Disclaimer:

This is an English translation of the Annual Securities Report filed to the Director of the Kanto Local Finance Bureau via Electronic Disclosure for Investors' NETwork ("EDINET") pursuant to the Financial Instruments and Exchange Act of Japan.

This document is translated from the Japanese original report only for reference purposes. This document does not contain or constitute any guarantee and the Company will not compensate any losses and/or damage stemming from actions taken based on this document. In the case that there is any discrepancy between the Japanese original report and this document, the Japanese original report shall prevail.

Annual Securities Report

(Report pursuant to Article 24, Paragraph 1 of the

Financial Instruments and Exchange Act)

Fiscal year

(From April 1, 2022

(The 105th Term)

to March 31, 2023)

Nichirei Corporation (E00446)

6-19-20 Tsukiji, Chuo-ku, Tokyo

1

Table of Contents

[Cover]

Page

Part I Corporate Information

4

I. Group Overview

4

1.Trends of Major Management Indicators

4

2.

Corporate History

7

3.

Description of Business

8

4.

Subsidiaries and Affiliates

10

5.

Employees

13

II. Business Overview

16

1.

Management Policy, Business Environment and Issues to be Addressed

16

2.

Approach and Initiatives Concerning Sustainability

21

3.

Business and Other Risks

27

4.

Management's Discussion and Analysis of Financial Condition, Operating Results and Cash Flows

30

5.

Material Business Agreements

37

6.

Research and Development Activities

37

III. Equipment and Facilities

39

1.

Overview of Capital Investments

39

2.

Major Facilities

40

3.

Plan for New Construction and Disposals of Facilities

42

IV. Information on the Filing Company

43

1.

Information about Shares

43

(1)

Total Number of Shares

43

(2)

Information of Share Acquisition Rights

43

(3)

Status of Exercise of Bonds with Share Acquisition Rights with Exercise Price Revision Clause

43

(4)

Changes in Total Number of Shares Issued and Share Capital, etc

43

(5)

Shares by Type of Owner

44

(6)

Status of Major Shareholders

44

(7)

Information on Voting Rights

46

2.

Information on Acquisition of Treasury shares

46

3.

Dividend Policy

47

4.

Corporate Governance

48

(1)

Overview of Corporate Governance

48

(2)

Directors and Officers

54

(3)

Status of Audits

59

(4)

Remuneration for Directors (and other officers)

63

(5)

Equity Securities Held

69

V. Financial Information

72

1.

Consolidated Financial Statements, etc

73

(1)

Consolidated Financial Statements

73

(2)

Others

108

2.

Non-consolidated Financial Statements, etc

109

(1)

Non-consolidated Financial Statements

109

(2)

Major Assets and Liabilities

119

(3)

Others

119

VI. Overview of Stock-related Administration for the Filling Company

120

VII. Reference Information on the Filing Company

121

1.

Information on the Parent Company, etc. of the Filing Company

121

2.

Other Reference Information

121

Part II Information on Guarantors, etc. for the Filing Company

122

[Independent Auditor's Report]

2

[Cover]

[Documents Filed]

Annual Securities Report

[Applicable Law]

Article 24, Paragraph 1 of the Financial Instruments and Exchange Act

[Filed to]

Director of the Kanto Local Finance Bureau

[Filing Date]

June 27, 2023

[Fiscal year]

The 105th Term (from April 1, 2022 to March 31, 2023)

[Company Name]

Kabushikigaisha Nichirei

[Company Name in English]

NICHIREI CORPORATION

[Title and Name of Representative]

Kenya Okushi, Representative director and President

[Location of Registered Office]

6-19-20 Tsukiji, Chuo-ku, Tokyo

[Phone No.]

03 (3248) 2165

[Contact Person]

Tatsuya Tanaka

Group leader, Corporate accounting group, Accounting & Tax division

[Contact Address]

6-19-20 Tsukiji, Chuo-ku, Tokyo

[Phone No.]

03 (3248) 2165

[Contact Person]

Tatsuya Tanaka

Group leader, Corporate accounting group, Accounting & Tax division

[Place Where Available for Public Inspection]

Tokyo Stock Exchange, Inc.

(2-1 Nihonbashi Kabuto-cho,Chuo-ku, Tokyo)

  • In this report, NICHIREI CORPORATION is hereinafter referred to as the "Company" and together with its consolidated subsidiaries as the "Nichirei Group" or the "Group."
  • The term "FY" preceding a year means the twelve-month period ended March 31 of the year subsequent to the year referred to. For example, "FY2022" refers to the twelve-month period ended March 31, 2023. All other references to years refer to the applicable calendar year.
  • Negative balance or amount is presented with "△."
  • "¥" or "yen" means Japanese yen.

3

Part I Corporate Information

I. Group Overview

1.Trends of Major Management Indicators

(1) Consolidated Management Indicators

Fiscal year

101st term

102nd term

103rd term

104th term

105th term

Year end

March 2019

March 2020

March 2021

March 2022

March 2023

Net sales

(Millions of

580,141

584,858

572,757

602,696

662,204

yen)

Operating profit

(Millions of

29,511

31,035

32,949

31,410

32,935

yen)

Ordinary profit

(Millions of

29,864

31,777

33,532

31,667

33,448

yen)

Profit attributable to owners of parent

(Millions of

19,943

19,609

21,212

23,382

21,568

yen)

Comprehensive income

(Millions of

18,956

16,100

25,609

26,792

27,664

yen)

Net assets

(Millions of

183,805

191,388

210,426

217,903

233,513

yen)

Total assets

(Millions of

377,257

390,004

405,719

427,606

457,333

yen)

Net assets per share

(Yen)

1,326.81

1,384.90

1,525.76

1,630.84

1,757.70

Profit per share

(Yen)

149.65

147.16

159.19

176.72

167.14

Diluted profit per share

(Yen)

－

－

－

－

－

Equity ratio

(%)

46.9

47.3

50.1

49.4

49.1

Return on equity

(%)

11.7

10.9

10.9

11.3

9.9

Price-earnings ratio

(Times)

18.2

20.8

17.9

13.4

16.1

Cash flows from operating activities

(Millions of

31,311

39,441

45,453

34,660

37,865

yen)

Cash flows from investing activities

(Millions of

△17,918

△24,300

△32,213

△26,016

△26,844

yen)

Cash flows from financing activities

(Millions of

△9,088

△10,225

△10,709

△14,179

△8,591

yen)

Cash and cash equivalents at end of

(Millions of

20,668

25,434

28,011

23,340

27,767

period

yen)

Number of employees

15,710

15,824

15,383

15,296

15,766

(Average number of temporary employees

(Persons)

(2,918)

(2,922)

(2,708)

(2,692)

(2,656)

during period not included in above)

Equity ratio based on fair value

(%)

96.4

104.4

93.6

71.7

74.9

Interest-bearing liabilities

(Millions of

95,951

96,351

96,423

104,718

114,580

(Amounts excluding lease liabilities)

yen)

(78,923)

(80,669)

(80,757)

(90,172)

(100,064)

Interest-bearing liabilities to cash flow

(Year)

2.6

2.7

2.1

2.2

2.3

ratio

Financial balance

(Millions of

1

105

170

289

281

yen)

Interest coverage ratio

(Times)

42.8

45.3

64.0

72.2

62.9

Amount of capital investments, etc.

(Millions of

24,132

27,287

37,776

27,913

30,416

yen)

Depreciation

(Millions of

17,481

18,355

19,669

21,089

22,198

yen)

Number of treasury shares

(Shares)

6,658,466

6,739,790

6,741,928

4,522,808

6,351,246

Number of consolidated subsidiaries

(Companies)

69

72

73

77

80

Number of affiliates accounted for by

(Companies)

15

16

16

16

18

equity method

4

Notes

  1. "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020) and other related accounting standards have been applied from the beginning of the 104th term fiscal year, and the major management indicators, etc. for the 104th and subsequent fiscal years are those after the application of these accounting standards.
  2. "Diluted profit per share" is not disclosed since there are no diluted shares.
  3. Calculation method of each indicator from "Equity ratio based on fair value" to "Interest coverage ratio" is as follows. ・Equity ratio based on fair value: Toral market capitalization divided by Total assets
    Total market capitalization is calculated as follows.
    Closing stock price at end of period (Tokyo Stock Exchange Prime Market) multiplied by Number of shares outstanding at end of period (after deducting treasury shares)
    ・Interest-bearing liabilities
    Short and Long-term borrowings + Commercial papers + Bonds payable + Lease liabilities ・Interest-bearing liabilities to cash flow ratio
    Interest-bearing liabilities ((Beginning of period + End of period) divided by 2) divided by Operating cash flows ・Financial balance
    (Interest income + Dividend income) － (Interest expenses + Interest on commercial papers) ・Interest coverage ratio
    Operating cash flows divided by Interest payments
    Interest payments are Interest expenses disclosed in the consolidated statement of cash flows.
    ・In calculating "Interest-bearing liabilities to cash flow ratio" and "Interest coverage ratio," Operating cash flows are cash
    flows from operating activities disclosed in the consolidated statement of cash flows, adjusted by changes in operating funds (trade receivables, inventories, and trade payables).

5

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Nichirei Corporation published this content on 03 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 August 2023 07:54:11 UTC.