This document has been translated from the Japanese original version for the reference and convenience of non-Japaneseshareholders without any warranty at to its accuracy or otherwise. In the event of any discrepancy between this translation
version and the Japanese original version, the original shall prevail.

Securities identification code: 6376
March 9, 2018

To our shareholders:Toshihiko Kai

President & Representative Director

NIKKISO CO., LTD.
4-20-3 Ebisu, Shibuya-ku, TokyoNOTICE OF THE 77TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 77th 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 (see Page 3). Please indicate your approval or disapproval of the proposals on theenclosed 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 28, 2018 (Japan Standard Time).

Meeting Details
1.

Date and time:Thursday, March 29, 2018, 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 77th Term (from January 1,
2017 to December 31, 2017), 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 77th Term (from January 1, 2017 to
December 31, 2017)
Items to be resolved:
Proposal 1:
Election of eight (8) Directors
Proposal 2:
Election of one (1) Audit & Supervisory Board Member
Proposal 3:
Election of one (1) Substitute Audit & Supervisory Board Member

4.

Other decisions concerning convocation of this General Meeting of Shareholders(1) If you exercise your voting rights by postal mail, please follow the “Instructions on How to
Exercise Voting Rights” (Page 3), 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 28, 2018 (Japan Standard Time).
(2) If you exercise your voting rights via the Internet, please follow the “When exercising yourvoting rights via the Internet” (Page 3), and exercise your voting rights no later than 5:30 p.m.,
Wednesday, March 28, 2018 (Japan Standard Time) from the voting website designated by theCompany (https://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.

 If you will attend the meeting, please submit the enclosed voting form at the reception desk of the meeting.
 Of the documents to be submitted upon this notification, the following matters are posted on the Company’s
website (https://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 not included in the attached documents. The Audit &Supervisory Board Members and the Accounting Auditor conducted an audit on the Consolidated Financial
Statements and Non-Consolidated Financial Statements, including these matters posted on the Company’s
website.
1) Notes to the Consolidated Financial Statements
2) Notes to the Non-Consolidated Financial Statements
 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(https://www.nikkiso.co.jp).

Instructions on How to Exercise Voting Rights
Voting rights can be exercised with the following three (3) methods.
When attending the General Meeting of Shareholders
Please submit the enclosed voting form at the reception desk of the meeting. (You are not required tosign and affix a seal on this form.)
Date and time: Thursday, March 29, 2018, at 10:00 a.m. (Japan Standard Time)(The reception desk will open from 9:00 a.m.)
Venue: Nikkiso Higashimurayama Plant, R&D Center
Multi-Purpose Bldg. 7F, Conference Room
When exercising your voting rights by postal mailPlease indicate your approval or disapproval of the proposals on the enclosed voting form, and thenreturn the form to us by postal mail without affixing a stamp.
Deadline for exercising Must be received by 5:30 p.m. on Wednesday, March 28, 2018 (Japan
your voting rights: Standard Time)
When exercising your voting rights via the Internet
Access the website for exercising your voting rights (https://www.web54.net) from a PC or
smartphone, use the code for exercising voting rights and the password written on the enclosed voting
form and then enter your votes according to the instructions on the screen. Any costs and expenses
arising from access to the website for exercising voting rights (such as Internet connection charges
and phone charges) are to be borne by the shareholder.
Deadline for exercising Must be exercised by 5:30 p.m. on Wednesday, March 28, 2018 (Japan
your voting rights: Standard Time)Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Reference:

Policies and Procedure for Nominating Candidates for Company Director and Audit& Supervisory Board Member

The policies and procedure when nominating the Company’s candidates for Directors and Audit& Supervisory Board Members are as follows. The candidates in Proposal No. 1 to Proposal No. 3
to be discussed during this meeting have been nominated in accordance with these policies andprocedures.

Policies and Procedure for
Nominating Candidates for
Director and Audit & Supervisory
Board Member[Criteria for the Election of
Directors]
For a Director, we designate a person
who has knowledge, ability andleadership that will enable him or her
to gain an overview of the
management environment of ourGroup, promote importantmanagement issues speedily anddecisively, and achieve results, andwho can be committed to establish
corporate governance that supports
the realization of our corporate
philosophy.
[Criteria for the Election of Audit &Supervisory Board Members]
For an Audit & Supervisory Board
Member, we designate a person who
can perform business audits andaccounting audits as well as actively
exercise his or her authority and give
appropriate opinions at the Board of
Directors. Furthermore, at least one(1) Audit & Supervisory Board
Member shall possess appropriate
expertise related to financial affairs
and accounting.

[Criteria for the Election of Outside
Directors]
For an Outside Officer, we designatea person who, as a party having no
personal, capital or trade relationshipwith, or any other interest in, theCompany other than his or her
relationship as an outside director,
has no possibility of causing a
conflict of interest with ordinary
shareholders, and who can supervise
the directors’ decision-making andperformance of their duties from an
objective and professional viewpoint
independent from the Company’s
executives and provide correct
advice based on his or her expertisein order to promote the sustainablegrowth of the Company and improvethe medium- to long-term corporate
value.
[Criteria for the Election of Outside
Audit & Supervisory Board
Members]
For an Outside Officer, we designatea person who, as a party having no
personal, capital or trade relationshipwith, or any other interest in, theCompany other than his or her
relationship as an Outside Audit &Supervisory Board Member, has no
possibility of causing a conflict ofinterest with ordinary shareholders,
and who can supervise the directors’decision-making and performance of
their duties from an objective andprofessional viewpoint independent
from the Company’s executives andprovide instructions and advice
related to management strategy risks
on the basis of extensive expertise.

[Independence Judgment Criteria of
Independent Outside Officers]
The independence of Outside
Officers shall be judged strictly inaccordance with the independence
criteria stipulated by Tokyo Stock
Exchange, Inc.

[Concurrent Post Restrictions ofIndependent Outside Officers]
Independent Outside Officers shallnot concurrently hold positions as
director or audit & supervisory board
members at more than three (3) otherpublic companies other than the
Company as a general rule.

[Procedure for Director and Audit &Supervisory Board Member
Candidate Nominations]
The Company shall explain thecandidates to Independent Outside
Officers and receive advice on thenominations in advance.

Proposal 1:

Election of eight (8) Directors

The term of office of all of the current eight (8) Directors will expire at the conclusion of thisOrdinary General Meeting of Shareholders. Therefore, the Company proposes that eight (8)Directors be elected.
The candidates for Directors are as follows:
Position and responsibilities in
the Company

Significant concurrent
positions outside theCompany

No.

Name

1

Toshihiko Kai

President & Representative
Director[Reelection]

2

Hiroshi Nakamura

Director, Executive Vice
President, andin charge of Administration
and Corporate Planning(Compliance, Export Control,Internal Audit, Internal
Control, Information Systems,
and Public Relations/Investor
Relations) and UVLED
Business[Reelection]

3

Shotaro Fujii

Director, Senior Executive
Officer
In charge of Quality Control[Reelection]

4

Naota Shikano

Director, Executive Officer,
and in charge of Industrial
Businesses (Industrial
Business, Precision Equipment
Business, and Aerospace
Business)

CEO, Cryogenic Industries, [Reelection]
Inc. (the Company’s
consolidated subsidiary in the
United States)

5

Hisakazu
Nakahigashi

Director, Executive Officer,
and in charge of Production
and Engineering, General
Manager of Research &Engineering Institute, andGeneral Manager ofBiomedical Engineering Center[Reelection]

6

YoshihikoKinoshita

Director, Executive Officer,
and in charge of Medical
Business, and General Manager
of Medical Division[Reelection]

7

Eisuke Nagatomo

Outside Audit & Supervisory
Board Member

President & CEO, EN[New election]
Associates Co., Ltd.
[Independent Director]
Outside Director, Miroku[Outside Director]
Jyoho Service Co., Ltd.
Outside Audit & Supervisory
Board Member, Nidec
Corporation

8

Haruko Hirose(Name in family
register: Haruko
Makinouchi)–

Specially Appointed[New election]
Professor, Academy for[Independent Director]
Global Leadership, Tokyo[Outside Director]
Institute of Technology
President, Japan Morocco
Association
Outside Director, S&B Foods
Inc.

No.

Career summary, position and areas of responsibility(significant concurrent positions outside the Company)

Name (Date of birth)

February 1996

General Manager of 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

55,949[Position and areas of responsibility at the Company]
President & Representative Director
1[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate]Continuing from the previous term, in this term as well the Company has aimed to sustain its position as a
top supplier worldwide that uses excellent technological capabilities for its primary businesses as strength of
the Group and has executed policies designed for medium- to long-term growth in the Company’s primarybusiness. Regarding Industrial Business, the Company has acquired all the stocks of top business groups
worldwide in this field with the goals of strengthening business in the field of liquefied natural gas (LNG),
whose worldwide market scale is expected to expand in the future, and newly entering the business ofmanufacturing devices for industrial gas, including hydrogen, which is expected to become a form of next
generation energy. Regarding Aerospace Business, in order to steadily respond to the expanding worldwide
demands for aircraft, the Company started construction on the new Miyazaki Plant. Also, regarding Medical
Business, the Company has expanded its strategic business partnerships with Chinese businesses in order tofurther increase business performance in the Chinese dialysis-related product market, which is exhibiting
remarkable growth. His leadership is necessary to realize the Nikkiso 2020 five-year medium-term businessplan for which the fiscal year ending December 31, 2020 is designated as the final year. 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 areas of responsibility(significant concurrent positions outside the Company)

Name (Date of birth)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 2009

Director of the Company
Managing Director, Nikkiso EuropeGmbH (a Company’s consolidated
subsidiary in Germany)

June 2011

Director, Senior Executive Officer, andin charge of Business Strategy andAlliance, and Europe of the Company

April 2013

Director, Senior Executive Officer, incharge of Information Systems andQuality Control, and General Manager ofPrecision Equipment Business Divisionof the Company

November 2013

Director, Senior Executive Officer, incharge of Administration (Export
Control, Internal Control, Internal Audit,
Compliance, and Information Systems),
and General Manager of Corporate
Planning Department of the Company

Hiroshi Nakamura(January 10, 1953)[Reelection]

2

June 2015

Audit & Supervisory Board Member of
the Company

March 2017

Director, Executive Vice President, incharge of Administration and Corporate
Planning (Compliance, Export Control,Internal Audit, Internal Control,
Information Systems, and Public
Relations/Investor Relations) andUVLED Business of the Company(present position)

Number of theCompany’s
shares owned

49,267[Position and areas of responsibility at the Company]
Director, Executive Vice President, andin charge of Administration and Corporate Planning(Compliance, Export Control, Internal Audit, Internal
Control, Information Systems, Public Relations/Investor
Relations) and UVLED Business[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate]In this term, he has been successful in his endeavors to acquire the stocks of worldwide business groups thatpossess solid technology and market networks in the downstream field of liquefied natural gas (LNG) and in
the market field for manufacturing devices for industrial gas. Furthermore, aiming for the continued growth
and the medium- and long-term improvement of the corporate value of the Group, he has also vigorously
created and executed plans such as M&A and other similar strategic investments, risk management systems
including group governance and efficient group capital management systems. His abundant experience andknowledge support the realization of the Nikkiso 2020 five-year medium-term business plan. 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 areas of responsibility(significant concurrent positions outside the Company)

Name (Date of birth)

April 2008

General Manager of IVD Technology
Center, Nihon Kohden Corporation

November 2011

Joined the Company

October 2012

General Manager of Shizuoka Plant(currently Research & Engineering
Institute) and General Manager ofMedical Shizuoka Factory of theCompany

April 2013

Executive Officer, General Manager of
Shizuoka Plant, and General Manager ofMedical Shizuoka Factory of theCompany

June 2015

Director (present position), Executive
Officer, in charge of Research andDevelopment, General Manager of
Shizuoka Plant, and General Manager ofBiomedical Engineering Center of theCompany

January 2016

Senior Executive Officer (present
position), in charge of Engineering,
General Manager of Research &Engineering Institute, and General
Manager of Biomedical Engineering
Center of the Company

March 2017

In charge of Engineering and Quality
Control, and General Manager ofResearch & Engineering Institute of theCompany

January 2018

In charge of Quality Control of theCompany (present position)

Shotaro Fujii(December 3, 1954)[Reelection]
3

Number of theCompany’s
shares owned

21,073[Position and areas of responsibility at the Company]
Director, Senior Executive Officer, and in charge of Quality
Control[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate]In this term, he has not only established the Company’s research and development system but has also
worked on establishing the quality control system. He has experience and skills that can be used tocontinuously promote quality control activities in order to maintain and improve market confidence in termsof the Company’s finished goods and services. 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.

Name (Date of birth)

Naota Shikano

Career summary, position and areas of responsibility(significant concurrent positions outside the Company)
April 1977

Joined the Company

April 2010

Executive Officer, Senior Manager ofIndustrial Solutions & Overseas Business
Headquarter, Industrial Division of theCompany

January 2013

Executive Officer of the Company
Managing Director & CEO, LEWA
GmbH (a consolidated subsidiary inGermany)

January 2016

Senior Executive Officer and in charge ofIndustrial Business of the Company

March 2016

Director (present position), Executive
Vice President, and in charge ofIndustrial Business and UVLED
Business of the Company

March 2017

Executive Vice President and in chargeof Industrial Businesses (Industrial
Business, Precision Equipment Business,and Aerospace Business) of the Company(present position)(November 18, 1952)[Reelection]
August 2017

Executive Vice President of theCompany
CEO of Cryogenic Industries Holdings,
Inc. (the Company’s consolidated
subsidiary in the United States, currently
Cryogenic Industries, Inc.) (present
position)

September 2017

Executive Officer of the Company(present position)

4

Number of theCompany’s
shares owned

6,306[Position and areas of responsibility at the Company]
Director, Executive Officer, and in charge of Industrial
Businesses (Industrial Business, Precision Equipment
Business, and Aerospace Business)[Significant concurrent positions outside the Company]
CEO, Cryogenic Industries, Inc. (the Company’s
consolidated subsidiary in the United States)[Reasons for selection as a candidate]In this term, he has been successful in his endeavors to acquire the stocks of worldwide businessgroups that possess solid technology and market networks in the downstream field of liquefied naturalgas (LNG) and in the market field for manufacturing devices for industrial gas. He has also beensuccessful in his endeavors to perform integration after the acquisition of these stocks. After acquiring
all the stocks of the group, he took the position of CEO of the holding company Cryogenic Industries
Holdings, Inc. (currently Cryogenic Industries, Inc.) and has rapidly executed various policies aimed at
integrating this group to the Group. He has the experience and knowledge that are required forestablishing and building the foundation for medium- to long-term growth in Industrial Business. As
such, it has been determined that he is suitable as a Director of the Company, and as a candidate tocontinue as a Director.

No.

Career summary, position and areas of responsibility(significant concurrent positions outside the Company)

Name (Date of birth)

April 1978

Joined the Company

April 2011

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

October 2011

Technical Senior Manager, Medical
Shizuoka Factory, Shizuoka Plant(currently Research & Engineering
Institute) of the Company

April 2014

General Manager of Medical Products
Factory, Kanazawa Plant of the Company

April 2015

Executive Officer (present position),
General Manager of Kanazawa Plant,
and General Manager of Medical
Products Factory of the Company

March 2017

Director (present position), in charge of
Production, and General Manager ofKanazawa Plant of the Company

January 2018

In charge of Production and Engineering,
General Manager of Research &Engineering Institute, and General
Manager of Biomedical Engineering
Center of the Company (present position)

Hisakazu Nakahigashi(January 11, 1955)[Reelection]
5

Number of theCompany’s
shares owned

31,270[Position and areas of responsibility at the Company]
Director, Executive Officer, andin charge of Production and Engineering, General Manager
of Research & Engineering Institute, and General Manager
of Biomedical Engineering Center[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate]In this term, he has vigorously worked on establishing the Group’s production system. He possesses a
wealth of experience and knowledge in both research and development and product development aimed at
the creation of a medium- to long-term business foundation. He is also capable of decisively promoting
important management issues. As such, it has been determined that he is suitable as a Director of theCompany, and as a candidate to continue as a Director.

No.

Career summary, position and areas of responsibility(significant concurrent positions outside the Company)

Name (Date of birth)

April 1989

Joined the Company

April 2009

General Manager of Market
Development Department, Medical
Division of the Company

October 2011

Deputy General Manager of Medical
Division of the Company

April 2013

Deputy General Manager of Medical
Division and General Manager ofPlanning & Strategy, Medical Division of
the Company

January 2016

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

October 2016

Vice Chairman, Weigao Nikkiso (Weihai)
Dialysis Equipment Co., Ltd. (theCompany’s associates accounted forusing the equity method in China)(present position)

Yoshihiko Kinoshita(September 13, 1966)[Reelection]
6

January 2017

Executive Officer of the Company(present position)

March 2017

Director and in charge of Medical
Business of the Company (present
position)

October 2017CEO and Managing Director, Nikkiso
Europe GmbH (the Company’s
consolidated subsidiary in Germany)(present position)

Number of theCompany’s
shares owned

11,591[Position and areas of responsibility at the Company]
Director, Executive Officer, andin charge of Medical Business, and General Manager ofMedical Division[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate]Continuing from the previous term, in this term as well he has vigorously worked on the development of
new products and the optimization of business systems in order to decisively respond to the dramaticchanges of the management environment surrounding the medical businesses of the Company. He possesses
experience and knowledge that enable him to act flexibly and boldly in order to bring about continuous
growth in the Medical Business. As such, it has been determined that he is suitable as a Director of theCompany, and as a candidate to continue as a Director.

No.

Name (Date of birth)

Career summary, position and areas of responsibility(significant concurrent positions outside the Company)
April 1971

Joined Tokyo Stock Exchange

June 2003

Senior Executive Officer, Tokyo Stock
Exchange, Inc.

December 2005

Senior Executive Officer, Tokyo Stock
Exchange, Inc. (Chief Self-Regulatory
Officer)

October 2007

President & CEO, EN Associates Co.,
Ltd. (present position)

April 2008

Visiting Professor, Graduate School ofCommerce, Waseda University (present
position)

June 2010

Outside Director, Miroku Jyoho Service
Co., Ltd. (present position)

June 2012

Outside Audit & Supervisory Board
Member of the Company (present
position)

June 2016

Outside Audit & Supervisory Board
Member, Nidec Corporation (present
position)

Eisuke Nagatomo(July 7, 1948)[New election][Independent Director][Outside Director]

7

Number of theCompany’s
shares owned

6,085[Position and areas of responsibility at the Company]
Outside Audit & Supervisory Board Member[Significant concurrent positions outside the Company]
President & CEO, EN Associates Co., Ltd.
Outside Director, Miroku Jyoho Service Co., Ltd.
Outside Audit & Supervisory Board Member, Nidec
Corporation[Reasons for selection as a candidate]
He has held successive positions in important offices such as Senior Executive Officer and Chief SelfRegulatory Officer, Tokyo Stock Exchange, Inc., a position on the Business Accounting Council of the
Financial Services Agency and Director of the Financial Accounting Standards Foundation. In addition tohis considerable expertise related to financial affairs and accounting, he has also acquired thoroughknowledge about corporate governance, group governance, and risk management. During his time spent as
an Outside Audit & Supervisory Board Member of the Company, he has sufficiently fulfilled his role inauditing the decision-making and the execution of duties of Directors from an objective and expert
standpoint independent from the Company’s operations while clearly providing advice from a point-of-viewthat takes into account the sustainable growth of the Group and improves the medium- and long-term
corporate value. As such, we nominate him as a new candidate for Outside Director in order to have him
henceforth put his experience and opinions to work as an Outside Director of the Company.

No.

Career summary, position and areas of responsibility(significant concurrent positions outside the Company)

Name (Date of birth)

December 1968

Appointed to the National Personnel
Authority of Japan

January 1992

Director, Bureau of Human Resources
Management of Headquarters, United
Nations Educational, Scientific andCultural Organization (UNESCO)

September 2002

Deputy to the Director General andManaging Director of Programme
Coordination and Field Operations
Division, United Nations Industrial
Development Organization (UNIDO)

November 2006

Japanese Ambassador Extraordinary andPlenipotentiary to Kingdom of Morocco(Name in family register:
Haruko Makinouchi)

March 2010Retirement from Ministry of Foreign
Affairs of Japan(September 23, 1945)

April 2013

Specially Appointed Professor, Academy
for Global Leadership, Tokyo Institute ofTechnology (present position)

May 2014

President, Japan Morocco Association(present position)

June 2016

Outside Director, S&B Foods Inc.
(present position)

April 2017

Director, Ochanomizu University(present position)

Haruko Hirose[New election][Independent Director][Outside Director]
8

Number of theCompany’s
shares owned

0[Position and areas of responsibility at the Company]–[Significant concurrent positions outside the Company]
Specially Appointed Professor, Academy for Global
Leadership, Tokyo Institute of Technology
President, Japan Morocco Association
Outside Director, S&B Foods Inc.
[Reasons for selection as a candidate]
She has worked in international projects for many years such as in personnel, financial affairs, and industrial
development of the United Nations. Furthermore, she has also endeavored in activities for developing
personnel who are active on the world stage. We expect that she will sufficiently fulfill her role insupervising the decision-making and the execution of duties of Directors from an objective and expert
standpoint independent from the Company’s operations while providing beneficial advice aimed at ensuring
the effectiveness of the functions of the Company’s Board of Directors and constructing a Groupenvironment in which we can place diverse employees rightly for the right place like promoting further
active participation by women. Although she has not been directly involved in corporate management in thepast, it has been determined that she is suitable as an Outside Director of the Company for the reasons
outlined above. As such, we nominate her as a new candidate for Director.
Notes:
1. There is no special interest between each candidate and the Company.
2. Eisuke Nagatomo is a candidate to be our Outside Director.
(1) He is currently one of the Company’s Outside Audit & Supervisory Board Members, and he will have beenin this position for five (5) years and nine (9) months at the conclusion of this Ordinary General Meeting of
Shareholders. He will retire from office as Audit & Supervisory Board Member at the conclusion of thismeeting due to his resignation.
(2) At the current time, the Company has registered him with the Tokyo Stock Exchange, Inc. as an Independent
Officer. When he assumes the position of Outside Director, the Company plans to continue registering him as
an Independent Officer.

(3) The Company has currently executed with him, pursuant to the provisions of Articles of Incorporation for an
Outside Audit & Supervisory Board Member, a limited liability agreement which provides that the higher
amount of either three (3) million yen or the minimum total liability specified by laws and regulations shallbe the maximum amount of liability for damages. If he assumes the position of Outside Director, theCompany plans to execute with him, pursuant to the provisions of Articles of Incorporation for an Outside
Director, a limited liability agreement which provides that the higher amount of either five (5) million yen or
the minimum total liability specified by laws and regulations shall be the maximum amount of liability fordamages.
3. Haruko Hirose is a candidate to be our Outside Director.
(1) When she assumes the position of Outside Director, the Company plans to register her with the Tokyo Stock
Exchange, Inc. as an Independent Officer.
(2) If she assumes the position of Outside Director, the Company plans to execute with her, pursuant to theprovisions of Articles of Incorporation, a limited liability agreement which provides that the higher amountof either five (5) million yen or the minimum total liability specified by laws and regulations shall be themaximum amount of liability for damages.

Proposal 2:

Election of one (1) Audit & Supervisory Board Member

Eisuke Nagatomo, who is currently an Outside Audit & Supervisory Board Member, will assume theposition of Outside Director in the event that Proposal 1 of this Ordinary General Meeting of
Shareholders is approved and adopted. As such, he will retire from office as an Audit & Supervisory
Board Member at the conclusion of this meeting due to his resignation.
Therefore, the Company proposes the election of one (1) Audit & Supervisory Board Member. In
addition, the Audit & Supervisory Board has given its consent to this proposal.
If this proposal is approved in its original form, the Audit & Supervisory Board will have four (4)Audit & Supervisory Board members, including two (2) Outside Audit & Supervisory Board
members.
The candidate for an Audit & Supervisory Board Member is as follows:
Name (Date of birth)

Hiroyuki Muneta

Career summary and position (Significant concurrent positions outside
the Company)
October 1985

Joined Aoyama Audit Corporation, Price Waterhouse
as a Junior Accountant

March 1989

Registered as a certified public accountant (topresent)

July 1989

Left Aoyama Audit Corporation, Price Waterhouse

July 1989

Joined BDO Sanyu & Co.

(October 24, 1954)

April 1997

Registered as a licensed tax accountant (to present)[New election]

August 1997

Established Muneta Certified Public Accounting
Office (currently Ichiban-cho Joint Accounting
Office) as Managing Partner (present position)[Independent Audit &Supervisory Board
Member][Outside Audit &Supervisory Board
Member]April 1999

Number of theCompany’s
shares owned

0

Representative Director, Biotech System MachineryCo., Ltd. (present position)[Position at the Company]–[Significant concurrent positions outside the Company]
Representative Director, Biotech System Machinery Co., Ltd.
Certified public accountant (Managing Partner, Ichiban-cho Joint
Accounting Office) and licensed tax accountant[Reasons for selection as a candidate]Through his activities as a certified public accountant and licensed tax accountant over the years, he has acquired
abundant expertise related to financial affairs, accounting, and corporate management. We expect that he will beable to sufficiently fulfill his role in auditing the decision-making and the execution of duties of Directors from an
objective and expert standpoint independent from the Company’s operations while providing instructions andadvice on risks related to corporate management on the basis of extensive expertise covering financial affairs,
accounting, and corporate management. As such, it has been determined that he is suitable as an Outside Audit &Supervisory Board Member of the Company, and as a new candidate to be an Outside Audit & Supervisory Board
Member.
Notes:
1. There is no special interest between the candidate and the Company.
2. Hiroyuki Muneta is a candidate to be our Outside Audit & Supervisory Board Member.
(1) When he assumes the position of the Outside Audit & Supervisory Board Member, the Company plans toregister him with the Tokyo Stock Exchange, Inc. as an Independent Officer.
(2) If he assumes the position of the Outside Audit & Supervisory Board Member, the Company plans to executewith him, pursuant to the provisions of Articles of Incorporation, a limited liability agreement which
provides that the higher amount of either three (3) million yen or the minimum total liability specified bylaws and regulations shall be the maximum amount of liability for damages.

Proposal 3:

Election of one (1) Substitute Audit & Supervisory Board Member

At the 74th Ordinary General Meeting of Shareholders held on June 24, 2015, Hideki Kurashige waselected as a substitute Outside Audit & Supervisory Board Member, but he has provided notice forhis desire to resign from this position as of the start of this 77th Ordinary General Meeting of
Shareholders. Therefore, in accordance with the resolutions of the 74th Ordinary General Meeting of
Shareholders and with the consent of the Audit & Supervisory Board, the Board of Directors has
resolved to nullify his election as a substitute Audit & Supervisory Board Member as of the start ofthis 77th Ordinary General Meeting of Shareholders.
Therefore, the Company proposes the election again of one (1) substitute Audit & Supervisory
Board Member as an advance substitute Outside Audit & Supervisory Board Member to be ready tofill a vacant position should the number of Audit & Supervisory Board members fall below thenumber required by laws and regulations.
While the validity of the election of this proposal expires at the start of the Ordinary General
Meeting of Shareholders for the last business year out of the business years terminating within four(4) years after the election as per Article 35 of the Articles of Incorporation, this election may benullified by resolution of the Board of Directors if the consent of the Audit & Supervisory Board has
been obtained, provided that the substitute Audit & Supervisory Board Member has not yet assumed
the position of the Audit & Supervisory Board Member. In addition, the Audit & Supervisory Board
has given its consent to this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Career summary, position and responsibilities (significant concurrent
positions outside the Company)

Name (Date of birth)

April 1979

Joined The Long-Term Credit Bank of Japan,
LimitedJune 1998

Sales Manager of New York Branch and General
Manager of Chicago Sub-Branch, The Long-Term
Credit Bank of Japan, Limited

September 1999

Managing Director of Commercial Finance, GE
Capital JapanMay 2002

Executive Vice President, Lone Star Japan
Acquisitions, Ltd.

March 2012

Senior Advisor, Lincoln International (present
position)

April 2016

Director of the Board, TX Entrepreneur Partners(present position)

Shuichi Tajima(August 5, 1955)[New election][Independent Audit &Supervisory Board
Member][Outside Audit &Supervisory Board
Member]Number of theCompany’s
shares owned

0[Position at the Company]–[Significant concurrent positions outside the Company]
Senior Advisor, Lincoln International[Reasons for selection as a candidate]
He has acquired thorough knowledge about areas such as international finance, international M&A and corporate
governance. As he has no personal, capital or trade relationship with, or any other interest in, the Company, and has
no possibility of causing a conflict of interest with ordinary shareholders, we expect that he will be able tosufficiently fulfill his role in auditing the decision-making and the execution of duties of Directors from an
objective and expert standpoint independent from the Company’s operations while providing instructions andadvice on risks related to corporate management on the basis of extensive expertise related to areas such as
international finance and international M&A. As such, it has been determined that he is suitable as an Outside Audit& Supervisory Board Member of the Company, and as a new candidate to be an Outside Audit & Supervisory
Board Member.
Notes:
1. There is no special interest between the candidate and the Company.
2. Shuichi Tajima is a candidate to be our substitute Outside Audit & Supervisory Board Member.

(1) When he assumes the position of Outside Audit & Supervisory Board Member, the Company plans toregister him with the Tokyo Stock Exchange, Inc. as an Independent Officer.
(2) If he assumes the position of Outside Audit & Supervisory Board Member, the Company plans to executewith him, pursuant to the provisions of Articles of Incorporation, a limited liability agreement which
provides that the higher amount of either three (3) million yen or the minimum total liability specified bylaws and regulations shall be the maximum amount of liability for damages.