Ajinomoto Co., Inc. to Transfer All of Its Equity in Its Instant Noodle Joint Venture Company with Nissin Foods Holdings Co., Ltd. in Brazil to Nissin Foods Holdings Co., Ltd.

TOKYO, August 27, 2015 – Ajinomoto Co., Inc. (“Ajinomoto Co.”) signed an agreement today to transfer to Nissin Foods Holdings Co., Ltd. (“Nissin Foods HD”) all of its equity in NISSIN-AJINOMOTO ALIMENTOS LTDA. (“NA”) an instant noodle production and sales company that is a 50:50 joint venture with Nissin Foods HD and an equity-method affiliate of Ajinomoto Co.

1. Overview of the Equity Transfer Agreement

Ajinomoto Co. will transfer all of its equity in NA to Nissin Foods HD.
Date of signing the agreement	:	August 27, 2015
Number of units to be transferred	:	6,344,462 units (50% of total investment units)
Transfer price	:	JPY 32.5 billion1
Scheduled transfer date	:	October 30, 2015 (planned) 2

Note 1:	If the company to be transferred makes dividend or other payments from retained earnings before the transfer date, the transfer price may change accordingly.
Note 2:	The transfer date may change in the event of a revision or extension in obtaining Antitrust Law authorization from Brazilian authorities and completing the necessary procedures and other measures for the equity transfer, as this transaction will be conducted after receiving such authorization and completing such procedures and measures.

2. Background of the Equity Transfer

Ajinomoto Co. is accelerating its growth to become a “Genuine Global Specialty Company” under its FY2014-2016 Medium-Term Management Plan, with the aim of becoming one of the top ten global food companies by 2020. In its international food products business, Ajinomoto Co. is working to achieve rapid growth centered on ASEAN and South America and to establish a processed food business base including frozen foods in North America and Europe by further raising the value of the “Ajinomoto brand.”

NA was established in 1965 as MIOJO PRODUTOS ALIMENTICIOS LTDA., and became a joint venture company of Ajinomoto Co., and Nissin Foods HD after Ajinomoto Co. and the then Nissin Food Products Co., Ltd. took stakes in 1972 and 1975, respectively. With Ajinomoto Co. handling sales and marketing and Nissin Foods HD handling development and production, NA has achieved steady growth in Brazil’s instant noodle market for approximately 40 years, and has become the No. 1 company in this market, with a share of approximately 65%.

During discussions between the two companies on the future of NA, Nissin Foods HD proposed an equity transfer. Ajinomoto Co. decided it would be better to concentrate its management resources in Brazil on its business domains such as seasonings, based on a strategy of nurturing the “Ajinomoto brand” rather than continuing the business of NA under the “Nissin” brand, and made arrangements for the transfer.

Ajinomoto Co. remains committed to expanding the scale of its instant noodle business as one of the growth drivers of its international food products business. The company will proactively invest in instant noodles as a key business in the promising markets of Thailand, Poland and Peru, where it already does business, and in India and Nigeria, where it is planning to do business.

In its international food products business, Ajinomoto Co. will utilize its ability to adapt to local areas as well as its unique technologies and materials and promote proactive external alliances to continue to provide new value to customers and thus further raise the value of the “Ajinomoto brand.”

3. Impact on Business Results

Ajinomoto Co. expects to record an extraordinary gain of around JPY 25.0 billion from this transfer. Accordingly, it has issued “Revision to Consolidated Performance Forecast for the Fiscal Year Ending March 31, 2016” on August 27, 2015. Please refer to that press release for details.

Ajinomoto Co. is a global manufacturer of high-quality seasonings, processed foods, beverages, amino acids, pharmaceuticals and specialty chemicals. For many decades Ajinomoto Co. has contributed to food culture and human health through wide-ranging application of amino acid technologies. Today, the company is becoming increasingly involved with solutions for improved food resources, human health and global sustainability. Founded in 1909 and now operating in 26 countries and regions, Ajinomoto Co. had net sales of JPY 1,006.6 billion (USD 9.17 billion) in fiscal 2014. For more about Ajinomoto Co. (TYO: 2802), visit www.ajinomoto.com.

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