(Tokyo Stock Exchange Code: 6306)

The 160th Business Year
Notice of Convocation of theOrdinary General Shareholders’ Meeting
Time and Date

Friday, June 23, 2023
10:00 a.m.
Venue

1st Floor hall, Head of Techno Center,
Nikko Co., Ltd.
1013-1, Eigashima, Okubo-cho, Akashi, Hyogo Prefecture

Please refer to the map of the venue at theend of this notice in attending the Meeting.

[Notice]
If the spread of COVID-19 infections results in changes to the operation,etc. of the General Shareholders’ Meeting, the Company will post a
notification on its website to inform the shareholders. Please kindly checkthe site for notifications. (https://www.nikko-net.co.jp/)
You may also exercise your voting rights in advance via the internet, etc.
and in writing (by post). You are requested to kindly also consider

Resolutions
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:

Appropriation of Surplus from the 160th
Business Year
Election of Nine Directors
Election of Three Audit & Supervisory Board
Members
Election of One Substitute Audit &Supervisory Board Member

Deadline for exercising voting rights via the internet or in writing (mail)Thursday, June 22, 2023
Till 5 p.m.

Nikko Co., Ltd.

exercising your voting rights ahead of the meeting.

Main contents of thisconvocation notice areavailable on a PC or asmartphone.
https://p.sokai.jp/6306/

To Shareholders:(Tokyo Stock Exchange Code: 6306)
June 7, 2023
1013-1, Eigashima, Okubo-cho, Akashi, Hyogo Prefecture

Nikko Co., Ltd.

Representative Director and President Masaru Tsuji

Notice of Convocation of the 160th Ordinary General Shareholders’ Meeting

We deeply thank you for your continued support.
We would like to notify you of the 160th Ordinary General Shareholders’ Meeting of Nikko Co., Ltd., which will be held as
described below.
If you are unable to attend the meeting, you may exercise your voting rights using one of the methods explained from page
3 onwards. Please consider the reference materials attached to this notice and exercise your voting rights.
Meeting Details

1Time and
Date

2

Venue

From 10:00 a.m., Friday, June 23, 2023
1st Floor Hall, Techno Center, Nikko Co., Ltd.
1013-1, Eigashima, Okubo-cho, Akashi-shi, Hyogo Prefecture
If you are attending the Meeting, please refer to the map of the venue at the end of this notice.

Reports
3

4

Meeting
agenda

1. Business report, consolidated financial statements, and non-consolidated financial
statements for the 160th business year (from April 1, 2022 to March 31, 2023)
2. Results of the audits of the consolidated financial statements for the 160th businessyear (from April 1, 2022 to March 31, 2023) by the Independent Auditor and Audit &Supervisory Board

Proposal 1: Appropriation of Surplus from the 160th Business Year
Proposal 2: Election of Nine Directors
Resolutions
Proposal 3: Election of Three Audit & Supervisory Board Members
Proposal 4: Election of One Substitute Audit & Supervisory Board Member

In convening this General Meeting of Shareholders, the Company has taken measures for the electronic
provision of information contained in the reference documents for the general meeting of shareholders,etc. (matters subject to measures for the electronic provision of information), and has posted theinformation on each of the following websites. Please access either of the websites to view the
Matters
information.
Regardinghttps://www.nikko-net.co.jp/ir/meeting.html
Measureshttps://d.sokai.jp/6306/teiji/for
In addition to the Company’s website, the matters subject to measures for electronic provision are also
Electronic posted on the website of the Tokyo Stock Exchange (TSE; Listed Company Search). Access the TSE
Provision website by using the internet address shown below, enter “Nikko” in “Issue name (company name)” or
the Company’s securities code “6306” in “Code,” and click “Search.” Then, click “Basic information” andselect “Documents for public inspection/PR information” to view the information.
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show2

To Shareholders:◎ When you arrive at the venue, please submit the enclosed Voting Rights Exercise Form at the reception desk at the venue.
◎ If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on thewebsites listed on page 1 where the matters subject to measures for electronic provision are posted.
◎ Among the matters subject to measures for the electronic provision of information, the following matters are excluded from the paper-based documents delivered to shareholders who
have made a request for delivery of such documents in accordance with relevant laws and regulations and the provisions of Article 16 of the Articles of Incorporation of the Company(we are sending the said documents also to the shareholders who have not requested them for this General Meeting of Shareholders). Therefore, the said materials are portions of thestatements that were audited by the Audit & Supervisory Board Members and the Independent Auditors in their preparation of the accounting audit report.
(i) “Status of Agreement for Limitation of Liability” and “Summary of Directors and Officers Liability Insurance” under Company Executives of the Business Report(ii) “Systems Necessary to Ensure That the Execution of the Duties by the Directors Complies with Applicable Laws and the Articles of Incorporation, and to Ensure That the Other
Operations of Nikko Co., Ltd. and the Operations of the Group of Enterprises Consisting of Nikko Co., Ltd. and its Subsidiaries are Appropriate,” “Overview of the Operation of theInternal Control System,” “Basic Policy Regarding the Control by the Stock Company,” and “Policy on Deciding Dividend of Surplus, etc.” of the Company’s System and Policy of
the Business Report(iii) “Consolidated Statements of Changes in Equity of the Consolidated Financial Statements” and “Notes to the Consolidated Statements”(iv)“Non-Consolidated Statements of Changes in Equity of the Financial Statements” and “Notes to the Statements”

3How to Exercise Voting Rights
Voting rights at an Ordinary General Shareholders’ Meeting are an important right of the shareholders.
We sincerely request you to consider the reference materials for the meeting, upon exercising your voting rights.
The following three methods can be used for exercising voting rights.

Attending the Ordinary
General Shareholders’Meeting in person

Exercise of voting
rights via the internet

Exercise of voting
rights in writing(postal mail)Please submit the enclosed Voting Rights Exercise Form at
the reception desk.

Please enter your approval or disapproval of the
proposals in accordance with the instructions in thenext page.

Please indicate your approval or disapproval on eachof the proposals on the enclosed Voting Rights
Exercise Form and send it by mail. The form does
not require a postal stamp.

Time and Date

Deadline for exercising voting rights:

Deadline for exercising voting rights:

Friday, June 23, 2023

Thursday, June 22, 2023
Input need to be completed by
5:00 p.m.

Thursday, June 22, 2023
The voting rights arriving by
5:00 p.m. will be accepted.

10:00 a.m.

(The reception desk opens at 9:00 a.m.)

How to fill the Voting Rights Exercise FormEnter your approval or disapproval here.
Proposal 2 and 3● If you approve theelection of all candidates● If you disapprove theelection of all candidates

Draw a circle (○) in the“Approve” field.
Draw a circle (○) in the● If you disapprovethe election of someof the candidates

Draw a circle (○) in the“Approve” field and enter
the number of the candidate you
disapprove.

“Disapprove” field.

Proposals 1 and 4*The Voting Rights Exercise Form is a representative image.

● If you approve theproposal

Draw a circle (○) in the“Approve” field.

● If you disapprove theproposal

Draw a circle (○) in the“Disapprove” field.

If you exercise your voting rights both via the internet and in writing (mail), the voting rights exercised via the internet are accepted as the valid exercise of
voting rights. If you exercise your voting rights over several times via the internet, the final entry is accepted as the valid exercise of voting rights. If you
exercise your voting rights in writing and in case that there is no indication of approval or disapproval for each proposal on the returned Voting Form, thevote will be regarded as having indicated approval for proposals made by the Company.

4How to exercise voting rights via the internet
How to enter login ID andtemporary password

How to read the QR code
You may log in to the voting right exercise website without the log-in
ID and temporary password in the Voting Rights Exercise Form.

Voting right
exercise website

Read the QR code printed in the Voting Rights Exercise Form.

Access the voting right exercise website.

Voting Rights Exercise Form
Number of shares you holdas of the record day

Attn:
Date of the General
Shareholders’ Meeting

Number of voting rights

XX shares
XX units

Number of voting rights

MMM DD, YYYYEnter the log-in ID and temporary password in the Voting
Rights Exercise Form and click.

QR code for log-in
SampleLog-in ID
Temporary password

Mitsubishi UFJ Trust and Banking Corporation

SampleTo log in to the website for the procedures regarding the shareholders’ meeting.
(Shareholder registry administrator) Stock Transfer Agency Department,
Mitsubishi UFJ Trust and Banking Corporation- How to Use This Website- Mitsubishi UFJ Trustand Banking
Corporation
Homepage(Request for Various
Forms)■Log in
Input login ID and password and click “Log in.”
(Enter four digits each)Log-in ID
Passwordor temporary password(single-byte characters)(single-byte characters)

To change the password, input your log-in ID and registered password and then click“Change password.”
Inquiries
Mitsubishi UFJ Trust andBanking Corporation
Stock Transfer Agency
Department(For inquiries regarding theprocedures regarding theshareholders’ meeting)Tel: 0120-173-027(toll free)

Log inChange password

Your log-in ID and temporary password are printed in the Voting Rights Exercise Form, etc.
When logging in using a temporary password, it will automatically show a screen for changing the password. Pleasechange it to the password of your choice.

Click “Log in.”If you have forgotten your password or it is locked, print out the “Application for Initialization of Password,” fill in therequired information, and send it to the Stock Transfer Agency Department of Mitsubishi UFJ Trust and Banking
Corporation.
To read “Application for Initialization of Password,” you need Acrobat® Reader™ by Adobe Systems Incorporated.
If you do not have it, click the banner on the lower right and download Acrobat® Reader™ available for free.

(For inquiries regarding
general shareholder affairs)
Tel: 0120-232-711(toll free)*“QR code” is a registered trademark of Denso Wave Incorporated.

Input the login ID andtemporary password.

■Apply for log-in ID
If you wish for issuance of a log-in ID, click “Apply for ID.”

Apply for ID

Please enter your approval or disapproval by following
the instructions on the screen.
Voting Rights Exercise Website

Nikko Co., Ltd.

Register a “new password.”

How to express your approval / disapproval of
proposals
The First Ordinary General Shareholders’Meeting
Date: March 31, 2018
Shareholder No. 100000001
Number of voting rights that can be exercised: 10

Mitsubishi UFJ Trust and Banking Corporation

The Company approves the exercising of voting
rights by the shareholder in accordance with the
instructions of this screen. Please select theapplicable item and move on to the next screen.

- How to Use This Website- Mitsubishi UFJ Trustand Banking
Corporation
Homepage(Request for Various
Forms)

Current password
New password

To approve all proposals by the Company anddisapprove all proposals by shareholders

New password (for confirmation)
Inquiries
Mitsubishi UFJ Trust andBanking Corporation
Stock Transfer Agency
Department(For inquiries regarding theprocedures regarding theshareholders’ meeting)Tel: 0120-173-027(toll free)To Confirmation Screen

To input approval and disapproval individually of
proposals by the Company and shareholders(For inquiries regarding
general shareholder affairs)
Tel: 0120-232-711(toll free)

To Enter Approval /Disapproval(single-byte characters)(single-byte characters)
Send(single-byte characters)

Input single-byte letters of alphabet, numbers, and symbols at least eight charactersand no more than 12 characters using all three types of characters.

You may use these symbols: ! # $ ( ) * + - , . / : = @ [ ] ^ _ ‘ { } ~-Input the “newpassword.”
Click “Send.”

If you log in with the temporary password, you need to change it to a new
password (the password of your choice) to maintain security.
When the convocation notice for the next shareholders’ meeting is sent, a new login ID and temporary password will be issued.
If you are logging in before the next shareholders’ meeting, you will need thecurrent log-in ID and the newly set password. Please do not lose them.
Back

Please enter your approval or disapproval by following the
instructions on the screen.

Agenda Contents

Agenda Contents(English)Should you have any question or inquiry on how to
operate a PC or smartphone for exercising your voting
rights via the internet, please contact the helpdesk using
the telephone number on the right.

Change password

Change the password. Enter your current password and new password (a passwordof your choice).
- For confirmation, enter the same password in the “New password” and “Newpassword (for confirmation).”- The new password is enabled by clicking “Send.”*The operation screen is a representative image.

Help Desk, Stock Transfer Agency Department, Mitsubishi UFJ Trust andBanking Corporation

0120-173-027(Toll free; from 9:00 to 21:00)

Institutional investors may use the voting rights electronic execution platform for institutional investors operated by ICJ, Inc.

5

Reference Materials for the Ordinary
General Shareholders’ Meeting
Proposals and Reference Items

Proposal 1: Appropriation of Surplus from the 160th Business Year
The Company recognizes appropriate returns of profit to shareholders as one of the important management
issues. Its basic policy is to decide the amount of dividends by comprehensively considering requirements forenhancement of internal reserve, etc., while intending, in principle, to pay dividends by reflecting its businessperformance for the concerned period.
Under this basic policy, the Company sets the year-end dividend for the current business year as described
below.
Matters regarding year-end dividends(1) Type of dividend property
Cash(2) Matters regarding appropriation of the dividend property to shareholders and its total amount
15.00 yen per share of common stock 574,150,425 yen in total(3) Effective date of dividend of surplus
June 26, 2023
As a result, annual dividend for the current fiscal year including interim dividend is 30.00 yen per share ofcommon stock.

6

Proposal 2: Election of Nine Directors
The Company emphasizes on management responsibility of its Directors and its Articles of Incorporation set
the term of their office at one year so as to ask shareholders confidence in them every business year.
The term of office of all nine Directors will expire at the conclusion of this Ordinary General Shareholders’Meeting, and Nikko Co., Ltd. requests to elect nine Directors once again.
Candidates for Directors are as described below.
The number of candidates and the candidates are determined at the Board of Directors upon considerationof a report by the Nomination and Remuneration Committee, which serves as an advisory body to the Boardof Directors.
CandidatenumberName(Date of birth)

Takahisa
Nishikawa
1(Date of birth:
March 31, 1959)

Brief personal history, position and responsibility at Nikko Co., Ltd.
(Important concurrent position)

April 1982
June 2007
June 2008
June 2011
June 2012
April 2019

Reappointment

Joined Nikko Co., Ltd.
Executive Officer of the Company
Director of the Company
Managing Director of the Company
Representative Director and President of the Company
Representative Director and Chairman of the Company (current)
Affiliates in-charge and General Manager of Manufacturing Divisionof Nikko Co., Ltd. (current)

The number of sharesthe candidate holds in
the Company

120,200 shares[Reason for nomination as candidate for Director]
Takahisa Nishikawa has appropriately supervised the management and taken decisions on important matters as the Representative Director
and President since 2012, Representative Director and Chairman since April 2019, and Director and Chairman since June 2021, and has
been contributing to business expansion while working to improve the corporate value. Given his track record and based on the judgment that
he is an appropriate human resource for realizing continuous improvement in its corporate values, the Company requests to elect him again
as Director.

MasaruTsuji
2(Date of birth:
June 4, 1960)
Reappointment

September 1987
June 2007
June 2008
June 2011
June 2015
April 2016
April 2019

Joined Nikko Co., Ltd.
Executive Officer of the Company
Director of the Company
Managing Director of the Company
Senior Managing Director of the Company
General Manager of Business Division of the Company
Representative Director and President of the Company (current)Internal control in-charge and General Manager of Technology
Division of the Company (current)

108,900 shares[Reason for nomination as candidate for Director]
Since 2019, Masaru Tsuji has appropriately supervised the management and taken decisions on important matters as the Representative
Director and President and has formulated and been implementing the Medium-Term Management Plan while working to improve theCompany’s corporate value. Given his track record and based on the judgment that he is an appropriate human resource for realizing
continuous improvement in its corporate values, the Company requests to elect him again as Director.

7

Candidate
numberBrief personal history, position and responsibility at Nikko Co., Ltd.
(Important concurrent position)

The number of sharesthe candidate holds in
the Company

Joined Taiyo-Kobe Bank Limited (current Sumitomo Mitsui Banking
Corporation)
April 2009Manager of Kansai Corporate Solution Sales Department, SMBC
Consulting Co., Ltd.
June 2011
Director of the Company
Manager of Financial Department of the Company
June 2018
Managing Director of the Company
General Manager of Financial Division of the Company
April 2020
General Manager of Financial Division and Security Export Control
in-charge of the Company
April 2021
General Manager of Administrative Division, General Manager ofFinancial Department, and Security Export Control in-charge of theCompany
May 2021
General Manager of Administrative Division and Security Export
Control in-charge of the Company (current)
June 2021
Senior Managing Director of the Company
April 2023
Representative Director and Vice President of the Company (current)<Important concurrent position>
Representative Director and President, Nikko Kosan Co., Ltd.
Representative Director and President, Nikko Baumaschinen GmbH

66,400 shares

Name(Date of birth)
April 1982

HiroshiFujii
3(Date of birth:January 16, 1959)
Reappointment[Reason for nomination as candidate for Director]
Hiroshi Fujii has appropriately supervised the management and taken decisions on important matters as Director, been in charge ofadministration of corporate planning and taken initiatives in the financial strategy as Representative Director and Vice President, and been in
charge of security export control and driven forward the management plan. Given his track record and based on the judgment that he is anappropriate human resource for realizing continuous improvement in its corporate values, the Company requests to elect him again as
Director.

8

Candidate
numberName(Date of birth)

Brief personal history, position and responsibility at Nikko Co., Ltd.
(Important concurrent position)
April 1982
January 2011
July 2013
June 2015

Tomomi
April 2016
Nakayama
4(Date of birth:January 10, 1963)
Reappointment

April 2018

April 2019
June 2019
June 2022
April 2023

Joined Nikko Co., Ltd.
Branch Manager of Chubu Branch, the Company
Manager, Asphalt Plant Sales Management Department, Tokyo Head
Office, the Company
Executive Officer of the Company
Manager of Business Planning Department, Business Division, andManager of Asphalt Plant Sales Management Department, Tokyo
Head Office, the Company
Manager of Business Planning Department, Business Division,
Manager of Asphalt Plant Sales Management Department, andDirector of AP Technology Center, the Company
Manager of Business Planning Department, Business Division,
Manager of Asphalt Plant Sales Management Department, Directorof AP Technology Center, and Manager of Mobile Plant Business
Department of the Company
General Manager of Business Division, Manager of Business
Planning Department, and Manager of Asphalt Plant SalesManagement Department of the Company
Director of the Company
Managing Director of the Company (current)
General Manager of Business Division, Manager of Business
Planning Department of the Company (current)

The number of sharesthe candidate holds in
the Company

42,860 shares[Reason for nomination as candidate for Director]
Tomomi Nakayama has appropriately supervised the management and taken decisions on important matters as Director, been in charge of
the Business Division as Managing Director, taken initiatives in sales strategies, and driven forward management plans. Given his trackrecord and based on the judgment that he is an appropriate human resource for realizing continuous improvement in its corporate values, theCompany requests to elect him again as Director.
April 1990
June 2012

TakeshiSone
5(Date of birth:
February 25, 1970)
New appointment

October 2013
April 2015
April 2016
April 2018
April 2019
June 2019
June 2022
April 2023

Joined Nikko Co., Ltd.
Director of Tokyo Service Center, Service Planning Department of
the Company
Director of Tokyo Service Center, Service Planning Department, andDirector of Wangan Service Station of the Company
Deputy Manager of Service Planning Department and Director of
TSC Center of the Company
Branch Manager of Chubu Branch of the Company
Branch Manager of Kanto Branch of the Company
Branch Manager of Kanto Branch and Manager of Mobile Plant
Business Department of the Company
Executive Officer of the Company
Senior Executive Officer of the Company (current)Manager of Service Planning Department and Mobile Plant Business
Department of Business Division (current)

8,495 shares[Reason for nomination as candidate for Director]
Takeshi Sone has worked in the service division, which is the Company’s mainstay division, for many years and is well versed in its
operations as he has served as director of service center, branch manager, and department manager. In particular, he is contributing to the
expansion of the business as the officer in charge of the mobile plant division. Given his track record and based on the judgment that he is anappropriate human resource for realizing continuous improvement in its corporate values, the Company requests to newly elect him as
Director.

9

Candidate
numberName(Date of birth)

Brief personal history, position and responsibility at Nikko Co., Ltd.
(Important concurrent position)
December 1988
March 2003
April 2010
October 2014

KoichiKawakami
6(Date of birth:
July 8, 1965)
New appointment

April 2018
April 2021
June 2021
January 2022

October 2022
April 2023

Joined Nikko Co., Ltd.
General Manager of Corporate Planning Office, Administrative
Division of the Company
General Manager of International Planning Office, International
Business Department of the Company
General Manager of General Affairs Office, General Affairs
Department of the Company
Branch Manager of Chubu Branch of the Company
Manager of President Office and Corporate Planning Section
Manager, Secretary Section Manager, General Manager of Quality
Assurance Office of the Company
Executive Officer of the Company (current)Manager of Corporate Planning Department and CEO’s Office, DX
Business Team Leader (CDO), Corporate Planning Section Manager,
Secretary Section Manager, General Manager of Quality Assurance
Office of the Company
Manager of Corporate Planning Department and CEO’s Office, DX
Business Team Leader (CDO), Corporate Planning Section Manager,
Secretary Section Manager of the Company
Deputy General Manager of Administrative Division, Manager ofCorporate Planning Department and CEO Office, and DX Business
Team Leader (CDO) of the Company (current)

The number of sharesthe candidate holds in
the Company

3,700 shares[Reason for nomination as candidate for Director]
Koichi Kawakami has worked in the Company’s sales division, overseas business division, and administrative division and has experience inoperations and management of diverse fields as he served as General Manager of Corporate Planning Office and General Affairs Department
as well as branch managers, which have given him extensive knowledge and experience regarding the Company’s management. Given his
track record and based on the judgment that he is an appropriate human resource for realizing continuous improvement in its corporate
values, the Company requests to newly elect him as Director.

Masafumi
Ishii
7(Date of birth:
November 3, 1957)
Reappointment

April 1980
February 2002
January 2004
July 2006
January 2013
July 2014
March 2017
January 2021
June 2021

Joined the Ministry of Foreign Affairs
Private Secretary to the Minister for Foreign Affairs
Minister, Embassy of Japan in the UK
Minister, Embassy of Japan in the USA
Director-General, International Legal Affairs Bureau, Ministry ofForeign Affairs
Ambassador Extraordinary and Plenipotentiary, Embassy of Japan in
Belgium
Ambassador Extraordinary and Plenipotentiary, Embassy of Japan inIndonesia
Retired from the Ministry of Foreign Affairs
Outside Director of the Company (current)

2,500 shares[Reason for nomination as candidate for Outside Director and expected roles]
Having served in a number of key positions at the Ministry of Foreign Affairs over many years, Masafumi Ishii has extensive knowledge ofinternational affairs based on his abundant international experience as well as understanding of the Asian region, where the Company aims to
expand its business in the future. He is expected to offer diverse and wide-ranging advices and appropriately supervise its businessexecution. While he has not been involved in corporate management in the past, the Company requests to elect him again as Outside
Director based on the judgment that he is an appropriate human resource for realizing continuous improvement in corporate values given theabove reasons, track record, and expectations.

10Candidate
numberName(Date of birth)

Brief personal history, position and responsibility at Nikko Co., Ltd.
(Important concurrent position)
April 2002

Rika Saeki June 2021
June 2022(Date of birth:
February 27, 1961)

8

Reappointment

Established Usystem Limited (current Usystem Co., Ltd.)
Representative Director, Usystem Co., Ltd. (current)
Outside Director of the Company (current)
Director, Kobe Commerce, Industry and Trade Center (current)<Important concurrent position>
Representative Director, Usystem Co., Ltd.
Director, Kobe Commerce, Industry and Trade Center

The number of sharesthe candidate holds in
the Company

None[Reason for nomination as candidate for Outside Director and expected roles]
Having been engaged in corporate management as the founder and manager of an operating company, Rika Saeki has extensive knowledge
and experience, which the Company expects to be reflected in its management. Further, the Company believes that it is necessary for its
future development to incorporate her knowledge of ICT, which is her main business, and her diverse opinions from the diversity perspective,and expects her to offer appropriate supervision of and advice on its business execution. Based on the above reasons, track record, andexpectations, the Company has judged her to be an appropriate human resource for realizing continuous improvement in its corporate values
and requests to elect her again as an Outside Director. If appointed, she is expected to engage in the selection of officer candidates anddecision on the remuneration for officers as a Nomination and Remuneration Committee member from an objective and neutral standpoint.
April 1980

Joined Taiyo-Kobe Bank Limited (current Sumitomo Mitsui

April 2010

Executive Officer and Manager of Internal Audit Department,

Banking Corporation)

Shigeru
Sadakari

Sumitomo Mitsui Banking Corporation
May 2011

Managing Executive Officer, The Minato Bank, Ltd.

April 2013

Senior Representative Managing Director and Senior Managing
Executive Officer, The Minato Bank, Ltd.

9

(Date of birth:
September 22, 1957)

June 2015

Representative Director and Vice President, Kobe Tochi

Reappointment

June 2016

Representative Director and President, Kobe Maintenance of

2,500 shares

Tatemono Co., Ltd.
Building Co., Ltd.
June 2019

Outside Audit & Supervisory Board Member, the Company

June 2022

Outside Director of the Company (current)[Reason for nomination as candidate for Outside Director and expected roles]
Having been engaged in corporate management at financial institutions and operating companies over many years, Shigeru Sadakari has
extensive knowledge and experience, which the Company expects to be reflected in its management. Further, the Company believes that it isnecessary for its future development to incorporate his diverse opinions regarding financial and accounting, in which he is well-versed, andexpects him to offer appropriate supervision of and advices on its business execution. Based on the above reasons, track record, andexpectations, the Company requests to elect him again as Outside Director. If appointed, he is expected to continue to engage in the selectionof officer candidates and decision on the remuneration for officers as a Nomination and Remuneration Committee member from an objective
and neutral standpoint.

11

(Notes)
1. There is no special interest between Nikko Co., Ltd. and each of the candidates.
2. Masafumi Ishii, Rika Saeki, and Shigeru Sadakari are candidates for Outside Director.
3. Nikko Co., Ltd. has reported to the Tokyo Stock Exchange that Masafumi Ishii, Rika Saeki, and Shigeru Sadakari as Independent Directors, whose
designation is required by the exchange as directors who do not cause conflict of interests with general shareholders. If all three are reappointed, theCompany plans to continue to designate them as Independent Directors.
4. Masafumi Ishii and Rika Saeki currently serve as Outside Directors. Their terms of office will be two years each at the conclusion of this Ordinary
General Shareholders’ Meeting. Shigeru Sadakari currently serves as an Outside Director. His term of office will be one year at the conclusion of thisOrdinary General Shareholders’ Meeting. Sadakari served as an Outside Audit & Supervisory Board Member of the Company in the past.
5. Nikko Co., Ltd. has entered into agreements with Masafumi Ishii, Rika Saeki, and Shigeru Sadakari to limit their liability for damages and the maximum
amount of their liability under these agreements is the amount provided for in laws and regulations. Upon approval of their election, the Company plans
to continue these agreements with them.
6. The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3 (1) of the Companies Act with an insurancecompany and the insurance policy covers liability of the insured including Directors arising from the performance of their duties and damage claims put
forward pertaining to the pursuit of the said liability. If the candidates are elected as Directors and take office, they become the insured of the said
insurance policy. The Company plans to keep the contents of the said insurance policy unchanged in the next renewal.
7. At the moment, the Company does not plan to sign an indemnity agreement based on Article 430-2 (1) of the Companies Act with each of thecandidates.

12

Proposal 3: Election of Three Audit & Supervisory Board Members
The term of office of Audit & Supervisory Board Members Naoki Ota, Tsuyoshi Fukui, and Koji Yoneda will
expire at the conclusion of this Ordinary General Shareholders’ Meeting, and Nikko Co., Ltd. requests toelect three Audit & Supervisory Board Members.
The candidates for Audit & Supervisory Board Member are as described below.
The candidates are determined at the Board of Directors upon consideration of a report by the Nomination
and Remuneration Committee, which serves as an advisory body to the Board of Directors, with the consent
of Audit & Supervisory Board.
CandidatenumberName(Date of birth)

Naoki
Ota
1

(Date of birth:
March 1, 1955)
Reappointment

Brief personal history and position at Nikko Co., Ltd.
(Important concurrent position)

April 1979
February 2009
March 2011
March 2013
March 2016
June 2019

Joined Nittoseiko Co., Ltd.
Representative Director and President of Wacoh Corporation
Director of Nittoseiko Co., Ltd.
Director and Manager of Fasteners Business Department of
Nittoseiko Co., Ltd.
Full-time Audit & Supervisory Board Member, Nittoseiko Co., Ltd.
Outside Audit & Supervisory Board Member, the Company (current)

The number of sharesthe candidate holds in
the Company

300 shares[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
Having been engaged in corporate management at operating companies over many years, Naoki Ota has extensive experience in business
management and wide-ranging knowledge and is expected to audit and provide instructions regarding soundness and transparency ofmanagement execution from an objective and neutral standpoint. Based on the above reasons, the Company requests to elect him again as
Outside Audit & Supervisory Board Member.

TsuyoshiFukui
2(Date of birth:
July 24, 1965)
Reappointment

October 1991
August 1995
April 2018
June 2019

Joined the Kobe Office of Century Audit Corporation (currently Ernst& Young ShinNihon LLC)
Certified as Certified Public Accountant of Japan
Joined the Kobe Office of RSM Seiwa (current)
Outside Audit & Supervisory Board Member, the Company (current)

500 shares<Important concurrent position>
Partner, RSM Seiwa[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
Tsuyoshi Fukui has been nominated as a candidate for Outside Audit & Supervisory Board Member so as to leverage his expert knowledge asa Certified Public Accountant in audit and for provision of advice regarding the soundness and transparency of management and execution
from an objective and neutral standpoint. While he has not been involved in managing a company in the past, he has an excellent track record
as a Certified Public Accountant from an expert standpoint and also has deep knowledge regarding management. Based on the above
reasons, the Company judged that he has the ability to appropriately perform duties of an Outside Audit & Supervisory Board Member andrequests to elect him again as an Outside Audit & Supervisory Board Member.

13

Candidate
numberName(Date of birth)

Koji
Yoneda3(Date of birth:
February 17, 1957)
Reappointment

Brief personal history and position at Nikko Co., Ltd.
(Important concurrent position)

April 1990
June 2022

Certified as attorney
Joined Motohara & Tanaka Law Office (current Tamon Law Office)(current)
Outside Audit & Supervisory Board Member of the Company(current)

The number of sharesthe candidate holds in
the Company

300 shares<Important concurrent position>
Representative Partner, Tamon Law Office[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
Koji Yoneda has been nominated as a candidate for Outside Audit & Supervisory Board Member so as to leverage his expert knowledge as alawyer in audit and for provision of advice regarding the soundness and transparency of management and execution from an objective andneutral standpoint. While he has not been involved in managing a company in the past, he has an excellent track record as a lawyer from anexpert standpoint and also has deep insight regarding management. Based on the above reasons, the Company judged that he has the ability
to appropriately perform duties of an Outside Audit & Supervisory Board Member and requests to elect him again as an Outside Audit &Supervisory Board Member.
(Notes)1. There is no special interest between Nikko Co., Ltd. and each of the candidates.
2. Naoki Ota, Tsuyoshi Fukui, and Koji Yoneda are candidates for Outside Audit & Supervisory Board Members.
3. Nikko Co., Ltd. has reported to the Tokyo Stock Exchange that Naoki Ota, Tsuyoshi Fukui, and Koji Yoneda as Independent Officers, whose
designation is mandated by the exchange as officers who do not cause conflict of interests with general shareholders. If all three are reappointed, theCompany plans to continue to designate them as Independent Officers.
4. Naoki Ota and Tsuyoshi Fukui currently serve as Outside Audit & Supervisory Board Members. Their term of office will be four years at the conclusionof this Ordinary General Shareholders’ Meeting. Koji Yoneda currently serves as an Outside Audit & Supervisory Board Member. His term of office will
be one year at the conclusion of this Ordinary General Shareholders’ Meeting.
5. Nikko Co., Ltd. has entered into agreements with Naoki Ota, Tsuyoshi Fukui, and Koji Yoneda to limit their liability for damages and the maximum
amount of their liability under these agreements is the amount provided for in laws and regulations. Upon approval of their election, the Company plans
to continue these agreements with them.
6. The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3 (1) of the Companies Act with an insurancecompany and the insurance policy covers liability of the insured including Audit & Supervisory Board Member arising from the performance of theirduties and damage claims put forward pertaining to the pursuit of the said liability. If the candidates are elected as Audit & Supervisory Board Members
and take office, they become the insured of the said insurance policy. The Company plans to keep the contents of the said insurance policy unchangedin the next renewal.
7. At the moment, the Company does not plan to sign an indemnity agreement based on Article 430-2 (1) of the Companies Act with each of thecandidates.

14

Proposal 4: Election of One Substitute Audit & Supervisory Board Member
Kenji Kishi was elected as a substitute Audit & Supervisory Board Member at the 158th Ordinary General
Shareholders’ Meeting held on June 24, 2021, and the validity of the election is to expire at the start of thisOrdinary General Shareholders’ Meeting. In anticipation of a situation where the number of Audit &Supervisory Board Members falls below that provided for by laws and regulations, the Company requests toelect one substitute Audit & Supervisory Board Member.
Haruhiro Ogawa has been nominated as a candidate to be a substitute for Audit & Supervisory Board
Member Nobutaka Yasuda.
The validity of the election of a substitute Audit & Supervisory Board Member is subject to cancellation only
before his taking office by the resolution of the Board of Directors with the consent of the Audit & Supervisory
Board.
The validity of the preliminary election of the substitute Audit & Supervisory Board Member is, in accordancewith Article 30 of the Articles of Incorporation, from after this Ordinary General Shareholders’ Meeting till thestart of the Ordinary General Shareholders’ Meeting to be held in two years.
The candidate for substitute Audit & Supervisory Board Member is as described below.
The candidate was determined at the Board of Directors upon consideration of a report by the Nomination
and Remuneration Committee, which serves as an advisory body to the Board of Directors, with the consent
of Audit & Supervisory Board.
Name(Date of birth)

Brief personal history and position at Nikko Co., Ltd.
(Important concurrent position)
April 1991
April 2013

Haruhiro Ogawa(Date of birth:
March 5, 1968)

April 2014
April 2017
October 2018
May 2021
April 2022

Joined Mitsui Taiyo Kobe Bank Limited (current Sumitomo
Mitsui Banking Corporation)
Branch Manager and Section Manager of Consultant
Section, Osaka Branch, SMBC Nikko Securities Inc.
Branch Manager, Kitasuzurandai Branch, Sumitomo Mitsui
Banking Corporation
Branch Manager, Mikage Branch, Sumitomo Mitsui
Banking Corporation
Senior Manager, Inheritance Advisory Business Division,
Sumitomo Mitsui Banking Corporation
Seconded to the Company
Manager, Financial Department, Administrative Division of
the Company (current)
Joined the Company

The number of sharesthe candidate holds in the
Company

100 shares[Reason for nomination as candidate for substitute Audit & Supervisory Board Member]
Haruhiro Ogawa has worked for a bank and securities company for many years before serving as the Manager of Financial Department of the Company,and has extensive knowledge and experience regarding financial and accounting. If elected as Audit & Supervisory Board Member, Ogawa is expected toappropriately implement audit for ensuring corporate soundness. Based on these reasons, the Company requests to elect him as substitute Audit &Supervisory Board Member.

15

(Notes)
1. There is no special interest between Nikko Co., Ltd. and the candidate.
2. The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3 (1) of the Companies Act with an insurancecompany and the insurance policy covers liability of the insured including Audit & Supervisory Board Member arising from the performance of theirduties and damage claims put forward pertaining to the pursuit of the said liability. If Haruhiro Ogawa takes office as an Audit & Supervisory Board
Member and takes office, he becomes the insured of the said insurance policy. The Company plans to keep the contents of the said insurance policy
unchanged in the next renewal.
3. The Articles of Incorporation of the Company stipulates rules regarding an agreement to limit liability of an Audit & Supervisory Board Member fordamages. However, it does not plan to sign the said agreement with Haruhiro Ogawa if he takes office as Audit & Supervisory Board Member.
4. At the moment, the Company does not plan to sign an indemnity agreement based on Article 430-2 (1) of the Companies Act with Haruhiro Ogawa if hetakes office as Audit & Supervisory Board Member.

End

16

(Reference) Diversity of the Board of Directors and the Audit & Supervisory Board (if Proposal 2 andProposal 3 are approved)
Independence
Corporate(Outsidemanagement
Directors only)
Business
operation

Knowledge and experience the Company expects*

DirectorcandidatenumberName

1Takahisa Nishikawa

●

●

2

Masaru Tsuji

●

●

3

Hiroshi Fujii●

4

Tomomi Nakayama

●

●

●

●

5

Takeshi Sone

●

●

●

●

6

Koichi Kawakami

●

●

7

Masafumi Ishii●

8

Rika Saeki

●

●

9

Shigeru Sadakari●●

Industrial Finance andLegal
OverseasSalesknowledge accounting compliance experience experience

ICT

●

●

●

●

●

●
●

Administrative
experience●●●

Engineeringexperience

●

●

●

●
●

●

●

* The above list does not cover all knowledge and experiences the candidates have.
* ICT in the above list denotes Information and Communication Technology.
Audit &
Supervisory
Board
MembercandidatenumberKnowledge and experience the Company expects*
Name

Independence
Corporate(Outsidemanagement
Directors only)
Business
operation–

Nobutaka Yasuda

1

Naoki Ota●

2

Tsuyoshi Fukui●

3

Koji Yoneda●●

Industrial Finance andLegal
OverseasSalesknowledge accounting compliance experience experience
●

●

●

●
●
●

* The above list does not cover all knowledge and experiences the Audit & Supervisory Board Members have.

17

ICT

Engineeringexperience

Administrative
experience

(Reference) Criteria for Independence of Outside Officers
The Company shall set the criteria for independence of its outside officers (Directors and Audit & Supervisory Board Members) as
follows. If none of the following items applies to an outside officer (or its candidate), the Company deems that the said outside officer
maintains adequate independence.
Outside officers shall strive to maintain the independence stipulated by the criteria until retirement. If they come to lose theindependence stipulated by the criteria, he or she shall immediately notify the Company.
1.
2.
3.
4.
5.
6.
7.

8.
9.
10.
11.
12.

13.

A person who is or used to be engaged in business execution*1 of the Company as well as its subsidiaries and affiliates (hereafterreferred to as the “Group”).
Party for whom the Group is a major business partner*2 or a major business partner of the Group and a person who is engaged inbusiness execution at the major business partner of the Group.
A major shareholder*3 of the Company or a person engaged in business execution at a major shareholder of the Company.
A person engaged in business execution at a party in which the Group is a major shareholder.
A Group’s major lender*4 or person engaged in business execution at a Group’s major lender.
A person who belongs to the accounting firm that is the accounting auditor of the Group.
A consultant, accountant, tax accountant, attorney at law, judicial scrivener, patent attorney, or other expert receiving 10 million yen
or more a year other than officers’ compensation from the Group (if such financial benefits are obtained by an organization such as
an incorporated entity and union, a person belonging to such an organization).
A person receiving 10 million yen or more a year from the Group.
A person engaged in the business execution at a company where the Company’s outside officer concurrently holds a position.
A person who fell under any of above items 2 to 9 in the past three years.
Spouse, or a relative within one or second degree from a person who falls under any of above items 1 to 10 in the past three years
or a relative who lives together with the person.
A person who currently holds the position of an independent officer and the total number of years in service as Director exceeds
eight years if reappointed or the total number of years in service as Audit & Supervisory Board Member exceeds 12 years if
reappointed.
In addition to the above items, a person who has a special reason which prevents him or her from performing the duties of an
independent outside officer such as a possible conflict of interest with the Company.

*1 “Person engaged in business execution” refers to executive directors, executives, executive officers, and other officers and employees in an equivalent position at a corporate
body, etc.
*2 “Major business partner” refers to a business partner whose transaction exceeds 2% of net sales of either party in the most recent fiscal year.
*3 “Major shareholder” refers to a party that directly or indirectly holds 10% or more of the voting rights.
*4 “Major lender” refers to a person from which the Group is borrowing equivalent to 2% or more of its consolidated total assets in the most recent fiscal year.

Enacted on May 21, 2021

18