This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 6376
March 10, 2017

To our shareholders:Toshihiko Kai

President & Representative Director

NIKKISO CO., LTD.
4-20-3 Ebisu, Shibuya-ku, TokyoNOTICE OF THE 76TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 76th Ordinary General Meeting of Shareholders of NIKKISO CO.,LTD. (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail or
via the Internet. Please indicate your approval or disapproval of the proposals on the enclosed voting form
after reviewing the attached Reference Documents for the General Meeting of Shareholders, and return it
by postal mail or via the Internet to reach us no later than 5:30 p.m., Wednesday, March 29, 2017 (Japan
Standard Time).

Meeting Details
1.

Date and time:Thursday, March 30, 2017 at 10:00 a.m. (Japan Standard Time)(The reception desk will open from 9:00 a.m.)2.

Venue:

Nikkiso Higashimurayama Plant
R&D Center
Multi-Purpose Bldg. 7F, Conference Room
2-16-2 Noguchi-cho, Higashimurayama-shi, Tokyo

3.

Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 76th Term (from January 1,
2016 to December 31, 2016), as well as the results of audits of the Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory Board.
2. Non-Consolidated Financial Statements for the 76th Term (from January 1, 2016 to
December 31, 2016)
Items to be resolved:
Proposal 1:
Election of eight (8) Directors
Proposal 2:
Election of one (1) Audit & Supervisory Board Member

4.

Other decisions concerning convocation of the general meeting of shareholders(1) If you exercise your voting rights by postal mail, please indicate your approval or disapproval of
the proposals on the enclosed voting form, and return it by postal mail to reach us no later than
5:30 p.m., Wednesday, March 29, 2017 (Japan Standard Time).
(2) If you exercise your voting rights via the Internet, please follow the “Instructions on How to
Exercise Voting Rights via the Internet, etc.,” and please exercise your voting rights no later than
5:30 p.m., Wednesday, March 29, 2017 (Japan Standard Time) from the Internet website
designated by the Company (http://www.web54.net).
(3) If you exercise your voting rights by multiple methods such as by postal mail and via the Internet,that which reaches the Company last shall be deemed effective; provided, however, that if voting
rights are exercised by postal mail and via the Internet on the same date, the exercise of voting
rights via the Internet shall be deemed effective.
(4) If you exercise your voting rights multiple times via the Internet, the last exercise shall bedeemed effective.
(5) Of the documents to be submitted upon this notification, “Notes to the Consolidated Financial
Statements” and “Notes to the Non-Consolidated Financial Statements” are posted on the
Company’s website (http://www.nikkiso.co.jp) pursuant to laws and regulations as well as
Article 19 of the Company’s Articles of Incorporation, and thus these documents are notincluded in the attached documents. The Audit & Supervisory Board Members and the
Accounting Auditor conduct an audit on the Consolidated Financial Statements and NonConsolidated Financial Statements, including the matters posted on the Company’s website.

 If you will be present at the meeting, please submit the enclosed voting form at the reception desk of the meeting.
 In the event of circumstances requiring amendments to the Business Report, Non-Consolidated Financial
Statements, Consolidated Financial Statements, and Reference Documents for the General Meeting of
Shareholders, the matters that have been amended will be posted on the Company’s website(http://www.nikkiso.co.jp).

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of eight (8) Directors

The term of office of all of the current seven (7) Directors will expire at the conclusion of thismeeting. Accordingly, the Company proposes that one (1) Director be added and eight (8) Directors
be elected in order to further strengthen the management structure. Moreover, the Company has
nominated these Director candidates in accordance with the basic policies of the Company related tothe elections below.
[Criteria for the Election of Directors]
For a Director, we designate a person who has knowledge, ability and leadership that will enable
him or her to gain an overview of the management environment of our Group, promote importantmanagement issues speedily and decisively, and achieve results, and who can be committed toestablish corporate governance that supports the realization of our corporate philosophy throughtransparent, fair, speedy and decisive decision-making.
[Criteria for the Election of Outside Directors]
For an Outside Director, we designate a person who, as a party having no personal, capital or traderelationship with, or any other interest in, the Company other than his or her relationship as an
outside director, has no possibility of causing a conflict of interest with general shareholders, andwho can supervise the directors’ decision-making and performance of their duties from an objective
and professional viewpoint independent from the Company’s executives and provide correct advice
based on his or her expertise in order to promote the sustainable growth of the Company andimprove the medium- to long-term corporate value.
[Structure of the Board of Directors]
In accordance with the Articles of Incorporation, the Board of Directors shall be made up of nine(9) or less Directors, two (2) or more of which are independent outside Directors.
[Independence Judgment Criteria, Capacity, and Concurrent Post Restrictions of Independent
Outside Directors]
The independence judgment criteria of independent Outside Directors apply to the independence
criteria stipulated by Tokyo Stock Exchange, Inc. In addition, independent Outside Directors andindependent Outside Audit & Supervisory Board Members of the Company shall not concurrently
hold positions as director or audit & supervisory board members at more than three other publiccompanies other than the Company as a general rule.
[Procedure for Director Nominations]
The Company shall explain to the independent outside directors and audit & supervisory board
members of the Director candidates, and receive advice on the nomination in advance.

The candidates for Directors are as follows:
Position and responsibilities at
the Company

Significant concurrent
positions outside theCompany

No.

Name

1

Toshihiko Kai

President & Representative
Director[Reelection]

2

Naota Shikano

Director, Executive Vice
President, and in charge ofIndustrial Businesses(Industrial Business, Precision
Equipment Business,
Aerospace Business, andUVLED Business)[Reelection]

3

Shotaro Fujii

Director, Senior Executive
Officer, in charge ofEngineering, and General
Manager of Research &Engineering Institute[Reelection]

4

Hiroshi Nakamura–[New election]

5

Hisakazu
Nakahigashi–[New election]

6

YoshihikoKinoshita–[New election]

7

Kenjiro Nakane

Outside Director

Certified public accountant[Reelection]
Licensed tax accountant[Independent Director]
Outside Audit & Supervisory [Outside Director]
Board Member, Nippon
Valqua Industries, Ltd.

8

Yutaro Kikuchi

Outside Director

Attorney[Reelection]
Outside Audit & Supervisory [Independent Director]
Board Member, Nihon[Outside Director]
System Product

No.

Career summary, position and responsibilities(significant concurrent positions outside the Company)

Name (Date of birth)

February 1996

General Manager, Dai-Ichi Kangyo Bank
Nederland N.V.

March 2000

Joined the Company

April 2001

Executive Officer of the Company

April 2002

President, Medical Equipment Unit of
the Company

June 2003

Director of the Company (present
position)

December 2004

President & Representative Director of
the Company (present position)

Toshihiko Kai(August 19, 1946)[Reelection]

Number of theCompany’s
shares owned

53,985[Position and responsibility at the Company]

1

President & Representative Director[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate]Since his appointment as President and Representative Director, he has driven the Group through rapidand decisive decision making by bringing secure profitability of the corporate group to the
management objectives. His strong leadership aims to sustain the Company’s positions as a top
supplier worldwide that uses excellent technological capabilities for its primary business as strength of
the Group and his management skills and leadership is necessary to realize the Nikkiso 2020 five-year
medium-term business plan for which the fiscal year ending December 31, 2020 is designated as the
final year and which was formulated in 2016. As such, it has been determined that he is suitable as a
Director of the Company, and as a candidate to continue as a Director.
April 1977

Joined the Company

April 2010

Executive Officer of the Company
Industrial Solutions & Overseas Business
Headquarter, Industrial Division of theCompany

Naota Shikano

January 2013

Managing Director & CEO, LEWA
GmbH (the Company’s consolidated
subsidiary)

January 2016

Senior Executive Officer of the Company(present position)

March 2016

Director, Executive Vice President of theCompany (present position)(November 18, 1952)[Reelection]
2

6,095

[Position and responsibility at the Company]
Director, Executive Vice President
In charge of Industrial Businesses (Industrial Business,
Precision Equipment Business, Aerospace Business, andUVLED Business)[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate]
He has worked toward rapid resolution of important management issues with leadership such as thosethat lead to the growth of our consolidated subsidiary company LEWA GmbH (Germany) during his
tenure as the Managing Director & CEO as well as the supervisor of the overseas pump business in the
Industrial Solutions & Overseas Business Headquarter. He possesses the necessary experience andknowledge to oversee a management environment surrounding the Industrial Division, including
Industrial Solutions, and to realize sustainable growth of the Group. As such, it has been determinedthat he is suitable as a Director of the Company, and as a candidate to continue as a Director.

No.

Career summary, position and responsibilities(significant concurrent positions outside the Company)

Name (Date of birth)

April 2008

General Manager, IVD Technology
Center, Nihon Kohden Corporation

November 2011

Joined the Company

October 2012

General Manager, Shizuoka Plant(currently Research & Engineering
Institute) (present position)

Number of theCompany’s
shares owned

General Manager, Medical Shizuoka
Factory, Shizuoka Plant of the Company
Shotaro Fujii

April 2013

Executive Officer of the Company

April 2015

General Manager, Biomedical
Engineering Center, Medical Division of
the Company(December 3, 1954)[Reelection]
3

June 2015

Director of the Company (present
position)January 2016

Senior Executive Officer of the Company(present position)

20,006[Position and responsibility at the Company]
Director, Senior Executive Officer
In charge of Engineering
General Manager, Research & Engineering Institute[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate]
He has established and promoted the research and development system of the Company speedily anddecisively. In addition, he has experience and skills in product development that responds to customer needs
and the promotion of quality control to create a medium- to long-term business foundation. As such, it has
been determined that he is suitable as a Director of the Company, and as a candidate to continue as a
Director.

No.

Career summary, position and responsibilities(significant concurrent positions outside the Company)

Name (Date of birth)

Hiroshi Nakamura

January 2006

Executive Officer, General Manager of
Nihonbashi Branch, The Bank of TokyoMitsubishi UFJ, Ltd.

March 2007

Joined the Company

June 2007

Director of the Company

October 2009Managing Director, Nikkiso EuropeGmbH (the Company’s subsidiary inGermany)

June 2011

Senior Executive Officer of the Company

April 2013

General Manager, Precision Equipment
Business Division of the Company

November 2013

General Manager, Corporate Planning
Department of the Company

June 2015

Audit & Supervisory Board Member of
the Company

January 2017

Senior Officer of the Company (present
position)(January 10, 1953)[New election]
4

Number of theCompany’s
shares owned

47,880[Position and responsibility at the Company]–[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate]
He possesses a wealth of experience and knowledge related to executions of the Company’s
management strategies and M&A, building a corporate governance system at overseas sites, and to
management and corporate governance gained through the Company’s business and accounting audits.
As such, it has been determined that he is suitable as a Director of the Company, and as a new
candidate to be a Director.

No.

Career summary, position and responsibilities(significant concurrent positions outside the Company)

Name (Date of birth)

Hisakazu Nakahigashi

April 1978

Joined the Company

April 2011

General Manager, Manufacturing
Department, Kanazawa Plant, Medical
Division of the Company

October 2011

Technical senior Manager, Medical
Shizuoka Factory, Shizuoka Plant of theCompany

April 2014

General Manager, Medical Products
Factory, Kanazawa Plant of theCompany

April 2015

Executive Officer (present position),
General Manager of Kanazawa Plant(present position), and General Manager
of Medical Products Factory of theCompany(January 11, 1955)[New election]
5

Number of theCompany’s
shares owned

30,987[Position and responsibility at the Company]–[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate]
He has been engaged in production, quality assurance, and development in the Company over theyears. He has achieved results in the transfer of production functions of the Aerospace Business andMedical Business from the Shizuoka Plant to the Kanazawa Plant with the aim of BCP support andother objectives. He possesses a wealth of experience and knowledge in the overall production
activities of the Group and ability to work toward resolving important management challenges. As
such, it has been determined that he is suitable as a Director of the Company, and as a new candidate to
be a Director.

No.

Career summary, position and responsibilities(significant concurrent positions outside the Company)

Name (Date of birth)

Yoshihiko Kinoshita(September 13, 1966)

April 1989

Joined the Company

April 2009

General Manager, Market Development
Department, Medical Division of theCompany

October 2011

Deputy General Manager, Medical
Division of the Company

April 2013

General Manager, Planning & Strategy,
Medical Division of the Company

January 2016

General Manager, Medical Division of
the Company (present position)

January 2017

Executive Officer of the Company(present position)[New election]

6

Number of theCompany’s
shares owned

10,327[Position and responsibility at the Company]–[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate]
He has been engaged in pharmaceutical operations in Medical Division of the Company as well as
research and development of markets and products over the years. Recently, he has also left his markon the optimization of product development and business systems by quickly and accurately grasping
information from the trends in pharmaceutical policy and hemodialysis treatments as well as the
emerging needs in dialysis medical institutes. He possesses experience and knowledge able to flexibly
and boldly respond to the dramatic changes of the management environment surrounding the medical
businesses of the Company. As such, it has been determined that he is suitable as a Director of theCompany, and as a new candidate to be a Director.

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
October 1975

Registered as a certified public
accountant (to present)

July 1977

Registered as a licensed tax accountant(to present)

Number of theCompany’s
shares owned

Director, Nakane Kenjiro Tax Accountant
OfficeKenjiro Nakane

April 1988

Representative Partner, Seishin & Co.
(currently SeishinShisei & Co.) (present
position)

June 2001

Outside Audit & Supervisory Board
Member of the Company

July 2003

Representative Partner, Seishin & Co.
(currently SeishinShisei & Co.) (present
position)

June 2006

Outside Audit & Supervisory Board
Member, Nippon Valqua Industries, Ltd.
(present position)

June 2012

Outside Director of the Company(present position)(July 9, 1947)[Reelection][Independent Director][Outside Director]
7

12,731[Position and responsibility at the Company]
Outside Director[Significant concurrent positions outside the Company]
Certified public accountant (Managing Partner, SeishinShisei& Co.)
Licensed tax accountant (Representative Partner,
SeishinShisei & Co.)
Outside Audit & Supervisory Board Member, Nippon Valqua
Industries, Ltd.
[Reasons for selection as a candidate]Through his activities as a certified public accountant and licensed tax accountant over the years, he
has acquired a thorough knowledge about corporate accounting and tax affairs. Although he has notbeen directly involved in corporate management in the past, the Company determined that he will
sufficiently fulfill his role in supervising decision-making of Directors and the execution of his duties
from an objective and expert standpoint independent from the execution of the Company’s operations
while clearly providing advice based on his knowledge from a point-of-view that takes into account thesustainable growth of the Group and improves the medium- and long-term corporate value. As such, it
has been determined that he is suitable as an Outside Director of the Company, and as a candidate tocontinue as an Outside Director.

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1981

Registered as an attorney (to present)

August 1983

Audit & Supervisory Board Member,
Nihon System Product (present position
as Outside Audit & Supervisory Board
Member)April 1986

Director, Kikuchi Sogo Law Office(present position)

June 2007

Outside Audit & Supervisory Board
Member of the Company

April 2013

Vice President, Japan Federation of Bar
Associations

Yutaro Kikuchi

President, Tokyo Bar Association(May 5, 1951)[Reelection]

June 2014

Managing Director, Japan Law
Foundation (present position)[Independent Director]

June 2015

Outside Director of the Company(present position)

June 2016

Vice President, Japan Bar Association(present position)[Outside Director]
8

Number of theCompany’s
shares owned

17,648

Auditor, Life Science Innovation
Network Japan, Inc. (present position)[Position and responsibility at the Company]
Outside Director[Significant concurrent positions outside the Company]
Attorney (Director, Kikuchi Sogo Law Office)Outside Audit & Supervisory Board Member, Nihon System
Product[Reasons for selection as a candidate]Through his activities as an attorney over the years, he has acquired advanced knowledge about
corporate management and corporate legal affairs. Although he has not been directly involved incorporate management in the past, the Company determined that he will sufficiently fulfill his role insupervising decision-making of Directors and the execution of his duties from an objective and expert
standpoint independent from the execution of the Company’s operations while clearly providing advice
based on his knowledge from a point-of-view that takes into account the sustainable growth of the Groupand improves the medium- and long-term corporate value. As such, it has been determined that he issuitable as an Outside Director of the Company, and as a candidate to continue as an Outside Director.
Notes:
1. There is no special interest between each candidate and the Company.
2. Kenjiro Nakane and Yutaro Kikuchi are candidates to be Outside Directors.
3. Kenjiro Nakane and Yutaro Kikuchi are currently the Company’s Outside Directors, and will have been in thisposition for four years and nine months and one year and nine months respectively at the conclusion of thismeeting. The Company has registered them with the Tokyo Stock Exchange, Inc. as Independent Directors.
4. The Company has executed with Kenjiro Nakane and Yutaro Kikuchi, pursuant to the provisions of Articles ofIncorporation, a limited liability agreement which provides that the higher amount of either five million yen or
the minimum total liability specified by laws and regulations shall be the maximum amount of liability fordamages. When they assume the positions of Outside Director, the Company plans to maintain the limited
liability agreement.

Proposal 2:

Election of one (1) Audit & Supervisory Board Member

Since Audit & Supervisory Member Hiroshi Nakamura retired from office due to resignation on
January 16, 2017, the Company proposes that one (1) Audit & Supervisory Board Member beelected. The Company has nominated the Audit & Supervisory Board Member candidate inaccordance with the basic policies of the Company related to the election below. If this proposal isapproved in its original form, the Audit & Supervisory Board will have four (4) Audit & Supervisory
Board members, including two (2) outside Audit & Supervisory Board members. In addition, theAudit & Supervisory Board has given its consent to this proposal.
[Criteria for the Election of Audit & Supervisory Board Members]
For an Audit & Supervisory Board Member, we designate a person who can perform businessaudits and accounting audits as well as actively exercise his or her authority and give appropriate
opinions at the Board of Directors.
[Procedure for Audit & Supervisory Board Member Nominations]
The Company shall explain to the independent outside directors and audit & supervisory board
members of the Audit & Supervisory Board Member candidates, and receive advice on thenomination in advance.
The candidate for Audit & Supervisory Board Member is as follows:
Career summary and position(Significant concurrent positions outside the Company)

Name (Date of birth)

April 1978

Joined the Company

April 2007

General Manager, Market Development Department,
Medical Equipment Unit of the Company

October 2009

General Manager, Business Strategy and Alliance
Office, Medical Division of the Company

April 2011

Senior Manager, Planning & Strategy, Medical
Division of the Company

August 2012Managing Director & COO, Nikkiso Europe GmbH(the Company’s subsidiary in Germany)

December 2014

General Director, Nikkiso Vietnam MFG Co., Ltd.
(the Company’s subsidiary in Vietnam) (present
position)

Kenji Hida
(June, 17 1954)[New election]

Number of theCompany’s
shares owned

8,378[Position at the Company]–[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate]
He has been engaged in the hemodialysis business over the years. Through his career in the Company, which
includes taking charge of principal overseas sites in the medical business, he has accrued abundant practicalexperience and knowledge relating to the overseas hemodialysis business, risk management, compliance andcorporate governance. As such, the Company has determined that he would be suitable as an Audit & Supervisory
Board Member of the Group, which is expanding its business overseas, and as a new candidate to be an Audit &Supervisory Board Member.
Notes:
1. There is no special interest between the candidate and the Company.
2. If Kenji Hida assumes office as Audit & Supervisory Board Member, the Company plans to execute with him,
pursuant to the provisions of Articles of Incorporation, a limited liability agreement which provides that thehigher amount of either three million yen or the minimum total liability specified by laws and regulations shall be
the maximum amount of liability for damages.