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 3, 2020
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 176th ORDINARY GENERAL MEETINGOF SHAREHOLDERS
This is to notify you that the 176th 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 the novel coronavirus, we request that shareholders refrain from attending themeeting in person. 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), Wednesday, June 24, 2020.
[Voting in Writing (by Postal Mail)]
Please indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form, and returnthe form by no later than the aforementioned deadline for the exercise of voting rights.
[Voting Electronically (via the Internet)]
Please refer to the enclosed “Exercising your Voting Rights via the Internet” and “How to use ‘Smart Exercise,’
the website for exercising your voting rights using a smartphone,” and vote for or against the proposal at the voting
rights exercise website by no later than the aforementioned deadline for the exercise of voting rights.
1. Date and Time:
2. Place:

Thursday, June 25, 2020 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 novel coronavirus
pandemic,
etc.,
theinformationwillbepostedontheCompany’s
website(https://www.nisshin.com/ir/stock/meeting/).
3. Agenda of the Meeting:
1. Business Report and Consolidated Financial Statements for the 176th fiscal term
Matters to be reported:(from April 1, 2019 to March 31, 2020) and results of audits on theConsolidated Financial Statements by the Independent Auditor and the Audit& Supervisory Committee
2. Non-consolidated Financial Statements for the 176th fiscal term (from April
1, 2019 to March 31, 2020)
Election of Ten (10) Directors (Excluding Directors Who Are Members of the
Proposal to be resolved:
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.
(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.

15. Other Matters concerning this Convocation Notice
Of the documents to be provided with this Convocation Notice, “Subscription Rights to Shares” in the Business
Report, the Consolidated Statement of Changes in Net Assets, the Notes to the Consolidated Financial Statements, theNon-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 Business Report, Consolidated Financial Statements, Non-consolidated Financial
Statements and the Reference Documents for the General Meeting of Shareholders will be posted on the
Company’s website (https://www.nisshin.com/ir/stock/meeting/).
- For information with respect to the year-end dividend from surplus for the fiscal year ended March 31,
2020, please refer to the “Notice of Dividends from Surplus” at the end of this Convocation Notice.
In order to prevent the spread of the novel coronavirus, this year we request that you exercise your voting
rights, in writing or via the Internet, and refrain from coming to the meeting in person.
- This year, in order to prevent the spread of the novel coronavirus, we will greatly reduce the number of seatsavailable at the meeting, compared with previous years. We will therefore require those wishing to attend inperson to register in advance. If you wish to attend in person, please read “Advance Registration for Attendancein Person,” provided in the enclosed “The Novel Coronavirus Infection Prevention Measures at the 176th Ordinary
General Meeting of Shareholders,” and submit an application for your registration during the application period
for advance registration. Due to the limited number of seats available, a random lottery will be carried out if there
are more applications than seats available. An Admission Ticket will be sent to those who have been successfully
registered. If you are attending the meeting in person, please present the Admission Ticket and the enclosed
Voting Rights Exercise Form at the reception desk on arrival at the meeting. If a proxy is attending the meetingon your behalf, the proxy shall present written proof of his/her power of representation and the Voting Rights
Exercise Form at the reception desk on arrival at the meeting. (You may appoint only one proxy, who shall be ashareholder of the Company with voting rights.)- This year, we will be accepting questions regarding the Agenda of the Meeting in advance as the number of people
that can attend the meeting will be limited due to restrictions on the number of seats. For information regarding
procedures and others, please see the enclosed “The Novel Coronavirus Infection Prevention Measures at the176th Ordinary General Meeting of Shareholders.”- Please see the enclosed “The Novel Coronavirus Infection Prevention Measures at the 176th Ordinary General
Meeting of Shareholders” for points to note regarding attendance in person.
- Please note that the place, time, operating methods, etc., of the meeting is subject to change depending on
the state of the novel coronavirus pandemic, etc. If there are any changes, the information will be postedon the Company’s website (https://www.nisshin.com/ir/stock/meeting/).
2

Business Report(From April 1, 2019 to March 31, 2020)

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, 2020, amid a modest recovery in the Japanese economy, both theeconomy and social infrastructure faced serious and widening challenges from the impact of a global pandemic
triggered by a novel coronavirus from the start of the year. The economic environment is now one of extreme
uncertainty, with the future economic outlook difficult to predict.
Under these conditions, the Group placed highest priority on its corporate mission of ensuring the stable supplyof foods involving wheat flour, as well as the safety of the employees who support this mission. In each business,
the Group took decisive steps for building the foundation for further growth through initiatives to realize its longterm vision called “NNI ‘Compass for the Future’ —Toward a New Stage—Maximizing Group-wide Capabilities
and Effecting Business Model Change,” setting as a milestone the medium-term management plan, “NNI-120 II,”
which is scheduled to conclude in the fiscal year ending March 31, 2021. As part of this push, in April 2019 theGroup acquired Allied Pinnacle Pty Ltd., a company engaged in wheat flour-related operations across Australia.
This move was followed in July by the conversion of comprehensive prepared dishes supplier Tokatsu Foods Co.,
Ltd. into a consolidated subsidiary. Meanwhile, the Group transferred the business of consolidated subsidiary
Nisshin Petfood Inc. to Petline Co., Ltd. in March 2020.
With respect to performance, consolidated net sales for the fiscal year ended March 31, 2020, increased 26.0%
year on year to ¥712,180 million. This result primarily reflected effects from the new consolidation of Allied
Pinnacle Pty Ltd. and Tokatsu Foods Co., Ltd. In terms of profits, operating profit increased 7.2% year on yearto ¥28,852 million. In addition to the absence of temporary expenses posted in the previous year related to theacquisition of Allied Pinnacle Pty Ltd., profit was lifted by brisk performance in the prepared dishes and otherprepared foods business, which included new consolidation, as well as in the existing raw materials forpharmaceuticals and engineering businesses. These factors ultimately offset the impact of profit deterioration in
the U.S. flour milling business, integration-related expenses accompanying M&A activity, and higher personnel
and logistics costs. In terms of sales, amid weak domestic consumption overall, the Group saw a rise in sales ofcertain household-use products driven by the growing impact of the novel coronavirus pandemic. For the U.S.
flour milling business, which faces a tough competitive environment, the Group has developed a time line for aturnaround to a growth trajectory for the business although the effects of the pandemic are uncertain. In contrast,
ordinary profit was down 2.0% to ¥31,434 million. This result primarily reflected interest payments borne byAllied Pinnacle Pty Ltd. Profit attributable to owners of parent rose 0.6% to ¥22,407 million, as the gain on theconversion of Tokatsu Foods Co., Ltd. into a consolidated subsidiary upon its step acquisition outweighed an
impairment loss which was posted as a precautionary measure to account for a temporary downturn in the U.S.
flour milling business’ performance.
With respect to dividends, one of the Company’s basic policies is to maintain a payout ratio of at least 40% on
a consolidated basis and to raise dividends on an ongoing basis. Consequently, in line with initial forecasts, theCompany decided to pay a full-year dividend of ¥34 per share, up ¥2 from the previous fiscal year.
[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 expand its businessfoundations 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
and enhancement of its quality control systems.
The following is a review of operations by business segment of the Group.
The prepared dishes and other prepared foods business, which had previously been a part of the Processed Food
Segment, is listed separately as an independent business segment, as both the qualitative and quantitative
importance of the business increased after the conversion of Tokatsu Foods Co., Ltd. into a consolidated subsidiary,
necessitating enhancement of the management system of the prepared dishes and other prepared foods business.
Accordingly, this change has been applied retroactively to recalculate figures for the previous fiscal year for thesake of comparison.
3

Flour Milling Segment
In the flour milling business in Japan, despite an adverse market environment mainly characterized bycontinued belt-tightening behavior among consumers, we made progress in attracting new customers, keeping
shipments of commercial wheat flour flat year on year. Also, in July 2019 and again in January 2020, we revised
our commercial wheat flour prices in response to the government’s decision to change the prices of five classes
of imported wheat. On average, the government’s price for imported wheat declined 1.7% in April 2019 and 8.7%
in October 2019.
The price of bran, a byproduct of the milling process, remained strong throughout the period.
In the overseas flour milling business, sales rose dramatically year on year, largely reflecting effects from the
new consolidation of Allied Pinnacle Pty Ltd. In the U.S. flour milling business, where market conditions remainchallenging, increased production capacity at key production plants in the U.S. and Canada was completed, andso in December 2019 we closed the Minnesota-based New Prague Plant which had previously been used to adjust
supply to meet demand in North America. We have developed a timeline for turning this business around to a
growth trajectory, with plans to concentrate management resources in growth regions and reinforce businessfoundations even further.
As a result, net sales of the Flour Milling Segment increased 24.7% year on year to ¥306,745 million. Operating
profit increased 1.6% to ¥9,326 million, as the absence of effects from expenses related to acquisitions incurredin the previous year and robust prices for bran in the domestic business overcame a downturn in performancetriggered by sales competition in the U.S.
Processed Food Segment
In the processed food business, for household-use products, amid continued belt-tightening behavior among
consumers, we have moved aggressively to develop and launch high-value-added products with “easy-to-prepareand convenient,” “authentic” and “healthy” as keywords. Additionally, we implemented initiatives designed tostimulate consumption, including event co-sponsorship, TV commercials and other advertising activities.
Elsewhere, we implemented price revisions for household-use wheat flour in February 2020, in response to factors
including price revisions for commercial-use wheat flour due to revised government prices for imported wheat
enacted in October 2019. In commercial-use products, we launched new products tailored to customer needs andcarried out proposal activities geared toward garnering new customers. In the overseas business, January 2020
saw the start in Vietnam of operations at a new plant for commercial-use prepared mix owned by Vietnam Nisshin
Technomic Co., Ltd. Beyond these highlights, the pandemic caused by the novel coronavirus also triggered growthin demand for household-use products toward the end of the fiscal year, leading to higher sales year on year in
the processed food business.
In the yeast and biotechnology business, sales were lower year on year, reflecting a decline in shipments ofbread making ingredients, etc. Furthermore, construction had been moving apace on a yeast plant in India being
developed by overseas subsidiary Oriental Yeast India Pvt. Ltd., with a scheduled completion date of summer
2020. The start date for operations, however, may be delayed due to the impact of the novel coronavirus pandemic.
In the healthcare foods business, sales were higher year on year, reflecting growth in shipments of raw materials
for pharmaceuticals and consumer products.
As a result, net sales of the Processed Food Segment increased 1.4% year on year to ¥217,959 million.
Operating profit rose 0.4% to ¥12,895 million, as effects from revenue growth mainly in the healthcare foods
business offset an increase in strategic costs, including expenses for the launch of a yeast plant in India in theyeast and biotechnology business and other advertising and promotion expenses, coupled with higher logistics
costs.
Prepared Dishes and Other Prepared Foods Segment
In the prepared dishes and other prepared foods business, while unstable summer weather led to weaker salesof prepared noodles, along with lower sales toward the fiscal year-end stemming from the novel coronavirus
pandemic, effects from the new consolidation of Tokatsu Foods Co., Ltd. lifted sales substantially higher year onyear.
As a result, net sales of the Prepared Dishes and Other Prepared Foods Segment increased 197.1% year on yearto ¥129,967 million, and operating profit increased 203.7% to ¥1,736 million.
Others Segment
In the pet food business, sales were lower year on year despite the launch of campaigns and other sales
expansion efforts, reflecting market contraction characterized by a decline in dog ownership. At the end of March
2020, the Group transferred this business to Petline Co., Ltd.
In the engineering business, sales were lower year on year due to a decline in large-scale projects.
In the mesh cloths business, sales were down from a year earlier, reflecting lower shipments of screen printing
materials, etc.
4As a result, net sales of the Others Segment decreased 5.1% year on year to ¥57,507 million, while operating
profit increased 14.9% to ¥4,698 million, primarily atop extensive construction cost control in the engineeringbusiness.
(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 as well as fulfill our social responsibility by implementing internal
control systems, reinforcing compliance, ensuring food safety, protecting the environment, and contributing tosocial activities, etc. We have been striving 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 and Target Indicators
The Group will press ahead with New Nisshin Innovation activities, based on the ongoing medium-term
management plan, “NNI-120 II,” as a milestone, which is scheduled to conclude in the fiscal year ending March
31, 2021, and targets net sales of ¥750 billion, operating profit of ¥30 billion, and earnings per share (EPS) of¥80, to realize the future grand design in its long-term vision, “NNI ‘Compass for the Future’ —Toward a New
Stage—Maximizing Group-wide Capabilities and Effecting Business Model Change.”
As for long-term vision, we will build a system which demonstrates the Group’s “comprehensive capabilities”
toward our goal to be “a globally-operating company that assists ‘healthy lifestyles’ and plays a critical role inbuilding ‘the food infrastructure’ of the future.” At the same time, we will take this opportunity to emphasize“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 focus on enhancing the stable distribution of profits from a long-term perspective toshareholders who share with us “the values created through generations since the establishment of the Company.”
We aim for a payout ratio of 40% or more on a consolidated basis and seek to continuously increase the amountof dividends, 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 management in a manner that develops a strong link between our business strategies
and contributions to environment (E) and society (S), which are associated with business sustainability, while
enhancing governance (G), which serves as a discipline to improve corporate value. We seek to achieve the goalof developing a corporate group blessed with ongoing active support from all stakeholders.
[3] Management Environment and Issues to be Addressed
In the food industries in Japan and overseas, the pandemic of the novel coronavirus is threatening social andeconomic foundations and having a tremendous impact on the business environment, including fluctuatingexchange rates and prices of cereal and natural resources. The amount of future uncertainty has reachedunprecedented levels. In addition, the trend in Japan for negotiating free trade agreements is anticipated toaccelerate depending on the progress of international trade negotiations.
Regarding management environment, issues to be addressed, and handling of said issues, there may be futurechanges based on the impact of the novel coronavirus on business operation.
Under these circumstances, the Group recognizes the growing importance of the fulfillment of its mission tocontinue to secure the stable supply of foods involving wheat flour, and delivering safe and reliable products ineach business, and will strive to ensure the safety of its employees who support these missions. We will prioritize
to address the sudden changes to the business environment resulting from the novel coronavirus pandemic and themeasures being taken in response to it. At the same time, we will seek to realize the long-term vision bystrengthening cooperation among our operating companies in Japan and overseas, which will further generate the5Group’s comprehensive capabilities. We will take on the environmental changes being brought about by social
issues and technological innovations and achieve sustainable growth. At the same time, we will contribute to therealization of a sustainable society by creating a cycle that contributes to society through the additional value that
the Group itself produces.
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 the processed food business, we will pursue measures to boost brand loyalty by launching new products toaddress customer needs, with the themes of “easy-to-prepare and convenient,” “authentic,” and “healthy,”
coupled with aggressive sales promotional efforts. We will also undertake the task of optimizing our businessportfolio including the effort to further expand the frozen foods business, which is a growing sector.
In the prepared dishes and other prepared foods business, we started a new business structure by converting
Tokatsu Foods Co., Ltd., one of Japan’s finest comprehensive prepared dish suppliers, into a consolidated
subsidiary in July 2019. With this new structure, we will switch to a highly practical business model that strives
to provide delicious flavor while realizing a high level of production efficiency.
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. In March 2020, following the Group’s long-term vision and anticipating further
development of the industry as a whole, we transferred the business of Nisshin Petfood Inc., a consolidated
subsidiary, to Petline Co., Ltd., to transfer brand value and other value developed through years in the pet foodbusiness.
We will appropriately address the issue of labor shortage in Japan by using robots and AI, as well as bymaking 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.
In April 2019, the Group acquired Allied Pinnacle Pty Ltd., a leading company with the top share in Australia’s
flour market (excluding industrial uses such as starch production). We continue to expand our overseas businessfoundations by proactively making strategic investments.
In the processed food business, we envisage further expansion of the commercial-use prepared mix businessgiven projected growth in the Asian market. In January 2020, the construction work was completed on a newcommercial-use prepared mix plant at Vietnam Nisshin Technomic Co., Ltd. in Vietnam, and the plant has
started operations. In terms of production, along with bolstering cost competitiveness by utilizing our global
optimal production system as a base, we are leveraging production technology and expertise in high-level
quality control built up by the Group over many years to pursue further expansion in pasta, pasta sauce andfrozen foods businesses, etc.
In the yeast and biotechnology business, a yeast production plant is under construction by Oriental Yeast India
Pvt. Ltd. to allow us to enter into the Indian market that is experiencing growing demand for yeast used in breadbaking. We aim to expand business by supplying our high-quality products locally. Due to the spread of thenovel coronavirus, operations at the plant may be launched later than the initial plan of summer 2020.
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.

6

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.,
the Group expects degraded border import control mechanisms for wheat-related products and for competition
with imported products from related countries to intensify, even though markups (gains collected bygovernment upon import) of wheat from the U.S., Canada, and Australia had already begun falling. As the trend
for negotiating free trade agreements further accelerates, the Group will take appropriate steps to stay abreastof changes as they emerge, while continuing to develop a robust corporate structure domestically and abroadthat 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 in all its businessactivities and retains its status as a corporate entity that plays an essential role in society. To this end, the Groupestablished a Social Committee to put its “Nisshin Seifun Group Corporate Code of Conduct and Employee
Action Guidelines” into practice and to promote initiatives to facilitate the implementation.
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.
The Group has also identified “CSR priorities (materiality)” such as providing safe and healthy food andaddressing climate change, and has positioned them as one of its top management priorities. We will undertakea Group-wide initiative by creating a dedicated department, the CSR Management Office.
With respect to providing safe and healthy food, to ensure the delivery to customers of safe and reliable
products, we are strengthening our hand in the areas of food safety and food defense. The CR (Consumer
Relations) Office, which is charged with the responsibilities of identifying consumer mindsets and social trends
while providing timely and appropriate direction as to what actions need to be taken, actively collects relevant
consumer administrative information as well as consumer opinion and their needs. In this manner, every effort
is made to enhance Group customer relations. Furthermore, to secure the stable supply of safe and reliable
wheat flour and other foods, we have been taking the initiative in enhancing our disaster and pandemic
preparations through our business continuity planning (BCP).
Regarding responses to climate change, we have set Group-wide CO2 emissions reduction targets to reach by
the fiscal year ending March 31, 2031, and we are working to reduce our environmental impact mainly throughthe introduction of high-energy equipment in plants, and joint deliveries with other companies. In productdevelopment, we also engage in environmentally conscious product design, reducing the amount of energy
envisioned for use up to and including the cooking stage, reducing plastic usage, and improving recycling
performance.
Furthermore, the Group, as a member of society, is widely involved in activities contributing to society. We
are engaged in supporting reconstruction of the earthquake-affected areas, and making regional contributions
through the Nisshin Seifun (Flour Milling) Museum 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.

7

(3) Consolidated Business Results and Summary of Assets (Millions of yen unless otherwise noted)
176th
Fiscal term
173rd
174th
175th
FY2020Fiscal Years ended March 31
FY2017FY2018FY2019(Current)
Net sales
532,040
540,094565,343
712,180
Ordinary profit
30,32931,80032,062
31,434
Profit attributable to owners
19,466
21,33922,26822,407of parent
Earnings per share (¥)
64.50
71.47
74.98
75.40
Total assets
555,337
591,512594,754666,215
Net assets
406,805
413,794
418,848
409,042
Note: “Partial Amendments to Accounting Standard for Tax Effect Accounting” (ASBJ Statement No. 28,
February 16, 2018) has been applied from the beginning of the 175th fiscal term and thus the classification
method has been modified. Deferred tax assets are disclosed under investment and other assets, anddeferred tax liabilities are disclosed under non-current liabilities.
The amounts of total assets for the 174th fiscal term and before shown above are the figures that have been
reclassified to reflect this change in presentation.
(4) Capital Expenditures
The capital expenditures for the fiscal year ended March 31, 2020 increased ¥3,685 million from the previous
fiscal year to ¥21,919 million, based on actual expenditures.
The principal capital expenditures were made in the expansion of production capacity, including the constructionof a yeast production plant of Oriental Yeast India Pvt. Ltd.
(5) Financing
During the fiscal year ended March 31, 2020, the Company issued domestic unsecured straight bonds for a totalof ¥20 billion in July 2019. The Company also borrowed AUD 450 million, as a major borrowing, to repay theexternal borrowings of PFG Topco1 Pty Ltd., which became a wholly owned subsidiary of the Group in April 2019,
although the Company completed repayment of said borrowing during the fiscal year under review.

8(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 Foods 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 Petfood Inc.
Nisshin Engineering Inc.

1,315
107

100.0
100.0

NBC Meshtec Inc.

1,992

100.0

Company Name

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; life
science business
Production and sales of healthcare
foods, pharmaceuticals, and otherproducts
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
Production and sales of pet foods
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. During the fiscal year ended March 31, 2020, the Company and its subsidiary, Nisshin Flour MillingInc., acquired all outstanding shares of PFG Topcol Pty Ltd., the parent company of Allied Pinnacle Pty
Ltd. in Australia.
2. During the fiscal year ended March 31, 2020, the Company acquired additional shares of its affiliate,
Tokatsu Foods Co., Ltd., to convert it into a subsidiary.
3. 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 theCompany and its subsidiaries.
[2] Status of Significant Acquisition
In April 2019, the Company and its subsidiary, Nisshin Flour Milling Inc., acquired all outstanding shares of
PFG Topco1 Pty Ltd., the parent company of Allied Pinnacle Pty Ltd. in Australia, aiming to expand the flour
milling business overseas.
The Company made its affiliate, Tokatsu Foods Co., Ltd., a subsidiary by the acquisition of additional sharesin July 2019 in order to further expand the prepared dishes and other prepared foods, and frozen foods businesses.
At the end of March 2020, the Company’s subsidiary, Nisshin Petfood Inc., transferred its sales business, etc.,
9to its newly established company, followed by transfer of all of the new company’s shares to Petline Co., Ltd.
(7) Principal Businesses (As of March 31, 2020)
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, life sciencebusiness, healthcare foods
Prepared Dishes and Other
cooked foods such as bento lunch boxes, other prepared foods, and prepared
Prepared Foods Segment
noodles
Others Segment
pet foods; design, supervision and contracted construction of facilities; meshcloths(8) Principal Offices (As of March 31, 2020)[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 Foods 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)
10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)[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 Petfood Inc. Head Office (Chiyoda-ku, Tokyo)
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, 2020)
Business Segment
Number of Employees
Year-on-Year Change
Flour Milling Segment
2,574
932
Processed Food Segment
3,532
184
Prepared Dishes and Other Prepared
1,547
1,050
Foods Segment
Others Segment
911
35
Corporate (Across the Group divisions)
398
1
Total
8,962
2,202
Note: The Prepared Dishes and Other Prepared Foods Segments, which had previously been a part of theProcessed Food Segment, is listed separately as a business segment, as both the qualitative andquantitative importance of the business increased after the conversion of Tokatsu Foods Co., Ltd. into a
consolidated subsidiary, followed by enhancement of the management system of the prepared dishes andother prepared foods business. Accordingly, this change has been applied retroactively to recalculate
figures for the end of the previous fiscal year for the sake of comparison.
The number of employees has increased by 2,202 compared to the end of the previous fiscal year. This is
primarily due to the conversion of Allied Pinnacle Pty Ltd., Tokatsu Foods Co., Ltd. and its threesubsidiaries into consolidated subsidiaries.
(10) Major Creditors and Loans Payable (As of March 31, 2020)
Creditor
Outstanding balance of loans payable
Nippon Life Insurance Company¥10,000 million
Mizuho Bank, Ltd.
¥9,560 million
Note: In addition to the above, there is an outstanding balance of ¥5,300 million in syndicated loans.

112. Outline of the Company(1) Shares (As of March 31, 2020)[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 6,960,249 shares of treasury shares)[3] Number of shareholders

25,668(Increased 6,336 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)
33,169
11.1
Nippon Life Insurance Company
19,387
6.5
Yamazaki Baking Co., Ltd.
16,988
5.7
Japan Trustee Services Bank, Ltd. (Trust Account)
16,7095.6
Mizuho Bank, Ltd.
10,447
3.5
Mitsubishi Corporation
6,648
2.2
Marubeni Corporation
6,284
2.1
Sumitomo Corporation
6,091
2.0
Sumitomo Mitsui Banking Corporation
5,585
1.8
The Norinchukin Bank
5,432
1.8
Note: The Company is excluded from the major shareholders listed above although it holds 6,960,249 treasury
shares. Treasury shares are not included in shareholding ratio calculation.
Name(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).

12

(3) Members of the Boards[1] Directors (As of March 31, 2020)
Title
Representative Director
and President
Representative Director,
Vice President andExecutive Officer

Name
Nobuki Kemmoku
Michinori Takizawa

Director and Managing
Executive Officer

Takashi Harada

Director and Managing
Executive Officer

Akira Mori

*Director and Managing
Koichi Iwasaki
Executive Officer
Director and Managing
Executive Officer
Director and Managing
Executive Officer

Position

Takao Yamada
Yuji Koike

Director

Akio Mimura

Director

Kazuhiko Fushiya*Director

Motoo Nagai

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

In charge of General
Administration Division
Division Executive,
R&D and Quality
Assurance Division
Division Executive,
Finance and Accounting
Division
Division Executive,
Director and Chairman (Representative
Business Development
Director), Tokatsu Foods Co., Ltd.
Division
Director and President (Representative
Director), Nisshin Flour Milling Inc.
Director and President (Representative
Director), Nisshin Foods 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*Director(Full-time Audit &Shoh Ohuchi
Supervisory Committee
Member)*Director
Attorney; Proprietor, Kawawa Law(Audit & Supervisory
Tetsuo Kawawa
OfficesCommittee Member)*Director
Certified Public Accountant;(Audit & Supervisory
Satoshi Ito
Proprietor, Ito Certified Public
Committee Member)
Accountant Offices*Director
Attorney; Senior Partner, Nishi &(Audit & Supervisory
Mieko Tomita
Partners Attorneys and Counselors at
Committee Member)
Law
Notes: 1. The Company adopted a company structure with an audit & supervisory committee at the conclusionof the 175th Ordinary General Meeting of Shareholders held on June 26, 2019.
2. 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.
3. The Company selects all of the Outside Directors as Independent Directors in accordance with its
13

4.
5.
6.
7.

8.

9.

“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.
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.
Director (Audit & Supervisory Committee Member) Satoshi Ito, who has the qualification as a Certified
Public Accountant, has substantial knowledge of finance and accounting.
The Company has elected a full-time Audit & Supervisory Committee Member to enhance theeffectiveness of audits.
Changes in Directors and Audit & Supervisory Board Members of the Company and the positions
thereof, during the fiscal year ended March 31, 2020, are stated as follows.
1) Mr. Masao Nakagawa, Mr. Satoshi Odaka, Mr. Masashi Koike, Mr. Naoto Masujima, Mr.
Masashi Nakagawa, Mr. Kiyoshi Sato, and Mr. Kenji Takihara retired from their position s as
Directors, and Mr. Yukihiro Kumazawa, Mr. Shoh Ohuchi, Mr. Tetsuo Kawawa, Mr. Satoshi
Ito, and Mr. Motoo Nagai retired from their positions as Audit & Supervisory Board Members,
as of June 26, 2019, due to expiration of their term of office. Directors and Directors (Audit& Supervisory Committee Members) with asterisks were newly elected at the 175th Ordinary
General Meeting of Shareholders held on the same day and assumed office.
2) Mr. Michinori Takizawa assumed office of Vice President and Executive Officer, and Mr. Takashi
Harada, Mr. Akira Mori, Mr. Koichi Iwasaki, Mr. Takao Yamada, and Mr. Yuji Koike assumed officeof Managing Executive Officer as of June 26, 2019.
The following is a list of changes in significant positions concurrently held in the fiscal year ended
March 31, 2020.
Director
Motoo Nagai Retired as an Outside Audit & Supervisory Board Member,
Nissan Motor Co., Ltd.
Took office as an Outside Director, Nissan Motor Co., Ltd.
(June 25, 2019)
Director
Satoshi Ito
Retired as an Outside Director, Sumitomo Mitsui Banking(Audit &Corporation
Supervisory(June 27, 2019)
Committee Member)
Director
KoichiRetired as a Director and Vice Chairman, Tokatsu Foods, Co.,
IwasakiLtd.
Took office as a Director and Chairman (Representative
Director), Tokatsu Foods, Co., Ltd.
(July 4, 2019)
The Company has adopted the executive officer system in order to expedite the execution of business
operations. As of March 31, 2020, there were sixteen (16) Executive Officers excluding those serving
concurrently as Directors.

[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] Amount of remuneration for Directors and Audit & Supervisory Board Members
Total amount of remuneration for Directors and Audit & Supervisory Board Members for the fiscal year
ended March 31, 2020
Directors (excluding Directors who are members of the Audit & Supervisory¥296 million
Committee): Seventeen (17)Directors (Audit & Supervisory Committee Members): Four (4)¥32 million
Audit & Supervisory Board Members: Five (5)¥13 million
Outside Directors and Outside Audit & Supervisory Board Members: Six (6)¥58 million(Included in the above)
Notes: 1. The Company adopted a company structure with an audit & supervisory committee at theconclusion of the 175th Ordinary General Meeting of Shareholders held on June 26, 2019.
The amount of remuneration of Audit & Supervisory Board Members covers the periodprior to this transition, while the amount of remuneration of Directors (Audit &14Supervisory Committee Members) covers the period after this transition.
2. The above number of Directors (excluding Directors who are members of the Audit &Supervisory Committee) and Audit & Supervisory Board Members includes seven (7)Directors and five (5) Audit & Supervisory Board Members who retired from office during
the fiscal year ended March 31, 2020.
3. The total amount of remuneration for Directors (excluding Directors who are members of
the Audit & Supervisory Committee) includes expenses associated with the stock-based
remuneration plan for the fiscal year ended March 31, 2020.
[4] 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.
2. Principal activities in the fiscal year ended March 31, 2020
1) Director Akio Mimura
Mr. Mimura attended all meetings of the Board of Directors held in the fiscal year ended March 31,
2020. He made remarks, asked questions and contributed opinions regarding purposes and contents ofmatters resolved and reported from a managerial perspective with broad experience.
2) Director Kazuhiko Fushiya
Mr. Fushiya attended all meetings of the Board of Directors held in the fiscal year ended March 31,
2020. He made remarks, asked questions and contributed opinions regarding purposes and contents ofmatters resolved and reported based on experience and discernment acquired through holding
important posts at the Ministry of Finance (MOF), etc.
3) Director Motoo Nagai
Mr. Nagai attended all meetings of the Board of Directors and the Audit & Supervisory Board held in
the fiscal year ended March 31, 2020. He made remarks, asked questions and contributed opinions
regarding purposes and contents of matters resolved and reported, drawing on his experience andinsights gained through his career as a manager of financial institutions.
4) Director (Audit & Supervisory Committee Member) Tetsuo Kawawa
Mr. Kawawa attended all meetings of the Board of Directors, the Audit & Supervisory Board, and the
Audit & Supervisory Committee held in the fiscal year ended March 31, 2020. He made remarks, asked
questions and contributed opinions regarding purposes and contents of matters resolved and reported
mainly from a technical perspective as an attorney.
5) Director (Audit & Supervisory Committee Member) Satoshi Ito
Mr. Ito attended all meetings of the Board of Directors, the Audit & Supervisory Board, and the Audit& Supervisory Committee held in the fiscal year ended March 31, 2020. He made remarks, asked
questions and contributed opinions regarding purposes and contents of matters resolved and reported
mainly from a technical perspective as a Certified Public Accountant.
6) Director (Audit & Supervisory Committee Member) Mieko Tomita
Ms. Tomita attended 9 out of 10 meetings of the Board of Directors and the Audit & Supervisory
Committee, respectively, held since she assumed office as a Director (Audit & Supervisory Committee
Member). She made remarks, asked questions and contributed opinions regarding purposes andcontents of matters resolved and reported mainly from a technical perspective as an attorney.

15(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, 2020
1. Compensation paid to the independent auditor¥64 million
2. Total of cash and other financial profits payable by the Company and its subsidiaries¥233 million
Notes: 1. The audit contract between the Company and the independent auditor does not and practically cannot
separate the amount of compensation for the audit under the Companies Act from the amount ofcompensation 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] Content of non-audit services
The Company and its subsidiaries entrust to the independent auditor the services including advice andguidance on accounting and internal control matters which can be defined as non-audit services that are otherthan the services defined in Article 2, Paragraph 1 of the Certified Public Accountants Act.
[4] 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 basedon 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 theestimated compensation.
[5] 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.

16

3. Systems and Policies of the Company(1) Systems to Ensure Appropriate Business Execution and the Status of Operation of Systems Concerned
The internal control systems of the Company are based on the establishment of a chain of command andclarification of authority and responsibility in operational departments, management control by the department
heads or managers in operational departments, internal checks between departments (i.e. operations division andaccounting division), and are put in place for implementation in accordance with the basic policies resolved by the
Board of Directors. Details of the basic policies and outline of the implementation status thereof are as follows.
[1] Systems for ensuring the compliance of the performance of duties of Directors and employees of theCompany and its subsidiaries with laws and the Articles of Incorporation
1) The Nisshin Seifun Group has formulated the “Nisshin Seifun Group Corporate Code of Conduct and
Employee Action Guidelines.” The Presidents and Directors of the Company and its subsidiaries must
recognize their duty to comply with the Corporate Code of Conduct and Employee Action Guidelines andtake the lead in following the rules and publicizing them to the people concerned. The Presidents andDirectors must also endeavor to understand internal and external opinions at all times and adjust theirinternal systems accordingly to enhance their effectiveness, while promoting corporate ethics throughout
their companies.
2) The Audit & Supervisory Committee of the Company and Audit & Supervisory Board Members of its
subsidiaries audit the performance of duties by each Director, and oversee Directors to verify whether
they construct and operate the internal control systems in an appropriate manner.
3) The Internal Audit Department, directly supervised by the Audit & Supervisory Committee of theCompany, leads efforts to enhance and operate the internal control systems of the Nisshin Seifun Group.
As an independent organization, the Internal Audit Department evaluates the internal control systems of
the Nisshin Seifun Group and performs internal audits of the Group’s business operations.
4) The Social Committee of the Company addresses all the Nisshin Seifun Group’s corporate social
responsibility (CSR) issues by discussing a comprehensive range of CSR issues, including corporate
ethics and compliance, promoting practical CSR measures at the Group and ensuring awareness ofcompliance with laws, the Articles of Incorporation and social norms.
5) The Nisshin Seifun Group shall not bow to unreasonable demands of antisocial forces that threaten theorder and safety of civil society and takes organized countermeasures in collaboration with external
specialized institutions.
6) The Company operates and maintains the Compliance Hotline System, which was established as ameasure for the Nisshin Seifun Group employees, etc., to directly report any acts of non-compliance sothat such acts can be detected early and dealt with.
(Status of operation)
1) The Nisshin Seifun Group has introduced the “Nisshin Seifun Group Corporate Code of Conduct and
Employee Action Guidelines” in the Group companies including overseas subsidiaries and affiliates as
the Group’s common basis for discipline, whereby striving to ensure awareness of these guidelines.
2) The Company is promoting awareness among employees of the “Nisshin Seifun Group Corporate Codeof Conduct and Employee Action Guidelines” along with the Compliance Hotline System through humanresources training programs.
3) The Internal Audit Department of the Company is conducting the internal control evaluation and internal
audit at each Group company and verifying the level of awareness and the status of compliance with theinternal rules.
4) The Company held meetings of the Social Committee to discuss a comprehensive range of CSR issues,
including compliance, thereby promoting the Nisshin Seifun Group’s CSR measures.
5) The Company also organizes the Normative Ethics Committee, whereby ensuring that no illegal payment
is made to antisocial forces and examining the appropriateness of donations.
[2] Rules and systems for managing the danger of loss to the Company and its subsidiaries
1) For issues concerning business operations at the Nisshin Seifun Group, approval and reporting proceduresmust be determined according to their level of importance, impact, etc., and evaluation of such issues,
including risk assessment thereof, are made in advance.
2) In line with the Nisshin Seifun Group Risk Management Rules, the Nisshin Seifun Group conducts therisk evaluation and reviews measures against risks, and the Company’s Risk Management Committee
supervises the overall risk management efforts of the Nisshin Seifun Group by confirming and providing
guidance to ensure that its subsidiaries have appropriate control over the risks that are evaluated bythemselves, and that no risks are ignored.
3) In line with the Nisshin Seifun Group Crisis Control Rules, employees, etc., must report any emergenceor possibility of crises to a specified contact within the Nisshin Seifun Group to ensure the early detection
17and handling of the danger of loss.
Should crises occur, the Company must set up a countermeasures headquarters immediately to handle
such crises in an appropriate manner to minimize damages.
4) The Audit & Supervisory Committee of the Company and Audit & Supervisory Board Members of its
subsidiaries must take the necessary measures, such as giving advice and making recommendations to
Directors, whenever they recognize the possibility that each Director may bring about significant damage
or serious accidents.
(Status of operation)
1) Each Nisshin Seifun Group company conducts the risk evaluation and reviews measures against risks inaccordance with the Nisshin Seifun Group Risk Management Rules. In addition, a planning subcommittee of the Risk Management Committee of the Company conducts the Group-wide verification of
the results of the review at each Group company and reports the results to the Risk Management
Committee for deliberation thereat.
2) An internal reporting system is in place in line with the Nisshin Seifun Group Crisis Control Rules,
whereby employees, etc., of the Nisshin Seifun Group may report any emergence or possibility of crises
to a specified contact desk.
[3] Systems for ensuring that the duties of Directors of the Company and its subsidiaries are performed
efficiently
1) For the Company and its subsidiaries, the range of responsibility and authority is clarified, for example,
by identifying matters to be resolved by and reported to the Board of Directors and matters of request for
approval of Presidents, Directors and Executive Officers in charge of respective business divisions. This
enables Directors to perform their duties in a prompt and appropriate manner.
2) The Nisshin Seifun Group clarifies its business strategies and their potential directions, according to which
the Group companies formulate their profit plans on a yearly basis. The term of office of Directors(excluding Directors who are members of the Audit & Supervisory Committee) is set at one year to clarify
their responsibilities. The Board of Directors reviews business performance on a monthly basis, anddiscusses and implements measures to improve performance.
(Status of operation)1) In conjunction with the adoption of a company structure with an audit & supervisory committee, theCompany revised the authority of its Executive Directors to expedite management decision making andto enhance the flexibility of the execution of business operations.
2) The Nisshin Seifun Group has set the fiscal year ending March 31, 2021, the final year of its mediumterm management plan, “NNI-120 II,” as a milestone, and is working to build the foundations for further
growth, in an effort to achieve the vision that is upheld in the long-term vision, “NNI ‘Compass for the
Future’ —Toward a New Stage—Maximizing Group-wide Capabilities and Effecting Business Model
Change.”3) Each Group company formulates its profit plans for the fiscal year in line with its business strategies,
while implementing measures to improve performance based on the monthly business performance review
at its Board of Directors.
[4] Systems for ensuring that proper business operations are conducted within the Nisshin Seifun Group thatconsists of the Company and its subsidiaries
1) The Nisshin Seifun Group has adopted a holding company structure under which the holding company,
the Company, oversees and evaluates the actions of subsidiaries with the best interests of the shareholders
in mind.
2) For important issues concerning the business operations of subsidiaries, the Nisshin Seifun Group sets thestandards for issues to be discussed by or reported to the Board of Directors of the Company.
3) The Nisshin Seifun Group has formulated the “Nisshin Seifun Group Corporate Code of Conduct and
Employee Action Guidelines,” in which the Corporate Principle, the Basic Management Policy, the Basic
Stance toward Stakeholders, the Corporate Code of Conduct and Employee Action Guidelines are
specified, and awareness of them throughout the Group is promoted.
4) The procedures and methods for creation of the Nisshin Seifun Group’s financial reports, including theconsolidated financial statements, are stipulated to eliminate wrongful acts and errors and ensure thereliability of such reports.
5) Audit & Supervisory Committee Members of the Company and Audit & Supervisory Board Members ofsubsidiaries hold regular meetings of the Audit & Supervisory Liaison Committee of the Nisshin Seifun
Group to exchange opinions on audit cases and share issues to be addressed.
6) The Company provides special audits, such as of facilities, safety, environment and quality assurance, for
the Nisshin Seifun Group.
187) The Internal Audit Department, directly supervised by the Audit & Supervisory Committee of theCompany, leads efforts to enhance and operate the internal control systems of the Nisshin Seifun Group.
As an independent organization, the Internal Audit Department evaluates the internal control systems of
the Nisshin Seifun Group and perform internal audits of the Group’s business operations.
8) Each subsidiary of the Nisshin Seifun Group establishes its own Internal Control Committee, headed by
the president, which leads efforts to enhance and operate its internal control systems.
(Status of operation)
1) For important issues concerning the business operations of subsidiaries, the Nisshin Seifun Group refers
issues to be discussed by or reported to the Board of Directors of the Company in accordance with the“Matters to be Resolved by and Reported to the Board of Directors” as well as the “Standards for Issues
Concerning Subsidiaries to be Discussed by and Reported to the Board of Directors.”
2) With respect to the internal controls for the purpose of ensuring the reliability of financial reporting,operation procedures at each Group company are documented in order to verify the presence of effective
control under the Nisshin Seifun Group’s unified policy, while the Internal Audit Department evaluates
the status of enhancement and operation of such controls.
3) With respect to general business processes, the Internal Audit Department conducts internal audits, andthe specialized departments of the Company conduct audits on respective areas, including facilities, safety,
environmental conservation and quality assurance, thereby verifying that each operation is implemented
appropriately.
[5] Systems for ensuring the preservation and management of information in relation to the Company’s Directors’
performance of their duties
The minutes of the meetings of Board of Directors, approval documents, and other documents andinformation relating to the performance of duties by Directors are preserved and managed appropriately as
confidential information in accordance with the relevant regulations.
(Status of operation)
The minutes of the meetings of Board of Directors, approval documents, and other documents of theCompany are preserved and managed appropriately as confidential information in accordance with theConfidential Information Management Rules.
[6] Provisions concerning the employees who assist the Company’s Audit & Supervisory Committee in
performing its duties, the independence of such employees from Directors (excluding Directors who aremembers of the Audit & Supervisory Committee) and ensuring the effectiveness of the Audit & Supervisory
Committee’s directions given to such employees.
1) The Company establishes an Audit & Supervisory Committee Secretariat to assist the Audit & Supervisory
Committee in performing its duties. The Audit & Supervisory Committee Secretariat assists the Audit &Supervisory Committee in performing audits under the Committee’s direction. Personnel changes andother matters concerning the members of the Audit & Supervisory Committee Secretariat require theconsent of the Audit & Supervisory Committee.
2) Directors (excluding Directors who are members of the Audit & Supervisory Committee) pay close
attention to ensure that no unreasonable constraints exist that could potentially hinder the independenceof the Audit & Supervisory Committee Secretariat in performing its duties.
(Status of operation)
The Audit & Supervisory Committee Secretariat, which is independent from Directors (excluding
Directors who are members of the Audit & Supervisory Committee), assists the Audit & Supervisory
Committee in performing its duties in order to enhance the effectiveness of the audit function of theCommittee. In addition, the Company pays close attention to ensure that there are no unreasonable
constraints by Directors (excluding Directors who are members of the Audit & Supervisory Committee)that could potentially hinder the independence of the Audit & Supervisory Committee Secretariat inperforming its duties.
[7] Systems for reporting to the Audit & Supervisory Committee of the Company by Directors (excluding
Directors who are members of the Audit & Supervisory Committee) and employees of the Company,
Directors, Audit & Supervisory Board Members and employees of its subsidiaries and individuals who
receive reports from these individuals
1) The Audit & Supervisory Committee of the Company has the members attend the meetings of the Boardof Directors and other important meetings, including those of the Group Management Meeting, the Credit
Management Committee, and the Normative Ethics Committee. The Audit & Supervisory Committee
Members state their opinions as appropriate at the above-mentioned important meetings.
2) The Audit & Supervisory Committee of the Company may ask for reporting from the independent auditors,
19

Directors, the Internal Audit Department and others as the need arises.
3) When Directors of the Company or its subsidiaries recognize anything that could cause significant damage
or serious accidents to their respective companies, they shall immediately report that to their respective
Audit & Supervisory Committee or Audit & Supervisory Board Members. At the same time, Audit &Supervisory Board Members of each subsidiary shall also report that to the Company’s Audit &Supervisory Committee.
4) The results of audits conducted by subsidiaries’ Audit & Supervisory Board Members shall be reported to
the Company’s Audit & Supervisory Committee.
5) The results of internal control evaluations and internal audits conducted by the Company’s Internal Audit
Department are reported to the Company’s Audit & Supervisory Committee.
6) The results of special audits by the Company, such as of facilities, safety, environment and quality
assurance, are reported to the Company’s Audit & Supervisory Committee.
7) Any information obtained through the Compliance Hotline is reported immediately to the Audit &Supervisory Committee of the Company.
8) Documents for taking over the duties of outgoing Division Executives of the Company and the presidents
of its subsidiaries are also submitted to the Audit & Supervisory Committee of the Company.
9) All approval documents of the Company and its subsidiaries are returned to their respective Audit &Supervisory Committee Members or Audit & Supervisory Board Members.
(Status of operation)
1) Audit & Supervisory Committee Members of the Company attend the meetings of the Board of Directors
and other important meetings, including the Group Management Meetings and the Credit Management
Committee meetings, and state their opinions as appropriate.
2) The Audit & Supervisory Committee and the Internal Audit Department of the Company report to eachother information including audit results as they conduct audits, while Audit & Supervisory Board
Members and dedicated audit staff at the Group’s main operating companies report their audit results to
the Audit & Supervisory Committee and the Internal Audit Department of the Company, whereby
enhancing mutual collaboration.
3) Audit & Supervisory Committee Members of the Company held two meetings of the Audit & Supervisory
Liaison Committee of the Nisshin Seifun Group during the fiscal year ended March 31, 2020, as attended
by the Audit & Supervisory Board Members of the Group’s main operating companies and the Internal
Audit Department, exchanging opinions on audit cases in an effort to share awareness of the issues to beaddressed and enhance audit quality across the Group.
[8] Systems for ensuring that individuals reporting to the Company’s Audit & Supervisory Committee will not
be treated disadvantageously for such reporting
Individuals reporting any of the previously addressed items, including those reporting via the Compliance
Hotline, will not be treated disadvantageously, through personnel systems or in any other way, for suchreporting.
(Status of operation)
The Compliance Hotline Rules stipulate a provision to the effect that individuals who used the Compliance
Hotline for the purpose of whistle-blowing shall not be treated disadvantageously, and such provision isposted on the Company’s Intranet and communicated across the board.
[9] Provisions regarding policies guiding procedures for the prepayment or reimbursement of expenses incurredby the Company’s Audit & Supervisory Committee Members in the execution of their duties and otherexpenses incurred in the execution of such duties or related obligations
Anticipated expenses incurred by the Audit & Supervisory Committee Members in the execution of theirduties are budgeted; expenses incurred or related obligations beyond the budget, excluding such expenses
deemed unnecessary for execution of the duties of the Audit & Supervisory Committee Members, shall be
dealt with immediately by the Company pursuant to Article 399-2, Paragraph 4 of the Companies Act.
(Status of operation)
Anticipated expenses incurred by the Audit & Supervisory Committee Members of the Company in theexecution of their duties are budgeted, and expenses incurred beyond the budget are dealt with immediatelyby the Company pursuant to Article 399-2, Paragraph 4 of the Companies Act.
[10] Other systems for ensuring that the audits of the Audit & Supervisory Committee of the Company are
conducted efficiently
The Audit & Supervisory Committee holds regular meetings with Representative Directors, and exchanges
opinions on prospective challenges and risks for the Company, as well as the status of the environment foraudits by the Audit & Supervisory Committee and other important audit issues.
20

(Status of operation)
The Audit & Supervisory Committee of the Company holds regular meetings with Representative
Directors and exchanges opinions on important audit issues, etc.
(2) Basic Policies Regarding Control of the Corporation[1] Basic policies
As a corporate group involved in food, the Company believes that it is the responsibility of the Group as awhole, and also a source and a foundation of corporate value, to guarantee a high level of safety and quality
in our products, and to consistently ensure the stable supply of food, including wheat flour and other staple
foods for the people. In order to sustainably secure and improve the Company’s corporate value and thecommon interests of the shareholders in light of these responsibilities, it is essential that we guarantee a highlevel of safety and quality in our products, provide a stable supply of food, and so on. Any party which,failing to understand this, 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 the Company’s corporate value andthe common interests of the shareholders. Depending on the conditions, there are other types of shareacquisitions that also could damage the Company’s corporate value or the common interests of theshareholders.
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 174thOrdinary General Meeting of Shareholders held on June 27, 2018. 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
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 of21

such 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 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 otherwise madein compliance 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 specified
as a maximum of 60 business days upon the receipt of the Acquisition Proposal, a maximum of 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, 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 for22which 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 174th Ordinary General Meeting of
Shareholders held on June 27, 2018, 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 Outside Directors, shall deliberate the Acquisition Proposal, under legal obligations as
the Directors of the Company, to determine if the proposal secures and improves the Company’s corporate
value and the common interests of the shareholders. It is also required that the Board of Directors make a
Confirmation Resolution, upon receipt of a Recommendation Resolution to that effect from the Corporate
Value Committee, unless there are particular reasons that are obviously against the Directors’ 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.
23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 will pay a full-year dividend of ¥34 per share, anincrease of ¥2 from that of the previous fiscal year, with the meeting of the Board of Directors held on May 14,2020 resolving that the Company distribute its surplus to pay a year-end dividend of ¥17 per share. As a result,dividends paid have increased for seven consecutive terms since the fiscal year ended March 31, 2014, the fiscal
year in which total dividends paid were increased instead of making adjustment to the dividend per share following
the stock splits.
We will focus on enhancing the stable distribution of profits from a long-term perspective to shareholders whoshare with us “the values created down through the generations since the establishment of the Company” based on
the policy concerning the long-term vision of “NNI ‘Compass for the Future’ ―Toward a New Stage―Maximizing
Group-wide Capabilities and Effecting Business Model Change.” More precisely, we aim for a payout ratio of 40%
or more on a consolidated basis and seek to continuously increase the amount of dividends, while intending torepurchase treasury shares in a flexible manner taking into account cash flows and strategic needs for investment
funds.
End24

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheet(As of March 31, 2020)
Item

AmountItem(ASSETS)
Current assets(Millions of yen)Amount(LIABILITIES)
238,980

Current liabilities

131,058

Cash and deposits

49,710Notes and accounts payable – trade

53,730Notes and accounts receivable – trade92,236

Short-term loans payable

18,078

Securities

7,523

Income taxes payable

5,829

Inventories

79,854

Accrued expenses

21,814Other

10,180Other

31,605

Allowance for doubtful accounts(524)
Non-current liabilities

126,114

Non-current assets

427,234

Bonds

20,000Property, plant and equipment

208,487

Long-term loans payable

15,226

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

69,597

Lease obligations

30,98948,769Deferred tax liabilities

29,05545,791

Provision for repairs

1,335

Construction in progress

13,682

Net defined benefit liability

22,443Right-of-use assets

23,285Long-term deposits received

5,577

Other, net

7,360

Other

1,485
Total liabilities

257,172

Intangible assets

68,716(NET ASSETS)

Goodwill

42,743

Shareholders’ equity

350,926

Other

25,972

Capital stock

17,117

Capital surplus

12,638Investments and other assets

150,030

Retained earnings

332,342

Investment securities

135,739

Treasury shares(11,172)

Net defined benefit asset

308

Deferred tax assets

9,059

Other

5,048

Allowance for doubtful accounts(126)

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

Total assets

44,06956,970(53)(11,689)(1,158)137

Non-controlling interests

13,908

Total net assets

409,042

Total liabilities and net assets

666,215666,21525

Consolidated Statement of Income(For the Fiscal Year Ended March 31, 2020)(Millions of yen)
Item

AmountNet sales

712,180

Cost of sales

512,356

Gross profit

199,824
170,971

Selling, general and administrative expenses
Operating profit

28,852Non-operating income
Interest income

496

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

2,867
1,789
295

Other

846

6,294

Non-operating expenses
Interest expenses

3,163

Other

547

Ordinary profit

3,711
31,434Extraordinary income
Gain on sales of non-current assets

104

Gain on sales of investment securities

212

Gain on step acquisitions

7,272

Gain on sale of businesses

1,336

8,925

Extraordinary losses
Loss on retirement of non-current assets

599

Impairment loss

5,224

Business restructuring expenses

1,028

Other

212

Profit before income taxes

7,064
33,296

Income taxes – current

11,040

Income taxes – deferred(1,414)

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

9,625
23,6701,263
22,40726

NON-CONSOLIDATED FINANCIAL STATEMENTS
Non-consolidated Balance Sheet(As of March 31, 2020)(Millions of yen)
Item

AmountItem(ASSETS)
Current assets
Cash and deposits

Amount(LIABILITIES)
24,286

Current liabilities

40,92920,983

Lease obligations

183
166

Accounts receivable – trade253

Accounts payable – otherPrepaid expenses

205

Accrued expenses

1,912

1,939

Deposits received

38,572

Income taxes receivable
Other

904

Non-current assets

361,511

Property, plant and equipment
Buildings, net

24,136
5,719

Provision for directors’ bonuses

47

Other

47

Non-current liabilities
Bonds

Structures, net

414

Long-term loans payable

Machinery and equipment, net

649

Lease obligations

Vehicles, net
Tools, furniture and fixtures, net
Land

8
509
16,186

Leased assets, net
Construction in progress

51,79020,00010,000472

Deferred tax liabilities

17,875

Provision for retirement benefits

3,123

Other

319

641

Total liabilities

7(NET ASSETS)

92,719

Shareholders’ equity

253,053

Intangible assets

596

Capital stock

17,117

Leasehold right

18

Software286

Capital surplus
Legal capital surplus

9,702
9,500

Leased assets

233

Other capital surplus

202

Other

58

Retained earnings

Investments and other assets
Investment securities

336,777
77,495

Shares of subsidiaries and associates

165,262

Investments in capital

326

Investments in capital of subsidiaries
and associates

1,093

Long-term loans receivable fromsubsidiaries and associates

92,064

Other

560

Allowance for doubtful accounts(25)

Legal retained earnings

4,379

Other retained earnings

233,018

Reserve for dividends

2,000

Reserve for advanced depreciation of
non-current assets

2,598

General reserve

170,770

Retained earnings brought forward

57,649Treasury shares(11,164)

Valuation and translation
adjustments

39,888Valuation difference on availablefor-sale securities

39,888Subscription rights to shares
Total assets

385,79827

237,397

137

Total net assets

293,079

Total liabilities and net assets

385,798Non-consolidated Statement of Income(For the Fiscal Year Ended March 31, 2020)(Millions of yen)
Item

AmountOperating revenue

20,068Operating expenses

14,714

Operating profit

5,353

Non-operating income
Interest income

1,111

Dividend income

2,113

Other

98

3,322

Non-operating expenses
Interest expenses

293Interest on bonds

53

Bond issuance costs

111

Other

27

Ordinary profit

486
8,190

Extraordinary income
Gain on sales of investment securities

184

Gain on sales of non-current assets

79

264

32

32

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

8,422

Income taxes – current

56

Income taxes – deferred(94)

Profit

(37)
8,460

28

Reference Documents for the General Meeting of Shareholders
Proposal and References
Proposal: 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)
1

Nobuki Kemmoku

Renomination

Director and President
Director, Vice President andExecutive Officer (In chargeof General Administration
Division)
Director, Managing Executive
Officer and Division
Executive (Finance andAccounting Division)
Director, Managing Executive
Officer and Division
Executive (Business
Development Division)

13/13 (100%)

2

Michinori Takizawa

Renomination

3

Akira Mori

Renomination

4

Koichi Iwasaki

Renomination

5

Takao Yamada

Renomination

Director and Managing
Executive Officer

13/13 (100%)

6

Yuji Koike

Renomination

Director and Managing
Executive Officer

13/13 (100%)

7

Akio Mimura

Renomination
Outside Director
Director
Independent Director

13/13 (100%)8Kazuhiko Fushiya

Renomination
Outside Director
Director
Independent Director

13/13 (100%)9Motoo Nagai

10

Satoshi Odaka

Renomination
Outside Director
Director
Independent Director
Managing Executive Officer
and Division Executive
New candidate(Technology and Engineering
Division)

13/13 (100%)

13/13 (100%)

10/10 (100%)

13/13 (100%)—

Notes: 1. Attendance information for Mr. Koichi Iwasaki only includes meetings of the Board of Directors held since his appointment
on June 26, 2019.
2. Attendance information for Mr. Motoo Nagai includes meetings of the Board of Directors held since his appointment on June
26, 2019, and meetings of the Board of Directors he attended as Audit & Supervisory Board Member before retiring from theoffice as of the same date.

29

No.

Name
(Date of Birth)
Renomination

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

Joined the Company
Managing Director, Nisshin Flour Milling Inc.
Executive Officer
Director
Senior Managing Director, Nisshin Flour
Milling Inc.
Director and President, Nisshin Flour Milling
Nobuki Kemmoku April 2015
Inc.
(February 13, 1961)
June 2015
Managing Director
April
2017
Director and President (to the present)
1
Director and Chairman, Nisshin Flour Milling
Inc. (to the present)[Director and Chairman, Nisshin Flour Milling Inc.]
Reason for selecting the candidate for Director

Number of theCompany’s
Shares Held

April 1984
September 2011
June 2012
June 2013

57,505 shares

The Company selected Mr. Nobuki Kemmoku as candidate for Director as he has a wealth of experience andexcellent track record in management of the flour milling business and also has been leading the holding
company’s management as President of the Company, and thus is considered to possess the requisite skills
and qualities for the Company to pursue sustainable growth and medium- to long-term enhancement ofcorporate value.
Renomination
April 1976
Joined the Company
July 2001
General Manager (Legal Group of General
Administration Division)
June 2005
Executive Officer and General Manager(Legal Group of General Administration
Division)
June 2006
Executive Officer and General Manager(Legal Department of General Administration
Division)
June 2009
Executive Officer and General Manager(Internal Control Department)
July 2011
Executive Officer and Division Executive(Corporate Planning Division)
June
2012
Director and Division Executive (Corporate
59,063 shares
Michinori Takizawa
Planning
Division)(March 27, 1954)
June 2013
Managing Director and Division Executive
2(General Administration Division)
June 2015
Senior Managing Director and Division
Executive (General Administration Division)
April 2017
Director, Vice President and Division
Executive (General Administration Division)
June 2017
Director and Vice President(In charge of General Administration
Division)
June 2019
Director, Vice President and Executive
Officer (In charge of General Administration
Division) (to the present)
Reason for selecting the candidate for Director
The Company selected Mr. Michinori Takizawa as candidate for Director as he has a wealth of experienceand excellent track record in corporate management in general including legal affairs, human resources andgeneral administration, 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.

30

No.

Name
(Date of Birth)
Renomination

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)
Akira MoriManaging Director and Division Executive(December 16, 1956) June 2015
(Corporate Planning Division)
3
April 2017Managing Director and Division Executive(Finance and Accounting Division)
June 2019
Director, Managing Executive Officer andDivision Executive (Finance and Accounting
Division) (to the present)
Reason for selecting the candidate for Director

Number of theCompany’s
Shares Held

April 1979
June 2010

36,860 shares

The Company selected Mr. Akira Mori as candidate for Director as he has a wealth of experience andexcellent track record in the areas including accounting, finance and corporate planning, and thus isconsidered to possess the requisite skills and qualities for the Company to pursue sustainable growth andmedium- to long-term enhancement of corporate value.
Renomination
April 1980
Joined the Company
June 2007
Director and Division Executive (Sales
Division), Nisshin Foods Inc.
June 2010
Executive Officer
Managing Director and Division Executive(Sales Division), Nisshin Foods Inc.
June 2012
Director
Director and President, Nisshin Foods Inc.
June 2014
Managing Director
June 2015
Director, Tokatsu Foods Co., Ltd.
54,500 shares
June
2017
Executive Officer
Koichi Iwasaki
Director and Vice Chairman, Tokatsu Foods(September 12, 1956)
Co., Ltd.
4
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.

31

No.

Name
(Date of Birth)
Renomination

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
Executive (Sales Division), Nisshin Flour
Takao Yamada
Milling Inc.
(September 27, 1960)
April
2017
Director and President, Nisshin Flour Milling
5Inc. (to the present)
June 2019
Director and Managing Executive Officer (tothe 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

27,796 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.
Renomination
April 1983
Joined the Company
June 2014
Executive Officer
Director and President, Nisshin Petfood Inc.
June 2017
Director
Director and President, Nisshin Foods Inc. (to26,531 shares
Yuji Koike
the present)(January 16, 1960)
June 2019
Director and Managing Executive Officer (tothe present)
6[Director and President (Representative Director), Nisshin Foods
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 operation in
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.

32

No.

Name
(Date of Birth)
Renomination
Outside Director
Independent Director

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

Joined Fuji Iron & Steel Co., Ltd.
Director, Nippon Steel Corporation (NSC)
Managing Director, NSC
Representative Director and Executive Vice
President, NSC
April 2003
Representative Director and President, NSC
June 2006
Audit & Supervisory Board Member
April 2008
Representative Director and Chairman, NSC
June 2009
Director (to the present)
October 2012
Director and Senior Advisor, Nippon Steel &Sumitomo Metal Corporation (NSSMC)
June 2013
Senior Advisor, NSSMC
Akio Mimura
November 2013 Senior Advisor, Honorary Chairman, NSSMC(November 2, 1940) June 2018
Senior Advisor, Honorary Chairman, NSSMC
April
2019
Senior Advisor, Honorary Chairman, Nippon
7
Steel Corporation (to the present)[Senior Advisor, Honorary Chairman, Nippon Steel Corporation][Chairman, The Japan Chamber of Commerce and Industry][Chairman, The Tokyo Chamber of Commerce and Industry][Outside Director, Development Bank of Japan Inc.][Outside Director, Tokio Marine Holdings, Inc.][Outside Director, Japan Post Holdings Co., Ltd.][Outside Director, INCJ, Ltd.]
Reason for selecting the candidate for Outside Director

Number of theCompany’s
Shares Held

April 1963
June 1993
April 1997
April 2000

43,970 shares

The Company selected Mr. Akio Mimura 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 as corporate executive, and thus is considered to possess the requisite
skills and qualities for the Company to pursue sustainable growth and medium- to long-term enhancementof corporate value.
Renomination
April 1967
Joined the Ministry of FinanceOutside Director
July 1999
Commissioner, National Tax Agency
Independent Director
July 2001
Deputy Governor, National Life FinanceCorporation
July 2002
Assistant Chief Cabinet Secretary
January 2006
Commissioner, Board of Audit of Japan
3,800 shares
Kazuhiko Fushiya February 2008
Commissioner (President), Board of Audit of(January 26, 1944)
Japan
January 2009RetiredJune 2009
Audit & Supervisory Board Member
June
2015
Director (to the present)8[Chairman, The Institute of Internal Auditors - Japan]
Reason for selecting the candidate for Outside Director
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 considered to possess the requisite skills andqualities for the Company to pursue sustainable growth and medium- to long-term enhancement of corporate
value. Although Mr. Fushiya has no experience in participating directly in corporate management, except byserving as Outside Director or Outside Audit & Supervisory Board Member, he is believed, for the
aforementioned reasons, to be capable of adequately fulfilling the duties of Outside Director.

33

Name
(Date of Birth)No.

Renomination
Outside Director
Independent Director

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

Joined Industrial Bank of Japan, Limited
Executive Officer, Mizuho Corporate Bank,
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,
Motoo Nagai
Mizuho Trust & Banking Co., Ltd.
(March 4, 1954)
April 2014
Commissioner, Mizuho Trust & Banking
Co., Ltd.
9
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

Number of theCompany’s
Shares Held

April 1977
April 2005

200 shares

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 isconsidered to possess the requisite skills and qualities for the Company to pursue sustainable growth andmedium- to long-term enhancement of corporate value.
New candidate
April 1983
Joined the Company
June 2007
General Manager (Technology andEngineering Department of Technology andEngineering Division)
April 2012
Director and Division Executive (Production
Division), Nisshin Flour Milling Inc.
25,891 shares
June
2012
Executive Officer
Satoshi Odaka
Director and Division Executive(November 18, 1958) June 2015
(Technology and Engineering Division)
10
June 2019
Managing Executive Officer and Division
Executive (Technology and Engineering
Division) (to the present)
Reason for selecting the candidate for Director
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.
Notes: 1.
2.

No actual conflict of interest exists between the Company and any of the above candidates.
Under the provision of Article 427, Paragraph 1 of the Companies Act, the Company has concluded liability limitationagreements with Mr. Akio Mimura, Mr. Kazuhiko Fushiya, and Mr. Motoo Nagai which limit the amount of liability fordamages 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 on their parts.
3. Information on candidates for Outside Directors(1) Mr. Akio Mimura, Mr. Kazuhiko Fushiya, and Mr. Motoo Nagai 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 (and posted on the Company’s website (https://www.nisshin.com/uploads/governance_is.pdf)) with thenecessary notification provided thereto.
(2) Mr. Akio Mimura is currently an Outside Director for the Company, whose term in office will be about eleven 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 fourteen years since his appointment as an Outside Audit & Supervisory Board Member.
34

(3) Mr. Kazuhiko Fushiya is currently an Outside Director for the Company, whose term in office will be about five 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 eleven years since his appointment as an Outside Audit & Supervisory Board Member.
(4) Mr. Motoo Nagai is currently an Outside Director for the Company, whose term in office will be about one year 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 five years since his appointment as an Outside Audit & Supervisory Board Member.
(5) Japan Post Holdings Co., Ltd., for which Mr. Akio Mimura serves as an outside director, received process improvement
orders by the Minister for Internal Affairs and Communications and the Financial Services Agency on December 27,
2019, due to improper sales for insurance, etc. by the company’s subsidiaries. Mr. Akio Mimura had not been aware ofthese issues until the underlying causes for the orders became known. However, Mr. Akio Mimura has regularly provided
suggestions at meetings of the board of directors and other such meetings from the standpoint of importance of group
governance and internal control, 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) Organo Corporation, for which Mr. Motoo Nagai serves as an outside director, had been short of the requisite numberof outside audit & supervisory board members as set forth by laws and regulations until a substitute audit & supervisoryboard member assumed the office of outside audit & supervisory board member on April 13, 2016 as the replacement of
the person who was appointed as an outside audit & supervisory board member at the ordinary general meeting ofshareholders thereof, held on June 26, 2015, because it was found that the person originally elected for the position had
failed to meet the requirements for the said position. Mr. Motoo Nagai had not been aware of the matter until it was
found that the said audit & supervisory board member was ruled unfit to serve as an outside audit & supervisory board
member. However, Mr. Motoo Nagai has regularly provided suggestions at meetings of the board of directors and othersuch meetings from the standpoint of compliance with laws and regulations, and after becoming aware of the issue, he
has appropriately fulfilled his duties by assisting to expedite the procedures involving the resignation of the said audit &supervisory board member and appointment of a substitute audit & supervisory board member as well as rendering his
services for a smooth transition.
(7) 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 former directors of Nissan were also indicted on charges of violating the Financial Instruments and Exchange
Act (Crime of Submission of False Annual Securities Report). 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 beenaware of these issues until the underlying causes for the indictments 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.
End35

Notice of Dividends from Surplus
In accordance with the Articles of Incorporation, the Company decided, at the Board of
Directors meeting held on May 14, 2020, that the year-end dividend for the 176th fiscal term(from April 1, 2019 to March 31, 2020) will be as follows:
1. Year-end dividend
2. Effective date and payment start date

¥17 per share
Friday, June 26, 2020

Documents related to the year-end dividend for the 176th fiscal term will be sent toregistered addresses on June 25, 2020.

36