MATTERS DISCLOSED ON THE INTERNETRELATED TO THE
CONVOCATION NOTICE OFth
THE 176 ORDINARY GENERAL MEETING OF SHAREHOLDERS
Subscription Rights to Shares
Consolidated Statement of Changes in Net Assets
Notes to the Consolidated Financial Statements
Non-consolidated Statement of Changes in Net Assets
Notes to the Non-consolidated Financial Statements(from April 1, 2019 to March 31, 2020)

Nisshin Seifun Group Inc.

We provide shareholders with the Subscription Rights to Shares, 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 Nonconsolidated Financial Statements, posted on the Company’s website (https://www.nisshin.com/english/shareholders/meeting.html),
in accordance with laws and regulations and Article 15 of the Company’s Articles of Incorporation.

1

Subscription Rights to Shares[1] Status of subscription rights to shares as of March 31, 2020

11-1stsubscription rights
to shares(Granted on
August 20, 2013)
11-2ndsubscription rights
to shares(Granted on
August 20, 2013)12-1stsubscription rights
to shares(Granted on
August 19, 2014)12-2ndsubscription rights
to shares(Granted on
August 19, 2014)
13-1stsubscription rights
to shares(Granted on
August 19, 2015)
13-2ndsubscription rights
to shares(Granted on
August 19, 2015)
14-1stsubscription rights
to shares(Granted on
August 15, 2016)
14-2ndsubscription rights
to shares(Granted on
August 15, 2016)

Amountpayable upon
exercise ofsubscription
rights toshares¥1,224,520
persubscription
right tosharesNumber ofsubscription
rights tosharesgrantedClass and numberof shares issuable
upon exercise ofsubscription rights
to shares

Issuance
price upon
exercise ofsubscription
rights toshares

Persons granted
subscription
rights to sharesat the time ofissuance3

Common Stock
3,630 shares(1,210 shares per
subscription rightto shares)

Without
chargeDirectors of theCompany

7

Common Stock
8,470 shares(1,210 shares per
subscription rightto shares)

Without
chargeExecutive
Officers of theCompany andsome Directorsof itsconsolidated
subsidiaries¥1,224,520
persubscription
right tosharesAugust 21, 2015
– August 3, 2020

34

Common Stock
37,400 shares(1,100 shares per
subscription rightto shares)

Without
chargeDirectors of theCompany¥1,274,900
persubscription
right tosharesAugust 20, 2016
– August 2, 2021

64

Common Stock
70,400 shares(1,100 shares per
subscription rightto shares)

Without
chargeExecutive
Officers of theCompany andsome Directorsof itsconsolidated
subsidiaries¥1,274,900
persubscription
right tosharesAugust 20, 2016
– August 2, 2021

72

Common Stock
72,000 shares(1,000 shares per
subscription rightto shares)

Without
chargeDirectors of theCompany¥1,748,000
persubscription
right tosharesAugust 20, 2017
– August 1, 2022

145

Common Stock
145,000 shares(1,000 shares per
subscription rightto shares)

Without
chargeExecutive
Officers of theCompany andsome Directorsof itsconsolidated
subsidiaries¥1,748,000
persubscription
right tosharesAugust 20, 2017
– August 1, 2022

96

Common Stock96,000 shares(1,000 shares per
subscription rightto shares)

Without
chargeDirectors of theCompany¥1,753,000
persubscription
right tosharesAugust 16, 2018
– August 1, 2023

202

Common Stock
202,000 shares(1,000 shares per
subscription rightto shares)

Without
chargeExecutive
Officers of theCompany andsome Directorsof itsconsolidated
subsidiaries¥1,753,000
persubscription
right tosharesAugust 16, 2018
– August 1, 2023

Exercise period

August 21, 2015
– August 3, 2020

Conditions for exercise of the above subscription rights to shares:
1) Persons granted an allotment of the subscription rights to shares (hereinafter referred to as the “holders”)
shall be a Director or Executive Officer of the Company or one of its consolidated subsidiaries (excluding
any publicly listed companies and their subsidiaries and overseas subsidiaries) at the time of the exercise of
the subscription rights to shares. However, the holders who are no longer a Director or Executive Officer of
the Company or one of its consolidated subsidiaries (excluding any publicly listed companies and their2

subsidiaries and overseas subsidiaries) may exercise the rights up until two (2) years after stepping aside or
two (2) years after the commencement of the exercise period of the subscription rights to shares, whicheveris later.
2) An heir of the holder shall be allowed to inherit the subscription rights to shares, provided that he/she
completes the procedures to change the holder.
3) Subscription rights to shares may not be transferred, securitized or otherwise disposed of under any
circumstances.
4) Where a holder is dismissed from the position of Director or Executive Officer, or under certain othercircumstances, the exercise of the subscription rights to shares may be deemed inappropriate considering the
purpose of the granting of rights, and in such case said rights will be forfeited immediately.
[2] Subscription rights to shares granted as remuneration for performance of duty and held by Directors of theCompany as of March 31, 2020
Number of persons
Number of subscription
SegmentNameholding subscription
rights to sharesrights to shares
Directors(excluding Directors
who are members of
the Audit &Supervisory Committee
and Outside Directors)

Outside Directors(excluding Directors
who are members of
the Audit &Supervisory
Committee)

11-1st subscription rights to shares

0012-1st subscription rights to shares

20

4

13-1st subscription rights to shares

34

4

14-1st subscription rights to shares

46

6

11-1st subscription rights to shares

0012-1st subscription rights to shares

0013-1st subscription rights to shares2

1

14-1st subscription rights to shares

102

The outline of the above subscription rights to shares are described in [1].
No subscription rights to shares granted as remuneration for performance of duty are held by Directors who
are members of the Audit & Supervisory Committee.

[3] Subscription rights to shares granted as remuneration for performance of duty to employees during the fiscal
year ended March 31, 2020.
There are no applicable matters to be reported.

3

Consolidated Statement of Changes in Net Assets(For the Fiscal Year Ended March 31, 2020)(Millions of yen)
Shareholders’ equity
Balance at the
beginning of current
periodChanges of items
during the period
Dividends fromsurplusProfit attributable toowners of parent
Purchase of treasury
shares
Disposal oftreasury shares
Change of fiscal
term ofconsolidated
subsidiaries
Change inownership interestof parent due totransactions with
non-controllinginterests
Net changes of
items other thanshareholders’ equity
Total changes of
items during theperiodBalance at the end ofcurrent period

Capital stock

Capital surplus

17,117

12,882Retained earnings

319,705

Treasury shares(11,403)

Total shareholders’equity338,303(9,810)(9,810)22,40722,407

(24)

(190)

(190)

421

397

39

39

(219)

(219)

―

(244)

12,636

231

12,623

17,117

12,638332,342(11,172)

350,926

4

(Millions of yen)
Accumulated other comprehensive income
Valuation
Total
Subscription
Nondifference
DeferredForeign
Remeasureaccumulated
rights tocontrollingongains orcurrency
ments ofothersharesinterests
availablelosses on translation defined benefit
comprehensive
for-salehedgesadjustment
plansincomesecurities
Balance at the
beginning of current
periodChanges of items
during the period
Dividends fromsurplusProfit attributable toowners of parent
Purchase of treasury
shares
Disposal of treasury
sharesChange of fiscal
term of consolidated
subsidiaries
Change inownership interestof parent due totransactions with
non-controllinginterests
Net changes of
items other thanshareholders’ equity
Total changes of
items during theperiodBalance at the end ofcurrent period

62,669

(393)

4,086

(728)

65,634167

14,743

Total net
assets418,848(9,810)22,407
(190)
397
39

(219)

(5,699)340(15,775)(430)(21,565)

(29)

(834)

(22,429)(5,699)340(15,775)(430)(21,565)

(29)

(834)

(9,806)56,970(53)(11,689)(1,158)44,069137

13,908409,0425Notes to the Consolidated Financial Statements
I. Basis of Presentation of Consolidated Financial Statements
1. Scope of consolidation(1) Consolidated subsidiaries: 72 companies- Names of principal subsidiaries: Nisshin Flour Milling Inc., Miller Milling Company, LLC, Allied Pinnacle
Pty Ltd., Champion Flour Milling Ltd., Nisshin Foods Inc., Nisshin Seifun Premix Inc., Ma•Ma-Macaroni
Co., Ltd., Oriental Yeast Co., Ltd., Nisshin Pharma Inc., Tokatsu Foods Co., Ltd., Joyous Foods Co., Ltd.,
Initio Foods Inc., Nisshin Petfood Inc., Nisshin Engineering Inc., NBC Meshtec Inc.
- Of the remaining subsidiaries, Nisshin Management & Technical Consulting Inc. and 3 other companies are
not consolidated. The assets, net sales, profit/loss and retained earnings of each non-consolidated subsidiary
are small, and the aggregate effect on the consolidated financial statements is immaterial.
(2) Changes in scope of consolidation- From the fiscal year ended March 31, 2020, PFG Topco1 Pty Ltd. and its subsidiaries (Allied Pinnacle Pty
Ltd. and 19 other companies) are newly included within the scope of consolidation due to the acquisitionof PFG Topco1 Pty Ltd. Additionally, Tokatsu Foods Co., Ltd., which had been an affiliate accounted forby the equity method, and its three subsidiaries are included within the scope of consolidation due to theacquisition of the additional shares of Tokatsu Foods Co., Ltd.
2. Scope of the equity method(1) Subsidiaries and affiliates accounted for by the equity method: 10 companies (1 non-consolidated subsidiaryand 9 affiliates)- Names of principal subsidiaries and affiliates accounted for by the equity method: Marubeni Nisshin Feed
Co., Ltd., Japan Logistic Systems Corp.
- The contributions to consolidated profit/loss, consolidated retained earnings and other consolidated financial
statements of 3 non-consolidated subsidiaries and 3 affiliates not accounted for by the equity method are
negligible and immaterial in the aggregate.
(2) The financial statements for the accounting period of the company concerned are used in the cases of thosesubsidiaries and affiliates accounted for by the equity method whose accounting period differs from theconsolidated accounting period.
3. Accounting periods of consolidated subsidiaries
With regard to Shin Nisshin Seifun Foods (Qingdao) Co., Ltd. and two other companies among the consolidated
subsidiaries, which have accounting periods different from the consolidated accounting period, the tentative
financial statements as of the consolidated fiscal year-end are used.
4. Accounting principles(1) Valuation standards and methodology for material assets[1] Securities:
Held-to-maturity debt securities are stated at amortized cost.
Other securities
Securities with a readily determinable market value are stated at fair market value based on the quoted
market price at the fiscal year-end (with any unrealized gains or losses being reported directly as acomponent of shareholders’ equity and the cost of any securities sold being computed by the moving
average method).
Securities with no readily determinable market value are stated at cost, with cost being determined by themoving average method.
[2] Derivatives:
Derivative financial instruments are stated at fair market value.
[3] Inventories:
Wheat flour and bran are stated at cost, with cost being determined mainly by the retail cost method, withbalance sheet values reflecting write-downs for decreased profitability; other products are stated at cost,with cost being determined mainly by the periodic average method, with balance sheet values reflecting
write-downs for decreased profitability.
Raw materials are stated at cost, with cost being determined by the first-in, first-out method, and balance
sheet values reflecting write-downs for decreased profitability.
(2) Depreciation methods for material depreciable assets[1] Property, plant and equipment (excluding leased assets and right-of-use assets):
The Company and domestic consolidated subsidiaries mainly apply the declining balance method. However,the straight-line method is applied for buildings (excluding building fixtures) acquired on or after April 1,
1998 and building fixtures and structures acquired on or after April 1, 2016.
Foreign consolidated subsidiaries mainly apply the straight-line method.
6[2] Intangible assets (excluding leased assets):
Depreciation is computed by the straight-line method. Software used in-house is depreciated over its
estimated useful life (within 5 years) based on the straight-line method.
[3] Leased assets:
Leased assets related to finance lease transactions that do not transfer ownership are depreciated using thestraight-line method with estimated useful lives equal to lease terms, and zero residual values.
[4] Right-of-use assets:
Right-of-use assets are depreciated using the straight-line method with zero residual values.
(3) Basis of material allowances[1] Allowance for doubtful accounts:
The Company and domestic consolidated subsidiaries provide for possible credit losses stemming frommonetary receivables. Estimates of irrecoverable amounts are based on historical loan-loss ratios forgeneral receivables, and on a consideration of feasibly recoverable amounts in individual cases of suspectedbad debt or other specific dubious accounts. Specific receivables are generally deemed irrecoverable in thecase of foreign consolidated subsidiaries.
[2] Provision for repairs:
To prepare for expenditure associated with the periodic repair of plant facilities, certain consolidated
subsidiaries provide for a portion of the total projected expenditure to be incurred until the end of the fiscal
year ended March 31, 2020.
(4) Accounting treatment of retirement benefits
Regarding its retirement benefit asset and liability, in order to maintain retirement benefits for employees
leaving the Company and already retired pension recipients, the Company subtracts pension plan assets fromits projected benefit obligation, based on estimates as of the end of the consolidated fiscal year ended March
31, 2020.
[1] Imputation method for retirement benefit estimates
In calculating projected benefit obligation, the method for imputing the applicable period until the end of
the consolidated fiscal year ended March 31, 2020 for the estimated retirement benefit is determined by thebenefit calculation standard.
[2] Treatment method for actuarial differences and expenses related to prior service cost
Prior service cost is amortized on a straight-line basis over a period equaling the average remaining service
period of employees (mainly 15 years) expected to receive pension benefits as of the fiscal year-end.
Actuarial differences are amortized on a straight-line basis from the following consolidated fiscal year overa period equaling the average remaining service period of employees (mainly 15 years) expected to receive
pension benefits as of the consolidated fiscal year-end.
(5) Significant hedging transactions[1] Hedging transactions are accounted for on a deferred basis. However, the contracted exchange rates areapplied in the case of any monetary claims, obligations or similar items denominated in foreign currencies
with assigned foreign currency forwards or other hedging instruments.
[2] Hedging methods: Derivative transactions(including forward exchange contracts and currency purchase put/call options)
Hedged items:
Any monetary receivables and payables and planned trading transactions that are
denominated in foreign currencies[3] The Company employs hedging methods only for hedged items purely to manage fluctuations in foreign
currency exchange rates.
[4] Hedging evaluation
Since hedging methods and hedged items of each hedging transaction share the same conditions that apply
at the start of hedging activities and throughout subsequent periods, the Company’s hedging approachenables exchange rate fluctuations to be offset completely. Hence, the Company considers its hedging
method to be highly effective.
(6) Goodwill amortization and amortization periods
Goodwill is amortized using the straight-line method over a period of mainly 10 years beginning with the
day on which it is realized. However, when the amount of goodwill is immaterial, it is amortized in total in
the fiscal year it is realized.
(7) Consumption tax
All accounting transactions are booked exclusive of any national or local consumption taxes.

7II. Changes in Disclosure(Application of IFRS 16 “Leases”)
From the start of the fiscal year ended March 31, 2020, Group companies subject to application of IFRS have applied
IFRS 16 (“Leases”), an accounting method in which borrower lease transactions are viewed either as right-of-use
assets or lease obligations. Accordingly, an approach was adopted in which any cumulative impact of the applicationof this standard, regarded as a transitional measure, is recognized on the start date of its application.
The application of this standard has a negligible impact on the consolidated financial statements.
III. Notes to the Consolidated Balance Sheet
1. Assets pledged as collateral
Buildings and structures:¥3,785 million
Land:¥3,278 million
The above assets are pledged as collateral against the short-term loans payable totaling ¥5,300 million.
2. Reduction entry of property, plant and equipment purchased with government subsidy and others
Accumulated reduction entry of property, plant and equipment: ¥351 million
3. Accumulated depreciation of property, plant and equipment:¥320,544 million
4. Components of inventories
Merchandise and finished goods:¥29,024 million
Work in process:¥4,441 million
Raw materials and supplies:¥46,387 million
IV. Notes to the Consolidated Statements of Income
1. Impairment losses
Impairment losses were posted for the asset groups below during the fiscal year ended March 31, 2020.
Location
United States

Application

Type—(Flour Milling)

Goodwill

Business assets(Flour Milling)

Buildings and structures; machinery,equipment and vehicles; others

City of Tsuru(Yamanashi Pref.), others

Business assets(Others)

Buildings and structures; machinery,equipment and vehicles

City of Kawasaki(Kanagawa Pref.)Business assets(Others)

Buildings and structures; machinery,equipment and vehicles; others

The Group categorizes assets based on the smallest unit that largely generates cash flows independently from the
cash flows of other assets and asset groups.
Regarding goodwill for the U.S. flour milling business in the Flour Milling Segment, following comprehensive
consideration of factors surrounding a downturn in business performance due to intensifying sales competition,
the Company conducted an impairment test based on U.S. GAAP. This resulted in a reduction in the book valueof this business to its fair value, and the subsequent posting of an impairment loss of ¥3,003 million under
extraordinary losses. The breakdown of the impairment loss is ¥3,003 million in goodwill.
A discount rate of 8.5% was used in the calculation of fair value.
Furthermore, following the decision to close the Minnesota-based New Prague Plant in the U.S. flour millingbusiness, the Company reduced the book value of assets from this plant to their recoverable value. This resulted
in the subsequent posting of an impairment loss of ¥866 million under extraordinary losses. The breakdown of
the impairment loss is ¥358 million in buildings and structures, ¥159 million in machinery, equipment andvehicles, and ¥347 million in others.
The recoverable value for the above asset groups is measured based on net sale value.
Regarding manufacturing equipment for mesh cloth used in screen printing by NBC Meshtec Inc. in the Others
Segment, because future cash flow anticipated from this equipment has fallen below its book value due to changes
in the market environment, the Company reduced the book value of this asset to its recoverable value. This
resulted in the subsequent posting of an impairment loss of ¥912 million under extraordinary losses. The
8breakdown of the impairment loss is ¥636 million in buildings and structures, and ¥276 million in machinery,equipment and vehicles.
The recoverable value for the above asset groups is measured based on the usable value (discount rate of 15.1%).
Additionally, regarding the pet food manufacturing equipment of Nisshin Petfood Inc., due to the decision madeto exit the manufacturing business at the end of March 2021, the Company reduced the book value of this asset
to the recoverable value it expects to realize by the date of exit from this business. This resulted in the posting of
an impairment loss of ¥442 million under extraordinary losses. The breakdown of the impairment loss is ¥99
million in buildings and structures, ¥323 million in machinery, equipment and vehicles, and ¥19 million in others.
The recoverable value for the above asset groups is measured based on the usable value (discount rate of 9.6%).
2. Business restructuring expenses
Business restructuring expenses consist primarily of expenses related to the closure of the Minnesota-based New
Prague Plant in the U.S. flour milling business, and expenses related to transfer of the pet food business.
V. Notes to the Consolidated Statement of Change in Net Assets
1. Class and number of issued shares at the end of the consolidated fiscal year ended March 31, 2020
Common stock:304,357,891 shares
2. Dividends(1) Dividends paid
The following resolution was made at the Ordinary General Meeting of Shareholders held on June 26, 2019.
- Dividends on common stock[1] Total dividends to be paid:¥4,755 million[2] Dividend per share:¥16[3] Record date:
March 31, 2019[4] Effective date:June 27, 2019
(Note) Total dividends to be paid include ¥0 million of the dividends to the Company shares held by The
Master Trust Bank of Japan, Ltd. as trust assets for the stock-based remuneration plan.
The following resolution was made at the meeting of the Board of Directors held on October 29, 2019.
- Dividends on common stock[1] Total dividends to be paid:¥5,054 million[2] Dividend per share:¥17[3] Record date:
September 30, 2019[4] Effective date:
December 6, 2019
(Note) Total dividends to be paid include ¥1 million of the dividends to the Company shares held by The
Master Trust Bank of Japan, Ltd. as trust assets for the stock-based remuneration plan.
(2) Dividends for which the record date came during the consolidated fiscal year ended March 31, 2020, but for
which the effective date will come during the following consolidated fiscal year
The following resolution was made at the meeting of the Board of Directors held on May 14, 2020.
- Dividends on common stock[1] Total dividends to be paid:¥5,055 million[2] Source of dividends:
Retained earnings[3] Dividend per share:¥17[4] Record date:
March 31, 2020
[5] Effective date:June 26, 2020
(Note) Total dividends to be paid include ¥0 million of the dividends to the Company shares held by The
Master Trust Bank of Japan, Ltd. as trust assets for the stock-based remuneration plan.

93. Class and number of shares to be issued or transferred upon exercise of the subscription rights to shares as of theconsolidated fiscal year-end
11-1st subscription rights to shares (Granted on August 20, 2013)
Common stock
3,630 shares
11-2nd subscription rights to shares (Granted on August 20, 2013)
Common stock
8,470 shares
12-1st subscription rights to shares (Granted on August 19, 2014)
Common stock
37,400 shares
12-2nd subscription rights to shares (Granted on August 19, 2014)
Common stock
70,400 shares
13-1st subscription rights to shares (Granted on August 19, 2015)
Common stock
72,000 shares
13-2nd subscription rights to shares (Granted on August 19, 2015)
Common stock
145,000 shares
14-1st subscription rights to shares (Granted on August 15, 2016)
Common stock
96,000 shares
14-2nd subscription rights to shares (Granted on August 15, 2016)
Common stock
202,000 shares
VI. Notes to Financial Instruments
1. Status of financial instruments(1) Policy regarding financial instruments
The Group policy concerning cash holdings and temporary surplus funds for strategic investment and thelike going forward dictates that such funds be used for marketable securities and time deposits with specificrates of yield and not for the purpose of securing gains from sales or speculative transactions. Furthermore,
the said policy also requires that funds be secured by the most suitable method given prevailing market
conditions, with loans from banks utilized for short-term financing requirements, and loans from banks, theissuance of bonds, capital increase and the like utilized for long-term financing needs.
In terms of investment securities, the Group has a policy for retaining stocks when such retaining contributes
to medium- to long-term improvement in corporate value and is reasonable in terms of facilitating andstrengthening business tie-ups and joint businesses or building and strengthening long-term and stablebusiness relationships.
The Group utilizes derivatives only as a hedge against the forms of risk detailed hereinafter but not for the
purpose of securing gains from sales and speculative transactions.
(2) Details of financial instrument, associated risk, and risk management systems
Cash and deposits are principally used for time deposits while marketable securities generally take the formof bonds, and in both cases, therefore, the Group is exposed to the credit risk of the issuer and deposit holder
and the risk of market price fluctuation. With the aim of minimizing and diversifying this risk, the internal
rules of each Group company place limits on investment assets, issuers and deposit holders, investment
periods, issuer and holder-specific investment amounts, and the like.
In terms of operating receivables in the form of notes and accounts receivable – trade, the Group is exposedto the credit risk of the corresponding customers. As a countermeasure, the internal rules of each Group
company establish systems for managing due dates and balances on an individual business partner basis andfor regularly reassessing the financial standing of major business partners, thus ensuring that settlement
concerns stemming from a worsening of the financial position of any such business partner or customer canbe rapidly identified and addressed.
Investment securities are stocks related to business or capital tie-ups and the like with business partners,
which are exposed to the risk of market price fluctuation. Thus, systems have been established to regularly
determine actual market value, and with respect to each of the cross-shareholding stocks retained, to verify
yearly at the Board of Directors the validity of retaining stocks after examining the rationality of reasonsfor cross-shareholding, their trading situations, revenue and financial conditions, shareholder returns,
creditworthiness, and other factors, and making comparisons between benefits/risks and capital costs
associated with cross-shareholding.
In terms of operating liabilities in the form of notes and accounts payable – trade, most of those payment
periods are no longer than one year. Short-term loans payable are principally used to procure working capital.
They are exposed to liquidity risk but each Group company deploys a number of different measures, suchas the preparation of cash flow management plans and the like, in order to manage this risk.
Long-term loans payable and bonds are principally used to procure funds necessary for business investments
and the like, and have fixed interest rates.
Turning to derivative transactions, the Group utilizes forward exchange contracts, currency option
transactions and the like for specific assets and liabilities denominated in foreign currencies, where thisincludes notes and accounts receivable – trade and notes and accounts payable – trade, with the aim ofhedging the risk of future foreign-exchange fluctuation. Meanwhile, certain overseas consolidated
subsidiaries manage the future risk of fluctuation in wheat prices, etc., using wheat futures, etc. Transactions
such as these expose the Group to risk associated with general market fluctuation. As a means of minimizing
such risk, each Group company acts in line with internal rules that prohibit the scale of any such dealings
from exceeding actual demand, and furthermore, place limits on derivative transactions in the form of a
fixed ratio of the total value thereof. It should also be noted that currency option transactions are restricted10

to the purchases of options only by said internal rules. Furthermore, such transactions are executed by the
Finance and Accounting Division of the Company principally in line with the instructions of the responsible
divisions of operating companies with which foreign-exchange fluctuation risk is associated. At certain
consolidated subsidiaries, however, the corresponding finance department executes transactions based
principally on the instructions of various internal responsible divisions. In order to effectively monitor andcontrol derivative transactions of this nature, the Group has implemented systems that require the Financeand Accounting Division of the Company or the finance departments of individual subsidiaries to obtain aderivative-transaction balance statement from banks and other similar institutions on a monthly basis, tocross-check this statement with actual balances, and among other measures, to submit a report to theDivision Executive of the Finance and Accounting Division of the Company or the director in charge of thefinance department and the director in charge of the administration department of each subsidiary.
Furthermore, as the Group only conducts derivative transactions with financial institutions with high credit
ratings, the risk of defaulting on contracts on the part of the counterparty is considered to be close to nonexistent.
(3) Supplementary explanation concerning the market value of financial instruments
The market value of financial instruments includes value based on market price or value calculated in areasonable manner when there is no market price. As fluctuation is factored into this calculated value, theselection of differing preconditions and the like may cause the fair value to change.
2. Market value of financial instruments
The book value, market value and difference between each for major balance sheet items as of March 31, 2020
(the balance sheet date) are presented as follows. Details of those balance sheet items whose market values are
deemed highly difficult to determine are not included. (Please refer to Note 2).
(Millions of yen)Book value (*1) Market value (*1)
Difference(1) Cash and deposits
49,71049,710―(2) Notes and accounts receivable – trade92,23692,236―(3) Securities and investment securities
Other securities
118,304
118,304―(4) Notes and accounts payable – trade(53,730)(53,730)―(5) Short-term loans payable(13,490)(13,490)―(6) Bonds(20,000)(19,690)(309)(7) Long-term loans payable (*2)
(19,814)(19,669)(144)(8) Derivative transactions (*3)3535―(*1) Liabilities are shown in parentheses.
(*2) Includes the current portion of long-term loans payable.
(*3) Net claims and debts resulting from derivative transactions are indicated as net amounts. Figures of
total net debt are indicated in parentheses.
Note 1: Calculation method for the market values of financial instruments, securities and derivativetransactions.
(1) Cash and deposits, and (2) Notes and accounts receivable – trade
Given the short settlement period of the above items, the market value and book value are almost thesame, and therefore, the corresponding book values are used.
(3) Securities and investment securities
Shares are recorded at the stock-exchange price, and bonds are recorded at either the stock-exchange
price or the price indicated by the transacting financial institution in question.
(4) Notes and accounts payable – trade, and (5) Short-term loans payable
Given the short settlement period of the above items, the market value and book value are almost thesame, and therefore, the corresponding book values are used.
(6) Bonds and (7) Long-term loans payable
The market values of bonds and long-term loans payable are measured at the present value of future
cash flows discounted by a rate that is set by using appropriate indices, such as JGB yields, and adding
a credit spread.
(8) Derivative transactions
The market values of derivatives are recorded as the closing price for the corresponding futures or the
price indicated by the transacting financial institution in question. It should be noted that forward
exchange contracts and other foreign exchange contracts in which contracted exchange rates are appliedand grouped together with hedged accounts receivable and accounts payable, and the market value ofthe hedged accounts receivable and accounts payable includes the values of the corresponding accounts
receivable and accounts payable.
11Note 2: Financial instruments whose market values are deemed to be highly difficult to determine
Unlisted securities (book value ¥22,086 million) are deemed extremely difficult to value given thelack of a market value and the considerable cost that would be involved in estimating future cash
flow. For this reason, these shares are not included in (3) Securities and investment securities.
VII. Notes to Per Share Information
1. Net assets per share¥1,328.71 (Note 1)
2. Earnings per share¥75.40 (Note 2)
Note 1: When calculating net assets per share, the Company shares held by The Master Trust Bank of Japan, Ltd.
as trust assets for the stock-based remuneration plan are included in the treasury shares excluded from thenumber of shares of common stock issued and outstanding at the end of the consolidated fiscal year.
As of March 31, 2020, 38,400 Company shares were held in the aforementioned trust.
Note 2: When calculating earnings per share, the Company shares held by The Master Trust Bank of Japan, Ltd.
as trust assets for the stock-based remuneration plan are included in the treasury shares excluded whencalculating the average number of shares of common stock during the fiscal year.
For the consolidated fiscal year ended March 31, 2020, the average number of shares of common stock
for the Company shares held in the aforementioned trust was 46,962 shares.
VIII. Additional Information(Stock-based Remuneration Plan)
The Company has introduced a stock-based remuneration plan (the “Plan”) for the Directors (excluding Directors
who are members of the Audit & Supervisory Committee) and the Executive Officers of the Company and the
Directors of the major subsidiaries of the Company (the “Eligible Directors, etc.”).
For the Company shares vested in the Eligible Directors, etc. under the Plan, transfer and other disposal areprohibited for 3 years from the time of vesting based on the share vesting rules. The Plan is intended to improve
motivation of the Eligible Directors, etc. to contribute to enhanced medium- to long-term corporate value and theawareness of management with an emphasis on the shareholders through the interests of the Eligible Directors, etc.
aligned with those of shareholders.
Accounting treatments concerning the Plan are in compliance with the “Practical Solution on Transactions ofDelivering the Company’s Own Stock to Employees etc. through Trusts” (PITF No. 30, revised on March 26, 2015).
(1) Outline of transactions
Under the Plan, the Company shares vested in the Eligible Directors, etc. are acquired by a trust establishedby the Company (the “Trust”) using the money that the Company and the major subsidiaries contribute, andare vested in the Eligible Directors, etc. through the Trust. The Company shares calculated by a specificcalculation method and cash for tax propose, which are determined based on the stock remuneration baseamount set out according to the positions and other factors of the Eligible Directors, etc., are vested in andgranted to the Eligible Directors, etc. each year.
(2) The Company shares remaining in the Trust
The Company shares remaining in the Trust are recorded at book value in the Trust (excluding the amountof incidental expenses) as treasury shares under net assets. At the end of the consolidated fiscal year ended
March 31, 20120, the book value of the corresponding treasury shares was ¥87 million and the number
thereof was 38,400 shares.
IX. Other Notes
1. All amounts have been rounded down to the nearest million yen.
2. Notes to M&A activity(Acquisition-based merger)
At a meeting of the Board of Directors held February 27, 2019, the Company resolved that the Company and its
subsidiary Nisshin Flour Milling Inc. (Nisshin Flour Milling) would acquire PFG Topco1 Pty Ltd. (PFG), the parent
company of Australian flour milling company Allied Pinnacle Pty Ltd. (Allied Pinnacle). For this acquisition, theCompany and its subsidiary concluded a share purchasing agreement to acquire 100% of PFG shares from PacificEquity Partners, an Australian private equity fund, etc. The acquisition took place on April 1, 2019.
(1) Outline of the merger[1] Name and business lines of acquired company
Name: PFG Topco1 Pty Ltd. (holding company owning all shares of Allied Pinnacle)
Business lines: Production and sales of wheat flour, prepared mix, and bakery related ingredients, etc.
[2] Rationale for the merger

12In May 2018, the Group formulated a long-term vision entitled “NNI ‘Compass for the Future’.” As partof this vision, the Group is working to further raise its profile as “a globally operating company that assists‘healthy lifestyles’ and plays a critical role in building ‘the food infrastructure’ of the future.” To this end,
the Group has positioned the overseas flour milling business as one of its operations for driving growth.
In recent years, Nisshin Flour Milling has moved aggressively to expand its overseas business, purchasing
U.S.-based Miller Milling Company, LLC in 2012, establishing Champion Flour Milling Ltd. in New
Zealand in 2013 following the acquisition of a flour milling operation there, and conducting the acquisitionof production assets of Thailand-based Pacific Flour Milling Co., Ltd. in 2018, among other actions. The
Group’s latest acquisition will further accelerate measures of this kind to expand its overseas business.
Australia’s market for wheat flour used in breads, cakes, noodles and other products is supported by thehigh population growth rate in the developed world (approximately 1.6% annually), coupled with a strong
economy continuing positive growth, and rising demand for high-value-added products (organic products,etc.) in step with growing health consciousness among consumers. For these reasons, sustained market
growth is anticipated going forward.
Allied Pinnacle is a leading company with a top share of Australia’s wheat flour market (excluding flour
used in starch production and other industrial applications), and also controls a significant share of themarket for prepared mix and bakery related ingredients. Allied Pinnacle has business dealings with anumber of major names in bread, confection and bakery production, and has built a solid position in thewheat flour-related market.
Following the acquisition, the combination of expertise possessed by both Allied Pinnacle and the Groupwill enhance competitiveness as we seek to drive further business expansion forward. Similarly, we hopeto create synergies between Allied Pinnacle and New Zealand-based Champion Flour Milling Ltd. that
promote sales expansion and improved operational efficiency, taking advantage of the sales and distribution
networks of both companies.
Additionally, the opportunity to develop business in Australia, a major wheat producer, as well as gather
wheat-related information and create relationships with wheat producers and grain companies, is also
extremely meaningful from the perspective of strengthening the Group’s raw material procurement
capabilities.
Furthermore, the overlapping of Allied Pinnacle’s sales network with the Group’s own sales channels will
also enable the capture of demand not only in Oceania but in the Asia market, where the shift to a morewestern diet is occurring rapidly and demand for wheat flour is robust. For its part, the Group is reinforcing
its foundations as a company responsible for “food infrastructure” in the promising Oceania and Asia
markets, aiming to achieve both “the maximization of corporate value” and “sustainable, cyclical growth.”[3] Date of merger
April 1, 2019[4] Legal form of merger
Share acquisition at cash value[5] Post-merger name
PFG Topco1 Pty Ltd.
[6] Percentage of voting rights acquired
100%[7] Principal evidence supporting acquisition decision
Following share acquisition at cash value, the Company and Nisshin Flour Milling acquired 100% of voting
rights.
(2) Period of business results for the acquired company included within the consolidated financial statements
April 1, 2019 to March 31, 2020
(3) Breakdown of acquisition cost and type of compensation
Compensation for acquisition

Cash and deposits

Acquisition cost13

AUD 589 million[¥46,810 million]

AUD 589 million[¥46,810 million]

(4) Name and amount of principal acquisition-related expenses
Advisory costs, etc. ¥1,040 million(5) Method for procuring funds for payment
Acquisition funds supplied entirely from funds on hand.
(6) Amount of subsequent goodwill, reasons for occurrence, depreciation method and depreciation period[1] Amount of subsequent goodwill¥41,101 million[2] Reasons for occurrenceOccurrence stems from rationale estimate of future surplus earning capacity anticipated from businessdevelopment going forward[3] Depreciation method and depreciation period
Depreciated uniformly over 10 years(7) Amount and principal breakdown of assets and liabilities assumed on date of merger
Current assets¥34,243 million

Non-current assets¥59,275 million

Total assets¥93,518 million

Current liabilities¥15,483 million

Non-current liabilities¥72,326 million

Total liabilities¥87,809 million(Note) (1) “Amount of subsequent goodwill” in 6. above not included in assets and liabilities.
(8) Distribution amount, description of type and weighted average depreciation period for intangible assets
outside of goodwill[1] Amount allocated to intangible assets¥21,733 million[2] Description of type
Client-related assets ¥21,733 million[3] Weighted average depreciation period
13.5 years(9) Estimation and method of calculation of effect on Consolidated Statements of Income for fiscal 2020 if
merger assumed completed on the first day of the fiscal year
No effect reported since the merger date occurred on the first day of the fiscal year.

14

(Acquisition-based merger)
At a meeting of the Board of Directors held March 26, 2019, the Company resolved to acquire from other external
shareholders 51% of the existing shares of common stock of the Company’s affiliate Tokatsu Foods Co., Ltd.
(Tokatsu Foods), a comprehensive prepared dishes supplier. After the conclusion of the share transfer agreement,
the Company conducted the acquisition on July 4, 2019, and Tokatsu Foods became a consolidated subsidiary of
the Company.
(1) Outline of the merger[1] Name and business lines of acquired company
Name: Tokatsu Foods Co., Ltd.
Business lines: Freshly prepared foods business (production and sales of bento boxes, seasoned rice balls,
sandwiches, prepared foods, noodles, salads and other prepared foods), frozen prepared foods business(production and sales of commercial-use frozen bento boxes, frozen prepared foods, frozen noodles)[2] Rationale for the merger
The Company has positioned the prepared dishes and other prepared foods business as a growth field, andis taking steps to groom it as one of the Group’s core operations. In December 2012, the Company entereda capital tie-up with Tokatsu Foods, followed in January 2016 with the consolidation of Joyous Foods Co.,
Ltd., a supplier of prepared noodles, as a subsidiary. The Company conducted the current acquisition after
determining that doing so would contribute to further expansion of its prepared dishes and other preparedfoods and frozen foods businesses.
Established in 1968, Tokatsu Foods has a leading presence in Japan as a comprehensive supplier of prepareddishes, and has developed a deli prepared foods business targeting convenience stores along with a delivery
route-focused frozen prepared foods business. Prior to the merger, the Group had, over many years,
developed a collaborative relationship with Tokatsu Foods, both through outsourcing the production of deliprepared foods and frozen foods to Tokatsu Foods, and through a capital tie-up. The current acquisition
will further enhance these relations, with hopes to leverage the Group’s basic research expertise and productdevelopment capabilities to stimulate expansion of the Group’s prepared dishes and other prepared foods
business and its frozen foods business.
[3] Date of merger
July 4, 2019[4] Legal form of merger
Share acquisition at cash value[5] Post-merger nameTokatsu Foods Co., Ltd.
[6] Percentage of voting rights acquired
55,725 shares
1. Shareholding prior to transfer(No. of voting rights: 55,725)(Percentage of voting rights: 49%)
58,000 shares
2. Shares for acquisition(No. of voting rights: 58,000)
113,725 shares
3. Shareholding following transfer(No. of voting rights: 113,725)(Percentage of voting rights: 100%)[7] Principal evidence supporting acquisition decision
Following share acquisition at cash value, the Company acquired 100% of voting rights.
(2) Period of business results for the acquired company included within the consolidated financial statements
July 1, 2019 to March 31, 2020
(3) Breakdown of acquisition cost and type of compensation
Market value of shares held prior to acquisition as of the merger date

¥14,488 million

Cash and deposits used in additional acquisition of shares¥15,080 million

Acquisition cost

¥29,568 million15(4) Name and amount of principal acquisition-related expenses
Advisory costs, etc. ¥190 million(5) Acquisition cost and difference from total cost of individual transactions required for the acquisition
Gain on step acquisitions ¥7,272 million(6) Method for procuring funds for payment
Acquisition funds supplied entirely from funds on hand.
(7) Amount of subsequent goodwill, reasons for occurrence, depreciation method and depreciation period[1] Amount of subsequent goodwill¥11,808 million[2] Reasons for occurrenceOccurrence stems from rationale estimate of future surplus earning capacity anticipated from businessdevelopment going forward[3] Depreciation method and depreciation period
Depreciated uniformly over 10 years(8) Amount and principal breakdown of assets and liabilities assumed on date of merger
Current assets¥26,066 million

Non-current assets¥29,197 million

Total assets¥55,264 million

Current liabilities¥26,328 million

Non-current liabilities¥11,176 million

Total liabilities¥37,504 million(Note) (1) “Amount of subsequent goodwill” in 7. above not included in assets and liabilities.
(9) Distribution amount, description of type and depreciation period for intangible assets outside of goodwill[1] Amount allocated to intangible assets¥4,655 million[2] Description of type
Client-related assets ¥4,655 million[3] Depreciation period
12 years(10) Estimation and method of calculation of effect on Consolidated Statements of Income for fiscal 2020 if
merger assumed completed on the first day of the fiscal year
Net sales¥27,283 million

Operating profit¥406 million

Ordinary profit¥285 million

Profit attributable to owners of parent¥22 million(Calculation method for estimation)
The calculated estimation reflects the comparative difference between net sales and profit/loss data reported
in the Company’s Consolidated Statements of Income and net sales and profit/loss data if the merger is assumed
to have completed on the first day of the fiscal year. Furthermore, the estimated effect of goodwill and otherintangible assets recognized at the date of merger is calculated as if such assets occurred at the beginning of
the fiscal year. This note has not been audit certified.

16

Non-consolidated Statement of Changes in Net Assets(For the Fiscal Year Ended March 31, 2020)(Millions of yen)
Shareholders’ equity
Capital surplus
LegalcapitalsurplusCapital stock

Balance at the beginning of current period
Changes of items during the period
Reversal of reserve for advanced
depreciation of non-current assets
Dividends from surplus
ProfitPurchase of treasury shares
Disposal of treasury shares
Net changes of items other thanshareholders’ equity
Total changes of items during the period
Balance at the end of current period

17,117

9,500

Other
capitalsurplusTotal
capitalsurplus

226

9,726

(24)

(24)

Retained earnings
OtherretainedLegalearnings
retainedearnings
Reserve fordividends
4,379

―

―

(24)

(24)

―

―

17,117

9,500

202

9,702

4,379

2,000

Shareholders’ equity
Retained earnings
Other retained earnings
Reserve for advanced
Retained earnings
depreciation of nonGeneral reserve
brought forward
current assets
Balance at the beginning of current period
Changes of items during the period
Reversal of reserve for advanced
depreciation of non-current assets
Dividends from surplus
ProfitPurchase of treasury shares
Disposal of treasury shares
Net changes of items other thanshareholders’ equity
Total changes of items during the period
Balance at the end of current period

2,000

2,632

170,770(34)

Total retained
earnings

58,965

238,747

34―(9,810)(9,810)

8,460

8,460

(34)

―

(1,315)(1,349)2,598

170,770

57,649237,39717

(Millions of yen)
Shareholders’ equity

Balance at the beginning of current
periodTreasurysharesTotalshareholders’equity(11,395)

254,196

Valuation and translation adjustments
Valuation
Total
Subscription
difference
Deferred
Total net
valuationrights toongains orassetsandsharesavailablelosses ontranslation
for-salehedgesadjustments
securities
45,741(86)

45,655167

300,019

Changes of items during the period
Reversal of reserve for advanced
depreciation of non-current assets
Dividends from surplus
Profit――(9,810)(9,810)

8,460

8,460

Purchase of treasury shares

(190)

(190)

(190)

Disposal of treasury shares

421

397

397

Net changes of items other thanshareholders’ equity(5,853)86(5,767)(29)(5,797)

Total changes of items during theperiod231(1,143)(5,853)86(5,767)(29)(6,940)

Balance at the end of current period(11,164)

253,053

39,888―39,888137

293,07918

Notes to the Non-consolidated Financial Statements
I. Significant Accounting Policies
1. Valuation standards and methodology for securities
Held-to-maturity debt securities are stated at amortized cost.
Shares of subsidiaries and affiliated companies: Stated at cost determined by the moving average method.
Other securities:
Securities with a readily determinable market value are stated at fair market value based on the quoted
market price at the fiscal year-end (with any unrealized gains or losses being reported directly as acomponent of shareholders’ equity and the cost of any securities sold being computed by the moving
average method).
Securities with no readily determinable market value are stated at cost, with cost being determined by themoving average method.
2. Valuation standards and methodology for derivatives
Derivative financial instruments are stated at fair market value.
3. Depreciation methods for non-current assets
Property, plant and equipment (excluding leased assets):
Depreciation on property, plant and equipment (excluding leased assets) is computed by the decliningbalance method. However, the straight-line method is applied for buildings (excluding building fixtures)acquired on or after April 1, 1998 and building fixtures and structures acquired on or after April 1, 2016.
Intangible assets (excluding leased assets):
Depreciation on intangible assets (excluding leased assets) is computed by the straight-line method.
Software used in-house is depreciated over its estimated useful life (5 years) based on the straight-line
method.
Leased assets:
Leased assets related to finance lease transactions that do not transfer ownership are depreciated using thestraight-line method with estimated useful lives equal to lease terms, and zero residual values.
4. Basis of material allowances
Allowance for doubtful accounts:
The Company provides for possible credit losses stemming from monetary receivables. Estimates ofirrecoverable amounts are based on historical loan-loss ratios for general receivables, and on a considerationof feasibly recoverable amounts in individual cases of suspected bad debt or other specific dubious accounts.
Provision for directors’ bonuses:
Provision is made for directors’ bonuses based on the estimated amounts during the fiscal year ended March
31, 2020.
Provision for retirement benefits:
Provision is made for employees’ and already retired pension recipients’ retirement benefits based on theestimated amounts of projected benefit obligation and the fair value of the pension plan assets at the fiscal
year-end.
[1] Imputation method for retirement benefit estimates
In calculating projected benefit obligation, the method for imputing the applicable period until the endof the fiscal year ended March 31, 2020 for the estimated retirement benefit is determined by the benefit
calculation standard.
[2] Treatment method for actuarial differences and expenses related to prior service cost
Prior service cost is amortized on a straight-line basis over a period equaling the average remaining
service period of employees (15 years) expected to receive pension benefits as of the fiscal year-end.
Actuarial differences are amortized on a straight-line basis from the following fiscal year over a period
equaling the average remaining service period of employees (15 years) expected to receive pension
benefits as of the fiscal year-end.
If the pension plan assets at the end of the fiscal year ended March 31, 2020 exceeded the projected benefit
obligation less actuarial differences and others, the amount in excess was recognized as prepaid pension
cost and included in “Other” under “Investments and other assets.”19

5. Hedging transactions(1) Hedging transactions are accounted for on a deferred basis. However, the contracted exchange rates are appliedin the case of any monetary claims, obligations or similar items denominated in foreign currencies withassigned foreign currency forwards or other hedging instruments.
(2) Hedging methods: Derivative transactions(including forward exchange contracts and currency purchase put/call options)
Hedged items:
Any monetary receivables and payables and planned trading transactions that are
denominated in foreign currencies.
(3) The Company employs hedging methods only for hedged items purely to manage fluctuations in foreign
currency exchange rates.
(4) Hedging evaluation
Since hedging methods and hedged items of each hedging transaction share the same conditions that apply at
the start of hedging activities and throughout subsequent periods, the Company’s hedging approach enables
exchange rate fluctuations to be offset completely. Hence, the Company considers its hedging method to behighly effective.
6. Other significant matters regarding basis of presentation of non-consolidated financial statements(1) Accounting treatment of retirement benefits
Unsettled amounts of unrecognized actuarial differences and unrecognized prior service cost relating toretirement benefits are accounted for in a different method from that applied to account for those in the
consolidated financial statements.
(2) Consumption tax
All accounting transactions are booked exclusive of any national or local consumption taxes.
II. Notes to Changes in the Presentation Method(Non-consolidated Balance Sheet)“Long-term loans payable” which was included in “Other” under “Non-current liabilities” in the previous fiscal
year is presented separately for the fiscal year ended March 31, 2020 because it became significant in terms ofamount.
(Non-consolidated Statement of Income)“Commitment fee” under “Non-operating expenses” which was presented separately in the previous fiscal year isincluded in “Other” under “Non-operating expenses” for the fiscal year ended March 31, 2020 because they became
insignificant in terms of amount.
III. Notes to the Non-consolidated Balance Sheet
1. Accumulated depreciation of property, plant and equipment
2. Monetary claims and liabilities to affiliated companies
Short-term monetary claims
Short-term monetary liabilities
IV. Notes to the Non-consolidated Statement of Income
Transactions with affiliated companies
Operating transactions
Operating revenues
Operating expenses
Transactions other than operating transactions

20¥18,415 million¥887 million¥38,242 million¥19,958 million¥785 million¥1,210 million

V. Notes to the Non-consolidated Statement of Changes in Net Assets
Class and number of treasury shares as at the fiscal year-end
Common stock
6,998,302 shares(Note) The number of treasury shares of common stock at the end of the fiscal year ended March 31, 2020
includes 38,400 shares held by The Master Trust Bank of Japan, Ltd. as trust assets for the stockbased remuneration plan.
VI. Notes to Tax Effect Accounting
The Principal components of deferred tax assets and deferred tax
liabilities are as follows.
Deferred tax assets
Provision for retirement benefits
Investment securities
Provision for bonuses
Other
Gross deferred tax assets
Valuation allowance
Total deferred tax assets(Millions of yen)

Deferred tax liabilities
Valuation difference on available-for-sale securities
Reserve for advanced depreciation of non-current assets
Retirement benefit trust repayment securities
Total deferred tax liabilities
Deferred tax liabilities, net

930
509
182
466
2,089
(619)
1,469

17,234
1,145
964
19,344
17,875

VII. Notes to Related Party Transactions
Subsidiaries, Affiliated Companies, etc.
(Millions of yen)
Name of
Percentage of
Category Company, Voting Rights,
etc.
etc.
Subsidiaries Nisshin
Direct holding
Flour
100.0
Milling
Inc.

Transactions withRelated Party

Nature ofTransactions

Licensing ofReceipt oftrademark, etc.,
license fee forLending andtrademark, etc.
receipt of funds, (Note 2)
Leasing ofReceipt of fundscommercial land, (Note 3)
etc.,
Payment ofConcurrent
interests
serving of officers (Note 3)
Lending ofinvestment
funds(Note 4)
Repayment ofinvestment
funds(Note 4)
Receipt ofinterests(Note 4)21

Transaction
Value
Item
(Note 1)
4,675 ―

Yearend
Balance―

3,683 Deposits
received
0 Accrued
expenses

6,008
0

63,223 Long-term 74,973
loans
receivablefrom
11,005 subsidiaries
andassociates
665 Otherunder
Current
assets61

Name of
Percentage ofCompany, Voting Rights,
etc.
etc.
Subsidiaries Nisshin
Direct holding
Foods Inc. 100.0
Category

Oriental
Yeast Co.,Ltd.

NissinPharmaInc.

Direct holding
100.0

Direct holding
100.0

NisshinDirect holding
Engineering 100.0
Inc.

NBC
Meshtec
Inc.

Direct holding
100.0Transactions withRelated Party

Transaction
Value
Item
(Note 1)
Receipt of funds
5,939 Deposits(Note 3)
received
Payment of
0 Accrued
interests
expenses(Note 3)Nature ofTransactions

Licensing oftrademark, etc.,
Lending andreceipt of funds,
Leasing ofcommercial land,etc.,
Concurrent
serving of officers
Licensing ofLending oftrademark, etc.,
investment
Lending andfunds
receipt of funds, (Note 4)
Concurrent
Repayment ofserving of officers investment
funds(Note 4)
Receipt ofinterests(Note 4)

Licensing ofReceipt of funds
trademark, etc.,(Note 3)
Lending andPayment ofreceipt of funds, interests
Leasing of offices, (Note 3)
Concurrent
serving of officers
Licensing ofReceipt of funds
trademark, etc.,(Note 3)
Receipt of funds, Payment of
Leasing of offices, interests
Concurrent(Note 3)serving of officers
Licensing ofLending oftrademark, etc.,
working capital
Lending and(Note 5)receipt of funds,
Concurrent
serving of officers
Receipt ofinterests(Note 5)PFG
Direct holding
Topco1 Pty 20.0
Ltd.
Indirect holding
80.0

Lending of funds Lending ofConcurrent
working capital
serving of officers (Note 6)
Repayment ofworking capital(Note 6)
Receipt ofinterests(Note 6)
Underwriting of
capital increase(Note 7)

Transaction conditions and methods used to determine conditions
Note 1: No consumption tax amounts are included in the transaction value.
22

Yearend
Balance
4,043
0― Long-term 6,941
loans
receivablefrom― subsidiaries
andassociates
66 Otherunder
Current
assets4,269 Deposits
received
0 Accrued
expenses

12,114 Deposits
received
1 Accrued
expenses

5

4,717
0

14,797
0

4,639 Long-term 4,488
loans
receivable
fromsubsidiaries
andassociates
44 Other3
underCurrent
assets35,590
―

―

264 ―

―

6,805 ――

35,590Note 2:
Note 3:Note 4:Note 5:Note 6:Note 7:

License fee for trademark, etc. is determined by multiplying the net sales, etc. of Nisshin Flour
Milling Inc. by a certain rate.
Receipt of funds is transactions through cash management system (CMS), and the transaction
value presented is the average balance during the fiscal year. The interest rates are reasonably
determined taking market interest rates into consideration.
The lending rates on investment funds are reasonably determined taking market interest rates
into consideration.
Lending of working capital is transactions through cash management system (CMS), and thetransaction value presented is the average balance during the fiscal year. The interest rate isreasonably determined taking market interest rates into consideration.
The lending rate on working capital is reasonably determined taking market interest rates into
consideration.
The Company underwrote a rights issue made by PFG Topco1 Pty Ltd.

VIII. Notes to Per Share Information
1. Net asset per share¥985.14(Note 1)
2. Earnings per share¥28.46(Note 2)
Note 1: When calculating net assets per share, the Company shares held by The Master Trust Bank ofJapan, Ltd. as trust assets for the stock-based remuneration plan are included in the treasury
shares excluded from the number of shares of common stock issued and outstanding at the endof the fiscal year.
As of March 31, 2020, 38,400 Company shares were held in the aforementioned trust.
Note 2: When calculating earnings per share, the Company shares held by The Master Trust Bank ofJapan, Ltd. as trust assets for the stock-based remuneration plan are included in the treasury
shares excluded when calculating the average number of shares of common stock during the
fiscal year.
For the fiscal year ended March 31, 2020, the average number of shares of common stock for theCompany shares held in the aforementioned trust was 46,962 shares.
IX. Additional Information(Stock-based Remuneration Plan)
The note is omitted because the same information is provided in the Notes to the Consolidated Financial Statements(Additional Information).
X. Other Notes
All amounts have been rounded down to the nearest million yen.

23