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 4, 2024
To Those Shareholders with Voting Rights
Kenji Takihara
Director and President
Nisshin Seifun Group Inc.
25, Kanda-Nishiki-cho 1-chome,
Chiyoda-ku, Tokyo JAPANCONVOCATION NOTICE OF THE 180th ORDINARY GENERAL MEETINGOF SHAREHOLDERS
This is to notify you that the 180th Ordinary General Meeting of Shareholders of Nisshin Seifun Group Inc.
(the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures to provide informationelectronically that is the contents of the Reference Documents for the General Meeting of Shareholders, etc. (mattersfor electronic provision measures). This information is included in the “Convocation Notice of the 180th Ordinary
General Meeting of Shareholders” and “Other Matters for Electronic Provision Measures of the 180th Ordinary
General Meeting of Shareholders (Matters Excluded from Paper-based Documents Delivered to Shareholders),”
which are provided on the Company’s website.
The Company’s website: https://www.nisshin.com/english/shareholders/meeting.html
In addition to the aforementioned website, matters for electronic provision measures are also provided on thewebsite of the Tokyo Stock Exchange, Inc. (“TSE”). When checking our information at the TSE’s website, please
access the following website, enter and search for the issue name (Nisshin Seifun Group Inc.) or the securities code
(2002), select “Basic information,” “Documents for public inspection/PR information” and check “Notice ofGeneral Shareholders Meeting/Informational Materials for a General Shareholders Meeting” in the “Filed
information available for public inspection” field.
TSE’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you do not attend the meeting in person, you may exercise your voting rights by one of the following methods.
Please review the “Reference Documents for the General Meeting of Shareholders,” and exercise your voting rights
no later than 5:30 p.m. (JST), Tuesday, June 25, 2024.
[Voting in Writing (by Postal Mail)]
Please indicate your vote for or against each of the proposals on the Voting Rights Exercise Form provided
together with this Convocation Notice, then return the form so as to arrive by the aforementioned deadline for the
exercise of voting rights.
[Voting Electronically (via the Internet, etc.)]
Please refer to the following “Guidance for the exercise of voting rights via the Internet, etc.” and vote for oragainst each of the proposals at the voting rights exercise website by no later than the aforementioned deadline forthe exercise of voting rights.
Wednesday, June 26, 2024 at 10:00 a.m. (Reception from 9:00 a.m.)Tokyo Marriott Hotel, B1 The GOTENYAMA Ballroom
4-7-36, Kitashinagawa, Shinagawa-ku, Tokyo
If there are any changes to the above times, place, or any other items, the information will be posted on the
Company’s website.

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

1. Business Report and Consolidated Financial Statements for the 180th fiscal term(from April 1, 2023 to March 31, 2024) and results of audits on theConsolidated Financial Statements by the Independent Auditor and the Audit& Supervisory Committee
2. Non-consolidated Financial Statements for the 180th fiscal term (from April
1, 2023 to March 31, 2024)

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 One (1) Director Who Is a Member 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
4. Matters Determined in the Convocation(1) Of matters for electronic provision measures, “Independent Auditor,” “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 Statement,” the “Non-consolidated Statement of
Changes in Net Assets,” and the “Notes to the Non-consolidated Financial Statements” are not included in
the paper-based documents delivered to shareholders who have requested such documents, in accordancewith laws and regulations and Article 15, Paragraph 2 of the Company’s Articles of Incorporation.
Accordingly, the paper-based documents delivered to shareholders who have requested such
documents are part of the Business Report, the Consolidated Financial Statements, and the Nonconsolidated Financial Statements audited by the Audit & Supervisory Committee, and the Consolidated
Financial Statements and the Non-consolidated Financial Statements audited by the Independent Auditor
in preparing the audit report.
(2) If you exercise your voting rights via the Internet, etc., more than once, your final vote shall be deemedvalid. If you exercise your voting rights by two different methods, that is, via the Internet, etc., as well as
by mailing the Voting Rights Exercise Form, the vote via the Internet, etc., shall be deemed valid.
(3) In the event you do not indicate your vote for or against each of the proposals on the returned Voting Rights
Exercise Form, it shall be deemed that you indicated a vote for.

- Modifications, if any, to the matters for electronic provision measures will be posted on the Company’s website
and the website of the TSE (Listed Company Search).
- Please refer to the “Guide to the 180th Ordinary General Meeting of Shareholders” provided together with thisConvocation Notice for the operation of the meeting.
- If you are attending the meeting in person, please present the Voting Rights Exercise Form provided together withthis Convocation Notice at the reception desk on arrival at the meeting. Please bring this Convocation Notice withyou.
- If a proxy is attending the meeting on your behalf, the proxy shall present written proof of his/her power ofrepresentation and the Voting Rights Exercise Form at the reception desk on arrival at the meeting. You may
appoint only one proxy, who shall be a shareholder of the Company with voting rights.

2

Guide to Exercising Voting Rights
To exercise voting rights in advance
Please review the “Reference Documents for the General Meeting of Shareholders” and exercise your voting rights
by either of the following methods.
Note: Institutional investors can use the platform for exercising voting rights operated by ICJ, Inc.
1. To exercise voting rights in writing (by postal mail)•Please indicate your vote for or against each of the proposals on the Voting Rights Exercise Form, then returnthe form so as to arrive no later than 5:30 p.m. (JST), Tuesday, June 25, 2024.
•
In the event you do not indicate your vote for or against each of the proposals on the Voting Rights Exercise
Form, it shall be deemed that you indicated a vote for.
2. To exercise voting rights via the Internet, etc.
•
Please refer to the following “Guidance for the exercise of voting rights via the Internet, etc.” and exercise
your voting rights no later than 5:30 p.m. (JST), Tuesday, June 25, 2024.
•
If you exercise your voting rights via the Internet, etc., more than once, your final vote shall be deemed valid.
•

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

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

3

Guidance for the exercise of voting rights via the Internet, etc.
Deadline for exercising voting rights: 5:30 p.m. (JST), Tuesday, June 25, 2024
 To exercise voting rights from a smartphone
1 Access the website for exercising voting rights from a smartphone
Use your smartphone or tablet to scan the “QR Code® to log into the website for exercising voting rights from asmartphone” at the bottom right of the Voting Rights Exercise Form.
2 Open the website for exercising voting rights
When you open the displayed URL, the website for exercising voting rights will appear.
There are two methods for exercising voting rights.
•
To indicate your vote for or against each proposal individually → 3•
To indicate your vote for all Company proposals, click “すべての会社提案議案について「賛成」する(Indicate your vote for all Company proposals).” → 4
3 To vote on each proposal individually
Click “各議案について個別に指示する (Vote individually).” Please indicate your vote for or against each of the
proposals by following the instructions on the screen.
4 Complete the exercise
If there is no error on the confirmation page, click “この内容で行使する (Exercise this content)” to complete theexercise.
If you wish to change your vote after exercising your voting rights, you need to scan the QR Code® again and enter
the “voting rights exercise code” and “password” indicated on the Voting Rights Exercise Form. (You can also
exercise your voting rights by accessing the website for exercising voting rights (https://www.web54.net) directlyfrom your computer.)
Note: QR Code is a registered trademark of DENSO WAVE INCORPORATED.
 To exercise voting rights from a computer
1 Access the website for exercising voting rights
https://www.web54.net
Click “次へすすむ (Go to next).”
2 Log inEnter the “voting rights exercise code” indicated on the Voting Rights Exercise Form, then click “ログイン (Login).”
3 Enter the password
Enter the “password” indicated on the Voting Rights Exercise Form, create a “new password,” then click “登録(Register).”
The preparations are now complete. Please follow the instructions on the screen and enter your vote for or against.
Notes: Any communication fees, etc., incurred when using the website for exercising voting rights shall be borneby the shareholder.
The website for exercising voting rights may not be available depending on the Internet environment, theservice you subscribe to, or the device model you are using.
Inquiries about the system, etc.:
Stock Transfer Agency Web Support
Sumitomo Mitsui Trust Bank, Limited
Dedicated dial-in: 0120-652-031(Operating hours: 9:00 to 21:00 (JST))4

Reference Documents for the General Meeting of Shareholders
Proposal and References
Proposal No. 1: Dividends from Surplus
The Company proposes the year-end dividend from the surplus for the fiscal year ended March 31, 2024, asdetailed below, taking into account its current and future earnings status and financial position.This will result in
the annual dividend, consisting of the interim and year-end dividends, of ¥45 per share for the fiscal year ended
March 31, 2024, an increase of ¥5 from the previous fiscal year.
(1) Type of dividend
Cash(2) Matters related to the allocation of dividend and total amount thereof¥24 per share of the Company’s common stock
Total amount of dividends: ¥7,140,961,296(3) Effective date of dividend payment
June 27, 2024

5

Proposal No. 2: Election of Ten (10) Directors (Excluding Directors Who Are Members of the Audit &Supervisory Committee)
At the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all ten (10) Directors(excluding Directors who are members of the Audit & Supervisory Committee) will expire.
Therefore, we propose that ten (10) Directors (excluding Directors who are members of the Audit &Supervisory Committee) be elected. The Audit & Supervisory Committee has considered this proposal andexpressed its opinion that there are no particular matters to be stated.
The candidates for Directors (excluding Directors who are members of the Audit & Supervisory Committee)
are as follows.
Current Position and
Attendance at meetings of theNo.
Name
Responsibility in the Company Board of Directors (Times)
Director and President,
1
Kenji Takihara
Renomination
Division Executive (Corporate
13/13 (100%)
Planning Division)
Director, Senior Managing
Executive Officer (In chargeof General Administration
2
Naoto Masujima
Renomination
13/13 (100%)
Division and Human
Resources and Labor
Relations Division)
Director, Managing Executive
Officer, and Division
3
Eiichi Suzuki
Renomination
10/10 (100%)
Executive (Finance andAccounting Division)
4

Takao Yamada

Renomination

Director and Senior Managing
Executive Officer

13/13 (100%)

5

Takahiko Iwahashi

Renomination

Director and Managing
Executive Officer

10/10 (100%)6

Kazuhiko Fushiya

Renomination
Outside Director
Director
Independent Director

13/13 (100%)7Motoo Nagai

Renomination
Outside Director
Director
Independent Director

13/13 (100%)

8

9

10

Renomination
Outside Director
Director
Independent Director
Executive Officer andDivision Executive
Seiichiro Takahashi
New candidate(Technology and Engineering
Division)
Nobuhiro Endo

Shinichi Ikeda

New candidate—

12/13 (92.3%)——

Note: Attendance information for Mr. Eiichi Suzuki and Mr. Takahiko Iwahashi only includes meetings of the Board of Directors
held since their appointments on June 28, 2023.

6

No.

Name
(Date of Birth)

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

1

2

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

Number of theCompany’s
Shares Held

April 1988
June 2013
June 2016
June 2017
June 201946,160 shares

The Company selected Mr. Kenji Takihara as candidate for Director as he has a wealth of experience andexcellent track record in the flour milling business and also has been leading the holding company’s
management as President of the Company, and thus is considered to possess the requisite skills and qualities
for the Company to pursue sustainable growth and medium- to long-term enhancement of corporate value.
Renomination
April 1983
Joined the Company
June 2014
Executive Officer, GS (Globalization) of
Corporate Planning Division and General
Manager (China Business Development
Office of Corporate Planning Division)
June 2015
Director, General Manager (Corporate
Planning Department) and Division
Executive (Overseas Business Division),
Nisshin Flour Milling Inc.
June 2016
Managing Director, General Manager(Corporate Planning Department) andDivision Executive (Overseas Business
Division), Nisshin Flour Milling Inc.
June 2017
Director and Division Executive (General
36,281 shares
Administration Division)
Naoto Masujima
Managing Executive Officer and Division(September 11, 1960) June 2019
Executive (General Administration
Division)
June 2021
Director, Managing Executive Officer andDivision Executive (General Administration
Division)
June 2022
Director, Senior Managing Executive
Officer and Division Executive (General
Administration Division)
June 2023
Director, Senior Managing Executive
Officer (In charge of General
Administration Division and Human
Resources and Labor Relations Division)(to the present)
Reason for selecting the candidate for Director
The Company selected Mr. Naoto Masujima as candidate for Director as he has a wealth of experience andexcellent track record in overall management, including general administration, human resources, 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.
7

No.

Name
(Date of Birth)

Joined the Company
General Manager (Accounting Departmentof Finance and Accounting Division)
June 2019
Executive Officer and General Manager(Accounting Department of Finance andAccounting Division)
Eiichi Suzuki
June
2020
Executive Officer and Division Executive(March 3, 1964)(Finance and Accounting Division)
June 2023
Director, Managing Executive Officer andDivision Executive (Finance andAccounting Division) (to the present)
Reason for selecting the candidate for Director
Renomination

3

4

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

Number of theCompany’s
Shares Held

April 1987
June 2013

7,700 shares

The Company selected Mr. Eiichi Suzuki as candidate for Director as he has a wealth of experience andexcellent track record in the areas including finance and accounting, and thus is considered to possess therequisite skills and qualities for the Company to pursue sustainable growth and medium- to long-term
enhancement of corporate value.
Renomination
April 1983
Joined the Company
June 2011
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
44,396 shares
Takao Yamada
Executive (Sales Division), Nisshin Flour(September 27, 1960)
Milling Inc.
April 2017
Director and President, Nisshin Flour
Milling Inc. (to the present)
June 2019
Director and Managing Executive Officer
June 2022
Director and Senior Managing Executive
Officer (to the present)[Director and President (Representative Director), Nisshin Flour
Milling Inc.]
Reason for selecting the candidate for Director
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.

8

No.

Name
(Date of Birth)

Joined the Company
Director and General Manager (R&D
Division), Nisshin Foods Inc.
April 2014
Director and General Manger (Processed
Foods Division), Nisshin Foods Inc.
June 2015
Executive Officer
June 2018
Managing Director and General Manager(Processed Foods Division), Nisshin Foods
Inc.
June 2019
Managing Executive Officer
June 2020
Managing Director and General Manager(Product Management Division), Nisshin
Takahiko Iwahashi
Foods Inc.
(October 6, 1964)
June 2021
Senior Managing Director and General
Manager (Product Management Division),
Nisshin Foods Inc.
June 2022
Senior Managing Director, Nisshin Seifun
Welna Inc.
April 2023
Director and President, Nisshin Seifun
Welna Inc. (to the present)
June 2023
Director and Managing Executive Officer(to the present)[Director and President (Representative Director), Nisshin Seifun
Welna Inc.]
Reason for selecting the candidate for Director
Renomination

5

6

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

Number of theCompany’s
Shares Held

April 1987
June 201335,416 shares

The Company selected Mr. Takahiko Iwahashi as candidate for Director as he has a wealth of experienceand excellent track record in management of the processed food business, and thus is considered to possess
the requisite skills and qualities for the Company to pursue sustainable growth and medium- to long-term
enhancement of corporate value.
Renomination
April 1967
Joined the Ministry of FinanceOutside Director
July 1999
Commissioner, National Tax Agency
Independent Director
July 2001
Deputy Governor, National Life FinanceCorporation
July 2002
Assistant Chief Cabinet Secretary
January 2006
Commissioner, Board of Audit of Japan
8,300 shares
February 2008
Commissioner (President), Board of Audit
Kazuhiko Fushiya
of Japan(January 26, 1944)
January 2009RetiredJune 2009
Audit & Supervisory Board Member
June 2015
Director (to the present)[Chairman, The Institute of Internal Auditors - Japan]
Reason for selecting the candidate for Outside Director and a summary of the expected role
The Company selected Mr. Kazuhiko Fushiya as candidate for Outside Director as he currently provides
appropriate advice and supervision over the Company’s business execution, based on a wealth of experienceand high-level expertise gained through his career in the Ministry of Finance and other governmentalorganizations where he held important positions, and thus is hoped to continue to fulfill the aforementioned
expected role, as the Company pursues sustainable growth and medium- to long-term enhancement of its
corporate value. Although Mr. Fushiya has no experience in participating directly in corporate management,
except by serving as Outside Director or Outside Audit & Supervisory Board Member, he is believed, forthe aforementioned reasons, to be capable of adequately fulfilling the duties of Outside Director.

9

No.

Name
(Date of Birth)8

Number of theCompany’s
Shares Held

Joined Industrial Bank of Japan, Limited
Executive Officer, Mizuho Corporate
Bank, Ltd.
April 2007
Managing Executive Officer, Mizuho
Corporate Bank, Ltd.
April 2011
Deputy President - Executive Officer,
Mizuho Trust & Banking Co., Ltd.
June 2011
Deputy President (Representative
Director) and Deputy President 1,700 shares
Executive Officer, Mizuho Trust &Motoo Nagai
Banking Co., Ltd.
(March 4, 1954)
April 2014
Commissioner, Mizuho Trust & Banking
Co., Ltd.
June 2014
Retired as Commissioner, Mizuho Trust &Banking Co., Ltd.
June 2015
Audit & Supervisory Board Member
June 2019
Director (to the present)[Outside Director, Nissan Motor Co., Ltd.]
Reason for selecting the candidate for Outside Director and a summary of the expected role
Renomination
Outside Director
Independent Director

7

Career Summary, Position and Responsibility in the Company[Significant Positions Concurrently Held]
April 1977
April 2005

The Company selected Mr. Motoo Nagai as candidate for Outside Director as he currently provides
appropriate advice and supervision over the Company’s business execution, based on his wealth ofexperience and broad-based insight gained through management of financial institutions, and thus is hoped
to continue to fulfill the aforementioned expected role, as the Company pursues sustainable growth andmedium- to long-term enhancement of its corporate value.
Renomination
April 1981
Joined NEC Corporation
Outside Director
April 2006
Senior Vice President and Executive
Independent Director
General Manager (Mobile Network
Operations Unit), NEC Corporation
April 2009
Executive Vice President, NEC Corporation
June 2009
Executive Vice President and Member ofthe Board, NEC Corporation
April 2010
President (Representative Director), NEC
Corporation
April 2016
Chairman of the Board (Representative
700 shares
Director),
NEC Corporation
Nobuhiro Endo
Chairman of the Board, NEC Corporation(November 8, 1953) June 2019
June 2022
Executive Advisor, NEC Corporation (tothe present)
Director (to the present)[Executive Advisor, NEC Corporation][Outside Director, Japan Exchange Group, Inc.][Outside Director, Sumitomo Pharma Co., Ltd.][Outside Director, Tokio Marine Holdings, Inc.][Vice Chair, KEIDANREN (Japan Business Federation)]
Reason for selecting the candidate for Outside Director and a summary of the expected role
The Company selected Mr. Nobuhiro Endo as candidate for Outside Director as he currently provides
appropriate advice and supervision over the Company’s business execution, based on his wealth ofexperience and broad-based insight as corporate executive, and thus is hoped to continue to fulfill theaforementioned expected role, as the Company pursues sustainable growth and medium- to long-term
enhancement of its corporate value.

10

No.

Name
(Date of Birth)

Joined the Company
Manager (Fukuoka Plant), Nisshin Flour
Milling Inc.
June 2019
Director and Manager (Tsurumi Plant),
Seiichiro Takahashi
Nisshin Flour Milling Inc.
(December 27, 1966) June 2023
Executive Officer and Division Executive(Technology and Engineering Division) (tothe present)
Reason for selecting the candidate for Director
New candidate

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

Number of theCompany’s
Shares Held

April 1990
February 2014

19,500 shares

The Company selected Mr. Seiichiro Takahashi as candidate for Director as he has a wealth of experienceand excellent track record in the areas including production management and technology development, andthus is considered to possess the requisite skills and qualities for the Company to pursue sustainable growthand medium- to long-term enhancement of corporate value.
New candidate
April 1989
Joined the Company
June 2017
Director and President, Thai Nisshin
Technomic Co., Ltd.
November 2020 Senior Managing Director (In charge of
16,258 shares
Sales Division), Tokatsu Foods Co., Ltd.
Shinichi Ikeda
Director and President, Tokatsu Foods Co.,
(November 21, 1965) June 2021
Ltd. (to the present)
10[Director and President (Representative Director), Tokatsu Foods
Co., Ltd.]
Reason for selecting the candidate for Director
The Company selected Mr. Shinichi Ikeda 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, 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.
Notes: 1. No actual conflict of interest exists between the Company and any of the above candidates.
2. Under the provision of Article 427, Paragraph 1 of the Companies Act, the Company has concluded liability limitationagreements with Mr. Kazuhiko Fushiya, Mr. Motoo Nagai, and Mr. Nobuhiro Endo which limit the amount of liability fordamages set forth in Article 423, Paragraph 1 thereof, to the sum of the amount set forth in each item of Article 425,
Paragraph 1 thereof, provided that their duties are performed in good faith and without gross negligence.
3. The Company has entered into a directors and officers liability insurance contract with an insurance company, as provided
in Article 430-3, Paragraph 1 of the Companies Act, insuring Directors, Audit & Supervisory Board Members, Executive
Officers, and important employees, etc. of the Company and its domestic subsidiaries, under which damages arising frominsureds’ liability borne from the performance of their duties, or from claims in pursuit of that liability, shall be compensated.
If each candidate is elected and assumes office as a Director, each Director will be included as the insured under thisinsurance contract. In addition, the Company plans to renew this insurance contract under similar conditions, at the time of
the next renewal.
4. Mr. Shinichi Ikeda is scheduled to assume office as Director and President (Representative Director), Nisshin Seifun Delica
Frontier Inc. on June 26, 2024.
5. Information on candidates for Outside Directors(1) Mr. Kazuhiko Fushiya, Mr. Motoo Nagai, and Mr. Nobuhiro Endo are candidates for Outside Directors. The Company
has selected them as Independent Directors due to their satisfying the “Independence Standards for Outside Directors,”
which are stipulated by the Company based on the criteria concerning independence set forth by the Tokyo Stock
Exchange, Inc. (and posted on the Company’s website (https://www.nisshin.com/uploads/governance_is.pdf)) with thenecessary notification provided thereto.
(2) Mr. Kazuhiko Fushiya is currently an Outside Director for the Company, whose term in office will be about nine 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. Motoo Nagai is currently an Outside Director for the Company, whose term in office will be about five years at thetime of the conclusion of this Ordinary General Meeting of Shareholders. Furthermore, he was an Outside Audit &Supervisory Board Member for the Company before his appointment as an Outside Director and so has been with theCompany for about nine years since his appointment as an Outside Audit & Supervisory Board Member.
11

(4) Mr. Nobuhiro Endo is currently an Outside Director for the Company, whose term in office will be about two years at
the time of the conclusion of this Ordinary General Meeting of Shareholders.
(5) Mr. Nobuhiro Endo is scheduled to assume office as an outside director of Kikkoman Corporation on the day of its
ordinary general meeting of shareholders to be held in June 2024.
(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 a recommendation from theJapan Fair Trade Commission on March 7, 2024 related to the transactions with subcontractors since Nissan was foundto have committed a violation of the Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors(reduction of subcontract fees). Mr. Motoo Nagai had not been aware of this matter beforehand. However, he 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 this matter, he has appropriately fulfilled his duties by providing
instructions regarding thorough investigation and prevention of reoccurrence of such misconduct.
(7) Japan Exchange Group, Inc., for which Mr. Nobuhiro Endo serves as an outside director, received a business
improvement order from the Financial Services Agency on November 30, 2020, in response to a failure that occurred on
October 1, 2020, in the stock trading system of its subsidiary, the Tokyo Stock Exchange, Inc. (hereinafter referred to as
the “TSE”), and the resulting all-day trading halt on the TSE, citing deficiencies in the settings of the automatic switching
function of the failed equipment and the TSE’s insufficient rules regarding the resumption of trading. Before theoccurrence of the fact, Mr. Nobuhiro Endo had been providing suggestions at meetings of the company’s board of
directors on how the market should be operated to ensure stability and reliability as appropriate. After the occurrence ofthe fact, he appropriately fulfilled his duties as a member of the Investigation Committee established by the company,
evaluating and making recommendations regarding the true cause of the failure, the appropriateness of pre- and postresponse measures, and measures to prevent recurrence, as well as reporting at meetings of the company’s board of
directors on the status and results of the Committee’s investigation.
(8) Tokio Marine & Nichido Fire Insurance Co., Ltd., a subsidiary of Tokio Marine Holdings, Inc., for which Mr. Nobuhiro
Endo serves as an outside director, received a business improvement order on December 26, 2023 from the Financial
Services Agency, which cited acts considered to be in conflict with the Act on Prohibition of Private Monopolization and
Maintenance of Fair Trade, inappropriate conduct in light of the intent of that act, and underlying issues in that company’s
approach. Mr. Nobuhiro Endo had not been aware of this matter beforehand. However, he has regularly provided
suggestions at meetings of the board of directors and other such meetings from the standpoint of strengthening internal
controls and compliance with laws and regulations, and after becoming aware of these issues, he has appropriately
fulfilled his duties by providing instructions regarding thorough investigation, analysis of the root cause and preventionof reoccurrence of such misconduct.

12

Proposal No. 3: Election of One (1) Director Who Is a Member of the Audit & Supervisory Committee
At the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of one (1) Director
who is a member of the Audit & Supervisory Committee, Mr. Takaharu Ando, will expire.
Therefore, we propose that one (1) Director who is a member of the Audit & Supervisory Committee be elected.
Furthermore, we have received consent from the Audit & Supervisory Committee concerning this proposal.
The candidate for Director who is a member of the Audit & Supervisory Committee is as follows.
Name
Takaharu Ando

Name
(Date of Birth)
Renomination
Outside Director
Independent Director

Renomination
Outside Director
Independent Director

Current Position andResponsibility in the Company

Attendance at meetings of theBoard of Directors (Times)

Director (Audit & Supervisory
Committee Member)

12/13 (92.3%)

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

Number of theCompany’s
Shares Held

April 1972
September 1994
August 1999

Joined National Police Agency
Chief of Gunma Prefectural Police Headquarters
Director of Public Security Bureau of Tokyo
Metropolitan Police Department
August 2004
Director General of Commissioner General’s
Secretariat of National Police Agency
August 2007
Deputy Commissioner General of National
Police Agency
0 shares
June 2009
Commissioner General of National Police
Takaharu Ando
Agency(August 31, 1949)
October 2011Retired from National Police Agency
June 2022
Director (Audit & Supervisory Committee
Member) (to the present)[Outside Director, AMUSE INC.][Outside Director, ZENSHO HOLDINGS CO., LTD.][Outside Director, TOBU RAILWAY CO., LTD.][Outside Director, Rakuten Group, Inc.]
Reason for selecting the candidate for Outside Director who is a member of the Audit & Supervisory Committee
and a summary of the expected role
The Company selected Mr. Takaharu Ando as candidate for Outside Director who is a member of the Audit &Supervisory Committee as he has been diligently performing auditing and supervising duties as an Outside
Director who is a member of the Audit & Supervisory Committee, based on his wealth of experience and broadbased insight gained through his career in the National Police Agency and other governmental organizations where
he held important positions, and thus is hoped to continue to fulfill the aforementioned expected role from an
objective standpoint. Although Mr. Ando has no experience in participating directly in corporate management,
except by serving as Outside Director, he is believed, for the aforementioned reasons, to be capable of adequately
fulfilling the duties of Outside Director who is a member of the Audit & Supervisory Committee.
Notes: 1. No actual conflict of interest exists between the Company and the above candidate.
2. Under the provision of Article 427, Paragraph 1 of the Companies Act, the Company has concluded a liability limitationagreement with Mr. Takaharu Ando which limits the amount of liability for damages set forth in Article 423, Paragraph 1
thereof, to the sum of the amount set forth in each item of Article 425, Paragraph 1 thereof, provided that his duties are
performed in good faith and without gross negligence on his part.
3. The Company has entered into a directors and officers liability insurance contract with an insurance company, as provided
in Article 430-3, Paragraph 1 of the Companies Act, insuring Directors, Audit & Supervisory Board Members, Executive
Officers, and important employees, etc. of the Company and its domestic subsidiaries, under which damages arising frominsureds’ liability borne from the performance of their duties, or from claims in pursuit of that liability, shall be compensated.
If Mr. Takaharu Ando is elected and assumes office as a Director who is a member of the Audit & Supervisory Committee,
he will be included as the insured under this insurance contract. In addition, the Company plans to renew this insurance
contract under similar conditions, at the time of the next renewal.
4. Information on a candidate for Outside Director who is a member of the Audit & Supervisory Committee(1) Mr. Takaharu Ando is a candidate for Outside Director. The Company has selected him as an Independent Director due
to his satisfying the “Independence Standards for Outside Directors” which are stipulated by the Company based on the13criteria concerning independece set forth by the Tokyo Stock Exchange, Inc. (and posted on the Company’s website(https://www.nisshin.com/uploads/governance_is.pdf)) and has provided the necessary notification thereto.
(2) Mr. Takaharu Ando 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.

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

GlobalKenji TakiharaNaoto Masujima





Name

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











Seiichiro Takahashi

















Takao Yamada











Takahiko Iwahashi











Shinichi Ikeda













Kazuhiko Fushiya










Motoo Nagai



Nobuhiro Endo

Mieko Tomita
Takaharu Ando

Hiroto Kaneko









Shoh Ohuchi
















15



Proposal No. 4: Renewal of the Resolution to Approve Gratis Allotment of Subscription Rights to Sharesfor Securing and Improving Corporate Value of the Company and the Common Interestsof 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 inline with Article 45 of its Articles of Incorporation and the “Approval of Gratis Allotment of Subscription Rights
to Shares 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 177th Ordinary General Meeting of Shareholders, held on June25, 2021 (hereinafter referred to as the “2021 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 period for which the2021 Approval Resolution is in force is stipulated as terminating at the close of the first Board of Directors Meeting
held following the conclusion of this Ordinary General Meeting of Shareholders. Thus, the Company plans torenew the 2021 Approval Resolution with some changes, and requests approval for the gratis allotment ofsubscription 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 ofIncorporation. (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.” Forfurther explanation of the Plan, please refer to the materials titled “Notice Concerning the Renewal of Proper
Countermeasures to Secure and Improve Corporate Value and Common Interests of Shareholders (Takeover
Response Policies),” which are attached at the end of this proposal.)
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 of subscription rights to shares of which theexercise is restricted for a Specified Acquirer and Related Parties (see Note 1) (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 matters pertaining to the gratis allotment of Subscription
Rights to Shares in case a Specified Acquirer (see Note 2) 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
prescribed by the Board of Directors that falls under either item [1] or [2] as follows (see *1-1):[1] An act of purchase, etc. (see *1-3) of the Company’s share certificates, etc. (Article 27-23, Paragraph 1 of
the Financial Instruments and Exchange Act), any other acquisition (see *1-4) of the Company’s sharecertificates, etc., or composition of a relationship (see *1-6) in which a third party falls under the categoryof a Joint Holder (see *1-5) that would result in the holding ratio of share certificates, etc. (see *1-2) by a
Holder (a holder as defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act,
including one who is included in the holder pursuant to Paragraph 3 of the same article) reaching or
exceeding 20% of the Company’s share certificates, etc.
[2] An act of commencing a tender offer on the Company’s share certificates, etc. (Article 27-2, Paragraph 1of the Financial Instruments and Exchange Act) that would result in the ownership ratio of share certificates,etc. (Article 27-2, Paragraph 8 of the Financial Instruments and Exchange Act) reaching or exceeding 20%of the Company’s share certificates, etc., after the purchase, etc. However, this refers to the combinedownership ratio of the Company’s share certificates, etc. of its Specially Related Party (Article 27-2,
16

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, etc. (see *1-7).
*1-1:(x) The acquisition of the Company’s share certificates, etc., through the issuance of share certificates, etc.,
or the disposition of its own share certificates, etc. (including those implemented in association with mergers,
share-exchanges, share-transfers, company splits, and partial share exchanges conducted by the Company)
is not included in the term “Specified Acquisition.” (y) If the holding ratio of the Company’s sharecertificates, etc., reaches or exceeds 20% solely due to the Company’s acquisition or cancellation of its own
share certificates, etc., or other acts prescribed by the Board of Directors, any subsequent increase in suchholding ratio of share certificates, etc., by 1% or more by means other than such acts shall be included in
the term “Specified Acquisition” as described in [1]. (z) In administering the Plan, the Company’s
confirmation or recognition of the “holding ratio of share certificates etc.,” “Holder,” “Joint Holder,”“ownership ratio of share certificates etc.,” “Specially Related Party,” “Specified Acquirer and Related
Parties,” “substantial controller,” and other necessary matters shall be made in reliance on information
reasonably available to the Company at the time such confirmation or recognition is required.

*1-2:

Calculation method prescribed by the Board of Directors based on Article 27-23, Paragraph 4 of the
Financial Instruments and Exchange Act (see *1-5 below).

*1-3:

The term “purchase, etc.” refers to a purchase, etc., as defined in Article 27-2, Paragraph 1 of the Financial
Instruments and Exchange Act, including those conducted on the financial instruments exchange market.

*1-4:

Including acts that fall under the category of holder as defined in Article 27-23, Paragraph 1 or Paragraph
3 of the Financial Instruments and Exchange Act.

*1-5:

The term “Joint Holder” refers to a joint holder as defined in Article 27-23, Paragraph 5 of the Financial
Instruments and Exchange Act, including one who shall be deemed to be a joint holder pursuant toParagraph 6 of the same article. A Specially Related Party as defined in Article 27-2, Paragraph 7 of thesame act shall be deemed to be the holder’s Joint Holder within the meaning of a “Specified Acquisition”
as described in [1] above (the same shall apply in the Plan, including the calculation of the holding ratio ofshare certificates, etc.).

*1-6:

Including relationships that fall under the category of Specially Related Party (Article 27-2, Paragraph 7 of
the Financial Instruments and Exchange Act).

*1-7:

A “Specified Acquisition” shall be deemed to have been made when the business day following the day on
which a public notice of the commencement of the tender offer is given has arrived. As a general rule, the“Ownership Ratio of Share Certificates, etc., after the purchase, etc.” shall be determined in accordancewith the description in the Tender Offer Statement of the relevant tender offer.

(Note 1) “Specified Acquirer and Related Parties” shall be the parties defined by the Board of Directors as a Specified
Large-Scale Owner (see *2-1), a Specified Tender Offeror (see *2-2), and their Joint Holder and/or their
Specially Related Party (including parties that shall be substantially the same as these).
*2-1: The term “Specified Large-Scale Owner” refers to a Holder of share certificates, etc., of the Company
whose holding ratio of share certificates, etc., has reached or exceeded 20% as a result of a Specified
Acquisition that has not obtained a Confirmation Resolution (as described in Paragraph 2 (2) below; thesame applies hereinafter).
*2-2: The term “Specified Tender Offeror” refers to a party who has conducted a Specified Acquisition as set
forth in [2] above and has not obtained a Confirmation Resolution by the time of such Specified Acquisition.
Any party that subsequently becomes a “Specified Large-Scale Owner” shall be treated as a “Specified
Large-Scale Owner.”(Note 2) The term “Specified Acquirer” refers to a Specified Large-Scale Owner and a Specified Tender Offeror(see *2-3).
*2-3: However, the Company, the Company’s subsidiaries, employee shareholding associations of the Company
or any of the Company’s subsidiaries, or any other party prescribed by the Board of Directors to beeffectively the same as the above shall not fall under the category of the “Specified Large-Scale Owner,”“Specified Tender Offeror,” or “Specified Acquirer.”17

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 votesof all members of the Corporate Value Committee.
(2) Parties intending to implement a Specified Acquisition must follow the procedures set forth in the Plan. 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 an outline of theparty intending to implement a Specified Acquisition (including group companies, substantial controllers,and other related parties), the holding status of the Company’s shares, etc., the aims of said Acquisition, theCompany’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, measures to ensure a highlevel of product safety, quality assurance, and a stable food supply, and information 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 shall be referred to as the “Proposed
Acquirer”), and seek a Confirmation Resolution. Parties intending to implement a Specified Acquisition shallmake an advance submission of an Acquisition Proposal, and seek a Confirmation Resolution, and shall not
implement a Specified Acquisition without 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 regarding a Specified Acquisition, to theCompany. As a general rule, in this case, the reply period shall be set with an upper limit of 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 that does not implement the gratis
allotment of Subscription Rights to Shares. A Confirmation Resolution of the Company’s Board of Directors
shall be made according to the Recommendation Resolution of the Corporate Value Committee as set forthin (3) below or the result of the Shareholders’ Intentions Confirmation Meeting as set forth in (5).
(3) The Board of Directors shall promptly put any Acquisition Proposal received before the Corporate Value
Committee. The Corporate Value Committee shall deliberate 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 the Specified Acquisition related 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 deliberation and discussion by the Corporate Value
Committee shall be 60 business days (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) after the Acquisition Proposal is received by the Board of Directors. Only when reasonablegrounds exist, the period for the deliberation and discussion may be extended by an upper limit of 30 businessdays. 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 thegrounds falling under [1] to [5] below (hereinafter referred to as “Grounds for Consideration”) and securesand improves the Company’s corporate value and the common interests of the shareholders.
18[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 orother related party, hereinafter the same shall apply) to the detriment of the Company, such as
temporary control of the Company’s management for transfer of the Company’s material assets;(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 mediumto long-term corporate value and the common interests of the shareholders, such as the action oftaking temporary control of the Company’s management to decrease the assets, funds, etc., that are
required for the Company’s business expansion, product development, etc., for years ahead, and theaction of causing harm to the cooperative relations with the Company’s shareholders, business
partners, customers, employees, etc.
[2] The scheme, content, etc., of the deal proposed by the Acquisition Proposal comply with relevant laws
and regulations.
[3] The scheme and content of the deal proposed by the Acquisition Proposal do not threaten to have theeffect of 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.
[5] The period for the Company to deliberate the Acquisition Proposal (reply period and the period of review
and deliberation by the Corporate Value Committee set forth in the Plan) is secured.
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 thedirectors’ duty of care. The gratis allotment of Subscription Rights to Shares cannot be made against theSpecified Acquisition for which the Confirmation Resolution is made.
(5) If the Corporate Value Committee has not reached a Recommendation Resolution and the Acquisition
Proposal falls under all of the Grounds for Consideration in [2], [4], and [5] above, the Board of Directors
may hold a General Meeting of Shareholders to confirm the intentions of the shareholders prior to executionof the gratis allotment of Subscription Rights to Shares (meaning a general shareholders meeting at which
advisory resolutions will be made, hereinafter referred to as the “Shareholders’ Intentions Confirmation
Meeting”), taking into consideration various circumstances, including the opinion of the Corporate Value
Committee, the details of the Specified Acquisition, and the time required for holding the General Meetingof Shareholders. In such case, the Board of Directors shall disclose the details such as the record date for the
exercise of voting rights, the scope of shareholders who may exercise their voting rights, and the date andtime of the Shareholders’ Intentions Confirmation Meeting, in accordance with applicable laws andregulations. A resolution of the Shareholders’ Intentions Confirmation Meeting shall be passed by a majorityof the voting rights of the shareholders present at the Shareholders’ Intentions Confirmation Meeting whoare entitled to exercise their voting rights. In the event that the Board of Directors holds a Shareholders’Intentions Confirmation Meeting and a resolution for approval of the gratis allotment of Subscription Rights
to Shares is not obtained at the Shareholders’ Intentions Confirmation Meeting, the Board of Directors shallpass a Confirmation Resolution and shall not implement the gratis allotment of Subscription Rights to Sharesin response to the Specified Acquisition for which the Confirmation Resolution has been obtained.
(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 toShares, after passing a resolution to designate a record date for the gratis allotment, an effective date for thegratis allotment, and other necessary matters in respect to the gratis allotment of Subscription Rights to Shares,
and publicizing the items of the resolution. Also, if it is revealed that the holding ratio of the Company’s
19

share certificates, etc., by the Specified Acquirer falls below 20% by a date that is to be specified elsewhereby 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 Board of Directors Meeting
held after the conclusion of the Ordinary General Meeting of Shareholders held in respect to the last businessyear to end within three years of the Approval Resolution coming into effect. (However, in the case that parties
intending to implement a Specified Acquisition or a Specified Acquirer have appeared at this time, theApproval Resolution shall remain effective as a countermeasure to said parties intending to implement aSpecified Acquisition or Specified Acquirer and Related Parties.) The Approval Resolution shall also apply
to all resolutions of the Board of Directors passed in relation to the gratis allotment of Subscription Rights toShares implemented during the above valid period.
End

20

<Reference: Published Materials of the Company Dated May 15, 2024 (some parts of the attached materials havebeen omitted)>
Notice Concerning the Renewal of Proper Countermeasures to Secure and Improve Corporate Valueand Common Interests of Shareholders (Takeover Response Policies)
Approvals were given to the Company by a majority at the 162nd Ordinary General Meeting of Shareholders,
held on 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 theCompany and the Common Interests of the Shareholders.” Accordingly, measures were introduced utilizing thegratis allotment of subscription rights to shares in respect of acquisitions, etc., of 20% or more of the Company’s
shares. Thereafter, in accordance with the approval at the 177th Ordinary General Meeting of Shareholders, heldon June 25, 2021 (hereinafter referred to as the “2021 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 to as the “Existing Plan”).
The Company hereby gives notice that, in response to the fact that the valid period for the 2021 Approval
Resolution terminates at the close of the first Board of Directors Meeting to be held after the 180th Ordinary General
Meeting of Shareholders (hereinafter referred to as the “Ordinary General Meeting of Shareholders”), scheduled
for June 26, 2024, a resolution was passed at the Company’s Board of Directors Meeting on May 15, 2024, topresent 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
with some changes from the 2021 Approval Resolution, in accordance with Article 45 of the Articles ofIncorporation from the viewpoint of securing and improving corporate value of the Company 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 of subscription rights to shares, as
employed by the Board of Directors.
The Plan aims to ensure sufficient advance disclosure of information concerning a Specified Acquisition (seeNote 1) and a reasonable period for deliberations and discussions, thereby securing and improving corporate
value of the Company and the common interests 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 theOrdinary 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 othermatters related to the Plan, at the first Board of Directors Meeting held after the Ordinary General Meeting of
Shareholders.
The main changes in the Approval Resolution Proposal are as follows:・ Rearranging and clarifying the definitions of the terms “Specified Acquisition,” “Specified Acquirer,”“Specified Acquirer and Related Parties,” etc.
・ Prescribing measures related to a Shareholders’ Intentions Confirmation Meeting.
・ Other revisions such as clarifying the details of an Acquisition Proposal and Grounds for Considerationof the Corporate Value Committee.
As of this date, the Company has not received any proposals for a Specified Acquisition.
(Note 1)
A “Specified Acquisition” refers to any act prescribed by the Board of Directors* that falls under (i) or (ii) as follows1:
1

In calculating the holding ratio of share certificates, etc., or the ownership ratio of share certificates, etc., theCompany may refer to the latest annual securities report, quarterly securities report, and report on repurchase,etc., with respect to the total number of voting rights (Article 27-2, Paragraph 8 of the Financial Instruments
and Exchange Act) and total number of issued shares (Article 27-23, Paragraph 4 of the same act), etc.
21

(i) An act of purchase, etc., of the Company’s share certificates, etc., any other acquisition of the Company’s sharecertificates, etc., or composition of a relationship in which a third party falls under the category of a Joint
Holder, that would result in the holding ratio of share certificates, etc., by a Holder of the Company’s sharecertificates, etc., reaching or exceeding 20% of the Company’s share certificates, etc.;(ii) An act of commencing a tender offer on the Company’s share certificates, etc., that would result in the ownership
ratio of share certificates, etc., reaching or exceeding 20% of the Company’s share certificates, etc., after thepurchase, etc. However, this refers to the combined ownership ratio of the Company’s share certificates, etc.
of its Specially Related Party to the Tender Offeror after the purchase, etc.
*If the Approval Resolution Proposal is adopted by the Ordinary General Meeting of Shareholders, theCompany’s Board of Directors intends to stipulate the following items [1] and [2] as “Specified Acquisitions”(hereinafter, item [1] being referred to as an “Act of Emerging Specified Large-Scale Owner” and item [2] asan “Act of Specified Tender Offer.”)[1] An act of purchase, etc.,2 of the Company’s share certificates, etc.,3 any other acquisition4 of the Company’s
share certificates, etc., or composition of a relationship5 in which a third party falls under the category of a
Joint Holder6, that would result in the holding ratio of share certificates, etc.,7 by a Holder8 of the Company’s
share certificates, etc., reaching or exceeding 20% of the Company’s share certificates, etc.
However, (x) the acquisition of the Company’s share certificates, etc., through the issuance of sharecertificates, etc., or the disposition of its own share certificates, etc. (including those implemented inassociation with mergers, share-exchanges, share-transfers, company splits, and partial share exchanges
conducted by the Company) is not included in the term “Specified Acquisition.” (y) If the holding ratio of
the Company’s share certificates, etc., reaches or exceeds 20% solely due to the Company’s acquisition orcancellation of its own share certificates, etc., or other acts prescribed by the Board of Directors (acts ofreducing the total number of issued shares or the total number of voting rights or compulsorily acquiring
the Subscription Rights to Shares (defined in Paragraph II. 1. below) conducted by the Company, or act of
exercising the Subscription Rights to Shares), any subsequent increase in such holding ratio of sharecertificates, etc., by 1% or more by means other than such acts shall be included in the “Act of Emerging
Specified Large-Scale Owner.”[2] An act of commencing a tender offer on the Company’s share certificates, etc.,9 that would result in theownership ratio of share certificates, etc.,10 reaching or exceeding 20% of the Company’s share certificates,
etc., after the purchase, etc.
The term “Specified Acquisition” shall be deemed to have been made when the business day following the
day on which a public notice of the commencement of the tender offer is given has arrived. As a general
2

3
4
5
6

7
8

9
10

Refers to a purchase, etc., as defined in Article 27-2, Paragraph 1 of the Financial Instruments and ExchangeAct, including those conducted on the financial instruments exchange market. The same shall apply hereinafterin the Plan.
Defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act. The same shall apply
hereinafter in the Plan unless otherwise provided.
Including acts that result in falling under the category of holder as defined in Article 27-23, Paragraph 1 orParagraph 3 of the Financial Instruments and Exchange Act. The same shall apply hereinafter in the Plan.
Including relationships that fall under the category of Specially Related Party (Article 27-2, Paragraph 7 of
the Financial Instruments and Exchange Act. The same shall apply hereinafter in the Plan).
Refers to a joint holder as defined in Article 27-23, Paragraph 5 of the Financial Instruments and ExchangeAct, including one who shall be deemed to be a joint holder pursuant to Paragraph 6 of the same article. A
Specially Related Party as defined in Article 27-2, Paragraph 7 of the same act shall be deemed to be theholder’s Joint Holder within the meaning of an Act of Emerging Specified Large-Scale Owner. The same shallapply in the Plan, including the calculation of the holding ratio of share certificates, etc.
Defined in Article 27-23, Paragraph 4 of the Financial Instruments and Exchange Act. The same shall apply
hereinafter in the Plan.
A holder as defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act, including
one who is included in the holder pursuant to Paragraph 3 of the same article. The same shall apply hereinafterin the Plan.
Defined in Article 27-2, Paragraph 1 of the Financial Instruments and Exchange Act.
Defined in Article 27-2, Paragraph 8 of the Financial Instruments and Exchange Act. However, this refers to
the combined ownership ratio of the Company’s share certificates, etc., of its Specially Related Party to theTender Offeror (Article 27-3, Paragraph 2 of the Financial Instruments and Exchange Act).
22

rule, the “Ownership Ratio of Share Certificates, etc., after the purchase, etc.” shall be determined inaccordance with the description in the Tender Offer Statement of the relevant tender offer.
I. Necessity of the Response Policies
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 avariety of businesses in fields such as flour milling, processed foods, healthcare foods, yeast and biotechnology,
prepared dishes 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 ahigh level of safety and quality, as well as a stable supply for their products, thus mutually improving theircorporate value and, in turn, the corporate value and the common interests of the shareholders of the entire Group.
Under this structure, the Group aims to secure and enhance its high level of production technologies and its
capacities 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 toenhance employees’ professional abilities; introduces audit and instructional systems as to quality assurance andproduction facilities on a continuous basis; builds and enhances systems for internal control and legal
compliance; and endeavors to establish and maintain trustful relations with stakeholders, including business
partners/customers and local communities.
The Group is advancing the three following Basic Policies of the “Nisshin Seifun Group Medium-Term
Management Plan 2026” (five-year medium-term management plan from the fiscal year ended March 31, 2023
through the fiscal year ending March 31, 2027) toward realizing our Group vision: “Stimulate the Group’s ability
to grow by restructuring the business portfolio,” “Enhance management by clarifying our business relationships
toward our stakeholders,” and “Integrate ESG into management strategy, implement by adapting to social trends.”
We are creating sustainable growth by tackling head-on changes in the business environment caused by social
issues and technological innovation. At the same time, 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 and the common interests of the shareholders. Furthermore, asa corporate group involved in food, we are confident that it is the responsibility of the Group as a whole, and alsoa source and a foundation of corporate value and the common interests of the shareholders, to guarantee a highlevel 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 the shareholders.
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
expected in 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 ofacquisitions that could damage corporate value or the common interests of the shareholders include acquisitions
that aim to achieve temporary control of the management in order to transfer the Company’s intellectual property,
23know-how, confidential business information, and major clients or customers, all of which are necessary for theCompany’s long-term sustainable development, to the acquirer or its group companies, acquisitions which aim
to use the Company’s assets as repayment resources or loan collateral for the acquirer after control of theCompany’s management has been gained, acquisitions that unjustly damage an important foundation of thecreation of the Company’s medium- to long-term corporate value and the common interests of the shareholders,such as reserve assets and funds to be used in the Company’s business 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 shares at high prices (so-called “greenmail”).
Other acquisitions initially restrict the number of shares purchased to, for example, 51% and do not invite theacquisition of all shares, which effectively force the sale of shares by the shareholders 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 the common interests of the shareholders, and also a contribution to the Group’s sustainablegrowth, creating medium- to long-term corporate value and the common interests of the shareholders. In
particular, wheat flour is used in various foods including breads, noodles, and confectioneries. With a market
share of 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 astable supply 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 and thecommon interests of the shareholders. Therefore, from the perspective of our social responsibility, in order tosecure and improve the Company’s corporate value and the common interests of the shareholders, it is essentialthat we operate from a stable business base in accordance with planned and continuous management policies frommedium- 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 longterm management policy, may damage the Company’s corporate value and the common interests of theshareholders. Depending on the conditions, there are other types of share acquisitions that also could damage theCompany’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 thecontent of any management policies and business plans planned by an acquirer of the Company’s shares, theimpact of the proposed acquisition on the Company’s shareholders and the management of the Group, the impact
on the numerous parties affected by the Group, and the acquirer’s philosophy regarding social responsibility,
including securing stable supplies of wheat flour and other staple foods for the people, and food safety, as wellas 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 Sharesfor 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 Appendix 1 for an outline) of subscription rights to shares, with restrictions on theexercise of such rights by Specified Acquirer and Related Parties (please refer to (Note 2)) (hereinafter referred24

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 3), meaning that Subscription Rights toShares will not be issued at the time when the Board of Directors Resolution is passed. We believe that theadvance disclosure of the details of any gratis allotment of Subscription Rights to Shares will benefit bothshareholders and investors from the point of view of predictability, and as far as possible we intend to resolve on
and disclose the contents of any gratis allotment of Subscription Rights to Shares.
(Note 2)
“Specified Acquirer and Related Parties” shall be the parties defined by the Board of Directors as a Specified
Large-Scale Owner,11 a Specified Tender Offeror12, and their Joint Holder and/or their Specially Related Party(including parties that shall be substantially the same as these)*.
*If the Approval Resolution Proposal is adopted by the Ordinary General Meeting of Shareholders, theCompany’s Board of Directors intends, in accordance with the contents of the Approval Resolution, that“Specified Acquirer and Related Parties” are stipulated as follows:(i) A Specified Large-Scale Owner(ii) A Joint Holder of the Specified Large-Scale Owner (including a Specially Related Party of the Specified
Large-Scale Owner)(iii) A Specified Tender Offeror(ⅳ) A Specially Related Party of the Specified Tender Offeror(ⅴ) Parties that the Board of Directors reasonably deems to fall under any of the following items after
consultation with the Corporate Value Committee;(a) A person who has been transferred or succeeded the Subscription Rights to Shares from any party
who falls under any of Items (i) through (iv) above, without obtaining the Company’s approval;and(b) Related Parties13 to a party who falls under any of Items (i) through (iv) and (v) (a) above.
(Note 3)
The term “Specified Acquirer” refers to a Specified Large-Scale Owner and a Specified Tender Offeror. However,
the Company, the Company’s subsidiaries, employee shareholding associations of the Company or any of theCompany’s subsidiaries, or any other party prescribed by the Board of Directors as equivalent thereto* shall not
fall under the category of the “Specified Large-Scale Owner,” “Specified Tender Offeror,” or “Specified
Acquirer.”*If the Approval Resolution Proposal is adopted by the Ordinary General Meeting of Shareholders, theCompany’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 “any other party
11

12

13

The term “Specified Large-Scale Owner” refers to a Holder of share certificates, etc., of the Company whose
holding ratio of share certificates, etc., has reached or exceeded 20% as a result of a Specified Acquisition thathas not obtained a Confirmation Resolution (as described in Paragraph Ⅱ.3. below.)
The term “Specified Tender Offeror” refers to a party who has conducted an Act of Specified Tender Offer andhas not obtained a Confirmation Resolution (as described in Paragraph Ⅱ. 3. below) by the time of such Act ofSpecified Tender Offer. Any party that subsequently becomes a “Specified Large-Scale Owner” shall be treatedas a “Specified Large-Scale Owner.”
The term “Related Parties” refers to (x) persons who substantially control said person, are controlled by said
person, are under common control therewith, or (y) persons who have entered into a special agreement with aperson falling under (i) through (iv) and (v)(a) above on transfer of the Company’s share certificates, etc.,
which will be issued in the future caused by name lending or stock loans regarding the Company’s sharecertificates, etc., or by an exercise or acquisition of the subscription rights to shares, or on any other mattersthat produces the circumvention of restrictions imposed on a Specified Acquirer under the Plan. The Company
shall not consider a person as a “Related Party” solely on the basis of the fact that he/she exercised his/hershareholder rights to participate in or supervise or correct management of the Company in sympathy with aSpecified Acquirer. In judging whether or not a partnership or a fund is a Related Party, the substantial identityof the fund manager and/or any other circumstances will be taken into consideration.
25

prescribed by the Board of Directors as equivalent thereto,” the same as per the Existing Plan in accordance withthe 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. Motoo Nagai, and Mr. Nobuhiro Endo, and a candidate for Independent Outside
Director (Audit & Supervisory Committee Member), Mr. Takaharu Ando, and Independent Outside Directors(Audit & Supervisory Committee Members), Ms. Mieko Tomita and Mr. Hiroto Kaneko, shall be appointed as
members of the Corporate Value Committee. (The appointments, excluding for Ms. Mieko Tomita and Mr.
Hiroto Kaneko, are dependent upon their selection as Directors during the Ordinary General Meeting of
Shareholders.)
3. Procedure of the Plan
The Plan aims to ensure the advanced disclosure of necessary and sufficient information to shareholders andinvestors of the Company regarding the impact of a Specified Acquisition on the Company’s corporate value andthe common interests of the shareholders, as well as a reasonable period for investigations and discussions,
thereby securing and improving the corporate value of the Company and the common interests of theshareholders. Parties intending to implement a Specified Acquisition must follow the procedures set forth in thePlan.
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 Items [1] to [5] below. If the Approval Resolution Proposal is adopted by the Ordinary
General Meeting of Shareholders, the Board of Directors intends to set forth the items in Appendix 2 as items to
be included in the proposal. 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 a Confirmation Resolution. Parties intending to implement a Specified Acquisition shall makean advance submission of an Acquisition Proposal, seek a Confirmation Resolution, and shall not implement aSpecified Acquisition without a Confirmation Resolution. Parties intending to implement a Specified Acquisition
shall submit the relevant documents under the Plan such as an Acquisition Proposal in Japanese. The Board of
Directors shall disclose the fact that it has received the Acquisition Proposal as required by laws and regulations,as well as the Regulations of the Financial Instruments Exchange.
The term “Confirmation Resolution” refers to a Board of Directors resolution that does not implement thegratis 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. In this case, the reply period shall be set with an upper limit of within 60 businessdays, starting from the day on which the provision of information was requested of the parties making a proposal
regarding a Specified Acquisition by the Board of Directors, and the 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 have started as required by laws andregulations, as well as the Regulations of the Financial Instruments Exchange. The Corporate Value Committee
shall deliberate said Acquisition Proposal and discuss whether or not to pass a resolution recommending that theBoard of Directors passes a Confirmation Resolution in regard to the Specified Acquisition related to said
Acquisition Proposal (hereinafter referred to as a “Recommendation Resolution”). The Recommendation
26

Resolution shall be passed by a majority of all members of the Corporate Value Committee, and the results ofsaid Recommendation Resolution shall be disclosed.
The period for such deliberation and 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 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.
For the following reasons*, “business days” have been used in calculating the period of investigation into theimpact of an Acquisition Proposal upon the corporate value of the Company and the common interests of theshareholders (including consideration of impacts on a high level of product safety and stable food supply) inlight of the circumstances of the Company’s business, scale and content, the circumstances of the Company’s
stakeholders, including the shareholders, and status of the legal system.
* Food is not only indispensable for sustaining human life but also essential as the basis for a healthy andfulfilling life. In the food industry both inside and outside Japan, a stable supply of food is an important issue
as worldwide inflation of food prices and costs continues, including the soaring prices of grain and energy.
Under such circumstances, the wheat flour handled by the Group is a raw material used in a wide range offood products such as bread, noodles, and confectionery, and the Group is a leading company in the domestic
wheat flour market with a 40% share, accomplishing its mission to supply wheat flour not only for home use
but also to many food manufacturers.
In order to support Japanese food culture and maintain social functions, the Group has a responsibility tostably supply safe and high-quality wheat flour, and in this respect, the Company is in a unique situation. In
addition, the Group has established a system to support the stable supply of food by expanding its overseas
operations to North America, Asia, Oceania, and Europe, and pursuing a worldwide optimized production
system for each product.
In a continually changing business environment, the Group has always taken on the challenge to be “in tune
with the changing business climate” and has taken on the mission of providing a stable supply of products
and services. The Group continues to achieve growth through change, including diversification into new
business areas and the development of products embodying new concepts. On the other hand, even though
the Group’s business environment may change and its business areas may expand, the Group will neverchange its commitment to reliability backed by safety, which will continue to be manifested in thedevelopment and maintenance of thorough quality assurance systems and our continual focus on research anddevelopment. This is a lifeline for the corporate value and the common interests of the shareholders of theGroup, which handles food products.
In the case a party intending to implement a Specified Acquisition implements a Specified Acquisition, theCompany not only examines the purpose of the Specified Acquisition and whether the management policy
envisioned by the party after the party participates in the management of the Company is compatible with theGroup’s business, but also needs to examine the impact of the management policy and business plan that the
party will assume after participating in the management of the Company from a high-level product safety andstable food supply perspectives, and whether the value that could be brought to the Group in the future will
be damaged by the change in the management policy and business plan. In this examination and consideration,
the Corporate Value Committee also needs to exchange and discuss opinions with related parties, and thenconsider and formulate an opinion based on future prospects. In addition, given the long history of the Groupand the fact that the Group’s business is not limited to flour milling but also includes a wide range ofbusinesses for processed food, healthcare foods, yeast and biotechnology, prepared dishes and other preparedfoods, engineering, and mesh cloths, and that the Group is expanding its business nationwide as well as
overseas, the Corporate Value Committee needs to evaluate, examine, negotiate, and form opinions about aparty intending to implement a Specified Acquisition and its Acquisition Proposal, taking into consideration
various factors such as the impact of a Specified Acquisition on the corporate value of the Company and the27common interests of the shareholders, relationships with shareholders, business partners, customers, and otherstakeholders, regulations under laws and regulations related to business, and employment.
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 grounds
falling under [1] to [5] below (hereinafter referred to as “Grounds for Consideration”) and secures and improves theCompany’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 orother related party, hereinafter the same shall apply) to the detriment of the Company, such as
temporary control of the Company’s management for transfer of the Company’s material assets;(c) Diversion of the Company’s assets to secure or repay debts of the Proposed Acquirer; and(d) Action unjustly causing harm to an important foundation of the creation of the Company’s mediumto long-term corporate value and the common interests of the shareholders, such as the action oftaking temporary control of the Company’s management to decrease the assets, funds, etc., that are
required for the Company’s business expansion, product development, etc., for years ahead, and theaction of causing harm to the cooperative relations with the Company’s shareholders, business
partners, customers, employees, etc.
[2] The scheme, content, etc., of the deal proposed by the Acquisition Proposal comply with relevant laws
and regulations.
[3] The scheme and content of the deal proposed by the Acquisition Proposal do not threaten to have theeffect of compelling shareholders of the Company to sell their shares.
[4] The true information necessary for deliberations on the Acquisition Proposal is provided in theappropriate timing, such as upon request of the Company.
[5] The period for the Company to deliberate the Acquisition Proposal (reply period and the period ofdeliberation and discussion by the Corporate Value Committee set forth in the Plan) is secured.
A Confirmation Resolution of the Company’s Board of Directors shall be made according to the
Recommendation Resolution of the Corporate Value Committee or the result of the Shareholders’ Intentions
Confirmation Meeting as described below. If the Corporate Value Committee issues the Recommendation
Resolution, the Board of Directors must make the Confirmation Resolution promptly, unless there are particularreasons that are obviously against the directors’ duty of care. The gratis allotment of Subscription Rights toShares cannot be made against the Specified Acquisition for which the Confirmation Resolution is made.
If the Corporate Value Committee has not reached a Recommendation Resolution and the Acquisition
Proposal falls under all of the Grounds for Consideration in [2], [4], and [5] above, the Board of Directors may
hold a General Meeting of Shareholders to confirm the intentions of the shareholders prior to execution of thegratis allotment of Subscription Rights to Shares (meaning a general shareholders meeting at which advisory
resolutions will be made, hereinafter referred to as “Shareholders’ Intentions Confirmation Meeting”), taking
into consideration various circumstances, including the opinion of the Corporate Value Committee, the detailsof the Specified Acquisition, and the time required for holding the General Meeting of Shareholders.
In such case, the Board of Directors shall disclose the details such as the record date for the exercise of voting
rights, the scope of shareholders who may exercise their voting rights, and the date and time of the Shareholders’Intentions Confirmation Meeting, in accordance with applicable laws and regulations. A resolution of the
Shareholders’ Intentions Confirmation Meeting shall be passed by a majority of the voting rights of theshareholders present at the Shareholders’ Intentions Confirmation Meeting who are entitled to exercise theirvoting rights. A Shareholders’ Intentions Confirmation Meeting may be held in conjunction with the annual
general shareholders meeting or the extraordinary general shareholders meeting. In the event that the Board of28

Directors holds a Shareholders’ Intentions Confirmation Meeting and a resolution for approval of the gratis
allotment of Subscription Rights to Shares is not obtained at the Shareholders’ Intentions Confirmation Meeting,the Board of Directors shall pass a Confirmation Resolution and shall not implement the gratis allotment of
Subscription Rights to Shares in response to the Specified Acquisition for which the Confirmation Resolution
has been obtained.
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, a Tender Offer Statement, or by any other appropriate means), or 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, 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, aneffective date for the gratis allotment, and other necessary matters in respect to the gratis allotment of 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 havearisen to this effect**) 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*, the Board of Directors may choose not to effect a gratis allotmentof 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, theCompany’s Board of Directors intends to stipulate the following cases in accordance with the contents of theApproval Resolution, to be the case “where the ratio of holdings of the Company’s share certificates, etc., by theSpecified 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 Large-Scale Owner falls below 20% has been submitted by the Specified Large-Scale
Owner (if there is more than one, all of them);[2] In the case where an Act of Specified Tender Offer was commenced, if said tender offer has been completed
or withdrawn, thereby resulting in no appearance of a party whose holding ratio of share certificates, etc.,
and the ownership ratio of share certificates, etc., is 20% or more, not later than four business 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.
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 Board of Directors Meeting
held after the ordinary General Meeting of Shareholders held in 2027. The valid period of the Plan introduced in
response to the Approval Resolution shall terminate at the end of the first Board of Directors Meeting held after
the ordinary General Meeting of Shareholders held the following year. However, in the case that a party intending
to implement a Specified Acquisition or a Specified Acquirer has appeared at the time the valid period of theApproval Resolution or the Plan is due to terminate, said Approval Resolution or the Plan shall continue to beeffective as a countermeasure to said party intending to implement a Specified Acquisition and Specified Acquirer
and Related Parties.
The confirmation or recognition to be made by the Company on necessary matters—including the holding
ratio of share certificates, etc., the Holder, the Joint Holder, the ownership ratio of share certificates, etc., the29Specially Related Party, the Specified Acquirer and Related Parties, the Related Parties, substantially hold, andsubstantially control—in operating the Plan shall be conducted by drawing on the information reasonably
available to the Company at the time 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
15, 2024. 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 theextent 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
and the common interests of the shareholders, and the following special methods are to be implemented as a wayof increasing its rationality.
(1) Respecting the intentions of the shareholders
In order to reflect the views of the shareholders, the Company has put an Approval Resolution Proposal forthe introduction and renewal of the Plan before the Ordinary General Meeting of Shareholders. The contents of
the Ordinary 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.
In addition, as described in Paragraph II. 3. above, the Company has established measures related to the
Shareholders’ Intentions Confirmation Meeting to confirm the intentions of the shareholders.
(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, therebyreflecting the views of the shareholders.
(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
the Company’s Independent Outside Directors, shall deliberate the Acquisition Proposal, under legal obligations
as the Directors of the Company, to determine if the proposal secures and improves the Company’s corporate
value and the common interests of the shareholders.
It is also required that the Board of Directors make a Confirmation Resolution, upon receipt of a
Recommendation Resolution to that effect from the Corporate Value Committee, unless there are particularreasons 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 the situation where the Corporate
Value Committee must issue a Recommendation Resolution and measures related to the Shareholders’ Intentions
Confirmation Meeting, as stated in Paragraph II. 3. above.
30

(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 otherbusiness circumstances 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 theMinistry of Justice. Moreover, the Plan is in accordance with the recommendations of the June 30, 2008 reportof the Ministry of Economy, Trade and Industry’s Corporate Value Study Group, titled “Takeover Defense
Measures in Light of Recent Environmental Changes.” Furthermore, the Plan complies with the principles ofcorporate value and the shareholders’ common interests, the principle of shareholders’ intent, and the principleof transparency set forth in “Guidelines for Corporate Takeovers: Enhancing Corporate Value and Securing
Shareholders’ Interests,” issued on August 31, 2023, by the Ministry of Economy, Trade and Industry, Fair
Acquisition Study Group.
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 andthe common 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
without obtaining 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 allshareholders, meaning that 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 sharesin the Company in respect to any Subscription Rights to Shares that satisfy the exercise conditions. Furthermore,
the Company does not plan to cancel any gratis allotment of Subscription Rights to Shares or make an acquisitionof Subscription Rights to Shares without consideration on or later than three business days prior to the record
date for a gratis allotment from the standpoint of avoiding circumstances where shareholders and/or investors,
who have purchased or sold the Company’s shares on the premise of an expected dilution of the per share valueof the Company’s shares, might suffer from unforeseen losses. Even before four business days prior to the record
date for a gratis allotment, the Board 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.
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.
31

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 theapplication 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 Sharesis 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 a shareholder’s status is not Specified Acquirer and Related Parties.
IV. Other
The approval of all attending Directors (including Directors who are members of the Audit & Supervisory
Committee) was obtained at the Company’s Board of Directors Meeting held on May 15, 2024 to place theApproval Resolution Proposal of the Plan before the Ordinary General Meeting of Shareholders.
End

32

Appendix 1
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
determined elsewhere 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 or after the day 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 a holiday 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 substantially 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 thesaid third party), an indemnification clause and other matters specified by the Company; materials thatsatisfy the conditions required by the Company within a reasonable scope; and the documents required by
the relevant laws and regulations are submitted to the Company.
(3) When the execution of prescribed procedures or the satisfaction of prescribed conditions are required
under applicable 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 proceduresor conditions to have been implemented or satisfied in full. Even in cases where the implementation orsatisfaction of certain procedures or conditions by the Company would allow said party to exercise theSubscription Rights to Shares, the Company shall bear no responsibility for said implementation orsatisfaction.
(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
to exercise 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
to Shares, 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 the33

application, the 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 thevalue 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 officefor handling payments in accordance with 6. (1) above. The exercise of the Subscription Rights to Sharesshall become effective when the application to exercise the Subscription Rights to Shares becomes
effective, and an 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 (oran 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 day
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 held by 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 to Shares.
(2) On a day to be determined elsewhere by the Board of Directors, which shall be on or later than the day
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 unexercisedin exchange for subscription 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 Boardof Directors) of a number 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
to the similar procedure set forth in 5. (2) above.
9. Increase in stated capital and legal capital surplus
Matters regarding the stated capital 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 fractional amounts 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.
34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
share of the Company’s common stock held (excluding common stock held by the Company). The total numberof Subscription Rights to Shares to be allotted shall be equal to the final total number of issued shares of theCompany on the record date for a gratis allotment (excluding the number of common stock held by the Company).
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.
End

35

Appendix 2
Items to be included in an Acquisition Proposal
1. Outline of Purchaser Group14(1) Name or company name, and address, or location(2) Career or corporate history(3) Amount of stated capital or funds and other capital structure and total number of issued shares(4) Title and name of the representative and officers (in the case of a partnership or other fund, partners and othermembers equivalent to officers), their professional experience, and the number of shares held by them(5) Purpose and business of the company, etc.
(6) Financial position and operating results for the most recent two fiscal years and other financial information(7) Contact information in Japan(8) Governing law of incorporation(9) Overview of major shareholders or major investors (top 10 in terms of ownership of shares or investment ratio)(10) If there is a substantial controller of Purchasers, a summary of the substantial controller(11) Information on the relationship with antisocial forces and terrorism-related organizations, and the policy on
dealing with such forces and organizations(12) Whether there have been any violations of laws and regulations or any guidance from supervisory authorities
regarding compliance with laws and regulations within the past 10 years (and if so, a summary of such
violation)(13) Information on the applicability of being a “foreign investor” as defined in Article 26, Paragraph 1 of theForeign Exchange and Foreign Trade Act (hereinafter referred to as the “Foreign Exchange Act”) and its basis(14) Details of the investment and financing activities within the past 10 years, including the name of the investee,
the percentage of investment to the investee, and details of the investment policy(15) Specific details of internal control systems (including group internal control systems), the effectiveness of such
systems, and their status(16) Overview of relationships between the Purchasers and the Joint Holder, etc. (including capital relationship,business relationship, concurrent appointment of officers and employees and other personal relationship,
contractual relationship, and the history of such relationship)
2. Information on shares, etc.
(1) Number of shares, etc., of the Company currently held by each entity in the Purchaser Group and the holding
ratio of share certificates, etc. (if there is a holder who falls under the category of Specially Related Party, theportion held by such holder shall be included)(2) Trading status of the Company’s shares, etc., during the 60 days prior to the submission of the Acquisition
Proposal(3) If there are any loan agreements, collateral agreements, buy-back agreements, options, or other significant
contracts or arrangements related to the Company’s share certificates, etc., already held by the Purchaser Group,
specific details of such agreements including the type of agreement, counterparty to the agreement, and thequantity of share certificates, etc., subject to the agreement.
3. A covenant to comply with the procedures set forth in the Plan to implement a Specified Acquisition
4. Overview of the Specified Acquisition intended by the Purchaser(1) Type and number of the Company’s share certificates, etc., to be acquired through the Specified Acquisition(2) Identification of the party who will conduct the Specified Acquisition and the party whose holding ratio of sharecertificates, etc., or ownership ratio of share certificates, etc., reaches or exceeds 20% (if there is more than one
party, all of them shall be identified)(3) Basis for calculating the consideration for the Specified Acquisition (including underlying facts and conditions
for the calculation, the amount of expected synergies, and the basis for such calculation)(4) Matters relating to the funding support for the Specified Acquisition (including the funding method, the structureof related transactions, the name and capital structure of the fund providers (including substantial providers))(5) Legality of the method of the Specified Acquisition(6) Feasibility of the Specified Acquisition(7) If the method of the Specified Acquisition is not a purchase, etc., the details of such methods
14

Including group companies, Joint Holder, Specially Related Party, substantial controllers, and Related Parties(hereinafter collectively referred to as “Joint Holder, etc.”) of Purchasers (the term “Purchasers” refers to theParties intending to implement a Specified Acquisition, the same shall apply hereinafter in the Plan)36

(8) Purpose of the Specified Acquisition (if there is any purpose such as acquisition of control or participation in
management, net investment or investment for specific policy purpose, transfer of the Company’s shares, etc.,
to a third party after the Specified Acquisition or any other purpose such as an act of making a material proposal(Article 27-26, Paragraph 1 of the Financial Instruments and Exchange Act), a statement to that effect and details
thereof)
5. Intended management policy and business plans of the Company and the Group after the Specified Acquisition(such as financial plan, investment plan, capital policy, dividend policy, use of assets)
6. Measures intended to secure and improve the medium- to long-term corporate value and the common interests ofshareholders of the Company and the Group after the Specified Acquisition, and the basis on which suchmeasures will secure and improve the medium- to long-term corporate value and the common interests ofshareholders of the Company and the Group7. Whether there exists any communication of intention with a third party in connection with the Specified
Acquisition (if there exists such communication, the purpose, specific content thereof as well as an outline ofsuch third party involved), and if there are plans for the Purchaser involved in the Specified Acquisition to enter
into collateral agreements or other agreements with third party regarding the Company’s share certificates, etc.
acquired or planned to be acquired, the specific details of such agreements, including the type of agreement, thecounterparty to the agreement, and the quantity of the Company’s share certificates, etc., subject to the agreement
8. Policies for dealing with the Group’s employees, business partners, customers, local communities, and otherstakeholders of the Group
9. Regulatory matters under Japanese and foreign laws and regulations that may be applicable to the Specified
Acquisition, and the probability of obtaining approvals or permits, etc., under the Act on Prohibition of Private
Monopolization and Maintenance of Fair Trade, the Foreign Exchange Act, or other laws and regulations to beobtained from Japanese or foreign governments or third parties
10. Specific measures to avoid conflicts of interest with other shareholders of the Company
11. Specific measures to ensure a high level of safety and quality of products and a stable supply of food
12. Any other information reasonably requested by the Company that is relevant to the Grounds for Consideration
End

37

Business Report(From April 1, 2023 to March 31, 2024)

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, 2024, the Japanese economy continued to mount a gradual recovery.
This reflected the resumption of economic activity largely atop an increase in foot traffic and a recovery in demandfor inbound travel to Japan since the reclassification of COVID-19 to Class 5 infectious diseases in May 2023.
Meanwhile, bright spots are gradually returning to the business environment surrounding the Nisshin Seifun
Group as prices for wheat and other grains, which had risen sharply primarily due to the situation in Ukraine,
once again subsided.
Under these conditions, the Group strives to fulfill its corporate mission of ensuring a stable supply of foods
involving wheat flour and the delivery of safe and reliable products in each business area. At the same time, in apush to achieve goals set out in the “Nisshin Seifun Group Medium-Term Management Plan 2026,” the Groupgave highest priority in the fiscal year ended March 31, 2024 to efforts to stimulate its ability to grow by
restructuring the business portfolio, respond to food inflation, mount a recovery in the Australia flour millingbusiness, pursue environmental policies and implement its digital strategy.
As part of these efforts, in May 2023, we began construction at the Mizushima Plant of flour milling subsidiary
Nisshin Flour Milling Inc. ahead of an operational start around May 2025 in a push to stimulate the Group’s
ability to grow by restructuring the business portfolio. This move will be accompanied by the scheduled closureof the Okayama and Sakaide plants. Meanwhile, at U.S.-based subsidiary Miller Milling Company, LLC, alongwith completion in November 2023 of expansion of its Los Angeles Plant, similar expansion work began at the
Saginaw Plant, with an operational start set for early 2025. The Group will continue to aggressively invest for
future growth going forward.
Elsewhere, in October 2023, we established the “Sustainability Committee” to promote initiatives foraddressing the Group’s sustainability priorities (materiality) and further enhance structures for reflecting
environmental (E), social (S) and governance (G) measures in business strategy. In environmental policies, aheadof efforts to reduce CO2 emissions at the Group’s own sites in the fiscal year ending March 31, 2031 by 50%(versus the fiscal year ended March 31, 2014), Nisshin Flour Milling Inc. entered an Offsite Corporate Power
Purchase Agreement (PPA) that saw all power consumed at the Tsurumi Plant, one of Japan’s largest flour milling
plant by scale, effectively switched over to renewable energy from November 2023. This move will lead to a
reduction in CO2 of roughly 27,000 tons annually.
With respect to performance, consolidated net sales for the fiscal year ended March 31, 2024, increased 7.5%
year on year to ¥858,248 million. Factors driving growth included enactment of price revisions for wheat flour inthe flour milling business, beneficial effects from the new consolidation of Kumamoto Flour Milling Co., Ltd.,and the enactment of product price revisions in the processed food and prepared dishes and other prepared foods
businesses. On the profit side, operating profit increased 45.6% year on year to ¥47,791 million, ordinary profit
rose 51.3% to ¥49,992 million and profit attributable to owners of parent came to ¥31,743 million, compared toa loss of ¥10,381 million a year earlier. Together with the enactment of price revisions in each business area that
also compensated for delays in shifting higher costs to prices in the previous term, profits rose atop firm sales
prices for bran, a byproduct from the flour milling business in Japan, and beneficial effects from the newconsolidation of Kumamoto Flour Milling Co., Ltd. in the flour milling business in Japan, a decrease in theamortization of goodwill accompanying an impairment loss reported in the previous year for the Australia flour
milling business, and both a performance recovery in the processed food business and robust performance fromthe prepared dishes and other prepared foods business.
With respect to dividends, in line with a basic policy that sets a consolidated payout ratio of 40% or higher asstandard, the Company plans to pay a full-year dividend of ¥45 per share, ¥5 higher than the previous year.
[2] Review of Operations of the GroupIn the domestic market, the Group strove to strengthen sales promotion activities and enhance productivity inall of its business fields, as well as continuously implementing cost reductions and ensuring appropriate profits
commensurate with purchasing costs. The Group aggressively implemented measures to strengthen its
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.
38

Flour Milling Segment
Percentage of net sales: 53.4%
Net sales: ¥458,226 million
In the flour milling business in Japan, shipments were higher year on year, mainly reflecting increased foottraffic and a recovery in demand for inbound travel to Japan.
In June 2023 and again in January 2024, we implemented price revisions for commercial wheat flour in
response to revised government prices for five classes of imported wheat enacted in April and October 2023. On
average, the government’s price for imported wheat rose 5.8% in April, but was lowered 11.1% in October 2023.
In the overseas flour milling business, net sales were higher year on year mainly due to product price revisions
in Australia and foreign currency translation effects from a U.S.-based subsidiary.
As a result, net sales of the Flour Milling Segment increased 9.2% year on year to ¥458,226 million, driven by
price revisions for commercial wheat flour in Japan and beneficial effects from the new consolidation of
Kumamoto Flour Milling Co., Ltd. in January 2023. Operating profit climbed 62.2% to ¥28,570 million, reflecting
benefits mainly from firm sales prices for bran, a byproduct from the flour milling business in Japan, beneficial
effects from the new consolidation of Kumamoto Flour Milling Co., Ltd. and a decrease in amortization of
goodwill from the reporting of an impairment loss for the flour milling business in Australia in the previous year.
Processed Food Segment
Percentage of net sales: 23.4%
Net sales: ¥201,073 million
In the processed food business, net sales were higher year on year, reflecting implementation of product pricerevisions in response to rising costs for raw materials in Japan.
In the yeast and biotechnology business, net sales were up year on year, mainly reflecting price revisions foryeast enacted in Japan in response to soaring raw material prices and energy costs, coupled with increased sales
volume from the yeast business in India.
In the healthcare foods business, net sales were higher year on year, lifted mainly by growth in shipments of
raw materials for pharmaceuticals. October 2023 also saw the new launch of a personal nutrition business (service
name: YOURFIT) providing supplements personalized to fit the lifestyle and health status of individual
customers.
As a result, net sales of the Processed Food Segment increased 7.0% year on year to ¥201,073 million.
Operating profit rose 38.4% to ¥8,356 million, lifted by a recovery in performance.
Prepared Dishes and Other Prepared Foods Segment
Percentage of net sales: 17.9%
Net sales: ¥153,573 million
In the prepared dishes and other prepared foods business, net sales rose 4.1% year on year to ¥153,573 million,
atop firm sales mainly from increased foot traffic and a recovery in demand for inbound travel to Japan, coupledprimarily with product price revisions enacted in response to soaring raw material prices. Operating profit
increased 64.3% to ¥5,396 million, largely atop product price revisions and improved productivity.
Others Segment
Percentage of net sales: 5.3%
Net sales: ¥45,375 million
In the engineering business, net sales were lower year on year.
In the mesh cloths business, net sales rose year on year mainly atop increased shipments of screen printing
materials for solar panels.
As a result, net sales of the Others Segment increased 4.5% year on year to ¥45,375 million, with operating
profit down 5.9% to ¥5,409 million. The decline in profit came mainly from a decrease in large-scale projects inthe engineering business.

39

(2) Issues to be Addressed[1] Basic Management Policy
Since our establishment in 1900, the Group has contributed to society through business activities and continued
to grow as an integral part of the food industry under the corporate principle of “contributing to a healthy andfruitful life for all” which is founded on the guiding philosophies of “the basis of business is built on trust” andto be “in tune with the changing business climate.” Each of our Group companies endeavors to always develop
and provide health-conscious products and services, and is committed to earning customer trust under the
corporate slogan of “delivering good health and reliability.”
In light of these basic philosophies, the Group makes it a basic management policy to maximize its long-term
corporate value, and carries out group management by strategically allocating resources concentrated on our coreand growing business.
Furthermore, we will contribute to the realization of a sustainable society while aiming to develop as a corporategroup blessed with ongoing active support from each of our various stakeholders including shareholders,customers, business partners, employees, and society. We will achieve this by pursuing sustainability management
in a manner that develops a strong link between our business strategies and actions for the environment (E) andsociety (S) while enhancing governance (G), which serves as a discipline to improve corporate value.
[2] Medium- to Long-term Management Strategies and Target Indicators
The Group is working toward achieving its five-year medium-term management plan, “Nisshin Seifun Group
Medium-Term Management Plan 2026” (from the fiscal year ended March 31, 2023 through the fiscal year ending
March 31, 2027). The three basic policies of this management plan are: “Stimulate the Group’s ability to grow by
restructuring the business portfolio,” “Enhance management by clarifying our business’ relationships toward our
stakeholders,” and “Integrate ESG into management strategy, implement by adapting to social trends.” For the
fiscal year ending March 31, 2027, the final year of the plan, we aim to achieve net sales of ¥900,000 million,
operating profit of ¥48,000 million, and earnings per share (EPS) of ¥110 as numerical targets. We will consider
whether or not to revise these numerical targets based on factors such as the progress of our business performancein the next fiscal year, announcing the results of our consideration at the time of our second quarter financial
results in the fiscal year ending March 31, 2025. We will aim to maintain ongoing EPS growth, thereby providing
shareholders with appropriate total shareholder returns (TSR).
 Overview of the “Nisshin Seifun Group Medium-Term Management Plan 2026” (the fiscal year ended March
31, 2023 to the fiscal year ending March 31, 2027)<Basic Policy>
1. Stimulate the Group’s Ability to Grow by Restructuring the Business Portfolio
The Group will further restructure its business portfolio in business areas where it can leverage its strengths,
such as the advanced technical capabilities and productivity developed through our over 120-year history andsolid sales foundation, which is backed by the trust of its customers. We will enhance the Group’s
competitiveness as a whole and in each business based on the four strategies (strategy to enhance businesscompetitiveness, R&D strategy, new business development and M&A strategy, and digital strategy).
2. Enhance Management by Clarifying our Business’ Relationships toward our Stakeholders
We will recognize that the primary purpose of the Group’s corporate existence is the stable supply of food,including flour and flour-related products, as a staple food, and aim to be a company that respects all
stakeholders and is trusted around the world.
3. Integrate ESG into Management Strategy, Implement by Adapting to Social Trends
We will seek to maximize corporate value and proactively work on ESG issues by adapting to social trends.
This is a responsibility of the top management of the Company as a holding company and each of its businesses.
Particularly, we will position E (environment) as the most important management priority in relation to global
sustainability.
<Environmental Policies>
The Group has set a long-term target of achieving net zero toward carbon neutrality at facilities owned by theGroup by the year 2050. As a milestone towards achieving that goal, we have set as a target the reduction of CO₂
emissions from facilities owned by the Group by 50% by the fiscal year ending March 31, 2031 (compared withthe level of the fiscal year ended March 31, 2014). To achieve this target, we must go beyond past efforts toactively reduce CO₂ emissions. Based on our roadmap, we will install energy-saving equipment and renewableenergy equipment to the maximum extent possible, and we will consider procuring energy through investment
and funding in off-site (non-Group) facilities. In addition, we have set medium- to long-term targets for reducing
food waste, packaging waste, and water consumption, which will contribute to establishing a recycling-oriented40society. We will advance measures as planned toward achieving these targets.
<Capital Policy>
We will control our capital structure appropriately while maintaining a balance between capital efficiency
improvement and financial stability, taking into deep consideration our social responsibility to provide a stablesupply of staple foods including wheat flour. Regarding the operating cash flow and the cash generating from thesale of cross-shareholding stocks during the five years of the medium-term management plan, we willappropriately allocate these funds to future-oriented growth investment, sustainable investment, ordinary
investment in maintenance and updating, etc., and shareholder returns, etc.
[3] Management Environment and Issues to be Addressed
In the food industries in Japan and overseas, although food and cost inflation is easing, personnel and logistics
costs are expected to continue to rise. Given the uncertain outlook in financial and currency markets, theinflationary environment is expected to continue. From a medium- and long-term perspective, the businessenvironment is forecast to change significantly due to global warming, which is closely tied to global sustainability,and heightened awareness of social issues such as human rights, along with rapid advances in technologicalinnovations of digital technologies, food technology, etc.
Under these circumstances, the Group will fulfill its social mission to secure the stable supply of foods involving
wheat flour in order to contribute to society through business activities and continue to grow as an integral partof the food industry. In the fiscal year ending March 31, 2025, we will place top priorities on the stimulation of
the Group’s ability to grow by restructuring the business portfolio, promoting measures to recover earnings in theAustralia flour milling business and India yeast business, realizing tangible results in our R&D strategy, anddemonstrating the effects of automation and labor-saving measures.
<Top Priorities for the fiscal year ending March 31, 2025>
1. Stimulate the Group’s Ability to Grow by Restructuring the Business Portfolio
The Group will continue to work on the key topics of our strategies to enhance business competitiveness:“Continuation and expansion of the domestic flour milling, processed food, and yeast businesses as corebusinesses,” “Expanding profits in our prepared dishes and other prepared foods business and overseas business,
which are our growing businesses,” and “Growing our healthcare and biotechnology business, engineeringbusiness, mesh cloths business, and new business.”
In our core businesses, we will invest as necessary to achieve profit growth. In the domestic processed foodbusiness, we will rebuild our product development system and focus on expanding sales in markets with growthpotential. In our growth businesses, we will accelerate our investment in markets with growth potential andrestructure our business portfolio.
2. Promote Measures to Recover Earnings in the Australia Flour Milling Business and India Yeast BusinessIn the Australia flour milling business, sluggish demand in the inflationary environment is one cause for concern.
However, we will work to ensure profits by implementing four measures (continual cost reductions, sales growthin core products that leverage our strengths, selection of profitable markets, and branding), and make efforts
toward our target of increasing earnings by 42 million Australian dollars (*) in the fiscal year ending March 31,
2027 compared with the levels of the fiscal year ended March 31, 2022, as set out in the medium-term
management plan. In the India yeast business, there are concerns about rising costs for raw materials. However,by expanding our sales share in the fiscal year ending March 31, 2025 and improving plant utilization rates while
appropriately revising our prices, we aim to enable this business to contribute to the Group’s earnings during thetarget medium-term management plan period.
(*) Roughly ¥4,000 million (1 Australian dollar = ¥95). This does not include reductions in the amortization
burden for non-current assets, including goodwill, in conjunction with recording of impairment losses in thesecond quarter of the fiscal year ended March 31, 2023.
3. Realize Tangible Results in Our R&D Strategy
The Group has positioned its R&D strategy as a key initiative for stimulating the Group’s ability to grow by
restructuring the business portfolio. The Company and its operating companies have been collaborating to refine
our R&D capabilities. In the fiscal year ending March 31, 2025, we will work to secure our competitive advantage
in Japan and overseas by moving ahead with preparations for the practical application of research results and, inareas such as the flour milling business and processed food business, by working to create new products that meetmarket needs.
4. Demonstrate the Effects of Automation and Labor-saving Measures
The Group has been using digital technology and robot technology to enable automation and labor saving.
During the fiscal year ending March 31, 2025, in each business we will merge the technical capabilities that theGroup has built up over many years with cutting-edge technologies, and use them to further accelerate our efforts
toward automation and labor saving.
41

[4] Sustainability Approach and Measures
The Group has put its “Nisshin Seifun Group Corporate Code of Conduct and Employee Action Guidelines”
and “Nisshin Seifun Group Sustainability Principles” into practice to contribute to the realization of a sustainable
society and retain its status as a corporate entity that plays an essential role in society. It has also sought to put its
corporate principle, “contributing to a healthy and fruitful life for all,” into practice by creating social value
through its business.
To continue to develop sustainably as a Group, we must promote sustainability management predicated oncontributing to the environment and our society. From the perspectives of risks and opportunities, we identified
five “sustainability priorities (materiality),” the social issues that should be primarily prioritized. The Group has
positioned them as one of its top management priorities, and is implementing sustainability initiatives on a Groupwide basis.
In addition, in order to address the increasingly important issue of business and human rights, the Group is
promoting human rights due diligence based on the “Nisshin Seifun Group Human Rights Policy.” We areworking to identify issues in each of our businesses, consider and implement necessary countermeasures.
During the fiscal year ended March 31, 2024, we reviewed our action structure to strengthen the Group’s
sustainability efforts. We established the “Sustainability Committee,” which is chaired by the President andwhose members include the presidents of Group companies. The Sustainability Committee oversees andfacilitates the activities of the Environment Committee, the Human Rights Promotion Committee, and the Work
Style Reform Committee, which are subordinate organizations.
We will continue to strive to contribute to society through our business and to increase our corporate value.

42Sustainability Priorities (materiality)
1. Provide Safe and Healthy Food and Responsible Consumer Communication
In order to ensure the delivery of safe and reliable products to customers, we have established a quality
assurance system that places the highest priority on quality assurance from the consumer’s perspective, and weare working to continuously improve and strengthen our product safety system by obtaining and maintaining
international management system certification. We also actively collect relevant consumer administrative
information, as well as consumer opinions and needs to enhance our response. Furthermore, we are sharing
information with all related departments, from R&D to production and sales, and using it to create products witha customer-centric focus. We leverage the flour and flour processing technology knowledge accrued through theyears to develop products made with high-fiber wheat flour “Amuleia” and healthy flour-related ingredients (suchas whole-wheat flour, and flour bran). We provide a broad range of products and services that are delicious andcontribute to people’s health. By doing so, we aim to supply safe and healthy food.
2. Enable Secure and Sustainable Raw Material Procurement
Throughout the supply chain in each of our businesses, we are striving to ensure the stable and sustainableprocurement of safe raw materials while taking environmental issues and human rights into consideration.
To accomplish this, based on our “Responsible Procurement Policy” and “Supplier Guidelines,” we will workwith our business partners to promote responsible procurement based on fair and ethical transactions. We areworking to understand the origin of raw materials at home and abroad, striving to ensure food security throughstable procurement of wheat and other raw materials.
3. Efficiently Handle Food and Packaging Waste
The Group is working to effectively use resources in order to establish a recycling-oriented society, and taking
steps to reduce food waste throughout our supply chain and the amount of packaging materials used for our
products.
Regarding food waste, we have set as targets for the fiscal year ending March 31, 2031, for Group companies
in Japan the reduction of food waste, from ingredient procurement to customer delivery, by 50% or morecompared with the level of the fiscal year ended March 31, 2017 (compared with the fiscal year ended March 31,
2020 for Tokatsu Foods Co., Ltd., Joyous Foods Co., Ltd., and Initio Foods Inc.). To this end, we are working to
reduce the occurrence at the production stage through measures such as improving production efficiency, and torecycle by feed conversion and fertilizer conversion.
Regarding packaging waste, we also have set as targets for Group companies in Japan the reduction of the usageof fossil fuel-derived plastics in packaging by 25% or more compared with the fiscal year ended March 31, 2020.
To this end, we are promoting environmentally conscious product manufacturing, including using thinner
packaging plastics and converting to paper, as well as using other technologies such as biomass materials andinks.
4. Address Climate Change and Water Resource Issues
In response to the impact of climate change, we are working toward achieving net zero CO₂ emissions fromfacilities owned by the Group by 2050 and a 50% reduction of CO₂ emissions by the fiscal year ending March 31,
2031, compared with the level of the fiscal year ended March 31, 2014. To achieve these targets, we are taking
active steps such as implementing energy-saving operations, improving production efficiency, and increasing ouruse of renewable energy. As part of these efforts, during the fiscal year ended March 31, 2024, Nisshin Flour
Milling Inc. entered an Offsite Corporate Power Purchase Agreement (PPA) that saw all power consumed at the
Tsurumi Plant, one of Japan’s largest flour milling plant by scale, effectively switched over to renewable energy.
To ensure that large-scale capital investments are carried out based on a long-term perspective, we have
prepared a CO₂ reduction roadmap. We examine the timing and scale of investments across the Group and checktheir effectiveness as we pursue initiatives within our business strategy. In addition, we have introduced an internalcarbon pricing (ICP) system, and reflect this into investment decisions to further promote investment in the
introduction of energy-saving equipment, etc. Furthermore, we are working to reduce CO₂ emissions in the supply
chain. For example, we are developing products that help reduce energy consumption at the stage of cooking foodat home.
To promote the reduction of CO2 emissions, we have decided that evaluations according to the status ofachieving the target of the CO₂ reduction roadmap will be reflected in bonuses of Inside Directors (excluding
Directors who are members of the Audit & Supervisory Committee).
To address water resource issues, the Group is aiming to effectively use limited water resources through eachstage of the supply chain, along with our business partners. We have set a target for the fiscal year ending March
31, 2041 of reducing the amount of water used in plants per unit of production by 30% compared with the levelof the fiscal year ended March 31, 2022. To achieve this, we are moving ahead with efforts at each Group plant
to reduce water usage and promote water reuse.
[Information disclosure based on the recommendations of the Task Force on Climate-related Financial Disclosures43

(TCFD)]In 2021, the Group endorsed the recommendations of the TCFD and participated in the TCFD Consortium. We
have performed scenario analyses of the impact of climate change on the Group based on the TCFD Framework.
In the fiscal year ended March 31, 2024, we evaluated the financial impact on our major domestic businesses,
continuing to strengthen our analysis and enhance the content.
5. Provide Working Environments that are Healthy and Fulfilling
We aim to develop human resources who will lead new challenges and transformations in order to enhance ourability to execute our management strategies. To accomplish this, we conduct various human resources
development initiatives. These include the “Business Manager Development Program,” for developing
management personnel who will be responsible for steering the next generation; and “Global Business Skill
Training,” for developing human resources who can help grow profits in our overseas operation, which we havepositioned as a growth driver.
Furthermore, we strive to create a healthy, lively, and safe workplace by strengthening measures to prevent
occupational accidents among our employees through extraction of problems from annual disaster analysis andimplementation of countermeasures, and promoting health management through a system headed by the President,
resulting in being certified again as a Certified Health & Productivity Management Outstanding Organization(White 500) for the fiscal year ended March 31, 2024.
In addition, to ensure in these changing times that we conduct businesses that respect diversity, we arepromoting diversity and inclusion including women’s empowerment, revising our system to enable flexible work
styles, and carrying out various initiatives such as lectures and training to build a corporate culture in which all
people respect each other.
The Group will steadily tackle the above challenges and ensure the further development of the Group. Our
shareholders’ continued support is greatly appreciated.
(3) Consolidated Business Results and Summary of Assets of the Group(Millions of yen unless otherwise noted)
180th
Fiscal Term
177th
178th
179th
FY2024
Fiscal Years ended March 31
FY2021
FY2022
FY2023(Current)
Net sales
679,495
679,736
798,681858,248
Ordinary profit
29,88632,62633,051
49,992
Profit (loss) attributable to19,011
17,509(10,381)
31,743owners of parent
Earnings (loss) per share (¥)
63.95
58.88
(34.91)106.74
Total assets
687,415723,073
713,874
826,702
Net assets
444,774
460,643438,499
516,381Note: The “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) andrelevant implementation guidance have been applied from the beginning of the 178th fiscal term.
(4) Capital Expenditures of the GroupThe capital expenditures for the fiscal year ended March 31, 2024 increased ¥10,534 million from the previous
fiscal year to ¥29,191 million, based on actual expenditures.
The principal capital expenditures were made in the expansion work of the new production line at the Saginaw
Plant of Miller Milling Company, LLC and the construction of the Mizushima Plant of Nisshin Flour Milling Inc.
(5) Financing of the GroupThe Group did not raise major additional funds in terms of capital increases or bond issues during the fiscal year
ended March 31, 2024.

44

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

Share of
Voting Rights
%
100.0
85.0

Miller Milling Company, LLC
Allied Pinnacle Pty Ltd.

86
9,689

100.0
100.0

Nisshin Seifun Welna Inc.

5,006

100.0

Nisshin Seifun Premix Inc.

400

100.0

MaMa-Macaroni Co., Ltd.

350

69.9

Oriental Yeast Co., Ltd.

2,617

100.0

Nisshin Pharma Inc.

2,689

100.0

Nisshin Seifun Delica Frontier Inc.

100

100.0

Tokatsu Foods Co., Ltd.

100

100.0

Joyous Foods Co., Ltd.

50

85.1

Initio Foods Inc.

487

100.0

Nisshin Engineering Inc.

107

100.0

1,992

100.0

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

NBC Meshtec Inc.

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

45

(7) Principal Businesses of the Group (As of March 31, 2024)
The following is a description of the businesses and their principal products, etc., of the Group. The Company,as the holding company, controls and manages the Group companies operating these businesses.
Business Segment
Principal Products, etc.
Flour Milling Segment
wheat flour, bran, and wheat flour-related products
Processed Food Segment
prepared mix products, wheat flour for household use, pasta, pasta sauce, frozen
foods, food ingredients for bread, etc., biochemical products, drug discovery
research support business, and healthcare foods
Prepared Dishes and Other
cooked foods such as bento lunch boxes, other prepared foods, and prepared
Prepared Foods Segment
noodles
Others Segment
design, supervision and contracted construction of facilities; mesh cloths(8) Principal Offices of the Group (As of March 31, 2024)[1] The Company
The Company Head Office (Chiyoda-ku, Tokyo)
Institutes and Laboratories (Fujimino)
Research Center for Production and Technology
Research Center for Basic Science Research and Development
QE Center[2] Flour Milling Segment
Nisshin Flour Milling Inc. Head Office (Chiyoda-ku, Tokyo)
Cereal Science Research Center of Tsukuba (Tsukuba)
Sapporo Sales Department (Sapporo), Sendai Sales Department (Sendai)
Kanto Sales Department (Chuo-ku, Tokyo), Tokyo Sales Department (Chuo-ku, Tokyo)
Nagoya Sales Department (Nagoya), Osaka Sales Department (Osaka)
Chushikoku Sales Department (Okayama), Fukuoka Sales Department (Fukuoka)
Hakodate Plant (Hakodate), Chiba Plant (Chiba), Tsurumi Plant (Kawasaki)
Nagoya Plant (Nagoya), Chita Plant (Chita), Higashinada Plant (Kobe)
Okayama Plant (Okayama), Sakaide Plant (Sakaide), Fukuoka Plant (Fukuoka)
Kumamoto Flour Milling Co., Ltd. Head Office (Kumamoto)
Fukuoka Plant (Fukuoka), Kumamoto Plant (Kumamoto), Koshi Rice Flour Plant (Koshi)
Miller Milling Company, LLC Head Office (Minnesota, U.S.A.)
Winchester Plant (Virginia, U.S.A.), Fresno Plant (California, U.S.A.)
Los Angeles Plant (California, U.S.A.), Oakland Plant (California, U.S.A.)
Saginaw Plant (Texas, U.S.A.)
Allied Pinnacle Pty Ltd. Head Office (New South Wales, Australia)
Kingsgrove Plant (New South Wales, Australia), Picton Plant (New South Wales, Australia)
Tennyson Plant (Queensland, Australia), Altona Plant (Victoria, Australia),
Kensington Plant (Victoria, Australia), Tullamarine Plant (Victoria, Australia),
North Fremantle Plant (Western Australia, Australia)[3] Processed Food Segment
Nisshin Seifun Welna Inc. Head Office (Chiyoda-ku, Tokyo)
Hokkaido Sales Department (Sapporo), Tohoku Sales Department (Sendai)
Metropolitan Sales Department (Chuo-ku, Tokyo)
Wide Area Sales Department (Chuo-ku, Tokyo)
Chubu Sales Department (Nagoya), Kansai Sales Department (Osaka)
Chushikoku Sales Department (Hiroshima), Kyushu Sales Department (Fukuoka)
Tatebayashi Plant (Tatebayashi)
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)

46

[4] Prepared Dishes and Other Prepared Foods Segment
Nisshin Seifun Delica Frontier Inc. Head Office (Chiyoda-ku, Tokyo)
Tokatsu Foods Co., Ltd. Head Office (Yokohama)
Ashikaga Plant (Ashikaga), Kawaguchi Plant (Kawaguchi)
Sayama Plant (Sayama), Chiba Kashiwa Plant (Kashiwa)
Yachiyo Plant (Yachiyo), Yokohama Tsurumi Plant (Yokohama)Tsuzuki Plant (Yokohama), Yamakita Plant (Ashigarakami-gun, Kanagawa)Joyous Foods Co., Ltd. Head Office (Saitama)
Kodama Plant (Kodama-gun, Saitama), Kyoto Plant (Kuse-gun, Kyoto)
Initio Foods Inc. Head Office (Chiyoda-ku, Tokyo)
Kumagaya Plant (Kumagaya), Shiraoka Plant (Shiraoka)
Nagoya Plant (Ichinomiya), Higashi-Osaka Plant (Higashi-Osaka)
Kyushu Plant (Miyaki-gun, Saga)[5] Others Segment
Nisshin Engineering Inc. Head Office (Chuo-ku, Tokyo)
NBC Meshtec Inc. Head Office (Hino)
Yamanashi Tsuru Plant (Tsuru), Shizuoka Kikugawa Plant (Kikugawa)(9) Employees of the Group (As of March 31, 2024)
Business Segment
Number of Employees
Flour Milling Segment
3,061
Processed Food Segment
3,680
Prepared Dishes and Other Prepared
1,572
Foods Segment
Others Segment876
Corporate (Across the Group divisions)
385
Total
9,574

Year-on-Year Change
103
37
1

20
(7)
154

(10) Major Creditors and Loans Payable of the Group (As of March 31, 2024)
Creditor
Nippon Life Insurance Company

Outstanding balance of loans payable¥10,000 million47

2. Outline of the Company(1) Shares (As of March 31, 2024)[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 6,818,184 shares of treasury shares)[3] Number of shareholders

37,474(Decreased 2,323 from the previous term-end)[4] Major shareholders (Top 10)
Number of
Shareholding
Shares Held
Ratio
(thousands)%
The Master Trust Bank of Japan, Ltd. (Trust Account)
44,727
15.0
Nippon Life Insurance Company
19,387
6.5
Yamazaki Baking Co., Ltd.
16,988
5.7
Custody Bank of Japan, Ltd. (Trust Account)
16,572
5.5
Mizuho Bank, Ltd.
10,447
3.5
The Norinchukin Bank
6,932
2.3
Marubeni Corporation
6,284
2.1
National Mutual Insurance Federation of Agricultural Cooperatives
5,795
1.9
Nisshin Seifun Group Employee Shareholding Association
3,954
1.3
GOVERNMENT OF NORWAY
3,660
1.2
Note: The Company is excluded from the major shareholders listed above although it holds 6,818,184 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, 2024
Number of persons to be
Segment
Number of shares
grantedDirectors(excluding Directors who are members of the
9,900 shares of common stock
7
Audit & Supervisory Committee and Outside
Directors)
Outside Directors(excluding Directors who are members of the
900 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.

48

(2) Members of the Boards[1] Directors (As of March 31, 2024)
Title

Name

Representative Director
and President

Kenji Takihara

Representative Director
and Senior Managing
Executive Officer

Naoto Masujima

Director and Senior
Managing Executive
Officer

Takao Yamada*Director and Managing
Yasuo Ito
Executive Officer*Director and Managing
Eiichi Suzuki
Executive Officer
Director and Managing
Executive Officer

Position

Division Executive,
Director and Chairman, Nisshin Flour
Corporate Planning
Milling Inc.
Division
In charge of General
Administration Divisionand Human Resourcesand Labor Relations
Division
Director and President (Representative
Director), Nisshin Flour Milling Inc.
Division Executive,
R&D and Quality
Assurance Division
Division Executive,
Finance and Accounting
Division
Director and President (Representative
Director), Nisshin Seifun Delica
Frontier Inc.
Director and Chairman (Representative
Director), Tokatsu Foods Co., Ltd.
Director and President (Representative
Director), Nisshin Seifun Welna Inc.
Chairman, The Institute of Internal
Auditors – Japan
Outside Director, Nissan Motor Co.,
Ltd.
Executive Advisor, NEC Corporation
Outside Director, Japan ExchangeGroup, Inc.
Outside Director, Sumitomo PharmaCo., Ltd.
Outside Director, Tokio Marine
Holdings, Inc.
Vice Chair, KEIDANREN (Japan
Business Federation)

Koichi Iwasaki*Director and Managing
Takahiko Iwahashi
Executive Officer
Director

Kazuhiko Fushiya

Director

Motoo Nagai

Director

Nobuhiro Endo

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

Director(Audit & Supervisory
Committee Member)

Significant Positions
Concurrently Held

Attorney; Senior Partner, Nishi &Partners Attorneys and Counselors at
Law
Outside Director (Audit & Supervisory
Committee Member), FANUCCORPORATION
Outside Director, TEKKENCORPORATION
Outside Auditor, TEPCO Power Grid,
Incorporated

Mieko Tomita

49Significant Positions
Concurrently Held
Outside Director, AMUSE INC.
Outside Director, ZENSHO
Director
HOLDINGS CO., LTD.
Takaharu Ando
(Audit & Supervisory
Outside Director, TOBU RAILWAY
Committee Member)CO., LTD.
Outside Director, Rakuten Group, Inc.
Certified Public Accountant, Proprietor,
Hiroto Kaneko CPA Office*Director
Outside Director (Audit & Supervisory(Audit & Supervisory
Hiroto Kaneko
Committee Member), H.I.S. Co., Ltd.
Committee Member)
Outside Director (Audit & Supervisory
Committee Member), PayPay
Corporation
Notes: 1. Three Directors (Kazuhiko Fushiya, Motoo Nagai, and Nobuhiro Endo) and three Directors (Audit &Supervisory Committee Members) (Mieko Tomita, Takaharu Ando, and Hiroto Kaneko) are Outside
Directors.
2. The Company selects all of the Outside Directors as Independent Directors in accordance with its“Independence Standards for Outside Directors” (posted on the Company’s website(https://www.nisshin.com/uploads/governance_is.pdf)) formulated pursuant to criteria concerning
independence as defined by the Tokyo Stock Exchange, Inc., providing the necessary notification
thereto.
3. Director (Full-time Audit & Supervisory Committee Member) Shoh Ohuchi has work experience infinance and accounting at the Company and substantial knowledge of finance and accounting.
4. Director (Audit & Supervisory Committee Member) Hiroto Kaneko, who has the qualification as a
Certified Public Accountant, has substantial knowledge of finance and accounting.
5. The Company has elected a full-time Audit & Supervisory Committee Member to enhance theeffectiveness of audits.
6. Changes in Directors (including Audit & Supervisory Committee Members) of the Company and thepositions thereof, during the fiscal year ended March 31, 2024, are stated as follows.
1) Mr. Akira Mori, Mr. Satoshi Odaka, and Mr. Yuji Koike retired from their positions as Director,
and Mr. Satoshi Ito retired from his position as Director (Audit & Supervisory Committee Member)due to expiration of their terms of office as of June 28, 2023. Directors and Director (Audit &Supervisory Committee Member) with an asterisk were newly elected at the 179th Ordinary
General Meeting of Shareholders held on the same day and assumed office.
2) Mr. Naoto Masujima assumed the office of Representative Director and Mr. Eiichi Suzuki assumed
the office of Managing Executive Officer as of June 28, 2023.
7. The following is a list of changes in significant positions concurrently held in the fiscal year ended
March 31, 2024.
Director
Takahiko
Took office as Director and President (Representative Director),
IwahashiNisshin Seifun Welna Inc.
(April 1, 2023)
Director
Nobuhiro
Retired as Vice Chairman, KEIZAI DOYUKAI (Japan
Endo
Association of Corporate Executives)(April 27, 2023)
Director
HirotoTook office as an Outside Director (Audit & Supervisory(Audit &KanekoCommittee Member), PayPay Corporation
Supervisory(June 23, 2023)
Committee
Retired as an Outside Director, H.I.S. Co., Ltd.
Member)Took office as an Outside Director (Audit & Supervisory
Committee Member), H.I.S. Co., Ltd.
(January 25, 2024)
Director
Motoo Nagai Retired as an Outside Director, Organo Corporation(June 29, 2023)
8. The Company has adopted the executive officer system in order to expedite the execution of business
operations. As of March 31, 2024, there were fifteen (15) Executive Officers excluding those serving
concurrently as Directors.
Title

Name

Position[2] Outline of liability limitation agreement
The Company has concluded an agreement with each Director (excluding Executive Directors, etc.) which
50limits the amount of liability for damages set forth in Article 423, Paragraph 1 of the Companies Act to thesum of the amount set forth in each item of Article 425, Paragraph 1 thereof, provided that the duties of eachare performed in good faith and without gross negligence on the part thereof.
[3] Outline of directors and officers liability insurance contract
The Company has entered into a directors and officers liability insurance contract with an insurance company,as provided in Article 430-3, Paragraph 1 of the Companies Act, under which damages arising from insureds’
liability borne from the performance of their duties, or from claims in pursuit of that liability, shall becompensated. The insurance premiums are fully borne by the companies. The insurance policy provides forcertain exclusions and deductibles, such as not covering damages caused by acts committed while aware ofviolations of laws and regulations, and requires the insured to pay a certain amount of the deductible. The
insureds under such insurance policies are Directors, Audit & Supervisory Board Members, Executive
Officers, and important employees, etc. of the Company and its domestic subsidiaries.
[4] Remuneration of Directors
1. Overview of the policy for the method of determining remuneration for individual Directors (excluding
Directors who are members of the Audit & Supervisory Committee)
At the Board of Directors meeting, the Company established a policy for the method of determining
remuneration for individual Directors (excluding Directors who are members of the Audit & Supervisory
Committee; hereinafter in 1., the same shall apply), after discussions by the Nomination and Remuneration
Advisory Committee, a body comprised of Independent Outside Directors. During the fiscal year ended
March 31, 2024, the Board of Directors meeting held on March 27, 2024 resolved to partially revise thispolicy for determination. The main revisions are as follows.
- The basic policy had been that the initial ratios of basic remuneration, bonus, and stock-based
remuneration should be roughly 70:15:15, and the amounts and ratios of bonus and stock-based
remuneration may be changed according to business performance. However, with the aims of growing
over the medium to long term and further increasing corporate value, we have decided to increase theratios of bonus and stock-based remuneration to make them more closely linked to business performance,transitioning to ratios of 60:20:20 for basic remuneration, bonus, and stock-based remuneration.
- Regarding evaluation indicators for bonus, to promote the reduction of CO₂ emissions as a response to
the impact of climate change, we have decided that evaluations according to the status of achieving thetargets of the CO₂ reduction roadmap will also be reflected in bonus.
An overview of the content of the revised policy for determination is as follows.
- The remuneration of the Company’s Directors was established with reference to three key factors,
functioning to 1) retain talented human resources, 2) offer remuneration at levels appropriate to theCompany’s size and business domains, and 3) to provide a healthy incentive to improve the Company’s
medium- to long-term corporate value. A certain proportion of remuneration consists of variable
remuneration reflecting business performance, thus taking into consideration both level of contribution
to the Group and level of contribution to medium- to long-term basic Group strategies.
- In order to ensure that remuneration for the Company’s Inside Directors functions as a healthy incentive
for sustainable growth, it is the Company’s policy that such remuneration should comprise a combinationof the following components: 1) fixed remuneration paid monthly based on role or position (basic
remuneration); 2) variable remuneration reflecting contribution to past business performance (bonus),
which is, in principal, paid annually with a fixed timing; and, 3) stock-based remuneration reflecting
future business performance, with the objective of promoting management that focuses on shareholder
value, which is paid annually with a fixed timing. As a basic policy, the initial ratios of these threecomponents will be adjusted from roughly 70:15:15 to 60:20:20, increasing the ratio of variable
remuneration.
- Remuneration for Outside Directors consists primarily of basic remuneration and stock-based
remuneration is granted up to the designated upper limit.
- To ensure objectivity and propriety in the amount of remuneration, the remuneration standards for eachmanagement class are determined by taking into account factors such as the responsibilities that are
specific to the management class and the significance of its impact on Group management, afterreferencing the results of surveys by external institutions.
In addition to the above, please also refer to Notes 2, 3, and 4 of “3. Amounts of remuneration for
Directors.”
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 are51

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

Number of
eligible
executives

238

162

47

28

13

43

43

—

—

5

(60)

(57)

(—)

(3)

(7)

Notes: 1. The above number of Directors (excluding Directors who are members of the Audit & Supervisory
Committee) and Directors (Audit & Supervisory Committee Members) includes three Directors(excluding Directors who were members of the Audit & Supervisory Committee) and one Director(Audit & Supervisory Committee Member) who retired from office during the fiscal year ended
March 31, 2024.
2. For performance-based remuneration (bonus), consolidated ordinary profit, which reflects theresult of the Group’s overall business performance, and the status of achieving the targets of theCO₂ reduction roadmap to promote the reduction of CO₂ emissions as a response to the impact ofclimate change, are used as key indicators. For the amount paid, the net increase or decrease fromthe previous year is basically determined by the year-on-year percent change in consolidated
ordinary profit, etc. Evaluations of how the targets of the CO₂ reduction roadmap have beenachieved are also reflected into the determination. For consolidated ordinary profit, including thatof the fiscal year ended March 31, 2024, refer to “(3) Consolidated Business Results and Summaryof Assets of the Group” in “1. Overview of the Corporate Group.” In addition, we expect that theCO₂ reduction roadmap targets in the fiscal year ended March 31, 2024 will generally have beenachieved.
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
52

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, 2024 is stated.
4. The amount of remuneration for individual Directors (excluding Directors who are members of
the Audit & Supervisory Committee; hereinafter in Note 4, the same shall apply.) is determinedby Kenji Takihara, the Director and President, who has been delegated by the Board of Directors,
as it is considered to be appropriate for the person who oversees the execution of duties acrossthe Group to evaluate individual Directors, based on factors such as the responsibilities specificto the management class, and the significance of their impact on Group management. However,such decisions are based on the policy for the method of determining remuneration for individual
Directors as stipulated in 1. above, and are also based on a set formula according to position, etc.
for basic remuneration and non-monetary remuneration (stock-based remuneration), and on the
year-on-year percent change in consolidated ordinary profit, etc. and on status of achieving thetargets of the CO₂ reduction roadmap for performance-based remuneration (bonus) as describedabove (Note 2), in order to ensure the appropriateness and objectivity of the remuneration
decision-making process. The Board of Directors of the Company has confirmed that the contentsof the remuneration of individual Directors for the fiscal year ended March 31, 2024 are consistent
with the policy for the method of determination approved by the Board of Directors, and judgedthat they are in line with such policy.
[5] Outside Directors
1. Significant positions concurrently held in other companies, etc. and relationship between the Company
and said companies, etc.
Significant positions concurrently held in other companies, etc., are mentioned above [1] and there isno significant business relationship or special relationship between the Company and the aboveidentified companies of concurrently held positions.
2. Principal activities in the fiscal year ended March 31, 2024
1) Director Kazuhiko Fushiya
Mr. Fushiya attended all meetings of the Board of Directors held in the fiscal year ended March 31,
2024. By making remarks, asking questions, and contributing opinions regarding the purposes andcontents of matters resolved and reported as appropriate at the meetings of the Board of Directors, he
has appropriately fulfilled the role expected of him, by providing appropriate advice and supervision
over the Company’s business execution, based on a wealth of experience and high-level expertise
gained through his career in the Ministry of Finance and other governmental organizations where heheld important positions.
2) Director Motoo Nagai
Mr. Nagai attended all meetings of the Board of Directors held in the fiscal year ended March 31, 2024.
By making remarks, asking questions, and contributing opinions regarding the purposes and contents
of matters resolved and reported as appropriate at the meetings of the Board of Directors, he has
appropriately fulfilled the role expected of him, by providing appropriate advice and supervision over
the Company’s business execution, based on his wealth of experience and broad-based insight gained
through management of financial institutions.
3) Director Nobuhiro Endo
Mr. Endo attended 12 out of 13 meetings of the Board of Directors held in the fiscal year ended March
31, 2024. By making remarks, asking questions, and contributing opinions regarding the purposes andcontents of matters resolved and reported as appropriate at the meetings of the Board of Directors, he
has appropriately fulfilled the role expected of him, by providing appropriate advice and supervision
over the Company’s business execution, based on his wealth of experience and broad-based insight asa corporate executive.
4) Director (Audit & Supervisory Committee Member) Mieko Tomita
Ms. Tomita attended 12 out of 13 meetings of the Board of Directors and 11 out of 12 meetings of the
Audit & Supervisory Committee held in the fiscal year ended March 31, 2024. By making remarks,
asking questions, and contributing opinions regarding the purposes and contents of matters resolved
and reported as appropriate at the meetings of the Board of Directors and the Audit & Supervisory
Committee, she has appropriately fulfilled the role expected of her, by appropriately auditing andsupervising the Company as an Outside Director who is a member of the Audit & Supervisory
Committee, mainly from the viewpoint of legal compliance, based on her high level of expertise as an
attorney and her wealth of experience in corporate legal affairs.
5) Director (Audit & Supervisory Committee Member) Takaharu Ando
Mr. Ando attended 12 out of 13 meetings of the Board of Directors and all meetings of the Audit &Supervisory Committee held in the fiscal year ended March 31, 2024. By making remarks, asking
53

questions, and contributing opinions regarding the purposes and contents of matters resolved andreported as appropriate at the meetings of the Board of Directors and the Audit & Supervisory
Committee, he has appropriately fulfilled the role expected of him, by appropriately auditing andsupervising the Company as an Outside Director who is a member of the Audit & Supervisory
Committee, based on his wealth of experience and broad-based insight gained through his career in
the National Police Agency and other governmental organizations where he held important positions.
6) Director (Audit & Supervisory Committee Member) Hiroto Kaneko
Mr. Kaneko attended 9 out of 10 meetings of the Board of Directors and all meetings of the Audit &Supervisory Committee held since he assumed office of a Director (Audit & Supervisory Committee
Member). By making remarks, asking questions, and contributing opinions regarding the purposes andcontents of matters resolved and reported as appropriate at the meetings of the Board of Directors andthe Audit & Supervisory Committee, he has appropriately fulfilled the role expected of him, byappropriately 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 domestic and international finance and accounting.

54

3. Systems and Policies of the Company
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 ¥45 pershare, representing an increase of ¥5 from the previous fiscal year. Accordingly, the Company will submit a
proposal to the Ordinary General Meeting of Shareholders to distribute its surplus to pay a year-end dividend of ¥24
per share. As a result, dividends paid will have increased for 11 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 thedividend per share.
Based on the policies in the “Medium-Term Management Plan 2026,” the Company will appropriately allocate
operating cash flow during the five years of the medium-term management plan to future-oriented growthinvestments, shareholder returns, etc. We will actively consider dividend increases, looking ahead at the timing. In
the event of surplus investment funds, etc., we will consider further shareholder returns.
End

55

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheet(As of March 31, 2024)
Item

AmountItem(ASSETS)
Current assets(Millions of yen)Amount(LIABILITIES)
365,072

Current liabilities

163,571

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

109,470

Notes and accounts payable – trade76,198

114,536

Short-term loans payable

15,101

124,878

Income taxes payable

7,890

Other

16,729Accrued expenses

27,036

Other

37,344

Allowance for doubtful accounts(541)

Non-current assets

461,629

Non-current liabilities

Property, plant and equipment

235,815

Bonds

20,000

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

72,092Long-term loans payable

12,01466,504

Lease obligations

39,92953,393

Deferred tax liabilities

42,671

Construction in progress

20,158Provision for repairs

1,278

Right-of-use assets

18,471

Net defined benefit liability

23,532Other, net

5,196

Long-term deposits received

5,642

Other

1,680

Intangible assets

21,563

Total liabilities

Goodwill

6,212(NET ASSETS)

Other

15,350146,749

310,321

Shareholders’ equity

363,383

Capital stock

17,117

Investments and other assets

204,250

Capital surplus

12,752

Investment securities

185,445

Retained earnings

344,428

Treasury shares(10,914)

Net defined benefit asset

307

Deferred tax assets

12,539

Other

6,167

Allowance for doubtful accounts(208)

Total assets

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

136,918
93,519164
43,632(398)

Non-controlling interests

16,078

Total net assets

516,381

Total liabilities and net assets

826,702826,70256

Consolidated Statement of Income(For the Fiscal Year Ended March 31, 2024)(Millions of yen)
Item

AmountNet sales

858,248

Cost of sales

674,115Gross profit

184,132
136,341

Selling, general and administrative expenses
Operating profit

47,791Non-operating income
Interest income

563

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

2,711
1,774
294

Foreign exchange gains

730

Other

1,034

7,109

Non-operating expenses
Interest expenses

3,770

Other

1,137

Ordinary profit

4,907
49,992Extraordinary income
Gain on sales of non-current assets

281

Gain on sales of investment securities

436

718

Extraordinary losses
Loss on retirement of non-current assets

605

Impairment losses

1,254

Profit before income taxes

1,860
48,850

Income taxes – current

13,697

Income taxes – deferred

2,285

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

15,98232,8681,125
31,74357

NON-CONSOLIDATED FINANCIAL STATEMENTS
Non-consolidated Balance Sheet(As of March 31, 2024)
Item

AmountItem(ASSETS)
Current assets
Cash and deposits(Millions of yen)Amount(LIABILITIES)
56,360Current liabilities

34,78050,594

Lease obligations

46
466

Accounts receivable – trade350

Accounts payable – otherPrepaid expenses

266

Accrued expenses

2,626

Income taxes receivable

3,771

Deposits received

31,571

Other

1,376

Provision for directors’ bonuses

47

Other

21

Non-current assets

386,823

Property, plant and equipment

22,613

Buildings, net

4,706

Structures, net

Non-current liabilities

66,350

Bonds

20,000288

Long-term loans payable

10,000Machinery and equipment, net

808

Lease obligations

Vehicles, net

12Deferred tax liabilities

32,971Tools, furniture and fixtures, net

489

Provision for retirement benefits

2,909

Land

16,141

Leased assets, net

126Construction in progress

40

Other

60

408
Total liabilities

101,130(NET ASSETS)
Intangible assets

457

Shareholders’ equity

265,940

Leasehold right18

Capital stock

17,117

Software431

Capital surplus

9,691

Leased assets

7

Legal capital surplus

9,500

Other

0

Other capital surplus

191

Retained earnings

250,037

Investments and other assets

363,752

Legal retained earnings

4,379

Investment securities

123,719

Other retained earnings

245,657

Shares of subsidiaries and associates

152,337

Reserve for dividends

2,000

Reserve for tax purpose reduction
entry of non-current assets

2,450

Investments in capital

354

Investments in capital of subsidiaries
and associates

1,268

Long-term loans receivable fromsubsidiaries and associates

85,282

Other

813

Allowance for doubtful accounts(25)

Total assets

443,183

58

General reserve

170,770

Retained earnings brought forward

70,437

Treasury shares(10,906)

Valuation and translation adjustments

76,112

Valuation difference on availablefor-sale securities

76,112

Total net assets

342,053

Total liabilities and net assets

443,183Non-consolidated Statement of Income(For the Fiscal Year Ended March 31, 2024)(Millions of yen)
Item

AmountOperating revenue

25,355

Operating expenses

16,352

Operating profit

9,002

Non-operating income
Interest income

1,390

Dividend income

1,998

Other

121

3,510

Non-operating expenses
Interest expenses

155

Other

13

Ordinary profit

168
12,344Extraordinary income
Gain on sales of non-current assets

281

Gain on sales of investment securities

338

620

37

37

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

12,927

Income taxes – current

60

Income taxes – deferred(270)

Profit(210)
13,13759