Kewpie : Matters Concerning Controlling Shareholder, Etc.

(Translation)

January 21, 2022

Dear Sirs:

Name of the Company:	Kewpie Corporation
Representative:	Osamu Chonan,
	Representative Director,
	President and Chief Executive
	Corporate Officer

(Code No. 2809; the first section of the Tokyo Stock Exchange)

Person to contact:	Takeshi Kitagawa,
	Senior General Manager of
	Management Promotion Division
	(TEL: [phone])

Matters Concerning Controlling Shareholder, Etc.

Notice is hereby given that with regard to NAKASHIMATO CO., LTD., which is among the other associated companies of Kewpie Corporation (the "Company"), the matters concerning controlling shareholders, etc. are as described below:

1. Trade name, etc. of parent company, etc.:

(As of November 30, 2021)

		Ratio of voting rights		Financial
			instruments
			(%)
Corporate name	Attribute				exchange, etc.
				on which the
Direct	Other
				issued shares are
		holdings		Total
		holdings		listed
		included
NAKASHIMATO	Other associated	10.9	5.8		16.7	None
CO., LTD.	company

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2. Position of the Company in the corporate group of the parent company, etc. and the relationships between other listed companies and the parent company, etc.:

1. Position of the Company in the corporate group of the parent company, etc. and its relationships of transactions, human resources and capitals with the parent company, etc. and other group companies:

NAKASHIMATO CO., LTD. (Shibuya-ku, Tokyo, capital: ¥50 million, major business: sale of various processed foods; "NAKASHIMATO") is among the other associated companies of the Company and is the largest shareholder of the Company that holds 16.7% of its voting rights (including 5.8% thereof held indirectly).

The Company has transactions, including purchase of products, sales of products and merchandise and expense transactions, with NAKASHIMATO (the transaction amount for the year ended November 30, 2021 was ¥1,019 million), as well as a transaction of the leasing of real estate, etc. (the transaction amount for the year ended November 30, 2021 was ¥1,021 million) with TOHKA CO., LTD. (which holds 5.8% of the voting rights of the Company), a wholly owned subsidiary of NAKASHIMATO.

With regard to the relationship of human resources, two of the officers of the Company concurrently serve as officers of NAKASHIMATO and the Company has sent some employees on loan to NAKASHIMATO.

(State of concurrent services of officers)

(As of November 30, 2021)

Title	Name	Title in the parent	Reason for assumption of office
company, etc.
Chairman and	Amane Nakashima	President and	To	exchange	information	on
Director		Representative	management, business, etc.
		Director
Representative	Osamu Chonan	Director (part-time)	To	exchange	information	on
Director, President			management, business, etc.
and Chief Executive
Corporate Officer

(Note) Mr. Amane Nakashima also concurrently serves as Chairman and Director of TOHKA CO., LTD.

1. Constraints, risks and merits on/in the business of the Company for belonging to the corporate group of the parent company, etc. and impacts of its relationships of transactions, human resources and capitals with the parent company, etc. and its group companies on the management and business activities of the Company:

The Company understands that with regard to the relationships with - 2 -

NAKASHIMATO and its group companies, such factors may have no material impact on the operating results and financial positions of the Company's group.

1. Points of view about, and measures for, the maintenance of a certain level of independence from the parent company, etc. when constraints on the business of the Company for belonging to the corporate group of the parent company, etc. and/or impacts of its relationships of transactions, human resources and capitals with the parent company, etc. and its group companies on the management and business activities of the Company exist:

The Company and NAKASHIMATO, which is its largest shareholder, have a continuous and close relationship. However, all important matters on the management of the Company's group are determined by the Company itself, independently of any intention of

NAKASHIMATO.

1. State of maintenance of a certain level of independence from the parent company, etc.:

The Company has no relation with NAKASHIMATO or TOHKA CO., LTD. with regard to cash loans or guarantees of obligations. In addition, all transactions are determined individually upon consultation by reference to market prices, as with other transactions in general. Hence, the Company understands that it has maintained an appropriate level of independence from the parent company, etc.

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3. Matters concerning transactions with the parent company, etc. (from December 1, 2020 to November 30, 2021):

(Millions

of yen)

Capital

Ratio of voting

Relationship

Transaction

Ending

Corporate name

Address

Principal business

rights owned by the

Number of

Business

Transaction

Account item

stock

Company (owned

interlocking

amount

balance

relationship

in the Company)

officers

Purchase of products

358

Accounts payable -

65

trade

Sales of products

170

Accounts receivable -

7

Direct

10.3%

and merchandise

trade

Purchase of

Payment of brand

Direct

10.9%

400

Other current assets

28

products, sales

NAKASHIMATO

Shibuya-ku,

Sales of various

Indirect

5.8%

2 officers

use fees

50

of products and

Purchase of sales

CO., LTD.

Tokyo

processed foods

merchandise and

Accounts payable -

promotion

61

40

payment of

other

materials

brand use fees

Purchase of

10

consumables

Lease and rental of

14

real estate

(Note) The transaction amounts do not include consumption taxes but the amounts of ending balance in the above table include consumption taxes. The amounts stated above are shown by disregarding any fractions of one million yen.

The ratio of voting rights owned by the Company (owned in the Company) is stated by rounding to the nearest unit rounding up 1/2 or more of their respective units and rounding down the rest.

- END -

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