Note: This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translation and the Japanese original, the original shall prevail.

NOTICE OF THE 74TH
ORDINARY GENERAL MEETING OF
SHAREHOLDERS

Date and time:
Tuesday, June 28, 2022, at 10:00 a.m. (Reception desk opens at 9:00 a.m.)
Place:
Hotel New Otani Osaka, 2nd floor, the “Hō-ō”
Matters to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of Nine (9) Directors
Proposal 4: Election of One (1) Audit & Supervisory Board Member
Proposal 5: Introduction of Performance-linked and Share-based
Remuneration Plan for Directors
The Company’s actions for preventing the spread of novel coronavirus disease (COVID-19)⚫ Commemorative gifts are not distributed this year.
⚫ As stated in the postcard dated May 30, 2022, we would ask our shareholders who expect to attend thisyear’s General Meeting of Shareholders in person to register their attendance in advance by June 13(The application must be received by June 13, 2022).
* A drawing will be held depending on the number of shareholder applications.

NISSIN FOODS HOLDINGS CO., LTD.
- 1 -To our shareholders:

Toward becoming a truly global company
We would like to express sincere thanks to all our shareholders for yourinvaluable support as usual.
In 2021, we celebrated our 50th anniversary since the launch of Cup Noodle.
Thanks to your support, in May of that milestone year, we managed to surpass
50 billion servings in the cumulative number of global sales of individual
servings of Cup Noodle, which further strengthened our presence as a global
brand. The year 2021 also marked the start of our new medium- to long-term
growth strategy, based on the three pillars of strengthening the cash generation
capabilities of existing businesses, EARTH FOOD CHALLENGE 2030, and the
pursuit of new businesses, and we can even say that the NISSIN FOODS Grouphas entered a new growth stage.
The key challenges for management in 2022 are: (1) Acceleration of global
branding; (2) Fully fledged start of the Complete Nutrition Meal business; and(3) Promotion of EARTH FOOD CHALLENGE 2030. The Group will be
proactive and resolute in its approach in realizing these goals.
Based on the mission of “Transforming the Earth into a healthy, beautiful, andhappy planet by creating food,” the Group is committed to solving
environmental and social issues while achieving sustainable growth. I would
like to ask for the continued support of our shareholders.

NISSIN FOODS HOLDINGS CO., LTD.
Koki Ando, President & Representative Director, CEO- 2 -Securities Code: 2897
June 6, 2022
To our shareholders:
1-1, 4-chome, Nishinakajima, Yodogawa-ku, Osaka, JapanNISSIN FOODS HOLDINGS CO., LTD.
Koki Ando, President & Representative Director, CEO

Notice of the 74th Ordinary General Meeting of Shareholders
You are hereby cordially notified that the 74th Ordinary General Meeting of Shareholders of NISSINFOODS HOLDINGS CO., LTD. (the “Company”) will be held as stated below.
The Company will hold the General Meeting of Shareholders with measures in place to prevent the spreadof novel coronavirus disease (COVID-19). However, we ask that you consider the situation regarding
infection and your own state of health on the day of the meeting, and consider then whether to attend inperson. Accordingly, we also recommend your exercising your voting rights in advance in writing (by Post)or via the Internet. On the day of the General Meeting of Shareholders, we will live stream the video of themeeting. You can watch a video of the meeting on website (please check the enclosed details). On the day ofthe meeting, we will make efforts to facilitate quick and smooth proceedings, and schedule to shorten thetime of the meeting.
In addition, the commemorative gifts are not distributed to shareholders to prevent the infection throughcontact at the venue on the day of the meeting. We would kindly ask and appreciate your understanding.
Further, in order to reduce the risk of infection at the venue, we will arrange the seats so that shareholders
can leave more space between each other during the meeting. As a result of that, the number of available
seats at the venue will be limited. As stated in the postcard dated May 30, 2022, we would ask ourshareholders who expect to attend this year’s General Meeting of Shareholders in person to register theirattendances * in advance by June 13, 2022 (The application must be received by June 13, 2022).
Depending on the number of shareholder applications, expected participants may be decided by drawing
lots, so there is a possibility that all shareholders expecting to attend the meeting in person may not be able
to do so.
Please note that the measures may be changed at any time depending on the further updates in the future
situation. Please check the latest information on our Company website (http://www.nissin.com/jp/ir/news/).
Thank you for your understanding and kind cooperation in these situations.

- 3 -* Request for pre-registration
As stated in the postcard dated May 30, 2022, we ask the shareholders who expect to attend this year’s
General Meeting of Shareholders in person to register their attendances in advance. We will send an“Entrance Card” (postcard) to shareholders who have applied. If the number of applying shareholders
exceeds the fixed limit, we will hold a draw and send an “Entrance Card” to shareholders who were drawn
to attend and send a notice to shareholders who have not been drawn. Please be sure to bring your “Voting
Rights Exercise Form” and the “Entrance Card” upon your arrival to the venue on the day of the meeting.
1. Date and time:

Tuesday, June 28, 2022, at 10:00 a.m.

2. Place:

Hotel New Otani Osaka, 2nd floor, the “Hō-ō”
4-1, 1-chome, Shiromi, Chuo-ku, Osaka* In order to reduce the risk of infection of coronavirus disease at the venue,
we will arrange the seats so that shareholders can leave more space between
each other during the meeting. As a result of that, the number of available
seats at the venue will be limited. Accordingly, we kindly ask shareholders
who expect to attend the General Meeting of Shareholders in person toregister in advance.

3. Agenda:
Matters to be reported:
1. Business Report, Consolidated Financial Statements, and Reports of Audit on theConsolidated Financial Statements by Financial Auditor and Audit &Supervisory Board for the 74th fiscal year from April 1, 2021 to March 31, 2022
2. Non-consolidated Financial Statements for the 74th fiscal year from April 1,
2021 to March 31, 2022
Matters to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Nine (9) Directors
Proposal 4:
Election of One (1) Audit & Supervisory Board Member
Proposal 5:
Introduction of Performance-linked and Share-based Remuneration Plan for
Directors
To ensure that information is furnished in a timely manner, this Notice of the Ordinary General Meeting of Shareholders
was disclosed on the Company’s website (refer to the URL below) before it was sent out.
⚫ Since “Items Regarding Stock Acquisition Rights of the Company,” “Systems and Policy of the Company,” “Basic Policy
on Control of the Company,” “Consolidated Statement of Changes in Equity,” “Notes to Consolidated Financial
Statements,” “Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements,” which must be
provided at the time of providing this Notice, are reported on the Company’s website (refer to the URL below), in
accordance with the provisions of laws and regulations and Article 17 of the Company’s Articles of Incorporation, they
are not provided in the attached documents to this Notice.
Consequently, the documents attached to this Notice consist of part of the Business Report, the Consolidated and Nonconsolidated Financial Statements that were audited by the Financial Auditor and Audit & Supervisory Board Members in
preparing audit reports.
⚫ Any amendment to the Company’s Reference Documents for the General Meeting of Shareholders, the Business Report,
and the Consolidated and Non-consolidated Financial Statements will be published on the Company’s website (refer tothe URL below).
⚫

The Company’s website: http://nissin.com/- 4 -Methods of Exercise of Voting Rights

To exercise your voting rights in advance(we recommend this method this year too)
Exercise of Voting Rights in Writing (by Post)
Please indicate your approval or disapproval for each proposal on the enclosed Voting Rights Exercise Formand return it to us by post.
*Please use the “protective seal” enclosed with this Notice.
The deadline for exercising voting rights:

The Voting Rights Exercise Form should be arrived by
5:40 p.m. on Monday, June 27, 2022.

Exercise of Voting Rights via the Internet
Please refer to the “Guidance for Exercise of Voting Rights via the Internet” on the next page and indicate
your approval or disapproval for each proposal.
The deadline for exercising voting rights:

5:40 p.m. on Monday, June 27, 2022

Handling of your voting rights• In the event of duplicate votes by the voting card and via the Internet, the Internet vote shall be treated as valid. In theevent of more than one vote via the Internet, the most recent vote shall be treated as valid.
• Please note that any costs relating to connection to the Internet will be the burden of the shareholder.
Handling of your passwords• Passwords for exercising voting rights on the voting right exercise website are used to verify the identity of the person
exercising rights as a shareholder. The Company’s staff will never ask you to disclose your password.

• Your passwords (including your chosen password) will only be valid for this General Meeting of Shareholders. A new
password will be issued for the next General Meeting of Shareholders. The website will be locked if an incorrect password
is entered after a certain number of tries. If the website is locked, please follow the instructions on the screen.

If you expect to attend the General Meeting of Shareholders (please register in advance)
Please present the enclosed “Voting Rights Exercise Form” and “Entrance Card” to the receptionist.
Date and time:
Place:

Tuesday, June 28, 2022, at 10:00 a.m.
Hotel New Otani Osaka, 2nd floor, the “Hō-ō”* In order to reduce the risk of infection of coronavirus disease at the venue, we will
arrange the seats so that shareholders can leave more space between each otherduring the meeting. As a result of that, the number of available seats at the venue
will be limited. Accordingly, we kindly ask shareholders who expect to attend theGeneral Meeting of Shareholders in person to register in advance.

• A shareholder may exercise voting rights by designating one proxy who is another shareholder holding
voting rights of the Company to attend the meeting. Please note, however, that the proxy will be required
to present documentary proof of the proxy’s authority and documentation to confirm the shareholder who
delegated the right (for example, enclosed Voting Rights Exercise Form) to the receptionist on the day ofthe meeting.
• We kindly ask shareholders who wish to attend the General Meeting of Shareholders in person to registerin advance. For details regarding pre-registration, please refer to the “Request for pre-registration” on theprevious page.
• The “Entrance Card” refers to a card sent by the Company to shareholders who will preferentially attend
the meeting upon pre-registration (please refer to the”Request for pre-registration” on the previous page).
Please be sure to bring your “Entrance Card” when attending on the day of the meeting.
• The reception will start at 9:00 a.m.

- 5 -

• Please bring this Notice of the Ordinary General Meeting of Shareholders to conserve resources on the
day of the General Meeting of Shareholders.

- 6 -Guidance for Exercise of Voting Rights via the Internet

With smartphones (Smart Vote)

With personal computers

1. Scan the QR code

1. Access the “voting right exercise website”

Easy and convenient[Voting right exercise website](Just scan the QR code,no need of entering text)

https://soukai.mizuho-tb.co.jp/* “QR Code” is a registered trademark of DENSO WAVE
INCORPORATED.

2. LoginEnter the voting code
3. Enter the password and change to new
password- Enter the initial password- Enter the new password that you will actuallyuse↓

4. On main page, click on “ご投票” (vote)↓↓
Input your approval or disapproval↓
Confirm your vote↓
Finish your exercise

If you need to change your votes once you have exercised your voting rights, please access the Voting right
exercise website (https://soukai.mizuho-tb.co.jp/) and change your votes.
Contact Information for Inquiries
For inquiries, please contact the transfer agent, Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd.
(1) Dedicated line for inquiries on the operation of the “Smart Vote” and “voting right exercise website”[Toll-free in Japan only] 0120-768-524 (9:00 a.m. to 9:00 p.m., excluding the New Year holidays)(2) Inquiries on share handling matters other than above[Toll-free in Japan only] 0120-288-324 (9:00 a.m. to 5:00 p.m. on weekdays)[Reference]
The electronic platform for exercising voting rights, which is operated by Investor Communications Japan Inc. (ICJ, Inc.), isavailable to institutional investors.

- 7 -The 74th Ordinary General Meeting of Shareholders will be streamed live.
We will live stream the video and audio of the General Meeting of Shareholders on the website this year.
Even if you will not come to the venue, you will be able to watch the Ordinary General Meeting of
Shareholders from your home. We strongly recommend watching the live stream.
Live stream date and time: Tuesday, June 28, 2022, at 10:00 a.m.
How to watch
Please access the “NISSIN FOODS HOLDINGS Premium Yutai Club” (following URL). Login and click
the banner displayed at the top of the top page “株主総会ライブ配信 本日開催” (General Meeting of
Shareholders Live Streaming Today) to view the live stream.
[Notes]- In order to view the live stream, you need to register with “NISSIN FOODS HOLDINGS Premium YutaiClub”. Shareholders who plan to view the live stream are requested to complete the procedures in advance.
* Please refer to the enclosed “Guide to the Selection of Shareholder Benefits” for information on how to register with the“NISSIN FOODS HOLDINGS Premium Yutai Club”.

-

Voting rights cannot be exercised via live stream. We would ask to exercise your voting rights in writingor via the Internet.
General Meeting of Shareholders Live Streaming Website:
https://nissin.premium-yutaiclub.jp/-

If you exercise your voting rights in advance, you will be able to watch the live stream on the day of the meeting.
If there are any changes to how to view the live stream, we will notify you with latest information via the Company website(http://www.nissin.com/jp/ir/news/).
Although we will take care not to show the attending shareholders in the live stream, please kindly acknowledge that wemay fail to do so in some cases.
Please note that we will not accept statements or questions via the live stream.
After the General Meeting of Shareholders, the meeting will be streamed on the Company’s website (http://nissin.com/)
for a certain period of time.
Depending on the configuration of your computer and your internet connection, problems may occur with video and audio.
Communication fees, etc. for viewing shall be borne by the shareholder.

Contact Information for Inquiries
For inquiries, please contact NISSIN FOODS HOLDINGS Premium Yutai Club
[Toll-free in Japan only] 0120-569-255 (9:00 a.m. to 5:00 p.m., excluding Saturdays, Sundays, national holidays and the
New Year holidays)- 8 -Reference Documents for the General Meeting of Shareholders

Proposal 1:

Appropriation of Surplus

The Company constantly endeavors to increase the Group’s earning potential, recognizing growth in thecorporate value and the provision of appropriate shareholder returns as the most important management
priorities. Our basic policy is to provide continuous and stable returns to shareholders while taking
consolidated business results and future capital requirements into consideration.
With respect to the use of internal reserves, we will provide for capital needs, such as capital investments,
R&D spending, and M&A, for the purpose of further increasing corporate value, and will efficiently invest
surplus funds with risks taken into account.
Based on the policy above, we have paid an interim dividend of ¥70 per share (including the ¥10commemorative dividend for 50th anniversary of the release of Cup Noodle), and plan to pay a year-end
dividend of ¥60 per share, making an annual dividend of ¥130 per share in total.
Therefore, we propose the year-end dividend for the fiscal year under review as follows.
With respect to future dividends to shareholders, we will endeavor to have a consolidated payout ratio ofaround 40%.
Matters relating to the year-end dividend(1)

Kind of dividend property

It shall be paid in cash.

(2)

The matters regarding the assignmentof the dividend property toshareholders and total amount ofdividend property

Amount per Company’s common share:¥60
Total Amount:¥6,146,153,640
Annual dividend per share will be ¥130 (consolidated payout ratio: 37.8%),
combined with the interim dividend (¥70 per share; of which ordinary
dividend of ¥60 and commemorative dividend of ¥10).

(3)

The day on which distribution ofdividend of surplus takes effectWednesday, June 29, 2022

- 9 -

Proposal 2:

Partial Amendments to the Articles of Incorporation

1.

Reason for the proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of
the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022,
the Company proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(1) We will newly establish Paragraph 1 of Article 17 (Measures, etc. for Providing Information inElectronic Format) in the “Proposed amendments” to stipulate that the Company shall take measuresfor providing information that constitutes the content of reference documents for the general meetingof shareholders, etc. in electronic format.
(2) We will newly establish Paragraph 2 of Article 17 (Measures, etc. for Providing Information inElectronic Format) in the “Proposed amendments” to limit the scope of the items to be stated in thepaper-based documents to be delivered to shareholders who requested the delivery of paper-based
documents in the measures for providing information that constitutes the content of reference
documents for the general meeting of shareholders, etc. in electronic format.
(3) Since the provisions of Article 17 (Internet Disclosure and Deemed Provision of Reference
Documents of the General Meeting of Shareholders, Etc.) in the “Current Articles of Incorporation”
will no longer be required with the introduction of the system for providing reference documents forthe general meeting of shareholders, etc. in electronic format, they will be deleted.
(4) Supplementary provisions regarding the effective date, etc. of the aforementioned establishment anddeletion of provisions will be established. Furthermore, these provisions shall be deleted after thedue date prescribed in Article 1, Paragraph 3 of the supplementary provisions has elapsed.
2.

Details of the amendments
The details of the amendments are as follows:(Underlined portions indicate amendments.)
Current Articles of Incorporation

Proposed amendments(Internet Disclosure of Reference Documents of the General
Meeting of Shareholders, Etc.)
Article 17
When the Company convenes a general meeting ofshareholders, it may disclose information that is to bestated or presented in the reference documents for thegeneral meeting of shareholders, business report, financial
statements and consolidated financial statements throughthe Internet in accordance with the provisions prescribed by
the Ministry of Justice Order.

(Newly established)(Deleted)(Measures, etc. for Providing Information in Electronic
Format)Article 17
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc.
in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany is not required to state all or some of those
items designated by the Ministry of Justice Order in thepaper-based documents to be delivered to shareholders
who requested the delivery of paper-based documents
by the record date of voting rights.

- 10 -

Current Articles of Incorporation

Proposed amendments(Newly established)(Supplementary Provisions)(Transitional Measures for Providing Reference Documentsof the General Meeting of Shareholders, Etc. in Electronic
Format)Article 1
1. The deletion of Article 17 (Internet Disclosure ofReference Documents of the General Meeting of
Shareholders, Etc.) and the establishment of Article 17(Measures, etc. for Providing Information in Electronic
Format) shall be effective from September 1, 2022.
2. Notwithstanding the provision of the preceding
paragraph, Article 17 (Internet Disclosure of Reference
Documents of the General Meeting of Shareholders,Etc.) shall remain effective regarding any general
meeting of shareholders held on a date within six
months from September 1, 2022.
3. The provisions in this Article shall be deleted on thedate when six months have elapsed from September 1,
2022 or three months have elapsed from the date of thegeneral meeting of shareholders in the preceding
paragraph, whichever is later.

(Newly established)- 11 -

Proposal 3:

Election of Nine (9) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this Ordinary General Meetingof Shareholders. Therefore, in order to strengthen the management structure and ensure diversity, theCompany proposes to increase the number of Outside Directors by one (1) and to elect nine (9) Directors.
In the event that this proposal is approved as originally proposed, the majority of the Board of Directors
will be Outside Directors. Also, it is planned that four (4) of the Outside Directors shall be Independent
Directors as stipulated by the Tokyo Stock Exchange, and that one-third or more of the Company’s Directors
shall be Independent Directors.
The candidates for Directors are as follows.
No.

Attendance at theBoard of Directors
meetings
10/10 (100%)

Name

1

Koki Ando(Male)

Reappointment

2

Noritaka Ando
(Male)

Reappointment

3

Yukio Yokoyama(Male)

Reappointment

4

Ken Kobayashi(Male)

Reappointment /Outside9/10 (90%)

5Masahiro Okafuji(Male)

Reappointment /Outside10/10 (100%)

6

Masato Mizuno(Male)

Reappointment /Outside / Independent

10/10 (100%)

7

Yukiko Nakagawa(Female)Reappointment /Outside / Independent

10/10 (100%)8

Eietsu Sakuraba(Male)

Reappointment /Outside / Independent

7/7 (100%)

9

Yuka Ogasawara(Female)New appointment /Outside / Independent-

10/10 (100%)
10/10 (100%)- 12 -

Current positions andresponsibilities in the Company

President & Representative
Director, CEO (Chief Executive
Officer)
Executive Vice President &Representative Director, COO(Chief Operating Officer)
Director, CSO (Chief Strategy
Officer), and Managing
Executive Officer
Director
Director
Director
Director
Director-

1

Koki Ando

Reappointment
Date of Birth: October 7, 1947 (74 years old)

Career summary, positions and responsibilities in the Company
Jul. 1973 Joined the Company
May 1974 Director, General Manager of Overseas Businesses Division, andGeneral Manager of Development Division of the Company
Apr. 1979 Managing Director, Head of Sales Headquarters of the Company
Jun. 1981 Representative Director, Senior Managing Director of the Company
Jul. 1983 Executive Vice President & Representative Director of the Company
Jun. 1985 President & Representative Director of the Company
Jan. 2007 Chairman of the Ando Foundation (Current)
Oct. 2008 President & Representative Director, CEO (Chief Executive Officer)of the Company (Current)
Aug. 2010 Chairman of Japan Association for the World Food Programme (Current)
Status of important concurrent holding of positions at other organizations
Chairman of the Ando Foundation
Chairman of Japan Association for the World Food Programme

Number of theCompany’s shares held:
122,726 shares
Tenure (at theconclusion of thisOrdinary General
Meeting of
Shareholders):
48years
Attendance at theBoard of Directors
meetings during thecurrent fiscal year:
10/10 (100%)

Reason for the nomination as a candidate for Director
Mr. Koki Ando has overseen the Company and the Group for many years as President & Representative Director. He has
strengthened the governance etc., which is the foundation of the Group’s management, and conducted appropriate oversightof executive operations and prediction and response to material risks, based on his good judgment and high-level expertise
supported by his extensive experience and achievements. He also played a leading role in formulating and executing theprevious Medium-Term Business Plan, which is at the core of the Group’s operations, and has greatly contributed to theimplementation and achievement of the said plan. As in the previous Medium-Term Business Plan, he is displaying strong
leadership in formulating and realizing the Medium-to Long-Term Growth Strategy, which began in April 2021.
Accordingly, the Company has determined that he is a necessary resource to increase the Group’s corporate value going
forward, and the Company reproposes him as a candidate for Director.
Special interest in the Company
The Company is engaged in building lease and the like with the Ando Foundation where Mr. Koki Ando serves as
Chairman.
The Company supports events and donates to Japan Association for the World Food Programme where Mr. Ando serves as
Chairman.

- 13 -

2

Noritaka Ando

Reappointment
Date of Birth: June 8, 1977 (44 years old)

Career summary, positions and responsibilities in the Company
Jun. 2004 Managing Director of the Ando Foundation
Mar. 2007 Joined the Company, General Manager of Corporate Planning Divisionof the Company
Feb. 2008 Executive Officer, General Manager of Corporate Strategy Division of the Company
Jun. 2008 Director, in charge of Marketing of the Company
Oct. 2008 Director, CMO (Chief Marketing Officer) of the Company
Number of theJun. 2010 Senior Managing Director, CMO of the Company
Company’s shares held:
Executive Vice President & Representative Director
36,613sharesof Nissin Food Products Co., Ltd.
Vice Chairman of the Ando Foundation (Current)
Tenure (at theApr. 2011 Senior Managing Director, CMO, and Chief Representative, Americas
conclusion of thisof the Company
Ordinary General
Apr. 2012 Senior Managing Director, CSO (Chief Strategic Officer),
Meeting ofand Head of Regional Headquarters of Asia of the Company
Shareholders):
Apr. 2014 Senior Managing Director, CSO, in charge of Marketing,
14 yearsand in charge of Production and Resourcing of the Company
Jun. 2014 Representative Director, Senior Managing Director, CSO,
Attendance at thein charge of Marketing, and in charge of SCM of the Company
Board of Directors
Apr. 2015 Senior Managing Director & Representative Director, CMO of the Company
meetings during thePresident & Representative Director of Nissin Food Products Co., Ltd. (Current)
current fiscal year:
Apr. 2016 Senior Managing Director & Representative Director of the Company
10/10 (100%)
Jun. 2016 Executive Vice President & Representative Director,
COO (Chief Operating Officer) of the Company (Current)
Status of important concurrent holding of positions at other organizations
President & Representative Director of Nissin Food Products Co., Ltd.
Reason for the nomination as a candidate for Director
Since joining the Company, Mr. Noritaka Ando has gained experience at core departments, particularly the strategy
department and the marketing department, and as a Director from 2008 to the present, has been responsible for management
decision-making and supervisory functions thereof regarding executive operations. At present, he is serving as Executive
Vice President & Representative Director of the Company and concurrently serving as President & Representative Directorof Nissin Food Products Co., Ltd., which is a core of the Group, and has greatly contributed to the development of theGroup, including the implementation of the previous Medium-Term Business Plan. In addition, he has made great efforts informulating the Medium- to Long-Term Growth Strategy that began in April 2021, and has displayed strong leadership as
COO and president of the operating company, including in driving growth of existing businesses and promoting new
businesses, in realizing this strategy.
Accordingly, the Company has determined that he is a necessary resource to increase the Group’s corporate value going
forward, and the Company reproposes him as a candidate for Director.
Special interest in the Company
None- 14 -

3

Yukio Yokoyama

Reappointment
Date of Birth: November 16, 1956 (65 years old)

Career summary, positions and responsibilities in the Company
Apr.
Apr.
Apr.
Apr.

1979
2005
2007
2008

Oct. 2008
Jan.
Jun.
Jun.
Apr.

2010
2010
2016
2021

Joined The Fuji Bank Limited (current Mizuho Bank, Ltd.)
General Manager of Shibuya Branch of Mizuho Bank, Ltd.
Executive Officer, General Manager of Shibuya Branch of Mizuho Bank, Ltd.
Joined the Company, Executive Officer, General Manager of Financial Division of
the Company
Executive Officer, General Manager of Finance and Accounting Divisionof the Company
President & Representative Director of Nissin Asset Management Co., Ltd.
Executive Officer, CFO (Chief Financial Officer) of the Company
Director, CFO of the Company
Director, CFO, and Managing Executive Officer of the Company
Director, CSO (Chief Strategy Officer), and Managing Executive Officer of theCompany (Current)

Status of important concurrent holding of positions at other organizations
None
Reason for the nomination as a candidate for Director
Since joining the Company after serving as Executive Officer of Mizuho Bank, Ltd., Mr. Yukio
Yokoyama has gained experience at finance and accounting department as Executive Officer andGeneral Manager of Finance and Accounting Division of the Company, and since 2010, he has
overseen the finance and accounting department as Director and CFO, he has greatly contributed
to the construction of a sturdy financial structure of the Group. In addition, he has implemented
upon the previous Medium-Term Business Plan as CFO and has made great efforts informulating the Medium- to Long-Term Growth Strategy that began in April 2021. He has
displayed strong leadership to realize this, since being appointed CSO in April 2021.
Accordingly, the Company has determined that his high level of expertise, knowledge, andbroad-ranging experience including the experience at his previous job, are necessary to increase
the Group’s corporate value going forward, and the Company reproposes him as a candidate for
Director.
Special interest in the Company
None- 15 -

Number of theCompany’s shares held:
2,367 shares
Tenure (at theconclusion of thisOrdinary General
Meeting of
Shareholders):
12 years
Attendance at theBoard of Directors
meetings during thecurrent fiscal year:
10/10 (100%)

4

Ken Kobayashi

Reappointment

OutsideDate of Birth: February 14, 1949 (73 years old)

Career summary, positions and responsibilities in the Company
Jul. 1971 Joined Mitsubishi Corporation
Apr. 2003 Senior Vice President, General Manager of Singapore Branch of Mitsubishi
Corporation
Jun. 2004 Senior Vice President, Division COO of Plant Project Div. of Mitsubishi
Corporation
Apr. 2006 Senior Vice President, Division COO of Ship, Aerospace & Transportation Systems
Number of theDiv. of Mitsubishi Corporation
Company’s shares held:
Jun. 2007 Member of the Board, Executive Vice President, and Group CEO of Industrial
9,303 shares
Finance, Logistics & Development Group of Mitsubishi Corporation
Apr. 2010 Senior Executive Vice President, Executive Assistant to President of Mitsubishi
Tenure (at the
Corporation
conclusion of thisJun. 2010 President and CEO of Mitsubishi Corporation
Ordinary General
Jun. 2011 Outside Director of the Company (Current)
Meeting ofApr. 2016 Representative Director, Chairman of the Board of Mitsubishi Corporation
Shareholders):
Jun. 2016 Chairman of the Board of Mitsubishi Corporation
11 years
Outside Director of Mitsubishi Heavy Industries, Ltd. (Current)
Outside Director of MITSUBISHI MOTORS CORPORATION (Current)
Attendance at the(Scheduled to retire in June 2022)
Board of Directors
meetings during the
Dec. 2021 Outside Director of Mitsubishi Research Institute, Inc. (Current)
current fiscal year:
Apr. 2022 Member of the Board, Corporate Advisor of Mitsubishi Corporation (Current)
9/10 (90%)(Scheduled to retire from the Director in June 2022)
Status of important concurrent holding of positions at other organizations
Member of the Board, Corporate Advisor of Mitsubishi Corporation
Reason for the nomination as a candidate for Outside Director and outline of expected role
Mr. Ken Kobayashi is nominated as a candidate for Outside Director due to the following reasons: Since joining Mitsubishi
Corporation, Mr. Ken Kobayashi has serviced various positions including General Manager of Singapore Branch, Division
COO of Plant Project Division, Division COO of Ship, Aerospace & Transportation Systems Division, Group CEO of
Industrial Finance, Logistics & Development Group, and the post of President and CEO from June 2010 to March 2016,
then Chairman of the Board from April 2016 to March 2022, chairing the Board of Directors, and assumed the post of
Corporate Advisor in April 2022. The Company has therefore nominated him as a candidate for Outside Director.
The Company judges that he will be necessary to improve the corporate value of the Group going forward since he hasabundant business experience in the Company and excellent insight based on his achievements as a manager of a general
trading company.
Due to the standpoints stated above, the Company expects him to fulfill the role of an overseer and supervisor of theexecution of Directors’ duties and to form opinions and make judgments from an objective standpoint especially when
making management decisions, from his perspective as the head of corporate management.
* Violations of laws and regulations or the Articles of Incorporation etc. at another stock companies at which the candidate
for Outside Director has held officeIn April 2016, it was found that Mitsubishi Motors Corporation, where Mr. Kobayashi serves as Non-Executive Director, hadengaged in improper conduct in the fuel consumption testing of its vehicles. In September 2016 Mitsubishi Motors was citedby the Ministry of Land, Infrastructure, Transport and Tourism for improper conduct in internal tests the company conducted
to re-verify fuel consumption values on the vehicles that had been subject to this improper conduct. Furthermore, in Januaryand July 2017 the company received a cease and desist order and a payment order for surcharge from the Consumer Affairs
Agency for violating the Act against Unjustifiable Premiums and Misleading Representations with regard to presentation inits catalogs and other materials of the Mitsubishi Motors vehicle models that had been the subject of improper conduct in fuelconsumption testing. In addition, in May 2018, Mitsubishi Motors Okazaki Plant was found to have failed to provide
technical intern training for certain technical intern trainees of foreign nationalities in accordance with the technical training
plan accredited by the Organization for Technical Intern Training. Subsequently, in January 2019, Mitsubishi Motors
Corporation received revocation of the accreditation of the technical training plan and an order for improvement pursuant to
the Act on Proper Technical Intern Training and Protection of Technical Intern Trainees.
Mr. Kobayashi had been unaware of these facts, but had provided reminders from the perspective of legal compliance on aregular basis at the Board of Directors meetings, etc. Also, after these facts came to light, he has fulfilled his responsibility
for calling for thorough studies and recurrence prevention.
Special interest in the Company
The Group is engaged in transactions including sales of products and procurement of materials with Mitsubishi Corporation
where Mr. Ken Kobayashi serves as Member of the Board, Corporate Advisor.

- 16 -

5

Masahiro Okafuji

Reappointment

OutsideDate of Birth: December 12, 1949 (72 years old)

Career summary, positions and responsibilities in the Company
Apr.
Jun.
Apr.
Jun.
Apr.
Apr.
Apr.
Jun.
Apr.

1974
2002
2004
2004
2006
2009
2010
2011
2018

Joined ITOCHU Corporation
Executive Officer of ITOCHU Corporation
Managing Executive Officer of ITOCHU Corporation
Managing Director of ITOCHU Corporation
Senior Managing Director of ITOCHU Corporation
Executive Vice President of ITOCHU Corporation
President & Chief Executive Officer of ITOCHU Corporation
Outside Director of the Company (Current)
Chairman & Chief Executive Officer of ITOCHU Corporation (Current)

Status of important concurrent holding of positions at other organizations
Chairman & Chief Executive Officer of ITOCHU Corporation
Reason for the nomination as a candidate for Outside Director and outline of expected role
Mr. Masahiro Okafuji is nominated as a candidate for Outside Director due to the following
reasons: Since joining ITOCHU Corporation, he has served primarily in textile business, assuming
posts of President of Textile Company, President of ITOCHU Corporation from April 2010 toMarch 2018, and the current post of Chairman & Chief Executive Officer since April 2018. He has
superior knowledge acquired through his abundant experience at ITOCHU Corporation and his
experience as a management executive of a general trading company. Accordingly, the Company
has determined that he is a necessary resource to increase the Group’s corporate value going
forward.
Due to the standpoints stated above, the Company expects him to fulfill the role of an overseerand supervisor of the execution of Directors’ duties and to form opinions and make judgmentsfrom an objective standpoint especially when making management decisions, from his perspective
as the head of corporate management.
* Violations of laws and regulations or the Articles of Incorporation etc. at another stockcompanies at which the candidate for Outside Director has held office
ITOCHU Corporation, where Mr. Masahiro Okafuji is Chief Executive Officer, received a ceaseand desist order from the Japan Fair Trade Commission due to a violation of the Anti-Monopoly
Act regarding the sales and supply of uniforms in January, February, July and October 2018. A
payment order for surcharge was also received together with the cease and desist order received
in October 2018.

Number of theCompany’s shares held:
9,303 shares
Tenure (at theconclusion of thisOrdinary General
Meeting of
Shareholders):
11years
Attendance at theBoard of Directors
meetings during thecurrent fiscal year:
10/10 (100%)

Special interest in the Company
The Group is engaged in transactions including sales of products and procurement of materials with ITOCHU Corporation
where Mr. Masahiro Okafuji serves as Representative Director.

- 17 -

6

Masato Mizuno

Reappointment

OutsideIndependent

Date of Birth: May 25, 1943 (79years old)

Career summary, positions and responsibilities in the Company
Mar.
May
Feb.
Jun.
May
May
Jun.
Oct.
Jul.
Jun.

1966
1978
1980
1983
1984
1988
2006
2012
2014
2016

Joined MIZUNO Corporation
Director of MIZUNO Corporation
Managing Director of MIZUNO Corporation
Executive Managing Director of MIZUNO Corporation
Executive Vice President of MIZUNO Corporation
President (CEO) of MIZUNO Corporation
Chairman of the Board of MIZUNO Corporation
Corporate Advisor of MIZUNO Corporation
Chairman of MIZUNO Corporation (Current)
Outside Director, Independent Director of the Company (Current)

Status of important concurrent holding of positions at other organizations
Chairman of MIZUNO Corporation
Reason for the nomination as a candidate for Outside Director and outline of expected role
Mr. Masato Mizuno is nominated as a candidate for Outside Director due to the following reasons:
He has extensive experience and superior knowledge gained through serving as a management
executive at MIZUNO Corporation for more than 30 years since joining this company.
Accordingly, the Company has determined that he is a necessary resource to increase the Group’s
corporate value going forward.
Due to the standpoints stated above, the Company expects him to fulfill the role of an overseerand supervisor of the execution of Directors’ duties and to form opinions and make judgmentsfrom an objective standpoint especially when making management decisions, from his perspective
as the head of corporate management and from his track record in leading discussions as
Chairperson of the Management Advisory Committee, an advisory body to the Board of Directorsof the Company.
There are no special dealings between the Group and MIZUNO Corporation, at which he serves
as Chairman. Thus, the Company has determined that there is no risk of a conflict of interest
with the shareholders in general, and the Company intends to designate him as Independent
Director.
Special interest in the Company
None- 18 -

Number of theCompany’s shares held:
3,955 shares
Tenure (at theconclusion of thisOrdinary General
Meeting of
Shareholders):
6 years
Attendance at theBoard of Directors
meetings during thecurrent fiscal year:
10/10 (100%)

7

Yukiko Nakagawa

Reappointment

OutsideIndependent

Date of Birth: June 3, 1964 (58 years old)

Career summary, positions and responsibilities in the Company
Apr. 1988 Joined Mitsui Trust Bank, Limited (current Sumitomo Mitsui Trust Bank, Limited)(Retired in July 1994)
Oct. 2006 Personnel Director of Toshiba-GE Turbine Services Co., Ltd. (Retired in May 2011)
Apr. 2010 Co-researcher of Keio Economic Observatory of Keio University (Current)
Apr. 2011 Visiting researcher of Institute for Transnational Human Resource Management ofWaseda University (Current)
Number of theSep. 2014 Personnel Director of Mizkan Holdings Co., Ltd. (Retired in December 2016)
Company’s shares held:
Apr. 2016 Professor of Graduate School of Business Administration of Rikkyo University
1,715(Retired in March 2021)
sharesJun. 2018 Outside Director of EDION Corporation (Retired in June 2019)
Mar. 2019 Outside Director of Renesas Electronics Corporation (Retired in March 2020)
Tenure (at theJun. 2019 Outside Director, Independent Director of the Company (Current)
conclusion of thisFeb. 2021 Outside Director of IWAKI & CO., LTD. (Current Astena Holdings Co., Ltd.)
Ordinary General(Current)
Meeting ofApr. 2021 Visiting Professor of Ichigaya Liberal Arts Center of Hosei University (Current)
Shareholders):
Jun. 2021 Outside Director of Toho Zinc Co., Ltd. (Current)
3 years
Sep. 2021 Outside Director of Macromill, Inc. (Current)
Attendance at the
Status of important concurrent holding of positions at other organizations
Board of Directors
Nonemeetings during thecurrent fiscal year:
10/10 (100%)
Reason for the nomination as a candidate for Outside Director and outline of expected role
Dr. Yukiko Nakagawa is nominated as a candidate for Outside Director due to the following reasons: She has been holding
teaching positions at educational institutions in Japan and overseas as a doctor of commercial science. In such ways andothers, she has accumulated many years of business experience as an expert in human resource management as well as
those of human resource development on a global scale, insight and knowledge as an academic. Accordingly, the Company
has determined that she is a necessary resource to increase the Group’s corporate value going forward.
Due to the standpoints stated above, although she has no experience of direct involvement in corporate management, theCompany expects her to fulfill the role of an overseer and supervisor of the execution of Directors’ duties by carrying out
roles of overseeing corporate management, providing advice and the like in an appropriate manner from an objective
viewpoint based on her high level of expertise and knowledge, while retaining independence and fairness. In addition, theCompany expects her to assertively state her opinions especially as an expert in international human resource management
as well as human resource development on a global scale and from her track record in leading discussions to support the
Chairperson of the Management Advisory Committee, an advisory body to the Board of Directors of the Company, as
Deputy Chairperson.
There are no special dealings between the Group and Astena Holdings Co., Ltd., at which she serves as Outside Director,
and Toho Zinc Co., Ltd., at which she serves as Outside Director. Although there are dealings between the Group andMacromill, Inc., the amount of those dealings is less than 0.4% of the net sales of either party. Thus, the Company has
determined that there is no risk of a conflict of interest with the shareholders in general, and the Company intends todesignate her as Independent Director.
Special interest in the Company
None- 19 -

8

Eietsu Sakuraba

Reappointment

OutsideIndependent

Date of Birth: May 30, 1956 (66 years old)

Career summary, positions and responsibilities in the Company
Apr. 1980
Jan. 2001
Oct. 2002
Jul. 2005
Apr. 2008
Jul. 2009
May 2011
Aug. 2011
Sep. 2011
Sep.
Jul.
Apr.
Sep.
Apr.

2012
2014
2016
2016
2020

Jun. 2020Feb. 2021

Joined the Ministry of Agriculture, Forestry and Fisheries (“MAFF”)
Head, Commodity Price Office, Consumer Affairs and Daily Living Section,
General Food Policy Bureau of the MAFF
Counsellor, Minister’s Secretariat of the MAFF
Head, Food Industry Promotion Division, General Food Policy Bureau of the
MAFF
Director-General, Hokkaido District Agriculture Office of the MAFF
Head, Information Assessment Division, Minister’s Secretariat of the MAFF
Councillor, Minister’s Secretariat and International Affairs Department andAgricultural Production Bureau of the MAFF
Deputy Director-General, General Food Policy Bureau of the MAFF
Councillor, Minister’s Secretariat and Food Industry Bureau and Agricultural
Production Bureau of the MAFF
Councillor, Minister’s Secretariat and Food Industry Bureau of the MAFF
Director-General, Food Industry Bureau of the MAFF
Councillor, Cabinet Secretariat (Concurrent) (Resigned in June 2016)
Executive Analyst, Yamato Group Research Institute (Retired in March 2021)
Visiting Professor, Faculty of Agriculture, Takasaki University of Health andWelfare (Current)
Outside Director , Independent Director of the Company (Current)
Chairman of Eco-friendly Plastic Packaging Association (Current)

Number of the Company’s
shares held:
454shares

Tenure (at theconclusion of thisOrdinary General
Meeting of
Shareholders):
2 years
Attendance at theBoard of Directors
meetings during thecurrent fiscal year:
10/10 (100%)

Status of important concurrent holding of positions at other organizations
None
Reason for the nomination as a candidate for Outside Director and outline of expected role
Mr. Eietsu Sakuraba is nominated as a candidate for Outside Director due to the following reasons: He served as DirectorGeneral of the Food Industry Bureau and in other senior roles in the Ministry of Agriculture, Forestry and Fisheries, and isalso holding a teaching position at Faculty of Agriculture of Takasaki University of Health and Welfare, in the subject on
the agricultural diversification, etc. He has extensive experience as mentioned above and superior knowledge as an expert
of food safety, reliability and environmental issues in the area of food. Accordingly, the Company has determined that he isa necessary resource to increase the Group’s corporate value going forward.
Due to the standpoints stated above, although he has no experience of direct involvement in corporate management, theCompany expects him to fulfill the role of an overseer and supervisor of the execution of Directors’ duties by carrying out
roles of overseeing corporate management, providing advice and the like in an appropriate manner from an objective
viewpoint based on his high level of expertise and knowledge, while retaining independence and fairness. In addition, theCompany expects him to assertively state his opinions especially as an expert of food safety, reliability and environmental
issues in the area of food.
There are no special dealings between Eco-friendly Plastic Packaging Association, at which he serves as Representative
Director and the Company. Thus, the Company has determined that there is no risk of a conflict of interest with theshareholders in general, and the Company intends to designate him as Independent Director.
Special interest in the Company
None- 20 -

9

Yuka Ogasawara

New appointment

OutsideIndependent

Date of Birth: November 10, 1975 (46 years old)

Career summary, positions and responsibilities in the Company
Apr. 1999
Sep. 2005
Dec. 2009
Apr. 2019
May. 2022

Joined Overseas Economic Cooperation Fund (current Japan Bank forInternational Cooperation) (Retired in August 2004)
Joined Bain & Company (Retired in November 2009)
Joined Japan International Cooperation Agency (JICA) (Retired in February
2019)
Impact Officer of Institute for the Advancement of Social Innovation (current
Japan Social Innovation and Investment Foundation) (Current)
Outside Audit & Supervisory Board Member of Rennovater Co., Ltd. (Current)

Number of the Company’s
shares held:
0 shares

Status of important concurrent holding of positions at other organizations
Impact Officer of Japan Social Innovation and Investment Foundation
Reason for the nomination as a candidate for Outside Director and outline of expected role
Ms. Yuka Ogasawara is nominated as a candidate for Outside Director due to the following reasons: She has more than 20
years business experience in activities that pursue profits while creating social impact (impact investment, etc.) between
different administrative, private and public sectors including international financial operations at a government financial
institution, private interest activities at a foreign consulting company, overseas assistance operations at Japan International
Cooperation Agency, and impact investment at a general foundation, as well as advanced and outstanding knowledge insustainability management. Accordingly, the Company has determined that she is a necessary resource to increase theGroup’s corporate value going forward.
Due to the standpoints stated above, although she has no experience of direct involvement in corporate management, theCompany expects her to fulfill the role of an overseer and supervisor of the execution of Directors’ duties by carrying out
roles of overseeing corporate management, providing advice and the like in an appropriate manner from an objective
viewpoint based on her expertise and knowledge, while retaining independence and fairness. In addition, the Company
expects her to assertively state her opinions especially as an expert of sustainability management.
There are no special dealings between the Group and Japan Social Innovation and Investment Foundation, at which she
serves as Impact Officer, and the Group and Rennovater, Co. Ltd., at which she serves as Outside Audit & Supervisory
Board Member. Thus, the Company has determined that there is no risk of a conflict of interest with the shareholders ingeneral, and the Company intends to designate her as Independent Director.
Special interest in the Company
None- 21 -

(Notes) 1. The officially registered name of a candidate for Outside Director Dr. Yukiko Nakagawa is Ms. Yukiko Schreiber.
2. The officially registered name of a candidate for Outside Director Ms. Yuka Ogasawara is Ms. Yuka Fujimura.
3. The Company has entered into an agreement with both Outside Director Mr. Ken Kobayashi and Mr. Masahiro
Okafuji as of June 29, 2011, with Outside Director Mr. Masato Mizuno as of June 28, 2016, with Outside Director
Dr. Yukiko Nakagawa as of June 26, 2019, and with Outside Director Mr. Eietsu Sakuraba as of June 25, 2020
respectively to limit the liability for damages provided in Paragraph 1, Article 423 of the Companies Act. The
contents are as stated in “(3) Summary of contents of agreements limiting liability of the Outside Directors andOutside Audit & Supervisory Board Members i)” of the Attached Documents (page 64) of this Notice of theOrdinary General Meeting of Shareholders. If the re-elections of the five (5) candidates are approved, theCompany shall renew the agreement with the five (5) candidates. If Ms. Yuka Ogasawara is elected as Director,
the Company plans to enter into the same agreement with her as of June 28, 2022.
4. The Company has entered into a directors and officers liability insurance policy under which all the Directors are
insured persons so that they can fully demonstrate their expected roles in executing their duties while theCompany attract capable human resources. If this proposal is approved as originally proposed and they areappointed as Directors, they will be insured under this insurance policy. The policy covers damage that may arise
from the assuming liabilities in connection with their execution of duties or claims filed against them for suchliabilities. However, there are certain exemptions such as that damage would not be covered if it is caused by actstaken under recognition of violating laws and regulations. This insurance policy is to be renewed in August 2022.
5. The Company has registered Mr. Masato Mizuno, Dr. Yukiko Nakagawa and Mr. Eietsu Sakuraba as Independent
Directors pursuant to the provisions of the Tokyo Stock Exchange. If their re-elections are approved, the Company
shall register them again as Independent Directors. If Ms. Yuka Ogasawara is elected as Director, the Company
plans to register her as Independent Director as provided for by the aforementioned exchange.
6. Candidates’ ages are as of the date of publication of this Notice of the Ordinary General Meeting of Shareholders(June 6, 2022).
7. Mr. Ken Kobayashi, Mr. Masahiro Okafuji, Mr. Masato Mizuno, Dr. Yukiko Nakagawa, Mr. Eietsu Sakuraba and
Ms. Yuka Ogasawara are candidates for Outside Directors.
8. The terms of office of both Mr. Ken Kobayashi and Mr. Masahiro Okafuji as Outside Director are eleven(11)years, expiring upon the conclusion of this Ordinary General Meeting of Shareholders. The term of office of Mr.
Masato Mizuno as Outside Director is six (6) years, expiring upon the conclusion of this Meeting. The term ofoffice of Dr. Yukiko Nakagawa as Outside Director is three (3) years, expiring upon the conclusion of this Meeting.
The term of office of Mr. Eietsu Sakuraba as Outside Director is two (2) years, expiring upon the conclusion ofthis Meeting.
9. Mr. Ken Kobayashi is currently Member of the Board, Corporate Advisor of Mitsubishi Corporation which is aSpecified Related Business Operator of the Company and has served as an executive for the said company in thepast ten (10) years. In addition, Mr. Masahiro Okafuji is currently Chairman & Chief Executive Officer of
ITOCHU Corporation which is a Specified Related Business Operator of the Company and has served as an
executive for the said company in the past ten (10) years.

- 22 -

(Reference) Policy for Selection of Candidates for Directors and Dismissal of Directors▍ Composition of the Board of Directors and Criteria for Selection of Candidates for Directors and Dismissal of Directors
In order to develop the Group’s operations in Japan and overseas under its philosophy, “EARTH FOOD CREATOR,” theGroup selects candidates who possess extensive experience, deep insight, and advanced specialization, while
comprehensively taking into account the balance of knowledge, experience, and capabilities; diversity in fields of not only
specialization, gender and age but also race and ethnic group and nationality and national origin; and appropriateness of scaleof the Board of Directors as a whole, among other things.
Candidates for Internal Directors are selected from those people who are involved in Group management, such as
Executive Officers, Chief Officers, Presidents of operating companies, and Chief Representatives in each area, in addition to
President & Representative Director, CEO, Executive Vice President & Representative Director, COO.
Candidates for Outside Directors are selected from those who, as well as satisfy the standards of the Companies Act, aremanagement executives, academic experts and the like, based on their deep insight and advanced specialization with extensive
experience in domestic and overseas economics, finance, industry trends, corporate strategy, marketing, advanced research,
etc., and who are capable of not only checking in the Board of Directors meetings from an objective standpoint the legalityof management and the appropriateness of decision-making in the execution of duties, but also, the Group expects, the those
providing advice leading to business activities that will enhance corporate value in the Board of Directors meetings, etc.
As for the procedures for the above, candidates are decided by the Board of Directors after the appropriateness of them isdeliberated and verified by the Management Advisory Committee.
Based on the foregoing, candidates for members of the management team (meaning Representative/Managing Directors
and Managing Executive Officers; hereinafter the same shall apply) are selected from among, in principle, those elected as
Directors and Executive Officers who have strong ownership and a sense of responsibility toward realization of the Group
Philosophy; a high level of decisiveness, ability to achieve breakthroughs, people skills, morals and a sense of justice, whichlead them to gain confidence of a wide range of parties inside and outside of the Company; extensive experience andknowledge of management as well as an enterprising spirit for psychological insight; and a high level of decision-making
capabilities, in addition to the past achievements; and the Board of Directors determines whether such candidates are suitablefor being members of the management team upon consultation with the Management Advisory Committee.
Dismissal of a member of the management team shall be determined by the Board of Directors based on the periodic
deliberation on their performance at an Management Advisory Committee meeting on annual basis and, in any event suspectedof falling under any of the dismissal criteria ((i) causing actual or potential significant losses or operational disruptions to theGroup by breaching laws or regulations, the Articles of Incorporation and internal regulations including the Code of Conduct,
etc.; (ii) causing significant interference with execution of duties; and (iii) being found to be unqualified in terms of any of
the requirements in the selection criteria), the deliberation and assessment of whether to dismiss the member by theManagement Advisory Committee.
▍ Criteria for Assessing Externality and Independency of Independent Outside Directors
The Company appoints eligible Directors as independent outside directors in accordance with requirements for outside
directors defined in the Companies Act and the criteria for independency defined by the Tokyo Stock Exchange.

- 23 -

Proposal 4:

Election of One (1) Audit & Supervisory Board Member

The term of office of Mr. Masahiko Sawai, an Audit & Supervisory Board Member, will expire at theconclusion of this Ordinary General Meeting of Shareholders. Therefore, the Company requests to elect one(1) Audit & Supervisory Board Member.
The candidate for Audit & Supervisory Board Member is as follows.
The Audit & Supervisory Board has approved this proposal.

Masahiko Sawai

Reappointment
Date of Birth: June 29, 1958 (63 years old)

Career summary and positions in the Company
Apr.
Sep.
Oct.
Mar.
Sep.
Mar.
Jun.

1982
2007
2008
2014
2017
2018
2018

Joined the Company
General Manager of Financial Division of the Company
General Manager of Finance and Accounting Division of the Company
Director, Executive Vice-President, CFO of NISSIN FOODS (U.S.A.) CO., INC.
General Manager of Finance and Accounting Division of the Company
Head of Auditors’ Office of the Company
Audit & Supervisory Board Member (Full-time) of the Company (Current)

Significant concurrent positions at other organizations
None

Number of the Company’s
shares held:
3,375 shares

Tenure (at theconclusion of thisOrdinary General
Meeting of
Shareholders):
4 years
Attendance at theBoard of Directors
meetings during thecurrent fiscal year:
10/10 (100%)
Attendance at the
Audit & Supervisory
Board meetings during
the current fiscal year:
11/11 (100%)

Reason for the nomination as a candidate for Audit & Supervisory Board Member
Since joining the Company, Mr. Masahiko Sawai has been assigned to positions in finance and accounting divisions inJapan and overseas (Hong Kong and the U.S.) and gained experience as General Manager of Finance and Accounting
Division, and CFO of NISSIN FOODS (U.S.A.) CO., INC. through which he has acquired deep insight and high level ofexpertise in the financial structure of the operating companies and governance. In addition, he has displayed auditing
function as an Audit & Supervisory Board Member, having concurrently been an Audit & Supervisory Board Member of
the Group companies as Audit & Supervisory Board Member, since 2018 and enhancing the coordination between the
Board of Directors and the internal audit department.
Accordingly, the Company has determined that he can utilize his expertise to the Group’s auditing, and the Company
proposes him as a candidate for Audit & Supervisory Board Member.
Special interest in the Company
None- 24 -

(Note)The Company has entered into a directors and officers liability insurance policy under which all the Audit &Supervisory Board Members are insured persons so that they can fully demonstrate their expected roles in executing
their duties while the Company attract capable human resources. If this proposal is approved as originally proposed
and the candidate is appointed as Audit & Supervisory Board Member, the candidate will be insured under thisinsurance policy. The policy covers damage that may arise from the assuming liabilities in connection with their
execution of duties or claims filed against them for such liabilities. However, there are certain exemptions such asthat damage would not be covered if it is caused by acts taken under recognition of violating laws and regulations.
This insurance policy is to be renewed in August 2022.

(Reference) Policy for Selection of Candidates for Audit & Supervisory Board Members▍ Composition of the Audit & Supervisory Board and Criteria for Selection of Candidates for Audit & Supervisory Board
Members
Based on the Companies Act and other laws and regulations, as well as the Articles of Incorporation and other regulations,
the Audit & Supervisory Board audits the process of decision-making by the Directors and the status of their execution ofduties.
The number of the Audit & Supervisory Board Members is four or fewer, the majority of whom are Outside Audit &Supervisory Board Members.
The criteria for selecting candidates for Audit & Supervisory Board Members (internal) is to select people who can perform
auditing and ensure management soundness from a perspective based on extensive operational experience in the Group.
The criteria for selecting candidates for Outside Audit & Supervisory Board Members is to select people who satisfy thestandards of the Companies Act, and who has extensive experience and advanced specialization, which are necessary foraudit.
As for the procedures for the above, candidates are decided by the Board of Directors after the appropriateness of them isdeliberated and verified by the Management Advisory Committee and after obtaining the approval of the Audit & Supervisory
Board.
▍ Criteria for Assessing Externality and Independency of Independent Outside Audit & Supervisory Board Members
The Company appoints eligible Audit & Supervisory Board Members as independent outside audit & supervisory board
members in accordance with requirements for outside audit & supervisory board members defined in the Companies Act andthe criteria for independency defined by the Tokyo Stock Exchange.

- 25 -

(Reference) Skill Matrix (In the event that Proposals 3 and 4 are approved as originally proposed)
Skill
Name

Koki Ando

Noritaka Ando

Yukio
Yokoyama

Positions andresponsibilities

Independence

President &Representative
Director, CEO(Chief Executive
Officer)
Executive Vice
President &Representative
Director, COO(Chief Operating
Officer)
Director, CSO(Chief Strategy
Officer), andManaging
Executive Officer

Corporate
Brand
manage strategy
-ment

〇

〇

〇

〇

MasahiroOkafuji

Outside Director〇〇

Masato Mizuno

Outside Director

〇

〇

〇

YukikoNakagawa

Outside Director〇

Eietsu Sakuraba

Outside Director〇

Yuka
Ogasawara

Outside Director〇

Chisugi Mukai

StructuralreformFinanceandaccounting

Risks
and
legal
affairs

〇

〇

〇

〇

〇

Naohiro Kamei〇〇

Outside Director

Audit &
Supervisory
Board Member(Full-time)
Outside Audit &Supervisory Board
Member (Fulltime)
Outside Audit &Supervisory Board
MemberSustainability〇

Ken Kobayashi

Masahiko
Sawai

Food
tech

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

- 26 -

<Details of each skill and reasons for selection>
Skill

Details and reasons for selection

Corporate management

In order to formulate and execute a medium- to long-term sustainable growth strategy amid a
dramatically changing business environment, it is necessary to have a solid knowledge,
experience, and achievements in overall corporate management.

Brand strategy

In order to further clarify and establish the core values of “CUP NOODLES,” which hasreached the stage that it can be called a global brand, and the competitive advantage of eachoverseas region, and to continue to grow over the medium to long term by steadily increasing
sales and profits even in mature markets such as Japan, it is necessary to have a wealth ofknowledge and experience regarding brand strategy.

Food tech

In order to achieve(i) further advancement and development of the Company’s high technological capabilities;(ii) the realization of a stable supply of safe, secure, and high-quality products incorporating
advanced technologies; and(iii) the creation of a new food culture that makes full use of creativity and food tech and therealization of the development of a complete food business as a FUTURE FOOD CREATOR,
it is necessary to have knowledge that can make various innovations in the food field, andsolid knowledge and experience in each field of quality, production, and technology
development.

Sustainability

In order to promote CSV management for the realization of the vision and sustainable growth,and to realize the challenge of effective utilization of limited resources and mitigation ofclimate change impact (EARTH FOOD CHALLENGE 2030), a wealth of knowledge andexperience in the field of sustainability is necessary.

StructuralreformIn order to realize an innovative organization that continues to implement strategies and create
Human resources a new food culture, and to define and implement the NISSIN-style transformation roadmap,
and organizations a wealth of knowledge and experience in the human resources and organizational fields isnecessary.

IT

In an environment where IT technology is changing rapidly, a wealth of knowledge andexperience in the digital field is required to promote the company-wide activity theme NBX(NISSIN Business Transformation) aiming to transform the business model itself not limited
to pure digitalization.

Finance and accounting

In addition to accurate financial reporting, solid knowledge and experience in the financial
and accounting fields are necessary to build a strong financial base, promote growthinvestments to achieve sustainable enhancement of corporate value, and formulate financial
strategies that enhance shareholder returns.

Risks and legal affairs

In order to establish an appropriate governance system that is the foundation of sustainableenhancement of corporate value and realize a stable supply of food, which is our mission, it
is necessary to have solid knowledge and experience in the fields of risk management,
corporate governance, and law.

- 27 -

Proposal 5Introduction of Performance-linked and Share-based Remuneration
Plan for Directors

Reasons and rationale for the proposal
The Company has decided to introduce a new performance-linked and share-based remuneration plan (the“Plan”) in the form of a Board Benefit Trust (BBT) for Directors and Executive Officers of the Company andsome of the Directors of subsidiaries designated by the Company (“Eligible Subsidiaries”) (excluding
Outside Directors of the Company and Eligible Subsidiaries; hereinafter the “Eligible Officers”). This
proposal requests approval of introduction of the Plan for Directors of the Company (excluding Outside
Directors). In the event that Proposal 3 is approved as originally proposed, the number of Directors of theCompany shall be nine (of which six are Outside Directors) and the number of Directors who are subject to
the Plan shall be three as of the conclusion of this Ordinary General Meeting of Shareholders. Because thePlan is being designed in an integrated manner to cover both Executive Officers of the Company and some
Directors of Eligible Subsidiaries (excluding Outside Directors), we are providing, as needed, an explanationof the entire plan associated with Eligible Officers below.
The Plan further clarifies the link between Director remuneration and the Company’s financial results andstock price. By not only benefitting Directors when the Company’s stock price rises, but also by making the
Directors bear the risk of the stock price falling together with our shareholders, the Plan aims to heighten
their attention toward contributing to boosting the Company’s financial results and increasing its corporate
value over the medium to long term. Moreover, as it aligns with the fiscal 2022 Policy for Determining the
Details of Compensation, etc. for Individual Directors, the Company believes that the contents of the proposal
are reasonable.
In a separate scope from the amount of remuneration for Directors approved at the 68th Ordinary General
Meeting of Shareholders held on June 28, 2016 (up to ¥700 million per year, of which up to ¥100 million peryear is for Outside Directors; however, not including the amount of employee salaries for Directors who
concurrently serve as employees), the Company is establishing remuneration based on the Plan as
remunerations, etc. for Directors.
At the 60th Ordinary General Meeting of Shareholders held on June 27, 2008, and the 73rd Ordinary
General Meeting of Shareholders held on June 25, 2021, approvals were gained for the remuneration amountof up to ¥500 million per year for stock acquisition rights allotted as remuneration-type stock options to theCompany’s Directors, and for the specific details of the stock acquisition rights in question, both of which
remain in effect to this day. If this proposal is approved, the remuneration-type stock option remuneration
framework previously approved will be abolished, and after the conclusion of this meeting, no new stockacquisition rights will be granted as remuneration-type stock options to Eligible Officers as consideration forthe performance of their duties. Note, however, that whether or not this remuneration framework is abolished,of the share acquisition rights granted as remuneration-type stock options to Eligible Officers as consideration
for the performance of their duties prior to this meeting, any unexercised share acquisition rights shall remain
exercisable.
1.

2.

Specific calculation method and details of the amount of remuneration associated with the Plan
(1) Outline of the Plan
The Plan is a share-based remuneration plan in which money provided by the Company is used to fundthe acquisition of the Company’s shares through a trust (hereinafter, the trust established through the Plan
is known as the “Trust”), and according to the Share Delivery Regulations for Officers established by theCompany and Eligible Subsidiaries (hereinafter, simply the “Share Delivery Regulations for Officers”),
the Company’s shares or an amount of money equivalent to the Company’s shares converted to cash at
market price (the “Company’s Shares, Etc.”) is paid to Eligible Officers. The Company’s Directors(excluding Outside Directors) and Executive Officers will be paid performance-linked and share-based
remuneration linked to the achievement ratio of the Company’s consolidated performance indicators
during each of the eligible periods. For some of the Directors of Eligible Subsidiaries (excluding Outside
Directors), those who concurrently serve as Directors or Executive Officers of the Company will be paid
performance-linked and share-based remuneration linked to the achievement ratio of the Company’s
consolidated performance indicators during each of the eligible periods, and those who do notconcurrently serve as Directors or Executive Officers of the Company will be paid fixed share-based
remuneration that is not linked to the Company’s performance, according to their position.
- 28 -

(2) Those eligible for the Plan
The Directors and Executive Officers of the Company and some of the Directors of Eligible
Subsidiaries (excluding Outside Directors of the Company and Eligible Subsidiaries.)(3) Trust period
The trust period is from August 2022 (planned) until the termination of the Trust. (Regarding the trust
period of the Trust, the date of termination of the Trust shall not be specified and the Trust will continue
as long as the Plan is not terminated. The Plan shall terminate upon the delisting of the Company’s sharesor abolition of the Share Delivery Regulations for Officers, or in certain other cases.)(4) Trust amountThe Company is introducing the system for the period of three fiscal years beginning with the fiscal
year starting April 1, 2022 and ending with the fiscal year starting April 1, 2024 as the initial eligible
period, and the periods of every three fiscal years with each fiscal year as the first year, starting on April
1, 2023, as the eligible periods (the period of three fiscal years starting on April 1, 2022 is known as the“Initial Eligible Period” below, and both the Initial Eligible Period and every period of three fiscal years
starting on April 1, 2023 and thereafter are collectively known as “Eligible Periods”). To distribute theCompany’s Shares, Etc. to Eligible Officers, the Company will provide the following money to the Trustto fund the acquisition of the Company’s shares by the Trust.*
At the time that the Trust is established (scheduled for August 2022), the Company will provide up to¥1,860 million (¥930 million for the Company’s Directors) as the funds required to acquire theCompany’s shares for the Initial Eligible Period (“Share Acquisition Funds”) to establish the Trust.
Furthermore, until the Plan is terminated, in principle every fiscal year, the Company will provide up
to an additional ¥1,860 million (¥930 million for the Company’s Directors) as Share Acquisition Funds
for the Eligible Period for which the fiscal year in question is the first year. However, when this additional
money is provided, where the Company’s shares (of the shares acquired in the Eligible Periods that havealready begun or elapsed, this excludes the Company’s shares that have already been distributed to
Eligible Officers for each of the Eligible Periods or which could be distributed to Eligible Officers in the
future; hereinafter the “Residual Shares”) or money (of the money that has already been provided foreach of the Eligible Periods that have already begun or elapsed, this excludes money that has alreadybeen used as funds to acquire the Company’s shares or for necessary costs such as trust fees, etc., andmoney that is planned to be used for those purposes; together with “Residual Shares,” hereinafter the“Residual Shares, Etc.”), the amount of Residual Shares, Etc. (market prices on the final day of the
Eligible Period immediately ended will be used for the amount of Residual Shares) and the additional
money provided, in total, shall not exceed ¥1,860 million (¥930 million for the Company’s Directors).
*
The actual amount of money the Company provides to the trust, in addition to the above Share
Acquisition Funds, includes the expected amount of required costs such as trust fees, etc.
(5) Acquisition method of the Company’s shares and number of shares to be acquired by the Trust
The Trust shall acquire the Company’s shares through the stock market on which the Company’s sharesare listed or by way of subscribing to the disposition of the Company’s treasury shares, using the money
contributed in accordance with (4) above as the funds. The maximum number of Confirmed Points(defined in (6) below. Same hereinafter.) granted to Eligible Officers based on the plan, per (6) below, is
200,000 points per Eligible Period (100,000 points for the Company’s Directors). Therefore, themaximum number of the Company’s shares that can be acquired by the Trust per Eligible Period is
200,000 shares (100,000 shares for the Company’s Directors). Furthermore, the maximum number ofConfirmed Points granted to Eligible Officers each fiscal year is 110,000 points (55,000 points for theCompany’s Directors).**
The “maximum number of Confirmed Points granted to Eligible Officers each fiscal year” is thenumber of points produced by multiplying the maximum number of provisional points (defined in(6) below. Same hereinafter.) granted to Eligible Officers each fiscal year by the maximum valueof the performance coefficient decided based on the achievement ratio of consolidated performanceindicators in the Eligible Period to which the provisional points are attached (where provisional- 29 -

points granted in one fiscal year are divided and attached to multiple Eligible Periods, the sum totalof the number of points produced by multiplying the number of provisional points attached to each
Eligible Period by the maximum value of the performance coefficient decided based on theachievement ratio of consolidated performance indicators in the specific Eligible Period to which
the provisional points are attached). Same below.
(6) Specific calculation method for the number of the Company’s shares granted to Eligible Officers
Starting from 2023, each year, shortly after the day that the Ordinary General Meeting of Shareholders
is held, a number of points decided in consideration of position based on the Share Delivery Regulations
for Officers will be provisionally granted to Eligible Officers as consideration for the execution of theirduties for the one-year period starting on the day of the previous year’s Ordinary General Meeting of
Shareholders (“Period of Execution of Duties”) (hereinafter, points provisionally granted are known as“Provisional Points”). In other words, the Provisional Points corresponding to the Period of Execution of
Duties that begins during the fiscal year starting April 1, 2022 (one-year period starting on the day theOrdinary General Meeting of Shareholders is held in 2022) will be granted shortly after the Ordinary
General Meeting of Shareholders held in 2023, and the same shall apply thereafter. Furthermore, where
the start of the Period of Execution of Duties belongs to multiple Eligible Periods, the Provisional Points
granted as consideration for the execution of duties during the Period of Execution of Duties in question
will be divided by the number of Eligible Periods in question and recorded as attached to each Eligible
Period. For example, if 150 Provisional Points are granted after the day of the Ordinary General Meetingof Shareholders held in 2025, those Provisional Points are granted as consideration for the execution ofduties for the one-year Period of Execution of Duties starting on the day of the Ordinary General Meetingof Shareholders held in 2024. However, the date of the Ordinary General Meeting of Shareholders heldin 2024, the starting day of the Period of Execution of Duties in question, belongs to three Eligible
Periods: the Eligible Period for which the fiscal year starting April 1, 2024 is the first year, the Eligible
Period for which the same fiscal year is the second year, and the Eligible Period for which the same fiscal
year is the third year. As such, 150 Provisional Points for the one year will be divided by three and evenly
attached to each Eligible Period, 50 points each. Furthermore, as the Provisional Points are granted asconsideration for the execution of duties during the Period of Execution of Duties, Provisional Points
will be granted proportional to each Eligible Officer’s term in office during the Period of Execution of
Duties (for example, if an Eligible Officer retires early and has served only for nine months during a
Period of Execution of Duties, they will be granted nine twelfths of their Provisional Points).
After the lapse of each Eligible Period, based on the Share Delivery Regulations for Officers, the total
number of Provisional Points attached to the Eligible Period granted to Eligible Officers are multipliedby the performance coefficient decided based on the achievement ratio of consolidated performanceindicators in the Eligible Period in question, and the points thus adjusted will become confirmed (the“Confirmed Points”).*
The maximum number of Confirmed Points granted to Eligible Officers per Eligible Period is 200,000
points (100,000 points for the Company’s Directors).
This number was decided through a comprehensive consideration of the current levels of officer
remuneration being paid, trends in the number of Eligible Officers and future outlook, and the Company
believes that the number is reasonableAs for the Confirmed Points, when the Company’s Shares, Etc. are granted per (7) below, one
Confirmed Point is converted into one common share of the Company (however, after this proposal isapproved, where there is a share split, gratis allotment, or consolidation of shares, based on that ratio,
reasonable adjustments will be made to the maximum number of Provisional Points grated to Eligible
Officers for each Eligible Period, the number of Provisional Points already granted, and the number ofConfirmed Points). The ratio of the number of shares corresponding to the maximum number ofProvisional Points granted to Eligible Officers in one fiscal year (110,000 shares, of which 55,000 sharesare for the Company’s Directors) to total issued shares (as of March 31, 2022, after excluding treasury
shares) is approximately 0.107%.
*
However, of the Eligible Officers, some of the Directors of Eligible Subsidiaries (those notconcurrently serving as Directors or Executive Officers of the Company) will be excluded from theadjustment using the performance coefficient.
Furthermore, at the point that an Eligible Officer comes to satisfy the beneficiary conditions- 30 -

provided in (7) below during an Eligible Period already in progress, where the Eligible Period
includes a fiscal year that has already been completed, the number of Provisional Points granted asconsideration for the execution of duties during the Period of Execution of Duties which started on
the day the Ordinary General Meeting of Shareholders was held during the fiscal year in question
will be adjusted based on the achievement ratio of consolidated performance indicators associatedwith the fiscal year in question (where there are multiple fiscal years that have already ended, themultiple fiscal years in question), and become Confirmed Points. Furthermore, at the point that an
Eligible Officer comes to satisfy the beneficiary conditions provided in (7) below during an Eligible
Period already in progress, where the Eligible Period includes a fiscal year that has not yet been
completed, the Provisional Points granted as consideration for the execution of duties for the Periodof Execution of Duties which starts on the day the Ordinary General Meeting of Shareholders isheld during the fiscal year in question will become Confirmed Points as is, and in this case no
adjustments to the number of points will be made based on the achievement ratio of consolidated
performance indicators.
(7) Provision of the Company’s Shares, Etc.
Under the Plan, the Company’s Shares, Etc. are only granted to the Company’s Directors after they
retire. Specifically, when a Director of the Company comes to satisfy the beneficiary conditions*1
stipulated in the Share Delivery Regulations for Officers, such as by retirement, through the designatedprocedures to determine beneficiaries,*2 after their retirement the Director in question will be granted by
the Trust a number of the Company’s shares converted from the Confirmed Points granted according to
the provisions of (6) above. However, where conditions stipulated in the Share Delivery Regulations for
Officers are met, for a certain portion of the shares, instead of being granted the Company’s shares the
Director in question may be granted cash corresponding to the market price of the Company’s shares.
Furthermore, where cash is granted the Company’s shares may have to be sold from the Trust.
*1 In the case that a Director of the Company retires (including retirement during an Eligible Period),they will be considered to have satisfied the beneficiary conditions. However, if the Director inquestion is dismissed through a resolution by the General Meeting of Shareholders, or a resolution
is made by the Board of Directors to propose their dismissal at a General Meeting of Shareholders,or they retire during their term due to certain illegal activities, or if they engage in otherinappropriate actions during their term causing damages to the Company, they will not be
considered to have satisfied the beneficiary conditions.
*2 The specific details of the procedures to determine beneficiaries are (i) submitting the
documentation designated by the Company, (ii) notifying the Company of the information it deems
necessary on their securities company account to receive distribution of the Company’s shares ortheir financial institution account to receive distribution of cash.
(8) Exercise of voting rights
The voting rights of the Company’s shares within the Trust account shall not be exercised, without
exception, in accordance with the instruction of the trust administrator. This is intended to ensure theneutrality in the Company’s management in relation to the exercise of voting rights of the Company’s
shares within the Trust account.
(9) Handling of dividends
The dividends of the Company’s shares within the Trust account shall be received by the Trust andmainly used for the acquisition of the Company’s shares or trust fees to the trustee pertaining to the Trust.
Furthermore, when the Trust is terminated, dividends, etc. remaining in the Trust will be distributed to
Eligible Officers serving at that time proportional to the number of points they hold (not only Confirmed
Points, but including Provisional Points) according to the provisions of the Share Delivery Regulations
for Officers.
(10) Handling the termination of the Trust
The Trust shall be terminated with the occurrence of an event such as delisting of the Company’s
shares or abolition of the Share Delivery Regulations for Officers. The Company’s shares in the residual- 31 -

assets of the Trust at the time of the termination of the Trust shall be wholly acquired by the Company
without contribution, and canceled by resolution of the Board of Directors. As for the monetary portionof the residual assets of the Trust at the time of the termination of the Trust, the amount remaining after
deducting the amount to be paid to Eligible Officers according to (9) above shall be provided to theCompany.

- 32 -

(Reference) Policy for Determining the Details of Compensation, etc. for Individual Directors
If this proposal is approved and adopted as originally proposed, the Company plans to change the
Policy for Determining the Details of Compensation, etc. for Individual Directors as summarized below.
Remuneration for Directors under the new remuneration plan consists of the “basic remuneration”
paid according to position and role importance of the Directors as well as corporate performance andindividual performance and the “performance-linked and share-based remuneration” for the purpose ofincreasing motivation and incentives toward the contribution to sustained improvement of businessperformance and enhancement of corporate value over the medium to long term. “basic remuneration,”
paid monthly in cash, consists of a fixed portion based on the position and role of the Director and aperformance-linked portion that is linked to the Company’s business performance and the degree ofindividual performance. For the “performance-linked and share-based remuneration,” a number of shareslinked to performance is calculated every three fiscal years, the aggregate of which is to be provided at
the time of retirement or death. Furthermore, in consideration of the characteristics of the duties of
Outside Directors and of the auditing operations of the Audit & Supervisory Board members, theperformance-based element has been excluded from remuneration, and they are paid only the fixed
portion of “basic remuneration.”
The Company has formulated the Determination Standard for Director Remunerations as the policy todetermine the details of the remuneration, etc. for each director that provides the composition of
remuneration, etc., the level of remuneration for each position and role, selection of performanceindicators and the method of reflecting such indicators in the remuneration, etc. The Determination
Standard for Director Remunerations was formulated aiming at increasing the Company’s medium- tolong-term corporate value, boosting Director morale and the desire to contribute to improving theCompany’s business performance. All such contents are deliberated by the Management Advisory
Committee that serves as an advisory body to the Board of Directors, the majority of which is comprisedof Independent Outside Directors. With the consent of the “Management Advisory Committee”, thedetails are determined through a resolution by the Board of Directors.
Through a resolution by the Board of Directors, the Company is delegating the determination of partof the contents of the remuneration, etc. for each Director to President & Representative Director, CEO,Koki Ando. The authority is delegated to determine the contents of the basic remuneration for each
Director in accordance with the Determination Standard for Director Remunerations, within the limit of
the remuneration for Directors (basic remuneration) that is adopted by a resolution of the General
Meeting of Shareholders. When the authority is exercised it is exercised in accordance with the
Determination Standard for Director Remunerations which has been deliberated and consented by theManagement Advisory Committee, ensuring appropriate exercise of such authority.
The Company deems that it is best to delegate individual Directors’ evaluations, from the standpointof the degree of contribution to company-wide businesses and business performance, to theRepresentative Director.
The levels of remuneration have been decided referencing statistical levels of a group of benchmark
companies of the same scale and industry and after an evaluation of the validity of the levels by theManagement Advisory Committee. The composition ratio of performance-linked and share-based
remuneration based on the new system to total remuneration has also been set based on trends in a groupof benchmark companies of the same scale and industry. The ratio of basic remuneration to performancelinked and share-based remuneration, after the transition to the new system, is designed to fall within therange of approximately 80-87% for basic remuneration and approximately 13-20% for performancelinked and share-based remuneration.
The “basic remuneration,” provided monthly, consists of a fixed portion based on the position and therole of the Director and a performance-linked portion that is linked to the company’s businessperformance and the degree of individual performance. The performance-linked portion is designed tovary within the range of up to 20% of the base amount depending on the actual results of “consolidated
performance indicators” of the Company and also within the same range for the results of “individual
performance evaluation,” within the range of up to 40% both indicators combined, and will be reflectedin the performance-linked portion of the “basic remuneration” for the following fiscal year.
From the standpoint of simplicity and in the interest of contributing to increased short-term revenue,
the consolidated performance indicators use the degrees of achievement toward plans for “revenue,”- 33 -

representing the earning power of core businesses among the Company’s overall performance, and “profit
attributable to owners of the parent” signifying the ultimate responsibility to shareholders.
To evaluate individual performance, based on a belief that the individual performance accomplishedthrough business execution is tied to the business performance of the Company, the Company clarifies
the individual responsibility and contribution, and evaluates the degree of accomplishment towards theplans and year-on-year variance.
The “performance-linked and share-based remuneration,” by linking Directors’ remuneration to theCompany’s stock price and sharing interest with shareholders, aims to increase the Company’s mediumto long-term corporate value and boost Director morale and the desire to contribute to improved results.
In the share-based remuneration system, based on the Share Delivery Regulations for Officers, each
Director is granted Provisional Points based on their position, and for every performance measurement
period of three fiscal years, the number of points is adjusted using a performance coefficient decided
based on the achievement ratio of consolidated performance indicators during the period in question, tobe granted as Confirmed Points. Then, when the Director in question retires or dies, a number of theCompany’s shares acquired through the Trust, based on the number of Confirmed Points, will bedelivered. However, where conditions stipulated in the Share Delivery Regulations for Officers are met,
for a certain portion of the Company’s shares to be granted, cash corresponding to the market price of
the Company’s shares may be granted instead.
The calculation method for points and the consolidated performance indicators that form the basis of
the performance coefficient are as follows:A.

Calculation method for points• Points granted in each
Cumulative Provisional Points=
× Performance coefficientperformance measurement period
over three fiscal years• Where there are changes to the position of an eligible party during their term as Director, the numberof Provisional Points granted is determined by dividing the number of Provisional Points based oneach position by twelve and then multiplying each by the number of months that the Director heldthat position.
• Where an eligible party retires from their position as Director during their term, a number ofProvisional Points will be granted in proportion to the length of their term.
B. Consolidated performance indicators• For indicators linked to consolidated performance, from the standpoint of facilitating medium- tolong-term growth and shared interests with shareholders, the Company is using the three-year
average of multiple indicators chosen by the Management Advisory Committee out of indicatorssuch as “core operating profit growth rate for existing businesses” and “relative TSR” for theirappropriateness in light of the intent of the share-based remuneration system. In the three-year
performance measurement period starting in fiscal 2022, the three-year average core operating profit
growth rate for existing businesses and the three-year relative TSR have been used as the basis ofevaluation, with each carrying a 50% evaluation weight.

- 34 -

Attached Documents

Business Reports (From April 1, 2021 to March 31, 2022)
1. Particulars Regarding the Current Status of Nissin Foods Group(1)

Business progress and results
During the consolidated fiscal year under review, the spread of new variant of coronavirus disease2019 (COVID-19), the Omicron variant, continued to affect the world economy significantly, limiting
economic recovery in Europe and the United States, causing activity restriction in some areas in China
and leading uncertain outlook in Japan. Heightened geopolitical risks caused further volatility incommodity and foreign exchange markets, while resource prices turned upward due to expectations for
economic recovery and supply constraints, and inflation concerns and rising market interest rates
emerged.
Under these circumstances, the instant noodles industry saw a renewed global appreciation for theconvenience, shelf life and relative affordability which are the product characteristics of instant noodles,with changes in lifestyles and working styles after the expansion of COVID-19. As a result, increased
demand in many regions led a record high in total global demand.
Under this environment, the Group is working to achieve the Group’s vision and sustainable growth
as themes of growth strategy: 1) Strengthen Cash Generation Capabilities of Existing Businesses, 2)
EARTH FOOD CHALLENGE 2030 and 3) Pursue New Businesses, based on the “Mid- to Long-Term
Growth Strategy 2030.”
As a result, concerning the business results for the fiscal year under review, revenue was ¥ 569,722
million, up 12.6% year on year. With respect to profits, core operating profit of existing businesses(Note 1) was ¥ 49,559 million, down 5.4% year on year, operating profit was ¥ 46,614 million, down
16.1% year on year, profit before tax was ¥ 49,182 million, down 12.5% year on year, and profit
attributable to owners of the parent was ¥ 35,412 million, down 13.3% year on year.
Excluding the impact of foreign exchange rate fluctuations, revenue increased 10.2% year on year to¥ 557,914 million, while core operating profit of existing businesses declined 7.0% year on year to¥ 48,713 million. (Note 2)(Notes) 1. The Group aims to adopt core operating profit of existing businesses in order to measure the real growth ofexisting businesses that form the basis for investment in businesses growth by separating the profit or loss
from new businesses planned to be invested aggressively and continuously upfront after the FY 3/2022, fromthe standpoint of mid- to long-term growth strategy. Core operating profit of existing businesses = operating
profit - profit or loss of new businesses - other income and expenses as non-recurring income and expenses
2. The figures in FY 3/2022 are converted into yen at the exchange rate for the same period in FY 3/2021.

- 35 -

Outline of consolidated results by reportable segment(Millions of yen)
Category

Revenue(Millions of yen)Segment profit(Millions of yen)

Increase(Decrease)Year-onyear change(%)

3. 2021

3. 2022

Increase(Decrease)Year-on-yearchange (%)

3. 2021

3. 2022

Nissin Food
Products

205,624

210,783+5,158+2.5

32,19630,839(1,357)(4.2)

Myojo Foods

37,55137,920

+369

+1.0

3,183

2,445

(738)

(23.2)

Chilled andfrozen foods andbeverages

77,69680,867+3,170

+4.1

3,627

3,444

(183)

(5.0)

Confectionery

41,091

69,031+27,939

+68.0

2,600

3,257

+657

+25.3

The Americas

70,87387,328+16,455

+23.2

4,047

2,995

(1,051)(26.0)

China

48,17755,478+7,300

+15.2

5,763

6,039

+275

+4.8

Others25,092

28,312+3,220

+12.8

6,779

5,928

(851)

(12.6)

Total

506,107569,722+63,615+12.6

58,19854,950(3,248)(5.6)(Notes)1.

Segment profit is adjusted to operating profit in the consolidated statement of income.

2. In the current fiscal year, the Group has changed the method of presenting the “Chilled and frozen foods and beverages business,”
combined the “Beverages business,” which was included in the “Confectionery and beverages business,” to the “Chilled andfrozen food business,” and the “Confectionery business,” due to reviewing the business management classification of the Group.
Segment information for the previous fiscal year is disclosed based on the classification of reportable segments for the fiscal
year under review.

- 36 -

Nissin Food Products

Revenue: ¥210,783 million (up 2.5% year on year)

Performance in the fiscal year under review
NISSIN FOOD PRODUCTS achieved year-on-year growth in sales due to an increase in sales of cup-type
noodles. In cup-type noodles, the CUP NOODLE PRO series with high protein and low carbohydrate while
maintaining good taste, which launched new flavor of chili tomato in March 2022 and the CUP NOODLE
KARAMEN which featured a rich and tasty hot soup and roasted chili pepper, were strong. The CUPNOODLE SUPER GATTAI series, a product commemorating the 50th year anniversary of the launch of the
CUP NOODLE, with the concept of combining the existing flavors, contributed significantly to sales as well.
Sales of the SAIKYO DONBEI, which was released in March 2022 with a focus on “everything is the mainrole,” also contributed significantly to sales, as a result, sales of cup-type noodles increased year-on-year. In
bag-type noodles, sales decreased year-on-year, although the NISSIN RAOH series increased. Sales of cup
rice products increased year-on-year due to the contribution of continued strong performance of the NISSIN
CURRY MESHI series. In terms of profit, it decreased year-on-year due to an increase in depreciation andamortization expenses associated with capital expenditures, a rise in raw material prices and so on, althoughsales increase contributed to profit.
Consequently, revenue was ¥ 210,783 million (+2.5%), core operating profit (Note 3) was ¥ 30,576 million(-4.4%) and operating profit was ¥ 30,839 million (-4.2%) in this reportable segment.

Myojo Foods

Revenue: ¥37,920 million (up 1.0% year on year)

Performance in the fiscal year under review
MYOJO FOODS achieved year-on-year growth in sales of bag-type noodles due to strong growth in the
MYOJO CHARUMERA which is the mainstay brand, because of strong performance of the MIYAZAKI
KARAMEN and the MOYASHI GA CHOZETSU UMAI MAZESOBA. Also, the MYOJO MEGAMI
contributed to sales. Sales of cup-type noodles increased year-on-year due to steady performance of the
MYOJO CHUKA ZANMAI, reflecting the good performance of SU RA TAN MEN, and the MYOJOIPPEICHAN YOMISE NO YAKISOBA. In addition, the MYOJO KOIZE IPPEICHAN BIG released in
February 2022 contributed to sales. In terms of profit, it decreased year-on-year due to an increase in raw
material prices, depreciation and amortization expenses and so on, although there was an increase in sales, adecrease in advertising expenses and so on.
Consequently, revenue was ¥ 37,920 million (+1.0%), core operating profit (Note 3) was ¥ 2,407 million(-22.8%) and operating profit was ¥ 2,445 million (-23.2%) in this reportable segment.

Chilled and frozen foods and beverages Revenue: ¥80,867 million (up 4.1% year on year)
Performance in the fiscal year under review
In the chilled foods business, sales and profit increased year-on-year mainly due to steady sales of ramen
products such as the GYORETSU NO DEKIRU MISE NO RAMEN which is the mainstay products of
NISSIN CHILLED FOODS, the MAZEMEN NO TATSUJIN and the YUMEITEN series.
In the frozen foods business, sales increased year-on-year due to steady growth of the REITO NISSIN
CHUKA SHIRUNASHI TANTANMEN OMORI which is the mainstay product of NISSIN FROZENFOODS, the REITO NISSIN HONMEN series, the REITO NISSIN MAZEMENTEI series and the REITONISSIN MOCHITTO NAMA PASTA series. In terms of profit, it decreased year-on-year due to an increaseof cost of goods sold ratio.
In the beverage business, sales were almost the same level with previous fiscal year but slightly decreased
year-on-year due to negative repercussions after increased demand from the COVID-19 outbreak in the same
period of previous fiscal year and sluggish sales at convenience stores relating to COVID-19, although
NISSIN YORK launched the PILKUL 400 in its mainstay PILKUL brand, which increased the number oflactic acid bacteria from 15 billion to 40 billion and it performed well. In terms of profit, it was almost thesame level with previous fiscal year but slightly decreased year-on-year due to negative repercussions after- 37 -

increased demand from the COVID-19 outbreak in the same period of previous fiscal year, an increase ofadvertising expenses and so on.
Consequently, revenue was ¥ 80,867 million (+4.1%), core operating profit (Note 3) was ¥ 3,270 million(-4.4%) and operating profit was ¥ 3,444 million (-5.0%) in this reportable segment.
* In the current fiscal year, the Group has changed the method of presenting the “Chilled and frozen foods and beverages
business,” combined the “Beverages business,” which was included in the “Confectionery and beverages business,” to the“Chilled and frozen food business,”

Confectionery

Revenue: ¥69,031 million (up 68.0% year on year)

Performance in the fiscal year under review
In the confectionery business, sales and profit increased year-on-year. The GOROGURA series of NISSINCISCO was strong and new category of the NISSIN CISCO NO HOT CEREAL grew steadily, despite thereaction to increased demand following the declaration of the state of emergency in April 2020. In addition,
the mainstay products of BonChi such as the KAISEN AGESEN series performed well. KOIKE-YA promotes
high value-added management by launching the KOIKEYA The series, a product commemorating the 60th
year anniversary of the launch of its potato chips business, and it reflects 12 months financial performancein current period (four months financial performance in previous period) since it became a consolidated
subsidiary in December 2020, contributing to sales and profit as well.
Consequently, revenue was ¥ 69,031 million (+68.0%), core operating profit (Note 3) was ¥ 3,158 million(+23.3%) and operating profit was ¥ 3,257 million (+25.3%) in this reportable segment.
* In the current fiscal year, the Group has changed the method of presenting the “Chilled and frozen foods and beverages
business,” combined the “Beverages business,” which was included in the “Confectionery and beverages business,” to the“Chilled and frozen food business,” and the “Confectionery business.”

The Americas

Revenue: ¥87,328 million (up 23.2% year on year)

Performance in the fiscal year under review
The Americas are working to enhance the proposal and promote the introduction of premium products forcreating new demand, in addition to improving the profitability of existing products.
As for sales in Brazil, further breadth and depth of sales were achieved thanks to proactive sales andmarketing measures in addition to an increase in demand for home meals due to the spread of COVID-19.
The mainstay products of the NISSIN LAMEN and the CUP NOODLES continued to perform well andcontributed to sales increase. In the United States, while the demand for instant noodles remained high,premium products with cleared differential advantages performed well. As a result, sales as a whole businesssegment increased year-on-year. Meanwhile profits decreased year-on-year mainly due to continuous surge
in major raw material prices, distribution costs and labor costs despite increased sales volume of mainstay
products and premium products, and an increase in unit sales price due to price revision. Consequently,
revenue was ¥ 87,328 million (+23.2%), core operating profit (Note 3) was ¥ 2,946 million (-27.2%) andoperating profit was ¥ 2,995 million (-26.0%) in this reportable segment. Excluding the impact of currencytranslation, revenue was ¥ 81,540 million (+15.0%) and core operating profit was ¥ 2,717 million (-32.8%).
(Note 4)

China

Revenue: ¥55,478 million (up 15.2% year on year)

Performance in the fiscal year under review
In China, as the market for high value-added products is expanding in mainland China, the Group (NISSINFOODS CO., LTD. and its subsidiaries) has taken steps to expand its geographical sales areas and strengthen
its CUP NOODLES brand. The revenue with translation effect from local currencies appreciation against theJapanese Yen grew year-on-year due to an increase in sales volume of the CUP NOODLES brands inmainland China and increased demand caused by the resurgence of the COVID-19 during the period from- 38 -

January to March 2022 in Hong Kong. The profit increased year-on-year as an increase in sales volume inmainland China offset the surge in raw material prices.
Consequently, revenue was ¥ 55,478 million (+15.2%), core operating profit (Note 3) was ¥ 6,146 million(+10.9%) and operating profit was ¥ 6,039 million (+4.8%) in this reportable segment. Excluding the impactof currency translation, revenue was ¥ 50,678 million (+5.2%) and core operating profit was ¥ 5,586 million(+0.8%). (Note 4)

Others

Revenue: ¥28,312 million (up 12.8% year on year)

Performance in the fiscal year under review
Overall sales in the Others segment grew year-on-year due to increased sales in each region in Asia,
including Thailand and India, and strong sales of the CUP NOODLES and Demae Ramen brands in the
EMEA region. Profits decreased year-on-year due to soaring raw material prices and other factors.
As a result, revenue in “Others” in reportable segments was ¥ 28,312 million (+12.8%), core operating
profit (Note 3) was ¥ 6,382 million (-4.9%) and operating profit was ¥ 5,928 million (-12.6%). Excluding theimpact of currency translation, revenue was ¥ 27,093 million (+8.0%) and core operating profit was ¥ 6,326
million (-5.7%). (Note 4)(Notes)3.

Core operating profit = operating profit - other income and expenses as non-recurring income and expenses

4.

The figures in FY 3/2022 are converted into yen at the exchange rate for the same period in FY 3/2021.

- 39 -

(2)Trends in status of property and profits and losses
3.20193.20203.20213.2022

Revenue(Millions ofyen)

450,984

468,879

506,107569,722Core operating profit ofexisting businesses(Millions of
yen)

-

-

52,38249,559Operating profit(Millions ofyen)

28,967

41,25255,532

46,614

Profit attributable to owners of
the parent(Millions ofyen)

19,35629,31640,82835,412

Total assets(Millions ofyen)

557,577

576,621663,530

683,423

Total equity(Millions ofyen)

352,545

354,063

421,435

444,590

Basic earnings per share(Yen)

185.85281.45391.94343.49Equity attributable to ownersof the parent per share(Yen)

3,137.40

3,148.62

3,686.38

3,979.66

Ratio of equity
attributable toowners of theparent to total
assets

(%)

58.6

56.9

57.9

59.6

ROE

(%)

5.9

9.0

11.5

8.9

Reference(Notes) 1. The Group aims to adopt core operating profit of existing businesses in order to measure the real growth of existing
businesses that form the basis for investment in businesses growth by separating the profit or loss from new
businesses planned to be invested aggressively and continuously upfront after the FY 3/2022, from the standpointof mid- to long-term growth strategy. Core operating profit of existing businesses = operating profit - profit or lossof new businesses - other income and expenses as non-recurring income and expenses
2. Basic earnings per share is calculated using the total average number of shares issued during the fiscal year. Equity
attributable to owners of the parent per share is calculated using the total number of shares issued at the end of the
fiscal year.
3. Basic earnings per share and equity attributable to owners of the parent per share are calculated using the total
number of shares issued (excluding treasury stock).

- 40 -

(3)Company Initiativesi) Nissin Foods Group’s CSV management

To achieve sustainable growth while solving environmental and social issues as an“EARTH FOOD CREATOR”,
constantly creating new food cultures through innovation.
MissionEnduring
ValuesVisionValue
Peace will come to the world
when there is enough food

Create foods toserve society

Eat wisely forbeauty and health

Food related jobs area sacred profession

Four Attributes- 41 -

ii) Medium- to long-term growth strategy 2030
We pursue sustainable growth, while shifting our profit portfolio in a major way toward aggressive
growth of our Overseas Business + Non-Instant Noodles Business. There are three key points to thisapproach: (1) sustain mid-single digit growth in overall existing business profits; (2) drive further
growth in Overseas Business and Non-Instant Noodles Business (chilled and frozen foods/ beverage,
confectionery and beverages) to reverse the current 60:40 ratio of sales with the Domestic InstantNoodles Business; and (3) accumulate long-term profits through new businesses.
Profit Growth and portfolio changes**

Real operating profit growth, excluding the impact of non-recurring income and expenses andthe impact of currency conversion to the yen during consolidation**

Figures for 2020 (fiscal year ended March 31, 2021) are approximate figures calculated bydeducting Japan and other segment net loss and impairment loss, extraordinary gains, and otherincome and expenses as well as the impact of COVID-19, which was a significant factor in the
profit increase over the fiscal year ended March 31, 2020 through the fiscal year ended March
31, 2021, from the fiscal year ended March 31, 2021 operating profit under the IFRS standard.

- 42 -

iii) Strengthening of cash generation capability of existing businesses▌ Overseas Business Growth Driver: Deeper Global Branding
We will further clarify and establish core value and competitive advantage by area of “CUPNOODLES” which has reached the stage of a global brand and position it as the core driver for further
growth.

Global Branding Path

Direction of Future Growth

Rise to the stage in which we reach beyond
billion-dollar-brands, aiming forEuropeDouble-Billion-Dollar Brand

North and Central America

Authentic Asia

Innovative Premium

Express the authentic tasteof Asia consistently

U.S.: New style and authentic Asian flavors
Mexico: Exciting, addictive new tastes

Diversification
Integration

China and Asia

Localization~ Mid-Term
Plan 2016~Mid-Term
Plan 2021

Core Value

South America

Advanced Quality

Unique and Variety

Safe and secure, with abundantingredients and delicious quality

Unique and varied flavors notfound in bag-type instant noodles

Mid- to Long-Term
Growth Strategy▌ Overseas BusinessProfit Growth Levels: High-single to Double Digit >>> The Leading Company in the High-ValueAdded Market
We will develop our brand strategy in an operational way in line with each market and our stageof business. We will also aim for continued high growth through M&A activity.

*

The strategy for the China region, various targets based on the strategy, and performance
forecast figures were established independently by the Company.

- 43 -

▌ Domestic Non-Instant Noodles BusinessHigh Profit Growth Levels: High-single Digit >>> Second Profit Pillar
We will leverage growth and profitability improvement in each business, focusing on added value
by pursuing group synergies on both the supply and demand sides. This references our current Chilled
and Frozen Foods segment and Confectionery and Beverages businesses segment. We have termed
these our Non-Instant Noodles Business to reflect our strong desire to make a shift in our portfolio.
In terms of profit, these businesses still represent a scale of about ¥5 billion overall. But, as we
continue to refine our No.1 sellers in each region, we continue to grow profits steadily. Over the past
five years, each product has grown approximately 20%, even when excluding the impact of COVID19. Our strategic goal is to grow the profits of these businesses to over ¥12 billion in FY 3/2031,
developing them into a pillar that will account for about 15% of our total profits in 10 years.
Make steady progress toward building a second profit
pillar while improving profitabilityOPmarginConfectionery andBeverages

8%
Profit CAGR +16.8%

Vision forIncl. COVID-19 +20.4%

2030

Pursue Synergies→ A future driver of domestic profit growth

3.3

6%

1.3

2.0

n OP (bil. yen)*
FY 3/21 incl. C-19
FY 3/21 excl. C-19
FY 3/16 J-GAAP

2%

Chilled and Frozen Foods
Profit CAGR +23.3%

Incl. COVID-19 +30.9%

0.7

0%
30
300

50
500

70
700

90
900

Net sales /Revenue

Individual Growth

2.7

Provide value to diversifying dietary needs, offering broad
coverage in terms of customer segments and eating
opportunities (Breakfast, lunch, dinner, snack, Plus1/ From
youth up to senior segments)•

Horizontal rollout of food technologies cultivated in the InstantNoodles Business. Strong competitive advantage in terms offunctional value•

Total optimization: Reach beyond joint purchasing ofingredients, with a view to shared resources across everythingfrom production infrastructure to sales•

Accelerate overseas development, focused on China currently•

Snack foods and cereals: Pursue expansion of scale withattending profitability through flexible and ongoingdevelopment of leading-edge products and categories•

Capture white spaces in rice cracker products through regional
expansion•

Focus on frozen foods and lactobacillus beverages, which we
expect to continue to have high market potential•

Drive sales in No.1 segments based on increased production
capacity; expand user base

R&D

Supply Chain
Infrastructure

2.8
4%

•

BrandsConfectionery
Business **Chilled and Frozen
Foods / Beverage
Business ***For operating income from FY 3/2021 onwards, the amount obtained by deducting “Other
income and expenses” as non-recurring profit and loss from IFRS operating income is stated**With KOIKE-YA becoming a consolidated subsidiary, the confectionery business segment will
become independent from the consolidated financial forecast for FY3/2022 in order to further
enhance awareness and ensure synergies in confectionery business. Accordingly, the beveragebusiness will be incorporated into the Chilled and Frozen foods business segment and will bechanged as the low-temperature and beverage segment.

- 44 -

▌ Domestic Instant Noodle BusinessProfit Growth Levels: Market Growth >>> A Century Brand Company
We strive to deepen efforts in demand development, brand penetration, market development, andsupply capabilities to continue to grow our Domestic Instant Noodles Business, which consists of
NISSIN FOOD PRODUCTS and MYOJO FOODS. These efforts will produce continued growth overthe medium to long term, raising sales and profit results, even in mature markets. Over the past five
years, we have continued to grow by more than 2% in real terms, despite the burden of depreciation
associated with plant investments and various cost increases. We aim to achieve sustainable growth bydeepening the initiatives that support performance in this area.

*

Operating profit for FY 3/2021 and beyond represents the deduction of other income andexpenses as non-recurring income from operating profit.

- 45 -

iv) Promotion of new business▌ Vision for new businesses
We enjoy rich diet in modern times; on the other hand, new health issues have emerged such as
excessive calories due to overabundance of food and malnutrition caused by unbalanced diet. Nissin
Food Products contribute to solving global social issues through an increase in value of food.
Mission:What Nissin Food Products aspires to achieve in the world or in society through its new businesses
1. “Japan as a nation on the cutting edge of preventive medicine”
2. Solving Food Desert Issues of the world
Vision:A state which Nissin Food Products desires to or should realize, in order to achieve the mission
FUTURE FOOD CREATOR
Leading World Food Culture Through Creativity and Food Technology
Value:
Values and action guidelines on which Nissin Food Products places an emphasis through its new
businesses
1. We will contribute to improving people’s health and resolving social problems, such as controlling
non-illness and extending healthy life spans, through a diet that provides complete nutrition meals.
2. By fusing cutting-edge technology in the food and digital fields with the value of food, we will
create a unique and new future food that has never existed in the world, and lead the world in food.
- Food desert issue An issue which occurs in regions with a concentrated population of people who cannot use theirown car or public transportation, where no supermarkets, etc. are in the neighborhood, and thus theaccessibility to perishable foods is extremely poor. It has been pointed out that worsening dietaryconditions can also lead to health problems such as malnutrition and obesity.
This has become a social problem in Europe and the United States, and research and policies arebeing implemented.

- 46 -

▌ Toward development of the Complete Nutrition Meal businessWe will strive to enable customers to obtain nutritionally complete food with good taste and whichis nutritionally well-balanced, at anytime, anywhere.
(1) Employee Cafeterias
Promote health management(2) Healthcare Cooperation- Improve lifestyle habits using apps
- Improve QOLs for diabetes and hypertension patients, etc.
(3) Measures Against Frailty- Prolong healthy life expectancies for the elderly- Reduce the burden of nursing care and medical expenses(4) Smart Cities
Realize an advanced city preventive medicine(5) Overseas / Resolving Food Desert Issue▌ [Commercialization] Creation of a new market with Kanzen Meal
Launch of the “Kanzen Meal” brand, which offers a perfect balance of 33 nutrients and great taste.
Provide new value to a wide range of people in a variety of situations by offering a broad lineup of
products from a wide range of categories.

▌ Products design to provide an ideal balance of 33 different nutrients“Kanzen Meal” is designed to provide a well-balanced intake of the 33 nutrients set forth in the“Dietary Reference Intakes for Japanese People.” It has a perfect balance of the three major nutrientsof protein, fat, and carbohydrates. “Kanzen Meal” also provides a good balance of vitamins, minerals,
and essential fatty acids, while also tasting great. Eating a nutritiously balanced diet contributes to good
health.

- 47 -

v)

EARTH FOOD CHALLENGE 2030

We will maximize our ability to coexist in harmony with the Earth to extend the life cycle of ourexisting businesses significantly, while raising the stage of our Food Technology, one of our sources ofcompetitiveness, to a new level.
Theme

Challenge toeffectively use
resources

Challenge toclimate change

Environment Value Targets Toward 2030

Recent Results

Sustainable Palm Oil Procurement
Rate

100%

Water Usageper million yen of revenue (IFRS
basis)

12.3 ㎥ or
below

Reduction of Waste in Distribution
Vs. FY3/2016 (Japan)-50%

Reduction of CO2 Emissions: Scope 1 + 2 vs. FY3/2019
as compared with 3. 2019-30%

Reduction of CO2 Emissions: Scope 3 vs. FY3/2019
as compared with 3. 2019

-15%

36％
※January-December 2021 Results

11.3 ㎥＊※January-December 2021 Results-38.9％※April 2020-March2021 Results

2.7％＊※January-December 2021 Results

8.5％※January-December 2020 Results* Before third-party verification- 48 -

(4) Status of Significant parent company and subsidiaries (As of March 31, 2022)i) Status of significant parent company
No items to report.
ii) Status of significant subsidiaries
SectionCompany nameLocation

Capital stock

Holding ratio(%)

Major businessOsaka¥5,000 million

Instant noodle
100.0 manufacturing andmarketingHokkaido¥100 million

Instant noodle
100.0 manufacturing andmarketing

Shiga¥100 million

100.0

NISSIN F.D. FOODS CO., LTD.

Okayama¥100 million

Ingredients for instant
100.0 noodle manufacturing andmarketing*1

Kagawa Nissin Food Products Co.,Ltd.

Kagawa¥100 million

Ingredients for instant
100.0 noodle manufacturing andmarketing*1

Nissin Enterprise Corporation

Osaka¥100 million

100.0 Warehousing business*1

AJINIHON CO., LTD.

Hiroshima¥95 million

49.4

*2

MYOJO FOODS CO., LTD.

Tokyo

¥3,143 million*2

UNI-STAR CO., LTD.

Saitama¥100 million

100.0

*2

HIGASHINIHON MYOJO CO.,LTD.

Saitama¥90 million

Instant noodle
100.0 manufacturing andmarketing*3

NISSIN CHILLED FOODS CO.,
LTD.

Osaka

¥100 million

100.0

*3

Saitama Nissin Food Products Co.,Ltd.

Saitama¥30 million

Chilled and frozen food100.0 manufacturing andmarketing*3

SAGAMI FRESH CO., LTD.

Kanagawa¥100 million

100.0

Chilled food manufacturingand marketing*3

NISSIN FROZEN FOODS CO.,
LTD.

Osaka

¥100 million

100.0

Frozen food manufacturingand marketing*3

Shikoku Nissin Food Products Co.,Ltd.

Kagawa¥98 million

100.0

Frozen food manufacturingand marketing*3

Takamatsu Nissin Food Products Co.,Ltd.

Kagawa¥80 million

100.0

Frozen food manufacturingand marketing*3

Mie Nissin Food Products Co., Ltd.

Mie¥100 million

100.0

Frozen food manufacturingand marketing*3

Circle Liners Co., Ltd.

Kagawa¥50 million

100.0

Distribution business andwarehousing*3

NICKY FOODS CO., LTD.

Osaka

¥60 million

100.0

Frozen food manufacturingand marketing*3

NISSIN YORK CO., LTD.

Tokyo

¥870 million

Dairy product etc.
100.0 manufacturing andmarketing
Cereal food andconfectionery, etc.
100.0
manufacturing andmarketing*1

NISSIN FOOD PRODUCTS CO.,
LTD.

*1

Sapporo Nissin Food Co., Ltd. (Note1)*1

Nissin Plastics Co., Ltd.

*1

*4

NISSIN CISCO CO., LTD.

Osaka

¥2,600 million*4

Bonchi Co., Ltd.

Osaka

¥160 million- 49 -

Containers manufacturingand marketing

Soup manufacturing andmarketingInstant noodle
100.0 manufacturing andmarketing
Soup manufacturing andmarketing

Chilled food manufacturingand marketing

Japanese rice cracker and50.1 snack manufacturing andmarketingSection

Company nameLocation

Capital stock

Holding ratio(%)

Major businessTokyo¥2,269 million

Confectionery
45.1 manufacturing andmarketing

Koikeya Vietnam Co., Ltd.

Vietnam

US$16 million

Confectionery
45.1 manufacturing andmarketing*4

KOIKEYA (THAILAND) CO., LTD.

Thailand

THB36 million

45,1 Confectionery marketing*4

Taiwan Koikeya co., Ltd.

Taiwan

TW$8 million

23.0 Confectionery marketing*7

NISSIN ASSET MANAGEMENT
CO., LTD.

Tokyo¥50 million

100.0

*7

UJI KAIHATSU DEVELOPMENT
CO., LTD.

Kyoto¥100 million

99.1 Operation of golf course*7

NISSIN NETCOM CO., LTD.

Osaka

¥24 million

100.0

*5

NISSIN FOODS (U.S.A.) CO., INC.

U.S.A.

US$149 million*5

MYOJO U.S.A., INC.

U.S.A.

US$5 million*5

NISSIN FOODS DE MEXICO S.A.
DE C.V.

Mexico

MXN215 million

Instant noodle
100.0 manufacturing andmarketing*5

NISSIN TECHNOLOGYALIMENTOS DO BRASIL LTDA.

Brazil

BRL1,038 million

100.0

*5

NISSIN FOODS DO BRASIL
LTDA.

Brazil

BRL102 million*4

KOIKE-YA Inc.

*4

*6

NISSIN FOODS CO., LTD.

China

Real estate leasing andmanagement

Real estate and restaurant
management

Instant noodle
94.4 manufacturing andmarketing
96.0

Chilled food manufacturingand marketing

Offer of the production
technology of instant noodle

Instant noodle
100.0 manufacturing andmarketing

HK$2,981 million

Instant noodle
manufacturing and72.1 marketing
Regional headquarters for
China
Instant noodle and frozen
food manufacturing and72.1 marketing
Frozen food manufacturingand marketing*6

WINNER FOOD PRODUCTS LTD.

China

HK$29 million*6

Nissin Foods (H.K.) Management
Company Limited

China

HK$20072.1

Back office and supportingfor China

Invest in businesses in China
and instant noodle marketing
72.1 Instant noodle
manufacturing andmarketing*6

NISSIN FOODS (CHINA)HOLDING CO., LTD.

China

RMB1,443 million*6

GUANGDONG SHUNDE NISSINFOODS CO., LTD.

China

HK$130 million

Instant noodle
72.1 manufacturing andmarketing*6

Dongguan Nissin Packaging Co., Ltd.

China

RMB147 million

Instant noodle packaging
72.1 materials manufacturing andmarketing*6

Nissin Koikeya Foods (China & HK)
Co., Ltd.

China

HK$10 million*6

Fujian Nissin Foods Co., Ltd.

China

RMB235 million

Instant noodle
72.1 manufacturing andmarketing*6

ZHUHAI GOLDEN COASTWINNER FOOD PRODUCTS LTD.

China

HK$84 million

Instant noodle
50.8 manufacturing andmarketing*6

Zhejiang Nissin Foods Co., Ltd.

China

RMB350 million

Instant noodle
72.1 manufacturing andmarketing*6

NISSIN FOODS (H.K.) CO., LTD.

China

HK$10 million- 50 -

62.9 Confectionery marketing

72.1 Instant noodle marketing

Company name*6

MC Marketing & Sales (Hong Kong)
Limited

China

HK$1,000*6

Kagome Nissin Foods (H.K.) Co.,
Ltd.

China

HK$5 million

50.4

*6

Zhuhai Nissin Packaging Company
LimitedChina

RMB107 million

72.1

*6

Hong Kong Eastpeak Limited

China

HK$23 million

Invest in businesses in China
58.4 Sale (SHANGHAIEASTPEAK)*6

SHANGHAI EASTPEAK
TRADING CO., LTD.

China

RMB20 million

58.4

Wholesale of Imported
foods

China

HK$7 million

57.6

Hydroponics of vegetable
and marketing*6

Valley Farm Holdings Limited

Location

Capital stock

Holding ratio(%)

SectionMajor business58.4 Foods marketing
Vegetable drinks marketing
Instant noodle packaging
materials manufacturing*6

Ming Fong Packaging&Chemicals
Limited (Note 2)

China

HK$63 million

72.1

Trading of packaging
materials*7

NISSIN FOODS ASIA PTE. LTD.

Singapore

S$315 million

100.0

Regional headquarters of
Asia

*7

NISSIN FOODS SINGAPORE PTE.
LTD.

Singapore

S$20 million

66.0 Instant noodle marketing*7

INDO NISSIN FOODS PRIVATE
LTD.

India

INR million

Instant noodle
65.7 manufacturing andmarketing*7

NISSIN FOODS INDIA LTD.

India

INR500 thousand*7

NISSIN FOODS VIETNAM CO.,LTD.

Vietnam

US$66 million

Instant noodle
100.0 manufacturing andmarketing*7

NISSIN FOODS (THAILAND) CO.,LTD.

Thailand

THB2,618 million

Instant noodle
66.0 manufacturing andmarketing*7

NISSIN FOODS ASIA CO., LTD.

Thailand

THBmillion*7

PT. NISSIN FOODS INDONESIA

Indonesia

IDR514.5 billion

Instant noodle
66.0 manufacturing andmarketing*7

Nissin Foods Kft.

Hungary

HUF4,904 million

Instant noodle
100.0 manufacturing andmarketing*7

Nissin Foods GmbHGermany€25 thousand*7

NISSIN YILDIZ GIDA SANAYI VE
TICARET A.S.

TurkeyTRY20 million

65.7 Instant noodle marketing

100.0

Regional headquarters ofAsia

100.0 Instant noodle marketing
Instant noodle
50.0 manufacturing andmarketing*1 Nissin Food Products *2 Myojo Foods *3 Chilled ,frozen foods and beverages *4 Confectionery *5 The Americas *6 China *7 Others(Notes) 1. Effective April 1, 2022, Sapporo Nissin Co., Ltd. changed its name to Sapporo Nissin Food Products

Co., Ltd.
2. Ming Fong Packaging & Chemicals Limited was included in the scope of consolidation following the acquisitionof its shares to make it a subsidiary.
3. NISHINIHON MYOJO CO., LTD. carried out an absorption-type merger with HIGASHINIHON MYOJO CO.,LTD. as the surviving company on April 1, 2021.
4. GUANGYOUGNAN FOOD PRODUCTS (SHENZHEN) CO., LTD., a consolidated subsidiary until the previous
fiscal year, was excluded from the scope of consolidation because its liquidation was completed.
5. There are no wholly owned subsidiaries as defined in Article 118, Item 4 of the Regulations for Enforcement of
the Companies Act as of the end of the fiscal year under review.

- 51 -

iii) Status of important business combinations
The company which has become a major subsidiary during the fiscal year under review is as follows.
Company nameReason and date of change

Ming Fong Packaging & Chemicals
LimitedAs of April 14, 2021, the Company acquired shares in Ming
Fong Packaging & Chemicals Limited.

iv) The principal content of business undertakings
The Group is, while centering on the manufacture and sale of instant foods, primarily instant noodles,
promoting development toward other food business, distribution business and other related business.
The Group is also expanding its business areas overseas through manufacturing and sale of instantnoodles and others by its local subsidiaries and associates, and through technological assistance to these
local corporations.
Reportable segments

Main products

Nissin Food Products

CHICKEN RAMEN, CUP NOODLES, NISSIN NO DONBEI, NISSIN
RAOH, NISSIN YAKISOBA U.F.O. and others

Myojo Foods

MYOJO CHARUMERA, MYOJO IPPEICHAN, MYOJO MEGAMI,MYOJO CHUKAZANMAI and others

Chilled, frozen foods and beverages

NISSIN SPA OH, NISSIN MOCHITTO NAMA PASTA, TSUKEMEN NO
TATSUJIN, GYORETSU NO DEKIRU MISE NO RAMEN, PILKUL andothersConfectionery

GOROTTO GRANOLA, KOIKEYA Potato Chips, Bonchi-Age and others

The Americas

CUP NOODLES, Top Ramen, CHOW MEIN, Nissin Lamen and others

China

DEMAE ICCHO, CUP NOODLES(AIMIDO) and others

OthersCUP NOODLES, Demae Ramen, and othersv) Principal offices
Osaka Head Office:Tokyo Head Office:Research Institute:

1-1, 4-chome, Nishinakajima, Yodogawa-ku, Osaka
28-1, 6-chome, Shinjuku, Shinjuku-ku, TokyoNISSIN Global Innovation Center (Tokyo)
NISSIN Global Food Safety Institute (Tokyo)* The Osaka Head Office is the registered head office, however, operations primarily take place at the Tokyo Head
Office.

- 52 -

(5) Status of important capital investment and financing
The total amount of capital investment in the fiscal year ended March
31, 2022 was ¥28,309 million, and the details are as follows.
NISSIN FOOD PRODUCTS CO., LTD. is investing in line expansion
at its Shimonoseki Plant and in facilities to improve productivity at eachplant. In addition, KOIKE-YA Inc. newly established the Kyushu Aso
Plant as a production base in the Kyushu region, which started operationin August 2021. In addition, at each Group company, the Company
carried out production, mainly the launch of a new line for the purposeof supporting construction work and enhancing production capacity, andwork related to new production methods.
The finances required for these investments were primarily allocated from internal funds and borrowings.

(6) Major creditors (As of March 31, 2022)
Creditors

Borrowings outstanding (Millions of yen)Mizuho Bank, Ltd.

11,044

MUFG Bank, Ltd.

5,980

Japan Finance Corporation

4,661

Sumitomo Mitsui Banking Corporation

4,276

The Iyo Bank, Ltd.

4,095

THE SHIZUOKA BANK, LTD.

4,095

The Joyo Bank, Ltd.

4,095

The Chiba Bank, Ltd.

4,095

The Hokuriku Bank, Ltd.

1,731

(7) Status of employees (As of March 31, 2022)
i)

The Group

Business Segment

Change from the previous
fiscal year-end

Number of users

Nissin Food Products

1,900

Increase of 51

Myojo Foods

575

Increase of 31

Chilled and frozen foods andbeverages

896

Decrease of 12

Confectionery

1,662

Increase of 119

The Americas

3,747

Decrease of 189

China

3,382

Increase of 112

Others2,471

Increase of 54

14,633

Increase of 166

Total(Note)

ii)

The number of employees indicates the number of regular employees, and the annual average number of temporary
employees is 6,778.

The Company

Number of employees

Change from the previous
fiscal year-end

Average age

Average service years

742

Increase of 26

40.3

11.4

(Note)The number of employees indicates the number of regular employees.

- 53 -

2. Particulars Regarding Shares of the Company (As of March 31, 2022)(1) Total number of shares authorized to be issued

500,000,000(2) Total number of shares issued

104,222,300(Note) Total number of shares issued includes 1,786,406 shares of treasury stock held as of the end of the fiscal year underreview.

(3) Number of shares making up one unit

100(4) Number of shareholders

61,465(5) Major shareholders (Top 10 shareholders):
Name of shareholders

Number of shares held
(Hundred shares)

Holdingratio(%)

The Master Trust Bank of Japan,
Ltd. (Account in Trust)

122,702

11.97

Ando Foundation

79,043

7.71

Mitsubishi Corporation

70,3606.86

ITOCHU Corporation

54,000

5.27

Ando International Co., Ltd.

39,455

3.85

Custody Bank of Japan, Ltd.
(Account in Trust)

37,4683.65

Mizuho Bank, Ltd.

16,8701.64

Nissin KYOEI-KAI

15,593

1.52

MUFG Bank, Ltd.

14,835

1.44

Custody Bank of Japan, Ltd.
(as trustee for Retirement Benefit
Trust of Mizuho Trust & Banking
Co., Ltd.)14,8301.44(Notes) 1. In addition to the above, the Company holds 17,864
hundred shares of treasury stock.
2. Holding ratio is calculated with total number of sharesissued, excluding treasury stock (17,864 hundred shares), as
the denominator. This table are shown rounded down to thenearest unit.

- 54 -(Note) Ownership ratio of shares is calculated
excluding the shares less than one unit.

(Reference) Matters Concerning Shares Held by the Company
In addition to obtaining dividends and capital gains, the Company may hold shares in listed companies as
it deems necessary from the perspective of realizing medium- to long-term improvements in corporate value
by building good relationships with business partners and smoothly promoting business through efficient andstable transactions and business alliances in the course of its management strategy.
The Company’s basic policy is to sell such stocks as soon as possible when the significance of holding
such stocks is deemed to be limited, and in addition, at a meeting of the Board of Directors held in April
every year, the Company regularly verifies shareholdings by each security name, considering whether or not
the Company should continue holding the cross-shareholdings and the selling schedule of the crossshareholdings by taking into account various factors comprehensively, including economic rationality, etc.;
whether the actual return exceeds the earnings targets set based on the degree of contribution made in termsof operating revenue or cost of capital, and the purpose of holding and transaction status of the crossshareholdings.
In the Annual Securities Report for the fiscal year ended March 31, 2020, the Company announced its
policy to “reduce equivalently 20% of the number of cross-shareholdings compared with those held at theend of fiscal 2019 over the next two to three years,” and achieved the plan by the end of May 2021 ahead ofschedule.
Subsequently, on May 11, 2021, at the time of the full-year financial report for fiscal 2020, the Company
announced its policy to “make additional sales targeting ¥10 billion over approximately the next two years,”
and based on this policy, during fiscal 2021, the Company sold all of two issues and a portion of two issues
for a total of ¥7,808 million, based on market value as of the end of fiscal 2020, achieving the majority ofthe target of said policy in fiscal 2021. The Board of Directors resolved to continue this policy at its meeting
held on April 6, 2022, and will continue the policy in fiscal 2022 toward further reduction of crossshareholdings.
The balance of cross-shareholdings at the end of March 2022 is equivalent to 17.5% of total equity of¥444,590 million at the end of March 2022, and cross-shareholdings excluding overseas issues are equivalent
to 9.8% of total equity. The number of cross-shareholdings as of the end of March 2022 was 57, compared
to 59 as of the end of March 2021.
In exercising voting rights of shares in listed companies held, the Company appropriately exercises themby evaluating overall factors including if such exercise contributes to enhancing its corporate value over the
medium to long term and if it contributes to common interests of shareholders of the companies to be investedin.

- 55 -

3. Status of Corporate Governance
Basic Concept of Corporate Governance
While providing safe and worry-free foods, and promoting businesses to maximize benefits to all
stakeholders including shareholders, consumers, employees, business partners, local communities, and local
residents, the Company recognizes enhanced and strengthened corporate governance as one of the top
priorities for management and strives for highly objective and transparent management.
The Company has adopted the structure of a company with an Audit & Supervisory Board and elects
Outside Directors and Outside Audit & Supervisory Board Members who monitor and supervise executionof the Company’s business operation from an independent and fair standpoint and has introduced an executive
officers system to build mechanism allowing prompt execution of business operations.
Corporate Governance System- 56 -

⚫ Board of Directors
The Board of Directors deliberates and decides on matters important for management pursuant to the laws
and regulations, Articles of Incorporation, and Board of Directors Regulations, and at the same time, receives
reports in regard to the execution of duties of Directors and conducts supervision and the like.
In addition, in order to ensure proper sharing of roles concerning management supervisory functions andexecution, the Company has introduced an executive officers system and established the Management
Committee which deliberates and decides on matters for which authority is delegated to the Committee by
the Board of Directors. Through this measure, an environment is made available for the Board of Directors
to focus more on discussion of important matters concerning overall business management such as
management policies and plans.
In selecting candidates for the members of the Board of Directors, the Company is striving to further
strengthen the management supervisory functions by making the majority of the Directors be Outside
Directors from the perspective of stronger governance.
Role of Outside Directors
One of the major roles of the Outside Directors is to provide advice concerning management policies andimprovement from a standpoint of promoting sustainable growth of the company and working to increase
corporate value over the medium- to long-term based on its knowledge, and at the same time, supervise
management through selection and dismissal of members of the management team and other importantmanagement decisions by the Board of Directors.
Accordingly, the Company selects Outside Directors who are capable of not only checking in the Boardof Directors meetings from an objective standpoint the legality of management and the appropriateness ofdecision-making in the execution of duties, but also, the Company expects, providing advice leading tobusiness activities that will enhance corporate value in the Board of Directors meetings, etc.
Analysis and evaluation of Effectiveness of the Board of Directors
The Company confirms whether the Board of Directors is fulfilling its role in realizing the sustainablegrowth of the NISSIN FOODS Group and improving corporate value over the medium- to long-term andevaluates its effectiveness annually to enhance the effectiveness of the Board of Directors. The evaluation
method has been determined based on the deliberations of the Management Advisory Committee and theBoard of Directors. In fiscal 2021, a self-evaluation was conducted in the form of a questionnaire. The
overview of the plan is as follows.
Overview of theresults

Initiatives to address
issues identified infiscal 2020

Evaluation of
initiatives to address
issuesIssues to be addressed
for further
improvement of theeffectiveness

It has been confirmed that both the supervisory functions and the decision-making
functions expected to the Board of Directors is properly working and the effectivenessis being ensured.
(1) Reflecting performance evaluations in HR- Strengthen the involvement of the Board of Directors in human resources for
management, including executive officers, by discussing human resources policies
at meetings of the Board of Directors, as well as considering the introduction of a
new executive compensation system.
(2) Enhancement of deliberations on important matters to be discussed- Strengthen operations by aiming to adjust the time required for each agenda itemin order to secure time for reporting and deliberation of important matters to be
discussed.
While the evaluation has generally been high in the past, we confirmed that particularimprovements have been made with regard to the reflection of performance evaluations
in human resources, which was an issue last year. On the other hand, it was indicatedthat further initiatives would be needed to enhance deliberations on important mattersto be discussed.
Although efforts have already been made, it was indicated that further efforts are needed
to enhance deliberations on important matters to be discussed, and in addition, toenhance dialogue with shareholders and training for Directors.

- 57 -

We are committed to mounting efforts to increase effectiveness of the Board of Directors by making
improvements on a continuous basis.
Management Advisory Committee
The “Management Advisory Committee,” which is chaired by an Independent Outside Director and the
majority of which are Independent Outside Directors, has been established since 2015 in order to strengthen
the supervisory functions of the Board of Directors and at the same time ensure transparency and fairness inmanagement.
The “Management Advisory Committee” meets three times a year in principle, as an advisory body to theBoard of Directors, to deliberate the following matters, reports the result to the Board of Directors and thereby
contributes to deliberation and resolution by the Board of Directors.
Theme
1. Selection and dismissal ofmembers of the management
team
The Committee deliberates
policies and criteria for theselection or dismissal ofmembers of the management
team, including candidates for
Directors. In addition, theCommittee deliberates andsupervises a series of theprocedures.

2. Remuneration of Directors
The Committee deliberates andsupervises the policy for
determining remuneration, etc.
to individual Directors and thevalidity of the determination
process from the viewpoint oftransparency and fairness ofmanagement and the like.
3. Other items regarding
corporate governanceIn addition to the above, theCommittee raises anddeliberates agenda items
necessary for further improving
the governance system of theCompany as appropriate.

Past deliberated matters(excerpt)

Reference

Criteria for selection of
See page 23
candidates for Directors, etc
In 2016, the Company reduced thenumber of Directors from within theorganization by six while increasing thenumber of Outside Directors by one inorder to further enhance its function to
Composition of the Board of
supervise the business management andDirectors
expedite decision-making.
Through this measure, the current system
has been established in which the majorityof Directors comprising Outside
Directors.

Policy for determining
remuneration, etc. andprocedures for determining
remuneration

See pages 65 to 67

Evaluation of management of
See page 57
the Board of Directors
The Committee supervises succession
plans and discusses such matters as skill
sets expected of a successor to CEO. For
Chief Executive Officer
the details, please refer to “Corporate(CEO) succession plan
Governance” on the Company’s website.
(The Company’s website:
http://nissin.com/)
From the viewpoint of ensuring andenhancing the Company’s corporate value
and thus the common interests ofshareholders, the Takeover Defense
Abolition of the Takeover
Measures were abolished in December
Defense Measures
2017 prior to the expiration date (at theconclusion of the Ordinary General
Meeting of Shareholders of the Company
for the fiscal year ended March 31, 2019).

The Board of Directors is required to consult with the Management Advisory Committee prior to its
deliberation and resolution of above matters. In addition, the Board of Directors deliberates and resolves such

- 58 -

matters having respect for reports from the Management Advisory Committee and taking them into fullconsideration.

- 59 -

4. Particulars Regarding the Company’s Board Members(1) Names etc. of Directors and Audit & Supervisory Board Members (As of March 31, 2022)
Position at the Company

Responsibilities in the Company andsignificant concurrent positions at other organizations

Name

CEO (Chief Executive Officer)
Chairman of the Ando Foundation
Chairman of Japan Association for the World Food ProgrammePresident *1 *2

Koki Ando

Executive Vice
President *1 *2

Noritaka Ando

COO (Chief Operating Officer)
President & Representative Director of NISSIN FOOD PRODUCTS CO., LTD.

Director

Yukio Yokoyama

Director, CSO (Chief Strategy Officer)
and Managing Executive Officer

Director *3

Ken Kobayashi

Chairman of the Board of Mitsubishi Corporation

Director *3

Masahiro Okafuji

President & Chief Executive Officer of ITOCHU Corporation

Director *2 *3

Masato Mizuno

Chairman of MIZUNO Corporation

Director *2 *3

Yukiko Nakagawa

Director *2 *3

Eietsu Sakuraba

Audit & Supervisory
Board Member (Fulltime)Masahiko Sawai

Audit & Supervisory
Board Member (Fulltime) *4

Naohiro Kamei

Audit & Supervisory
Board Member *4

Chisugi Mukai

Lawyer*1 Representative Director *2 Member of the Management Advisory Committee *3 Outside Director *4 Outside Audit & Supervisory Board Member(Notes) 1. The Company notified the Tokyo Stock Exchange of Directors Mr. Masato Mizuno, Dr. Yukiko Nakagawa and Mr.
Eietsu Sakuraba and Audit & Supervisory Board Members Mr. Naohiro Kamei and Mr. Chisugi Mukai as
Independent Directors / Independent Audit & Supervisory Board Members under the provisions of the Tokyo Stock
Exchange.
2. The officially registered name of Director Dr. Yukiko Nakagawa is Ms. Yukiko Schreiber.
3. Since joining the Company, Mr. Masahiko Sawai has been assigned to positions in finance and accounting
divisions in Japan and overseas (Hong Kong and the U.S.) and gained experience as General Manager of Financeand Accounting Division and CFO of NISSIN FOODS (U.S.A.) CO., INC. through which he has acquired highlevel of expertise and deep insight in the financial structure and governance of the operating companies.
4. Full-time Audit & Supervisory Board Member Naohiro Kamei has sufficient knowledge in finance and accounting
based on his abundant experience in the financial and capital markets, and as he is ell-versed in corporate
management, he has sufficient knowledge and experience to monitor and inspect company management.
5. On April 1, 2022, Director Ken Kobayashi assumed the position of Member of the Board, Corporate Advisor of
Mitsubishi Corporation. He is also scheduled to retire from Member of the Board of Mitsubishi Corporation on
June 24, 2022.

- 60 -

(2) Status of important concurrent holding of positions at other organizations and main activities of
Outside Directors and Outside Audit & Supervisory Board Membersi) Relationship between the Company and the organizations where Outside Directors assume
important concurrent holding of positions
Outside Director Mr. Ken Kobayashi is Chairman of the Board of Mitsubishi Corporation, andOutside Director Mr. Masahiro Okafuji is President & Chief Executive Officer of ITOCHU
Corporation. The Group sells products to both companies and purchases materials from the same. The
transactions are regular transactions for either of the cases, and there are no direct special interests
between the Company and the Outside Directors as individuals.
ii) Main activities of the Outside Directors and Outside Audit & Supervisory Board Members andoutline of the duties expected of and executed by the Outside Directors

Position at theCompany

Director

Director

Name

Main activities of the Outside Directors and Outside Audit &Supervisory Board Members and outline of the duties expected ofand executed by the Outside Directors

Ken Kobayashi

In addition to fulfilling the role of overseeing and supervising theexecution of business by Directors, he was expected to state his
opinions and make judgments from an objective standpoint when
making management decisions. In particular, based on his
abundant experience and in-depth knowledge as a corporate
manager of a general trading company, he provided advice andraised issues from a forward-looking and global perspective
regarding the impact of the international situation during the
COVID-19 pandemic and trends in resource prices on the
Company’s management. He has been engaged in activities that
promote substantial and appropriate oversight of the Board of
Directors from an objective standpoint in making management
decisions by making wide-ranging remarks about the Group’s
overall business, including advise and questions.

Masahiro Okafuji

In addition to fulfilling the role of overseeing and supervising theexecution of business by Directors, he was expected to state his
opinions and make judgments from an objective standpoint when
making management decisions. In particular, based on his
abundant experience and in-depth knowledge as a corporate
manager of a general trading company, he provided advice andraised issues from a forward-looking and global perspective on the
Company’s brand strategy and material procurement risks in lightof changes in the international situation. He has been engaged in
activities that promote substantial and appropriate oversight of theBoard of Directors from an objective standpoint in making
management decisions by making wide-ranging remarks about theGroup’s overall business, including advise and questions.

- 61 -

Attendance at theBoard of Directors
meetings
Attendance at the
Audit &
Supervisory Board
meetings

9/10

–

10/10

–

Position at theCompany

Director

Director

Name

Main activities of the Outside Directors and Outside Audit &Supervisory Board Members and outline of the duties expected ofand executed by the Outside Directors

Masato Mizuno

In addition to fulfilling the role of overseeing and supervising theexecution of business by Directors, he was expected to state his
opinions and make judgments from an objective standpoint when
making management decisions. In particular, based on his
abundant experience and deep insight as a corporate manager, heprovided advice on the impact of the spread of a new type of
COVID-19 on the Company’s business environment, and provided
advice and raised issues on sustainability initiatives. He has been
engaged in activities that promote substantial and appropriate
oversight of the Board of Directors from an objective standpoint as
an Outside Director by providing wide-ranging input regarding theGroup’s overall business. In addition, he has attended all
Management Advisory Committee meetings as a chairman of theCommittee held during the business year under consideration,
leading the management of fair and transparent committees. As amember of the committee, he contributed to open-minded andconstructive discussions by actively providing opinions andsuggestions on all proposals, including the selection of candidates
for officers of the Company and remuneration for Directors, fromhis high-level perspective as a corporate manager.

In addition to fulfilling the role of overseeing and supervising theexecution of business by Directors, she was expected toappropriately perform her duties of overseeing corporate
management and providing advice from an objective perspectivewith independence and fairness based on her high level ofexpertise and insight. In particular, from her perspective as anexpert in human capital management and global human resource
development, she actively provides opinions and suggestions
regarding the “Human Resources to Support Our
Strategies/Organizational and Business Foundation Reform” as set
forth in our Medium- to Long-Term Growth Strategy 2030, andYukiko Nakagawa makes a wide range of remarks on the overall business of theGroup, thereby promoting substantial and appropriate supervisionof the Board of Directors from an objective perspective as an
outside officer.
She also attended all Management Advisory Committee meetings
held during the fiscal year under review as Deputy Chairperson,
supported the Chairperson to lead discussions, maderecommendations on matters discussed at Management Advisory
Committee meetings, and provided fair opinions andrecommendations on a number of proposals, including theselection of candidates for the Company’s Directors and Officers
and executive compensation.

- 62 -

Attendance at theBoard of Directors
meetings
Attendance at the
Audit &
Supervisory Board
meetings

10/10

–

10/10

–

Position at theCompany

Director

Audit &
Supervisory
Board Member(Full-time)

Name

Main activities of the Outside Directors and Outside Audit &Supervisory Board Members and outline of the duties expected ofand executed by the Outside Directors

Eietsu Sakuraba

In addition to fulfilling the role of overseeing and supervising theexecution of business by Directors, he was expected toappropriately perform his duties of overseeing corporate
management and providing advice from an objective perspectivewith independence and fairness based on his high level ofexpertise and insight. He carried out activities to promote
substantial and appropriate supervision of the Board of Directors
from an objective standpoint as an Outside Director by making
wide-ranging comments on the overall business of the Group, suchas making remarks particularly on food demand trends in Japanand abroad surrounding the Company’s business environment andenvironmental issues from his perspective as an expert, as well as
raising issues regarding the impact of the declining birthrate andaging society on the Company’s management strategy, based on
his extensive experience at the Ministry of Agriculture, Forestry
and Fisheries and his academic knowledge and high level of
insight through teaching activities.
He also attended all Management Advisory Committee meetings
held during the business year under consideration, and actively
provided fair opinions and suggestions on many proposals,
including the selection of candidates for officers of the Company
and remuneration for directors.

Naohiro Kamei

Mainly based on his knowledge as an expert in finance andaccounting and his extensive experience as a corporate manager,
he has actively provided input at meetings of the Board of
Directors to ensure the adequacy and appropriateness of decisionmaking at meetings of the Board of Directors, such as by raising
issues to further enhance communication between Outside
Directors and Audit & Supervisory Board Members and by making
concrete suggestions regarding the structure of the internal control
system.
He also attended all Audit & Supervisory Board meetings held
during the business year under consideration, and provided
necessary input regarding the Company’s compliance system, etc.
as appropriate.

- 63 -

Attendance at theBoard of Directors
meetings
Attendance at the
Audit &
Supervisory Board
meetings

10/10

–

10/10

11/11

Position at theCompany

Audit &
Supervisory
Board Member

Name

Main activities of the Outside Directors and Outside Audit &Supervisory Board Members and outline of the duties expected ofand executed by the Outside Directors

Chisugi Mukai

Mainly based on his expertise and extensive experience as anlawyer, as well as his high level of insight into corporate
management governance based on his experience as an Audit &Supervisory Board Member of other companies, he has actively
provided input at meetings of the Board of Directors to ensure theadequacy and appropriateness of decision-making at meetings ofthe Board of Directors by making proposals that contribute to thestrengthening of the internal control system, including themanagement of regulations of the entire Group, and by asking
questions and providing suggestions regarding thecomprehensiveness of matters deliberated by the Investment and
Financing Committee.
He also attended all Audit & Supervisory Board meetings held
during the business year under consideration, and provided
valuable opinions and suggestions from an objective viewpoint
regarding the state of the Company’s corporate governance system.

Attendance at theBoard of Directors
meetings
Attendance at the
Audit &
Supervisory Board
meetings

10/10

11/11

(3) Summary of contents of agreements limiting liability of the Outside Directors and Outside Audit& Supervisory Board Members
The Company has revised the Articles of Incorporation through the 58th Ordinary General Meeting of
Shareholders held on June 29, 2006 and has established a provision in regard to the agreements limiting
liability with Outside Directors and Outside Audit & Supervisory Board Members. Summary of contentsof the agreements limiting liability is as follows:i) Agreements limiting liability of the Outside Directors
If Outside Directors, after entering into this agreement as Directors, neglect their duties and cause
damages to the Company, and are in good faith and are not grossly negligent in performing their duties,
pursuant to Paragraph 1, Article 423, of the Companies Act, Outside Directors shall be liable for thedamages to the Company to the extent of the minimum liability amount pursuant to Paragraph 1,
Article 425 of the said Act or ¥12 million, whichever is higher. The Company shall exempt Outside
Directors from the portion exceeding such liability amount for the damages.
ii) Agreements limiting liability of the Outside Audit & Supervisory Board Members
If Outside Audit & Supervisory Board Members, after entering into this agreement as Audit &Supervisory Board Members, neglect their duties and cause damages to the Company, and are in goodfaith and are not grossly negligent in performing their duties, pursuant to Paragraph 1, Article 423, of
the Companies Act, Outside Audit & Supervisory Board Members shall be liable for the damages to
the Company to the extent of the minimum liability amount pursuant to Paragraph 1, Article 425, ofthe said Act or ¥10 million, whichever is higher. The Company shall exempt Outside Audit &Supervisory Board Members from the portion exceeding such liability amount for the damages.
(4) Summary of Directors and Officers Liability Insurance
The Company has entered into a directors and officers liability insurance policy with an insurancecompany as stipulated in Paragraph 1, Article 430-3 of the Companies Act. The scope of insured persons
covered under said insurance policy is Directors, Audit & Supervisory Board Members, Executive Officers,etc. of the Company and its domestic and overseas subsidiaries, and insured persons do not assume thepremiums. Said insurance policy is intended to cover the claims for damages of insured persons, including
claims for shareholder lawsuits. However, claims for damages arising from willful misconduct or grossnegligence are not covered.

- 64 -

(5) Amount of remuneration for Directors and Audit & Supervisory Board Membersi) Details and decision-making procedure of policy on determining the amount of remuneration,etc. for Directors and Audit & Supervisory Board Members and calculation method thereof
The Company provides policy on determining the amount of remuneration, etc. for Directors andAudit & Supervisory Board Members and calculation method thereof.
Remuneration for Directors consists of the “basic remuneration” paid according to position and role
importance of the Directors as well as corporate performance and individual performance and the“remuneration-type stock options” for the purpose of increasing motivation and incentives toward thecontribution to sustained improvement of business performance and enhancement of corporate value
over the medium to long term.
However, in view of the nature of the duties, the remuneration for Outside Directors is not linked tobusiness performance and consists only of “basic remuneration” paid according to the position.
Furthermore, although remuneration for Audit & Supervisory Board Members is determined throughdiscussions with the Audit & Supervisory Board Member within the scope of the total amount resolvedby the General Meeting of Shareholders, in view of the nature of auditing service, remuneration for
Audit & Supervisory Board Members is not linked to business performance and consists only of “basic
remuneration” paid according to the position.
The Company has formulated the Determination Standard for Director Remunerations, the policy on
determining the remuneration, etc. for each Director that prescribes the composition of remuneration,etc., the level of remuneration for each position and role, business performance indicators and themethod of reflecting such performance indicators in the remuneration, etc., and the method of granting
stock options. All of such contents are deliberated on by the “Management Advisory Committee” thatserves as advisory bodies to the Board of Directors. With the consent of the Management Advisory
Committee and the subsequent resolution by the Board of Directors, President & Representative
Director, CEO, Koki Ando determines the amount of remuneration for each Director in accordance with
the Determination Standard for Director Remunerations. (Please refer to (4) below for details regarding
the delegation of the determination of the amount of remuneration for each individual Director to the
President & Representative Director.)
For the fiscal year under review, President & Representative Director, CEO, Koki Ando has
determined the contents of the remunerations, etc. for each Director in accordance with the
Determination Standard for Director Remunerations formulated as the policy on determining the
remuneration, etc. for each Director, and accordingly, the Board of Directors considers that the contentsof the remuneration, etc. for each Director is aligned with the policy on determining the remuneration,etc.
Remuneration for Directors of the Company is provided for the purpose of heightening the
motivation and morale of those Directors in fulfilling their roles, achieving short-term businessperformance and making contributions to continuous improvement of corporate value over the medium
term. In order to have an appropriate remuneration composite to fulfill such purposes, the percentagesof the “basic remuneration” and the “remuneration-type stock options” to the total amount are designed
to be approximately 60 to 80% for the former and approximately 20 to 40% for the latter, depending on
the position and the fluctuations in the stock price.
The monthly provision of “basic remuneration” consists of the fixed portion based on the position
and the role of the Director and the performance-linked portion that is linked to the company’s businessperformance and the degree of individual performance during the fiscal year under review. The
performance-linked portion is designed to vary within the range of up to 20% of the base amount relative
to the actual results of the “consolidated performance indicators” and “individual performance
evaluation indicators” of the Company, or within the range of up to 40% both indicators combined, andwill be reflected in the performance-linked portion of the “basic remuneration” for the following fiscal
year.
For Outside Directors and Audit & Supervisory Board Members, only the fixed portion of the “basic
remuneration” is paid.

- 65 -

From the perspective of facilitating the understanding about the presentation of the Company’s
earnings performance, the consolidated business performance indicators mainly factor in the degree ofachievement towards the plans of “revenue” representing the earning power of the core business of allcompanies under the Company and “profit attributable to owner of parent” signifying the ultimate
responsibility to shareholders, and the year-on-year variance thereof.
To evaluate individual performance, the Company clarifies the individual responsibility andperformance and evaluates the degree of accomplishment towards the plans and year-on-year varianceof the business performance of the Company based on a belief that the individual performanceaccomplished through business execution is tied to the business performance of the Company. For the
fiscal year under review, indicators including business performance of all companies, respective
business divisions in charge, and respective operating companies in charge are the benchmark toevaluate individual performance. The percentage weights of these indicators used in the evaluationdiffers, depending on the rank of each individual.
The actual results against the targets of above consolidated business performance indicators for the
fiscal year under review that is reflected in the performance-linked portion of the basic remuneration is
as follows: The standard evaluation for each indicator is set at 100%, and these results are reflected in
the performance-linked portion of the basic remuneration for the following fiscal year.
Unit: Billions of yen
Category

Results for the
fiscal year underreview

Revenue

569.7

Profit attributableto owners of theparent35.4

Plan
Amount540.0

FY3/2021
Ratio

Amount

Ratio

+5.5%

506.1

+12.6%

31.0 to 33.0 +7.3% to +14.2%

40.8(13.3)%The Company provides part of the remuneration as stock options for shares so that heightened
motivation and morale to contribute to sustained improvement of business performance andenhancement of corporate value over the medium to long term will result in promotion of shareholders’interest of the Company. Regarding the calculation method, the number of stock acquisition rights
granted shall be calculated by multiplying a certain amount of the previous year’s basic remunerationby each rank’s coefficient and dividing this derived amount by a share price calculated. The share priceis calculated using the Black-Scholes formula based on the average share price from February to April,
the year before the grant date.
The calculation period is based on a one-year term of office of Directors, and rights are granted after
the one-year term of office. For specific granting and exercising conditions, please refer to “Internet
Disclosure Items I. Matters Related to Stock Acquisition Rights of the Company.”
The maximum amount of remuneration for Directors and Audit & Supervisory Board Members(basic remuneration) by resolution of the General Meeting of Shareholders (not including employee
equivalent salaries paid to Director who is also employee) is not exceeding ¥700 million per year (ofwhich ¥100 million or less for Outside Directors; by resolution of the 68th Ordinary General Meetingof Shareholders held on June 28, 2016) for Director, and not exceeding ¥60 million per year for Audit& Supervisory Board Member (by resolution of the 47th Ordinary General Meeting of Shareholders
held on June 29, 1995). At the conclusion of this Ordinary General Meeting of Shareholders, the number
of Directors is eight (including five Outside Directors) and the number of Audit & Supervisory Board
Members is four.
The maximum amount of remuneration-type stock options for Director (excluding Outside Director)
by resolution of the General Meeting of Shareholders is not exceeding ¥500 million per year (byresolution of the 60th Ordinary General Meeting of Shareholders held on June 27, 2008 and resolutionof the 73rd Ordinary General Meeting of Shareholders held on June 25, 2021). At the conclusion of the73rd Ordinary General Meeting of Shareholders held on June 25, 2021, the number of Directors is three(excluding five Outside Directors).

- 66 -

ii) Total amount of remuneration, etc. by type of officer, total amount by type of remuneration, etc.
and number of eligible officers
Total amount of remuneration by type (Millions of yen)
Title of officer

Total amount ofdividend(Millions of yen)

Basic remuneration

Directors(Of which Outside
Directors)

619
(50)

414
(50)

26
(–)

178
(–)

8
(5)

Audit &
Supervisory Board
Members(Of which Outside
Audit &
Supervisory Board
Members)

44
(28)

44
(28)

–
(–)

–
(–)

3
(2)

Total
(Of which Outside
Board Members)

664
(78)

459
(78)

26
(–)

178
(–)

11
(7)

Fixed
remuneration, etc.

Performancelinked
remuneration

The number of
eligible officers(People)Stock option(Note) The above performance-linked remuneration reflects the business performance of the previous fiscal year (fiscal
year ended March 31, 2021).

iii) Total amount of consolidated remuneration, etc. for each officer

Name

Koki Ando
Noritaka Ando

Total amount ofconsolidated
remuneration,
etc.
(Millions ofyen)

Total amount of remuneration by type(Millions of yen)
Title of officer

Type ofcompany

Basic remuneration
Fixed
remuneration,
etc.

Performancelinked
remuneration

Stock option

371 Director

The Company

231

17

122

Director

The Company

69

4

45

Director

NISSIN FOOD
PRODUCTS
CO., LTD.

69

4

–

193

iv) Organization and procedures for determining remuneration, etc. for Directors in the fiscal year
under review
A resolution was passed at a meeting of the Board of Directors to delegate the determination of the specificcontents of the basic remuneration for each Director for the fiscal year under review to President &Representative Director, CEO, Koki Ando. The authority is delegated to determine the contents of the basic
remuneration for each Director in accordance with the Determination Standard for Director Remunerations,
within the limit of the remuneration for Directors (basic remuneration) that is adopted by the resolution of
the General Meeting of Shareholders. The Company judges that it is best to delegate individual Directors’
evaluation to be performed by the Representative Director from the viewpoint of the degree of contribution
to businesses and business performance of the Company across the board.
The Board of Directors has resolved that the Management Advisory Committee shall deliberate on thecontents of the Determination Standard for Director Remunerations to ensure that this delegated authority isproperly exercised, and President & Representative Director shall determine the contents of the basic
remuneration for each Director in accordance with the Determination Standard for Director Remunerations
approved by the Management Advisory Committee.

- 67 -

5. Status of Financial Auditor(1) Name of the financial auditor
Deloitte Touche Tohmatsu LLC(2) The amount of Remuneration for the financial auditor in relation to the fiscal year under reviewi) Remuneration payable by the Company to the financial auditor for the fiscal year under review
The amount of remuneration and other amounts with regard to services defined under Paragraph 1,
Article 2, of the Certified Public Accountants Act¥77 millionii) Total amount of cash and other economic benefits payable by the Company and its consolidated
subsidiaries to the financial auditor¥158 million(Notes) 1.

2.

In the audit agreement between the Company, its consolidated subsidiaries and the financial auditor,
remuneration amount in regard to audit pursuant to the Companies Act and the remuneration amount inregard to audit pursuant to the Financial Instruments and Exchange Act are not categorized. As it also
cannot be categorized in essence, the amounts shown in i) and ii) represent the total amount of these
remuneration amounts.
As a result of conducting the necessary verification on the appropriateness of the contents of the audit
plan of the financial auditor, the status of performance of the financial audit, and the grounds forcalculating remuneration, etc., the Audit & Supervisory Board resolved that it is appropriate to approve
the amount of remuneration, etc. for the financial auditor.

(3) Status of audit at consolidated subsidiaries
Among the Company’s consolidated subsidiaries, some of the overseas subsidiaries are audited byother certified public accountants or audit firms (including those who have equivalent certificates inforeign countries) other than the Company’s financial auditor.
(4) Details of non-auditing services
The Company pays fees to Deloitte Touche Tohmatsu LLC for advisory services related to planningthe preparation of an Integrated Report, as services other than ones defined under Paragraph 1, Article
2 of the Certified Public Accountants Act.
(5) Policy for determination of dismissal or refusal to reelect financial auditor
Other than the Company’s convenience, if an event occurs in which serious hindrance is caused to
the Company’s auditing services, in such situations where the financial auditor conflicts with or does
not comply with the Companies Act, the Certified Public Accountants Act and the like, or has received
a disposition such as suspension of auditing services from the supervising authority, the Audit &Supervisory Board shall consider to dismiss or not reappoint the financial auditor concerned based on
the facts. If dismissal or non-reappointment is judged appropriate, the Audit & Supervisory Board will
resolve the dismissal or non-reappointment of the financial auditor, and the Board of Directors, basedon the resolution concerned, shall submit the relevant proposal to the General Meeting of Shareholders.
(6) Overview of the agreements limiting liability of the financial auditor
Agreements limiting liability have not been concluded between the financial auditor and theCompany.

- 68 -

6. Policy Relating to the Decision of Dividends of Surplus
The Company constantly endeavors to increase the Group’s earning potential, recognizing growth in
the corporate value and the provision of appropriate shareholder returns as the most importantmanagement priorities. Our basic policy is to provide continuous and stable returns to shareholders while
taking consolidated business results and future capital requirements into consideration.
With respect to the use of internal reserves, we will provide for capital needs, such as capital
investments, R&D spending, and M&A, for the purpose of further increasing corporate value, and will
efficiently invest surplus funds with risks taken into account.
Based on the above policy, with respect to future dividends to shareholders, we will endeavor to havea payout ratio of around 40%.

(Notes) 1. Until otherwise stated in this document, amounts and number of shares presented in this business reportless than one full unit have been rounded down. However, in respect of figures of hundred million unit
have been rounded to the nearest unit of hundred million, and basin income per share, equity attributableto owners of the parent, and percentages, figures have been rounded to the nearest unit.
2. Consumption tax is not included in stated amounts.

- 69 -

Consolidated Financial Statements <IFRS>
Consolidated Statements of Financial Position (As of March 31, 2022)(Millions of yen)Account Title
AssetsCurrent assets
Cash and cash equivalents
Trade and other receivables
Inventories
Income taxes receivable
Other financial assets
Other current assets
Non-current assets
Property, plant and equipment
Goodwill and intangible assets
Investment property
Investments accounted for using theequity method
Other financial assets

AmountAccount Title

259,626
102,005
89,60047,638590
10,271
9,520
423,797
260,506
12,205
7,307

167,962
123,251
13,2425,509
3,450
22,50870,87031,673
16,925
5,177
268

44,006

Deferred tax liabilities

14,347

85,107

Other non-current liabilities

Deferred tax assets

11,990Total liabilities

Other non-current assets

2,674

EquityEquity attributable to owners of theparentShare capital
Capital surplus
Treasury shares
Other components of equity
Retained earnings
Non-controlling interests

Total assets

AmountLiabilities
Current liabilities
Trade and other payables
Borrowings
Accrued income taxes
Other financial liabilities
Other current liabilities
Non-current liabilities
Borrowings
Other financial liabilities
Defined benefit liabilities
Provisions

683,4232,478
238,832

407,660
25,122
49,862(11,828)
45,221
299,281
36,930Total equity

444,590

Total liabilities and equity

683,423- 70 -

Consolidated Statements of Income (Year ended March 31, 2022)(Millions of yen)Account Title

AmountRevenue
Cost of sales

569,722375,219

Gross profit
Selling, general and administrative expenses
Gain on investments accounted for using the equity method
Other income
Other expenses

194,502
151,518
3,656
1,987
2,013

Operating profit

46,614

Finance income
Finance costs

3,071
503

Profit before tax

49,182

Income tax expense

10,927

Profit38,255

Profit attributable to
Owners of the parent
Non-controlling interests

35,412
2,842

Profit38,255(Note)

Amounts less than presentation units are rounded down.

- 71 -

Non-consolidated Financial Statements <JGAAP>
Balance Sheet (As of March 31, 2022)(Millions of yen)Account Title

AmountAccount Title

AssetsCurrent assets
Cash and deposits
Accounts receivable-trade98,32149,09331,298Raw materials and supplies

3,662

Prepaid expenses
Short-term loans receivable fromsubsidiaries and associates
Accounts receivable-other
Income taxes receivable
Other
Less: Allowance for doubtfulreceivables
Fixed assets
Property, plant and equipment
Buildings
Structures

324

Accrued expenses
Accrued income taxes
Deposits received
Unearned revenue

1,445
1,084
88,272
96(81)
319,465
16,342
6,749
523

7,487
88
368
730
1
642
86
302,392
78,731
169,564
39,44414,000

Other763

Less: Allowance for doubtfulreceivables

(112)

Other
Long-term liabilities
Long-term borrowings
Lease liabilities beyond one year
Deferred tax liabilities
Deferred tax liabilities on land
revaluation
Provision for retirement benefits
Other

483
30,50321,00049
6,661

Total liabilities

170,202

EquityShareholders’ equity
Common stock
Capital surplus
Legal capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for reduction entry oflandReserve for improvement offacilities
Reserve for overseas market
development
Reserve for productdevelopment
Reserve for special accountGeneral reserve
Retained earnings brought
forward
Less: Treasury stock, at cost
Valuation and translation adjustments
Unrealized gain (loss) on availablefor-sale securities
Deferred gain (loss) on hedges
Land revaluation reserve
Stock acquisition rights

Total assets

48

1,032
358
7,226

0
759

Investments in capital of subsidiaries
and associates
Long-term loans receivable fromsubsidiaries and associates

6,000

6,443

VehiclesTools, furniture and fixtures

Shares of subsidiaries and associates

139,69837
35,787

Accrued payables

365

Leased assets
Construction in progress
Intangible fixed assets
Trademark right
Software
Other
Investments and other assets
Investments in securities

Amount5,405

Machinery and equipment

Land

Liabilities
Current liabilities
Notes payable-trade
Accounts payable-trade
Current portion of long-termborrowings
Lease liabilities within one year

417,786

442
229
2,120

212,178
25,122
48,37048,370150,513
6,280
144,233
2,572
200
200
300
125
60,30080,535(11,828)
32,77639,22071(6,515)
2,629

Total equity

247,584

Total liabilities and equity

417,786- 72 -

Statement of Income (Year ended March 31, 2022)(Millions of yen)Account Title

AmountRevenue
Revenue from management support services
Dividend income from subsidiaries and associates
Other revenue

17,264
15,293
17,88350,441

Cost of sales

16,051Gross profit

34,389Selling, general and administrative expenses

17,846

Operating profit

16,542Non-operating income
Interest income
Dividend income
Foreign exchange gains
Other

69
1,427
74
121

Non-operating expenses
Interest expense
Commission for purchase of treasury stock
Other

91
23
9

Ordinary profit

125
18,109Extraordinary gains
Gain on sales of fixed assets
Gain on sales of investments in securities

1
7,828

Extraordinary losses
Loss on disposal of fixed assets
Loss on valuation of investment in securities
Other

52
4
22

Profit before income taxes

7,829

78
25,860

Income taxes - current
Income taxes - deferred

3,236(1,823)

Profit(Note)

1,692

1,413
24,447

Amounts less than presentation units are rounded down.

- 73 -

Audit Reports
Audit Report of Financial Auditor on Consolidated Financial Statements(Translation)

INDEPENDENT AUDITORS’ REPORTMay 12, 2022
To the Board of Directors of
NISSIN FOODS HOLDINGS CO., LTD.
Deloitte Touche Tohmatsu LLC
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Motoyuki Suzuki
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Emiko Minowa
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Osamu Hattori
Audit Opinion
Pursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the consolidated financial statements of
NISSIN FOODS HOLDINGS CO., LTD. and its consolidated subsidiaries for the fiscal year from April 1, 2021 to March
31, 2022, namely, the consolidated statement of financial position, the consolidated statement of income, the consolidated
statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash
flows, and the notes to consolidated financial statements.
In our opinion, the consolidated financial statements referred to above are in conformity with the accounting standard
provided by the second sentence of Article 120, Paragraph 1 of the Regulation on Corporate Accounting that omits certain
disclosure items required under International Financial Reporting Standards, and present fairly, in all material respects, thefinancial position of NISSIN FOODS HOLDINGS CO., LTD. and its consolidated subsidiaries as of March 31, 2022, andthe results of their operations for the year then ended.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities underthose standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the Company and its consolidated subsidiaries in accordance with the ethicalrequirements that are relevant to our audit of the consolidated financial statements in Japan, and we have fulfilled our ethicalresponsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Other Information
Other information is found in the business report and the annexed detailed statements thereto. Management is responsible
for the preparation and presentation of other information. Audit & Supervisory Board Members and the Audit & Supervisory
Board are responsible for overseeing the Directors’ performance of duties within the maintenance and operation of thereporting process for other information.
Other information is not included in the scope of the Auditor’s audit opinion of the consolidated financial statements,
and the Auditor does not provide opinions on those other information.
The Auditor’s responsibility in auditing the consolidated financial statements is to read through the other informationand during that process to evaluate whether there are significant discrepancies between the other information and theconsolidated financial statements, or between the knowledge obtained by the Auditor during the auditing process, and to
pay attention for signs of significant errors in other information aside from those significant discrepancies.
Where the Auditor deems that there are significant errors in other information based on its auditing work, the Auditor isrequired to report those facts.
The Auditor has no items to report regarding other information.

- 74 -

Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements under theaccounting standard provided by the second sentence of Article 120, Paragraph 1 of the Regulation on Corporate Accountingthat omits certain disclosure items required under International Financial Reporting Standards, and for such internal control
as management determines is necessary to enable the preparation of consolidated financial statements that are free frommaterial misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it is appropriate toprepare the consolidated financial statements with the assumption of a going concern, and pursuant to the accounting
standard provided by the second sentence of Article 120, Paragraph 1 of the Regulation on Corporate Accounting that omits
certain disclosure items required under International Financial Reporting Standards, for disclosing, as necessary, mattersrelated to going concern.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the Directors’
performance of duties within the maintenance and operation of the financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that expresses our opinion
on the consolidated financial statements based on our audit from an independent point of view. Misstatements can arise fromfraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the decisions of users of these consolidated financial statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit process to perform the following:-

Identify and assess the risks of material misstatement, whether due to fraud or error, and design and perform audit
procedures responsive to those risks. Selecting audit procedures to be applied is at the discretion of the auditor.
Obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
When auditing the consolidated financial statements, obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the circumstances in making risk assessments, but not forthe purpose of expressing an opinion on the effectiveness of the entity’s internal control.
Evaluate the appropriateness of accounting policies used by management and their method of application, as wellas the reasonableness of accounting estimates made by management and related notes thereto.
Conclude on the appropriateness of preparing the consolidated financial statements with the assumption of a going
concern by management, and based on the audit evidence obtained, whether a material uncertainty exists related toevents or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the notes tothe consolidated financial statements or, if the notes to the consolidated financial statements on material uncertainty
are inadequate, to express a qualified opinion with exceptions on the consolidated financial statements. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events
or conditions may cause the Group to cease to continue as a going concern.
Evaluate whether the presentation of the consolidated financial statements and notes to the consolidated financial
statements are in conformity with the accounting standard provided by the second sentence of Article 120, Paragraph
1 of the Regulation on Corporate Accounting that permits the omission of certain disclosure items required underInternational Financial Reporting Standards, as well as evaluate the presentation, structure, and content of theconsolidated financial statements, including the related notes thereto, and whether the consolidated financial
statements fairly present the underlying transactions and accounting events.
Obtain sufficient appropriate audit evidence regarding the financial information of the Company and its consolidated
subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the audit of the consolidated financial statements. We remain solely responsible forour audit opinion.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among othermatters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit process, and other matters required by auditing standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with a statement that wehave complied with relevant ethical requirements in Japan regarding independence, and to communicate with them all
relationships and other matters that may reasonably be deemed to bear on our independence, and where applicable, related
safeguards in order to eliminate or reduce obstruction factors.
Conflicts of Interest
We or engagement partners have no interests in the Company and its consolidated subsidiaries, which should be statedin compliance with the Certified Public Accountants Act.

- 75 -

Audit Report of Financial Auditor(Translation)

INDEPENDENT AUDITORS’ REPORTMay 12, 2022
To the Board of Directors of
NISSIN FOODS HOLDINGS CO., LTD.
Deloitte Touche Tohmatsu LLC
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Motoyuki Suzuki
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Emiko Minowa
Designated Limited Liability Partner,
Engagement Partner,
Certified Public Accountant: Osamu Hattori
Audit Opinion
Pursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the financial statements of NISSINFOODS HOLDINGS CO., LTD. for the 74th fiscal year from April 1, 2021 to March 31, 2022, namely, the balance sheet,the statement of income, the statement of profit or loss, the statement of changes in equity, the significant accounting
policies, and other notes, and the accompanying supplemental schedules (hereafter referred to as the “financial statements,etc.”).
In our opinion, the financial statements, etc. referred to above present fairly, in all material respects, the financial position
of NISSIN FOODS HOLDINGS CO., LTD. as of March 31, 2022, and the results of its operations for the year then ended
in conformity with accounting principles generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities underthose standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of
our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of
the financial statements in Japan, and we have fulfilled our ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Other Information
Other information is found in the business report and the annexed detailed statements thereto. Management is responsible
for the preparation and presentation of other information. Audit & Supervisory Board Members and the Audit & Supervisory
Board are responsible for overseeing the Directors’ performance of duties within the maintenance and operation of thereporting process for other information.
Other information is not included in the scope of the Auditor’s audit opinion of the financial statements, etc., and the
Auditor does not provide opinions on those other information.
The Auditor’s responsibility in auditing the financial statements, etc. is to read through the other information and duringthat process to evaluate whether there are significant discrepancies between the other information and the financial
statements, etc., or between the knowledge obtained by the Auditor during the auditing process, and to pay attention forsigns of significant errors in other information aside from those significant discrepancies.
Where the Auditor deems that there are significant errors in other information based on its auditing work, the Auditor isrequired to report those facts.
The Auditor has no items to report regarding other information.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for the
Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements, etc. in conformity withaccounting principles generally accepted in Japan, and for such internal control as management determines is necessary toenable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

- 76 -

In preparing the financial statements, management is responsible for assessing whether it is appropriate to prepare thefinancial statements with the assumption of a going concern, and in accordance with accounting principles generally
accepted in Japan, for disclosing, as necessary, matters related to going concern.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the Directors’
performance of duties within the maintenance and operation of the financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor’s report that expresses our opinion on thefinancial statements based on our audit from an independent point of view. Misstatements can arise from fraud or error andare considered material if, individually or in the aggregate, they could reasonably be expected to influence the decisions ofusers of these financial statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit process to perform the following:-

Identify and assess the risks of material misstatement, whether due to fraud or error, and design and perform audit
procedures responsive to those risks. Selecting audit procedures to be applied is at the discretion of the auditor.
Obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

-

When auditing the financial statements, etc., obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstances in making risk assessments, but not for the
purpose of expressing an opinion on the effectiveness of the entity’s internal control.

-

Evaluate the appropriateness of accounting policies used by management and their method of application, as wellas the reasonableness of accounting estimates made by management and related notes thereto.

-

Conclude on the appropriateness of preparing the financial statements, etc. with the assumption of a going concern
by management, and based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the notes to the financial
statements, etc. or, if the notes to the financial statements, etc. on material uncertainty are inadequate, to express aqualified opinion with exceptions on the financial statements, etc. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease
to continue as a going concern.

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Evaluate whether the presentation of the financial statements, etc. and notes to the financial statements, etc. are inaccordance with accounting standards generally accepted in Japan, as well as evaluate the presentation, structure,and content of the financial statements, etc., including the related notes thereto, and whether the financial statements,
etc. fairly present the underlying transactions and accounting events.

We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among othermatters, the planned scope and timing of the audit and significant audit findings including any significant deficiencies ininternal control that we identify during our audit process, and other matters required by auditing standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with a statement that wehave complied with relevant ethical requirements in Japan regarding independence, and to communicate with them all
relationships and other matters that may reasonably be deemed to bear on our independence, and where applicable, related
safeguards in order to eliminate or reduce obstruction factors.
Conflicts of Interest
We or engagement partners have no interests in the Company and its consolidated subsidiaries, which should be statedin compliance with the Certified Public Accountants Act.

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Audit Report of Audit & Supervisory Board(Translation)

Audit Report
With respect to the Directors’ performance of their duties during the 74th business year (from April 1, 2021 to March 31,2022), the Audit & Supervisory Board has prepared this audit report, as the agreed opinion of all the Audit & Supervisory
Board Members formed as a result of their deliberations, based on the audit reports prepared by each Audit & Supervisory
Board Member, and hereby reports as follows:
1. Method and Contents of Audit by Audit & Supervisory Board Members and the Audit & Supervisory Board(1) The Audit & Supervisory Board has established the audit policies, assignment of duties, etc., and received a reportfrom each Audit & Supervisory Board Member regarding the status of implementation of their audits and results
thereof. In addition, the Audit & Supervisory Board has received reports from the Directors etc. and the financial
auditor regarding the status of performance of their duties, and requested explanations as necessary.
(2) In conformity with the Audit & Supervisory Board Member auditing standards established by the Audit &Supervisory Board, and in accordance with the audit policies and assignment of duties, etc., each Audit & Supervisory
Board Member endeavored to facilitate mutual understanding with the Directors, the internal audit office and other
employees, etc., endeavored to collect information and maintain and improve the audit environment, and conducted
the audit based on the following method through means of telephone lines and the Internet.
1) Each Audit & Supervisory Board Member attended the meetings of the Board of Directors and other important
meetings, received reports on the status of performance of duties from the Directors and employees, etc. andrequested explanations as necessary, inspected important approval/decision documents, and investigated the statusof the corporate affairs and assets at the head office and other principal business locations. With respect to thesubsidiaries, each Audit & Supervisory Board Member endeavored to facilitate mutual understanding andinformation exchange with the Directors and Audit & Supervisory Board Members, etc. of each subsidiary andreceived reports on their respective businesses from the subsidiaries as necessary.
2) Each Audit & Supervisory Board Member received reports on a regular basis from the Directors and employees,
etc., requested explanations as necessary, and provided opinions, with respect to establishment and operation of
the internal control systems which shall be developed and maintained based on the Board of Directors’ resolutions
regarding the development and maintenance of the systems to ensure that the Directors’ performance of their duties
mentioned in the business report is complied with applicable laws and regulations and the Articles of Incorporationof the Company and other systems being necessary for ensuring the appropriateness of the corporate affairs of anenterprise consisting of a joint stock company (kabushiki kaisha) and its subsidiaries that are set forth in Article
100, Paragraphs 1 and 3 of the Ordinance for Enforcement of the Companies Act.
3) Each Audit & Supervisory Board Member monitored and verified whether the financial auditor maintained its
independence and properly conducted its audit, received a report from the financial auditor on the status of its
performance of duties, and requested explanations as necessary. Each Audit & Supervisory Board Member was
notified by the financial auditor that it had established a “system to ensure that the performance of the duties ofthe financial auditor was properly conducted” (the matters set forth in the items of Article 131 of the Ordinance on
Accounting of Companies) in accordance with the “Quality Control Standards for Audits” (Business Accounting
Council, October 28, 2005), and requested explanations as necessary.
Based on the above-described methods, we examined the business report, the annexed detailed statements thereto
and the financial statements (balance sheet, statement of income, statement of changes in equity, and notes to financial
statements) and the annexed detailed statements thereto, as well as the consolidated financial statements (consolidated
statement of financial position, consolidated statement of income, consolidated statement of changes in equity, andnotes to consolidated financial statements), for the business year under consideration.
2. Results of Audit(1) Results of Audit of Business Report etc.
i) We acknowledge that the business report and the annexed detailed statements thereto fairly present the status of theCompany in conformity with the applicable laws and regulations and the Articles of Incorporation of the Company.
ii) We acknowledge that no misconduct or material fact constituting a violation of any law or regulation or the Articles
of Incorporation of the Company was found with respect to the Directors’ performance of their duties.
iii) We acknowledge that the Board of Directors’ resolutions with respect to the internal control systems are appropriate.
We did not find any matter to be mentioned with respect to the contents in the business report and Directors’
performance of their duties concerning the internal control systems.

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(2) Results of Audit of Financial Statements and their Annexed Detailed Statements
We acknowledge that the methods and results of audit performed by the financial auditor Deloitte Touche Tohmatsu
LLC, are appropriate.
(3) Results of Audit of Consolidated Financial Statements
We acknowledge that the methods and results of audit performed by the financial auditor Deloitte Touche Tohmatsu
LLC, are appropriate.
May 13, 2022
Audit & Supervisory Board of NISSIN FOODS HOLDINGS CO., LTD.
Full-time Audit & Supervisory Board Member
Full-time Audit & Supervisory Board Member(Outside Audit & Supervisory Board Member)
Audit & Supervisory Board Member(Outside Audit & Supervisory Board Member)- 79 -

Masahiko Sawai
Naohiro Kamei
Chisugi Mukai