This document has been translated from a part of the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.
(Securities Code: 2002)
June 6, 2023
To Those Shareholders with Voting Rights
Kenji Takihara
Director and President
Nisshin Seifun Group Inc.
25, Kanda-Nishiki-cho 1-chome,
Chiyoda-ku, Tokyo JAPANCONVOCATION NOTICE OF THE 179th ORDINARY GENERAL MEETINGOF SHAREHOLDERS
This is to notify you that the 179th Ordinary General Meeting of Shareholders of Nisshin Seifun Group Inc.
(the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures to provide informationelectronically that is the contents of the Reference Documents for the General Meeting of Shareholders, etc. (mattersfor electronic provision measures), as the “Convocation Notice of the 179th Ordinary General Meeting of
Shareholders” and “Matters for Electronic Provision Measures in Convening the 179th Ordinary General Meetingof Shareholders” are provided on the Company’s website.
The Company’s website: https://www.nisshin.com/english/shareholders/meeting.html
In addition to the aforementioned website, matters for electronic provision measures are also provided on thewebsite of the Tokyo Stock Exchange, Inc. (“TSE”). When checking our information at the TSE’s website, please
access the following website, enter and search for the issue name (Nisshin Seifun Group Inc.) or the securities code
(2002), select “Basic information,” “Documents for public inspection/PR information” and check “Notice ofGeneral Shareholders Meeting/Informational Materials for a General Shareholders Meeting” in the “Filed
information available for public inspection” field.
TSE’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you do not attend the meeting in person, you may exercise your voting rights by one of the following methods.
Please review the “Reference Documents for the General Meeting of Shareholders,” and exercise your voting rights
no later than 5:30 p.m. (JST), Tuesday, June 27, 2023.
[Voting in Writing (by Postal Mail)]
Please indicate your vote for or against each of the proposals on the Voting Rights Exercise Form provided
together with this Convocation Notice, then return the form so as to arrive by the aforementioned deadline for the
exercise of voting rights.
[Voting Electronically (via the Internet, etc.)]
Please refer to the following “Guidance for the exercise of voting rights via the Internet, etc.” and vote for oragainst each of the proposals at the voting rights exercise website by no later than the aforementioned deadline forthe exercise of voting rights.
Wednesday, June 28, 2023 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, the information will be posted on the
Company’s website.

1. Date and Time:
2. Place:13. Agenda of the Meeting:
Matters to be reported:

1. Business Report and Consolidated Financial Statements for the 179th fiscal term(from April 1, 2022 to March 31, 2023) and results of audits on theConsolidated Financial Statements by the Independent Auditor and the Audit& Supervisory Committee
2. Non-consolidated Financial Statements for the 179th fiscal term (from April
1, 2022 to March 31, 2023)

Proposal to be resolved:
Proposal No. 1: Dividends from Surplus
Proposal No. 2: Election of Ten (10) Directors (Excluding Directors Who Are Members of the
Audit & Supervisory Committee)
Proposal No. 3: Election of Three (3) Directors Who Are Members of the Audit & Supervisory
Committee
4. Matters Determined in the Convocation(1) Of matters for electronic provision measures, “Subscription Rights to Shares,” “Independent Auditor,” and“Systems to Ensure Appropriate Business Execution and the Status of Operation of Systems Concerned,”in the Business Report, the “Consolidated Statement of Changes in Net Assets,” the “Notes to theConsolidated Financial Statement,” the “Non-consolidated Statement of Changes in Net Assets,” and the“Notes to the Non-consolidated Financial Statements” are not attached to this Convocation Notice inaccordance with laws and regulations and Article 15, Paragraph 2 of the Company’s Articles ofIncorporation.
The documents that are attached to this Convocation Notice are part of the Business Report, theConsolidated Financial Statements, and the Non-consolidated Financial Statements audited by the Audit& Supervisory Committee, and the Consolidated Financial Statements and the Non-consolidated Financial
Statements audited by the Independent Auditor in preparing the audit report.
(2) If you exercise your voting rights via the Internet, etc., more than once, your final vote shall be deemedvalid. If you exercise your voting rights by two different methods, that is, via the Internet, etc., as well
as by mailing the Voting Rights Exercise Form, the vote via the Internet, etc., shall be deemed valid.
(3) In the event you do not indicate your vote for or against each of the proposals on the returned Voting Rights
Exercise Form, it shall be deemed that you indicated a vote for.

- Modifications, if any, to the matters for electronic provision measures will be posted on the Company’s website
and the website of the TSE (Listed Company Search).
- Please refer to the “Guide to the 179th Ordinary General Meeting of Shareholders” provided together with thisConvocation Notice for the operation of the meeting.
- If you are attending the meeting in person, please present the Voting Rights Exercise Form provided together withthis Convocation Notice at the reception desk on arrival at the meeting. Please bring this Convocation Notice withyou.
- If a proxy is attending the meeting on your behalf, the proxy shall present written proof of his/her power ofrepresentation and the Voting Rights Exercise Form at the reception desk on arrival at the meeting. You may
appoint only one proxy, who shall be a shareholder of the Company with voting rights.

2

Guide to Exercising Voting Rights
To exercise voting rights in advance
Please review the “Reference Documents for the General Meeting of Shareholders” and exercise your voting rights
by either of the following methods.
Note: Institutional investors can use the platform for exercising voting rights operated by ICJ, Inc.
1. To exercise voting rights in writing (by postal mail)•Please indicate your vote for or against each of the proposals on the Voting Rights Exercise Form, then returnthe form so as to arrive no later than 5:30 p.m. (JST), Tuesday, June 27, 2023.
•
In the event you do not indicate your vote for or against each of the proposals on the Voting Rights Exercise
Form, it shall be deemed that you indicated a vote for.
2. To exercise voting rights via the Internet, etc.
•
Please refer to the following “Guidance for the exercise of voting rights via the Internet, etc.” and exercise
your voting rights no later than 5:30 p.m. (JST), Tuesday, June 27, 2023.
•
If you exercise your voting rights via the Internet, etc., more than once, your final vote shall be deemed valid.
•

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

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

3

Guidance for the exercise of voting rights via the Internet, etc.
Deadline for exercising voting rights: 5:30 p.m. (JST), Tuesday, June 27, 2023
 To exercise voting rights from a smartphone
1 Access the website for exercising voting rights from a smartphone
Use your smartphone or tablet to scan the “QR Code® for the website for exercising voting rights from a smartphone”
at the bottom right of the Voting Rights Exercise Form.
2 Open the website for exercising voting rights
When you open the displayed URL, the website for exercising voting rights will appear.
There are two methods for exercising voting rights.
•
To indicate your vote for or against each proposal individually → 3•
To indicate your vote for all Company proposals, click “すべての会社提案議案について「賛成」する(Indicate your vote for all Company proposals).” → 4
3 To vote on each proposal individually
Click “各議案について個別に指示する (Vote individually).” Please indicate your vote for or against each of the
proposals by following the instructions on the screen.
4 Complete the exercise
If there is no error on the confirmation page, click “この内容で行使する (Exercise this content)” to complete theexercise.
If you wish to change your vote after exercising your voting rights, you need to scan the QR Code® again and enter
the “voting rights exercise code” and “password” indicated on the Voting Rights Exercise Form. (You can also
exercise your voting rights by accessing the website for exercising voting rights (https://www.web54.net) directlyfrom your computer.)
Note: QR Code is a registered trademark of DENSO WAVE INCORPORATED.
 To exercise voting rights from a computer
1 Access the website for exercising voting rights
https://www.web54.net
Click “次へすすむ (Go to next).”
2 Log inEnter the “voting rights exercise code” indicated on the Voting Rights Exercise Form, then click “ログイン (Login).”
3 Enter the password
Enter the “password” indicated on the Voting Rights Exercise Form, create a “new password,” then click “登録(Register).”
The preparations are now complete. Please follow the instructions on the screen and enter your vote for or against.
Notes: Any communication fees, etc., incurred when using the website for exercising voting rights shall be borneby the shareholder.
The website for exercising voting rights may not be available depending on the Internet environment, theservice you subscribe to, or the device model you are using.
Inquiries about the system, etc.:
Stock Transfer Agency Web Support
Sumitomo Mitsui Trust Bank, Limited
Dedicated dial-in: 0120-652-031(Operating hours: 9:00 to 21:00 (JST))4

Reference Documents for the General Meeting of Shareholders
Proposal and References
Proposal No. 1: Dividends from Surplus
Regarding dividends from the Company’s surplus, the Company wishes to meet shareholders’ expectations
with dividends based on a dividend payout ratio of at least 40% on a consolidated basis, while taking into accountits current and future earnings status and financial position.
Despite loss attributable to owners of parent due to the posting of impairment loss in the Australia flour millingbusiness, in consideration of factors including its financial position, the Company proposes the year-end dividend
from the surplus for the fiscal year ended March 31, 2023, as detailed below. This will result in the annual dividend,consisting of the interim and year-end dividends, of ¥40 per share for the fiscal year ended March 31, 2023, an
increase of ¥1 from the previous fiscal year.
If this proposal is approved, the Company will achieve an increase in dividends for ten consecutive fiscal years
since the fiscal year ended March 31, 2014, in which an actual increase in dividends was offered through a stock
split without making an adjustment to the dividend per share.
(1) Type of dividend
Cash(2) Matters related to the allocation of dividend and total amount thereof¥21 per share of the Company’s common stock
Total amount of dividends: ¥6,247,988,082(3) Effective date of dividend payment
June 29, 2023

5

Proposal No. 2: Election of Ten (10) Directors (Excluding Directors Who Are Members of the Audit &Supervisory Committee)
At the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all ten (10) Directors(excluding Directors who are members of the Audit & Supervisory Committee) will expire.
Therefore, we propose that ten (10) Directors (excluding Directors who are members of the Audit &Supervisory Committee) be elected. The Audit & Supervisory Committee has considered this proposal andexpressed its opinion that there are no particular matters to be stated.
The candidates for Directors (excluding Directors who are members of the Audit & Supervisory Committee)
are as follows.
Current Position and
Attendance at meetings of theNo.
Name
Responsibility in the Company Board of Directors (Times)
Director and President,
1
Kenji Takihara
Renomination
Division Executive (Corporate
10/10 (100%)
Planning Division)
Director, Senior Managing
Executive Officer, Division
Executive (General
2
Naoto Masujima
Renomination
Administration Division) and13/13 (100%)
Division Executive (Human
Resources and Labor
Relations Division)
3

Takao Yamada

Renomination

Director and Senior Managing
Executive Officer

13/13 (100%)

4

Koichi Iwasaki

Renomination

Director and Managing
Executive Officer

13/13 (100%)5Kazuhiko Fushiya

Renomination
Outside Director
Director
Independent Director

13/13 (100%)6Motoo Nagai

Renomination
Outside Director
Director
Independent Director

12/13 (92.3%)

7

Nobuhiro Endo

8

Yasuo Ito

9Eiichi Suzuki

10Takahiko Iwahashi

Renomination
Outside Director
Director
Independent Director
Managing Executive Officer
and Division Executive (R&D
New candidate
and Quality Assurance
Division)
Executive Officer andNew candidate
Division Executive (Financeand Accounting Division)
New candidate

Managing Executive Officer

10/10 (100%)

—

—

—

Note: Attendance information for Mr. Kenji Takihara and Mr. Nobuhiro Endo only includes meetings of the Board of Directors held
since their appointments on June 28, 2022.

6

No.

Name
(Date of Birth)

Joined the Company
Director, Nisshin Flour Milling Inc.
Executive Officer
Director
Managing Executive Officer
Managing Director, Nisshin Flour Milling
Inc.
June 2021
Senior Managing Director, Nisshin Flour
Kenji Takihara
Milling Inc.
(February 3, 1966)
June 2022
Director and President
Director and Chairman, Nisshin Flour
Milling Inc. (to the present)
April 2023
Director and President, Division Executive(Corporate Planning Division) (to thepresent)[Director and Chairman, Nisshin Flour Milling Inc.]
Reason for selecting the candidate for Director
Renomination

1

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

Number of theCompany’s
Shares Held

April 1988
June 2013
June 2016
June 2017
June 2019

42,160 shares

The Company selected Mr. Kenji Takihara as candidate for Director as he has a wealth of experience andexcellent track record in the flour milling business 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 of corporate value.

7

No.

Name
(Date of Birth)

Joined the Company
Executive Officer, GS (Globalization) of
Corporate Planning Division and General
Manager (China Business Development
Office of Corporate Planning Division)
June 2015
Director, General Manager (Corporate
Planning Department) and Division
Executive (Overseas Business Division),
Nisshin Flour Milling Inc.
June 2016
Managing Director, General Manager(Corporate Planning Department) andDivision Executive (Overseas Business
Division), Nisshin Flour Milling Inc.
June 2017
Director and Division Executive (General
Administration Division)
Naoto Masujima
Managing Executive Officer and Division(September 11, 1960) June 2019
Executive (General Administration
Division)
June 2021
Director, Managing Executive Officer andDivision Executive (General Administration
Division)
June 2022
Director, Senior Managing Executive
Officer and Division Executive (General
Administration Division)
June 2023
Director, Senior Managing Executive
Officer, Division Executive (General
Administration Division) and Division
Executive (Human Resources and Labor
Relations Division) (to the present)
Reason for selecting the candidate for Director
Renomination2

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

Number of theCompany’s
Shares Held

April 1983
June 2014

33,981 shares

The Company selected Mr. Naoto Masujima as candidate for Director as he has a wealth of experience andexcellent track record in the areas including general administration, human resources, corporate planningand overseas business, and thus is considered to possess the requisite skills and qualities for the Company
to pursue sustainable growth and medium- to long-term enhancement of corporate value.

8

No.

Name
(Date of Birth)

Joined the Company
Director and General Manager (Tokyo
Sales Department), Nisshin Flour Milling
Inc.
June 2012
Executive Officer
June 2013
Director
Managing Director and Division Executive(Sales Division), Nisshin Flour Milling Inc.
April 2015
Senior Managing Director and Division
Takao Yamada
Executive (Sales Division), Nisshin Flour(September 27, 1960)
Milling Inc.
April 2017
Director and President, Nisshin Flour
Milling Inc. (to the present)
June 2019
Director and Managing Executive Officer
June 2022
Director and Senior Managing Executive
Officer (to the present)[Director and President (Representative Director), Nisshin Flour
Milling Inc.]
Reason for selecting the candidate for Director
Renomination

3

4

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

Number of theCompany’s
Shares Held

April 1983
June 2011

41,796 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 1980
Joined the Company
June 2012
Director
Director and President, Nisshin Foods Inc.
June 2014
Managing Director
June 2015
Director, Tokatsu Foods Co., Ltd.
June 2017
Executive Officer
Director and Vice Chairman, Tokatsu
Foods Co., Ltd.
June 2019
Director, Managing Executive Officer andDivision Executive (Business Development
Division)
67,800 shares
Koichi Iwasaki(September 12, 1956) July 2019
Director and Chairman, Tokatsu Foods Co.,
Ltd. (to the present)
July 2022
Director and Managing Executive Officer(to the present)
Director and President, Nisshin Seifun
Delica Frontier Inc. (to the present)[Director and President (Representative Director), Nisshin Seifun
Delica Frontier Inc.][Director and Chairman (Representative Director), Tokatsu Foods
Co., Ltd.]
Reason for selecting the candidate for Director
The Company selected Mr. Koichi Iwasaki as candidate for Director as he has a wealth of experience andexcellent track record in management of the prepared dishes and other prepared foods business, as well asprocessed food business, and thus is considered to possess the requisite skills and qualities for the Company
to pursue sustainable growth and medium- to long-term enhancement of corporate value.

9

No.

Name
(Date of Birth)6

Number of theCompany’s
Shares Held

Joined the Ministry of FinanceCommissioner, National Tax Agency
Deputy Governor, National Life FinanceCorporation
July 2002
Assistant Chief Cabinet Secretary
January 2006
Commissioner, Board of Audit of Japan
6,000 shares
February 2008
Commissioner (President), Board of Audit
Kazuhiko Fushiya
of Japan(January 26, 1944)
January 2009RetiredJune 2009
Audit & Supervisory Board Member
June 2015
Director (to the present)[Chairman, The Institute of Internal Auditors - Japan]
Reason for selecting the candidate for Outside Director and a summary of the expected role
Renomination
Outside Director
Independent Director

5Career Summary, Position and Responsibility in the Company[Significant Positions Concurrently Held]
April 1967
July 1999
July 2001

The Company selected Mr. Kazuhiko Fushiya as candidate for Outside Director as he currently provides
appropriate advice and supervision over the Company’s business execution, based on a wealth of experienceand high-level expertise gained through his career in the Ministry of Finance and other governmentalorganizations where he held important positions, and thus is hoped to continue to fulfill the aforementioned
expected role, as the Company pursues sustainable growth and medium- to long-term enhancement of its
corporate value. Although Mr. Fushiya has no experience in participating directly in corporate management,
except by serving as Outside Director or Outside Audit & Supervisory Board Member, he is believed, forthe aforementioned reasons, to be capable of adequately fulfilling the duties of Outside Director.
Renomination
April 1977
Joined Industrial Bank of Japan, Limited
Outside Director
April 2005
Executive Officer, Mizuho Corporate
Independent Director
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 1,400 shares
Executive Officer, Mizuho Trust &Motoo Nagai
Banking Co., Ltd.
(March 4, 1954)
April 2014
Commissioner, Mizuho Trust & Banking
Co., Ltd.
June 2014
Retired as Commissioner, Mizuho Trust &Banking Co., Ltd.
June 2015
Audit & Supervisory Board Member
June 2019
Director (to the present)[Outside Director, Nissan Motor Co., Ltd.][Outside Director, Organo Corporation]
Reason for selecting the candidate for Outside Director and a summary of the expected role
The Company selected Mr. Motoo Nagai as candidate for Outside Director as he currently provides
appropriate advice and supervision over the Company’s business execution, based on his wealth ofexperience and broad-based insight gained through management of financial institutions, and thus is hoped
to continue to fulfill the aforementioned expected role, as the Company pursues sustainable growth andmedium- to long-term enhancement of its corporate value.

10

No.

Name
(Date of Birth)8

Number of theCompany’s
Shares Held

Joined NEC Corporation
Senior Vice President and Executive
General Manager (Mobile Network
Operations Unit), NEC Corporation
April 2009
Executive Vice President, NEC Corporation
June 2009
Executive Vice President and Member ofthe Board, NEC Corporation
April 2010
President (Representative Director), NEC
Corporation
April 2016
Chairman of the Board (Representative
Director),
NEC Corporation
Nobuhiro Endo
June
2019
Chairmanof the Board, NEC Corporation(November 8, 1953)
June 2022
Executive Advisor, NEC Corporation (tothe present)
Director (to the present)[Executive Advisor, NEC Corporation][Outside Director, Japan Exchange Group, Inc.][Outside Director, Sumitomo Pharma Co., Ltd.][Outside Director, Tokio Marine Holdings, Inc.][Vice Chair, KEIDANREN (Japan Business Federation)]
Reason for selecting the candidate for Outside Director and a summary of the expected role
Renomination
Outside Director
Independent Director

7

Career Summary, Position and Responsibility in the Company[Significant Positions Concurrently Held]
April 1981
April 2006

400 shares

The Company selected Mr. Nobuhiro Endo 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 hoped to continue to fulfill theaforementioned expected role, as the Company pursues sustainable growth and medium- to long-term
enhancement of its corporate value.
New candidate
April 1982
Joined the Company
June 2010
Director and General Manager (Quality
Assurance Department), Nisshin Flour
Milling Inc.
April 2012
Executive Officer and Assistant Division
Executive (R&D and Quality Assurance
Division)
June 2012
Executive Officer and General Manager(Quality Assurance Department of R&D
and Quality Assurance Division)
June 2013
Director, Nisshin Foods Inc.
June 2016
Executive Officer, Deputy Division
52,710 shares
Yasuo Ito
Executive (R&D and Quality Assurance(September 16, 1958)
Division) and General Manager (Quality
Assurance Department of R&D and Quality
Assurance Division)
Managing Director, Nisshin Foods Inc.
June 2017
Executive Officer, Deputy Division
Executive (R&D and Quality Assurance
Division)
June 2020
Managing Executive Officer, Division
Executive (R&D and Quality Assurance
Division) (to the present)
Reason for selecting the candidate for Director
The Company selected Mr. Yasuo Ito as candidate for Director as he has a wealth of experience andexcellent track record in the areas including research and development as well as quality assurance, andthus is considered to possess the requisite skills and qualities for the Company to pursue sustainable growthand medium- to long-term enhancement of corporate value.

11

No.

Name
(Date of Birth)

Joined the Company
General Manager (Accounting Departmentof Finance and Accounting Division)
June 2019
Executive Officer and General Manager(Accounting Department of Finance andEiichi Suzuki
Accounting Division)(March 3, 1964)
June 2020
Executive Officer and Division Executive(Finance and Accounting Division) (to thepresent)
Reason for selecting the candidate for Director
New candidate

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

Number of theCompany’s
Shares Held

April 1987
June 2013

5,700 shares

The Company selected Mr. Eiichi Suzuki as candidate for Director as he has a wealth of experience andexcellent track record in the areas including finance and accounting, 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.
New candidate
April 1987
Joined the Company
June 2013
Director and General Manager (R&D
Division), Nisshin Foods Inc.
April 2014
Director and General Manger (Processed
Foods Division), Nisshin Foods Inc.
June 2015
Executive Officer
June 2018
Managing Director and General Manager(Processed Foods Division), Nisshin Foods
Inc.
June 2019
Managing Executive Officer (to the present)
June 2020
Managing Director and General Manager(Product Management Division), Nisshin
30,816 shares
Foods Inc.
Takahiko Iwahashi
June 2021
Senior Managing Director and General(October 6, 1964)
Manager (Product Management Division),
10
Nisshin Foods Inc.
January 2022
Senior Managing Director and General
Manager (Product Management Division),
Nisshin Seifun Welna Inc.
June 2022
Senior Managing Director, Nisshin Seifun
Welna Inc.
April 2023
Director and President, Nisshin Seifun
Welna Inc. (to the present)[Director and President (Representative Director), Nisshin Seifun
Welna Inc.]
Reason for selecting the candidate for Director
The Company selected Mr. Takahiko Iwahashi as candidate for Director as he has a wealth of experienceand excellent track record in the processed 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 enhancementof corporate value.
Notes: 1. No actual conflict of interest exists between the Company and any of the above candidates.
2. Under the provision of Article 427, Paragraph 1 of the Companies Act, the Company has concluded liability limitationagreements with Mr. Kazuhiko Fushiya, Mr. Motoo Nagai, and Mr. Nobuhiro Endo 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.
3. The Company has entered into a directors and officers liability insurance contract with an insurance company, as provided
in Article 430-3, Paragraph 1 of the Companies Act, insuring Directors, Audit & Supervisory Board Members, Executive
Officers, and important employees, etc. of the Company and its domestic subsidiaries, under which damages arising frominsureds’ liability borne from the performance of their duties, or from claims in pursuit of that liability, shall becompensated. If each candidate is elected and assumes office as a Director, each Director will be included as the insured
under this insurance contract. In addition, the Company plans to renew this insurance contract under similar conditions, atthe time of the next renewal.
124. Information on candidates for Outside Directors(1) Mr. Kazuhiko Fushiya, Mr. Motoo Nagai, and Mr. Nobuhiro Endo are candidates for Outside Directors. The Company
has selected them as Independent Directors due to their satisfying the “Independence Standards for Outside Directors,”
which are stipulated by the Company based on the criteria concerning independence set forth by the Tokyo Stock
Exchange, Inc. (and posted on the Company’s website (https://www.nisshin.com/uploads/governance_is.pdf)) with thenecessary notification provided thereto.
(2) Mr. Kazuhiko Fushiya is currently an Outside Director for the Company, whose term in office will be about eight 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.
(3) Mr. Motoo Nagai is currently an Outside Director for the Company, whose term in office will be about four years at thetime of the conclusion of this Ordinary General Meeting of Shareholders. Furthermore, he was an Outside Audit &Supervisory Board Member for the Company before his appointment as an Outside Director and so has been with theCompany for about eight years since his appointment as an Outside Audit & Supervisory Board Member.
(4) Mr. Nobuhiro Endo 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.
(5) Mr. Motoo Nagai is scheduled to retire from the office of Outside Director of Organo Corporation at the conclusion of
its ordinary general meeting of shareholders to be held in June 2023.
(6) 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
directives on December 19, 2018 from the Ministry of Land, Infrastructure, Transport and Tourism related to thecompany’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 the Commissioner of the Financial Services
Agency for making false disclosures regarding the director’s remuneration in annual securities reports submitted in past
years, etc. Due to such false disclosures regarding the director’s remuneration, Nissan and two former directors of Nissanwere also indicted on charges of violating the Financial Instruments and Exchange Act (Crime of Submission of False
Annual Securities Report), and Nissan and one former director were convicted on March 3, 2022 (the judgment has been
confirmed for Nissan). Furthermore, a former director of Nissan was indicted on charges for violating the Companies Act(Crime of an Aggravated Breach of Trust). Mr. Motoo Nagai had not been aware of these issues until the underlying
causes for such matters became known. However, Mr. Motoo Nagai has regularly provided suggestions at meetings ofthe board of directors and other such meetings from the standpoint of compliance with laws and regulations, and after
becoming aware of these issues, he has appropriately fulfilled his duties by providing instructions regarding thoroughinvestigation and prevention of reoccurrence of such misconduct.
(7) Japan Post Insurance Co., Ltd., for which Mr. Nobuhiro Endo served as an outside director from June 2016 to June 2018,
received business suspension orders and process improvement orders from the Financial Services Agency on December
27, 2019, due to improper sales for insurance, etc., by the company. Mr. Nobuhiro Endo had not been aware of theunderlying causes for the orders while being in office. However, Mr. Nobuhiro Endo had been appropriately fulfilling
his duties by providing suggestions from the standpoint of compliance with laws and regulations regularly and ensuring
thorough awareness of compliance.
(8) Japan Exchange Group, Inc., for which Mr. Nobuhiro Endo serves as an outside director, received a process improvement
orders from the Financial Services Agency on November 30, 2020, in response to a failure that occurred on October 1,
2020, in the stock trading system of its subsidiary, the Tokyo Stock Exchange, Inc. (hereinafter referred to as the “TSE”),
and the resulting all-day trading halt on the TSE, citing deficiencies in the settings of the automatic switching functionof the failed equipment and the TSE’s insufficient rules regarding the resumption of trading. Before the occurrence ofthe fact, Mr. Nobuhiro Endo had been providing suggestions at meetings of the company’s board of directors on how themarket should be operated to ensure stability and reliability as appropriate. After the occurrence of the fact, heappropriately fulfilled his duties as a member of the Investigation Committee established by the company, evaluating andmaking recommendations regarding the true cause of the failure, the appropriateness of pre- and post-response measures,and measures to prevent recurrence, as well as reporting at meetings of the company’s board of directors on the status
and results of the Committee’s investigation.

13

Proposal No. 3: Election of Three (3) Directors Who Are Members of the Audit & Supervisory Committee
At the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of three (3) Directors
who are members of the Audit & Supervisory Committee, Mr. Shoh Ohuchi, Mr. Satoshi Ito and Ms. Mieko Tomita,
will expire.
Therefore, we propose that three (3) Directors who are members of the Audit & Supervisory Committee beelected. Furthermore, we have received consent from the Audit & Supervisory Committee concerning this proposal.
The candidates for Directors who are members of the Audit & Supervisory Committee are as follows.
Current Position and
Attendance at meetings of theNo.
Name
Responsibility in the Company Board of Directors (Times)
Director (Full-time Audit &1
Shoh Ohuchi
Renomination
Supervisory Committee
13/13 (100%)
Member)Renomination
Director (Audit & Supervisory2
Mieko Tomita
Outside Director
12/13 (92.3%)
Committee Member)
Independent Director
3

Hiroto Kaneko

New candidate
Outside Director
Independent Director

—

14

—

No.

Name
(Date of Birth)

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

Number of theCompany’s
Shares Held

Joined the Company
General Manager (Finance Department of
Finance and Accounting Division)
June 2015
Executive Officer and General Manager
Shoh Ohuchi
19,740 shares(Finance Department of Finance andAccounting
Division)(February 13, 1961)
June 2018
Audit & Supervisory Board Member
June 2019
Director (Full-time Audit & Supervisory1
Committee Member) (to the present)
Reason for selecting the candidate for Director who is a member of the Audit & Supervisory Committee
Renomination

April 1983
June 2014

The Company selected Mr. Shoh Ohuchi as candidate for Director who is a member of the Audit &Supervisory Committee, as he has been diligently performing auditing and supervising duties as a Director
who is a member of the Audit & Supervisory Committee, drawing on his wealth of experience and excellent
track record in accounting, finance, and auditing, and thus is considered to qualify for the office of Audit &Supervisory Committee Member in charge of auditing and supervising the Company’s operational execution
from an objective standpoint.
Renomination
April 1980
Qualified as an attorney
Outside Director
Joined Nishi and Iseki Law Office
Independent Director(Currently Nishi & Partners Attorneys andCounselors at Law)
April 2001
Civil Conciliation Commissioner, Tokyo
District Court (to the present)
April 2017
Senior Partner, Nishi & Partners Attorneys
and Counselors at Law (to the present)
0 sharesJune
2019
Director(Audit & Supervisory Committee
Mieko Tomita
Member) (to the present)(August 15, 1954)[Attorney; Senior Partner, Nishi & Partners Attorneys andCounselors at Law]
[Outside Director (Audit & Supervisory Committee Member),
FANUC CORPORATION]
2[Outside Director, TEKKEN CORPORATION][Outside Auditor, TEPCO Power Grid, Incorporated]
Reason for selecting the candidate for Outside Director who is a member of the Audit & Supervisory
Committee and a summary of the expected role
The Company selected Ms. Mieko Tomita as candidate for Outside Director who is a member of the Audit& Supervisory Committee, as she has been diligently performing auditing and supervising duties as an
Outside Director who is a member of the Audit & Supervisory Committee, mainly from the viewpoint oflegal compliance, drawing on her high level of expertise as an attorney and her wealth of experience incorporate legal affairs, and thus is hoped to continue to fulfill the aforementioned expected role from an
objective standpoint. Although Ms. Tomita has no experience in participating directly in corporate
management, except by serving as Outside Director or Outside Audit & Supervisory Board Member, she isbelieved, for the aforementioned reasons, to be capable of adequately fulfilling the duties of Outside Director
who is a member of the Audit & Supervisory Committee.

15

Name
(Date of Birth)No.

New candidate
Outside Director
Independent Director

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

Number of theCompany’s
Shares Held

April 1980

Joined Arthur Andersen Accounting, Tokyo
officeMarch 1983
Qualified as a Certified Public Accountant
June 1988
Transferred to Arthur Andersen Germany,
Duesseldorf office
September 1999
Partner, Arthur Andersen (currently KPMG)
July 2000
Representative Partner, Asahi & Co.
(currently KPMG AZSA LLC)
0 shares
June 2005
Deputy General Manager, IFRS Division,
Hiroto Kaneko
KPMG AZSA LLC(February 26, 1957)
July 2015
Managing Director, KPMG AZSA LLC
July 2021
Proprietor, Hiroto Kaneko CPA Office (tothe present)[Certified Public Accountant, Proprietor, Hiroto Kaneko CPA
3
Office][Outside Director, H.I.S. Co., Ltd.]
Reason for selecting the candidate for Outside Director who is a member of the Audit & Supervisory
Committee and a summary of the expected role
The Company selected Mr. Hiroto Kaneko as candidate for Outside Director who is a member of the Audit& Supervisory Committee, as he has a wealth of auditing experience as a certified public accountant andhigh-level expertise in domestic and international finance and accounting, and is thus considered to qualify
for the office of Audit & Supervisory Committee Member in charge of auditing and supervising theCompany's operational execution based on his expertise and experience, thus is hoped to fulfill theaforementioned expected role from an objective standpoint in order to strengthen the Company’s governanceand risk management. Although Mr. Kaneko has no experience in participating directly in corporate
management, except by serving as Outside Director, he is believed, for the aforementioned reasons, to becapable of adequately fulfilling the duties of Outside Director who is a member of the Audit & Supervisory
Committee.
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. Shoh Ohuchi and Ms. Mieko Tomita which limit the amount of liability for damages set forth in
Article 423, Paragraph 1 thereof, to the sum of the amount set forth in each item of Article 425, Paragraph 1 thereof,
provided that their duties are performed in good faith and without gross negligence on their parts.
3. Under the provision of Article 427, Paragraph 1 of the Companies Act, the Company is planning to conclude a liability
limitation agreement with Mr. Hiroto Kaneko which limits the amount of liability for damages set forth in Article 423,
Paragraph 1 thereof, to the sum of the amount set forth in each item of Article 425, Paragraph 1 thereof, provided that his
duties are performed in good faith and without gross negligence on his part.
4. The Company has entered into a directors and officers liability insurance contract with an insurance company, as provided
in Article 430-3, Paragraph 1 of the Companies Act, insuring Directors, Audit & Supervisory Board Members, Executive
Officers, and important employees, etc. of the Company and its domestic subsidiaries, under which damages arising frominsureds’ liability borne from the performance of their duties, or from claims in pursuit of that liability, shall becompensated. If each candidate is elected and assumes office as a Director who is a member of the Audit & Supervisory
Committee, each Director will be included as the insured under this insurance contract. In addition, the Company plans torenew this insurance contract under similar conditions, at the time of the next renewal.
5. Information on candidates for Outside Directors who are members of the Audit & Supervisory Committee(1) Ms. Mieko Tomita and Mr. Hiroto Kaneko 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 stipulatedby the Company based on the criteria concerning independece set forth by the Tokyo Stock Exchange, Inc. (and postedon the Company’s website (https://www.nisshin.com/uploads/governance_is.pdf)) and has provided the necessary
notification thereto.
(2) Ms. Mieko Tomita is currently an Outside Director who is a member of the Audit & Supervisory Committee for theCompany, whose term in office will be about four years at the time of the conclusion of this Ordinary General Meetingof Shareholders.

End

16

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

Name

Kenji Takihara

Corporate
management
andmanagement
strategy

Global

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



Naoto Masujima
Yasuo Ito

Eiichi Suzuki





























Takao Yamada











Koichi Iwasaki











Takahiko Iwahashi













Kazuhiko Fushiya







Motoo Nagai



Nobuhiro Endo

Mieko Tomita
Takaharu Ando

Hiroto Kaneko









Shoh Ohuchi
















17



Business Report(From April 1, 2022 to March 31, 2023)

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, 2023, the Japanese economy achieved a gradual turnaround as measures
to prevent infection and social and economic activities gained ground despite a resurgence in COVID-19
domestically. The future, however, remains shrouded in uncertainty, with the corporate goods price index in Japan
climbing to historic highs due to a range of factors, among them, soaring prices for raw materials, rising energy
prices, and the devaluation of the yen in currency markets.
Under these conditions, the Group strives to fulfill its corporate mission of ensuring a stable supply of foods
involving wheat flour and the delivery of safe and reliable products in each business area. At the same time, theGroup responded to food inflation and cost inflation, two of its highest priority issues, through actions targetingthe development and sale of reasonably priced and value-added products, in parallel with a move to shift cost
increases into more appropriate pricing.
In October 2022, the Group formulated the “Nisshin Seifun Group Medium-Term Management Plan 2026,” aplan for making social contributions through business and realizing sustained growth as a food-centeredenterprise. Addressing environmental issues connected to social sustainability and utilizing digital technologies
are crucial to the Group’s own sustainable growth, and are becoming even more important. Given these changes
in the business environment, the Group is promoting management for realizing its vision driven by three basic
policies—“Stimulate the Group’s ability to grow by restructuring the business portfolio,” “Enhance management
by clarifying our business’ relationships toward our stakeholders,” and “Integrate ESG into management strategy,
implement by adapting to social trends.”
As part of this effort, in January 2023, Nisshin Flour Milling Inc., the Group’s flour milling business subsidiary,acquired 85% of the issued shares of Kumamoto Flour Milling Co., Ltd., in a move aimed at strengthening thecompetitiveness of the domestic flour milling business.
Meanwhile, in March 2023, the decision was reached to expand the new production line at the Saginaw Plant
of Miller Milling Company, LLC, a U.S.-based subsidiary in the flour milling business, in a move that willaugment production capacity at the plant by roughly 40%.
Additionally, at Nisshin Seifun Welna Inc., a subsidiary in the processed food business, the Group unveiled
advertising measures designed to boost brand recognition.
With respect to performance, consolidated net sales for the fiscal year ended March 31, 2023, increased 17.5%
year on year to ¥798,681 million. Factors driving growth included enactment of price revisions for wheat flour inthe flour milling business in Japan in step with wheat price revisions, coupled with increased wheat market prices
and foreign currency translation effects in the overseas flour milling business. In terms of profits, operating profit
increased 11.6% year on year to ¥32,831 million. In addition to lower shipments of processed foods and raw
materials for pharmaceuticals in the processed food segment, performance was impacted by the inability to enact
product price revisions that kept pace with higher-than-anticipated increases in costs for raw materials andingredients, as well as expenses for the launch of a yeast business in India. These effects were countered, however,by firm sales prices for bran in the flour milling business in Japan, and favorable performance in the overseas
flour milling business, as well as a decrease in the amortization of goodwill accompanying an impairment loss
for the Australia flour milling business. Ordinary profit was up 1.3% to ¥33,051 million, lifted by growth inoperating profit despite a decline in the share of profit of entities accounted for using equity method. In the second
quarter, the Group recorded an impairment loss for non-current assets, including goodwill for the Australia flour
milling business. This outcome resulted from the decision to depart from the initial business plan and develop a
new one following serious reexamination of business plan feasibility in Australia in light of market changes andsupply chain turmoil caused by measures to combat the COVID-19 pandemic, as well as the state of high prices
in the markets for natural resources and grain triggered by the situation in Ukraine. As a result, for profit
attributable to owners of parent, the Group posted a loss of ¥10,381 million, despite recording profit on the saleof shares held for cross-shareholding purposes in the third and fourth quarters.
With respect to dividends, despite the loss recorded due to an impairment loss for the Australia flour millingbusiness, after consideration of its financial condition, coupled with a commitment to a greater return of profit toshareholders, the Company plans to pay a full-year dividend of ¥40 per share, up ¥1 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 strengthen its
18

business foundations in overseas markets as well.
In new product development, the Group continued to develop high-value-added products that are novel andunique, while also focusing on new market development.
Moreover, in order to deliver high-quality, safe and reliable products, the Group strove for further improvement
and enhancement of its quality control systems.
The following is a review of operations by business segment of the Group.
Flour Milling Segment
Percentage of net sales: 52.6%
Net sales: ¥419,782 million
In the flour milling business in Japan, shipments were lower year on year due mainly to effects from a decrease indemand due to product price revisions. This outcome came despite progress on initiatives to expand sales amid an
ongoing recovery in restaurant dining demand due largely to increased foot traffic following the elimination ofpandemic-related behavior restrictions. In June 2022, we implemented price revisions for commercial wheat flour in
response to revised government prices for five classes of imported wheat enacted in April 2022. On average, thegovernment’s price for imported wheat rose 17.3%. Commercial wheat flour prices, meanwhile, were left unchanged
since then, tracking the lack of movement in government prices due to emergency price countermeasures instituted by
the Japanese government in October 2022.
In the overseas flour milling business, sales were sharply higher year on year mainly due to robust shipment
performance, as well as the effects of rising wheat market prices, coupled with foreign currency translation effects.
As a result, net sales of the Flour Milling Segment increased 33.9% year on year to ¥419,782 million. Operating
profit climbed 105.2% to ¥17,618 million despite lower shipments, rising energy prices, and higher distribution
costs in the flour milling business in Japan. This outcome reflected benefits mainly from firm sales prices for bran,
a byproduct from the flour milling business in Japan, and favorable year-on-year performance improvement in
the overseas flour milling business, along with a decrease in amortization of goodwill from the reporting of an
impairment loss for the flour milling business in Australia.
Processed Food Segment
Percentage of net sales: 23.5%
Net sales: ¥187,988 million
In the processed food business, sales were higher year on year. In tandem with product price revisions enacted
for products in Japan from July 2022 in line with rising costs for raw materials, we developed and launchedreasonably priced products and value-added products responsive to changing consumer needs. Growth also
benefited from product price revisions and foreign currency translation effects overseas.
In the yeast and biotechnology business, sales were up year on year, reflecting price revisions for yeast enacted
in July and November 2022 in Japan, in response to soaring raw material prices and energy costs, coupled withthe start of full-scale operations at the yeast business in India in August 2022 overseas.
In the healthcare foods business, sales were lower year on year due to lower shipments of raw materials forpharmaceuticals.
As a result, net sales of the Processed Food Segment increased 2.7% year on year to ¥187,988 million.
Operating profit, however, declined 51.4% to ¥6,037 million. In addition to lower shipments of processed foods
and raw materials for pharmaceuticals, performance was impacted by the inability to enact product price revisions
in step with higher-than-anticipated increases in the cost of raw materials, as well as expenses incurred in the
launch of the yeast business in India.
Prepared Dishes and Other Prepared Foods Segment
Percentage of net sales: 18.5%
Net sales: ¥147,487 million
In the prepared dishes and other prepared foods business, sales of value-added products were higher year on
year, amid a recovery in demand particularly at convenience stores (a key business sector) as the flow of people
has rebounded with the elimination of pandemic-related behavior restrictions.
As a result, net sales of the Prepared Dishes and Other Prepared Foods Segment increased 6.6% year on yearto ¥147,487 million, and operating profit increased 4.5% to ¥3,284 million.
Meanwhile, Nisshin Seifun Delica Frontier Inc. was established as an intermediate holding company
responsible for the Prepared Dishes and Other Prepared Foods Segment in July 2022, in a move designed tostrengthen the organizational structure for shaping this growth field into a core business.

19

Others Segment
Percentage of net sales: 5.4%
Net sales: ¥43,423 million
In the engineering business, sales were lower year on year, reflecting a decline in large-scale projects inmainstay plant engineering operations.
In the mesh cloths business, sales rose year on year atop increased shipments of screen printing materials forsolar panels.
As a result, net sales of the Others Segment decreased 3.2% year on year to ¥43,423 million, while operating
profit increased 11.4% to ¥5,746 million. Profit growth came atop improved profitability from extensive
construction cost management in the engineering business, coupled with effects from higher sales in the meshcloths business.
On a side note, to better meet growing demand from the automotive industry, the decision to expand a forming
filter plant at the Thailand-based subsidiary of the mesh cloths business was reached in December 2022.
(2) Issues to be Addressed[1] Basic Management Policy
Since our establishment in 1900, the Group has contributed to society through business activities and continued
to grow as an integral part of the food industry under the corporate principle of “contributing to a healthy andfruitful life for all” which is founded on the guiding philosophies of “the basis of business is built on trust” andto be “in tune with the changing business climate.” Each of our Group companies endeavors to always develop
and 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 will contribute to the realization of a sustainable society while aiming to develop as a corporategroup blessed with ongoing active support from each of our various stakeholders including shareholders,customers, business partners, employees, and society. We will achieve this by pursuing sustainability management
in a manner that develops a strong link between our business strategies and actions for the environment (E) andsociety (S) while enhancing governance (G), which serves as a discipline to improve corporate value.
[2] Medium- to Long-term Management Strategies and Target Indicators
The Group is working toward achieving its five-year medium-term management plan, “Nisshin Seifun Group
Medium-Term Management Plan 2026” (from the fiscal year ended March 31, 2023 through the fiscal year ending
March 31, 2027). The three basic policies of this management plan are: “Stimulate the Group’s ability to grow by
restructuring the business portfolio,” “Enhance management by clarifying our business’ relationships toward our
stakeholders,” and “Integrate ESG into management strategy, implement by adapting to social trends.” We will
engage in active strategic investment, and for the fiscal year ending March 31, 2027, the final year of the plan,we aim to achieve net sales of ¥900,000 million, operating profit of ¥48,000 million, earnings per share (EPS) of¥110 as numerical targets, and ongoing EPS growth, thereby providing shareholders with appropriate total
shareholder returns (TSR).
 Overview of the “Nisshin Seifun Group Medium-Term Management Plan 2026” (the fiscal year ended March
31, 2023 to the fiscal year ending March 31, 2027)<Numerical Targets>(Base year)
FY2027 Targets
5-year CAGR*
FY2022 Results
Net sales¥900,000 million
5.8%¥679,700 million
10.3%
Operating profit¥48,000 million¥29,400 million
Operating profit margin
5.3%
―
4.3%
EPS
¥110
13.3%
¥59
ROE
7.0%
―
4.0%
* Compound annual growth rate
<Basic policy>
1. Stimulate the Group’s Ability to Grow by Restructuring the Business Portfolio
The Group will further restructure its business portfolio in business areas where it can leverage its strengths,
such as the advanced technical capabilities and productivity developed through our over 120-year history andsolid sales foundation, which is backed by the trust of its customers. We will enhance the Group’s
20

competitiveness as a whole and in each business based on the four strategies (strategy to enhance businesscompetitiveness, R&D strategy, new business development and M&A strategy, and digital strategy).
1) Strategy to Enhance Business CompetitivenessWe will carry out business portfolio selection and concentration based on the criteria of “businesses that are or
can become the top in a certain business area (in terms of competitively significant areas).”2) R&D Strategy
We will define “food ingredients with health functions,” “processing technology for prepared dishes and otherprepared foods,” “food technology” and “automation” as the focused R&D areas to create circular growth thatsolves social issues through our business.
3) New Business Development and M&A Strategy
We will secure a competitive advantage in existing businesses, acquire and nurture businesses that will becomecore businesses following flour milling, processed foods, yeast, and prepared dishes and other prepared foods,
and promote new business development through M&A and collaboration with startups, etc., anticipating future
innovation in new areas such as food technology and functional ingredients.
4) Digital Strategy
We will proactively adopt digital technologies to dramatically improve productivity, change existing businessmodels, and create new business models to enhance our competitiveness. In addition, we will continuously
verify and review the system structure, strengthen resistance to cyberattacks, etc., and secure and develop
digital human resources.
[Key Topics in Strategy to Enhance Business Competitiveness]a) Continuation and Expansion of the Domestic Flour Milling, Processed Food, and Yeast Businesses asCore Businesses
We will leverage the strengths cultivated in each business, increase market share by providing new value,
and maintain reasonable prices. Also, we will secure a high level of profit by implementing cost
reductions of a different dimension, and play a central role in the Group going forward.
b)Growth Strategy for Overseas Business (“made and sold locally” model)
Led by a basic policy of proceeding with new investments after confirming that the Group’s strengths inJapan can be utilized, we will work on the following topics with the aim of driving profit growth.

Overseas flour milling business:

Results improvement in the Australia flour milling businessInitiatives to maintain and strengthen high profitability of the U.S.
flour milling business and other businesses

Overseas processed food business:

Consider future investments (prepared mix products, pasta, pastasauces, frozen foods)
Promote local sales of processed foods for Japan that utilize overseas
production sites

India yeast business:

Achieve profit growth through smooth launching and reaching fullproduction capacityc)Growth Strategies for Prepared Dishes and Other Prepared Foods BusinessWe plan to secure the cost competitiveness that will enable us to outperform our competitors, centeredon our intermediate holding company Nisshin Seifun Delica Frontier Inc., which we established to oversee
our business. Furthermore, we will aim for the expansion of sales of the Group as a whole, backed by our
food-related development capabilities, including our wheat flour, prepared mix products, and pasta,through collaboration between the flour milling and the processed foods businesses.

d)Business Direction of Healthcare Foods and Biotechnology Businesses
We aim to achieve growth in healthcare foods and biotechnology businesses through synergies between
personal nutrition (proposals of health foods and other products for individual use), developed by thehealthcare foods business, and biomarkers (AGEs, etc.), developed by the biotechnology business.

e)

Business Direction of the Engineering and Mesh Cloths Businesses
Our engineering business (powder technologies and food plant construction technologies) and mesh cloths
21

business (mesh technology) possess high technical capabilities and knowledge on a global scale. Thesebusinesses will collaborate with external companies to achieve further business expansion and will alsocollaborate in the state-of-the-art electronic components market, the environmental market, and othermarkets where the technologies of the two businesses can be leveraged.
f)Taking on the Challenge of New Businesses
We will secure a competitive advantage in existing businesses, acquire and nurture new businesses thatwill become future core businesses, and promote new business development from a medium- to longterm perspective through M&A and collaboration with start-ups, etc., anticipating innovation in new areas
such as food technology and functional ingredients.

2. Enhance Management by Clarifying our Business’ Relationships toward our Stakeholders
We will recognize that the primary purpose of the Group’s corporate existence is the stable supply of food,including flour and flour-related products, as a staple food, and aim to be a company that respects all
stakeholders and is trusted around the world.
Shareholders:

Realize an appropriate total shareholder return (TSR) by enhancing our long-term
corporate value.
Customers:
Offer value that exceeds customer expectations in all aspects of products and services.
Employees:
Ensure appropriate compensation and working environment for employees and support inacquiring necessary skills.
Business partners: Engage with business partners in fair and impartial ways and with a sense of ethics andbecome equal partners.
Society:
Strive to work together with society and become an eco-friendly company.
3. Integrate ESG into Management Strategy, Implement by Adapting to Social Trends
We will seek for maximizing corporate value and proactively work for ESG issues by adapting to social
trends on the responsibilities of top management of individual businesses including the Company, the holding
company. Particularly, we will position E (environment) as the most important management priority in relation
to global sustainability.
<Capital Policy>
We will control our capital structure appropriately while maintaining a balance between capital efficiency
improvement and financial stability, taking into deep consideration our social responsibility to provide a stablesupply of staple foods including wheat flour. Regarding the operating cash flow and the cash generating from thesale of cross-shareholding stocks during the five years of the medium-term management plan, we willappropriately allocate these funds to future-oriented growth investment, sustainable investment, ordinary
investment in maintenance and updating, etc., and shareholder returns, etc.
The Group will follow a basic policy of stable distribution of profits from a long-term perspective, and maintaina dividend ratio of 40% or more on a consolidated basis. Although dividend levels will be determined based on
business results, we will always maintain an open mind with respect to increasing dividends.
Five-year cumulative cash-flow plan
Operating cash flow
Approx. ¥250 billion
Asset sales, utilization of interest-bearing debt, etc.

Growth investment, maintenance andrenewal investments
More than ¥220 billion(of which growth investment is ¥110 billion or more)
Shareholder returns[3] Management Environment and Issues to be Addressed
In the food industries in Japan and overseas, there is ongoing global food and cost inflation, as seen in thesoaring prices of grains and energy, which has a major impact on the business environment. From a medium- andlong-term perspective, the business environment is forecast to change significantly due to global warming, which
is closely tied to global sustainability, and heightened awareness of social issues such as human rights, along with
rapid advances in technological innovations of digital technologies, food technology, etc.
Under these circumstances, the Group will fulfil its social mission to secure the stable supply of foods involving
wheat flour, in order to contribute to society through business activities and continue to grow as an integral partof the food industry. In the fiscal year ending March 31, 2024, we will place top priorities on the stimulation of
the Group’s ability to grow by restructuring the business portfolio, food inflation countermeasures, the recoveryof the earnings by the Australia flour milling business, environmental policies, and digital strategies.
22

<Top Priorities for the fiscal year ending March 31, 2024>
1. Stimulate the Group’s Ability to Grow by Restructuring the Business Portfolio
The Group will work on the key topics of our strategies to enhance business competitiveness: “Continuationand expansion of the domestic flour milling, processed food, and yeast businesses as core businesses,”“Expanding profits in our prepared dishes and other prepared foods business and overseas business, which are
our growing businesses,” and “Growing our healthcare and biotechnology business, engineering business, meshcloths business, and new business.”
In our core businesses, we will invest as necessary to achieve profit growth. In our growth businesses, we will
accelerate our investment in markets with growth potential and restructure our business portfolio.
2. Food Inflation Countermeasures
In the fiscal year ended March 31, 2023, the Group placed a top priority on food inflation countermeasures dueto the situation in Ukraine. However, from April of this year, government’s price for imported wheat, the primary
ingredient used by the Group, will be raised. We will therefore continue to treat food inflation countermeasures
as a priority and maintain a keen sense of purposefulness as we tackle this issue.
3. Recovery of Earnings by the Australia Flour Milling BusinessWith respect to the Australia flour milling business, the COVID-19 pandemic, the situation in Ukraine, andother factors have changed the market environment, resulting in our recording of an impairment loss for thesecond quarter of the fiscal year ended March 31, 2023. In order to restore earnings, we will solidify our core
operational foundation based on our new business plan and implement four measures (continual cost reductions,sales growth in core products that leverage our strengths, selection of profitable markets, and branding), while
producing effects by revising prices and improving productivity. We will work towards increasing earnings by 42
million Australian dollars (*) in the fiscal year ending March 31, 2027 compared with levels of the fiscal year
ended March 31, 2022.
(*) Roughly ¥4,000 million (1 Australian dollar = ¥95). This does not include reductions in the amortization
burden for non-current assets, including goodwill, in conjunction with recording of impairment losses.
4. Environmental policies
The Group has set a long-term target of achieving net zero toward carbon neutrality at facilities owned by theGroup by the year 2050. As a milestone towards achieving that goal, we have set as a target the reduction of CO₂
emissions from facilities owned by the Group by 50% by the fiscal year ending March 31, 2031 (compared withthe level of the fiscal year ended March 31, 2014). To achieve this target, we must go beyond past efforts toactively reduce CO₂ emissions. Based on our roadmap, we will install energy-saving equipment and renewableenergy equipment to the maximum extent possible, and we will consider procuring energy through investment
and funding in off-site (non-Group) facilities.
5. Digital strategies
The Group has positioned digital strategies, which can play a major role in the survival of the fittest among
companies in the future, as key strategies to enhance business competitiveness. We will actively introduce digitaltechnologies, dramatically improve productivity, make changes to our existing business models, and create new
business models, therefore heightening our competitiveness. We will also continually verify and revise our system
structure, enhance our resistance to cyberattacks, etc., and promote the hiring and development of digital
personnel.
[4] Sustainability Approach and Measures
The Group has put its “Nisshin Seifun Group Corporate Code of Conduct and Employee Action Guidelines”
and “Nisshin Seifun Group CSR Principles” into practice to contribute to the realization of a sustainable society
and retain its status as a corporate entity that plays an essential role in society. It has also sought to put its corporate
principle, “contributing to a healthy and fruitful life for all,” into practice by creating social value through its
business.
To continue to develop sustainably as a Group, we must promote sustainability management predicated oncontributing to the environment and our society. From the perspectives of risks and opportunities, we identified
five “CSR priorities (materiality),” the social issues that should be primarily prioritized. The Group has positioned
them as one of its top management priorities, and is implementing sustainability initiatives on a Group-wide basis.
In addition, in order to address the increasingly important issue of business and human rights, the Group is
promoting human rights due diligence, as part of the implementation of the “Nisshin Seifun Group Human Rights
Policy,” which was established based on the United Nations Guiding Principles on Business and Human Rights.
We are working to identify issues in each of our businesses, consider and implement necessary countermeasures.
We will continue to strive to contribute to society through our business and to increase our corporate value.

23

CSR Priorities (materiality)
1. Provide Safe and Healthy Food and Responsible Consumer Communication<Key Topics>
 Ensuring food safety Contribution to healthy diets Responsible consumer communication
In order to ensure the delivery of safe and reliable products to customers, we have established a quality
assurance system that places the highest priority on quality assurance from the consumer’s perspective, and weare working to continuously improve and strengthen our product safety system, by obtaining and maintaining
international management system certification. We also actively collect relevant consumer administrative
information, as well as consumer opinions and needs to enhance our response. Furthermore, we are sharing
information with all related departments, from R&D to production and sales, and using it to create products witha customer-centric focus. We leverage the flour and flour processing technology knowledge accrued through theyears to develop products made with healthy flour-related ingredients (such as whole-wheat flour and flour bran),and provide a broad range of products and services that are delicious and contribute to people’s health. By doing
so, we aim to supply safe and healthy food.
2. Enable Secure and Sustainable Raw Material Procurement<Key Topics>
 Ensuring stable wheat procurement
 Sustainable raw material procurement
We are striving to ensure the stable and sustainable procurement of safe raw materials while taking into
consideration environmental issues and human rights throughout our supply chain in all of our businesses.
To accomplish this, based on our “Responsible Procurement Policy” and “Supplier Guidelines,” we will workwith our business partners to promote responsible procurement based on fair and ethical transactions. We areworking to understand the origin of raw materials at home and abroad, striving to ensure food security throughstable procurement of wheat and other raw materials.
3. Efficiently Handle Product and Packaging Waste<Key Topics> Reducing food waste Reducing packaging waste
The Group is working to effectively use resources in order to establish a recycling-oriented society, and taking
steps to reduce food loss throughout our supply chain and the amount of packaging materials used for our products.
We are reducing our usage of fossil fuel-derived plastics and using biomass products, improving recyclability,
and taking other steps to promote environmentally-conscious product creation.
We have set as targets for the fiscal year ending March 31, 2031, for the Group companies in Japan the reductionof food loss, from ingredient procurement to customer delivery, by 50% or more compared with the level of the
fiscal year ended March 31, 2017 (compared with the fiscal year ended March 31, 2020 for Initio Foods Inc.,
Joyous Foods Co., Ltd., and Tokatsu Foods Co., Ltd.) and the reduction of fossil fuel-derived plastics used inpackaging by 25% or more compared with the fiscal year ended March 31, 2020.
4. Address Climate Change and Water Resource Issues<Key Topics> Climate change adaptation and mitigation
 Water resource conservation
In response to the impact of climate change, we are working toward our targets of achieving reduction of CO₂
emissions from facilities owned by the Group to net zero by 2050 and a 50% reduction of CO₂ emissions by thefiscal year ending March 31, 2031, compared with the level of the fiscal year ended March 31, 2014. To achievethese targets, we are taking active steps such as introducing energy-saving equipment, improving production
efficiency, and increasing our use of solar power generation and other renewable energy.
In addition, we have prepared a CO₂ reduction roadmap for use of managing progress on and analyzing thefactors behind reductions every fiscal year. We also examine the timing, scale, and effectiveness of investments
across the Group, pursuing initiatives within our business strategy. Furthermore, we have introduced an internalcarbon pricing (ICP) system to determine the effect of reducing CO₂ emissions in terms of their economic value
as we implement reduction measures.
To address water resource issues, the Group is aiming to effectively use limited water resources through eachstage of the supply chain, along with our business partners. We have set a target for the fiscal year ending March
31, 2041 of reducing the amount of water used in plants per unit of production by 30% compared with the levelof the fiscal year ended March 31, 2022.
24

[Information disclosure based on the recommendations of the Task Force on Climate-related Financial Disclosures(TCFD)]In 2021, the Group endorsed the recommendations of the TCFD and participated in the TCFD Consortium. We
have performed scenario analyses of the impact of climate change on the Group based on the TCFD Framework.
5. Provide Working Environments that are Healthy and Fulfilling<Key Topics>
 Cultivation of human resources Employee working environments and health Respect for diversity
We aim to develop human resources who will lead new challenges and transformation in order to enhance ourability to execute our management strategies. To accomplish this, we conduct various training programs, including
the “Business Manager Development Program,” “DX Core Human Resources Training,” and the “Global
Business Skill Training.”
Furthermore, we are promoting health management with the President at the top, by strengthening measures toprevent occupational accidents among our employees, and also by focusing on mental healthcare and healthpromotion, in order to realize healthy and lively work. In the fiscal year ended March 31, 2023, we were certified
for the third consecutive year as a Certified Health & Productivity Management Outstanding Organization (White
500), under the certification system established by the Ministry of Economy, Trade and Industry.
In addition, these changing times have increased the importance of management that respects diversity. As wellas promoting diversity and inclusion, including women’s empowerment and revising our system to enable flexible
work styles, we are carrying out various initiatives such as lectures and training to build a corporate culture inwhich all people respect each other.
The Group will steadily tackle the above challenges and ensure the further development of the Group. Our
shareholders’ continued support is greatly appreciated.
(3) Consolidated Business Results and Summary of Assets of the Group(Millions of yen unless otherwise noted)
179th
Fiscal term
176th
177th
178th
FY2023Fiscal Years ended March 31
FY2020
FY2021
FY2022(Current)
Net sales
712,180
679,495
679,736
798,681
Ordinary profit
31,43429,88632,62633,051
Profit (loss) attributable to22,407
19,011
17,509(10,381)owners of parent
Earnings (loss) per share (¥)
75.40
63.95
58.88
(34.91)
Total assets
666,215
687,415723,073
713,874
Net assets
409,042444,774
460,643438,499
Note: The “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) andrelevant implementation guidance have been applied from the beginning of the 178th fiscal term.
(4) Capital Expenditures of the GroupThe capital expenditures for the fiscal year ended March 31, 2023 decreased ¥26 million from the previous fiscal
year to ¥18,657 million, based on actual expenditures.
The principal capital expenditures were made in the expansion of production capacity.
(5) Financing of the GroupThe Group did not raise major additional funds in terms of capital increases or bond issues during the fiscal year
ended March 31, 2023.

25

(6) Major Subsidiaries and Acquisition[1] Major Subsidiaries and Affiliates
CapitalStock¥ million
14,917
493

Share of
Voting Rights
%
100.0
85.0

Miller Milling Company, LLC
Allied Pinnacle Pty Ltd.

86
9,689

100.0
100.0

Nisshin Seifun Welna Inc.

5,006

100.0

Nisshin Seifun Premix Inc.

400

100.0

MaMa-Macaroni Co., Ltd.

350

69.4

Oriental Yeast Co., Ltd.

2,617

100.0

Nisshin Pharma Inc.

2,689

100.0

Nisshin Seifun Delica Frontier Inc.

100

100.0

Tokatsu Foods Co., Ltd.

100

100.0

Joyous Foods Co., Ltd.

50

85.1

Initio Foods Inc.

487

100.0

Nisshin Engineering Inc.

107

100.0

1,992

100.0

Company Name
(Subsidiaries)
Nisshin Flour Milling Inc.
Kumamoto Flour Milling Co., Ltd.

NBC Meshtec Inc.

Main Businesses
Production and sales of wheat flour
Production and sales of wheat flour,buckwheat flour, rice flour, and otherproducts
Production and sales of wheat flour
Production and sales of wheat flour,
prepared mix products, bakery-related
ingredients, and other products
Sales of pasta, wheat flour forhousehold use, frozen foods, and otherproducts; production and sales ofprepared mix products
Production and sales of prepared mix
products
Production and sales of pasta andfrozen foods
Production and sales of foodingredients for bread, etc., biochemical
products and other products; drug
discovery research support business
Production and sales of healthcare
foods, raw materials forpharmaceuticals, and other products
Support and administration for businessactivities of subsidiaries involved in the
prepared dishes and other preparedfoods segment
Production and sales of cooked foods
such as bento lunch boxes and otherprepared foods
Production and sales of prepared
noodle, and other products
Production and sales of prepared foods
and frozen foods; direct operation ofconcessions in department stores
Design, contracted construction andsupervision of food production
facilities, etc.; sales of machinery for
powder grinding
Production and sales of mesh cloths andforming filters(Affiliates)
Marubeni Nisshin Feed Co., Ltd.
5,500
40.0 Production and sales of compound feed
Notes:1. During the fiscal year ended March 31, 2023, Nisshin Seifun Delica Frontier Inc. was established throughcorporate separation.
2. During the fiscal year ended March 31, 2023, Nisshin Flour Milling Inc., a subsidiary of the Company,
acquired 85% of the issued shares of Kumamoto Flour Milling Co., Ltd. to convert it into a subsidiary.
3. The voting rights in Kumamoto Flour Milling Co., Ltd., Miller Milling Company, LLC, Allied Pinnacle
Pty Ltd., Nisshin Seifun Premix Inc., Tokatsu Foods Co., Ltd., Joyous Foods Co., Ltd., and Initio Foods
Inc. are held by subsidiaries of the Company. In addition, the voting rights in MaMa-Macaroni Co., Ltd.
are held by the Company and its subsidiaries.

26[2] Status of Significant Acquisition
In order to reinforce our organization and develop growing sectors into core operations, in July 2022, theCompany established Nisshin Seifun Delica Frontier Inc., an intermediate holding company that oversees the
prepared dishes and other prepared foods business, through corporate separation.
Nisshin Flour Milling Inc., a subsidiary of the Company, acquired 85% of the issued shares of Kumamoto
Flour Milling Co., Ltd. in January 2023 and converted it into a subsidiary, with the aim of enhancing costcompetitiveness through synergies and market adaptability and further strengthening businesscompetitiveness.
(7) Principal Businesses of the Group (As of March 31, 2023)
The following is a description of the businesses and their principal products, etc., of the Group. The Company,as the holding company, controls and manages the Group companies operating these businesses.
Business Segment
Principal Products, etc.
Flour Milling Segment
wheat flour, bran, and wheat flour-related products
Processed Food Segment
prepared mix products, wheat flour for household use, pasta, pasta sauce, frozen
foods, food ingredients for bread, etc., biochemical products, drug discovery
research support business, and healthcare foods
Prepared Dishes and Other
cooked foods such as bento lunch boxes, other prepared foods, and prepared
Prepared Foods Segment
noodles
Others Segment
design, supervision and contracted construction of facilities; mesh cloths(8) Principal Offices of the Group (As of March 31, 2023)[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)
Kumamoto Flour Milling Co., Ltd. Head Office (Kumamoto)
Fukuoka Plant (Fukuoka), Kumamoto Plant (Kumamoto), Koshi Rice Flour Plant (Koshi)
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)[3] Processed Food Segment
Nisshin Seifun Welna Inc. Head Office (Chiyoda-ku, Tokyo)
Hokkaido Sales Department (Sapporo), Tohoku Sales Department (Sendai)
Metropolitan Sales Department (Chuo-ku, Tokyo)
Wide Area Sales Department (Chuo-ku, Tokyo)
Chubu Sales Department (Nagoya), Kansai Sales Department (Osaka)
Chushikoku Sales Department (Hiroshima), Kyushu Sales Department (Fukuoka)
Tatebayashi Plant (Tatebayashi)27

Nisshin Seifun Premix Inc. Head Office (Chuo-ku, Tokyo)
Nagoya Plant (Nagoya)
MaMa-Macaroni Co., Ltd. Head Office (Utsunomiya)
Utsunomiya Plant (Utsunomiya), Kobe Plant (Kobe)
Oriental Yeast Co., Ltd. Head Office (Itabashi-ku, Tokyo)
Tokyo Plant (Itabashi-ku, Tokyo), Osaka Plant (Suita), Biwa Plant (Nagahama)Nisshin Pharma Inc. Head Office (Chiyoda-ku, Tokyo)
Health Care Research Center (Fujimino), Ueda Plant (Ueda)[4] Prepared Dishes and Other Prepared Foods Segment
Nisshin Seifun Delica Frontier Inc. Head Office (Chiyoda-ku, Tokyo)
Tokatsu Foods Co., Ltd. Head Office (Yokohama)
Ashikaga Plant (Ashikaga), Kawaguchi Plant (Kawaguchi)
Sayama Plant (Sayama), Chiba Kashiwa Plant (Kashiwa)
Yachiyo Plant (Yachiyo), Yokohama Tsurumi Plant (Yokohama)Tsuzuki Plant (Yokohama), Yamakita Plant (Ashigarakami-gun, Kanagawa)Joyous Foods Co., Ltd. Head Office (Saitama)
Kodama Plant (Kodama-gun, Saitama), Kyoto Plant (Kuse-gun, Kyoto)
Initio Foods Inc. Head Office (Chiyoda-ku, Tokyo)
Kumagaya Plant (Kumagaya), Shiraoka Plant (Shiraoka)
Nagoya Plant (Ichinomiya), Higashi-Osaka Plant (Higashi-Osaka)
Kyushu Plant (Miyaki-gun, Saga)[5] Others Segment
Nisshin Engineering Inc. Head Office (Chuo-ku, Tokyo)
NBC Meshtec Inc. Head Office (Hino)
Yamanashi Tsuru Plant (Tsuru), Shizuoka Kikugawa Plant (Kikugawa)(9) Employees of the Group (As of March 31, 2023)
Business Segment
Number of Employees
Flour Milling Segment
2,958
Processed Food Segment
3,643
Prepared Dishes and Other Prepared
1,571
Foods Segment
Others Segment856
Corporate (Across the Group divisions)
392
Total
9,420

Year-on-Year Change
413
80
33

6
(30)
502
Note: The number of employees has increased by 502 compared to that of the end of the previous fiscal year. Thisis primarily due to the conversion of Kumamoto Flour Milling Co., Ltd. and its subsidiaries into consolidated
subsidiaries.
(10) Major Creditors and Loans Payable of the Group (As of March 31, 2023)
Creditor
Nippon Life Insurance Company
Mizuho Bank, Ltd.

Outstanding balance of loans payable¥10,000 million¥7,356 million28

2. Outline of the Company(1) Shares (As of March 31, 2023)[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 6,834,996 shares of treasury shares)[3] Number of shareholders

39,797(Increased 7,820 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)
44,554
14.9
Nippon Life Insurance Company
19,387
6.5
Yamazaki Baking Co., Ltd.
16,988
5.7
Custody Bank of Japan, Ltd. (Trust Account)
16,2905.4
Mizuho Bank, Ltd.
10,447
3.5
The Norinchukin Bank
6,932
2.3
Marubeni Corporation
6,284
2.1
National Mutual Insurance Federation of Agricultural Cooperatives
4,455
1.4
Nisshin Seifun Group Employee Shareholding Association
4,009
1.3
Sumitomo Mitsui Banking Corporation
3,909
1.3
Note: The Company is excluded from the major shareholders listed above although it holds 6,834,996 treasury
shares. Treasury shares are not included in shareholding ratio calculation.
Name[5] Status of shares granted as remuneration for performance of duty to Directors of the Company during the
fiscal year ended March 31, 2023
Number of persons to be
Segment
Number of shares
grantedDirectors(excluding Directors who are members of the
14,000 shares of common stock
7
Audit & Supervisory Committee and Outside
Directors)
Outside Directors(excluding Directors who are members of the
1,200 shares of common stock3
Audit & Supervisory Committee)
There were no shares granted to Directors (Audit & Supervisory Committee Members) as remuneration for
performance of their duties.

29

(2) Members of the Boards[1] Directors (As of March 31, 2023)
Title

Name

Position*Representative Director
Kenji Takihara
and President
Representative Director
and Senior Managing
Executive Officer
Director and Senior
Managing Executive
Officer
Director and Senior
Managing Executive
Officer

Akira Mori

Naoto Masujima

Satoshi Odaka

Director and Managing
Executive Officer

Yuji Koike

Director and Managing
Executive Officer

Koichi Iwasaki

Director

Kazuhiko Fushiya

Director

Motoo Nagai*Director

Nobuhiro Endo

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

In charge of Corporate
Planning Division and
Finance and Accounting
Division
Division Executive,
General Administration
Division
Director and President (Representative
Director), Nisshin Flour Milling Inc.

Takao Yamada

Director and Managing
Executive Officer

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

Division Executive,
Technology andEngineering Division
Director and President (Representative
Director), Nisshin Seifun Welna Inc.
Director and President (Representative
Director), Nisshin Seifun Delica
Frontier Inc.
Director and Chairman (Representative
Director), Tokatsu Foods Co., Ltd.
Chairman, The Institute of Internal
Auditors – Japan
Outside Director, Nissan Motor Co.,Ltd.
Outside Director, Organo Corporation
Executive Advisor, NEC Corporation
Outside Director, Japan ExchangeGroup, Inc.
Outside Director, Sumitomo PharmaCo., Ltd.
Outside Director, Tokio Marine
Holdings, Inc.
Vice Chair, KEIDANREN (Japan
Business Federation)
Vice Chairman, KEIZAI DOYUKAI(Japan Association of Corporate
Executives)

Shoh Ohuchi
Certified Public Accountant;
Proprietor, Ito Certified Public
Accountant Offices

Satoshi Ito30

Significant Positions
Concurrently Held
Attorney; Senior Partner, Nishi &Partners Attorneys and Counselors at
Law
Outside Director (Audit & Supervisory
Director
Committee Member), FANUC
Mieko Tomita(Audit & Supervisory
CORPORATION
Committee Member)
Outside Director, TEKKENCORPORATION
Outside Auditor, TEPCO Power Grid,
Incorporated
Outside Director, AMUSE INC.
Outside Director, ZENSHO*Director
HOLDINGS CO., LTD.
Takaharu Ando
(Audit & Supervisory
Outside Director, TOBU RAILWAY
Committee Member)CO., LTD.
Outside Director, Rakuten Group, Inc.
Notes: 1. Three Directors (Kazuhiko Fushiya, Motoo Nagai, and Nobuhiro Endo) and three Directors (Audit &Supervisory Committee Members) (Satoshi Ito, Mieko Tomita, and Takaharu Ando) are Outside
Directors.
2. The Company selects all of the Outside Directors as Independent Directors in accordance with its“Independence Standards for Outside Directors” (posted on the Company’s website(https://www.nisshin.com/uploads/governance_is.pdf)) formulated pursuant to criteria concerning
independence as defined by the Tokyo Stock Exchange, Inc., providing the necessary notification
thereto.
3. Director (Full-time Audit & Supervisory Committee Member) Shoh Ohuchi has work experience infinance and accounting at the Company and substantial knowledge of finance and accounting.
4. Director (Audit & Supervisory Committee Member) Satoshi Ito, who has the qualification as a Certified
Public Accountant, has substantial knowledge of finance and accounting.
5. The Company has elected a full-time Audit & Supervisory Committee Member to enhance theeffectiveness of audits.
6. Changes in Directors (including Audit & Supervisory Committee Members) of the Company and thepositions thereof, during the fiscal year ended March 31, 2023, are stated as follows.
1) Mr. Nobuki Kemmoku and Mr. Akio Mimura retired from their positions as Director due toexpiration of their terms of office, and Mr. Tetsuo Kawawa resigned from his position as Director(Audit & Supervisory Committee Member) as of June 28, 2022. Directors and Director (Audit &Supervisory Committee Member) with an asterisk were newly elected at the 178th Ordinary
General Meeting of Shareholders held on the same day and assumed office.
2) Mr. Kenji Takihara assumed the office of Director and President (Representative Director) and Mr.
Naoto Masujima and Mr. Takao Yamada assumed the office of Senior Managing Executive Officer
as of June 28, 2022.
7. The following is a list of changes in significant positions concurrently held in the fiscal year ended
March 31, 2023.
Director
Nobuhiro
Took office as Vice Chair, KEIDANREN (Japan Business
Endo
Federation)(June 1, 2022)
Retired as Chairman of the Board, NEC Corporation
Took office as Executive Advisor, NEC Corporation(June 22, 2022)
Director
Kenji
Retired as Senior Managing Director, Nisshin Flour Milling Inc.
Takihara
Took office as Director and Chairman, Nisshin Flour Milling
Inc.
(June 28, 2022)
Director
KoichiTook office as Director and President (Representative Director),
IwasakiNisshin Seifun Delica Frontier Inc.
(July 1, 2022)
Title

Name

Position31

Director(Audit &Supervisory
Committee
Member)Director

Takaharu
AndoTook office as an Outside Director, Rakuten Group, Inc.
(March 30, 2023)

Yuji Koike

Resigned as Director and President (Representative Director),
Nisshin Seifun Welna Inc.
(March 31, 2023)
8. The Company has adopted the executive officer system in order to expedite the execution of business
operations. As of March 31, 2023, there were fifteen (15) 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] Outline of directors and officers liability insurance contract
The Company has entered into a directors and officers liability insurance contract with an insurance company,as provided in Article 430-3, Paragraph 1 of the Companies Act, under which damages arising from insureds’
liability borne from the performance of their duties, or from claims in pursuit of that liability, shall becompensated. The insurance premiums are fully borne by the companies. The insurance policy provides forcertain exclusions and deductibles, such as not covering damages caused by acts committed while aware ofviolations of laws and regulations, and requires the insured to pay a certain amount of the deductible. The
insureds under such insurance policies are Directors, Audit & Supervisory Board Members, Executive
Officers, and important employees, etc. of the Company and its domestic subsidiaries.
[4] Remuneration of Directors
1. Overview of the policy for the method of determining remuneration for individual Directors (excluding
Directors who are members of the Audit & Supervisory Committee)
At the Board of Directors meeting, the Company established a policy for the method of determining
remuneration for individual Directors (excluding Directors who are members of the Audit & Supervisory
Committee; hereinafter in 1., the same shall apply), after discussions by the Nomination and Remuneration
Advisory Committee, a body comprised of Independent Outside Directors. An overview of the content of
the policy for determination is as follows.
- The remuneration of the Company’s Directors was established with reference to three key factors,
functioning to 1) retain talented human resources, 2) offer remuneration at levels appropriate to theCompany’s size and business domains, and 3) to provide a healthy incentive to improve the Company’s
medium- to long-term corporate value. A certain proportion of remuneration consists of variable
remuneration reflecting business performance, thus taking into consideration both level of contribution
to the Group and level of contribution to medium- to long-term basic Group strategies.
- In order to ensure that remuneration for the Company’s Inside Directors functions as a healthy incentive
for sustainable growth, it is the Company’s policy that such remuneration should comprise a combinationof the following components: 1) fixed remuneration paid monthly based on role or position (basic
remuneration); 2) variable remuneration reflecting contribution to past business performance (bonus),
which is, in principal, paid annually with a fixed timing; and, 3) stock-based remuneration reflecting
future business performance, with the objective of promoting management that focuses on shareholder
value, which is paid annually with a fixed timing. As a basic policy, the initial ratios of these threecomponents should be roughly 70:15:15, and the amounts and ratios of 2) and 3) may be changed
according to performance.
- Remuneration for Outside Directors consists primarily of basic remuneration and stock-based
remuneration is granted up to the designated upper limit.
- To ensure objectivity and propriety in the amount of remuneration, the remuneration standards for eachmanagement class are determined by taking into account factors such as the responsibilities that are
specific to the management class and the significance of its impact on Group management, afterreferencing the results of surveys by external institutions.
In addition to the above, please also refer to Notes 2, 3, and 4 of “3. Amounts of remuneration for
Directors.”
32

2. Resolution at the General Meeting of Shareholders regarding remuneration for Directors
By a resolution at the 175th Ordinary General Meeting of Shareholders held on June 26, 2019, theCompany set the maximum annual amount of remuneration for Directors (excluding Directors who aremembers of the Audit & Supervisory Committee), consisting of basic remuneration and bonus of ¥400
million (of this, maximum annual amount of ¥60 million for Outside Directors), and maximum annual
amount of remuneration for Directors who are members of the Audit & Supervisory Committee of ¥90
million. In addition, at the 175th Ordinary General Meeting of Shareholders, the Company, by resolution
also established a remuneration framework for the stock-based remuneration plan. Based on the plan, thetotal number of the Company’s shares granted to Directors (excluding Directors who are members of the
Audit & Supervisory Committee) of the Company as the stock-based portion of remuneration is capped
at 350,000 shares for a fixed consecutive three-fiscal-year period. Additionally, the total amount of theCompany’s contribution to the trust for these shares, etc., is capped at ¥300 million for the fixed
consecutive three-fiscal-year period. Further, for Company shares delivered annually to the Company’s
Directors (excluding Directors who are members of the Audit & Supervisory Committee), a transfer
restriction period (i.e., period prohibiting the transfer, establishment of security interests, and otherdispositions) has been established for three years from the date of delivery, and if an illegal act or othermisconduct occurs during the transfer restriction period, such Director may be required to make monetarycompensation equivalent to the confiscated vested shares that are subject to the transfer restriction. As of
the conclusion of the 175th Ordinary General Meeting of Shareholders, there were ten (10) Directors(excluding Directors who are members of the Audit & Supervisory Committee, but including three Outside
Directors) and four (4) Directors who are members of the Audit & Supervisory Committee at theCompany.
3. Amounts of remuneration for Directors
Total amounts of remuneration for Directors for the fiscal year under review
Total amounts by segment of remuneration(millions of yen)
Total amounts
of
NonPerformanceSegment
remuneration
monetary
Basic
based
(millions of
remuneration
remuneration remunerationyen)(Stock-based(Bonuses)remuneration)
Directors(excluding Directors
who are members of
the Audit &Supervisory
Committee)
Directors (Audit &Supervisory
Committee Members)(Outside Directors
included in the above)

Number of
eligible
executives

236

169

31

36

12

43

43

—

—

5

(60)

(57)

(—)

(3)

(8)

Notes: 1. The above number of Directors (excluding Directors who are members of the Audit & Supervisory
Committee) and Directors (Audit & Supervisory Committee Members) includes two Directors(excluding Directors who were members of the Audit & Supervisory Committee) and one Director(Audit & Supervisory Committee Member) who retired from office during the fiscal year ended
March 31, 2023.
2. For performance-based remuneration (bonus), consolidated ordinary profit, which reflects theresult of the Group’s overall business performance is used as a key indicator. For the amount paid,
the net increase or decrease from the previous year is determined by the year-on-year percent
change in consolidated ordinary profit. For consolidated ordinary profit, including that of the
fiscal year ended March 31, 2023, refer to “(3) Consolidated Business Results and Summary ofAssets of the Group” in “1. Overview of the Corporate Group.”
3. For non-monetary remuneration (stock-based remuneration), the number of Company sharescalculated based on a set formula according to position, as well as cash (corresponding to tax
payment) are delivered and paid to Directors (excluding Directors who are members of the Audit& Supervisory Committee). A fixed transfer restriction period is established for the delivered33

shares. In addition, the total amount of expenses for the fiscal year ended March 31, 2023 is stated.
4. Determination regarding the amount of remuneration for individual Directors (excluding
Directors who are members of the Audit & Supervisory Committee; hereinafter in Note 4, thesame shall apply) is delegated by the Board of Directors to the Director and President, as it isconsidered to be appropriate for the person who oversees the execution of duties across the Groupto evaluate individual Directors, based on factors such as the responsibilities specific to the
management class, and the significance of their impact on Group management. The amount of
remuneration for the period between April and June 2022 was determined by Nobuki Kemmoku,
the Director and President. In addition, due to a personnel change in Director and President during
the fiscal year ended March 31, 2023, the amount of remuneration for the period from July 2022
to March 2023 was determined by Kenji Takihara, the Director and President. However, suchdecisions are based on the policy for the method of determining remuneration for individual
Directors as stipulated in 1. above, and are also based on a set formula according to position, etc.
for basic remuneration and non-monetary remuneration (stock-based remuneration), and on the
year-on-year percent change in consolidated ordinary profit, etc. for performance-based
remuneration (bonuses) as described above (Note 2), in order to ensure the appropriateness andobjectivity of the remuneration decision-making process. The Board of Directors of the Company
has confirmed that the contents of the remuneration of individual Directors for the fiscal year
ended March 31, 2023 are consistent with the policy for the method of determination approvedby the Board of Directors, and judged that they are in line with such policy.
[5] Outside Directors
1. Significant positions concurrently held in other companies, etc. and relationship between the Company
and said companies, etc.
Significant positions concurrently held in other companies, etc., are mentioned above [1] and there isno significant business relationship or special relationship between the Company and the aboveidentified companies of concurrently held positions.
2. Principal activities in the fiscal year ended March 31, 2023
1) Director Kazuhiko Fushiya
Mr. Fushiya attended all meetings of the Board of Directors held in the fiscal year ended March 31,
2023. By making remarks, asking questions, and contributing opinions regarding the purposes andcontents of matters resolved and reported as appropriate at the meetings of the Board of Directors, he
has appropriately fulfilled the role expected of him, by providing appropriate advice and supervision
over the Company’s business execution, based on a wealth of experience and high-level expertise
gained through his career in the Ministry of Finance and other governmental organizations where heheld important positions.
2) Director Motoo Nagai
Mr. Nagai attended 12 out of 13 meetings of the Board of Directors held in the fiscal year ended March
31, 2023. By making remarks, asking questions, and contributing opinions regarding the purposes andcontents of matters resolved and reported as appropriate at the meetings of the Board of Directors, he
has appropriately fulfilled the role expected of him, by providing appropriate advice and supervision
over the Company’s business execution, based on his wealth of experience and broad-based insightgained through management of financial institutions.
3) Director Nobuhiro Endo
Mr. Endo attended all meetings of the Board of Directors held since he assumed office of a Director.
By making remarks, asking questions, and contributing opinions regarding the purposes and contents
of matters resolved and reported as appropriate at the meetings of the Board of Directors, he has
appropriately fulfilled the role expected of him, by providing appropriate advice and supervision over
the Company’s business execution, based on his wealth of experience and broad-based insight as acorporate executive.
4) Director (Audit & Supervisory Committee Member) Satoshi Ito
Mr. Ito attended all meetings of the Board of Directors and the Audit & Supervisory Committee heldin the fiscal year ended March 31, 2023. By making remarks, asking questions, and contributing
opinions regarding the purposes and contents of matters resolved and reported as appropriate at themeetings of the Board of Directors and the Audit & Supervisory Committee, he has appropriately
fulfilled the role expected of him, by appropriately auditing and supervising the Company as an Outside
Director who is a member of the Audit & Supervisory Committee, based on his extensive auditing
experience as a certified public accountant, and his high-level expertise in finance and accounting.
5) Director (Audit & Supervisory Committee Member) Mieko Tomita
Ms. Tomita attended 12 out of 13 meetings of the Board of Directors and 11 out of 12 meetings of the34

Audit & Supervisory Committee held in the fiscal year ended March 31, 2023. By making remarks,
asking questions, and contributing opinions regarding the purposes and contents of matters resolved
and reported as appropriate at the meetings of the Board of Directors and the Audit & Supervisory
Committee, she has appropriately fulfilled the role expected of her, by appropriately auditing andsupervising the Company as an Outside Director who is a member of the Audit & Supervisory
Committee, mainly from the viewpoint of legal compliance, based on her high level of expertise as an
attorney and her wealth of experience in corporate legal affairs.
6) Director (Audit & Supervisory Committee Member) Takaharu Ando
Mr. Ando attended all meetings of the Board of Directors and the Audit & Supervisory Committee
held since he assumed office of a Director (Audit & Supervisory Committee Member). By making
remarks, asking questions, and contributing opinions regarding the purposes and contents of matters
resolved and reported as appropriate at the meetings of the Board of Directors and the Audit &Supervisory Committee, he has appropriately fulfilled the role expected of him, by appropriately
auditing and supervising the Company as an Outside Director who is a member of the Audit &Supervisory Committee, based on his wealth of experience and broad-based insight gained throughhis career in the National Police Agency and other governmental organizations where he held
important positions.

35

3. Systems and Policies of the Company(1) Basic Policies Regarding Control of the Corporation[1] Basic policies
As a corporate group involved in food, we guarantee a high level of safety and quality in our products, andconsistently ensure the stable supply of food, including wheat flour and other staple foods for the people.
The Company believes that these are the responsibilities of the Group as a whole, a source and a foundationof corporate value, and also a contribution to the Group’s sustainable growth, creating medium- to long-term
corporate value. In particular, wheat flour is used in various foods including breads, noodles, andconfectioneries. With a market share of approximately 40%, the Group is the leading company in thedomestic wheat flour market, supplying wheat flour to food companies, etc., as well as to general consumers.
By fulfilling our responsibility to provide a stable supply of safe, high quality wheat flour, we support foodculture and maintain social functions in Japan, and this leads to the Group’s sustainable growth and enhances
medium- to long-term corporate value. Therefore, from the perspective of our social responsibility, in order
to secure and improve the Company’s corporate value and the common interests of the shareholders, it isessential that we operate from a stable business base in accordance with planned and continuous management
policies from medium- to long-term perspectives and we continue to guarantee a high level of safety andquality in our products, providing a stable supply of products. These are the circumstances specific to us.
Any party which, failing to understand these matters, buys up shares of the Company and acts in a way that
goes against a sustainable and systematic medium- to long-term management policy, may damage theCompany’s corporate value and the common interests of the shareholders. Depending on the conditions,
there are other types of share acquisitions that also could damage the Company’s corporate value and thecommon interests of the shareholders.
In order to properly manage the above issues, we believe that it is necessary to ensure advance andsufficient disclosure of information concerning the content of any management policies and business plans
planned by an acquirer of the Company’s shares, the impact of the proposed acquisition on the Company’s
shareholders and the management of the Group, the impact on the numerous parties affected by the Group,and the acquirer’s philosophy regarding social responsibility, including securing stable supplies of wheat
flour and other staple foods for the people, and food safety, as well as to ensure a reasonable period ofinvestigation and bargaining power.
[2] Measures that contribute to the effective utilization of the Company’s assets, structuring of the appropriate
form of the business group and others for the realization of the basic policies regarding control of thecorporation
As a pure holding company for the Group, the Company plans management strategies for the Group,
allocates its managerial resources efficiently, and audits and oversees the Group’s business operations. Ouroperating companies optimize themselves according to the markets in which they operate, and by doing so,they secure high levels of safety and quality, as well as a stable supply for their products, thus mutually
improving their corporate value, and, in turn, the corporate value of the entire Group.
Under this structure, the Group aims to secure and enhance its high levels of production technologies, andcapacities for development and analysis that underpin the safety and quality of its products. The Group also
makes ongoing well-planned capital investments, from a long-term perspective; provides employee
education to enhance employees’ professional abilities; introduces audit and instructional systems as toquality assurance and production facilities on a continuous basis; builds and enhances systems for internal
control and legal compliance; and endeavors to maintain trustful relations with stakeholders, including
business partners/customers and local communities.
[3] Measures to prevent a decision regarding the Company’s financial and business policies from being
controlled by a party who is deemed to be inappropriate, according to the basic policies
With the aim of securing and improving the corporate value of the Company and the common interests ofthe shareholders, the Company has introduced measures using a gratis allotment of subscription rights toshares (hereinafter, “the Plan”), in line with Article 45 of its Articles of Incorporation and the “Renewal of
the Resolution to Approve Gratis Allotment of Subscription Rights to Shares for Securing and Improving
Corporate Value of the Company and the Common Interests of the Shareholders,” as approved at the 177th
Ordinary General Meeting of Shareholders held on June 25, 2021. The outline of the Plan is as follows.
1) The Board of Directors shall request that parties intending to implement a Specified Acquisition make anadvance written submission of an Acquisition Proposal, and seek a resolution of the Board of Directors
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, the36

Board of Directors may establish a reply period, and request the provision of additional information in
respect to any parties making a proposal regarding a Specified Acquisition, to the Company. Even in thiscase, the reply period shall be set with an upper limit of within 60 business days, starting from the day on
which the provision of information was requested of the Proposed Acquirer by the Board of Directors,
and the Corporate Value Committee shall commence its deliberation and discussion upon the expiry ofsuch reply period.
“Specified Acquisition” means i) an act of purchasing the Company’s share certificates, etc., that would
result in the ratio of holdings reaching or exceeding 20% of the Company’s share certificates, etc.
(including similar acts as specified by the Board of Directors), or ii) an act of commencing a tender offer
on the Company’s share certificates, etc., that would result in the ratio of possessions reaching or
exceeding 20% of the Company’s share certificates, etc. An “Acquisition Proposal” means a written
proposal that contains information reasonably requested by the Company, including the Company’s
management policies and business plans after said acquisition, evidence used to calculate prices, proof of
acquisition funds, any possible impact on the Company’s stakeholders, and information related to Items
4) A) through E) below.
2) Upon receiving the Acquisition Proposal, the Board of Directors shall promptly put it before the Corporate
Value Committee, which consists only of the Independent Outside Directors of the Company.
3) The Corporate Value Committee shall investigate said Acquisition Proposal and discuss whether or not
to pass a resolution recommending that the Board of Directors passes a Confirmation Resolution in regard
to said Acquisition Proposal (hereinafter, “Recommendation Resolution”). The Recommendation
Resolution shall be passed by a majority of all members of the Corporate Value Committee, and the resultsof that said Recommendation Resolution shall be disclosed. The period for such deliberation anddiscussion by the Corporate Value Committee shall be a maximum of 60 business days (or a maximumof 90 business days for Acquisition Proposals other than those that specify only cash in Japanese currency
as consideration and set no upper limit on the number of shares to be purchased) after the Acquisition
Proposal is received by the Board of Directors. Only when reasonable grounds exist, the period for the
deliberation and discussion may be extended by an upper limit of 30 business days. However, in this case,the grounds for the extension and the intended extension period will be disclosed.
4) Deliberations and discussion regarding the Recommendation Resolution by the Corporate Value
Committee shall be made by faithfully forming an accurate judgment as to whether the Acquisition
Proposal secures and improves the Company’s corporate value and the common interests of theshareholders. The Corporate Value Committee must issue a Recommendation Resolution for an
Acquisition Proposal that meets all of the below requirements and secures and improves the Company’s
corporate value and the common interests of the shareholders.
A) The acquisition does not fall under any of the following types of action:(a) Buyout of the Company’s shares to demand that the Company or its related party purchase said
shares at an inflated price;(b) Management that achieves an interest for the Proposed Acquirer (including its group company orother related party, hereinafter the same shall apply) to the detriment of the Company, such as
temporary control of the Company’s management for transfer of the Company’s material assets;(c) Diversion of the Company’s assets to secure or repay debts of the Proposed Acquirer; and(d) Action unjustly causing harm to an important foundation of the creation of the Company’s
medium- to long-term corporate value, such as the action of taking temporary control of theCompany’s management to decrease the assets, funds, etc., that are required for the Company’sbusiness expansion, product development, etc., for years ahead, and the action of causing harm tothe cooperative relations with the Company’s shareholders, business partners, customers,
employees, etc.
B) The scheme, content, etc., of the deal proposed by the Acquisition Proposal comply with the relevantlaws and regulations.
C) The scheme and content of the deal proposed by the Acquisition Proposal do not threaten to havethe effect of compelling shareholders of the Company to sell their shares.
D) The true information necessary for deliberations on the Acquisition Proposal is provided in theappropriate timing, such as upon request of the Company, and sincere responses are made incompliance with the procedures specified by the Plan.
E) The period for the Company to deliberate the Acquisition Proposal is secured (including deliberationand presentation of alternative proposals to the Company’s shareholders). This period is 60 businessdays upon the receipt of the Acquisition Proposal, or 90 business days for Acquisition Proposals
other than those that specify only cash in Japanese currency as consideration and set no upper limiton the number of shares to be purchased, and an upper limit extension of 30 business days applies if
required on reasonable grounds.
375) A Confirmation Resolution of the Company’s Board of Directors shall be made according to the
Recommendation Resolution of the Corporate Value Committee. In case the Corporate Value Committee
issues the Recommendation Resolution, the Board of Directors must make the Confirmation Resolution
promptly, unless there are particular reasons that are obviously against the directors’ duty of care. The
Gratis Allotment of Subscription Rights to Shares cannot be taken against the Acquisition Proposal forwhich the Confirmation Resolution is made.
6) If a Specified Acquirer―which is defined as a party implementing a Specified Acquisition which has not
obtained a Confirmation Resolution at the time when a Specified Acquisition was implemented―appears,
the Board of Directors shall, in addition to disclosing the fact that a Specified Acquirer has appeared,
implement the gratis allotment of Subscription Rights to Shares, after passing a resolution to designate arecord date for the gratis allotment, an effective date for the gratis allotment, and other necessary mattersin respect to the gratis allotment of Subscription Rights to Shares and publicizing the items of theresolution. “Subscription Rights to Shares” are defined as the subscription rights to shares with restrictions
on the exercise of such rights by Specified Acquirer and its related parties, which are collectively definedas the Specified Acquirer and Related Parties.
If it is revealed that the ratio of holdings of the Company’s share certificates, etc., by the Specified
Acquirer falls below 20% by a date that is to be specified elsewhere by the Board of Directors, whichshall be earlier than the record date for the gratis allotment (the Board of Directors does not intend to
stipulate a day on or later than 3 business days prior to the record date for the gratis allotment.), and insome other cases, the Board of Directors may choose not to effect a gratis allotment of Subscription Rights
to Shares.
7) If a gratis allotment of Subscription Rights to Shares is effected, the Company shall allot Subscription
Rights to Shares to all common shareholders, except the Company, as of the record date for the gratis
allotment, at a ratio of one Subscription Right to Shares for every one share of the Company’s common
stock held, and the number of shares to be issued per one Subscription Right to Shares will not exceed
two, and be determined elsewhere by the Board of Directors. The value of assets contributed to exercise
one Subscription Right to Shares shall be one yen, multiplied by the number of shares to be issued per
one Subscription Right to Shares.
8) The Subscription Rights to Shares will have an acquisition clause by which the unexercised Subscription
Rights to Shares can be acquired by the Company. For the Subscription Rights to Shares held byshareholders other than the Specified Acquirer and Related Parties, this is accomplished in exchange forcommon shares of the Company of a number equal to the integral part of the number of said Subscription
Rights to Shares multiplied by the number of shares to be issued per Subscription Right to Shares. For
other Subscription Rights to Shares, this is accomplished in exchange for subscription rights to shareswith restriction on transfer (and with restriction on the exercise of the rights by the Specified Acquirer andRelated Parties) of a number equal to the number of said Subscription Rights to Shares.
[4] Judgment of the Board of Directors, and its reasons
The Plan complies with the basic policies described above, and the following special methods are to be
implemented as a way of increasing its rationality. Therefore, the Plan protects the corporate value of theCompany and the common interests of the shareholders, and does not pursue the personal interests of theCompany’s management.
1) The Plan received prior approval of the shareholders at the 177th Ordinary General Meeting of
Shareholders held on June 25, 2021, pursuant to the provision of Article 45 of the Company’s Articles ofIncorporation.
2) The term of office of the Company’s Directors (excluding Directors who are members of the Audit &Supervisory Committee) is one (1) year, and the timing of reelection is concurrent among all Directors. In
addition, a resolution on dismissal of Directors may be passed by an ordinary resolution at a General
Meeting of Shareholders. Therefore, the Plan can be abolished by a resolution of the Board of Directors
through the election or dismissal of Directors, by an ordinary resolution at a single General Meeting of
Shareholders.
3) To secure the neutrality of judgment relating to the Plan, the Corporate Value Committee, composed onlyof the Company’s Independent Outside Directors, shall deliberate the Acquisition Proposal, under legal
obligations as the Directors of the Company, to determine if the proposal secures and improves theCompany’s corporate value and the common interests of the shareholders. It is also required that the Boardof Directors make a Confirmation Resolution, upon receipt of a Recommendation Resolution to that effectfrom the Corporate Value Committee, unless there are particular reasons that are obviously against thedirectors’ duty of care.
4) To enhance the objectivity of judgment relating to the Plan, the Plan specifies when the Corporate Value
Committee must issue a Recommendation Resolution, as stated in [3] above.
385) Subject to approval resolution of the General Meeting of Shareholders, the Plan can be revised every year
by a resolution of the Board of Directors. This allows the Plan to adjust itself to the development of therelated laws and regulations, and various other business circumstances surrounding the Company.
6) The validity of an approval resolution is three years from the date of the General Meeting of Shareholders.
Upon the passage of three years, the Board of Directors will present a Plan that reflects any revisions,
including reflection of its supplementary conditions, for approval by the shareholders.
7) The Plan satisfies all of the requirements for legality (to avoid suspension of the issuance of subscription
rights to shares, etc.) and rationality (to gain the understanding of shareholders, investors and otherstakeholders) specified in the “Securing and/or Improving Corporate Value and Common Interests ofShareholders: Takeover Defense Guidelines” released on May 27, 2005, by the Ministry of Economy,
Trade and Industry and the Ministry of Justice. Moreover, the Plan is in accordance with therecommendations of the June 30, 2008 report of the Ministry of Economy, Trade and Industry’s Corporate
Value Study Group, entitled “Takeover Defense Measures in Light of Recent Environmental Changes.”(2) Policy on Dividends from Surplus
The Company aims to meet the expectations of shareholders to distribute profits, taking into consideration thecurrent and future profitability of its business and financial position, by undertaking the payment of dividends basedon a targeted payout ratio of at least 40% on a consolidated basis.
As a further return of profits to shareholders, the Company intends to pay a full-year dividend of ¥40 per
share, representing an increase of ¥1 from the previous fiscal year, in consideration of its financial position,etc., despite loss attributable to owners of parent due to the posting of an impairment loss for the Australia
flour milling business.
Accordingly, the Company will submit a proposal to the Ordinary General Meeting of Shareholders to distributeits surplus to pay a year-end dividend of ¥21 per share. As a result, dividends paid will have increased for ten
consecutive terms since the fiscal year ended March 31, 2014, the fiscal year in which total dividends paid wereincreased by stock split without adjustment to the dividend per share.
End

39

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheet(As of March 31, 2023)
Item

AmountItem(ASSETS)
Current assets
Cash and deposits
Notes and accounts receivable –trade, and contract assets
Inventories
Other
Allowance for doubtful accounts(Millions of yen)Amount(LIABILITIES)
330,069

Current liabilities

150,262

82,971

Notes and accounts payable – trade74,565

107,887

Short-term loans payable

14,356

128,786

Income taxes payable

8,941

11,065

Accrued expenses

23,247Other

29,150(641)

Non-current assets

383,805

Non-current liabilities

Property, plant and equipment

217,494

Bonds

20,000

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

71,134Long-term loans payable

13,37860,212

Lease obligations

37,311

52,618Deferred tax liabilities

22,097

Construction in progress

10,842

Provision for repairs

1,562

Right-of-use assets

17,060Net defined benefit liability

23,422Other, net

5,625Long-term deposits received

5,646

Other

1,694

Intangible assets

23,677

Total liabilities

Goodwill

7,496(NET ASSETS)

Other

16,180125,112275,375

Shareholders’ equity

344,037

Capital stock

17,117

Investments and other assets

142,633

Capital surplus

12,728Investment securities

124,653

Retained earnings

325,181

Treasury shares(10,989)

Net defined benefit asset

340

Deferred tax assets

11,964

Other

5,875

Allowance for doubtful accounts(200)

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

79,79552,044(13)
28,352(588)
44

Non-controlling interests

14,621

Total net assets

438,499

Total liabilities and net assets

713,874

713,87440

Consolidated Statement of Income(For the Fiscal Year Ended March 31, 2023)(Millions of yen)
Item

AmountNet sales

798,681

Cost of sales

638,062

Gross profit

160,618
127,786

Selling, general and administrative expenses
Operating profit

32,831Non-operating income
Interest income

260

Dividend income

3,201

Rent income

295

Other

833

4,591

Non-operating expenses
Interest expenses
Share of loss of entities accounted for using
equity method
Other

3,546
346
479

Ordinary profit

4,371
33,051

Extraordinary income
Gain on sales of investment securities

24,39324,393Extraordinary losses
Loss on retirement of non-current assets

609

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

55,704251

56,565879

Income taxes – current

18,748

Income taxes – deferred(8,404)

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

10,343(9,463)917(10,381)41

NON-CONSOLIDATED FINANCIAL STATEMENTS
Non-consolidated Balance Sheet(As of March 31, 2023)(Millions of yen)
Item

AmountItem(ASSETS)
Current assets
Cash and deposits

Amount(LIABILITIES)
39,427

Current liabilities

23,72637,896

Lease obligations

155
272

Accounts receivable – trade

330

Accounts payable – otherPrepaid expenses

269

Accrued expenses

2,132

Other

931

Income taxes payable

1,815

Deposits received

19,280Non-current assets

341,920

Provision for directors’ bonuses

30

Property, plant and equipment

22,923

Other

41

Buildings, net

4,850

Structures, net

319

Machinery and equipment, net

812

Bonds

20,000

Vehicles, net

14Long-term loans payable

10,000Tools, furniture and fixtures, net

517

Lease obligationsLand

Non-current liabilities

16,156

51,29674

Deferred tax liabilities

17,8893,013

Leased assets, net

236

Provision for retirement benefits

Construction in progress

16

Other

318
Total liabilities

75,022Intangible assets

481(NET ASSETS)

Leasehold right18

Shareholders’ equity

265,217

Software398

Capital stock

17,117

Leased assets

63

Capital surplus

9,685

Other

0

Legal capital surplus

9,500

Other capital surplus

184

Investments and other assets

318,515

Retained earnings

Investment securities

74,251

Legal retained earnings

4,379

Shares of subsidiaries and associates

153,049

Other retained earnings

245,016354

Reserve for dividends

2,000

Reserve for tax purpose reduction
entry of non-current assets

2,484

Investments in capital
Investments in capital of subsidiaries
and associates

1,268

Long-term loans receivable fromsubsidiaries and associates

88,954

Other

663

Allowance for doubtful accounts(25)

General reserve

170,770

Retained earnings brought forward

69,761

Treasury shares(10,981)

Valuation and translation adjustments

41,063

Valuation difference on availablefor-sale securities

41,063

Subscription rights to shares
Total assets

381,34842

249,395

44

Total net assets

306,325

Total liabilities and net assets

381,348

Non-consolidated Statement of Income(For the Fiscal Year Ended March 31, 2023)(Millions of yen)
Item

AmountOperating revenue

26,891

Operating expenses

15,256

Operating profit

11,634Non-operating income
Interest income

1,165

Dividend income

2,404

Other

52

3,621

Non-operating expenses
Interest expenses

154

Other

12

Ordinary profit

167
15,088Extraordinary income
Gain on sales of investment securities

16,162

16,162Extraordinary losses
Loss on retirement of non-current assets
Loss on valuation of shares of subsidiaries andassociates
Profit before income taxes

33
10,99911,032
20,218

Income taxes – current

4,994

Income taxes – deferred(229)

Profit4,765
15,45343