This document has been translated from a part of the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.
(Securities Code: 2002)
June 3, 2021
To Those Shareholders with Voting Rights
Nobuki Kemmoku
Director and President
Nisshin Seifun Group Inc.
25, Kanda-Nishiki-cho 1-chome,
Chiyoda-ku, Tokyo JAPANCONVOCATION NOTICE OF THE 177th ORDINARY GENERAL MEETINGOF SHAREHOLDERS
This is to notify you that the 177th Ordinary General Meeting of Shareholders of Nisshin Seifun Group Inc.
(the “Company”) will be held as described below.
In order to prevent the spread of COVID-19, we request that shareholders refrain from attending the meetingin person. Instead, to exercise your voting rights, please review the “Reference Documents for the General Meetingof Shareholders,” and exercise your voting rights by one of the following methods no later than 5:30 p.m. (JST),Thursday, June 24, 2021.
[Voting in Writing (by Postal Mail)]
Please indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form, and returnthe form by no later than the aforementioned deadline for the exercise of voting rights.
[Voting Electronically (via the Internet)]
Please refer to the enclosed “The COVID-19 Infection Prevention Measures at the 177th Ordinary General
Meeting of Shareholders” and “Guidance of ‘Smart Exercise,’” and vote for or against each of the proposals at thevoting rights exercise website by no later than the aforementioned deadline for the exercise of voting rights.
Friday, June 25, 2021 at 10:00 a.m. (Reception from 9:00 a.m.)Tokyo Marriott Hotel, B1 The GOTENYAMA Ballroom
4-7-36, Kitashinagawa, Shinagawa-ku, Tokyo
If there are any changes to the above times, place, or any other items, as a result of the COVID-19 pandemic,
etc., the information will be posted on the Company’s website (https://www.nisshin.com/ir/stock/meeting/).
3. Agenda of the Meeting:
1. Business Report and Consolidated Financial Statements for the 177th fiscal term
Matters to be reported:(from April 1, 2020 to March 31, 2021) and results of audits on theConsolidated Financial Statements by the Independent Auditor and the Audit& Supervisory Committee
2. Non-consolidated Financial Statements for the 177th fiscal term (from April
1, 2020 to March 31, 2021)
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 Four (4) Directors Who Are Members of the Audit & Supervisory
Committee
Proposal No. 4: Renewal of the Resolution to Approve Gratis Allotment of Subscription Rights
to Shares for Securing and Improving Corporate Value of the Company and theCommon Interests of the Shareholders
1. Date and Time:
2. Place:14. Matters concerning the Exercise of Voting Rights
Handling of multiple voting(1) If you exercise your voting rights via the Internet more than once, your final vote shall be deemed valid.
(2) If you exercise your voting rights by two different methods, that is, via the Internet as well as by mailingthe Voting Rights Exercise Form, the vote via the Internet shall be deemed valid.
5. Other Matters concerning this Convocation Notice
Of the documents to be provided with this Convocation Notice, “Subscription Rights to Shares,” “Systems to
Ensure Appropriate Business Execution and the Status of Operation of Systems Concerned,” and “Basic Policies
Regarding Control of the Corporation” in the Business Report, the “Consolidated Statement of Changes in Net Assets,”the “Notes to the Consolidated Financial Statements,” the “Non-consolidated Statement of Changes in Net Assets”
and the “Notes to the Non-consolidated Financial Statements” are provided on the Company’s website(https://www.nisshin.com/english/shareholders/meeting.html) in accordance with laws and regulations andArticle 15 of the Company’s Articles of Incorporation, and they are therefore not attached herewith.
The Business Report, the Consolidated Financial Statements, and the Non-consolidated Financial
Statements audited by the Audit & Supervisory Committee, and the Consolidated Financial Statements and theNon-consolidated Financial Statements audited by the Independent Auditor consist of the items posted on the
Company’s aforementioned website, as well as the documents included with this Convocation Notice.

- Modifications, if any, to the Business Report, Consolidated Financial Statements, Non-consolidated Financial
Statements and the Reference Documents for the General Meeting of Shareholders will be posted on the
Company’s website (https://www.nisshin.com/ir/stock/meeting/).
In order to prevent the spread of COVID-19, we request that you exercise your voting rights, in writing or via
the Internet, and refrain from coming to the meeting in person.
- Please refer to the enclosed “The COVID-19 Infection Prevention Measures at the 177th Ordinary General
Meeting of Shareholders” for points to note regarding attendance in person.
- If you are attending the meeting in person, please present the enclosed Voting Rights Exercise Form at thereception desk on arrival at the meeting. To conserve paper resources, 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.
- Please note that the place, time, operating methods, etc., of the meeting is subject to change depending on
the state of the COVID-19 pandemic, etc. If there are any changes, the information will be posted on the
Company’s website (https://www.nisshin.com/ir/stock/meeting/).

2

Business Report(From April 1, 2020 to March 31, 2021)

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, 2021, as the world continues to grapple with a repeated pattern of
expansion and retreat in infections from COVID-19, the global economy, led by the United States and China,
turned toward recovery in the second half of 2020. In contrast, the Japanese economy remained shrouded in
uncertainty, as notably slow recovery in non-manufacturing sectors countered robust production and exports inthe country’s manufacturing sector.
Under these conditions, the Group placed highest priority on its corporate mission of ensuring the stable supplyof foods involving wheat flour, as well as the safety of the employees who support this mission. In each business,along with stronger measures to target both expansion in demand for at-home dining as new lifestyle patterns andother social changes emerge and growth sales channels, the Group took decisive steps for building the foundation
for further growth through initiatives to realize its long-term vision called “NNI ‘Compass for the Future’—
Toward a New Stage—Maximizing Group-wide Capabilities and Effecting Business Model Change.” As one
such initiative, in November 2020, the Group entered a business partnership agreement with the National
Federation of Agricultural Cooperative Associations designed to ensure the stable supply of domestically
produced wheat and other domestic agricultural and livestock products and stable procurement of productingredients.
With respect to performance, consolidated net sales for the fiscal year ended March 31, 2021, decreased 4.6%
year on year to ¥679,495 million. This result primarily reflected a decline in shipments of commercial-use wheat
flour in Japan and abroad due to the COVID-19 pandemic, price reductions for wheat flour implemented in theflour milling business in Japan in January 2020, and a decrease in facility construction in the engineering business.
These factors outweighed positive effects in the first quarter from the consolidation of Tokatsu Foods Co., Ltd.
in July 2019. In terms of profits, operating profit decreased 5.7% year on year to ¥27,197 million, ordinary profit
was down 4.9% to ¥29,886 million, and profit attributable to owners of parent declined 15.2% to ¥19,011 million.
While profits rose atop performance recovery in the U.S. flour milling business, growth in sales of householduse products driven by effects from the COVID-19 pandemic and brisk sales of raw materials for pharmaceuticals,
earnings declined overall primarily due to a downturn in sales revenue in the flour milling business in and outsideof Japan from the continuing impact of people avoiding outings, etc., coupled with weaker sales in the prepareddishes and other prepared foods business and a decrease in facility construction. The decline in profit attributableto owners of parent, meanwhile, mainly reflected the absence of extraordinary income posted a year earlier froma gain on step acquisitions accompanying the consolidation of Tokatsu Foods Co., Ltd.
With respect to dividends, one of the Company’s basic policies is to maintain a payout ratio of at least 40% on
a consolidated basis and to raise dividends on an ongoing basis. Consequently, the Company decided to pay afull-year dividend of ¥37 per share, which includes, in addition to a year-end dividend up ¥1 from the previous
fiscal year, a dividend of ¥2 per share commemorating the Company’s 120th Anniversary.
[2] Review of Operations of the GroupIn the domestic market, the Group strove to strengthen sales promotion activities and enhance productivity inall of its business fields, as well as continuously implementing cost reductions and ensuring appropriate profits
commensurate with purchasing costs. The Group aggressively implemented measures to strengthen its
business foundations in overseas markets as well.
In new product development, the Group continued to develop high-value-added products that are novel andunique, while also focusing on new market development.
Moreover, in order to deliver high-quality, safe and reliable products, the Group strove for further improvement
and enhancement of its quality control systems.
The following is a review of operations by business segment of the Group.
Flour Milling Segment
In the flour milling business in Japan, demand for pasta, instant noodles and similar household-use productsrose, lifted by a shift toward at-home dining driven by the COVID-19 pandemic. In contrast, demand forcommercial-use products used in bread, sweets and other products for specialty stores and restaurants continued
to decline, leading to lower shipments of commercial-use wheat flour in Japan year on year. Also, in June 2020
and again in January 2021, we revised commercial-use wheat flour prices in response to the government’s decision
to change the prices of five classes of imported wheat. On average, the government’s price for imported wheat3rose 3.1% in April 2020 and declined 4.3% in October 2020.
The price of bran, a byproduct of the milling process, remained strong throughout the period.
In the overseas flour milling business, sales were lower year on year due to various factors, including weakerperformance for sales of prepared mix and bakery-related ingredients at Australia-based Allied Pinnacle Pty Ltd.,and sales of commercial wheat flour in Thailand and New Zealand. This downturn offset firm sales of wheat flour
to household-use processed food manufacturers in North America and other markets spurred by the impact of the
COVID-19 pandemic.
As a result, net sales of the Flour Milling Segment decreased 6.8% year on year to ¥285,798 million. Operating
profit fell 32.3% to ¥6,317 million, as sales revenue deteriorated in Japan mainly due to the spread of COVID-19
leading people to refrain from outings, etc., which altered the composition of product sales, along withdeteriorated earnings in Australia due to weak sales of value-added products. These factors outweighed benefits
from a recovery in business performance in the United States.
Processed Food Segment
In the processed food business, while shipments of household-use products rose sharply, reflecting growth indemand for at-home dining in response to the COVID-19 pandemic, shipments of commercial-use products werelower due to weak demand for restaurant dining. In this climate, we pushed ahead with the development andlaunch of high-value-added products tailored to changing consumer needs, while also enacting sales campaigns
and digital promotion measures, the latter of which included co-sponsorship of online events. Additionally, werevised prices for household-use wheat flour in September 2020 and again in February 2021, in line with pricerevisions for commercial-use wheat flour reflecting price changes for imported wheat enacted by the Japanese
government. As a result, sales in the processed food business were lower year on year.
In the yeast and biotechnology business, sales were lower year on year, reflecting a decline in shipments ofbread making ingredients, etc. Furthermore, a date for the start of operations remains undetermined for a yeast
plant in India being developed by local subsidiary Oriental Yeast India Pvt. Ltd. due to a resurgence in the COVID19 pandemic.
In the healthcare foods business, sales were higher year on year, reflecting growth in shipments of raw materials
for pharmaceuticals and consumer products.
As a result, net sales of the Processed Food Segment decreased 1.5% year on year to ¥214,710 million.
Operating profit rose 19.0% to ¥15,350 million, reflecting growth in shipments of household-use products andraw materials for pharmaceuticals, as well as a decline in advertising and promotion expenses.
Prepared Dishes and Other Prepared Foods Segment
In the prepared dishes and other prepared foods business, sales were higher year on year, as positive effects inthe first quarter from the consolidation of Tokatsu Foods Co., Ltd. in July 2019 outweighed lower sales mainly inurban areas and tourist resorts owing to a rise in the percentage of people working from home and fewer
opportunities for outings due to the spread of COVID-19.
As a result, net sales of the Prepared Dishes and Other Prepared Foods Segment increased 9.8% year on yearto ¥142,747 million. Operating profit, however, fell 26.4% to ¥1,278 million, reflecting the sizeable impact oflower sales due to the COVID-19 pandemic. This came despite improved production efficiency and higher salesof seasonal New Year dishes.
Others Segment
In the engineering business, sales were lower year on year due to a decline in facility construction.
In the mesh cloths business, sales declined year on year due to lower shipments of chemical products mainly
for automotive components, amid a global slump in automobile production volume from the effects of the
COVID-19 pandemic. This decline came despite brisk sales of antiviral and related products.
In the pet food business, while we remained involved in the outsourced production of pet food following
transfer of the sales business at the end of March 2020, this outsourced production work concluded at the end of
March 31, 2021.
As a result, net sales of the Others Segment decreased 37.0% year on year to ¥36,240 million, and operating
profit decreased 9.8% to ¥4,240 million.
(2) Issues to be Addressed[1] Basic Management Policy
The Group has been operating and striving to expand its business under the corporate principle of “contributing
to a healthy and fruitful life for all” which is founded on the guiding philosophies of “the basis of business is built
on trust” and to be “in tune with the changing business climate.” Each of our Group companies endeavors toalways provide health-conscious products and services, and is committed to earning customer trust under the
corporate slogan of “delivering good health and reliability.”4

In light of these basic philosophies, the Group makes it a basic management policy to maximize its long-term
corporate value, and carries out group management by strategically allocating resources concentrated on our coreand growing business.
Furthermore, we pursue self-innovation while fulfilling our social responsibility by implementing internal
control systems, reinforcing compliance, ensuring food safety, protecting the environment, and contributing tosocial activities, etc., and contribute to the realization of a sustainable society. We will continue to strive to gain
active support from each of our various stakeholders including shareholders, customers, business partners,
employees, and society.
[2] Medium- to Long-term Management Strategies
The Group is striving to achieve the goal set forth in its long-term vision, “NNI ‘Compass for the Future’ —Toward a New Stage—Maximizing Group-wide Capabilities and Effecting Business Model Change” to be “aglobally-operating company that assists ‘healthy lifestyles’ and plays a critical role in building ‘the foodinfrastructure’ of the future,” through the promotion of New Nisshin Innovation activities. We will build a system
which demonstrates the Group’s “comprehensive capabilities.” At the same time, we will take this opportunity toemphasize “customer-oriented policy,” implement growth strategies based on the pillars of “remodeling existing
businesses” and “enhancing the Group business portfolio,” and further reinforce management functions which
support the aforesaid initiatives.
Furthermore, we will focus on enhancing the stable distribution of profits from a long-term perspective toshareholders who share with us “the values created through generations since the establishment of the Company.”
We aim for a payout ratio of 40% or more on a consolidated basis and seek to continuously increase the amountof dividends, while intending to repurchase treasury shares in a flexible manner taking into account cash flows
and demand for funds for strategic investments.
The Group will execute these strategies developed to realize the long-term vision so as to achieve further growthin earnings per share (EPS) through efforts in both profit growth and capital policy planning. We will also strive
to improve our return on equity (ROE) and ensure ROE exceeds capital cost, while striking a balance between
capital efficiency and financial stability.
We will further strengthen the link between “the realization of corporate philosophy” and “the maximization of
corporate value” by pursuing management in a manner that develops a strong link between our business strategies
and contributions to environment (E) and society (S), which are associated with business sustainability, while
enhancing governance (G), which serves as a discipline to improve corporate value. We seek to achieve the goalof developing a corporate group blessed with ongoing active support from all stakeholders.
Although the business environment surrounding the Group is undergoing drastic changes due to the impact of
COVID-19, the Group will focus on achieving an early recovery in its sales capabilities and earning capacity as
a top priority. The Group has decided to give priority to assessing the current business environment first, and has
temporarily suspended the formulation of a new medium-term management plan.
[3] Management Environment and Issues to be Addressed, etc.
In the food industries in Japan and overseas, the COVID-19 pandemic has caused drastic changes in people’s
lifestyles as well as changes in the consumption structure, as demand for eating out has shifted to eating at home.
In addition, the pandemic has exerted a tremendous impact on the business environment, including fluctuatingexchange rates and prices of cereal and natural resources. The Group’s businesses have also been greatly affectedby the impact of COVID-19. Although vaccinations have now begun in many countries around the world, theoutlook for the future remains uncertain, as COVID-19 is still not expected to be resolved. In addition, the trend
in Japan for negotiating free trade agreements is anticipated to accelerate depending on the progress ofinternational trade negotiations.
Under these circumstances, the Group recognizes the growing importance of the fulfillment of its mission tocontinue to secure the stable supply of foods involving wheat flour, and delivering safe and reliable products ineach business, and will strive to ensure the safety of its employees who support these missions. In each of ourbusinesses, we will work to recover profitability by adapting to changes in the business environment and quickly
return to a growth trajectory, as our top priorities. At the same time, in order to strengthen our businesscompetitiveness, we will promote digital transformation in an effort to transform operations, and seek to realize
our long-term vision by strengthening cooperation among our operating companies in Japan and overseas, which
will further generate the Group’s “comprehensive capabilities.” We will take on the environmental changes beingbrought about by social issues and technological innovations and achieve sustainable growth. At the same time,
we will contribute to the realization of a sustainable society by creating a cycle that contributes to society throughthe additional value that the Group itself produces. Additionally, although system-related risks such as
cyberattacks and unauthorized access are increasing due to the evolution and diversification of the system
environment, we are implementing appropriate measures to strengthen risk management.
5

1.

Domestic Business Strategies
Regarding the flour milling business, we will strengthen customer relationships through the development of
products that accurately capture customer needs and by promoting value-added services that offer total solutions
to customers, and continue our efforts to stably supply safe and reliable products.
In the processed food business, we will pursue measures to boost brand loyalty by launching new products toaddress customer needs, with the themes of “easy-to-prepare and convenient,” “authentic,” and “healthy,”
coupled with aggressive sales promotional efforts. We will also undertake the task of optimizing our businessportfolio including the effort to further expand the frozen foods business, which is a growing sector.
In the prepared dishes and other prepared foods business, we will switch to a highly practical business modelthat strives to provide delicious flavors, by leveraging the Group’s R&D capabilities while realizing a high levelof production efficiency through the technological capabilities we have cultivated over the years.
In the yeast, biotechnology, healthcare foods, engineering and mesh cloths businesses, etc., our plan is to seek
growth by product and technology developments that will culminate in groups of businesses with real presencein their respective industries.
Moreover, we will appropriately address the issue of labor shortage in Japan by using robots and AI, as well
as by making improvements to business processes using new technologies such as automation technologies.
In addition, in November of last year, we concluded a business partnership agreement with the National
Federation of Agricultural Cooperative Associations, for the purpose of ensuring the stable supply of domestic
agricultural and livestock products including domestic wheat, and the stable procurement of raw materials for
products, etc.

2.

Overseas Business Strategies
In the flour milling business, we are committed to achieving further growth in local markets via sales
expansion measures that leverage the Group’s strengths in flour milling technology and proposal capabilities,
and will continue to expand our overseas business foundations by proactively making strategic investments.
In the processed food business, we envisage further expansion of the commercial-use prepared mix businessgiven projected growth in the Asian market. In terms of production, along with bolstering cost competitivenessby utilizing our global optimal production system as a base, we are leveraging production technology andexpertise in high-level quality control built up by the Group over many years to pursue further expansion in
pasta, pasta sauce and frozen foods businesses, etc.
In the yeast and biotechnology business, a yeast production plant is under construction by Oriental Yeast India
Pvt. Ltd. to allow us to enter into the Indian market that is experiencing growing demand for yeast used in breadbaking. We aim to expand business by supplying our high-quality products locally. Because construction work
has been suspended due to the spread of COVID-19, the launch of operations at the plant, which was scheduled
for last summer, has not yet been determined.
Moreover, in the flour milling, processed food, and bakery-related businesses in particular, we will movewith speed to promote business expansion in new domains, either through the Group’s own proprietary efforts
or through M&A and alliance opportunities.

3.

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

4.

Measures Addressing Systemic Changes in Wheat Policy, and Others
As the result of the taking effect of the Comprehensive and Progressive Agreement for Trans-PacificPartnership (TPP-11 Agreement), the Japan-EU EPA, and the Trade Agreement between Japan and the U.S.,
markups (gains collected by the government upon import) of wheat from the U.S., Canada, and Australia havebegun falling. Meanwhile, in addition to the taking effect of these agreements, international trade agreements
are expanding, such as the entry into force of the Japan-UK Comprehensive Economic Partnership Agreement
and the signing of the Regional Comprehensive Economic Partnership (RCEP) Agreement, and the Group
expects degraded border import control mechanisms for wheat-related products, and for competition with
imported products from related countries to intensify. As the trend for negotiating free trade agreements further
6

accelerates, the Group will take appropriate steps to stay abreast of changes as they emerge, while continuing
to develop a robust corporate structure domestically and abroad that will enable it to win out against global
competition.
5.

Corporate Social Responsibility (CSR)
The Group has fulfilled its corporate social responsibilities (CSR) as a corporate citizen in all its businessactivities and retains its status as a corporate entity that plays an essential role in society. To this end, the Groupestablished a Social Committee to put its “Nisshin Seifun Group Corporate Code of Conduct and Employee
Action Guidelines” into practice and to promote initiatives to facilitate the implementation.
In order to strengthen governance, the Group has built and is maintaining a sound and effective corporate
governance system, as a company with an audit & supervisory committee. With respect to compliance, theGroup complies with relevant laws and regulations, social norms, and corporate internal rules and regulations,and strives to develop its businesses while being engaged in fair and open competition. For internal control, theGroup is doing more than what is required by the Financial Instruments and Exchange Act through extensive
maintenance of its internal control systems group-wide. These systems are monitored by a dedicated department
to maintain their integrity and work toward further improvements.
The Group has also identified “CSR priorities (materiality)” such as providing safe and healthy food,addressing climate change, and ensuring a fulfilling working environment, and has positioned them as one ofits top management priorities, which is being addressed on a Group-wide basis.
With respect to providing safe and healthy food, to ensure the delivery to customers of safe and reliable
products, we are strengthening our hand in the areas of food safety and food defense. The CR (Consumer
Relations) Office, which is charged with the responsibilities of identifying consumer mindsets and social trends
while providing timely and appropriate direction as to what actions need to be taken, actively collects relevant
consumer administrative information as well as consumer opinion and their needs. In this manner, every effort
is made to enhance Group customer relations. Furthermore, to secure the stable supply of safe and reliable
wheat flour and other foods, we have been taking the initiative in enhancing our disaster and pandemic
preparations through our business continuity planning (BCP), and activated our BCP at an early stage, tothoroughly implement infection control measures and maintain our business activities in response to COVID19.
Regarding responses to climate change, we have set Group-wide CO2 emissions reduction targets to reach by
the fiscal year ending March 31, 2031, and we are working to reduce our environmental impact mainly throughthe introduction of high-energy equipment in plants, and joint deliveries with other companies. In productdevelopment, we also engage in environmentally conscious product design, reducing the amount of energy
envisioned for use up to and including the cooking stage, reducing plastic usage, and improving recycling
performance. Furthermore, we are studying initiatives to achieve carbon neutrality by 2050, including reviewing
the current Group-wide CO2 emissions reduction targets to reach by the fiscal year ending March 31, 2031, inline with the government’s policy.
In order to ensure a fulfilling working environment, we are promoting health and productivity managementwith the President at the top. We are strengthening measures to prevent occupational accidents among our
employees through risk assessment, and are also focusing on mental health care and health promotion, in orderto realize healthy and active work. In the fiscal year ended March 31, 2021, we were certified as a 2021 CertifiedHealth & Productivity Management Outstanding Organization (White 500) under a certification systemestablished by the Ministry of Economy, Trade and Industry. We are also engaged in efforts to realize a variety
of work styles, such as revising systems to allow flexible work styles.
Furthermore, the Group, as a member of society, is widely involved in activities contributing to society. We
are engaged in supporting reconstruction of the earthquake-affected areas, and making regional contributions
through the Nisshin Seifun (Flour Milling) Museum as a regional tourism resource and an educational asset.
The Group remains committed to fulfilling its corporate social responsibilities.

The Group will steadily tackle the above challenges and ensure the further development of the Group. Our
shareholders’ continued support is greatly appreciated.

7

(3) Consolidated Business Results and Summary of Assets (Millions of yen unless otherwise noted)
177th
Fiscal term
174th
175th
176th
FY2021
Fiscal Years ended March 31
FY2018FY2019FY2020(Current)
Net sales
540,094565,343
712,180
679,495
Ordinary profit
31,80032,062
31,43429,886
Profit attributable to owners
21,33922,26822,407
19,011of parent
Earnings per share (¥)
71.47
74.98
75.40
63.95
Total assets
591,512594,754666,215
687,415
Net assets
413,794
418,848
409,042444,774
Note: “Partial Amendments to Accounting Standard for Tax Effect Accounting” (ASBJ Statement No. 28,
February 16, 2018) has been applied from the beginning of the 175th fiscal term and thus the classification
method has been modified. Deferred tax assets are disclosed under investment and other assets, anddeferred tax liabilities are disclosed under non-current liabilities.
The amount of total assets for the 174th fiscal term shown above is the figure that has been reclassified toreflect this change in presentation.
(4) Capital Expenditures
The capital expenditures for the fiscal year ended March 31, 2021 decreased ¥4,559 million from the previous
fiscal year to ¥17,359 million, based on actual expenditures.
The principal capital expenditures were made in the expansion of production capacity.
(5) Financing
The Group did not raise major additional funds in terms of capital increases or bond issues during the fiscal year
ended March 31, 2021.

8

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

CapitalStock¥ million
14,91786
9,689

Share of
Voting Rights
%
100.0
100.0
100.0

Champion Flour Milling Ltd.
Nisshin Foods Inc.

3,491
5,006

100.0
100.0

Nisshin Seifun Premix Inc.

400

100.0

MaMa-Macaroni Co., Ltd.

350

68.8

Oriental Yeast Co., Ltd.

2,617

100.0

Nisshin Pharma Inc.

2,689

100.0

Tokatsu Foods Co., Ltd.

100

100.0

Joyous Foods Co., Ltd.

50

85.1

Initio Foods Inc.

487

100.0

Nisshin Engineering Inc.

107

100.0

1,992

100.0

Company Name

NBC Meshtec Inc.

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

9(7) Principal Businesses (As of March 31, 2021)
The following is a description of the businesses and their principal products, etc., of the Group. The Company,as the holding company, controls and manages the Group companies operating these businesses.
Business Segment
Principal Products, etc.
Flour Milling Segment
wheat flour, bran, and wheat flour-related products
Processed Food Segment
prepared mix products, wheat flour for household use, pasta, pasta sauce, frozen
foods, food ingredients for bread, etc., biochemical products, life sciencebusiness, healthcare foods
Prepared Dishes and Other
cooked foods such as bento lunch boxes, other prepared foods, and prepared
Prepared Foods Segment
noodles
Others Segment
design, supervision and contracted construction of facilities; mesh cloths(8) Principal Offices (As of March 31, 2021)[1] The Company
The Company Head Office (Chiyoda-ku, Tokyo)
Institutes and Laboratories (Fujimino)
Research Center for Production and Technology
Research Center for Basic Science Research and Development
QE Center[2] Flour Milling Segment
Nisshin Flour Milling Inc. Head Office (Chiyoda-ku, Tokyo)
Cereal Science Research Center of Tsukuba (Tsukuba)
Sapporo Sales Department (Sapporo), Sendai Sales Department (Sendai)
Kanto Sales Department (Chuo-ku, Tokyo), Tokyo Sales Department (Chuo-ku, Tokyo)
Nagoya Sales Department (Nagoya), Osaka Sales Department (Osaka)
Chushikoku Sales Department (Okayama), Fukuoka Sales Department (Fukuoka)
Hakodate Plant (Hakodate), Chiba Plant (Chiba), Tsurumi Plant (Kawasaki)
Nagoya Plant (Nagoya), Chita Plant (Chita), Higashinada Plant (Kobe)
Okayama Plant (Okayama), Sakaide Plant (Sakaide), Fukuoka Plant (Fukuoka)
Miller Milling Company, LLC Head Office (Minnesota, U.S.A.)
Winchester Plant (Virginia, U.S.A.), Fresno Plant (California, U.S.A.)
Los Angeles Plant (California, U.S.A.), Oakland Plant (California, U.S.A.)
Saginaw Plant (Texas, U.S.A.)
Allied Pinnacle Pty Ltd. Head Office (New South Wales, Australia)
Kingsgrove Plant (New South Wales, Australia), Picton Plant (New South Wales, Australia)
Tennyson Plant (Queensland, Australia), Altona Plant (Victoria, Australia),
Kensington Plant (Victoria, Australia), Tullamarine Plant (Victoria, Australia),
North Fremantle Plant (Western Australia, Australia)
Champion Flour Milling Ltd. Head Office (New Zealand)
Mt. Maunganui Plant (New Zealand), Christchurch Plant (New Zealand)[3] Processed Food Segment
Nisshin Foods Inc. Head Office (Chiyoda-ku, Tokyo)
Hokkaido Sales Department (Sapporo), Tohoku Sales Department (Sendai)
Metropolitan Sales Department (Chuo-ku, Tokyo)
Wide Area Sales Department (Chuo-ku, Tokyo)
Chubu Sales Department (Nagoya), Kansai Sales Department (Osaka)
Chushikoku Sales Department (Hiroshima), Kyushu Sales Department (Fukuoka)
Tatebayashi Plant (Tatebayashi)
Nisshin Seifun Premix Inc. Head Office (Chuo-ku, Tokyo)
Nagoya Plant (Nagoya)
MaMa-Macaroni Co., Ltd. Head Office (Utsunomiya)
Utsunomiya Plant (Utsunomiya), Kobe Plant (Kobe)
Oriental Yeast Co., Ltd. Head Office (Itabashi-ku, Tokyo)
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)
10[4] Prepared Dishes and Other Prepared Foods Segment
Tokatsu Foods Co., Ltd. Head Office (Yokohama)
Ashikaga Plant (Ashikaga), Kawaguchi Plant (Kawaguchi)
Sayama Plant (Sayama), Chiba Kashiwa Plant (Kashiwa)
Yachiyo Plant (Yachiyo), Yokohama Tsurumi Plant (Yokohama)Tsuzuki Plant (Yokohama), Yamakita Plant (Ashigarakami-gun, Kanagawa)Joyous Foods Co., Ltd. Head Office (Saitama)
Kodama Plant (Kodama-gun, Saitama), Kyoto Plant (Kuse-gun, Kyoto)
Initio Foods Inc. Head Office (Chiyoda-ku, Tokyo)
Kumagaya Plant (Kumagaya), Shiraoka Plant (Shiraoka)
Nagoya Plant (Ichinomiya), Higashi-Osaka Plant (Higashi-Osaka)
Kyushu Plant (Miyaki-gun, Saga)[5] Others Segment
Nisshin Engineering Inc. Head Office (Chuo-ku, Tokyo)
NBC Meshtec Inc. Head Office (Hino)
Yamanashi Tsuru Plant (Tsuru), Shizuoka Kikugawa Plant (Kikugawa)(9) Employees of the Group (As of March 31, 2021)
Business Segment
Number of Employees
Flour Milling Segment
2,583
Processed Food Segment
3,518
Prepared Dishes and Other Prepared
1,570
Foods Segment
Others Segment872
Corporate (Across the Group divisions)
408
Total
8,951

Year-on-Year Change
9
(14)
23

(39)
10
(11)

(10) Major Creditors and Loans Payable (As of March 31, 2021)
Creditor
Nippon Life Insurance Company

Outstanding balance of loans payable¥10,000 million

112. Outline of the Company(1) Shares (As of March 31, 2021)[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 6,877,204 shares of treasury shares)[3] Number of shareholders

28,321(Increased 2,653 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)
36,568
12.2
Nippon Life Insurance Company
19,387
6.5
Yamazaki Baking Co., Ltd.
16,988
5.7
Custody Bank of Japan, Ltd. (Trust Account)
14,4344.8
Mizuho Bank, Ltd.
10,447
3.5
The Norinchukin Bank
6,932
2.3
Marubeni Corporation
6,284
2.1
Sumitomo Mitsui Banking Corporation
5,026
1.6
Mitsubishi Corporation
4,224
1.4
Nisshin Seifun Group Employee Shareholding Association
3,602
1.2
Note: The Company is excluded from the major shareholders listed above although it holds 6,877,204 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, 2021
Number of persons to be
Segment
Number of shares
grantedDirectors(excluding Directors who are members of the
14,800 shares of common stock
7
Audit & Supervisory Committee and Outside
Directors)
Outside Directors(excluding Directors who are members of the
1,200 shares of common stock3
Audit & Supervisory Committee)
There were no shares granted to Directors (Audit & Supervisory Committee Members) as remuneration for
performance of their duties.
(2) Subscription Rights to Shares
The status of subscription rights to shares is provided on the Company’s website(https://www.nisshin.com/english/shareholders/meeting.html).

12

(3) Members of the Boards[1] Directors (As of March 31, 2021)
Title
Representative Director
and President
Representative Director,
Vice President andExecutive Officer

Name
Nobuki Kemmoku
Michinori Takizawa

Director and Senior
Managing Executive
Officer

Akira Mori

Director and Managing
Executive Officer

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

Takao Yamada
Yuji Koike

Director

Akio Mimura

Director

Kazuhiko Fushiya

Director

Motoo Nagai

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

Position

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

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

Shoh Ohuchi
Attorney; Proprietor, Kawawa Law
Offices

Tetsuo Kawawa

Certified Public Accountant;
Proprietor, Ito Certified Public
Accountant Offices
Attorney; Senior Partner, Nishi &Director
Partners Attorneys and Counselors at
Mieko Tomita(Audit & Supervisory
Law
Committee Member)
Outside Audit & Supervisory Board
Member, FANUC CORPORATION
Notes: 1. Three Directors (Akio Mimura, Kazuhiko Fushiya, and Motoo Nagai) and three Directors (Audit &Supervisory Committee Members) (Tetsuo Kawawa, Satoshi Ito, and Mieko Tomita) are Outside
Directors.
Satoshi Ito

13

2. The Company selects all of the Outside Directors as Independent Directors in accordance with its“Independence Standards for Outside Directors” (posted on the Company’s website(https://www.nisshin.com/uploads/governance_is.pdf)) formulated pursuant to criteria concerning
independence as defined by the Tokyo Stock Exchange, providing the necessary notification thereto.
3. Director (Full-time Audit & Supervisory Committee Member) Shoh Ohuchi has work experience infinance and accounting at the Company and substantial knowledge of finance and accounting.
4. Director (Audit & Supervisory Committee Member) Satoshi Ito, who has the qualification as a Certified
Public Accountant, has substantial knowledge of finance and accounting.
5. The Company has elected a full-time Audit & Supervisory Committee Member to enhance theeffectiveness of audits.
6. Changes in Directors of the Company and the positions thereof, during the fiscal year ended March 31,
2021, are stated as follows.
1) Mr. Takashi Harada retired from his position as Director, as of June 25, 2020, due to expirationof his term of office. A Director with an asterisk was newly elected at the 176th Ordinary
General Meeting of Shareholders held on the same day and assumed office.
2) Mr. Akira Mori assumed office of Senior Managing Executive Officer, as of June 25, 2020.
7. The following is a list of changes in significant positions concurrently held in the fiscal year ended
March 31, 2021.
Director
Mieko Tomita Took office as an Outside Audit & Supervisory Board Member,(Audit &FANUC CORPORATIONSupervisory(June 26, 2020)
Committee Member)
8. The Company has adopted the executive officer system in order to expedite the execution of business
operations. As of March 31, 2021, 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] Remuneration of Directors
1. Matters regarding the policy for the method of determining remuneration for individual Directors(excluding Directors who are members of the Audit & Supervisory Committee)
At the Board of Directors meeting, the Company established a policy for the method of determining
remuneration for individual Directors (excluding Directors who are members of the Audit & Supervisory
Committee; hereinafter in 1, the same shall apply), after discussions by the Advisory Committee, a bodycomprised of Independent Outside Directors. An overview of the content of the policy for determination
is as follows.
- The remuneration of the Company’s Directors was established with reference to three key factors,
functioning to 1) retain talented human resources, 2) offer remuneration at levels appropriate to theCompany’s size and business domains, and 3) to provide a healthy incentive to improve the Company’s
medium- to long term corporate value. A certain proportion of remuneration consists of variable
remuneration reflecting business performance, thus taking into consideration both level of contribution
to the Group and level of contribution to medium- to long-term basic Group strategies.
- In order to ensure that remuneration for the Company’s Inside Directors functions as a healthy incentive
for sustainable growth, it is the Company’s policy that such remuneration should comprise a combinationof the following components: 1) fixed remuneration paid monthly based on role or position (basic
remuneration); 2) variable remuneration reflecting contribution to past business performance (bonus),
which is, in principal, paid annually with a fixed timing; and, 3) stock-based remuneration reflecting
future business performance, with the objective of promoting management that focuses on shareholder
value, which is paid annually with a fixed timing.
- Remuneration for Outside Directors consists primarily of basic remuneration.
- To ensure objectivity and propriety in the amount of remuneration, the remuneration standards for eachmanagement class are determined by taking into account factors such as the responsibilities that are
specific to the management class and the significance of its impact on Group management, afterreferencing the results of surveys by external institutions.
For bonus and stock-based remuneration, refer to Notes 2 and 3 in “4. Amounts of remuneration for
Directors.” In addition, the determination method for remuneration is described in “3. Delegation of
14

determination of the content of remuneration for individual Directors (excluding Directors who aremembers of the Audit & Supervisory Committee).”
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. Asof 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. Delegation of determination of the content of remuneration for individual Directors (excluding Directors
who are members of the Audit & Supervisory Committee)
A resolution was made at the Board of Directors meeting that the amounts of basic remuneration andbonus and the stock remuneration base amount for individual Directors (excluding Directors who aremembers of the Audit & Supervisory Committee) shall be determined by the Director and President(Nobuki Kemmoku). In this regard, it is considered to be appropriate that the Director and President, whooversees the execution of duties across the Group, determines each of the above matters, based on factors
such as the responsibilities specific to the management class and the significance of its impact on Groupmanagement. To enhance both the independence and objectivity of the remuneration decision-making
process, the approach regarding remuneration for Directors (excluding Directors who are members of the
Audit & Supervisory Committee), including the proportional composition of each remuneration, is
discussed by the Advisory Committee, a body comprised of Independent Outside Directors. Tthe Director
and President then determines the amounts of basic remuneration and bonuses, and the stock remunerationbase amount for individual Directors based on the policy for the method of determining remuneration for
individual Directors (excluding Directors who are members of the Audit & Supervisory Committee;
hereinafter in 3, the same shall apply), as in 1, above. The Company’s Board of Directors received a reportfrom the Director and President regarding the content of remuneration for individual Directors for the
fiscal year under review, which he decided in accordance with the policy for determination. Accordingly,
the Board of Directors judged that it was in accordance with the policy for determination.

15

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

Number of
eligible
executives

Directors(excluding Directors
who are members of
280
207
35
37
11
the Audit &Supervisory
Committee)
Directors (Audit &Supervisory43
43
4
Committee
Members)(Outside Directors
included in the
(60)
(57)
(-)
(3)
(6)
above)
Notes: 1. The above number of Directors (excluding Directors who are members of the Audit & Supervisory
Committee) includes one Director who retired from office during the fiscal year ended March 31,
2021.
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, 2021, refer to “(3) Consolidated Business Results and Summary ofAssets” in “1. Overview of the Corporate Group.”
3. For non-monetary remuneration (stock-based remuneration), the number of Company sharescalculated based on a set formula according to position, as well as cash (corresponding to tax
payment) are delivered and paid to Directors (excluding Directors who are members of the Audit& Supervisory Committee). A fixed transfer restriction period is established for the delivered
shares. In addition, the total amount of expenses for the fiscal year ended March 31, 2021 is stated.
[4] Outside Directors
1. Significant positions concurrently held in other companies, etc. and relationship between the Company
and said companies, etc.
Significant positions concurrently held in other companies, etc., are mentioned above [1] and there isno significant business relationship or special relationship between the Company and the aboveidentified companies of concurrently held positions.
2. Principal activities in the fiscal year ended March 31, 2021
1) Director Akio Mimura
Mr. Mimura attended 12 out of 13 meetings of the Board of Directors held in the fiscal year ended
March 31, 2021. 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 andsupervision over the Company’s business execution, based on his wealth of experience and broadbased insight as a corporate executive.
2) Director Kazuhiko Fushiya
Mr. Fushiya attended all meetings of the Board of Directors held in the fiscal year ended March 31,
2021. 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 he16held important positions.
3) Director Motoo Nagai
Mr. Nagai attended 12 out of 13 meetings of the Board of Directors held in the fiscal year ended March
31, 2021. 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.
4) Director (Audit & Supervisory Committee Member) Tetsuo Kawawa
Mr. Kawawa attended all meetings of the Board of Directors and the Audit & Supervisory Committee
held in the fiscal year ended March 31, 2021. By making remarks, asking questions, and contributing
opinions regarding the purposes and contents of matters resolved and reported as appropriate at themeetings of the Board of Directors and the Audit & Supervisory Committee, he has appropriately
fulfilled the role expected of him, by appropriately auditing and supervising the Company as an Outside
Director who is a member of the Audit & Supervisory Committee, mainly from the viewpoint of legal
compliance, based on his high level of expertise as an attorney and his advanced knowledge of theCompanies Act and governance.
5) Director (Audit & Supervisory Committee Member) Satoshi Ito
Mr. Ito attended all meetings of the Board of Directors and the Audit & Supervisory Committee heldin the fiscal year ended March 31, 2021. 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.
6) Director (Audit & Supervisory Committee Member) Mieko Tomita
Ms. Tomita attended all meetings of the Board of Directors and the Audit & Supervisory Committee
held in the fiscal year ended March 31, 2021. 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, she has appropriately
fulfilled the role expected of her, by appropriately auditing and supervising the Company as an Outside
Director who is a member of the Audit & Supervisory Committee, mainly from the viewpoint of legal
compliance, based on her high level of expertise as an attorney and her wealth of experience incorporate legal affairs.

17

(4) Independent Auditor[1] Name of the Independent Auditor: Deloitte Touche Tohmatsu LLC[2] Compensation to the Independent Auditor for the fiscal year ended March 31, 2021
1. Compensation paid to the Independent Auditor¥64 million
2. Total of cash and other financial profits payable by the Company and its subsidiaries¥210 million
Notes: 1. The audit contract between the Company and the Independent Auditor does not and practicallycannot separate the amount of compensation for the audit under the Companies Act from the amountof compensation for the audit under the Financial Instruments and Exchange Act. Therefore, thecompensation described in the above 1 is the sum of both amounts.
2. Some subsidiaries of the Company have their financial statements and related documents audited byauditors other than Deloitte Touche Tohmatsu LLC.
[3] Reasons for the Audit & Supervisory Committee’s approval on compensation to the Independent Auditor
The Audit & Supervisory Committee has given its approval as prescribed under Article 399, Paragraph 1
and 3 of the Companies Act, as the compensation to the Independent Auditor was considered reasonable
based on the verification and review of the relevant matters including details of the audit plan in the fiscal
year under review, the status of execution of duties by the Independent Auditor and the basis of calculating
the estimated compensation.
[4] Policy for decisions on dismissal or non-reappointment of Independent Auditor
The Audit & Supervisory Committee will dismiss the Independent Auditor in the event that any of thereasons stipulated in each item of Article 340, Paragraph 1 of the Companies Act are deemed applicable tothe Independent Auditor and such action is considered necessary, subject to the unanimous consent of the
Audit & Supervisory Committee Members.
In addition, the Audit & Supervisory Committee will decide the details of a proposal for the dismissal or
non-reappointment of the Independent Auditor to be submitted to the General Meeting of Shareholders, as
stipulated in Article 399-2, Paragragh 3, Item 2 of the Companies Act, in the event that any of the reasons
stipulated in Article 340 of the Companies Act, or any concomitant reasons, are deemed applicable to the
Independent Auditor and such action is considered necessary. Furthermore, the Audit & Supervisory
Committee may also decide the details of a proposal for the non-reappointment of the Independent Auditor
to be submitted to the General Meeting of Shareholders, as stipulated in Article 399-2, Paragragh 3, Item 2of the Companies Act, in the event that the non-reappointment of the Independent Auditor is consideredappropriate in overall consideration of various factors including the audit quality provided and the status ofexecution of duties by the Independent Auditor.

18

3. Systems and Policies of the Company(1) Systems to Ensure Appropriate Business Execution and the Status of Operation of Systems Concerned
Systems to ensure appropriate business execution and the status of operation of systems concerned are provided
on the Company’s website (https://www.nisshin.com/english/shareholders/meeting.html).
(2) Basic Policies Regarding Control of the Corporation
Basic policies regarding control of the corporation(https://www.nisshin.com/english/shareholders/meeting.html).

isprovidedon

the Company’s

website(3) Policy on Dividends from Surplus
The Company aims to meet the expectations of shareholders to distribute profits, taking into consideration thecurrent and future profitability of its business and financial position, by undertaking the payment of dividends basedon a targeted payout ratio of at least 40% on a consolidated basis.
As a further return of profits to shareholders, the Company intends to pay a full-year dividend of ¥37 per share,
representing an increase in the ordinary dividend of ¥1 from that of the previous fiscal year, and a dividend of ¥2
per share commemorating the Company’s 120th Anniversary. Accordingly, the Company will submit a proposal to
the Ordinary General Meeting of Shareholders to distribute its surplus to pay a year-end dividend of ¥20 per share.
As a result, dividends paid will have increased for eight consecutive terms since the fiscal year ended March 31,
2014, the fiscal year in which total dividends paid were increased by stock split without adjustment to the dividend
per share.
We will focus on enhancing the stable distribution of profits from a long-term perspective to shareholders whoshare with us “the values created down through the generations since the establishment of the Company” based on
the policy concerning the long-term vision of “NNI ‘Compass for the Future’―Toward a New Stage―Maximizing
Group-wide Capabilities and Effecting Business Model Change.” More precisely, we aim for a payout ratio of 40%
or more on a consolidated basis and seek to continuously increase the amount of dividends, while intending torepurchase treasury shares in a flexible manner taking into account cash flows and strategic needs for investment
funds.
End

19

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheet(As of March 31, 2021)
Item

AmountItem(ASSETS)
Current assets(Millions of yen)Amount(LIABILITIES)
238,674

Current liabilities

108,740

Cash and deposits

61,282

Notes and accounts payable – trade47,946

Notes and accounts receivable – trade

85,483

Short-term loans payable

5,547

Securities

452

Income taxes payable

5,022

Inventories

81,606

Accrued expenses

21,869Other

10,361

Other

28,353

Allowance for doubtful accounts(511)
Non-current liabilities

133,900

Non-current assets

448,740

Bonds

20,000Property, plant and equipment

215,428

Long-term loans payable

14,729Buildings and structures, net
Machinery, equipment and vehicles,
net
Land

68,269Lease obligations

36,673

51,256

Deferred tax liabilities

30,56245,877

Provision for repairs

1,324

Construction in progress

15,261

Net defined benefit liability

22,533Right-of-use assets

28,055Long-term deposits received

5,618

Other, net

6,707

Other

2,458
Total liabilities

242,640

Intangible assets

73,376(NET ASSETS)

Goodwill

45,551

Shareholders’ equity

359,990

Other

27,824

Capital stock

17,117

Capital surplus

12,627

Investments and other assets

159,935

Retained earnings

341,241

Investment securities

147,168

Treasury shares(10,997)

Net defined benefit asset

301

Deferred tax assets

6,992

Other

5,602

Allowance for doubtful accounts(128)

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

73,09864,687222
9,314(1,125)116

Non-controlling interests

11,569Total net assets

444,774

Total liabilities and net assets

687,415

687,41520

Consolidated Statement of Income(For the Fiscal Year Ended March 31, 2021)
Item(Millions of yen)AmountNet sales

679,495

Cost of sales

490,410Gross profit

189,084
161,887

Selling, general and administrative expenses
Operating profit

27,197

Non-operating income
Interest income

159

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

2,811
1,794
317

Other

713

5,797

Non-operating expenses
Interest expenses

2,782

Other

324

Ordinary profit

3,107
29,886Extraordinary income
Gain on sales of non-current assets

427

Gain on sales of investment securities

1,421

1,849

Extraordinary losses
Loss on retirement of non-current assets

608

Impairment loss

977

Business restructuring expenses

388

Profit before income taxes

1,974
29,762

Income taxes – current

10,671

Income taxes – deferred(863)

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

9,807
19,954943
19,01121

NON-CONSOLIDATED FINANCIAL STATEMENTS
Non-consolidated Balance Sheet(As of March 31, 2021)(Millions of yen)
Item

AmountItem(ASSETS)
Current assets
Cash and deposits

Amount(LIABILITIES)
35,662Current liabilities

41,47531,955

Lease obligations

169
628

Accounts receivable – trade285

Accounts payable – otherPrepaid expenses

218

Accrued expenses

2,040

2,435

Deposits received

38,559

Income taxes receivable
Other

767

Non-current assets

366,667

Property, plant and equipment

23,421

Buildings, net

5,181

Structures, net
Machinery and equipment, net
Vehicles, net
Tools, furniture and fixtures, net
LandConstruction in progress

36

Other

41

Non-current liabilities

56,128

Bonds

20,000361

Long-term loans payable

10,000736

Lease obligations

5499
16,156

Leased assets, net

Provision for directors’ bonuses

310

Deferred tax liabilities

21,459Provision for retirement benefits

3,194

Other

1,164

473

Total liabilities

7(NET ASSETS)

97,604

Shareholders’ equity

256,135

Intangible assets

753

Capital stock

17,117

Leasehold right

18

Software501

Capital surplus
Legal capital surplus

9,690
9,500

Leased assets

174

Other capital surplus

190

Other

58

Retained earnings
Legal retained earnings

240,316
4,379

Investments and other assets
Investment securities

342,492
89,642Other retained earnings

235,936

Reserve for dividends

2,000

Shares of subsidiaries and associates

165,262

Reserve for tax purpose reduction
entry of non-current assets

2,556

Investments in capital

326

Investments in capital of subsidiaries
and associates

1,093

Long-term loans receivable fromsubsidiaries and associates

85,534

Other

657

Allowance for doubtful accounts(25)

General reserve

170,770

Retained earnings brought forward

60,610Treasury shares(10,989)

Valuation and translation
adjustments

48,474

Valuation difference on availablefor-sale securities

48,474

Subscription rights to shares
Total assets

402,329
22

116

Total net assets

304,725

Total liabilities and net assets

402,329

Non-consolidated Statement of Income(For the Fiscal Year Ended March 31, 2021)(Millions of yen)
Item

AmountOperating revenue

24,335

Operating expenses

13,871

Operating profit

10,463Non-operating income
Interest income

913

Dividend income

2,060

Other

60

3,034

Non-operating expenses
Interest expenses

166

Other

10

Ordinary profit

177
13,320Extraordinary income
Gain on sales of investment securities

595

Gain on sales of non-current assets

305

901

Extraordinary losses
Loss on retirement of non-current assets

25

Impairment loss

977

Profit before income taxes

1,003
13,219

Income taxes – current

344

Income taxes – deferred(155)

Profit188
13,03023

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.
With respect to the year-end dividend from the surplus for the fiscal year under review, the Company proposes
to pay a commemorative dividend of ¥2 per share for the 120th Anniversary of our founding, on top of an ¥18 pershare ordinary dividend, for a total of ¥20 per share, with the details of the payment summarized as follows. This
will result in the annual dividend, consisting of the interim and year-end dividends, of ¥37 per share for the fiscal
year ended March 31, 2021, an increase of ¥3 from the previous fiscal year.
If this proposal is approved, the Company will have achieved an increase in dividends for eight consecutive
fiscal years since the fiscal year ended March 31, 2014, in which an actual increase in dividends was offered throughstock split without making adjustment to the dividend per share.
(1) Type of dividend
Cash(2) Matters related to the allocation of dividend and total amount thereof¥20 per share of the Company’s common stock
Total amount of dividends: ¥5,949,620,680(3) Effective date of dividend payment
June 28, 2021

24

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)
1

Nobuki Kemmoku

Renomination

Director and President
Director, Senior Managing
Executive Officer (In chargeof Corporate Planning
Division and Finance andAccounting Division)
Director, Managing Executive
Officer and Division
Executive (Business
Development Division)
Director, Managing Executive
Officer and Division
Executive (Technology andEngineering Division)

13/13 (100%)

2

Akira Mori

Renomination

3

Koichi Iwasaki

Renomination

4

Satoshi Odaka

Renomination

5

Takao Yamada

Renomination

Director and Managing
Executive Officer

13/13 (100%)

6

Yuji Koike

Renomination

Director and Managing
Executive Officer

13/13 (100%)

7

Akio Mimura

Renomination
Outside Director
Director
Independent Director

12/13 (92.3%)

8Kazuhiko Fushiya

Renomination
Outside Director
Director
Independent Director

13/13 (100%)9Motoo Nagai

10

Naoto Masujima

Renomination
Outside Director
Director
Independent Director
Managing Executive Officer
and Division Executive
New candidate(General Administration
Division)

13/13 (100%)

13/13 (100%)

10/10 (100%)

12/13 (92.3%)—

Note: Attendance information for Mr. Satoshi Odaka only includes meetings of the Board of Directors held since his appointment onJune 25, 2020.

25

No.

Name
(Date of Birth)

Joined the Company
Managing Director, Nisshin Flour Milling
Inc.
June 2012
Executive Officer
June 2013
Director
Senior Managing Director, Nisshin Flour
Milling Inc.
Nobuki Kemmoku
April 2015
Director and President, Nisshin Flour(February 13, 1961)
Milling Inc.
June 2015
Managing Director
April 2017
Director and President (to the present)
Director and Chairman, Nisshin Flour
Milling Inc. (to the present)[Director and Chairman, Nisshin Flour Milling Inc.]
Reason for selecting the candidate for Director
Renomination

1

2

Career Summary, Position and Responsibility in the Company[Significant Positions Concurrently Held]
April 1984
September 2011

Number of theCompany’s
Shares Held

66,905 shares

The Company selected Mr. Nobuki Kemmoku as candidate for Director as he has a wealth of experienceand excellent track record in management of the flour milling business and also has been leading the holding
company’s management as President of the Company, and thus is considered to possess the requisite skills
and qualities for the Company to pursue sustainable growth and medium- to long-term enhancement ofcorporate value.
Renomination
April 1979
Joined the Company
June 2010
General Manager (Finance Department of
Finance and Accounting Division)
June 2012
Executive Officer and General Manager(Finance Department of Finance andAccounting Division)
June 2013
Director and Division Executive (Corporate
Planning Division)
June 2015
Managing Director and Division Executive
39,560 shares(Corporate Planning Division)
Akira MoriManaging Director and Division Executive(December 16, 1956) April 2017
(Finance and Accounting Division)
June 2019
Director, Managing Executive Officer andDivision Executive (Finance andAccounting Division)
June 2020
Director, Senior Managing Executive
Officer (In charge of Corporate Planning
Division and Finance and Accounting
Division) (to the present)
Reason for selecting the candidate for Director
The Company selected Mr. Akira Mori as candidate for Director as he has a wealth of experience andexcellent track record in the areas including accounting, finance and corporate planning, and thus isconsidered to possess the requisite skills and qualities for the Company to pursue sustainable growth andmedium- to long-term enhancement of corporate value.

26

No.

Name
(Date of Birth)

Joined the Company
Director and Division Executive (Sales
Division), Nisshin Foods Inc.
June 2010
Executive Officer
Managing Director and Division Executive(Sales Division), Nisshin Foods Inc.
June 2012
Director
Director and President, Nisshin Foods Inc.
June 2014
Managing Director
June 2015
Director, Tokatsu Foods Co., Ltd.
Koichi Iwasaki
June 2017
Executive Officer(September 12, 1956)
Director and Vice Chairman, Tokatsu Foods
Co., Ltd.
June 2019
Director, Managing Executive Officer andDivision Executive (Business Development
Division) (to the present)
July 2019
Director and Chairman, Tokatsu Foods Co.,
Ltd. (to the present)[Director and Chairman (Representative Director), Tokatsu Foods
Co., Ltd.]
Reason for selecting the candidate for Director
Renomination

3

4

Career Summary, Position and Responsibility in the Company[Significant Positions Concurrently Held]
April 1980
June 2007

Number of theCompany’s
Shares Held

61,200 shares

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.
April 1983
Joined the Company
Renomination
June 2007
General Manager (Technology andEngineering Department of Technology andEngineering Division)
April 2012
Director and Division Executive(Production Division), Nisshin Flour
Milling Inc.
June 2012
Executive Officer
30,291 shares
Satoshi Odaka
June 2015
Director and Division Executive(November 18, 1958)(Technology and Engineering Division)
June 2019
Managing Executive Officer and Division
Executive (Technology and Engineering
Division)
June 2020
Director, Managing Executive Officer andDivision Executive (Technology andEngineering Division) (to the present)
Reason for selecting the candidate for Director
The Company selected Mr. Satoshi Odaka as candidate for Director as he has a wealth of experience andexcellent track record in the areas including production management and technology development, and thus
is considered to possess the requisite skills and qualities for the Company to pursue sustainable growth andmedium- to long-term enhancement of corporate value.

27

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(to the present)[Director and President (Representative Director), Nisshin Flour
Milling Inc.]
Reason for selecting the candidate for Director
Renomination

5

6

Career Summary, Position and Responsibility in the Company[Significant Positions Concurrently Held]
April 1983
June 2011

Number of theCompany’s
Shares Held

36,096 shares

The Company selected Mr. Takao Yamada as candidate for Director as he has a wealth of experience andexcellent track record in management of the flour milling business, and thus is considered to possess therequisite skills and qualities for the Company to pursue sustainable growth and medium- to long-term
enhancement of corporate value.
April 1983
Joined the Company
Renomination
June 2014
Executive Officer
Director and President, Nisshin Petfood Inc.
June 2017
Director
Director and President, Nisshin Foods Inc.
32,331 shares
Yuji Koike(to the present)(January 16, 1960)
June 2019
Director and Managing Executive Officer(to the present)[Director and President (Representative Director), Nisshin Foods
Inc.]
Reason for selecting the candidate for Director
The Company selected Mr. Yuji Koike as candidate for Director as he has a wealth of experience andexcellent track record as a business manager, along with extensive expertise in the area of sales operationin the processed food business, and thus is considered to possess the requisite skills and qualities for theCompany to pursue sustainable growth and medium- to long-term enhancement of corporate value.

28

No.

Name
(Date of Birth)

April 1963
June 1993

Number of theCompany’s
Shares Held

Joined Fuji Iron & Steel Co., Ltd.
Director, Nippon Steel Corporation(NSC)
April 1997
Managing Director, NSC
April 2000
Representative Director and Executive
Vice President, NSC
April 2003
Representative Director and President,
NSC
June 2006
Audit & Supervisory Board Member
April 2008
Representative Director and Chairman,
NSC
June 2009
Director (to the present)
October 2012
Director and Senior Advisor, Nippon
Steel & Sumitomo Metal Corporation(NSSMC)44,370 shares
June 2013
Senior Advisor, NSSMC
Akio Mimura
November 2013 Senior Advisor, Honorary Chairman,(November 2, 1940)
NSSMC
June 2018
Senior Advisor, Honorary Chairman,
NSSMC
April 2019
Senior Advisor, Honorary Chairman,
Nippon Steel Corporation (to thepresent)[Senior Advisor, Honorary Chairman, Nippon Steel Corporation][Chairman, The Japan Chamber of Commerce and Industry][Chairman, The Tokyo Chamber of Commerce and Industry][Outside Director, Development Bank of Japan Inc.][Outside Director, Tokio Marine Holdings, Inc.][Outside Director, Japan Post Holdings Co., Ltd.][Outside Director, INCJ, Ltd.]
Reason for selecting the candidate for Outside Director 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]

The Company selected Mr. Akio Mimura as candidate for Outside Director as he currently provides
appropriate advice and supervision over the Company’s business execution based on his wealth ofexperience and broad-based insight as corporate executive, and thus is hoped to continue to fulfill theaforementioned expected role, as the Company pursues sustainable growth and medium- to long-term
enhancement of its corporate value.

29

No.

Name
(Date of Birth)9

April 1967
July 1999
July 2001

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
4,200 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

8Career Summary, Position and Responsibility in the Company[Significant Positions Concurrently Held]

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 ofexperience and high-level expertise gained through his career in the Ministry of Finance and othergovernmental organizations where he held important positions, 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. Although Mr. Fushiya has no experience in participating directly incorporate management, except by serving as Outside Director or Outside Audit & Supervisory Board
Member, he is believed, for the aforementioned reasons, to be capable of adequately fulfilling the duties
of Outside Director.
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 600 shares
Executive Officer, Mizuho Trust &Banking Co., Ltd.
Motoo Nagai(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 growthand medium- to long-term enhancement of its corporate value.

30

No.

Name
(Date of Birth)

Joined the Company
General Manager (Investor Relations
Office of Corporate Planning Division)
December 2012 General Manager (GS (Overseas Business
Development) of Corporate Planning
Division)
July 2013
General Manager (GS (Globalization) of
Corporate Planning Division)
June 2014
Executive Officer, GS (Globalization) of
Corporate Planning Division and General
Manager (China Business Development
Office of Corporate Planning Division)
Naoto Masujima
June 2015
Director, General Manager (Corporate(September 11,
Planning Department) and Division
1960)
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)
June 2019
Managing Executive Officer and Division
Executive (General Administration
Division) (to the present)
Reason for selecting the candidate for Director
New candidate

10Career Summary, Position and Responsibility in the Company[Significant Positions Concurrently Held]
April 1983
June 2009

Number of theCompany’s
Shares Held

28,081 shares

The Company selected Mr. Naoto Masujima as candidate for Director as he has a wide range of experienceand excellent track record in the areas including general administration, investor relations, corporate
planning and overseas business, and thus is considered to possess the requisite skills and qualities for theCompany to pursue sustainable growth and medium- to long-term enhancement of corporate value.
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. Akio Mimura, Mr. Kazuhiko Fushiya, and Mr. Motoo Nagai which limit the amount of liability fordamages set forth in Article 423, Paragraph 1 thereof, to the sum of the amount set forth in each item of Article 425,
Paragraph 1 thereof, provided that their duties are performed in good faith and without gross negligence on their parts.
3. 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 theperformance of their duties, or from claims in pursuit of that liability, shall be compensated. Each candidate will be included
as the insured under this insurance contract. In addition, the Company plans to renew this insurance contract under similar
conditions, at the time of the next renewal.
4. Information on candidates for Outside Directors(1) Mr. Akio Mimura, Mr. Kazuhiko Fushiya, and Mr. Motoo Nagai are candidates for Outside Directors. The Company has
selected them as Independent Directors due to their satisfying the “Independence Standards for Outside Directors,” which
are stipulated by the Company based on the criteria concerning independence set forth by the Tokyo Stock Exchange(and posted on the Company’s website (https://www.nisshin.com/uploads/governance_is.pdf)) with the necessary
notification provided thereto.
(2) Mr. Akio Mimura is currently an Outside Director for the Company, whose term in office will be about twelve 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 fifteen years since his appointment as an Outside Audit & Supervisory Board Member.
(3) Mr. Kazuhiko Fushiya is currently an Outside Director for the Company, whose term in office will be about six 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 twelve years since his appointment as an Outside Audit & Supervisory Board Member.
(4) Mr. Motoo Nagai is currently an Outside Director for the Company, whose term in office will be about two 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 the31Company for about six years since his appointment as an Outside Audit & Supervisory Board Member.
(5) Japan Post Holdings Co., Ltd., for which Mr. Akio Mimura serves as an outside director, received process improvement
orders by the Minister for Internal Affairs and Communications and the Financial Services Agency on December 27,
2019, due to improper sales for insurance, etc. by the company’s subsidiaries. Mr. Akio Mimura had not been aware ofthese issues until the underlying causes for the orders became known. However, Mr. Akio Mimura has regularly provided
suggestions at meetings of the board of directors and other such meetings from the standpoint of importance of group
governance and internal control, and after becoming aware of these issues, he has appropriately fulfilled his duties by
providing instructions regarding thorough investigation and prevention of reoccurrence of such misconduct.
(6) Nissan Motor Co., Ltd. (“Nissan”), for which Mr. Motoo Nagai served as an outside audit & supervisory board member(full-time) until June 2019 and serves as an outside director from the same month, received process improvement orders
on March 26, 2018 and process improvement directives on December 19, 2018 from the Ministry of Land, Infrastructure,
Transport and Tourism related to the company’s non-conformities in the final inspection process at its vehicle
manufacturing plants in Japan. In addition, Nissan received a surcharge payment order on February 27, 2020 from theCommissioner of the Financial Services Agency for making false disclosures regarding the director’s remuneration in
annual securities reports submitted in past years, etc. Due to such false disclosures regarding the director’s remuneration,
Nissan and former directors of Nissan were also indicted on charges of violating the Financial Instruments and Exchange
Act (Crime of Submission of False Annual Securities Report). Furthermore, a former director of Nissan was indicted on
charges for violating the Companies Act (Crime of an Aggravated Breach of Trust). Mr. Motoo Nagai had not been awareof these issues until the underlying causes for such matters became known. However, Mr. Motoo Nagai has regularly
provided suggestions at meetings of the board of directors and other such meetings from the standpoint of compliancewith laws and regulations, and after becoming aware of these issues, he has appropriately fulfilled his duties by providing
instructions regarding thorough investigation and prevention of reoccurrence of such misconduct.

32

Proposal No. 3: Election of Four (4) Directors Who Are Members of the Audit & Supervisory Committee
At the conclusion of this Ordinary General Meeting of Shareholders, the term of office of all four (4) Directors
who are members of the Audit & Supervisory Committee will expire.
Therefore, we propose that four (4) 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)
Renomination

Director (Full-time Audit &Supervisory Committee
Member)1

Shoh Ohuchi

2

Tetsuo Kawawa

Renomination
Director (Audit & Supervisory
Outside Director
Committee Member)
Independent Director

13/13 (100%)3

Satoshi Ito

Renomination
Director (Audit & Supervisory
Outside Director
Committee Member)
Independent Director

13/13 (100%)

4

Mieko Tomita

Renomination
Director (Audit & Supervisory
Outside Director
Committee Member)
Independent Director

13/13 (100%)33

13/13 (100%)

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
19,740 shares(Finance Department of Finance andShoh Ohuchi
Accounting
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 1975
Qualified as an attorney
Outside Director
April 1996
Proprietor, Kawawa Law Offices (to the
Independent Director
present)
August 2002
Member, the Corporation Law(Modernization) Subcommittee, Legislative
Council of the Ministry of Justice
0 shares
September
2002
Member, the Special Commission of the
Tetsuo Kawawa
Judicial Advisory Committee of the Japan(June 15, 1947)
Federation of Bar Associations
June 2007
Audit & Supervisory Board Member
June 2019
Director (Audit & Supervisory Committee
Member) (to the present)
2[Attorney; Proprietor, Kawawa Law Offices]
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. Tetsuo Kawawa as candidate for Outside Director who is a member of the Audit& Supervisory Committee, as he 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 his high level of expertise as an attorney and his advanced knowledge of theCompanies Act and governance, and thus is hoped to continue to fulfill the aforementioned expected rolefrom an objective standpoint. Although Mr. Kawawa has no experience in participating directly in corporate
management except by serving as Outside Director or Outside Audit & Supervisory Board Member, he 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.

34

Name
(Date of Birth)

No.

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

Number of theCompany’s
Shares Held

Joined Arthur Andersen & Co., Japan branch
Qualified as a Certified Public Accountant
Partner, Arthur Andersen & Co.
Representative Partner, Asahi & Co.
(Currently KPMG AZSA LLC)
August 2001
Proprietor, Ito Certified Public Accountant
Offices (to the present)
April 2002
Specially Appointed Professor, Institute of
0 sharesAccounting Research, Chuo University
Satoshi Ito
March 2007
Retirement as a Specially Appointed(July 25, 1942)
Professor, Institute of Accounting Research,
Chuo University
June 2010
Audit & Supervisory Board Member
June 2019
Director (Audit & Supervisory Committee
3
Member) (to the present)[Certified Public Accountant; Proprietor, Ito Certified Public
Accountant Offices]
Reason for selecting the candidate for Outside Director who is a member of the Audit & Supervisory
Committee and a summary of the expected role
Renomination
Outside Director
Independent Director

January 1967
December 1970
September 1978
October 1993

The Company selected Mr. Satoshi Ito as candidate for Outside Director who is a member of the Audit &Supervisory Committee, as he has been diligently performing auditing and supervising duties as an Outside
Director who is a member of the Audit & Supervisory Committee, drawing on his extensive auditing
experience as a certified public accountant and his high-level expertise in finance and accounting, and thus
is hoped to continue to fulfill the aforementioned expected role from an objective standpoint. Although Mr.
Ito has no experience in participating directly in corporate management, except by serving as Outside
Director or Outside Audit & Supervisory Board Member, he is believed, for the aforementioned reasons, tobe capable of adequately fulfilling the duties of Outside Director who is a member of the Audit &Supervisory Committee.
Renomination
April 1980
Qualified as an attorney
Outside Director
Joined Nishi and Iseki Law Office (Currently
Independent Director
Nishi & Partners Attorneys and Counselors at
Law)
April 2001
Civil Conciliation Commissioner, Tokyo
District Court (to the present)
April 2017
Senior Partner, Nishi & Partners Attorneys
0 sharesand Counselors at Law (to the present)
Mieko Tomita
June 2019
Director (Audit & Supervisory Committee(August 15, 1954)
Member) (to the present)[Attorney; Senior Partner, Nishi & Partners Attorneys andCounselors at Law]
[Outside Audit & Supervisory Board Member, FANUC
4CORPORATION]
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.

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 limitation35

agreements with Mr. Shoh Ohuchi, Mr. Tetsuo Kawawa, Mr. Satoshi Ito, and Ms. Mieko Tomita which limit the amountof 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. 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 theperformance of their duties, or from claims in pursuit of that liability, shall be compensated. Each candidate will be
included as the insured under this insurance contract. In addition, the Company plans to renew this insurance contract
under similar conditions, at the time of the next renewal.
4. Information on candidates for Outside Directors who are members of the Audit & Supervisory Committee(1) Mr. Tetsuo Kawawa, Mr. Satoshi Ito and Ms. Mieko Tomita are candidates for Outside Directors. The Company selects
them as Independent Directors due to them satisfying the “Independence Standards for Outside Directors” which are
stipulated by the Company based on the criteria concerning independece set forth by the Tokyo Stock Exchange (andposted on the Company’s website (https://www.nisshin.com/uploads/governance_is.pdf)) and has provided thenecessary notification thereto.
(2) Mr. Tetsuo Kawawa is currently an Outside Director who is a member of the Audit & Supervisory Committee for theCompany, whose term in office will be about two years at the time of the conclusion of this Ordinary General Meetingof Shareholders. Furthermore, he was an Outside Audit & Supervisory Board Member for the Company before his
appointment as an Outside Director who is a member of the Audit & Supervisory Committee and so has been with theCompany for about fourteen years since his appointment as an Outside Audit & Supervisory Board Member.
(3) Mr. Satoshi Ito is currently an Outside Director who is a member of the Audit & Supervisory Committee for theCompany, whose term in office will be about two years at the time of the conclusion of this Ordinary General Meetingof Shareholders. Furthermore, he was an Outside Audit & Supervisory Board Member for the Company before his
appointment as an Outside Director who is a member of the Audit & Supervisory Committee and so has been with theCompany for about eleven years since his appointment as an Outside Audit & Supervisory Board Member.
(4) 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 two years at the time of the conclusion of this Ordinary General Meetingof Shareholders.
(5) Ms. Mieko Tomita is scheduled to retire from the office of Outside Audit & Supervisory Board Member of FANUCCORPORATION at the conclusion of its Ordinary General Meeting of Shareholders to be held in June 2021, and assume
office of its Outside Director who is an Audit & Supervisory Committee Member.

36

Proposal No. 4: 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
With the aim of securing and improving the corporate value of the Company and the common interests of theshareholders, the Company has introduced measures using a gratis allotment of subscription rights to shares in linewith Article 45 of its Articles of Incorporation and the “Approval of Gratis Allotment of Subscription Rights toShares for Securing and Improving the Corporate Value of the Company and the Common Interests of the
Shareholders”, as approved by the 162nd Ordinary General Meeting of Shareholders held on June 28, 2006.
Thereafter, in accordance with the approval at the 174th Ordinary General Meeting of Shareholders held on June 27,2018 (hereinafter referred to as the “2018 Approval Resolution”), a resolution was passed for the renewal of saidmeasures at the Company’s Board of Directors Meeting held on the same date. The period for which the 2018
Approval Resolution is in force is stipulated as terminating at the close of the first meeting of the Board of Directors
held following the conclusion of this Ordinary General Meeting of Shareholders. Thus, the Company plans to renew
the 2018 Approval Resolution, and requests approval for the gratis allotment of subscription rights to shares as
stipulated in <Contents of the Approval Resolution> Paragraph 1 with the supplementary conditions contained from
Paragraph 2 (1) below, in accordance with Article 45 of the Articles of Incorporation. (Hereinafter, a resolution
passed approving this proposal shall be referred to as “the Approval Resolution”, and measures employed by the
Board of Directors utilizing the gratis allotment of subscription rights to shares in accordance with the contents of
the Approval Resolution shall be referred to as “the Plan.” For further explanation of the Plan, please refer to thematerials entitled “Notice Concerning the Renewal of Proper Countermeasures to Secure and/or Improve Corporate
Value and Common Interests of Shareholders (Takeover Defense Measures)” which are attached at the end of thisdocument.)
Any terms used in this Proposal whose definition is dependent upon the provisions of the Financial Instruments
and Exchange Act (Act No. 25, April 13, 1948; as amended) shall be interpreted as equivalent terms in accordancewith the provisions of any subsequent revisions to the Financial Instruments and Exchange Act.
<Contents of the Approval Resolution>
1. In order to secure and improve the corporate value of the Company and the common interests of the shareholders,the Board of Directors may implement the gratis allotment or shareholder allotment (hereinafter referred to as“Gratis Allotment”) of subscription rights to shares of which the exercise is restricted for a Specified Acquirer
and Related Parties (see Note) (hereinafter referred to as “Subscription Rights to Shares”), in accordance with the
supplementary conditions from Paragraph 2 (1) below. The Board of Directors may stipulate in advance matterspertaining to the Gratis Allotment of Subscription Rights to Shares in case a Specified Acquirer (see Note)appears, and may also stipulate any matters or measures required for the smooth implementation of the Plan,
including details pertaining to the procedures contained in Paragraph 2 below.
A “Specified Acquisition” under Article 45, Paragraph 2 of the Articles of Incorporation shall mean any act
described in Items [1] or [2] as follows:[1] an act of purchasing the Company’s share certificates, etc., (Article 27 (23), Paragraph 1 of the Financial
Instruments and Exchange Act) that would result in the ratio of holdings reaching or exceeding 20% of theCompany’s share certificates, etc. (Article 27 (23), Paragraph 4 of the Financial Instruments and ExchangeAct) (including similar acts as specified by the Board of Directors)[2] an act of commencing a tender offer on the Company’s share certificates, etc. (Article 27 (2), Paragraph 1 of
the Financial Instruments and Exchange Act), that would result in the ratio of possessions reaching or
exceeding 20% of the Company’s share certificates, etc. (Article 27 (2), Paragraph 8 of the Financial
Instruments and Exchange Act). However, this refers to the combined possessions of the Company’s sharecertificates of Specified Parties (Article 27 (2), Paragraph 7 of the Financial Instruments and Exchange Act)to the Tender Offeror (Article 27 (3), Paragraph 2 of the Financial Instruments and Exchange Act) after thepurchase. (The ratio of possessions of the Company’s share certificates, etc., after the purchase shall be judged
pursuant to the description in the Tender Offer Registration Statement, and a Specified Acquisition shall be37deemed to have been implemented on the business day following the announcement of a tender offer).
(Note) “Specified Acquirer and Related Parties” is defined as follows: (a) a Specified Large-Scale Owner (referringto the Specified Acquirer implementing a Specified Acquisition as stipulated in [1] above, hereinafter thesame shall apply); (b) a joint owner (Article 27 (23), Paragraphs 5 and 6 of the Financial Instruments andExchange Act) of the Specified Large-Scale Owner; (c) a Specified Tender Offeror (referring to theSpecified Acquirer implementing a Specified Acquisition as stipulated in [2] above, hereinafter the same
shall apply. A party who comes to fall under the Specified Large-Scale Owner shall be treated thereafter asa Specified Large-Scale Owner.); (d) Specified Parties to the Specified Tender Offeror; and (e) parties thatthe Board of Directors stipulates to be effectively the same as the above.
“Specified Acquirer” refers to a party implementing a Specified Acquisition which has not obtained a
Confirmation Resolution, as described in Paragraph 2 (2) below, at the time when a Specified Acquisition
was implemented (defined as the earlier of either [1] or [2] above). However, parties holding 20% or moreof the Company’s share certificates, etc. shall not be deemed to be a Specified Acquirer where (a) such aparty is the Company, the Company’s subsidiaries, employee shareholding associations of the Company or
any of the Company’s subsidiaries, or any other party stipulated by the Board of Directors to be effectively
the same as the above, and (b) such a party comes to hold 20% or more of the Company’s share certificates,
etc., solely because treasury stock is purchased or cancelled by the Company, and other acts stipulated by
the Board of Directors are carried out (except in cases when the ratio of holdings of the Company‘s sharecertificates, etc. held by said party increases at a later date by 1% or more as a result of acts other than theabove).
2. The supplementary conditions shall be stipulated as follows.
(1) The Board of Directors shall pass a resolution establishing a Corporate Value Committee. Members of the
Corporate Value Committee shall be selected exclusively from the Independent Outside Directors of theCompany, and resolutions of the Corporate Value Committee shall be passed through a majority of the votes ofall members of the Corporate Value Committee.
(2) The Board of Directors shall request that parties intending to implement a Specified Acquisition make anadvance written submission of a proposal in relation to a Specified Acquisition to the Company (this proposal
shall include any information reasonably requested by the Company, including matters related to the party
intending to implement a Specified Acquisition (including group companies and other related parties), the aims
of said Acquisition, 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, andinformation related to Paragraph (4) Items [1] to [5] below. Hereinafter, a proposal containing the necessary
information shall be referred to as an “Acquisition Proposal” and a party making an Acquisition Proposal shallbe referred to as the “Proposed Acquirer”), and seek a Confirmation Resolution. Parties intending to implementa 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, the Board of Directors may establish a reply
period, and request the provision of additional information in respect to any parties making a proposal regardinga Specified Acquisition, to the Company. Even in this case, the reply period shall be set with an upper limit ofwithin 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 of such reply period.
“Confirmation Resolution” refers to a Board of Directors resolution in response to a Recommendation
Resolution made by the Corporate Value Committee as stipulated in Paragraph (3) below that does not
implement the Gratis Allotment of Subscription Rights to Shares.

38

(3) The Board of Directors shall promptly put any Acquisition Proposal received before the Corporate Value
Committee. 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 referred to as a “Recommendation Resolution”). The results of the
Corporate Value Committee’s Recommendation Resolution shall be disclosed. The period for such deliberationand discussion by the Corporate Value Committee shall be 60 business days (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) 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 andimproves the Company’s corporate value and the common interests of the shareholders. 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 theshareholders.
[1] The acquisition does not fall under any of the following types of action:(i) Buyout of the Company’s shares to demand that the Company or its related party purchase said shares at
an inflated price;(ii) Management that achieves an interest for the Proposed Acquirer (including its group company or otherrelated party, hereinafter the same shall apply) to the detriment of the Company, such as temporary controlof the Company’s management for transfer of the Company’s material assets;(iii) Diversion of the Company’s assets to secure or repay debts of the Proposed Acquirer; and(iv) Action unjustly causing harm to an important foundation of the creation of the Company’s medium- tolong-term corporate value, such as the action of taking temporary control of the Company’s management
to decrease the assets, funds, etc., that are required for the Company’s business expansion, productdevelopment, etc., for years ahead, and the action of causing harm to the cooperative relations with theCompany’s shareholders, business partners, customers, employees, etc.
[2] The scheme, content, etc., of the deal proposed by the Acquisition Proposal comply with the relevant laws
and regulations.
[3] The scheme and content of the deal proposed by the Acquisition Proposal do not threaten to have the effectof compelling shareholders of the Company to sell their shares.
[4] The true information necessary for deliberations on the Acquisition Proposal is provided in the appropriate
timing, such as upon request of the Company, and sincere responses are made in compliance with theprocedures specified by the Plan.
[5] The period for the Company to deliberate the Acquisition Proposal is secured (including deliberation andpresentation of alternative proposals to the Company’s shareholders). This period is 60 business days upon
the receipt of the Acquisition Proposal, or 90 business days for Acquisition Proposals other than those thatspecify only cash in Japanese currency as consideration and set no upper limit on the number of shares to bepurchased, and an upper limit extension of 30 business days applies if required on reasonable grounds.
(5) A Confirmation Resolution of the Company’s Board of Directors shall be made according to the
Recommendation Resolution of the Corporate Value Committee. In case the Corporate Value Committee issues
the Recommendation Resolution, the Board of Directors must make the Confirmation Resolution promptly,
unless there are particular reasons that are obviously against the directors’ duty of care. The Gratis Allotment of
Subscription Rights to Shares cannot be taken against the Acquisition Proposal for which the Confirmation
Resolution is made.
39

(6) If there is a situation where a Specified Acquisition is implemented for which a Confirmation Resolution has
not been obtained, the Board of Directors shall implement the Gratis Allotment of Subscription Rights to Shares,
after passing a resolution to designate a record date for the Gratis Allotment, an effective date for the Gratis
Allotment, and other necessary matters in respect to the Gratis Allotment of Subscription Rights to Shares andpublicizing the items of the resolution. However, 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, which shall be earlier than the record date for the Gratis Allotment (including cases
where the Board of Directors deems special circumstances to have arisen to this effect), the Board of Directors
may choose not to effect a Gratis Allotment of Subscription Rights to Shares.
3. The valid period of the Approval Resolution (equivalent to the valid period stipulated under Article 45, Paragraph(1) of the Articles of Incorporation) shall terminate at the close of the first meeting of the Board of Directors held
after the conclusion of the Ordinary General Meeting of Shareholders held in respect to the last business year to
end within three years of the Approval Resolution coming into effect (however, in the case that a Specified
Acquirer has appeared at this time, the Approval Resolution shall remain effective as a countermeasure to said
Specified Acquirer). The Approval Resolution shall also apply to all resolutions of the Board of Directors passed
in relation to the Gratis Allotment of Subscription Rights to Shares implemented during the above valid period.
End

40

<Reference: Published Materials of the Company Dated May 17, 2021 (some parts of the attached materials havebeen omitted)>
Notice Concerning the Renewal of Proper Countermeasures to Secure and/or Improve Corporate Valueand Common Interests of Shareholders (Takeover Defense Measures)
Approvals were given to the Company by a majority at the 162nd Ordinary General Meeting of Shareholders heldon June 28, 2006, for Article 45 of the Articles of Incorporation and, under said Article, the “Approval of Gratis
Allotment of Subscription Rights to Shares for Securing and Improving the Corporate Value of the Company andthe Common Interests of the Shareholders.” Accordingly, measures were introduced utilizing the gratis allotmentof subscription rights to shares in respect of acquisitions of 20% or more of the Company’s shares (defined in (Note1) below and hereinafter referred to as the “Specified Acquisition”). Thereafter, in accordance with the approval at
the 174th Ordinary General Meeting of Shareholders held on June 27, 2018 (hereinafter referred to as the “2018
Approval Resolution”), a resolution was passed for the renewal of said measures at the Company’s Board of
Directors Meeting held on the same date (the measures implemented as of this date shall be hereinafter referred toas the “Existing Plan”).
The Company hereby gives notice that, in response to the fact that the valid period for the 2018 Approval
Resolution terminates at the close of the first Board of Directors Meeting, to be held after the 177th Ordinary General
Meeting of Shareholders (hereinafter referred to as the “Ordinary General Meeting of Shareholders”), scheduled forJune 25, 2021, a resolution was passed at the Company’s Board of Directors Meeting on May 17, 2021, to present
a proposal (hereinafter referred to as the “Approval Resolution Proposal,” and the shareholders’ approval thereof
shall be hereinafter referred to as the “Approval Resolution”) to the Ordinary General Meeting of Shareholders
proposing the three-year renewal of the General Meeting of Shareholders’ Approval Resolution in accordance with
Article 45 of the Articles of Incorporation from the viewpoint of securing and improving corporate value of theCompany and the common interests of the shareholders. The contents of the Approval Resolution are composed of
the basic content of measures (hereinafter referred to as the “Plan”) utilizing the gratis allotment or shareholder
allotment (hereinafter referred to as “Gratis Allotment”) of subscription rights to shares, as employed by the Boardof Directors. The substantial contents have not been changed for this renewal.
The Plan aims to ensure sufficient advance disclosure of information concerning a Specified Acquisition and areasonable period for deliberations and discussions, thereby securing and improving corporate value of theCompany and the common interest of the shareholders. In order to allow the shareholders to reflect their views on
this matter, the Company has decided to place the Approval Resolution Proposal before the Ordinary General
Meeting of Shareholders seeking prior approval for the Board of Directors to pass a resolution introducing the Plan.
Should this be passed, the Board of Directors plans to pass a resolution regarding the gratis allotment of subscription
rights to shares in accordance with the contents of the Approval Resolution, and other matters related to the Plan,
at the first meeting of the Board of Directors held after the Ordinary General Meeting of Shareholders.
As of this date, the Company has not received any proposals for a Specified Acquisition.
(Note 1)
A “Specified Acquisition” refers to any act applicable under (i) or (ii) as follows:(i) An act of purchasing the Company’s share certificates, etc., (Article 27 (23), Paragraph 1 of the Financial
Instruments and Exchange Act) that would result in the ratio of holdings reaching or exceeding 20% of theCompany’s share certificates, etc. (Article 27 (23), Paragraph 4 of the Financial Instruments and Exchange Act)(including similar acts as specified by the Board of Directors*);*If the Approval Resolution Proposal is adopted by the Ordinary General Meeting of Shareholders, theCompany’s Board of Directors intends to stipulate the following cases, which is the same as per the ExistingPlan, to be “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.,” and “similar acts as stipulated by the Boardof Directors.”
41

An act falling under any of Items [1] through [4] below. However, regardless of Items [1] through [4] below, theacquisition of the Company’s share certificates, etc., through the following means shall not be included: theCompany’s issuance of share certificates, etc., (Article 27 (23), Paragraph 1 of the Financial Instruments andExchange Act; hereinafter the same shall apply unless otherwise provided), or the disposition of its own sharecertificates, etc., (including those in association with mergers, share-exchanges, share-transfers or company splits
conducted by the Company).
[1] “Purchase, etc.,” defined in Article 27 (2), Paragraph 1 of the Financial Instruments and Exchange Act(purchase of share certificates, etc. (Article 27 (2), Paragraph 1 of the Financial Instruments and ExchangeAct) and other fare-paying transfer and similar acts as set forth in Article 6, Paragraph 3 of the Enforcement
Order of the Financial Instruments and Exchange Act), which would result in the ratio of holdings reachingor exceeding 20% of the Company’s share certificates, etc. (Article 27 (23), Paragraph 4 of the Financial
Instruments and Exchange Act);[2] An act that would result in the ratio of holdings reaching or exceeding 20% of the Company’s sharecertificates, etc., by becoming the “owner” as defined in Article 27 (23), Paragraph 1 or 3 of the Financial
Instruments and Exchange Act, in a manner other than Item [1] above;[3] An act that falls under the “joint owner” defined in Article 27 (23), Paragraph 5 of the Financial Instruments
and Exchange Act, which would result in the ratio of holdings reaching or exceeding 20% of the Company’s
share certificates, etc.; and[4] An act that would result in the ratio of holdings reaching or exceeding 20% of the Company’s sharecertificates, etc., by having a relationship as defined in Article 27 (23), Paragraph 6 of the Financial
Instruments and Exchange Act with an owner of the Company’s share certificates, etc.
(ii) An act of commencing a tender offer on the Company’s share certificates, etc. (Article 27 (2), Paragraph 1 of
the Financial Instruments and Exchange Act), that would result in the ratio of possessions reaching or exceeding
20% of the Company’s share certificates, etc. (Article 27 (2), Paragraph 8 of the Financial Instruments andExchange Act). However, this refers to the combined possessions of the Company’s share certificates ofSpecified Parties (Article 27 (2), Paragraph 7 of the Financial Instruments and Exchange Act) to the Tender
Offeror (Article 27 (3), Paragraph 2 of the Financial Instruments and Exchange Act) after the purchase. (Theratio of possessions of the Company’s share certificates, etc., after the purchase shall be judged pursuant to thedescription in the Tender Offer Registration Statement, and a Specified Acquisition shall be deemed to havebeen implemented on the business day following the announcement of a tender offer).
I. Necessity of the countermeasures
1. Measures that contribute to securing and improving corporate value and the common interests of theshareholders
Nisshin Seifun Group Inc. (the “Company”) and the Nisshin Seifun Group (the “Group”) have developed a varietyof businesses in fields such as flour milling, processed foods, healthcare foods, yeast and biotechnology, prepareddishes and other prepared foods, engineering and mesh cloths, with the Company acting as holding company.
As a pure holding company for the Group, the Company plans management strategies for the Group, allocatesits managerial resources efficiently, and audits and oversees the Group’s business operations. Our operatingcompanies optimize themselves according to the markets in which they operate, and by doing so, they secure highlevels 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 to quality assurance and production
facilities on a continuous basis; builds and enhances systems for internal control and legal compliance; andendeavors to maintain trustful relations with stakeholders, including business partners/customers and local
42

communities.
The Group has built a system which demonstrates the Group’s “comprehensive capabilities” toward our goal set
forth in our long-term vision, “NNI ‘Compass for the Future’—Toward a New Stage—Maximizing Group-wide
Capabilities and Effecting Business Model Change,” to be “a globally-operating company that assists ‘healthy
lifestyles’ and plays a critical role in building ‘the food infrastructure’ of the future.” At the same time, we
reemphasize “customer-oriented policy,” implement growth strategies based on the pillars of “remodeling existing
businesses” and “enhancing the Group business portfolio,” and further reinforce management functions which
support the aforesaid initiatives. We are creating sustainable growth by tackling head-on changes in the businessenvironment caused by social issues, such as environmental problems, and technological innovation. At the sametime, by creating a cycle of added value that benefits society as a whole, we are contributing to a more sustainable
society.
Through these initiatives, the Group intends to solidify its business platform in line with the basic management
policy of maximizing long-term corporate value. Furthermore, as a corporate group involved in food, we areconfident that it is the responsibility of the Group as a whole, and also a source and a foundation of corporate value,
to guarantee high levels of safety and quality in our products, and to consistently ensure the stable supply of food,including wheat flour and other staple foods for the people, thereby contributing to the Group’s sustainable growth,enhancing medium- to long-term corporate value, and securing and improving the common interests of theshareholders.
2. Aims of the introduction and renewal of the Plan
In light of the legal system and corporate culture surrounding corporate takeovers in Japan, and changes in the
management environment, large-scale acquisitions with the aim of obtaining a controlling share in the Company or
acquisition proposals that will have a serious impact on the Company’s basic management policies can be expectedin the future.
As a listed company, we are aware that it is the shareholders who ought to make the final decision and judgment
as to whether or not an acquisition of the Company’s shares should be accepted.
On the other hand, it is also well known that, depending on the conditions, some share acquisitions could cause
damage to the Company’s corporate value and the common interests of the shareholders. Examples of acquisitions
that could damage corporate value or the common interests of the shareholders include acquisitions that aim toachieve temporary control of the management in order to transfer the Company’s intellectual property, know-how,confidential business information and major clients or customers, all of which are necessary for the Company’s
long-term sustainable development, to the acquirer or its group companies, acquisitions which aim to use theCompany’s assets as repayment resources or loan collateral for the acquirer after control of the Company’s
management has been gained, acquisitions that unjustly damage an important foundation of the creation of theCompany’s medium- to long-term corporate value, such as reserve assets and funds to be used in the Company’sbusiness expansion, product development, etc., for years ahead, and cooperative relations with the Company’s
shareholders, business partners, customers, employees, etc., and acquisitions that do not truly intend to participate
in management of the Company but which aim to force the Company or related parties to purchase Company sharesat high prices (so-called “greenmail”). Other acquisitions initially restrict the number of shares purchased to, forexample, 51% and do not invite the acquisition of all shares, but later effectively force the sale of shares by theshareholders by failing to disclose later acquisition terms or by setting unfavorable terms, and consequently damage
the profits of any remaining minority shareholders.
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 foundation of 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, and confectioneries. With a market shareof approximately 40%, the Group is the leading company in the domestic wheat flour market, supplying wheat flour
to general consumers as well as to food companies, etc. By fulfilling our responsibility to provide a stable supply
43

of safe, high quality wheat flour, we support food culture 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 theperspective of our social responsibility, in order to secure and improve the Company’s corporate value and thecommon interests of the shareholders, it is essential that we operate from a stable business base in accordance withplanned and continuous management policies from medium- to long-term perspectives and we continue to guarantee
a high level of safety and quality in our products, providing a stable supply of products. This is 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 the Company’s corporate
value and the common interests of the shareholders. Depending on the conditions, there are other types of shareacquisitions that also could damage the Company’s corporate value and the common interests of the shareholders.
In order to properly manage the above issues, we believe that it is necessary to ensure advance and sufficient
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 thepeople, and food safety, as well as to ensure a reasonable period of investigation and bargaining power.
In light of the above, the Company regards the renewal of the Plan to be required as a necessary and reasonablemeasure to secure and improve the corporate value of the Company and the common interests of the shareholders.
II. Outline of the Plan
1. Renewal Procedures
In the case that 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” isapproved by the Ordinary General Meeting of Shareholders, the Board of Directors plans to pass a resolution(hereinafter referred to as the “Board of Directors Resolution”) in relation to the Plan, including the gratis allotment(please refer to the Appendix for an outline) of subscription rights to shares, with restrictions on the exercise of suchrights by Specified Acquirer and Related Parties (please refer to (Note 2)) (hereinafter referred to as “Subscription
Rights to Shares”). However, the gratis allotment of Subscription Rights to Shares shall only become effective upon
the appearance of a Specified Acquirer (Note 2); meaning that Subscription Rights to Shares will not be issued at
the time when the Board of Directors Resolution is passed. We believe that the advance disclosure of the details of
any gratis allotment of Subscription Rights to Shares will benefit both shareholders and investors from the point ofview of predictability, and as far as possible we intend to resolve on and disclose the contents of any gratis allotmentof Subscription Rights to Shares.
(Note 2)
“Specified Acquirer and Related Parties” is defined as follows: (i) a Specified Large-Scale Owner (referring to theSpecified Acquirer implementing a Specified Acquisition as stipulated in (Note 1) (i) above, hereinafter the same
shall apply); (ii) a joint owner (Article 27 (23), Paragraphs 5 and 6 of the Financial Instruments and Exchange Act)of the Specified Large-Scale Owner; (iii) a Specified Tender Offeror (referring to the Specified Acquirer
implementing a Specified Acquisition as stipulated in (Note 1) (ii) above; hereinafter the same shall apply. A party
who comes to fall under the Specified Large-Scale Owner shall be treated thereafter as a Specified Large-Scale
Owner.); (iv) Specified Parties to the Specified Tender Offeror; and (v) parties that the Board of Directors stipulates
to be effectively the same as the above.**If the Approval Resolution Proposal is adopted by the Ordinary General Meeting of Shareholders, the Company’s
Board of Directors intends, in accordance with the Approval Resolution, that “(v) parties that the Board of Directors
stipulates to be effectively the same as the above” are stipulated as follows, which is the same as per the Existing
Plan.
Parties that the Board of Directors reasonably deems to fall under any of the following items:(a) A person who has been transferred or succeeded the Subscription Rights to Shares from any party who falls
44under any of Items (i) through (iv) above, without obtaining the Company’s approval; and(b) Related Parties to a party who falls under any of Items (i) through (iv) and (v) (a) above. Related Parties referto persons who substantially control said person, are controlled by said person, are under common control
therewith or act in concert with said person. In judging whether or not a partnership or a fund is a Related
Party, the substantial identity of the fund manager and/or any other circumstances will be taken into
consideration. The Board of Directors may deem persons who have relationships such as name-lending or
stock loans regarding the Company’s share certificates, etc., or have entered into a special agreement ontransfer or a similar act of the Company’s share certificates, etc., which will be issued in the future throughan exercise or acquisition of the Subscription Rights to Shares, with any party who falls under Item (i) or (ii)above as Related Parties to the party who falls under Item (i) or (ii).
“Specified Acquirer” refers to a party implementing a Specified Acquisition which has not obtained a Confirmation
Resolution, as described in Paragraph II. 3. below, at the time when a Specified Acquisition was implemented(defined as the earlier of either (i) or (ii) of (Note 1) above). However, parties holding 20% or more of theCompany’s share certificates, etc. shall not be deemed to be a Specified Acquirer where (a) such a party is theCompany, the Company’s subsidiaries, employee shareholding associations of the Company or any of theCompany’s subsidiaries, or any other party stipulated by the Board of Directors to be effectively the same as theabove*, and (b) such a party comes to hold 20% or more of the Company’s share certificates, etc., solely because
treasury stock is purchased or cancelled by the Company, and other acts stipulated by the Board of Directors* arecarried out (except in cases when the ratio of holdings of the Company‘s share certificates, etc. held by said party
increases at a later date by 1% or more as a result of acts other than the above).
*If the Approval Resolution Proposal is adopted by the Ordinary General Meeting of Shareholders, the Company’s
Board of Directors intends to stipulate “persons who hold the Company’s shares on behalf of employee shareholding
associations of the Company or any of the Company’s subsidiaries” to be “(a) any other party stipulated by the
Board of Directors to be effectively the same as the above,” the same as per the Existing Plan, and “an act of
decreasing the total number of shares issued and outstanding or the total number of voting rights, an exercise of the
Subscription Rights to Shares or an act of enforced acquisition by the Company of Subscription Rights to Shares”
to be “(b) other acts stipulated by the Board of Directors,” in accordance with the contents of the Approval
Resolution.
2. Corporate Value Committee
The Corporate Value Committee was established through a resolution of the Board of Directors. The Corporate
Value Committee is composed of three or more members, who are selected exclusively from the Independent
Outside Directors of the Company. It is planned that the Company’s candidates for Independent Outside Directors,
Mr. Kazuhiko Fushiya, Mr. Akio Mimura and Mr. Motoo Nagai, and candidates for Independent Outside Directors(Audit & Supervisory Committee Members), Mr. Tetsuo Kawawa, Mr. Satoshi Ito and Ms. Mieko Tomita, shall be
appointed as members of the Corporate Value Committee. (Their appointments are dependent upon their selection
as Directors during the Ordinary General Meeting of Shareholders.)
3. Appearance of a Proposed Acquirer
The Plan aims to ensure the advanced disclosure of necessary and sufficient information regarding the impact ofa Specified Acquisition on the Company’s corporate value and the common interests of the shareholders, as well asa reasonable period for investigations and discussions, thereby securing and improving corporate value of theCompany and the common interests of the shareholders.
The Board of Directors shall request that parties intending to implement a Specified Acquisition make an advance
written submission of a proposal in relation to a Specified Acquisition, to the Company (this proposal shall include
any information reasonably requested by the Company, including matters related to the party intending to implementa Specified Acquisition (including group companies and other related parties), the aims of said Acquisition, theCompany’s management policies and business plans after said Acquisition, evidence used to calculate prices, proofof acquisition funds, any possible impact on the Company’s stakeholders, and information related to Items [1] to45

[5] below. Hereinafter, a proposal containing the necessary information shall be referred to as an “Acquisition
Proposal” and a party making an Acquisition Proposal shall be referred to as the “Proposed Acquirer”), and seek aConfirmation Resolution. Parties intending to implement a Specified Acquisition shall make an advance submissionof an Acquisition Proposal, and seek a Confirmation Resolution. The Board of Directors shall disclose the fact thatit has received the Acquisition Proposal as required by laws and regulations, as well as the Regulations of the
Financial Instruments Exchange.
The “Confirmation Resolution” refers to a Board of Directors resolution in response to a Recommendation
Resolution made by the Corporate Value Committee, as described below, which does not implement the Gratis
Allotment of Subscription Rights to Shares.
In order to implement prompt operation of the Plan, the Board of Directors may establish a reply period, andrequest the provision of additional information in respect to any parties making a proposal regarding a Specified
Acquisition to the Company.
Even in this case, the reply period shall be set with an upper limit of within 60 business days, starting from theday on which the provision of information was requested of the Proposed Acquirer by the Board of Directors, andthe Corporate Value Committee shall commence its deliberation and discussion upon the expiry of such reply period.
The Board of Directors shall promptly put any Acquisition Proposal received before the Corporate Value
Committee and disclose the fact that the deliberation and discussion has started as required by laws and regulations,as well as the Regulations of the Financial Instruments Exchange. 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 referred to as a
“Recommendation Resolution”). The Recommendation Resolution shall be passed by a majority of all members of
the Corporate Value Committee, and the results of said Recommendation Resolution shall be disclosed.
The period for such deliberation and discussion by the Corporate Value Committee shall be 60 business days (or90 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 isreceived by the Board of Directors. Only when reasonable grounds exist, the period for the deliberation anddiscussion may be extended by an upper limit of 30 business days. However, in this case, the grounds for theextension and the intended extension period will be disclosed. “Business days” have been used in calculating theperiod of investigation into the impact of an Acquisition Proposal upon corporate value of the Company and thecommon interests of the shareholders in light of the circumstances of the Company’s business, scale and content,
the circumstances of the Company’s stakeholders, including the shareholders, and legal amendments.
Deliberations and discussion regarding the Recommendation Resolution by the Corporate Value Committee shallbe 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 the shareholders. The Corporate Value Committee
must issue a Recommendation Resolution for an Acquisition Proposal that meets all of the below requirements andsecures and improves the Company’s corporate value and the common interests of the shareholders.
[1] 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 or otherrelated party, hereinafter the same shall apply) to the detriment of the Company, such as temporary controlof 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- tolong-term corporate value, such as the action of taking temporary control of the Company’s management
to decrease the assets, funds, etc., that are required for the Company’s business expansion, productdevelopment, etc., for years ahead, and the action of causing harm to the cooperative relations with theCompany’s shareholders, business partners, customers, employees, etc.
[2] The scheme, content, etc., of the deal proposed by the Acquisition Proposal comply with the relevant laws
and regulations.
46

[3] The scheme and content of the deal proposed by the Acquisition Proposal do not threaten to have the effectof compelling shareholders of the Company to sell their shares.
[4] The true information necessary for deliberations on the Acquisition Proposal is provided in the appropriate
timing, such as upon request of the Company, and sincere responses are made in compliance with theprocedures specified by the Plan.
[5] The period for the Company to deliberate the Acquisition Proposal is secured (including deliberation andpresentation of alternative proposals to the Company’s shareholders). This period is 60 business days upon
the receipt of the Acquisition Proposal, or 90 business days for Acquisition Proposals other than those thatspecify only cash in Japanese currency as consideration and set no upper limit on the number of shares to bepurchased, and an upper limit extension of 30 business days applies if required on reasonable grounds.
A Confirmation Resolution of the Company’s Board of Directors shall be made according to the
Recommendation Resolution of the Corporate Value Committee. If 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 for which the Confirmation Resolution is made.
4. Action Taken Upon the Appearance of a Specified Acquirer
If a Specified Acquirer appears (determining appearance shall be judged based on a Large-Scale Shareholding
Report or a Tender Offer Registration Statement, or by any other appropriate means), or if there is a situation wherea Specified Acquisition is implemented for which a Confirmation Resolution has not been obtained, 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 a record date for the Gratis
Allotment, an effective date for the Gratis Allotment, and other necessary matters in respect to the Gratis Allotmentof Subscription Rights to Shares and publicizing the items of the resolution.
However, if it is revealed that the ratio of holdings of the Company’s share certificates, etc., by the Specified
Acquirer falls below 20% (including cases where the Board of Directors deems special circumstances to have arisen
to this effect**) by a date that is to be specified elsewhere by the Board of Directors, which shall be earlier than therecord date for the Gratis Allotment*, the Board of Directors may choose not to effect a Gratis Allotment of
Subscription Rights to Shares.
*If the Approval Resolution Proposal is adopted by the Ordinary General Meeting of Shareholders, in accordancewith the contents of the Approval Resolution, the Company’s Board of Directors intends to stipulate that “TheCompany cannot set a day on or later than three business days prior to the record date for a Gratis Allotment” withregard to “a date that is to be specified elsewhere by the Board of Directors, which shall be earlier than the record
date for the Gratis Allotment.”, which is the same as per the Existing Plan.
**If the Approval Resolution Proposal is adopted by the Ordinary General Meeting of Shareholders, the Company’s
Board of Directors intends to stipulate the following cases in accordance with the contents of the Approval
Resolution, which is the same as per the Existing Plan, to be the case “where the ratio of holdings of the Company’s
share certificates, etc., by the Specified Acquirer falls below 20% (including cases where the Board of Directors
deems special circumstances to have arisen to this effect).” These are:[1] If a Large-Scale Shareholding Report to the effect that the holding ratio of the Company’s share certificates,
etc., of a Specified Acquirer falls below 20% has been submitted by the Specified Acquirer;[2] In the case where a tender offer, which falls under the Specified Acquisition, was commenced, if said tender
offer has been completed or withdrawn, thereby resulting in no appearance of an owner of the Company’s
share certificates, etc. whose ratio of holdings of share certificates, etc. is 20% or more, not later than fourbusiness days prior to the record date for the Gratis Allotment; or[3] Aside from cases [1] and [2] above, if the Board of Directors reasonably confirms that any threat attributable
to the Specified Acquisition has disappeared.

475. Valid Period of the Approval Resolution and the Plan
The valid period of the Approval Resolution shall terminate at the close of the first meeting of the Board of
Directors held after the ordinary General Meeting of Shareholders held in 2024. The valid period of the Plan
introduced in response to the Approval Resolution shall terminate at the end of the first meeting of the Board of
Directors held after the ordinary General Meeting of Shareholders held the following year. However, in the casethat a Specified Acquirer has appeared at the time the valid period of the Approval Resolution or the Plan is due toterminate, said Approval Resolution or the Plan shall continue to be effective as a countermeasure to said Specified
Acquirer.
The confirmation or recognition to be made by the Company on necessary matters ― including the ratio ofholdings of share certificates, etc., the owner, the joint owner, the ratio of possessions of share certificates, etc., theSpecified Parties, the Specified Acquirer and Related Parties, the Related Parties and substantive holdings － inoperating the Plan may be conducted by drawing on the information reasonably available to the Company at thetime when such confirmation or recognition is required.
Any terms used in the Plan for which the definition is dependent on the provisions of the Financial Instruments
and Exchange Act (Act No. 25, April 13, 1948; as amended) shall be interpreted as equivalent terms in accordancewith the provisions of any subsequent revisions to the Financial Instruments and Exchange Act. In addition, theprovisions of the laws and regulations that are referred to in the Plan are assumed to be those in effect as of May 17,2021. Consequently, should the need arise to modify or revise any relevant articles and/or terms that are set forth in
the above provisions due to the revision to or abolishment of laws and regulations on and after the aforementioned
date, the Company’s Board of Directors may interpret, as required, said articles and terms to the extent reasonably
allowed taking into consideration the intent of the revision or abolition.
6. Methods for Increasing the Rationality of the Plan (such as special measures to reflect the views ofshareholders)
The Plan is to be introduced and renewed in order to secure and improve the corporate value of the Company andthe common interests of the shareholders, and the following special methods are to be implemented as a way of
increasing its rationality.
(1) Approval Resolution by the General Meeting of Shareholders for introduction and renewal of the Plan
In order to reflect the views of the shareholders, the Company has put an Approval Resolution Proposal for the
introduction and renewal of the Plan before the Ordinary General Meeting of Shareholders. The contents of theOrdinary General Meeting of Shareholders’ Approval Resolution, including supplementary conditions, forms the
key content of the Plan, and the Board of Directors will stipulate matters regarding the Gratis Allotment of
Subscription Rights to Shares, and matters and measures required for the smooth implementation of the Plan, in
accordance with the contents of the Approval Resolution.
(2) The Plan may be abolished through a resolution at a single General Meeting of Shareholders
The term of office of the Company’s Directors (excluding Directors who are members of the Audit & Supervisory
Committee) is one 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, thereby reflecting the views of theshareholders.
(3) Binding recommendations from a Corporate Value Committee composed of independent outside
Directors
To secure the neutrality of judgment relating to the Plan, the Corporate Value Committee, composed only of theCompany’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 the Company’s corporate value andthe common interests of the shareholders.
48

It is also required that the Board of Directors make a Confirmation Resolution, upon receipt of a Recommendation
Resolution to that effect from the Corporate Value Committee, unless there are particular reasons that are obviously
against the directors’ duty of care.
(4) Requirements enhancing objectivity
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 Paragraph II. 3. above.
(5) Yearly revision of the Plan
Subject to Approval Resolution, 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 the related laws and regulations, and various other businesscircumstances surrounding the Company.
(6) Establishment of a valid period for the Approval Resolution
As stated in Paragraph II. 5. above, the validity of an Approval Resolution is three years from the date of theOrdinary 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 theshareholders. However, as stated in Paragraph II. 6. (2) above, notwithstanding the valid period, the Plan can beabolished by a resolution of the Board of Directors through the election or dismissal of Directors by an ordinary
resolution of the General Meeting of Shareholders.
(7) The Plan satisfies all requirements for legality and rationality under government policies
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 other stakeholders) specified
in the “Securing and/or Improving Corporate Value and Common Interests of Shareholders: 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 the recommendations 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 ofRecent Environmental Changes.”
III. Impact on shareholders and investors
1. Impact upon shareholders and investors
As described in Paragraph I. above, the Plan aims to secure and improve the Company’s corporate value and thecommon interests of the shareholders, and the Company believes that the Plan will benefit shareholders andinvestors in the Company. Moreover, subscription rights to shares will not be issued at the time the Plan is introduced
or renewed, meaning there will be no impact on the rights of shareholders and investors.
Even in the case that a Specified Acquirer appears, in other words a Specified Acquisition is implemented withoutobtaining a Confirmation Resolution, as described in Paragraph II. 4. above, the Gratis Allotment of Subscription
Rights to Shares shall result in the automatic allotment of Subscription Rights to Shares to all shareholders, meaningthat no party will lose rights to the allotment of subscription rights to shares. Moreover, it shall be possible to enforce
acquisition by the Company of all Subscription Rights to Shares and to issue shares in the Company in respect to
any Subscription Rights to Shares that satisfy the exercise conditions. Furthermore, the Company does not plan tocancel any Gratis Allotment of Subscription Rights to Shares or make an acquisition of Subscription Rights toShares without consideration later than three business days prior to the record date for a Gratis Allotment from thestandpoint of avoiding circumstances where shareholders and/or investors, who have purchased or sold theCompany’s shares on the premise of an expected dilution of the per share value of the Company’s shares, might
suffer from unforeseen losses. Even before four business days prior to the record date for a Gratis Allotment, theBoard of Directors shall not pass a resolution not to effect a Gratis Allotment of Subscription Rights to Shares
except for the cases described in Paragraph II. 4. above.
49

As the Gratis Allotment of Subscription Rights to Shares will not be made to a Specified Acquisition that has
obtained a Confirmation Resolution, the Specified Acquisition can be executed without being exposed to any impact
from the Gratis Allotment of Subscription Rights to Shares.
2. Procedures required of shareholders and investors
There are no procedures required of shareholders or investors when the Plan is introduced or renewed.
As described in Paragraph II. 4. above, in the case where a Specified Acquirer appears, the Board of Directors
shall publicize this fact and pass a resolution for a record date for the Gratis Allotment of the Subscription Rights
to Shares. Shareholders will automatically be allotted the Subscription Rights to Shares free of charge upon therecord date for the Gratis Allotment, and the Company requests that in such a case the shareholders carry out theprescribed procedures in accordance with the guidance provided by the Company at the time of the above
publication.
If a Gratis Allotment of Subscription Rights to Shares is implemented, shareholders shall be able to exercise their
Subscription Rights to Shares by payment of one yen for each share acquired upon submission of the application to
exercise the Subscription Rights to Shares and other documentation prescribed by the Company. However, as
described in Paragraph III. 1. above, if an enforced acquisition of the Subscription Rights to Shares is implemented,
shares in the Company shall automatically be allotted in exchange for the Subscription Rights to Shares that satisfy
the exercise conditions, and in this case there will be no need for shareholders to carry out exercise procedures for
the Subscription Rights to Shares. The Company plans to implement rational procedures to confirm that ashareholder’s status is not Specified Acquirer and Related Parties.
IV. Other
The approval of all Directors (including Directors who are members of the Audit & Supervisory Committee )was obtained at the Company’s Board of Directors Meeting held on May 17, 2021 to place the Approval Resolution
Proposal of the Plan before the Ordinary General Meeting of Shareholders.
End

50

Appendix
Outline of Gratis Allotment of Subscription Rights to Shares
I. Main details concerning Subscription Rights to Shares
1. Type of shares for which Subscription Rights to Shares are to be allotted
Common stock of the Company
2. Number of shares underlying Subscription Rights to Shares
The number of shares to be issued per one Subscription Right to Shares will not exceed two and will be determinedelsewhere by the Board of Directors.
3. Value of assets contributed to exercise the Subscription Rights to Shares
The exercise of the Subscription Rights to Shares is by means of investment of money consideration, and thevalue thereof shall be one yen, multiplied by the number of shares to be issued per one Subscription Right toShares.
4. Period during which Subscription Rights to Shares may be exercised
A fixed period beginning on the day after the Gratis Allotment of Subscription Rights to Shares becomes effective
to be determined elsewhere by the Board of Directors. In case the last day of such exercise period falls on aholiday of the office for handling payments for the money paid in exercising the Subscription Rights to Shares,
the preceding business day shall be the last day for payments.
5. Exercise conditions for the Subscription Rights to Shares(1) The Subscription Rights to Shares held by a Specified Acquirer and Related Parties (including Subscription
Rights to Shares deemed to be held substantively by a Specified Acquirer and Related Parties) may not be
exercised.
(2) Rights holders may exercise the Subscription Rights to Shares only when documentation that includes arepresentations and warranties clause in respect to the satisfaction of the condition under 5. (1) above(including the satisfaction of the above condition by a third party in case of the exercise on behalf of the said
third party), an indemnification clause and other matters specified by the Company; materials that satisfy theconditions required by the Company within a reasonable scope; and the documents required by the relevantlaws and regulations are submitted to the Company.
(3) When the execution of prescribed procedures or the satisfaction of prescribed conditions are required underapplicable overseas laws governing securities and other laws in respect of the exercise of Subscription Rights
to Shares by a party residing in the region over which said laws have jurisdiction, said party may exercise
the Subscription Rights to Shares only when the Company deems said procedures or conditions to have been
implemented or satisfied in full. Even in cases where the implementation or satisfaction of certain proceduresor conditions by the Company would allow said party to exercise the Subscription Rights to Shares, theCompany shall bear no responsibility for said implementation or satisfaction.
(4) The confirmation of the satisfaction of the conditions specified in 5. (3) above shall be as stipulated by the
Board of Directors pursuant to the procedure similar to that set forth in 5. (2) above.
6. Exercise procedures for the Subscription Rights to Shares(1) The Subscription Rights to Shares shall be exercised in the following manner: First, a person who wishes toexercise the Subscription Rights to Shares shall enter the necessary items including the number of the
Subscription Rights to Shares to be exercised, the number of shares underlying the Subscription Rights toShares and his/her address and other items stipulated otherwise by a resolution of the Board of Directors onto
the application to exercise the Subscription Rights to Shares. After signing and sealing the application, the51

person shall then submit the application, together with other necessary documents, which are stipulated
otherwise by a resolution of the Board of Directors, to the office for handling payments, which is stipulated
otherwise by a resolution of the Board of Directors, and pay the full amount of the value stated in 3. above
to said office for handling payments.
(2) The application to exercise the Subscription Rights to Shares shall become effective when the application to
exercise the Subscription Rights to Shares, together with the attached documents, arrives at the office forhandling payments in accordance with 6. (1) above. The exercise of the Subscription Rights to Shares shallbecome effective when the application to exercise the Subscription Rights to Shares becomes effective, andan amount that corresponds to the full amount of the exercise price of the shares underlying the Subscription
Rights to Shares is paid.
7. Transfer approval
The acquisition of subscription rights to shares via transfer requires the approval of the Board of Directors (or an
organization stipulated by the Board of Directors in accordance with the provisions of the proviso to Article 265,
Paragraph 1 of the Companies Act).
8. Acquisition clauses(1) On a day to be determined elsewhere by the Board of Directors, which shall be on or later than the Gratis
Allotment of Subscription Rights to Shares becomes effective, the Company may acquire all exercisable
Subscription Rights to Shares (this includes Subscription Rights to Shares held by parties mentioned under
the provisions of 5. (3) above. This shall be referred to as Exercisable Subscription Rights to Shares in 8. (2)below) that satisfy the provisions of 5. (1) and (2) above (in other words, Subscription Rights to Shares heldby a party other than “Specified Acquirer and Related Parties”) but which have yet to be exercised, in
exchange for common 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 toShares.
(2) On a day to be determined elsewhere by the Board of Directors, which shall be on or later than the Gratis
Allotment of Subscription Rights to Shares becomes effective, the Company may acquire all Subscription
Rights to Shares other than Exercisable Subscription Rights to Shares which are unexercised in exchange forsubscription rights to shares the exercise of which by a Specified Acquirer and Related Parties shall be
restricted (and with the condition of transfer restriction and other stipulations of the Board of Directors) of anumber equal to the number of said Subscription Rights to Shares. Cash will not be exchanged for said
acquisition.
(3) The confirmation of the satisfaction of the conditions with regard to the enforced acquisition of the
Subscription Rights to Shares by the Company shall be as stipulated by the Board of Directors pursuant tothe similar procedure set forth in 5. (2) above.
9. Increase in capital stock and legal capital surplus
Matters regarding the capital stock and legal capital surplus that increase upon the exercise of the Subscription
Rights to Shares and the acquisition thereof pursuant to the acquisition clauses shall be determined in accordancewith the relevant laws and regulations.
10. Fractional amounts
Should a fractional amount below one share exist among the shares to be issued to a party exercising Subscription
Rights to Shares, this amount shall be rounded down. However, in cases when a party holding Subscription Rights
to Shares exercises multiple Subscription Rights to Shares simultaneously, the Company may calculate fractionalamounts by adding the total number of shares issued through each exercise of Subscription Rights to Shares.
11. Issuance of share certificates for subscription rights to shares
The Company will not issue share certificates for Subscription Rights to Shares.
52II. Main details concerning the Gratis Allotment of Subscription Rights to Shares
1. Number of Subscription Rights to Shares allotted to each shareholder
Subscription Rights to Shares shall be allotted at a ratio of one Subscription Right to Shares for every one shareof the Company’s common stock held (excluding common stock held by the Company). The total number ofSubscription Rights to Shares to be allotted shall be equal to the final total number of shares issued and outstandingof the Company on the record date for a Gratis Allotment (excluding the number of common stock held by theCompany).
2. Shareholders to whom Gratis Allotment of Subscription Rights to Shares are madeAll common shareholders listed in the final shareholder register on the record date for a Gratis Allotment(excluding the Company).
3. Effective date for Gratis Allotment of Subscription Rights to Shares
A date on and after the record date for the Gratis Allotment to be determined elsewhere by the Board of Directors.
End53