CONVOCATION NOTICE of the 177Th ORDINARY GENERAL MEETING of SHAREHOLDERS
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This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. (Securities Code: 2002) June 3, 2021 To Those Shareholders with Voting Rights Nobuki Kemmoku Director and President Nisshin Seifun Group Inc. 25, Kanda-Nishiki-cho 1-chome, Chiyoda-ku, Tokyo JAPAN CONVOCATION NOTICE OF THE 177th ORDINARY GENERAL MEETING OF SHAREHOLDERS This is to notify you that the 177th Ordinary General Meeting of Shareholders of Nisshin Seifun Group Inc. (the “Company”) will be held as described below. In order to prevent the spread of COVID-19, we request that shareholders refrain from attending the meeting in person. Instead, to exercise your voting rights, please review the “Reference Documents for the General Meeting of Shareholders,” and exercise your voting rights by one of the following methods no later than 5:30 p.m. (JST), Thursday, June 24, 2021. [Voting in Writing (by Postal Mail)] Please indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form, and return the form by no later than the aforementioned deadline for the exercise of voting rights. [Voting Electronically (via the Internet)] Please refer to the enclosed “The COVID-19 Infection Prevention Measures at the 177th Ordinary General Meeting of Shareholders” and “Guidance of ‘Smart Exercise,’” and vote for or against each of the proposals at the voting rights exercise website by no later than the aforementioned deadline for the exercise of voting rights. 1. Date and Time: Friday, June 25, 2021 at 10:00 a.m. (Reception from 9:00 a.m.) 2. Place: Tokyo Marriott Hotel, B1 The GOTENYAMA Ballroom 4-7-36, Kitashinagawa, Shinagawa-ku, Tokyo If there are any changes to the above times, place, or any other items, as a result of the COVID-19 pandemic, etc., the information will be posted on the Company’s website (https://www.nisshin.com/ir/stock/meeting/). 3. Agenda of the Meeting: Matters to be reported: 1. Business Report and Consolidated Financial Statements for the 177th fiscal term (from April 1, 2020 to March 31, 2021) and results of audits on the Consolidated Financial Statements by the Independent Auditor and the Audit & Supervisory Committee 2. Non-consolidated Financial Statements for the 177th fiscal term (from April 1, 2020 to March 31, 2021) Proposal to be resolved: Proposal No. 1: Dividends from Surplus Proposal No. 2: Election of Ten (10) Directors (Excluding Directors Who Are Members of the Audit & Supervisory Committee) Proposal No. 3: Election of Four (4) Directors Who Are Members of the Audit & Supervisory Committee Proposal No. 4: Renewal of the Resolution to Approve Gratis Allotment of Subscription Rights to Shares for Securing and Improving Corporate Value of the Company and the Common Interests of the Shareholders 1 4. Matters concerning the Exercise of Voting Rights Handling of multiple voting (1) If you exercise your voting rights via the Internet more than once, your final vote shall be deemed valid. (2) If you exercise your voting rights by two different methods, that is, via the Internet as well as by mailing the Voting Rights Exercise Form, the vote via the Internet shall be deemed valid. 5. Other Matters concerning this Convocation Notice Of the documents to be provided with this Convocation Notice, “Subscription Rights to Shares,” “Systems to Ensure Appropriate Business Execution and the Status of Operation of Systems Concerned,” and “Basic Policies Regarding Control of the Corporation” in the Business Report, the “Consolidated Statement of Changes in Net Assets,” the “Notes to the Consolidated Financial Statements,” the “Non-consolidated Statement of Changes in Net Assets” and the “Notes to the Non-consolidated Financial Statements” are provided on the Company’s website (https://www.nisshin.com/english/shareholders/meeting.html) in accordance with laws and regulations and Article 15 of the Company’s Articles of Incorporation, and they are therefore not attached herewith. The Business Report, the Consolidated Financial Statements, and the Non-consolidated Financial Statements audited by the Audit & Supervisory Committee, and the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the Independent Auditor consist of the items posted on the Company’s aforementioned website, as well as the documents included with this Convocation Notice. - Modifications, if any, to the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements and the Reference Documents for the General Meeting of Shareholders will be posted on the Company’s website (https://www.nisshin.com/ir/stock/meeting/). In order to prevent the spread of COVID-19, we request that you exercise your voting rights, in writing or via the Internet, and refrain from coming to the meeting in person. - Please refer to the enclosed “The COVID-19 Infection Prevention Measures at the 177th Ordinary General Meeting of Shareholders” for points to note regarding attendance in person. - If you are attending the meeting in person, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting. To conserve paper resources, please bring this Convocation Notice with you. - If a proxy is attending the meeting on your behalf, the proxy shall present written proof of his/her power of representation and the Voting Rights Exercise Form at the reception desk on arrival at the meeting. You may appoint only one proxy, who shall be a shareholder of the Company with voting rights. - Please note that the place, time, operating methods, etc., of the meeting is subject to change depending on the state of the COVID-19 pandemic, etc. If there are any changes, the information will be posted on the Company’s website (https://www.nisshin.com/ir/stock/meeting/). 2 Business Report (From April 1, 2020 to March 31, 2021) 1. Overview of the Corporate Group (1) Business Progress and Results [1] Business Environment and Performance of the Group During the fiscal year ended March 31, 2021, as the world continues to grapple with a repeated pattern of expansion and retreat in infections from COVID-19, the global economy, led by the United States and China, turned toward recovery in the second half of 2020. In contrast, the Japanese economy remained shrouded in uncertainty, as notably slow recovery in non-manufacturing sectors countered robust production and exports in the country’s manufacturing sector. Under these conditions, the Group placed highest priority on its corporate mission of ensuring the stable supply of foods involving wheat flour, as well as the safety of the employees who support this mission. In each business, along with stronger measures to target both expansion in demand for at-home dining as new lifestyle patterns and other social changes emerge and growth sales channels, the Group took decisive steps for building the foundation for further growth through initiatives to realize its long-term vision called “NNI ‘Compass for the Future’— Toward a New Stage—Maximizing Group-wide Capabilities and Effecting Business Model Change.” As one such initiative, in November 2020, the Group entered a business partnership agreement with the National Federation of Agricultural Cooperative Associations designed to ensure the stable supply of domestically produced wheat and other domestic agricultural and livestock products and stable procurement of product ingredients. With respect to performance, consolidated net sales for the fiscal year ended March 31, 2021, decreased 4.6% year on year to ¥679,495 million. This result primarily reflected a decline in shipments of commercial-use wheat flour in Japan and abroad due to the COVID-19 pandemic, price reductions for wheat flour implemented in the flour milling business in Japan in January 2020, and a decrease in facility construction in the engineering business. These factors outweighed positive effects in the first quarter from the consolidation of Tokatsu Foods Co., Ltd. in July 2019. In terms of profits, operating profit decreased 5.7% year on year to ¥27,197 million, ordinary profit was down 4.9% to ¥29,886 million, and profit attributable to owners of parent declined 15.2% to ¥19,011 million. While profits rose atop performance recovery in the U.S. flour milling business, growth in sales of household- use products driven by effects from the COVID-19 pandemic and brisk sales of raw materials for pharmaceuticals, earnings declined overall primarily due to a downturn in sales revenue in the flour milling business in and outside of Japan from the continuing impact of people avoiding outings, etc., coupled with weaker sales in the prepared dishes and other prepared foods business and a decrease in facility construction. The decline in profit attributable to owners of parent, meanwhile, mainly reflected the absence of extraordinary income posted a year earlier from a gain on step acquisitions accompanying the consolidation of Tokatsu Foods Co., Ltd. With respect to dividends, one of the Company’s basic policies is to maintain a payout ratio of at least 40% on a consolidated basis and to raise dividends on an ongoing basis. Consequently, the Company decided to pay a full-year dividend of ¥37 per share, which includes, in addition to a year-end dividend up ¥1 from the previous fiscal year, a dividend of ¥2 per share commemorating the Company’s 120th Anniversary. [2] Review of Operations of the Group In the domestic market, the Group strove to strengthen sales promotion activities and enhance productivity in all of its business fields, as well as continuously implementing cost reductions and ensuring appropriate profits commensurate with purchasing costs. The Group aggressively implemented measures to strengthen its business foundations in overseas markets as well.