Nisshin Seifun : Matters Disclosed on the Internet Related to the Convocation Notice of the 178th Ordinary General Meeting of Shareholders

MATTERS DISCLOSED ON THE INTERNET

RELATED TO THE

CONVOCATION NOTICE OF

THE 178th ORDINARY GENERAL MEETING OF SHAREHOLDERS

Subscription Rights to Shares

Systems to Ensure Appropriate Business Execution and the Status of Operation of Systems Concerned

Consolidated Statement of Changes in Net Assets

Notes to the Consolidated Financial Statements

Non-consolidated Statement of Changes in Net Assets

Notes to the Non-consolidated Financial Statements

(from April 1, 2021 to March 31, 2022)

Nisshin Seifun Group Inc.

We provide shareholders with the "Subscription Rights to Shares," and the "Systems to Ensure Appropriate Business Execution and the Status of Operation of Systems Concerned," 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," posted on the Company's website (https://www.nisshin.com/english/shareholders/meeting.html), in accordance with laws and regulations and Article 15 of the Company's Articles of Incorporation.

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Subscription Rights to Shares

[1] Status of subscription rights to shares as of March 31, 2022

Conditions for exercise of the above subscription rights to shares:

1. Persons granted an allotment of the subscription rights to shares (hereinafter referred to as the "holders") shall be a Director or Executive Officer of the Company or one of its consolidated subsidiaries (excluding any publicly listed companies and their subsidiaries and overseas subsidiaries) at the time of the exercise of the subscription rights to shares. However, the holders who are no longer a Director or Executive Officer of the Company or one of its consolidated subsidiaries (excluding any publicly listed companies and their subsidiaries and overseas subsidiaries) may exercise the rights up until two (2) years after stepping aside or two (2) years after the commencement of the exercise period of the subscription rights to shares, whichever is later.
2. An heir of the holder shall be allowed to inherit the subscription rights to shares, provided that he/she completes the procedures to change the holder.
3. Subscription rights to shares may not be transferred, securitized or otherwise disposed of under any circumstances.
4. Where a holder is dismissed from the position of Director or Executive Officer, or under certain other circumstances, the exercise of the subscription rights to shares may be deemed inappropriate considering the purpose of the granting of rights, and in such case said rights will be forfeited immediately.

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1. Subscription rights to shares granted as remuneration for performance of duty and held by Directors of the Company as of March 31, 2022

The outline of the above subscription rights to shares are described in [1].

No subscription rights to shares granted as remuneration for performance of duty are held by Directors who are members of the Audit & Supervisory Committee.

1. Subscription rights to shares granted as remuneration for performance of duty to employees during the fiscal year ended March 31, 2022.

There are no applicable matters to be reported.

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Systems to Ensure Appropriate Business Execution and the Status of Operation of Systems Concerned

The internal control systems of the Company are based on the establishment of a chain of command and clarification of authority and responsibility in operational departments, management control by the department heads or managers in operational departments, internal checks between departments (i.e. operations division and accounting division), and are put in place for implementation in accordance with the basic policies resolved by the Board of Directors. Details of the basic policies and outline of the implementation status thereof are as follows.

1. Systems for ensuring the compliance of the performance of duties of Directors and employees of the Company and its subsidiaries with laws and the Articles of Incorporation
2. 1. The Nisshin Seifun Group has formulated the "Nisshin Seifun Group Corporate Code of Conduct and Employee Action Guidelines." The Presidents and Directors of the Company and its subsidiaries must recognize their duty to comply with the Corporate Code of Conduct and Employee Action Guidelines and take the lead in following the rules and publicizing them to the people concerned. The Presidents and Directors must also endeavor to understand internal and external opinions at all times and adjust their internal systems accordingly to enhance their effectiveness, while promoting corporate ethics throughout their companies.
   2. The Audit & Supervisory Committee of the Company and Audit & Supervisory Board Members of its subsidiaries audit the performance of duties by each Director, and oversee Directors to verify whether they construct and operate the internal control systems in an appropriate manner.
   3. The Internal Audit Department, directly supervised by the Audit & Supervisory Committee of the Company, leads efforts to enhance and operate the internal control systems of the Nisshin Seifun Group. As an independent organization, the Internal Audit Department evaluates the internal control systems of the Nisshin Seifun Group and performs internal audits of the Group's business operations.
   4. The Social Committee of the Company addresses all the Nisshin Seifun Group's corporate social responsibility (CSR) issues by discussing a comprehensive range of CSR issues, including corporate ethics and compliance, promoting practical CSR measures at the Group and ensuring awareness of compliance with laws, the Articles of Incorporation and social norms.
   5. The Nisshin Seifun Group shall not bow to unreasonable demands of antisocial forces that threaten the order and safety of civil society and takes organized countermeasures in collaboration with external specialized institutions.
   6. The Company operates and maintains the Compliance Hotline System, which was established as a measure for the Nisshin Seifun Group employees, etc., to directly report any acts of non-compliance so that such acts can be detected early and dealt with.

(Status of operation)

1. 1. The Nisshin Seifun Group has introduced the "Nisshin Seifun Group Corporate Code of Conduct and Employee Action Guidelines" in the Group companies including overseas subsidiaries and affiliates as the Group's common basis for discipline, whereby striving to ensure awareness of these guidelines.
   2. The Company is promoting awareness among employees of the "Nisshin Seifun Group Corporate Code of Conduct and Employee Action Guidelines" along with the Compliance Hotline System through human resources training programs.
   3. The Internal Audit Department of the Company is conducting the internal control evaluation and internal audit at each Group company and verifying the level of awareness and the status of compliance with the internal rules.
   4. The Company held two meetings of the Social Committee during the fiscal year ended March 31, 2022 to discuss a comprehensive range of CSR issues, including compliance, thereby promoting the Nisshin Seifun Group's CSR measures.
   5. The Company also organizes the Normative Ethics Committee, whereby ensuring that no illegal payment is made to antisocial forces and examining the appropriateness of donations.
2. Rules and systems for managing the danger of loss to the Company and its subsidiaries
3. 1. For issues concerning business operations at the Nisshin Seifun Group, approval and reporting procedures must be determined according to their level of importance, impact, etc., and evaluation of such issues, including risk assessment thereof, are made in advance.
   2. In line with the Nisshin Seifun Group Risk Management Rules, the Nisshin Seifun Group conducts the risk evaluation and reviews measures against risks, and the Company's Risk Management Committee supervises the overall risk management efforts of the Nisshin Seifun Group by confirming and providing guidance to ensure that its subsidiaries have appropriate control over the risks that are evaluated by themselves, and that no risks are ignored.

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1. In line with the Nisshin Seifun Group Crisis Control Rules, employees, etc., must report any emergence or possibility of crises to a specified contact within the Nisshin Seifun Group to ensure the early detection and handling of the danger of loss.
   Should crises occur, the Company must set up a countermeasures headquarters immediately to handle such crises in an appropriate manner to minimize damages.
2. The Audit & Supervisory Committee of the Company and Audit & Supervisory Board Members of its subsidiaries must take the necessary measures, such as giving advice and making recommendations to

Directors, whenever they recognize the possibility that each Director may bring about significant damage or incident.

(Status of operation)

1. 1. Each Nisshin Seifun Group company conducts the risk evaluation and reviews measures against risks in accordance with the Nisshin Seifun Group Risk Management Rules. In addition, a planning sub- committee of the Risk Management Committee of the Company conducts the Group-wide verification of the results of the review at each Group company and reports the results to the Risk Management Committee for deliberation thereat.
   2. An internal reporting system is in place in line with the Nisshin Seifun Group Crisis Control Rules, whereby employees, etc., of the Nisshin Seifun Group may report any emergence or possibility of crises to a specified contact desk.
   3. The Nisshin Seifun Group has established a "COVID-19 Pandemic Task Force," in order to maintain a system for ensuring the safety of employees and a stable supply of foods on a sustained basis. Regarding the situation in Ukraine, the Company's Risk Management Committee has been convened to ascertain the impact on each business, and to consider and issue instructions, etc. regarding countermeasures.
2. Systems for ensuring that the duties of Directors of the Company and its subsidiaries are performed efficiently
3. 1. For the Company and its subsidiaries, the range of responsibility and authority is clarified, for example, by identifying matters to be resolved by and reported to the Board of Directors and matters of request for approval of Presidents, Directors and Executive Officers in charge of respective business divisions. This enables Directors to perform their duties in a prompt and appropriate manner.
   2. The Nisshin Seifun Group clarifies its business strategies and their potential directions, according to which the Group companies formulate their profit plans on a yearly basis. The term of office of Directors (excluding Directors who are members of the Audit & Supervisory Committee) is set at one year to clarify their responsibilities. The Board of Directors reviews business performance on a monthly basis, and

discusses and implements measures to improve performance. (Status of operation)

1. 1. Even during the COVID-19 pandemic, the Nisshin Seifun Group has continued working to achieve the goals set forth in its long-term vision, "NNI 'Compass for the Future'-Toward a New Stage- Maximizing Group-wide Capabilities and Effecting Business Model Change," with the aim of achieving an early recovery in its sales capabilities and earning capacity as a top priority, while also building a foundation for further growth.
   2. Each Group company formulates its profit plans for the fiscal year in line with its business strategies, while implementing measures to improve performance based on the monthly business performance review at its Board of Directors.
2. Systems for ensuring that proper business operations are conducted within the Nisshin Seifun Group that consists of the Company and its subsidiaries
3. 1. The Nisshin Seifun Group has adopted a holding company structure under which the holding company, the Company, oversees and evaluates the actions of subsidiaries with the best interests of the shareholders in mind.
   2. For important issues concerning the business operations of subsidiaries, the Nisshin Seifun Group sets the standards for issues to be discussed by or reported to the Board of Directors of the Company.
   3. The Nisshin Seifun Group has formulated the "Nisshin Seifun Group Corporate Code of Conduct and Employee Action Guidelines," in which the Corporate Principle, the Basic Management Policy, the Basic Stance toward Stakeholders, the Corporate Code of Conduct and Employee Action Guidelines are specified, and awareness of them throughout the Group is promoted.
   4. The procedures and methods for creation of the Nisshin Seifun Group's financial reports, including the consolidated financial statements, are stipulated to eliminate wrongful acts and errors and ensure the reliability of such reports.
   5. Audit & Supervisory Committee Members of the Company and Audit & Supervisory Board Members of subsidiaries hold regular meetings of the Audit & Supervisory Liaison Committee of the Nisshin Seifun

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