granted as remuneration for performance of duty to Directors of the Company during the
fiscal year ended March 31, 2022
Number of persons to be
Segment
Number of shares
grantedDirectors(excluding Directors who are members of the
13,600 shares of common stock
7
Audit & Supervisory Committee and Outside
Directors)
Outside Directors(excluding Directors who are members of the
1,200 shares of common stock3
Audit & Supervisory Committee)
There were no shares granted to Directors (Audit & Supervisory Committee Members) as remuneration for
performance of their duties.
(2) Subscription Rights to Shares
The status of subscription rights to shares is provided on the Company’s website(https://www.nisshin.com/english/shareholders/meeting.html).

30

(3) Members of the Boards[1] Directors (As of March 31, 2022)
Title

Name

Representative Director
and President

Nobuki Kemmoku

Representative Director
and Senior Managing
Executive Officer

Akira Mori

Director and Managing
Executive Officer

Koichi Iwasaki

Director and Managing
Executive Officer

Satoshi Odaka*Director and Managing
Naoto Masujima
Executive Officer
Director and Managing
Executive Officer
Director and Managing
Executive Officer

Takao Yamada
Yuji Koike

Director

Akio Mimura

Director

Kazuhiko Fushiya

Director

Motoo Nagai

Director(Full-time Audit &Supervisory Committee
Member)Director(Audit & Supervisory
Committee Member)
Director(Audit & Supervisory
Committee Member)

Position

Significant Positions
Concurrently Held
Director and Chairman, Nisshin Flour
Milling Inc.

In charge of Corporate
Planning Division and
Finance and Accounting
Division
Division Executive,
Director and Chairman (Representative
Business Development
Director), Tokatsu Foods Co., Ltd.
Division
Division Executive,
Technology andEngineering Division
Division Executive,
General Administration
Division
Director and President (Representative
Director), Nisshin Flour Milling Inc.
Director and President (Representative
Director), Nisshin Seifun Welna Inc.
Senior Advisor, Honorary Chairman,
Nippon Steel Corporation
Chairman, The Japan Chamber ofCommerce and Industry
Chairman, The Tokyo Chamber ofCommerce and Industry
Outside Director, Development Bank ofJapan Inc.
Outside Director, Tokio Marine
Holdings, Inc.
Outside Director, Japan Post Holdings
Co., Ltd.
Outside Director, INCJ, Ltd.
Chairman, The Institute of Internal
Auditors – Japan
Outside Director, Nissan Motor Co., Ltd.
Outside Director, Organo Corporation

Shoh Ohuchi

Tetsuo Kawawa

Attorney; Proprietor, Kawawa Law
Offices

Satoshi Ito

Certified Public Accountant;
Proprietor, Ito Certified Public
Accountant Offices31Significant Positions
Concurrently Held
Attorney; Senior Partner, Nishi &Partners Attorneys and Counselors at
Law
Outside Director (Audit & Supervisory
Director
Committee Member), FANUC(Audit & Supervisory
Mieko Tomita
CORPORATION
Committee Member)
Outside Director, TEKKENCORPORATION
Outside Auditor, TEPCO Power Grid,
Incorporated
Notes: 1. Three Directors (Akio Mimura, Kazuhiko Fushiya, and Motoo Nagai) and three Directors (Audit &Supervisory Committee Members) (Tetsuo Kawawa, Satoshi Ito, and Mieko Tomita) are Outside
Directors.
2. The Company selects all of the Outside Directors as Independent Directors in accordance with its“Independence Standards for Outside Directors” (posted on the Company’s website(https://www.nisshin.com/uploads/governance_is.pdf)) formulated pursuant to criteria concerning
independence as defined by the Tokyo Stock Exchange, providing the necessary notification thereto.
3. Director (Full-time Audit & Supervisory Committee Member) Shoh Ohuchi has work experience infinance and accounting at the Company and substantial knowledge of finance and accounting.
4. Director (Audit & Supervisory Committee Member) Satoshi Ito, who has the qualification as a Certified
Public Accountant, has substantial knowledge of finance and accounting.
5. The Company has elected a full-time Audit & Supervisory Committee Member to enhance theeffectiveness of audits.
6. Changes in Directors of the Company and the positions thereof, during the fiscal year ended March 31,
2022, are stated as follows.
1) Mr. Michinori Takizawa retired from his position as Director, as of June 25, 2021, due to expirationof his term of office. A Director with an asterisk was newly elected at the 177th Ordinary General
Meeting of Shareholders held on the same day and assumed office.
2) Mr. Akira Mori assumed office of Representative Director, as of June 25, 2021.
7. The following is a list of changes in significant positions concurrently held in the fiscal year ended
March 31, 2022.
Director
Mieko Tomita Retired as an Outside Audit & Supervisory Board Member,(Audit &FANUC CORPORATIONSupervisory
Took office as an Outside Director (Audit & Supervisory
Committee Member)Committee Member), FANUC CORPORATION(June 24, 2021)
Took office as an Outside Director, TEKKEN CORPORATION(June 29, 2021)
Took office as an Outside Auditor, TEPCO Power Grid,
Incorporated(June 29, 2021)
8. The Company has adopted the executive officer system in order to expedite the execution of business
operations. As of March 31, 2022, there were fifteen (15) Executive Officers excluding those serving
concurrently as Directors.
Title

Name

Position[2] Outline of liability limitation agreement
The Company has concluded an agreement with each Director (excluding Executive Directors, etc.) which
limits the amount of liability for damages set forth in Article 423, Paragraph 1 of the Companies Act to thesum of the amount set forth in each item of Article 425, Paragraph 1 thereof, provided that the duties of eachare performed in good faith and without gross negligence on the part thereof.
[3] Outline of directors and officers liability insurance contract
The Company has entered into a directors and officers liability insurance contract with an insurance company,as provided in Article 430-3, Paragraph 1 of the Companies Act, under which damages arising from insureds’
liability borne from the performance of their duties, or from claims in pursuit of that liability, shall becompensated. The insurance premiums are fully borne by the companies. The insurance policy provides forcertain exclusions and deductibles, such as not covering damages caused by acts committed while aware ofviolations of laws and regulations, and requires the insured to pay a certain amount of the deductible. The
32

insureds under such insurance policies are Directors, Audit & Supervisory Board Members, Executive
Officers, and important employees, etc. of the Company and its domestic subsidiaries.
[4] Remuneration of Directors
1. Overview of the policy for the method of determining remuneration for individual Directors (excluding
Directors who are members of the Audit & Supervisory Committee)
At the Board of Directors meeting, the Company established a policy for the method of determining
remuneration for individual Directors (excluding Directors who are members of the Audit & Supervisory
Committee; hereinafter in 1., the same shall apply), after discussions by the Advisory Committee(reorganized as the Nomination and Remuneration Advisory Committee in December 2021), a bodycomprised of Independent Outside Directors. An overview of the content of the policy for determination
is as follows.
- The remuneration of the Company’s Directors was established with reference to three key factors,
functioning to 1) retain talented human resources, 2) offer remuneration at levels appropriate to theCompany’s size and business domains, and 3) to provide a healthy incentive to improve the Company’s
medium- to long term corporate value. A certain proportion of remuneration consists of variable
remuneration reflecting business performance, thus taking into consideration both level of contribution
to the Group and level of contribution to medium- to long-term basic Group strategies.
- In order to ensure that remuneration for the Company’s Inside Directors functions as a healthy incentive
for sustainable growth, it is the Company’s policy that such remuneration should comprise a combinationof the following components: 1) fixed remuneration paid monthly based on role or position (basic
remuneration); 2) variable remuneration reflecting contribution to past business performance (bonus),
which is, in principal, paid annually with a fixed timing; and, 3) stock-based remuneration reflecting
future business performance, with the objective of promoting management that focuses on shareholder
value, which is paid annually with a fixed timing.
- Remuneration for Outside Directors consists primarily of basic remuneration.
- To ensure objectivity and propriety in the amount of remuneration, the remuneration standards for eachmanagement class are determined by taking into account factors such as the responsibilities that are
specific to the management class and the significance of its impact on Group management, afterreferencing the results of surveys by external institutions.
In addition to the above, please also refer to Notes 2, 3, and 4 of “3. Amounts of remuneration for
Directors.”
2. Resolution at the General Meeting of Shareholders regarding remuneration for Directors
By a resolution at the 175th Ordinary General Meeting of Shareholders held on June 26, 2019, theCompany set the maximum annual amount of remuneration for Directors (excluding Directors who aremembers of the Audit & Supervisory Committee), consisting of basic remuneration and bonus of ¥400
million (of this, maximum annual amount of ¥60 million for Outside Directors), and maximum annual
amount of remuneration for Directors who are members of the Audit & Supervisory Committee of ¥90
million. In addition, at the 175th Ordinary General Meeting of Shareholders, the Company, by resolution
also established a remuneration framework for the stock-based remuneration plan. Based on the plan, thetotal number of the Company’s shares granted to Directors (excluding Directors who are members of the
Audit & Supervisory Committee) of the Company as the stock-based portion of remuneration is capped
at 350,000 shares for a fixed consecutive three-fiscal-year period. Additionally, the total amount of theCompany’s contribution to the trust for these shares, etc., is capped at ¥300 million for the fixed
consecutive three-fiscal-year period. Further, for Company shares delivered annually to the Company’s
Directors (excluding Directors who are members of the Audit & Supervisory Committee), a transfer
restriction period (i.e., period prohibiting the transfer, establishment of security interests, and otherdispositions) has been established for three years from the date of delivery, and if an illegal act or othermisconduct occurs during the transfer restriction period, such Director may be required to make monetarycompensation equivalent to the confiscated vested shares that are subject to the transfer restriction. As of
the conclusion of the 175th Ordinary General Meeting of Shareholders, there were ten (10) Directors(excluding Directors who are members of the Audit & Supervisory Committee, but including three Outside
Directors) and four (4) Directors who are members of the Audit & Supervisory Committee at theCompany.

33

3. Amounts of remuneration for Directors
Total amounts of remuneration for Directors for the fiscal year under review
Total amounts by segment of remuneration(millions of yen)
Total amounts
of
NonPerformanceSegment
remuneration
monetary
Basic
based
(millions of
remuneration
remuneration remunerationyen)(Stock-based(Bonuses)remuneration)

Number of
eligible
executives

Directors(excluding Directors
who are members of
273
190
46
35
11
the Audit &Supervisory
Committee)
Directors (Audit &Supervisory43
43
4
Committee
Members)(Outside Directors
included in the
(60)
(57)
(-)
(3)
(6)
above)
Notes: 1. The above number of Directors (excluding Directors who are members of the Audit & Supervisory
Committee) includes one Director who retired from office during the fiscal year ended March 31,
2022.
2. For performance-based remuneration (bonus), consolidated ordinary profit, which reflects theresult of the Group’s overall business performance is used as a key indicator. For the amount paid,
the net increase or decrease from the previous year is determined by the year-on-year percent
change in consolidated ordinary profit. For consolidated ordinary profit, including that of the
fiscal year ended March 31, 2022, refer to “(3) Consolidated Business Results and Summary ofAssets” in “1. Overview of the Corporate Group.”
3. For non-monetary remuneration (stock-based remuneration), the number of Company sharescalculated based on a set formula according to position, as well as cash (corresponding to tax
payment) are delivered and paid to Directors (excluding Directors who are members of the Audit& Supervisory Committee). A fixed transfer restriction period is established for the delivered
shares. In addition, the total amount of expenses for the fiscal year ended March 31, 2022 is stated.
4. The amount of remuneration for individual Directors (excluding Directors who are members of
the Audit & Supervisory Committee; hereinafter in Note 4, the same shall apply) is determinedby the Director and President (Nobuki Kemmoku), who is delegated by the Board of Directors,
as it is considered to be appropriate for the person who oversees the execution of duties acrossthe Group to evaluate individual Directors, based on factors such as the responsibilities specificto the management class, and the significance of their impact on Group management. However,such decisions are based on the policy for the method of determining remuneration for individual
Directors as stipulated in 1. above, and are also based on a set formula according to position, etc.
for basic remuneration and non-monetary remuneration (stock-based remuneration), and on the
year-on-year percent change in consolidated ordinary profit, etc. for performance-based
remuneration (bonuses) as described above (Note 2), in order to ensure the appropriateness andobjectivity of the remuneration decision-making process. The Board of Directors of the Company
has confirmed that the contents of the remuneration of individual Directors for the fiscal year
ended March 31, 2022 are consistent with the decision-making process approved by the Board of
Directors, and judged that they are in line with such policy.
[5] Outside Directors
1. Significant positions concurrently held in other companies, etc. and relationship between the Company
and said companies, etc.
Significant positions concurrently held in other companies, etc., are mentioned above [1] and there isno significant business relationship or special relationship between the Company and the aboveidentified companies of concurrently held positions.
34

2. Principal activities in the fiscal year ended March 31, 2022
1) Director Akio Mimura
Mr. Mimura attended all meetings of the Board of Directors held in the fiscal year ended March 31,
2022. By making remarks, asking questions, and contributing opinions regarding the purposes andcontents of matters resolved and reported as appropriate at the meetings of the Board of Directors, he
has appropriately fulfilled the role expected of him, by providing appropriate advice and supervision
over the Company’s business execution, based on his wealth of experience and broad-based insight asa corporate executive.
2) Director Kazuhiko Fushiya
Mr. Fushiya attended all meetings of the Board of Directors held in the fiscal year ended March 31,
2022. By making remarks, asking questions, and contributing opinions regarding the purposes andcontents of matters resolved and reported as appropriate at the meetings of the Board of Directors, he
has appropriately fulfilled the role expected of him, by providing appropriate advice and supervision
over the Company’s business execution, based on a wealth of experience and high-level expertise
gained through his career in the Ministry of Finance and other governmental organizations where heheld important positions.
3) Director Motoo Nagai
Mr. Nagai attended all meetings of the Board of Directors held in the fiscal year ended March 31, 2022.
By making remarks, asking questions, and contributing opinions regarding the purposes and contents
of matters resolved and reported as appropriate at the meetings of the Board of Directors, he has
appropriately fulfilled the role expected of him, by providing appropriate advice and supervision over
the Company’s business execution, based on his wealth of experience and broad-based insight gained
through management of financial institutions.
4) Director (Audit & Supervisory Committee Member) Tetsuo Kawawa
Mr. Kawawa attended all meetings of the Board of Directors and the Audit & Supervisory Committee
held in the fiscal year ended March 31, 2022. By making remarks, asking questions, and contributing
opinions regarding the purposes and contents of matters resolved and reported as appropriate at themeetings of the Board of Directors and the Audit & Supervisory Committee, he has appropriately
fulfilled the role expected of him, by appropriately auditing and supervising the Company as an Outside
Director who is a member of the Audit & Supervisory Committee, mainly from the viewpoint of legal
compliance, based on his high level of expertise as an attorney and his advanced knowledge of theCompanies Act and governance.
5) Director (Audit & Supervisory Committee Member) Satoshi Ito
Mr. Ito attended 12 out of 13 meetings of the Board of Directors and 11 out of 12 meetings of the Audit& Supervisory Committee held in the fiscal year ended March 31, 2022. By making remarks, asking
questions, and contributing opinions regarding the purposes and contents of matters resolved andreported as appropriate at the meetings of the Board of Directors and the Audit & Supervisory
Committee, he has appropriately fulfilled the role expected of him, by appropriately auditing andsupervising the Company as an Outside Director who is a member of the Audit & Supervisory
Committee, based on his extensive auditing experience as a certified public accountant, and his highlevel expertise in finance and accounting.
6) Director (Audit & Supervisory Committee Member) Mieko Tomita
Ms. Tomita attended 12 out of 13 meetings of the Board of Directors and 11 out of 12 meetings of the
Audit & Supervisory Committee held in the fiscal year ended March 31, 2022. By making remarks,
asking questions, and contributing opinions regarding the purposes and contents of matters resolved
and reported as appropriate at the meetings of the Board of Directors and the Audit & Supervisory
Committee, she has appropriately fulfilled the role expected of her, by appropriately auditing andsupervising the Company as an Outside Director who is a member of the Audit & Supervisory
Committee, mainly from the viewpoint of legal compliance, based on her high level of expertise as an
attorney and her wealth of experience in corporate legal affairs.

35(4) Independent Auditor[1] Name of the Independent Auditor: Deloitte Touche Tohmatsu LLC[2] Compensation to the Independent Auditor for the fiscal year ended March 31, 2022
1. Compensation paid to the Independent Auditor¥67 million
2. Total of cash and other financial profits payable by the Company and its subsidiaries¥204 million
Notes: 1. The audit contract between the Company and the Independent Auditor does not and practicallycannot separate the amount of compensation for the audit under the Companies Act from the amountof compensation for the audit under the Financial Instruments and Exchange Act. Therefore, thecompensation described in the above 1 is the sum of both amounts.
2. Some subsidiaries of the Company have their financial statements and related documents audited byauditors other than Deloitte Touche Tohmatsu LLC.
[3] Reasons for the Audit & Supervisory Committee’s approval on compensation to the Independent Auditor
The Audit & Supervisory Committee has given its approval as prescribed under Article 399, Paragraph 1
and 3 of the Companies Act, as the compensation to the Independent Auditor was considered reasonable
based on the verification and review of the relevant matters including details of the audit plan in the fiscal
year under review, the status of execution of duties by the Independent Auditor and the basis of calculating
the estimated compensation.
[4] Policy for decisions on dismissal or non-reappointment of Independent Auditor
The Audit & Supervisory Committee will dismiss the Independent Auditor in the event that any of thereasons stipulated in each item of Article 340, Paragraph 1 of the Companies Act are deemed applicable tothe Independent Auditor and such action is considered necessary, subject to the unanimous consent of the
Audit & Supervisory Committee Members.
In addition, the Audit & Supervisory Committee will decide the details of a proposal for the dismissal or
non-reappointment of the Independent Auditor to be submitted to the General Meeting of Shareholders, as
stipulated in Article 399-2, Paragragh 3, Item 2 of the Companies Act, in the event that any of the reasons
stipulated in Article 340 of the Companies Act, or any concomitant reasons, are deemed applicable to the
Independent Auditor and such action is considered necessary. Furthermore, the Audit & Supervisory
Committee may also decide the details of a proposal for the non-reappointment of the Independent Auditor
to be submitted to the General Meeting of Shareholders, as stipulated in Article 399-2, Paragragh 3, Item 2of the Companies Act, in the event that the non-reappointment of the Independent Auditor is consideredappropriate in overall consideration of various factors including the audit quality provided and the status ofexecution of duties by the Independent Auditor.

36

3. Systems and Policies of the Company(1) Systems to Ensure Appropriate Business Execution and the Status of Operation of Systems Concerned
Systems to ensure appropriate business execution and the status of operation of systems concerned are provided
on the Company’s website (https://www.nisshin.com/english/shareholders/meeting.html).
(2) Basic Policies Regarding Control of the Corporation[1] Basic policies
As a corporate group involved in food, we guarantee a high level of safety and quality in our products, andconsistently ensure the stable supply of food, including wheat flour and other staple foods for the people.
The Company believes that these are the responsibilities of the Group as a whole, a source and a foundationof corporate value, and also a contribution to the Group’s sustainable growth, creating medium- to long-term
corporate value. In particular, wheat flour is used in various foods including breads, noodles, andconfectioneries. With a market share of approximately 40%, the Group is the leading company in thedomestic wheat flour market, supplying wheat flour to food companies, etc., as well as to general consumers.
By fulfilling our responsibility to provide a stable supply of safe, high quality wheat flour, we support foodculture and maintain social functions in Japan, and this leads to the Group’s sustainable growth and enhances
medium- to long-term corporate value. Therefore, from the perspective of our social responsibility, in order
to secure and improve the Company’s corporate value and the common interests of the shareholders, it isessential that we operate from a stable business base in accordance with planned and continuous management
policies from medium- to long-term perspectives and we continue to guarantee a high level of safety andquality in our products, providing a stable supply of products. These are the circumstances specific to us.
Any party which, failing to understand these matters, buys up shares of the Company and acts in a way that
goes against a sustainable and systematic medium- to long-term management policy, may damage theCompany’s corporate value and the common interests of the shareholders. Depending on the conditions,
there are other types of share acquisitions that also could damage the Company’s corporate value and thecommon interests of the shareholders.
In order to properly manage the above issues, we believe that it is necessary to ensure advance andsufficient disclosure of information concerning the content of any management policies and business plans
planned by an acquirer of the Company’s shares, the impact of the proposed acquisition on the Company’s
shareholders and the management of the Group, the impact on the numerous parties affected by the Group,and the acquirer’s philosophy regarding social responsibility, including securing stable supplies of wheat
flour and other staple foods for the people, and food safety, as well as to ensure a reasonable period ofinvestigation and bargaining power.
[2] Measures that contribute to the effective utilization of the Company’s assets, structuring of the appropriate
form of the business group and others for the realization of the basic policies regarding control of thecorporation
As a pure holding company for the Group, the Company plans management strategies for the Group,
allocates its managerial resources efficiently, and audits and oversees the Group’s business operations. Ouroperating companies optimize themselves according to the markets in which they operate, and by doing so,they secure high levels of safety and quality, as well as a stable supply for their products, thus mutually
improving their corporate value, and, in turn, the corporate value of the entire Group.
Under this structure, the Group aims to secure and enhance its high levels of production technologies, andcapacities for development and analysis that underpin the safety and quality of its products. The Group also
makes ongoing well-planned capital investments, from a long-term perspective; provides employee
education to enhance employees’ professional abilities; introduces audit and instructional systems as toquality assurance and production facilities on a continuous basis; builds and enhances systems for internal
control and legal compliance; and endeavors to maintain trustful relations with stakeholders, including
business partners/customers and local communities.
[3] Measures to prevent a decision regarding the Company’s financial and business policies from being
controlled by a party who is deemed to be inappropriate, according to the basic policies
With the aim of securing and improving the corporate value of the Company and the common interests ofthe shareholders, the Company has introduced measures using a gratis allotment of subscription rights toshares (hereinafter, “the Plan”), in line with Article 45 of its Articles of Incorporation and the “Renewal of
the Resolution to Approve Gratis Allotment of Subscription Rights to Shares for Securing and Improving
Corporate Value of the Company and the Common Interests of the Shareholders,” as approved at the 177th
Ordinary General Meeting of Shareholders held on June 25, 2021. The outline of the Plan is as follows.
1) The Board of Directors shall request that parties intending to implement a Specified Acquisition make anadvance written submission of an Acquisition Proposal, and seek a resolution of the Board of Directors
37not to implement countermeasures, including the gratis allotment of the Subscription Rights to Sharesdefined in Paragraph 6) below (hereinafter, “the Confirmation Resolution”) against that proposal. Parties
intending to implement the Specified Acquisition shall make an advance submission of an Acquisition
Proposal, and seek a Confirmation Resolution. In order to implement prompt operation of the Plan, theBoard of Directors may establish a reply period, and request the provision of additional information in
respect to any parties making a proposal regarding a Specified Acquisition, to the Company. Even in thiscase, the reply period shall be set with an upper limit of within 60 business days, starting from the day on
which the provision of information was requested of the Proposed Acquirer by the Board of Directors,
and the Corporate Value Committee shall commence its deliberation and discussion upon the expiry ofsuch reply period.
“Specified Acquisition” means i) an act of purchasing the Company’s share certificates, etc., that would
result in the ratio of holdings reaching or exceeding 20% of the Company’s share certificates, etc.
(including similar acts as specified by the Board of Directors), or ii) an act of commencing a tender offer
on the Company’s share certificates, etc., that would result in the ratio of possessions reaching or
exceeding 20% of the Company’s share certificates, etc. An “Acquisition Proposal” means a written
proposal that contains information reasonably requested by the Company, including the Company’s
management policies and business plans after said acquisition, evidence used to calculate prices, proof of
acquisition funds, any possible impact on the Company’s stakeholders, and information related to Items
4) A) through E) below.
2) Upon receiving the Acquisition Proposal, the Board of Directors shall promptly put it before the Corporate
Value Committee, which consists only of the Independent Outside Directors of the Company.
3) The Corporate Value Committee shall investigate said Acquisition Proposal and discuss whether or not
to pass a resolution recommending that the Board of Directors passes a Confirmation Resolution in regard
to said Acquisition Proposal (hereinafter, “Recommendation Resolution”). The Recommendation
Resolution shall be passed by a majority of all members of the Corporate Value Committee, and the resultsof that said Recommendation Resolution shall be disclosed. The period for such deliberation anddiscussion by the Corporate Value Committee shall be a maximum of 60 business days (or a maximumof 90 business days for Acquisition Proposals other than those that specify only cash in Japanese currency
as consideration and set no upper limit on the number of shares to be purchased) after the Acquisition
Proposal is received by the Board of Directors. Only when reasonable grounds exist, the period for the
deliberation and discussion may be extended by an upper limit of 30 business days. However, in this case,the grounds for the extension and the intended extension period will be disclosed.
4) Deliberations and discussion regarding the Recommendation Resolution by the Corporate Value
Committee shall be made by faithfully forming an accurate judgment as to whether the Acquisition
Proposal secures and improves the Company’s corporate value and the common interests of theshareholders. The Corporate Value Committee must issue a Recommendation Resolution for an
Acquisition Proposal that meets all of the below requirements and secures and improves the Company’s
corporate value and the common interests of the shareholders.
A) The acquisition does not fall under any of the following types of action:(a) Buyout of the Company’s shares to demand that the Company or its related party purchase said
shares at an inflated price;(b) Management that achieves an interest for the Proposed Acquirer (including its group company orother related party, hereinafter the same shall apply) to the detriment of the Company, such as
temporary control of the Company’s management for transfer of the Company’s material assets;(c) Diversion of the Company’s assets to secure or repay debts of the Proposed Acquirer; and(d) Action unjustly causing harm to an important foundation of the creation of the Company’s
medium- to long-term corporate value, such as the action of taking temporary control of theCompany’s management to decrease the assets, funds, etc., that are required for the Company’sbusiness expansion, product development, etc., for years ahead, and the action of causing harm tothe cooperative relations with the Company’s shareholders, business partners, customers,
employees, etc.
B) The scheme, content, etc., of the deal proposed by the Acquisition Proposal comply with the relevantlaws and regulations.
C) The scheme and content of the deal proposed by the Acquisition Proposal do not threaten to havethe effect of compelling shareholders of the Company to sell their shares.
D) The true information necessary for deliberations on the Acquisition Proposal is provided in theappropriate timing, such as upon request of the Company, and sincere responses are made incompliance with the procedures specified by the Plan.
E) The period for the Company to deliberate the Acquisition Proposal is secured (including deliberationand presentation of alternative proposals to the Company’s shareholders). This period is 60 business38

days upon the receipt of the Acquisition Proposal, or 90 business days for Acquisition Proposals
other than those that specify only cash in Japanese currency as consideration and set no upper limiton the number of shares to be purchased, and an upper limit extension of 30 business days applies if
required on reasonable grounds.
5) A Confirmation Resolution of the Company’s Board of Directors shall be made according to the
Recommendation Resolution of the Corporate Value Committee. In case the Corporate Value Committee
issues the Recommendation Resolution, the Board of Directors must make the Confirmation Resolution
promptly, unless there are particular reasons that are obviously against the directors’ duty of care. The
Gratis Allotment of Subscription Rights to Shares cannot be taken against the Acquisition Proposal forwhich the Confirmation Resolution is made.
6) If a Specified Acquirer―which is defined as a party implementing a Specified Acquisition which has not
obtained a Confirmation Resolution at the time when a Specified Acquisition was implemented―appears,
the Board of Directors shall, in addition to disclosing the fact that a Specified Acquirer has appeared,
implement the gratis allotment of Subscription Rights to Shares, after passing a resolution to designate arecord date for the gratis allotment, an effective date for the gratis allotment, and other necessary mattersin respect to the gratis allotment of Subscription Rights to Shares and publicizing the items of theresolution. “Subscription Rights to Shares” are defined as the subscription rights to shares with restrictions
on the exercise of such rights by Specified Acquirer and its related parties, which are collectively definedas the Specified Acquirer and Related Parties.
If it is revealed that the ratio of holdings of the Company’s share certificates, etc., by the Specified
Acquirer falls below 20% by a date that is to be specified elsewhere by the Board of Directors, whichshall be earlier than the record date for the gratis allotment (the Board of Directors does not intend to
stipulate a day on or later than 3 business days prior to the record date for the gratis allotment.), and insome other cases, the Board of Directors may choose not to effect a gratis allotment of Subscription Rights
to Shares.
7) If a gratis allotment of Subscription Rights to Shares is effected, the Company shall allot Subscription
Rights to Shares to all common shareholders, except the Company, as of the record date for the gratis
allotment, at a ratio of one Subscription Right to Shares for every one share of the Company’s common
stock held, and the number of shares to be issued per one Subscription Right to Shares will not exceed
two, and be determined elsewhere by the Board of Directors. The value of assets contributed to exercise
one Subscription Right to Shares shall be one yen, multiplied by the number of shares to be issued per
one Subscription Right to Shares.
8) The Subscription Rights to Shares will have an acquisition clause by which the unexercised Subscription
Rights to Shares can be acquired by the Company. For the Subscription Rights to Shares held byshareholders other than the Specified Acquirer and Related Parties, this is accomplished in exchange forcommon shares of the Company of a number equal to the integral part of the number of said Subscription
Rights to Shares multiplied by the number of shares to be issued per Subscription Right to Shares. For
other Subscription Rights to Shares, this is accomplished in exchange for subscription rights to shareswith restriction on transfer (and with restriction on the exercise of the rights by the Specified Acquirer andRelated Parties) of a number equal to the number of said Subscription Rights to Shares.
[4] Judgment of the Board of Directors, and its reasons
The Plan complies with the basic policies described above, and the following special methods are to be
implemented as a way of increasing its rationality. Therefore, the Plan protects the corporate value of theCompany and the common interests of the shareholders, and does not pursue the personal interests of theCompany’s management.
1) The Plan received prior approval of the shareholders at the 177th Ordinary General Meeting of
Shareholders held on June 25, 2021, pursuant to the provision of Article 45 of the Company’s Articles ofIncorporation.
2) The term of office of the Company’s Directors (excluding Directors who are members of the Audit &Supervisory Committee) is one (1) year, and the timing of reelection is concurrent among all Directors. In
addition, a resolution on dismissal of Directors may be passed by an ordinary resolution at a General
Meeting of Shareholders. Therefore, the Plan can be abolished by a resolution of the Board of Directors
through the election or dismissal of Directors, by an ordinary resolution at a single General Meeting of
Shareholders.
3) To secure the neutrality of judgment relating to the Plan, the Corporate Value Committee, composed onlyof the Company’s Independent Outside Directors, shall deliberate the Acquisition Proposal, under legal
obligations as the Directors of the Company, to determine if the proposal secures and improves theCompany’s corporate value and the common interests of the shareholders. It is also required that the Boardof Directors make a Confirmation Resolution, upon receipt of a Recommendation Resolution to that effect39

from the Corporate Value Committee, unless there are particular reasons that are obviously against thedirectors’ duty of care.
4) To enhance the objectivity of judgment relating to the Plan, the Plan specifies when the Corporate Value
Committee must issue a Recommendation Resolution, as stated in [3] above.
5) Subject to approval resolution of the General Meeting of Shareholders, the Plan can be revised every year
by a resolution of the Board of Directors. This allows the Plan to adjust itself to the development of therelated laws and regulations, and various other business circumstances surrounding the Company.
6) The validity of an approval resolution is three years from the date of the General Meeting of Shareholders.
Upon the passage of three years, the Board of Directors will present a Plan that reflects any revisions,
including reflection of its supplementary conditions, for approval by the shareholders.
7) The Plan satisfies all of the requirements for legality (to avoid suspension of the issuance of subscription
rights to shares, etc.) and rationality (to gain the understanding of shareholders, investors and otherstakeholders) specified in the “Securing and/or Improving Corporate Value and Common Interests ofShareholders: Takeover Defense Guidelines” released on May 27, 2005, by the Ministry of Economy,
Trade and Industry and the Ministry of Justice. Moreover, the Plan is in accordance with therecommendations of the June 30, 2008 report of the Ministry of Economy, Trade and Industry’s Corporate
Value Study Group, entitled “Takeover Defense Measures in Light of Recent Environmental Changes.”(3) Policy on Dividends from Surplus
The Company aims to meet the expectations of shareholders to distribute profits, taking into consideration thecurrent and future profitability of its business and financial position, by undertaking the payment of dividends basedon a targeted payout ratio of at least 40% on a consolidated basis.
As a further return of profits to shareholders, the Company intends to pay a full-year dividend of ¥39 per share,
representing an increase of ¥2 from the previous fiscal year. Accordingly, the Company will submit a proposal to
the Ordinary General Meeting of Shareholders to distribute its surplus to pay a year-end dividend of ¥20 per share.
As a result, dividends paid will have increased for nine consecutive terms since the fiscal year ended March 31,
2014, the fiscal year in which total dividends paid were increased by stock split without adjustment to the dividend
per share.
End

40

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheet(As of March 31, 2022)
Item

AmountItem(ASSETS)
Current assets(Millions of yen)Amount(LIABILITIES)
280,527

Current liabilities

129,158

Cash and deposits
Notes and accounts receivable –trade, and contract assets
Securities

69,607

Notes and accounts payable – trade

63,655100,594

Short-term loans payable

6,789

1,103

Income taxes payable

5,784

Inventories

96,596

Accrued expenses

24,727Other

13,167

Other

28,201

Allowance for doubtful accounts(542)
Non-current liabilities

133,272

Non-current assets

442,546

Bonds

20,000Property, plant and equipment

219,379

Long-term loans payable

13,785

Buildings and structures, net
Machinery, equipment and vehicles,
net
Land

68,843

Lease obligations

38,93953,018Deferred tax liabilities

28,36046,334

Provision for repairs

1,373

Construction in progress

16,149Net defined benefit liability

22,845Right-of-use assets

29,050Long-term deposits received

5,696

Other, net

5,981

Other

2,272
Total liabilities

262,430

Intangible assets

68,752(NET ASSETS)

Goodwill

42,385

Shareholders’ equity

365,946

Other

26,367

Capital stock

17,117

Capital surplus

12,622

Investments and other assets

154,414Retained earnings

347,165

Investment securities

141,590

Treasury shares(10,960)

Accumulated other comprehensive
incomeValuation difference on availablefor-sale securities
Deferred gains or losses on hedges
Foreign currency translation
adjustment
Remeasurements of defined benefit
plans

83,227

Net defined benefit asset

316

Deferred tax assets

6,933

Other

5,698

Allowance for doubtful accounts(125)

Subscription rights to shares

Total assets

60,585445
23,059(862)

95

Non-controlling interests

11,373

Total net assets

460,643

Total liabilities and net assets

723,073

723,07341

Consolidated Statement of Income(For the Fiscal Year Ended March 31, 2022)(Millions of yen)
Item

AmountNet sales

679,736

Cost of sales

531,660

Gross profit

148,075
118,645

Selling, general and administrative expenses
Operating profit

29,430Non-operating income
Interest income

157

Dividend income
Share of profit of entities accounted for using
equity method
Rent income

3,003

Other

1,025

2,070
300
6,558

Non-operating expenses
Interest expenses

2,914

Other

447

Ordinary profit

3,362
32,626Extraordinary income
Gain on sales of investment securities

1,645

1,645

Extraordinary losses
Loss on retirement of non-current assets

722

Impairment loss
Expenses related to change of the company
nameProfit before income taxes

2,439
336

3,499
30,773

Income taxes – current

12,654

Income taxes – deferred(642)

ProfitProfit attributable to non-controllinginterests
Profit attributable to owners of parent

12,011
18,761
1,251
17,50942

NON-CONSOLIDATED FINANCIAL STATEMENTS
Non-consolidated Balance Sheet(As of March 31, 2022)(Millions of yen)
Item

AmountItem(ASSETS)
Current assets
Cash and deposits

Amount(LIABILITIES)
27,743Current liabilities

17,362

23,471

Lease obligations

159
213

Accounts receivable – trade293

Accounts payable – otherPrepaid expenses

225

Accrued expenses

2,899

Income taxes receivable

2,540

Deposits received

14,007

Other

1,213

Provision for directors’ bonuses

43

Other

41

Non-current assets

352,720

Property, plant and equipment
Buildings, net

23,005
4,992

Non-current liabilities
Bonds

54,92820,000

Structures, net

328

Long-term loans payable

Machinery and equipment, net

680

Lease obligations

Vehicles, net

12Deferred tax liabilities

20,640Tools, furniture and fixtures, net

474

Provision for retirement benefits

3,084

Other

1,011

16,156

Land
Leased assets, net

345

Total liabilities

Construction in progress

16(NET ASSETS)

10,000192

72,291

Shareholders’ equity

261,394

Intangible assets

575

Capital stock

17,117

Leasehold right

18

Software434

Capital surplus
Legal capital surplus

9,683
9,500

Leased assets

122

Other capital surplus

183

0

Retained earnings

Other
Investments and other assets
Investment securities

329,138
85,818

Shares of subsidiaries and associates

164,048

Investments in capital

326

Investments in capital of subsidiaries
and associates

1,268

Long-term loans receivable fromsubsidiaries and associates

77,062

Other

639

Allowance for doubtful accounts(25)

Legal retained earnings

4,379

Other retained earnings

241,165

Reserve for dividends

2,000

Reserve for tax purpose reduction
entry of non-current assets

2,518

General reserve

170,770

Retained earnings brought forward

65,877

Treasury shares(10,952)

Valuation and translation
adjustments

46,681

Valuation difference on availablefor-sale securities

46,681

Subscription rights to shares
Total assets

380,46443

245,54595

Total net assets

308,172

Total liabilities and net assets

380,464

Non-consolidated Statement of Income(For the Fiscal Year Ended March 31, 2022)(Millions of yen)
Item

AmountOperating revenue

29,445

Operating expenses

15,599Operating profit

13,845Non-operating income
Interest income

879

Dividend income

2,195
39

Other

3,113

Non-operating expenses
Interest expenses

159

Other

26

Ordinary profit

186
16,772Extraordinary income
Gain on sales of investment securities

1,468

1,468

87

87

Extraordinary losses
Loss on retirement of non-current assets
Profit before income taxes

18,154

Income taxes – current

1,356

Income taxes – deferred(33)

Profit1,322
16,83144