To Our Shareholders
The 190th Period
Year-end Report
April 1, 2013 to March 31, 2014
CONTENTS
Interview with President・・・・・・・・・・・・
・・・❶
Topics・・・・・・・・・・・・・・・・・・・・・・・・・
・・・❺
Product Profiles・・・・・・・・・・・・・・・・・・・
・・❼
Consolidated Financial Results・・・・・・・・
・・❾
Company Profile and Share Information・
・・・
Securities Code: 2001
Annual Shareholders Meeting: Notice of Resolutions
Shareholder Information (Back Cover)
To Our Shareholders
With the delivery of this “Year-end Report for the 190th Period” to
you, I would like to express my thanks for your support.
Nippon Flour Mills Co., Ltd. (NIPPN) announced, on May 14,
2014, its consolidated financial results for the fiscal year ended
March 31, 2014 (FY2014). I will explain about the outcome in
FY2014 as the last year of the two-year “Medium-term Business
Plan” and future outlook of FY2015.
Representative Director,
President and COO
Haruki Kotera
■ Interview with President
FY2014 Business Climate and Future Outlook
Aggressive Challenge for Sustainable Growth
Looking back at FY2014, what do you
think of the business environment?
The Japanese economy progressed along a
moderate recovery track as corporate earnings and
the labor market showed signs of improvement.
Regarding personal consumption, consumers remained
budget-minded as far as daily necessities were concerned
because of deep-seated anxiety about declining disposable incomes. As a result, the social and economic conditions around the NIPPN Group remained harsh generally.
The food industry continued to operate in a challenging
business environment amid rising costs, notably those of
raw materials and electricity, owing to a weaker yen, and
intensifying sales competition reflecting lackluster
consumption, with little growth in gross demand because
of the aging of Japanese society as people live longer and
a low birth rate persists.
With the objective of achieving sustainable growth by
Q
A
responding flexibly to the challenging business environment, the Group has facilitated the structural reform
efforts for group-wide optimization, for example, by
placing greater emphasis on low-cost operations,
carrying out selection and concentration of business
operations, and reviewing the business portfolio.
Q
A
How do you see the consolidated
performance for FY2014?
Both sales and income increased in FY2014 on a
consolidated basis as net sales were ¥287,109
million, operating income was ¥10,808 million, ordinary
income was 12,248 million and net income was ¥7,810
million. However, they are not satisfactory because the
targets for net sales and operating income were not
achieved.
In the Flour Milling segment, in line with the increase of
government sales prices of imported wheat by 9.7% on
1
We see a significant growth in the Food
segment, especially in frozen foods.
With regard to frozen foods, we launched the Oh’
my Premium “Vege-Full” Series, with the theme
of making up for the deficiency of vegetable intake, as
part of the Oh’ my Premium series of high-grade pasta
dishes for home use, which celebrated the 10th anniversary since its launch. At the same time, we redesigned
the existing products to enrich the line-up. Sales of the
Oh’ my BIG series of large-portion pasta dishes and the
snack series, such as the Pie Sheet, were brisk.
Q
A
FY2014 Consolidated Financial Highlights
FY2015 Full-Year Forecasts
(April 1, 2013 to March 31, 2014)
(April 1, 2014 to March 31, 2015)
Net Sales
¥287.1 billion
(Up 5.9% y-o-y)
Operating
Income
¥10.8 billion
Ordinary
Income
¥12.2 billion
Net Income
(Up 11.3% y-o-y)
(Up 12.3% y-o-y)
¥7.8 billion
(Up 11.4% y-o-y)
Net Income
per Share
¥47.23
Net Sales
¥300.0 billion
Total Assets
¥226.8 billion
Operating
Income
¥10.0 billion
Net Assets
¥121.6 billion
Ordinary
Income
(Down 10.2% y-o-y)
Net Assets
per Share
¥715.84
Net Income
(Down 12.9% y-o-y)
2
(Up 4.5% y-o-y)
(Down 7.5% y-o-y)
¥11.0 billion
¥6.8 billion
Interview with President
tion divisions. The Flour Milling segment, which enjoyed
the steady prices of wheat bran and other market-oriented
products, made up for the decreased profit in the Food
segment affected by the deflation and rising prices of
various materials. As a result, operating income increased
by ¥1,095 million while ordinary income and net income
rose by ¥1,342 million and ¥801 million, respectively.
average for the five key products in April 2013 and by
4.1% in October 2013, we revised the prices of wheat flour
products for professional use in June and December,
respectively. Sales grew as a result of increased domestic
sales volume of wheat flour products for professional use,
two sales price hikes, and steady sales prices of wheat bran
as by-product. In the Food segment, our aggressive sales
promotion activities including participation in various
exhibitions and cookery workshops steadily increased the
sales volume of pastas, pasta sauces and other related
products, frozen pastas and delicatessen items, and consequently brought about segment-wide revenue growth. In
the Other segment, a revenue increase was achieved as the
net sales of the donut, pet care and engineering businesses
grew from the corresponding period of the previous year.
As a result, net sales increased by ¥16,040 million.
In order to ensure profitability, we worked in a thorough
cost reduction in all the business segments through a
concerted effort in the production, sales and administra-
Q
A
Let us know about the measures taken
during FY2014.
In the Flour Mill segment, a new grain silo and an
expanded flour milling line (C Mill) of KobeKonan Mill became operational as part of our capacity in
2012. Now we are planning to increase our storage
capacity of grain silos by 50% from the current level up
to 300,000 tons in order to further enhance cost competitiveness. As part of this plan, we completed the construction of a new grain silo in Chiba Mill, whose construction
was started in October 2012 to enhance the storage
capacity of the mill by 25,000 tons. With the continued
efforts to reinforce our silos in the large seaside flour
mills and promote cost reduction, we will fulfill our
responsibility for stable supply to customers by ensuring
steadier demand and supply of raw wheat and flour.
In addition, as part of the business portfolio review
strategy for sustainable growth, two M&A deals are done
to add new entities to our consolidated subsidiaries. In the
Food segment, in September 2013, the Company acquired
an equity stake in Nagano Tomato Co., Ltd., a manufacturer and a distributor of tomato-based food products in
Nagano Prefecture, to pursue further diversification in the
processed food field, which is among the Group’s key
business fields. With regard to other businesses, the
Group has started developing a donuts business in
Kyushu, having included NIPPN Donuts Kyushu Co.,
Ltd. in the Group in October 2013. In this way, the Group
is also working to reinforce the existing business.
Moreover, in order to seize opportunities in growing
business fields without suffering an opportunity loss,
construction of a frozen food plant was completed in
March 2014, which is located within the site of the
Kuwana Plant of Fast Foods Nagoya Co., Ltd., the
Group’s subsidiary producing and selling boxed lunches.
Q
A
How do you expect the performance in
FY2015
We will enhance our business foundation by
following the single-year business foundation
Kuwana Plant, Fast Foods Nagoya Co., Ltd.
Grain silo
Panoramic view of Chiba Mill
3
enhancement policy adhering to the basic measures in
the past, rather than a medium-term business plan, in
view of the uncertain business environment in FY2015.
We expect as the performance in FY2015 ¥300,000
million in net sales, ¥10,000 million in operating
income, ¥11,000 million in ordinary income, and ¥6,800
million in net income. The annual dividend is anticipated
to be ¥12 per share.
Changes in Consolidated Net Sales
Flour Milling Segment
(¥ billion)
120
91.8
96.0
100.1
FY2012
FY2013
FY2014
80
40
0
Finally, do you have message for
shareholders?
In order to improve the profit structure, the Group
will continue the capital expenditure and ensure
that such investment will promptly become part of our
capacity as well as entering fields with growth potential
including overseas operations. We will fulfill our social
responsibility to stakeholders and further seek sustainable
growth by enhancing the corporate value through aggressive challenges to resolve the current difficult situation.
Your further support will be greatly appreciated.
Q
A
FY2011
Food Segment
(¥ billion)
150
132.9
140.5
147.5
158.9
100
50
0
FY2011
FY2012
FY2013
FY2014
Other Segment
(¥ billion)
30
27.3
27.8
27.4
28.0
FY2011
FY2012
FY2013
FY2014
20
10
Net Sales by Segment (FY2014)
Flour Milling Segment
Consolidated
Net Sales
¥287.1 billion
(10%)
(¥ billion)
16
Processed
Foods
Food Segment
Delicatessen
Capital Expenditure
¥158.9 billion
(55%)
8
4
* Figures are rounded
down to the
nearest billion yen.
0
4
Capital Expenditure
Depreciation
13.3
11.7
12.2
6.7
7.2
7.8
8.0
FY2011
FY2012
FY2013
FY2014
12
Frozen
Foods
Other Segment
¥28.0 billion
Capital Expenditure and Depreciation
Ingredients
¥100.1 billion
(35%)
0
7.1
Interview with President
100.7
Topics
NIPPN is now an official sponsor of the national swimming, synchronized swimming and water polo teams
We became an official sponsor
of the national teams of
swimming, synchronized
swimming and water polo on
April 1, 2014. Our activity
started at the “90th National
Swimming Championships”
held in the Tokyo Tatsumi
International Swimming
Center. We will further promote
the corporate brand as well as
supporting the competitions
as an official sponsor.
Panel behind the interview platform
Panel behind the starting blocks
Announcement of Enhanced Shareholder Special Benefit Plan
Period Ending Sep. 30
Our shareholder special benefit plan will be enhanced in and after FY2016. In addition to the traditional benefit for the period ending March
31, we will provide another benefit for the period ending September 30 to the domestic shareholders who have continuously held our shares
for more than one year. * Note that the benefit for the period ending March 31 is not subject to the holding period requirement (as before).
Target
Domestic shareholders who have continuously held at least 1,000 shares for more
than one year (Note) and are listed on the shareholder registry as of September 30.
Content
Assorted NIPPN products equivalent to ¥1,500.
Time of
Delivery
Scheduled to be delivered around December every year.
* The first one will be for the period ending September 30, 2015.
* This is an image.
Note: “Shareholder who has continuously held our shares for more than one year” means a shareholder who was listed on the shareholder registry on the record dates (September 30 and
March 31) under the same shareholder number at least three times in a row. Please be advised that it will not be carried out for the period ending September 30, 2014 because the
target is set as shareholders who have continuously held our shares for more than one year.
5
Kansai people,
are you
ready?
Notice of “Cookery Workshops for Shareholders
Osaka ”
As our cookery workshops receive favorable comments every year, we decided
to hold one in fall as well. A shareholder and up to one accompanying person may participate.
Capacity:
30 participants
Tuition:
Free of charge
How to
apply for:
Application
deadline:
Notice of
winners:
Contact point:
Paste the triangular “token” on a postcard with the following information:
(1) zip code; (2) mailing address; (3) name; (4) (daytime) phone number; (5) name of
the accompanying person (who can be a non-shareholder) (if you wish to be accompanied)
Send it to us at: “Cookery Workshop” Section, IR Office Nippon Flour Mills Co., Ltd.
27-5 Sendagaya 5-chome, Shibuya-ku, Tokyo 151-8537
Thursday, July 31, 2014, as indicated by the postmark on the postcard
* If more than the set number applies, a lottery will be held to select participants.
Postcard
151 8537
27-5 Sendagaya
5-chome, Shibuya-ku,
Tokyo
“Cookery Workshop”
Section, IR Office
Nippon Flour Mills
Co., Ltd.
Winners will receive a participation ticket by Wednesday, September 10, 2014
There will be no announcement of winners prior to the delivery of the ticket.
IR Office, Nippon Flour Mills Co., Ltd. at 03-3350-2356 (phone) (Weekdays 9:00 to 17:00)
Notes
(1) Zip code
(2) Mailing address
(3) Name
(4) Phone number
(5) Name of desired
workshop
To Works
ke hop
n 2014
Apron, hand towel, something to write with
Coo
ke
ry
Items participants
need to bring:
You will practice cooking, watch
demonstrations and enjoy
Course
brief tastings with our products.
details:
• Bruschetta with basil and cheese
• Pasta with spicy tomato sauce
• Meat pie
• Orange bavarois
No need to fill in
if you participate
alone
IR
Venue:
Osaka Gas Cooking School Yodoyabashi
First floor, Osaka Gas Head Office Building, 4-1-2 Hirano-machi, Chuo-ku, Osaka-shi
Three-minute walk from Yodoyabashi station of Midosuji Subway Line
20
13
. 4Q
Thursday, October 16, 2014 10:00 to 13:00 (Doors open at 9:45)
Topics
Date & time:
Paste
this token
• Paste one token per postcard.
• Pay transportation cost to and from the venue.
• No parking space available. (Use public transportation.) • Applications from non-shareholders will not be accepted.
• Refrain from bringing children.
• Online or telephone applications will not be accepted.
• Note that we will take pictures at the venue on the day and use them on our website or “To Our Shareholders.”
Request for Cooperation in Shareholder Questionnaire Survey
am
Co
ok
er
6
IR
6
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pl
Q
Ⓒ1976, 2014 SANRIO CO., LTD.
APPROVAL NO.Ｇ550765
T y Wo
20 ok rks
13 e ho
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01
4
We conducted a questionnaire survey for better communication to be gained by listening to our shareholders. The results
of this survey will be used for our IR activities as well as for planning and production of the “To Our Shareholders” section
in the future. You have a chance to be one of the 100 people to receive “Oh’my × Hello Kitty Original Strap.” (Reply
deadline: August 31, 2014) Winners will receive the prize without prior announcement. Thank you for your
cooperation.
S
Oh’my Japanese-style Pasta Lovers Series
Superb taste created from Japanese ingredients. You can easily enjoy the authenti
Lineup of NIPPN’s
Japanese Tastes !
Washoku, traditional dietary cultures of
the Japanese, is registered as an intangible
cultural heritage of UNESCO. This has
made people take a new look at Japanese
tastes.
NIPPN has a lot of products with which you
can easily enjoy palatable tastes of Japan.
There are a variety of products including not
only tempura premixes as a basic item for
washoku but also those which utilize traditional Japanese condiments and ingredients.
Here let us introduce some of these products.
“Tempura Premixes”
Homemade delicious tempra
“Retort Sauces”
arehold
Sh enefit er
B
The basic pasta dishes are arranged by Japanese ingredients. These
are little luxurious past sauces made for Japanese-style pasta lovers.
Bolognese with Coarsely
Ground Meat and Lotus Root
Soymilk-based
Carbonara
arehold
Sh enefit er
B
Very rich sauce in flavor with
Double
miso-based coarsely ground meat and
root vegetables simmered in
a sauce with bonito broth and two types of
miso (haccho miso and rice miso).
Vongole with Clams and
Bamboo Shoots
Indicates a product
delivered under the shareholder
special benefit plan to the
shareholders who have had
1,000 shares or more.
arehold
Sh enefit er
B
Mild sauce based on the
flavor of soymilk and kombu
with lots of mushrooms and
bacon. This Japanese-style carbonara sauce
is exquisite in richness and flavor of tahini.
Tahiniflavored
Soy Ginger with Chicken
Soboro and Burdock Roots
Oh’my
DeliciousAs-Is
Tempra Mix
Tempra using this tempura mix is delectable
on its own without tentsuyu tempra dip.
A light scent of sesame oil and tasty saltiness
enhance the flavor of vegetables and seafood.
Savory clam sauce with
white soy sauce and ginger,
providing a sophisticated
Japanese taste. The distinctive texture of
bamboo shoots is enjoyable. Shredded
nori enhances a smell of ocean.
White soy
sauce used
7
Minced chicken simmered
Whole
soybean soy in ginger-flavored sauce
sauce used with bonito stock and
whole soybean soy sauce. The flavor of
ginger and soy sauce evokes nostalgia
and stimulates your appetite.
“Okonomiyaki Premixes”
ic Japanese taste.
“Dressing Sauces”
You can enjoy an authentic pasta dish by
just dressing your cooked pasta with a
light and fresh flavored sauce suitable
for the spring and summer time.
Okonomiyaki premixes with distinctive flavors.
Oh’my
Seasoned
Okonomiyaki
Premix
Bonito and
Kombu Flavor
Oh’my
Seasoned
Okonomiyaki
Premix
Shrimp and
Scallop Flavor
Rich flavor of bonito and kombu. The solid
aroma of bonito enhances the flavors of
ingredients.
Okonomiyaki premix flavored with slightly
sweet shrimp and scallop. The savory smell
of shrimp enhances the flavors of ingredients.
Yuzu Soy Sauce
Product Profiles
Frozen Food
Palatable soy-based sauce
providing refreshing flavor
of yuzu. Dried green onions
are included to add color.
Yuzu peel
used
Yuzu Soy Sauce
Domestically- Lightly seasoned sauce with
grown kombu ume (Japanese apricot) and
used
shiso (Japanese basil) accompanied by crispy rice crackers for topping.
Oh’my Premium
Shrimp and Clams with Savory Salt
Lightly salted spaghetti with shrimp and
clams. Mild “seaweed salt” is used.
Oh’my Premium
Cod Roe & Squid
Cod roe that pops in your mouth is used.
Toasted sesame seeds adding a nutty flavor
and scallion are generously included for
topping. This is a popular product owing to
its savory bonito and kombu broth.
8
Oh’my Oozy Chicken and Egg Bowl
A bowl of rice topped with chicken and eggs,
featuring the sweetness of tender chicken and
onions simmered in a chicken and bonito-based
broth.
With koikuchi
soy sauce produced
by Yagisawa
Shoten in Iwate
Oh’ my Premium
Vege-Full Japanese-style Soy Sauce
with Okura and Eggplant
Okura, eggplant and spinach going well with
a Japanese-style pasta dish are lavishly
included for toppings. A mild garlic-flavored
soy-based sauce stimulates your appetite.
●For more information, visit website: http://www.e-nippn.com/FR/
Consolidated Financial Results
● Total Assets/Net Assets
250,000
● Net Sales
Total Assets
Net Assets
(¥ million)
200,000
179,181
202,904
194,365
300,000
226,803
214,528
(¥ million)
261,586
252,139
FY2010
FY2011
250,000
269,094
271,069
FY2012
FY2013
287,109
200,000
150,000
97,979
100,000
113,263
104,450
100,016
121,636
150,000
100,000
50,000
50,000
0
FY2010
FY2011
FY2012
FY2013
0
FY2014
● Equity Ratio
● Operating Income
(%)
14,000
(¥ million)
12,802
12,000
55
53.9
50
FY2014
52.2
51.9
50.4
50.3
12,248
10,827
10,000
10,210
10,906
8,000
6,000
4,000
45
2,000
0
FY2010
FY2011
FY2012
Cash Flows from
Operating Activities
● Cash Flows
19,797
10,000
15,952
15,487
9,279
0
(10,000)
(6,673)
(15,000)
FY2010
FY2011
8,000
6,143
FY2011
FY2012
FY2013
FY2014
Net Income
Net Income per Share
(11,371)
(11,412)
FY2012
(13,055)
FY2013
(13,349)
FY2014
9
(¥)
47.23
42.37
36.06
6,026
47.23
37.46
7,892
6,000
2,138
41
(3,297)
FY2010
(¥ million)
10,000
19,198
5,000
(5,000)
0
● Net Income/
Net Income per Share
Cash Flows from
Investing Activities
23,094
20,000
15,000
FY2014
Free Cash Flows
(¥ million)
25,000
FY2013
6,235
50
40
7,008
7,810
30
4,000
20
2,000
10
0
FY2010
FY2011
FY2012
FY2013
FY2014
0
(As of March 31, 2014)
(As of June 27, 2014)
Company Overview
Directors and Executive Officers
Company Name: Nippon Flour Mills Co., Ltd.
Head Office:
27-5 Sendagaya 5-chome, Shibuya-ku, Tokyo
Established:
December 1896
Capital:
¥ 12.24 billion
Number of Employees: 995 [non-consolidated basis]
Major Businesses: Manufacturing and marketing of wheat flour and
secondary processed foods, including premixes, pastas
and frozen foods, deli (packaged lunch), pet food products,
health care products, biotechnology business, etc.
Locations:
Head office (Tokyo), two administration
divisions, eight branches, eight plants, central
laboratory and processing laboratory
Matsuya Flour Mills Co., Ltd.
OHMY Co., Ltd.
NIPPN Frozen Foods Co., Ltd.
NF Frozen Co., Ltd.
NAGANO TOMATO Co., Ltd.
NIPPN Donut Co., Ltd.
NIPPN SHOJI Co., Ltd.
OK Food Industry Co., Ltd.
Nippon Rich Co., Ltd.
Fast Foods Co., Ltd.
NPF Japan Co., Ltd.
NIPPN ENGINEERING Co., Ltd.
Hiroshi Sawada
Managing Director:
Masaki Miyamoto
Haruki Kotera
Managing Director:
Seiji Kanai
Managing Director:
Tatsuo Amano
Executive Officer:
Keysuke Nishiwaki
Managing Director:
Masayuki Kondo
Executive Officer:
Hirofumi Hamada
Managing Director:
Mitsuo Somezawa
Executive Officer:
Mitsuhiko Takeuchi
Managing Director:
Hirokazu Shimizu
Executive Officer:
Hideo Kondo
Managing Director:
Takafumi Kiyoto
Executive Officer:
Shizuo Yamaguchi
Managing Director:
Hiroyuki Matsui
Executive Officer:
Noboru Sekine
Managing Director:
Yoshiaki Murakami
Executive Officer:
Tsuneo Fukuzawa
Director
(Outside Director):
Director
(Outside Director):
Executive Corporate
Auditor (full time):
Executive Corporate
Auditor (full time):
Corporate Auditor
(Outside Corporate Auditor):
Corporate Auditor
(Outside Corporate Auditor):
Morimasa Akashi
Executive Officer:
Katsuhiko Fujii
Yoshio Kumakura
Executive Officer:
Kazumasa Miyata
Kyoichi Sumiya
Executive Officer:
Toshibumi Horiuchi
Katsutaro Nishihara
Executive Officer:
Toshiya Maezuru
Akio Okuyama
Executive Officer:
Hiroyuki Jin
Naotaka Kawamata
(As of March 31, 2014)
(As of March 31, 2014)
Distribution of Shares
Shares
● Number of Authorized Shares
● Number of Outstanding Shares
● Number of Shareholders
● Major Shareholders
Name
Nippon Flour Mills Clients Shareholding Association
The Master Trust Bank of Japan, Ltd. (trust account)
Mitsui Life insurance Co., Ltd.
MITSUI & CO., LTD.
Mitsui Sumitomo Insurance Co., Ltd.
Japan Trustee Services Bank, Ltd. (trust account)
DUSKIN CO., LTD.
Itochu Corporation
Sumitomo Mitsui Banking Corporation
The Norinchukin Bank
■ Distribution by shareholder type
696,590,000 shares
170,148,018 shares
18,466
Financial institutions
33.3%
Number of
Shareshares held
holding
(thousand shares) ratio (%)
8,643
7,508
6,994
6,698
6,009
5,422
5,020
4,500
4,493
4,121
Individual
investors
25.8%
Treasury stocks
2.5%
Companies
in Japan
24.3%
Non-Japanese
investors
13.2%
5.2
4.5
4.2
4.0
3.6
3.2
3.0
2.7
2.7
2.4
■ Distribution by shareholder size
1 million shares or more
58.8%
Less than 1,000 shares
0.1%
100,000
shares or more
17.8%
10,000
shares or more
8.7%
Note: The calculation of the shareholding ratios excludes 4,418,000 treasury shares.
10
Securities
firms
0.9%
More than
1,000 shares
or more 14.6%
Consolidated Financial Results / Company Profile and Share Information
Major Group Companies
Representative Director,
Chairman and CEO:
Representative Director,
President and COO:
The 190th Annual Shareholders Meeting: Notice of Resolutions
We are pleased to inform you that the following matters were reported and resolved at our 190th Annual Shareholders Meeting held on June 27, 2014.
Matters reported 1. Business report, consolidated financial statements, and audit reports on the
consolidated financial statements by the accounting auditor and the board of
corporate auditors for the 190th period (April 1, 2013 through March 31, 2014).
2. Non-consolidated financial statements for the 190th period (April 1, 2013
through March 31, 2014).
The details of the above items were reported.
Matters resolved
Proposal 1:
Appropriation of retained earnings
This matter was approved and adopted as originally proposed, and the
year-end dividend was determined to be ¥6 per share.
Proposal 2:
Election of seven directors
This matter was approved and adopted as originally proposed. Seven
individuals, of which five (Haruki Kotera, Mitsuo Somezawa, Hirokazu Shimizu,
Takafumi Kiyoto and Morimasa Akashi) were reelected and two (Yoshiaki
Murakami and Yoshio Kumakura) were newly elected, have assumed the post.
Proposal 3:
Election of two corporate auditors
This matter was approved and adopted as originally proposed. Two individuals,
of which one (Akio Okuyama) was reelected and the other one (Naotaka
Kawamata) was newly elected, have assumed the office.
Proposal 4:
Election of one substitute corporate auditor
This matter was approved and adopted as originally proposed. Yuriko Sagara
was elected as the substitute corporate auditor.
Proposal 5:
Proposal 6:
Payment of retirement benefits to retiring directors and retiring corporate
auditor as well as retirement benefits discontinuation payment to directors and
corporate auditors
This matter was approved and adopted as originally proposed. It was decided
that the Company would pay retirement benefits to two retiring directors
(Tsunetaka Honda and Masaaki Tamura) and one retiring corporate auditor
(Yoshio Kumakura) in accordance with its certain standards. As approved and
adopted, the specific amounts, time and manner of payment and others are left
up to the board of directors with respect to the directors or to mutual
consultation among corporate auditors with respect to the corporate auditor.
Meanwhile, with the elimination of the retirement benefits system for officers,
it was decided that the Company would make a retirement benefits
discontinuation payment to the incumbent directors and incumbent corporate
auditors in accordance with its certain standards. As approved and adopted, the
specific amounts, manner of payment and others are left up to the board of
directors with respect to the directors or to mutual consultation among
corporate auditors with respect to the corporate auditor, and such payment will
be made when they retire.
Determination of the amount and details of the stock-based compensation
stock option for directors
This matter was approved and adopted as originally proposed. The allocation of
equity warrants as stock options of up to ¥120 million per year and the details
of such equity warrants as stock options were determined.
Shareholder Information
Fiscal Year: April 1 to March 31
General Meeting of Shareholders: June
Record Date:
March 31 for the General Meeting of Shareholders and Year-end Dividend
September 30 for the Interim Dividend
Administrator of Shareholder Registry (Manager of Special Account):
Sumitomo Mitsui Trust Bank, Limited.
4-1 Marunouchi 1-chome, Chiyoda-ku, Tokyo
Procedural matters relating to shares
The shares recorded in accounts at securities companies and recorded in special accounts are handled by
different agents. Please contact the following for any inquiry regarding various procedures related to shares:
Shares recorded in the general account (account at a securities company)
Procedures / Inquiries
Ÿ Request for purchase of odd lot shares or sale
of additional shares
Ÿ Change of name, address, etc
Ÿ Specification of dividend receipt method
Contact
Securities company
at which you have
an account
Ÿ Inquiries regarding delivery and return of mail
Transfer Agent
Ÿ Inquiries regarding dividends after payment period Sumitomo Mitsui Trust Bank, Limited.
Phone: 0120-782-031
Ÿ General inquiries regarding the administration
(toll free in Japan)
of shares
NIPPON FLOUR MILLS CO., LTD.
27-5 Sendagaya 5-chome, Shibuya-ku, Tokyo 151-8537
Phone: 03-3350-2311 (General) Website: http://e-nippn.com/
Mailing Address:
Transfer Agent, Sumitomo Mitsui Trust Bank, Limited.
8-4 Izumi 2-chome, Suginami-ku, Tokyo 168-0063
(Telephone Contact): 0120-782-031 (toll free in Japan)
Handling Offices:
Head office and all domestic branch offices of Sumitomo Mitsui Trust Bank, Limited.
Website: http://www.smtb.jp/personal/agency/index.html
Shares recorded in the special account (account at a trust bank)
Procedures / Inquiries
Contact
Ÿ Request for purchase of odd lot shares or
sale of additional shares
Ÿ Change of name, address, etc
Transfer Agent
Ÿ Specification of dividend receipt method
Sumitomo Mitsui Trust Bank, Limited.
Ÿ Application for transfer from special account
Phone: 0120-782-031
to general account
(toll free in Japan)
Ÿ Inquiries regarding delivery and return of mail
Ÿ Inquiries regarding dividends after payment period
Ÿ General inquiries regarding the administration of shares