This document has been translated from the Japanese original (as submitted to the Tokyo Stock Exchange) for reference purposes only.
Olympus Corporation assumes no responsibility for direct, indirect or any other forms of damages caused by misunderstanding from the translation.

CORPORATE GOVERNANCE REPORTOLYMPUS CORPORATION

Last updated: June 26, 2024

Olympus Corporation
Director, Representative Executive Officer, President and CEO, Stefan Kaufmann
Contact for inquiries: Investor Relations, Vice President, Takaaki Sakurai
Securities Code: 7733
https://www.olympus-global.com/

The status of corporate governance of Olympus is as set out below.

I Basic Views on Corporate Governance, Capital Structure, Corporate Attributes, and Other Key
Information
1. Basic Views
Olympus Corporation has formulated basic concepts concerning corporate governance in the “Basic Policy on Corporate
Governance.” For details of this basic policy, please refer to Attachment 1 of this report.

[Reasons for Non-Compliance with the Principles of the Corporate Governance Code]Olympus Corporation complies with all the principles of the Corporate Governance Code.

[Disclosure Based on Each Principle of the Corporate Governance Code][Principle 1-4 Policy shareholdings]• In line with the “Basic Policy on Corporate Governance” on Attachment 1 of this report, the Board of Directors specifically gives
comprehensive consideration to the benefits and risks of its holdings, verifying the necessity of holdings for each individual issue,
and sells shares which are not reasonable to hold. As of the end of March 2016, Olympus Corporation held 64 issues worth 68 billion
yen. This have been gradually reduced and as of the end of March 2024, hold 0.6 billion yen in 6 issues.
• Details of shares held by Olympus Corporation have been disclosed in annual securities reports, for your reference.
Annual Securities Report For the Fiscal Year Ended March 31, 2024 (from April 1, 2023 to March 31, 2024)
https://www.olympus.co.jp/ir/data/pdf/annual_fy2024_jp.pdf• If a company that holds Olympus Corporation’s shares as policy shareholdings other than pure investment makes an offer to sell,etc., the sale cannot be prohibited.
• Our policy regarding possession of listed shares as a policy measure and the criteria for exercise of voting rights for such policy
shareholdings is stated in 1. -(4) of the “Basic Policy on Corporate Governance” on Attachment 1 of this report, for your reference.
[Principle 1-7 Related party transactions]
Information concerning the framework of procedures when Olympus Corporation and its subsidiaries conduct transactions withrelated parties is stated in 1. -(5) of the “Basic Policy on Corporate Governance” on Attachment 1 of this report, for your reference.
[Supplementary principle 2-4-1 Ensuring diversity in the promotion to core human resources]<Policies and voluntary and measurable goals for ensuring diversity and their status>
In realizing our Corporate Philosophy of “Making people’s lives healthier, safer and more fulfilling,” Diversity, Equity and Inclusion(DEI) is an indispensable piece of strategy to ensure. At the Olympus Group, valuing people with diverse perspectives andbackgrounds is a part of Our Core Values. The Olympus Group respects the differences in our people’s age, gender, race, sexual
orientation, gender identity, socioeconomic status, ethnicity, (dis)ability, nationality and culture, language, religion, opinions,political stance, experiences, and career backgrounds.
In engaging with DEI, four key themes are being prioritized globally.
1. Gender and Life Priority, to further support women colleagues and all “Care Takers*” that may have time constraints through life
events
2. Nationality and Culture, to increase diversity and ensure equitable access to opportunities regardless of nationality/culture or
language
3. Career and Experience, to increase professional experience and broaden team/organizational coverage of perspective
4. Inclusive Environment, to ensure psychological safety that everyone could speak up and collaborate effectively* People who need to work and at the same time taking care of their children, parents, families etc.
Please refer to our website and securities reports where specific initiatives, targets, and results have been disclosed.
Diversity, Equity, and Inclusion
https://www.olympus-global.com/csr/social/diversity/
Annual Securities Report For the Fiscal Year Ended March 31, 2024 (from April 1, 2023 to March 31, 2024)
https://www.olympus.co.jp/ir/data/pdf/annual_fy2024_jp.pdf<Policies for human resources development and internal environment development to ensure diversity, and the status of theirimplementation>

1

[Employee development]
The Olympus Group believes that its employees are the most important management resource from a long-term perspective. Whilevaluing each employee with integrity and empathy, we are working to build an organization that can come together as a global Groupto respond agilely to changes in the management environment.
The Olympus Group also believes that we should not limit the avenues to success for our employees to specific regions, and rather
that numerous diverse opportunities should be provided. For the past several years, based on our global human resources strategy,
we have promoted the global integration of our human resource processes. 2021 marked the full-scale introduction of our Global
Leadership Competency Model, the Olympus Group’s leadership model. Since then, we have rolled out skill development programs
and learnings contents that employees throughout the world can use. In 2023, we introduced our performance management systemthat allows the goal setting and evaluations of all employees to be viewed on a global basis. Our global leaders and business leaders
experience our “Leaders Developing Leaders”* program, and we are building structures to allow information on the human resources
assignment process, remuneration, and skill and other development to be accessed. We work to assign the right employees to theright jobs on a global basis and to accelerate the growth of employees who show desire.
* A concept of developing human resources whereby all leaders, not just direct superiors, take responsibility and work together for
developing the next generation broadly across the entire company, including their own successors[Promoting the advancement of women]
The Olympus Group actively recruits and promotes high-quality professional and talented people and provides them with
opportunities to work in our company so that all employees can demonstrate their abilities without discrimination based on gender.
In 2019, Olympus Corporation received Eruboshi Grade 3 certification. Please refer to our website where specific initiatives andresults have been disclosed.
Diversity, Equity, and Inclusion
https://www.olympus-global.com/csr/social/diversity/[Employment of people with disabilities]
Olympus Corporation actively promotes the employment of people with disabilities (physical, mental, and intellectual). After hiring
employees, they are active in a wide range of fields, including general clerical positions, as well as research and development
positions such as manufacturing engineering positions and IT development positions. In April 2009, we established a special-purpose
company, which mainly employs people with intellectual disabilities and strives to continuously employ them by creating an
employment environment that includes the establishment of work processes suited to the characteristics of the people with disabilities
and the placement of supporting staff for their active roles. Please refer to our website where specific initiatives and results havebeen disclosed.
Employment
https://www.olympus-global.com/csr/social/employment/[Initiatives for health and productivity management]
The Olympus Group believes that creating a workplace environment in which its employees can work in good health and with vitality
is a prerequisite for advancing the company’s various activities. To support this, the Olympus Group established the Olympus Health
Declaration in April 2018, which proclaims management’s commitment to firmly support maintaining and promoting the health of
its employees and their families, in cooperation with Olympus Health Insurance Society. While reviewing and strengthening thehealth support system and clarifying the health issues of the Olympus Group, we have actively implemented various health measuresand lifestyle improvement measures in response to changes in the work environment and working style. In addition to verifying theeffectiveness of each measure, the Olympus Group has set evaluation indicators for overall health management and actively publishes
them on the Olympus Group corporate website. These efforts have been well received, and Olympus Corporation has been certified
as a “2024 White 500 Health & Productivity Management Outstanding Organization” for eight years in a row since 2017.
[Principle 2-6 Exercising the functions of corporate pension asset owners]
Regarding the corporate pension fund of Olympus Corporation, the Asset Management Committee, which is charged withdeliberations and proposals concerning the investment management of pension assets, submits proposal to various conference bodies,such as the Governing Board and the Representatives Committee, where proposals are deliberated upon and after verification of theappropriateness thereof executed by the Olympus corporate pension fund.
The Olympus corporate pension fund is subject to investment trust and pension insurance arrangements in accordance with policies
and portfolios approved by the Asset Management Committee and the Representatives Committee. The actual fund management is
mandated to a financial institution, with the investment status including stewardship activities being subject to quarterly monitoringin regular operations briefing sessions. The Asset Management Committee and the Representatives Committee consist of persons
with expertise in the fields of human resources, accounting, and finance, as well as employee representatives, forming a framework
capable of verifying the sound operations of the pension funds from the perspectives of professional expertise and beneficiaryprotection.
[Principle 3-1 Complete information disclosure]
In addition to appropriate disclosure based on laws and regulations, Olympus Corporation voluntarily disseminates the following
information in order to ensure transparency and fairness in decision-making and to realize effective corporate governance.
(1) Corporate Philosophy and Corporate Strategy• Corporate Philosophy
All the Olympus Group’s activities are based on our Corporate Philosophy, which is made up of Our Purpose of “Making people’s
lives healthier, safer and more fulfilling” and Our Core Values.
To demonstrate our commitment to patient safety as our highest priority, and to transform Olympus Corporation into a global
MedTech company, in January 2024, the Olympus Group refreshed “Our Core Values.” We newly added “Patient Focus,”2

“Innovation,” and “Impact,” while maintaining our existing core values of “Integrity” and “Empathy.” With these new core values
and based on our corporate strategy announced in May 2023, we will pursue greater success and sustainable growth as a leading
global MedTech company.
• Corporate Strategy
The Olympus Group announced the new corporate strategy “Leading as a global MedTech company” in May 2023. Based on thebasic guidelines of “Patient safety and sustainability,” “Innovation for growth,” and “Productivity,” this management strategy isdesigned to strengthen our position as a global MedTech company and realize the Group’s corporate philosophy of “Making
people’s• lives healthier, safer and more fulfilling.”
We have also established four strategic value pools that will drive our long-term sustainable growth and create value for ourcustomers and society: Business and Global Expansion, Strategic M&A, Care Pathway Enhancement, and Intelligent Endoscopy
Ecosystem. The Guiding Principles and the four value pools are deeply connected and help facilitate and accelerate each other,which is the beauty of the new company strategy.

Furthermore, the Group aims to maintain an annual sales growth rate of approximately 5% and an operating profit margin of
approximately 20%, even in the face of rapid changes in the external environment. We are targeting CAGR of approximately 8%
for EPS, which is higher than the growth rate of net sales, by controlling cost increases through productivity and efficiency
improvements.
[Financial guidance from the fiscal year ended March 2024 to the fiscal year ending March 2026]

Our corporate strategy has been published on our website and in integrated reports available for reference.
Company Strategy
https://www.olympus-global.com/company/philosophy/strategy.html
Integrated Report For the Fiscal Year Ended March 31, 2023
https://www.olympus-global.com/ir/data/integratedreport/2023.html(Action to Implement Management That Is Conscious of Cost of Capital and Stock Price) (Disclosed in English)
Olympus Corporation has made its compensation system that is conscious of stock price by adopting relative TSR and EPS growthrate for indicators of executive officer compensation, etc., and manages its business based on its own cost of capital and profitability
such as analysis and evaluation of the current situation and discussion of issues for improvement in the Board of Directors. In
addition, Olympus Corporation actively conduct constructive interactions with shareholders for the purpose of our continuous
development and improvement of mid- to long-term corporate value. Details have been published in annual securities report andintegrated report.
Annual Securities Report For the Fiscal Year Ended March 31, 2024 (from April 1, 2023 to March 31, 2024)
https://www.olympus.co.jp/ir/data/pdf/annual_fy2024_jp.pdf
Integrated Report For the Fiscal Year Ended March 31, 2023
https://www.olympus-global.com/ir/data/integratedreport/2023.html

3

(2) Basic concepts concerning corporate governance of Olympus Corporation• As set out in the above section 1 “Basic concepts,” based on the respective principles of the Corporate Governance Code, we haveformulated as its “Basic Policy on Corporate Governance” basic concepts concerning corporate governance, which are available forreference in Attachment 1 of this report.
(3) Compensation of directors and executive officers• As a company with a Nominating Committee, etc., Olympus Corporation has a Compensation Committee consisting of at least
three members and a majority of whom are independent outside directors. The Committee is chaired by an independent outside
director to ensure transparency and to determine compensation in a fair and appropriate manner. The basic policy of our executive
compensation system is to make executives strongly aware of their responsibility to maximize corporate value and meet the
expectations of various stakeholders, and to treat them appropriately in accordance with their responsibilities. In accordance withthis effect, the Compensation Committee has established a policy regarding the determination of individual compensation received
by directors and executive officers and determines the amount of individual compensation received by directors and executive
officers in accordance with this policy. For details, please refer to the section “II. 1. Organizational Composition and Operation[Compensations for Directors and Executive Officers]” of this report.
(4) Election of directors and executive officers• At Olympus Corporation, proposals for director candidate elections and dismissals are determined by the Nominating Committee,
which is chaired by an independent outside director and whose members consist in the majority of independent outside directors,
after it is discussed whether the candidate has experience, insight, etc. appropriate for directors. In addition, elections of executive
officers are determined by the Board of Directors after the Nominating Committee discusses whether the candidate has experience,
insight, etc. appropriate for executive officers and develops proposals for elections.
(5) The reasons for the election of each director• The reasons for the election of each director and skill matrix are described in the reference documentation to proposals for theelection of directors, which is part of the convocation notice of the general meeting of shareholders and in this report (section II.
Business Management Organization and Other Corporate Governance Systems Regarding Decision-Making, Execution of Business,
and Monitoring, 1. Organizational Composition and Operation, and Attachment 2 “Directors Skills Matrix”).
Notice Regarding the Convocation of the General Meeting of Shareholders For the Fiscal Year Ended March 31, 2024 (from
April 1, 2023 to March 31, 2024)
https://www.olympus-global.com/ir/stock/pdf/meetingFY2024_01.pdf[Supplementary principle 3-1-3 Initiatives on sustainability and so on]<Initiatives on sustainability>
The Olympus Group recognizes that our Group itself can continue to be a sustainable company by contributing to society throughactivities aimed at “Making people’s lives healthier, safer and more fulfilling,” our Corporate Philosophy. Our ESG (environment,
society, and governance) strategies are important in realizing that Corporate Philosophy.
Based on our Corporate Philosophy, the Olympus Group identifies the important ESG areas and initiatives (materiality items) on
which we should focus and strives to resolve various social issues through our business. In the fiscal year ended March 2023, werevised and reorganized our existing ESG strategies. In our new corporate strategy, for which the fiscal year ended March 2024 was
the first fiscal year, we have positioned ESG as a priority item and strengthened the compatibility and consistency of our ESG
strategies with our corporate strategy, business strategies, and financial strategies.
Please refer to our website where we publish our initiatives on sustainability.
Sustainability
https://www.olympus-global.com/csr/
Annual Securities Report For the Fiscal Year Ended March 31, 2024 (from April 1, 2023 to March 31, 2024)
https://www.olympus.co.jp/ir/data/pdf/annual_fy2024_jp.pdf<Investments in human capital>
As part of our corporate reforms, the Olympus Group is working to realize a healthy organizational culture. Turning our eyes to boththe needs of the Olympus Group and the everyday experiences of our employees, when these two factors are well balanced, ourorganization will be healthy, and our employees will be able to fully exercise their individual possibilities. Through a culture whereindividual employees are empowered to perform their best, we believe that we can achieve sustainable growth and our goal of“Making people’s lives healthier, safer and more fulfilling” in our Corporate Philosophy.
To realize these goals and to further evolve as a global MedTech company, we have identified three issues that we will pursue globally
through various initiatives: “strengthening our corporate culture of ‘Patient Focus,’” “strengthening systems to promote a healthyorganization,” and “creating opportunities for diverse human resources to grow and succeed globally.”
We have published personnel-related initiatives on our website.
Sustainability
https://www.olympus-global.com/csr/
Annual Securities Report For the Fiscal Year Ended March 31, 2024 (from April 1, 2023 to March 31, 2024)
https://www.olympus.co.jp/ir/data/pdf/annual_fy2024_jp.pdf<Investments in intellectual properties>
In terms of the Olympus Group’s intellectual properties, through patent applications, we are working to maintain competitive
superiority in the Endoscopic Solutions Business and aiming to establish a competitive advantage in the Therapeutic Solutions
Business, one of our growth drivers. To realize this competitive advantage both strategically and effectively, we have introduced an
operational process to decide the allocation of patent investment through an overview of all projects in the Endoscopic Solutions
Business and Therapeutic Solutions Business approved in our strategic business plan and through discussions with our businesses.

4

We have also created dedicated capabilities for cross-regional patent portfolio management for our Endoscopic Solutions Businessand Therapeutic Solutions Business, creating a system for the integrated global management of our patent portfolio. Furthermore,with an eye on expanding our patent portfolio through M&A, we are strengthening our intellectual property functions to support ourdivision dedicated to business development in the U.S. from a due diligence perspective. By carefully considering our strategy andshifting our investment to high-growth sectors, we have been enhancing the strength of each individual patent and quickly closing
the gap with U.S. and European competitors. We will continue to work to build a patent portfolio that contributes to the sustainablegrowth of the Group.
We have published initiatives related to intellectual properties on integrated reports.
Integrated Report For the Fiscal Year Ended March 31, 2023
https://www.olympus-global.com/ir/data/integratedreport/2023.html<The impact of climate change-related risks and earning opportunities on our business activities and profits>
The Olympus Group is working to reduce the impact that the entire value chain has on the environment, including productdevelopment, procurement, manufacturing, distribution, sales, and repair. The Olympus Group is also using scenario analysis to
identify risks and opportunities related to climate change in the short, medium, and long term. Although there will be some impact
of climate change risks on the Olympus Group’s strategy and financial plans, the degree of impact will be limited. At the same time,
we will continue to develop eco-friendly products based on energy saving, etc., by viewing the growing need for products that help
reduce greenhouse gas emissions as an opportunity related to climate change. The products of the Olympus Group are compact andconsume little energy when used. Therefore, since climate change has little impact on demand for products and services, we also
recognize it does not have a major impact on business activities.
We also announced our endorsement of the recommendations by the Task Force on Climate-related Financial Disclosures (TCFD)
in May 2021. We have published our Group’s climate change-related initiatives which is in line with the TCFD framework on our
website and in integrated reports.
Environmental Policy and Strategy
https://www.olympus-global.com/csr/environment/management/
Integrated Report For the Fiscal Year Ended March 31, 2023
https://www.olympus-global.com/ir/data/integratedreport/2023.html[Supplementary principle 4-1-1 Scope of delegation to the management team]
We clearly separate the monitoring function from the executional function of management as a company with Nominating Committee,
etc. to accelerate decision making in the execution of duties, to strengthen governance and further increase the transparency.
The Board of Directors aims to accelerate management decision making and execution by having a structure that focuses on deciding
important matters on core managerial elements and management monitoring, delegating more authority to executive officers
concerning decision making on the execution of duties and matters related to business execution. In addition, the Board of Directors
makes decisions on matters related to the basic policies on management and internal control systems as well as other importantmatters and matters related to the execution of important duties, and receives reports from executive officers. Matters to be referredto the Board of Directors are set forth in Regulations of the Board of Directors and The Board of Directors Resolutions/Reporting
Criteria.
[Principle 4-9 Qualifications and standards for independent judgments by independent outside directors]
The Board of Directors determines criteria for ensuring the independence of independent outside directors, which are detailed in thisreport, section II. 1. “Organizational Composition and Operation,” sub-section “Matters Concerning Independent Directors.” The
Nominating Committee, which consists in the majority of independent outside directors, assesses the independence of candidates,
thereby ensuring practical effectiveness, and at the same time verifies that the selected candidates can be expected to contribute to
the Board of Directors.
[Supplementary principle 4-10-1 The mandates and roles as well as the policy regarding the independence of the composition ofeach committee]
The mandates and roles as well as the policy regarding the independence of the composition of each committee are described in
Attachment 1 “Basic Policy on Corporate Governance,” 4.-(7) of this report.
[Supplementary principle 4-11-1 Balance, diversity and scale for the Board of Directors, and policies and procedures for election of
the directors]
At Olympus Corporation, the Nominating Committee creates a matrix of the experience and insight required from directors of
Olympus Corporation, and determines director candidates. Balance and diversity for the Board of Directors, and policies andprocedures for election of the directors are stated in Attachment 1 “Basic Policy on Corporate Governance,” 4.-(3), (4), and (8) of
this report.
As for the composition of the Board of Directors, of 11 directors, eight are independent outside directors to ensure the effectivenessand diversity of the Board of Directors functioning as a monitoring board. In addition, of 11 directors, five have a citizenship otherthan Japanese nationality, and two are women. With multiple human resources equipped with abundant experience and insight incorporate management, finance and international business deployment, the Board has a composition with consideration forinternationality and gender as well.
The reasons for the election of each director and skill matrix are described in the reference documentation to proposals for theelection of directors, which is part of the convocation notice of the general meeting of shareholders and in this report (section II.
Business Management Organization and Other Corporate Governance Systems Regarding Decision-Making, Execution of Business,
and Monitoring, 1. Organizational Composition and Operation, and Attachment 2 “Directors Skills Matrix”).
Notice Regarding the Convocation of the General Meeting of Shareholders For the Fiscal Year Ended March 31, 2024 (from
April 1, 2023 to March 31, 2024)5https://www.olympus-global.com/ir/stock/pdf/meetingFY2024_01.pdf[Supplementary principle 4-11-2 Situation of concurrent posts for directors and audit & supervisory board members]
Directors’ status as concurrently serving officers of other listed companies is disclosed annually in the reference documents and thebusiness report of the notices regarding the convocation of the general meeting of shareholders, and in annual securities reports.
Notice Regarding the Convocation of the General Meeting of Shareholders For the Fiscal Year Ended March 31, 2024 (from
April 1, 2023 to March 31, 2024)
https://www.olympus-global.com/ir/stock/pdf/meetingFY2024_01.pdf
Annual Securities Report For the Fiscal Year Ended March 31, 2024 (from April 1, 2023 to March 31, 2024)
https://www.olympus.co.jp/ir/data/pdf/annual_fy2024_jp.pdf[Supplementary principle 4-11-3 Self-evaluation for the Board of Directors]
With the goal of realizing effective corporate governance, every year since 2015, we have evaluated the overall effectiveness of theBoard of Directors and disclosed a summary of the results. The evaluation method includes a questionnaire and discussion.
Furthermore, to ensure objectivity, the evaluation is conducted using a third-party perspective (external consultants), and thediscussion is also facilitated by external consultants to organize the points objectively and provide support. Following the discussion,
based on the results of analysis produced through the discussion at the Board of Directors, initiatives to enhance the effectiveness of
the Board of Directors are shared. In order to pursue “Making people’s lives healthier, safer and more fulfilling” in our Corporate
Philosophy, we continue to work to strengthen corporate governance, an important part of our management platform, and to enhancetransparency. An overview of the evaluation of the Board of Directors is published on our website.
Evaluation of effectiveness of the Board of Directors:
https://www.olympus-global.com/company/governance/pdf/effectiveness_of_board_of_directors_2024.pdf[Supplementary principle 4-14-2 Training for directors]
With regard to training for directors, we support the acquisition of knowledge about Olympus Corporation by carrying out visits toour major business bases such as business offices and factories, etc., and business study sessions such as briefing sessions, productdemonstrations, and technical result presentations. By having meetings with newly appointed directors and executive officers, etc.,
the Olympus Group is also providing support to promote understanding of concepts for handling and recognizing issues, and todeepen understanding of the roles and responsibilities of directors of Olympus Corporation. We will also provide support including
covering costs for gaining the necessary knowledge to carry out their duties as a director.
[Principle 5-1 Policy concerning constructive interaction with shareholders]
Policies concerning the creation of frameworks and efforts to promote the constructive interaction with shareholders are describedin the section “Basic Policy on Corporate Governance,” 5.-(1) in Attachment 1 of this report.

2. Capital Structure
Foreign shareholding ratio

30% or more

[Status of Major Shareholders]Name

Number of shares held (shares)

Ratio (%)

The Master Trust Bank of Japan, Ltd. (trust account)

237,227,500

20.35

Custody Bank of Japan, Ltd. (trust account)

90,256,100

7.74

SMBC Trust Bank Ltd. (Olympus shares in Sumitomo Mitsui
Banking Corporation’s retirement benefit trust account)

39,509,300

3.39

SSBTC CLIENT OMNIBUS ACCOUNT

37,975,376

3.26

JP MORGAN CHASE BANK 385632

27,218,957

2.34

STATE STREET BANK WEST CLIENT - TREATY 505234

22,672,912

1.95

STATE STREET BANK AND TRUST COMPANY 505223

21,827,589

1.87

Nippon Life Insurance Company

21,258,572

1.82

GOLDMAN, SACHS & CO. REG

16,953,644

1.46

BNYM AS AGT / CLTS 10 PERCENT

16,132,479

1.38

Name of controlling shareholder, if applicable(excluding parent companies)―――

Name of parent company, if applicable

None

Supplementary explanation

6

1. The status of major shareholders listed is current as of March 31, 2024.
2. The Change Report for the Large-Volume Holding Report dated June 21, 2021 and available for public inspection shows that
Sumitomo Mitsui Trust Bank, Limited and two other joint holders hold 82,941,600 shares (6.38% holding ratio of share certificates,etc.) as of June 15, 2021, but as Olympus Corporation could not confirm the actual number of shares held as of March 31, 2024,
these holders have not been included in the above status of major shareholders.
3. The Large-Volume Holding Report dated July 9, 2021 and available for public inspection shows that Baillie Gifford & Co and one
other joint holder hold 65,597,033 shares (5.05% holding ratio of share certificates, etc.) as of June 30, 2021, but as Olympus
Corporation could not confirm the actual number of shares held as of March 31, 2024, these holders have not been included in theabove status of major shareholders.
4. The Change Report for the Large-Volume Holding Report dated November 4, 2022 and available for public inspection shows that
BlackRock Japan Co., Ltd. and seven other joint holders hold 78,732,691 shares (6.12% holding ratio of share certificates, etc.) asof October 31, 2022, but as Olympus Corporation could not confirm the actual number of shares held as of March 31, 2024, theseholders have not been included in the above status of major shareholders.
5. The Change Report for the Large-Volume Holding Report dated May 10, 2023 and available for public inspection shows that
Nomura Asset Management Co., Ltd. and one other joint holder hold 85,792,527 shares (6.78% holding ratio of share certificates,etc.) as of April 28, 2023 but as Olympus Corporation could not confirm the actual number of shares held as of March 31, 2024,
these holders have not been included in the above status of major shareholders.

73. Corporate Attributes
Listed stock exchange and market divisionTokyo Stock Exchange, Prime Market

Fiscal year-end

March

Business sector

Precision instruments

Number of employees (consolidated) as of the end of
the previous fiscal year

1,000 or more

Net sales (consolidated) in the previous fiscal year

100 billion yen or more to less than 1 trillion yen

Number of consolidated subsidiaries as of the end of
the previous fiscal year

50 or more to less than 100

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling

Shareholder―――

5.

Other Special Circumstances Which May Have a Material Impact on Corporate Governance―――8II Business Management Organization and Other Corporate Governance Systems Regarding DecisionMaking, Execution of Business, and Monitoring
1. Organizational Composition and Operation
Corporate governance system

A company with Nominating Committee, etc.

[Directors]
Number of directors stipulated in the Articles ofIncorporation

15

Directors’ term of office stipulated in the Articles ofIncorporation

1 yearChairperson of the board

Outside director

Number of directors

11[Outside Directors]
Number of outside directors

8

Number of independent directors

8Outside directors’ relationship with the company (1)NameAttribute

Sumitaka Fujita

From another company

David Robert Hale

From another company

Jimmy C. Beasley

From another company

Sachiko Ichikawa

From another company

Kohei Kan

From another company

Gary John Pruden

From another company

Luann Marie Pendy

From another company

Masato Iwasaki

From another company

a

b

c

Relationship with the Company*
d
e
f
g
h
i

j

k

* Relationship with the Company* Marked “○” if recently or currently applicable to the person in question and marked “△” if previously applicable.
* Marked “●” if recently or currently applicable to a relative in question and marked “▲” if previously applicable.
a Business executive of a listed company or its subsidiaryb Business executive or non-executive director of a listed company’s parent
c Business executive of a listed company’s affiliate or subsidiary
d Person whose main transaction counterparty is a listed company or a business executive thereof
e Main transaction counterparty of a listed company or a business executive thereoff Consultant, accounting expert, or legal expert deriving from a listed company large financial gains or other property (other thanofficers’ remuneration)
g Main shareholder of a listed company (if that shareholder is a corporation, a business executive thereof)h Business executive (only the person in question) of a transaction counterparty of a listed company (other than items d, e, and f)
i Business executive of an entity in a relationship of mutual employment as outside officers (only the person in question)j Business executive of a recipient of a donation from a listed company (only the person in question)k Other9Outside directors’ relationship with the company (2)Membership of committee DesignaNametion asindepenNominating Compensation
Audit
dent
Committee Committee Committee
officer

Sumitaka
FujitaDavid
Robert
Hale

○

○

○

○

Supplementary
explanation of therelationship

Reasons for appointment

There is no fact that falls Mr. Sumitaka Fujita has extensive experience andunder attributediverse knowledge as a business manager at
information.
ITOCHU Corporation. He also possesses a highlevel of insight, expertise, and capabilities that are
expected of an outside director of Olympus
Corporation through his experience as an outside
director and outside auditor at several othercompanies and his experience as the Chairpersonof the Japan Association for Chief Finance
Officers. Since he assumed the post of director of
Olympus Corporation in April 2012, he has been
giving guidance/advice regarding the business
management of Olympus Corporation. In
addition, he contributed to the development of atransparent director compensation system as
Chairperson of the Compensation Committee,
which was established voluntarily. Since June
2018, he has been leading the Board of Directors
as Chairperson of the Board. After the transition
to a Company with a Nominating Committee, etc.
in June 2019, he has been monitoring businessexecution of Olympus Corporation at the Boardof Directors, and as Chairperson of theNominating Committee, he has been facilitating
decisions regarding the contents of the agenda forelection of directors. Olympus Corporation
expects that outside directors will monitor
management from the perspective of achieving
sustainable growth and enhancing corporate value
over the medium to long term of the Olympus
Group as entrusted by shareholders, and will
provide advice based on their own knowledge.
From the above, Olympus Corporation has
determined that he is an indispensable person forthe composition of the Board of Directors andnominated him as an outside director.
In addition, Olympus Corporation considers that
there is no risk of conflicts of interest withgeneral shareholders and has designated him as
an independent officer because he meets thestandards for the independence of outside officers
stipulated by the Tokyo Stock Exchange and the“Criteria for Independence of Outside Officers”
stipulated by Olympus Corporation.
There is no fact that falls Mr. David Robert Hale is a business manager ofunder attribute
ValueAct Capital Management L.P. (hereinafter,
information.
“VAC”), one of Olympus Corporation’sshareholders. He has a track record of helping
global companies transform themselves with his
knowledge of the global capital markets and thehealthcare industry as a business management
consultant and investor with experience in diverse
industries, and he possesses a high level of
insight, expertise, and capabilities that are
expected of an outside director of Olympus
Corporation. Since he assumed the post of
director of Olympus Corporation in June 2019, hehas been giving guidance/advice regarding thebusiness management of Olympus Corporation atmeetings of the Board of Directors. In addition,
as a member of the Nominating Committee until

10Membership of committee DesignaNametion asindepenNominating Compensation
Audit
dent
Committee Committee Committee
officer

Jimmy C.
Beasley○○

Supplementary
explanation of therelationship

Reasons for appointment

June 2023, he facilitated decisions regarding thecontents of the agenda for election of directors.
Olympus Corporation expects that outside
directors will monitor management from theperspective of achieving sustainable growth andenhancing corporate value over the medium tolong term of the Olympus Group as entrusted byshareholders, and will provide advice based on
their own knowledge. From the above, Olympus
Corporation has determined that he is anindispensable person for the composition of theBoard of Directors and nominated him as an
outside director. Since he is Co-Chief Executive
Officer of VAC, one of Olympus Corporation’sshareholders, it is expected that he can contributeto enhancing corporate value by reflecting
shareholder opinions in management.
In addition, Olympus Corporation considers that
there is no risk of conflicts of interest withgeneral shareholders and has designated him as
an independent officer because he meets thestandards for the independence of outside officers
stipulated by the Tokyo Stock Exchange and the“Criteria for Independence of Outside Officers”
stipulated by Olympus Corporation.
There is no fact that falls Through his 30 years of global businessunder attributeexperience and extensive management experience
information.
in the C. R. Bard Group, one of the world’s
leading companies in the healthcare industry, Mr.
Jimmy C. Beasley possesses a high level of
insight, expertise, and capabilities that are
expected of an outside director of Olympus
Corporation. Since he assumed the post of
director of Olympus Corporation in June 2019, hehas been giving guidance/advice regarding thebusiness management at meetings of the Board of
Directors. In addition, he has participated indecisions on executive compensation as amember of the Compensation Committee.
Olympus Corporation expects that outside
directors will monitor management from theperspective of achieving sustainable growth andenhancing corporate value over the medium tolong term of the Olympus Group as entrusted byshareholders, and will provide advice based on
their own knowledge. From the above, Olympus
Corporation has determined that he is anindispensable person for the composition of theBoard of Directors and nominated him as an
outside director. Moreover, Olympus Corporation
has determined that he will contribute toachieving sustainable growth and enhancing
corporate value over the medium to long term of
the Olympus Group, as well as fulfilling Olympus
Corporation’s aim of enhancing the diversity of
the Board of Directors including theinternationality as a global MedTech company.
In addition, Olympus Corporation considers that
there is no risk of conflicts of interest withgeneral shareholders and has designated him as
an independent officer because he meets thestandards for the independence of outside officers
stipulated by the Tokyo Stock Exchange and the11Membership of committee DesignaNametion asindepenNominating Compensation
Audit
dent
Committee Committee Committee
officer

Sachiko
Ichikawa○○

Kohei Kan○○

Supplementary
explanation of therelationship

Reasons for appointment“Criteria for Independence of Outside Officers”
stipulated by Olympus Corporation.
There is no fact that falls Ms. Sachiko Ichikawa has extensive experience,
under attributebroad knowledge and a global perspective as an
information.
attorney (in Japan and New York, U.S.A.) and acertified public accountant in the U.S. She also
possesses a high level of insight, expertise, andcapabilities that are expected of an outside
director of Olympus Corporation through her
experience as an outside director and outside
auditor at several other companies and herexperience as Statutory Auditor of The Board
Director Training Institute of Japan. Since she
assumed the post of director of Olympus
Corporation in June 2021, she has been giving
guidance/advice regarding the business
management of Olympus Corporation at meetingsof the Board of Directors. In addition, she haspromoted the audit of the execution of duties by
the directors and executive officers of Olympus
Corporation as a member of the Audit
Committee. Olympus Corporation expects thatoutside directors will monitor management fromthe perspective of achieving sustainable growthand enhancing corporate value over the medium
to long term of the Olympus Group as entrustedby shareholders, and will provide advice based on
their own knowledge. From the above, Olympus
Corporation has determined that she is anindispensable person for the composition of theBoard of Directors and nominated her as an
outside director. She has not been involved incompany management in any way other than as
an outside director and audit & supervisory board
member in the past, but for the reasons statedabove, Olympus Corporation has determined that
she will properly perform her duties as an outside
director.
In addition, Olympus Corporation considers that
there is no risk of conflicts of interest withgeneral shareholders and has designated her as anindependent officer because she meets thestandards for the independence of outside officers
stipulated by the Tokyo Stock Exchange and the“Criteria for Independence of Outside Officers”
stipulated by Olympus Corporation.
There is no fact that falls Mr. Kohei Kan has extensive experience andunder attributediverse knowledge as Chief Executive Officer of
information.
Deloitte Touche Tohmatsu LLC, in addition to his
extensive experience and diverse knowledge as acertified public accountant. He also possesses ahigh level of insight, expertise, and capabilities
that are expected of an outside director of
Olympus Corporation given that he has
experience working abroad and experience asperson in charge of auditing and assurance
businesses overseas at the aforementioned
company with a global perspective. In addition,
he currently serves as a board member of theInternational Federation of Accountants. Since heassumed the post of director of Olympus
Corporation in June 2022, he has been giving
guidance/advice regarding the business

12

Membership of committee DesignaNametion asindepenNominating Compensation
Audit
dent
Committee Committee Committee
officer

Gary John
Pruden○○Supplementary
explanation of therelationship

Reasons for appointment

management of Olympus Corporation at meetingsof the Board of Directors.
In addition, he has promoted the audit of theexecution of duties by the directors and executive
officers of Olympus Corporation as a member ofthe Audit Committee. Olympus Corporation
expects that outside directors will monitor
management from the perspective of achieving
sustainable growth and enhancing corporate value
over the medium to long term of the Olympus
Group as entrusted by shareholders, and will
provide advice based on their own knowledge.
From the above, Olympus Corporation has
determined that he is an indispensable person forthe composition of the Board of Directors andnominated him as an outside director. He has notbeen involved in company management in any
way other than as an outside director and audit &supervisory board member in the past, but for thereasons stated above, Olympus Corporation has
determined that he will properly perform his
duties as an outside director.
In addition, Olympus Corporation considers that
there is no risk of conflicts of interest withgeneral shareholders and has designated him as
an independent officer because he meets thestandards for the independence of outside officers
stipulated by the Tokyo Stock Exchange and the“Criteria for Independence of Outside Officers”
stipulated by Olympus Corporation.
There is no fact that falls Mr. Gary John Pruden has over 30 years of global
under attributebusiness experience and extensive experience andinformation.
knowledge as a business manager at Johnson &Johnson Group, one of the world’s leading
companies in the healthcare industry. He also has
experience as an outside director of several U.S.
companies. Since he assumed the post of directorof Olympus Corporation in June 2022, he has
been giving guidance/advice regarding thebusiness management of Olympus Corporation atmeetings of the Board of Directors. In addition,
as a member of the Compensation Committee
until June 2023, he facilitated decisions on
executive compensation. As a member of theNominating Committee since June 2023, he has
facilitating decisions regarding the contents of theagenda for election of directors. Olympus
Corporation expects that outside directors will
monitor management from the perspective ofachieving sustainable growth and enhancing
corporate value over the medium to long term of
the Olympus Group as entrusted by shareholders,
and will provide advice based on their own
knowledge. From the above, Olympus
Corporation has determined that he is anindispensable person for the composition of theBoard of Directors and nominated him as an
outside director. Moreover, Olympus Corporation
has determined that he will contribute toachieving sustainable growth and enhancing
corporate value over the medium to long term of
the Olympus Group, as well as fulfilling Olympus
Corporation’s aim of enhancing the diversity of13Membership of committee DesignaNametion asindepenNominating Compensation
Audit
dent
Committee Committee Committee
officer

Luann
Marie
Pendy

MasatoIwasaki

○

○

○

○

Supplementary
explanation of therelationship

Reasons for appointment

the Board of Directors including theinternationality as a global MedTech company.
In addition, Olympus Corporation considers that
there is no risk of conflicts of interest withgeneral shareholders and has designated him as
an independent officer because he meets thestandards for the independence of outside officers
stipulated by the Tokyo Stock Exchange and the“Criteria for Independence of Outside Officers”
stipulated by Olympus Corporation.
There is no fact that falls Dr. Luann Marie Pendy has extensive experience
under attributeand diverse knowledge through her work withinformation.
Medtronic plc., one of the world’s leading
companies in the healthcare industry, as well aswith several other companies. In particular, shealso possesses a high level of insight, expertise,and capabilities that are expected of an outside
director of Olympus Corporation through her
experience in the areas of Quality Assurance andRegulatory Affairs (QA&RA), as well as her
experience on quality-related committees. Since
she assumed the post of director of Olympus
Corporation in June 2023, she has been giving
guidance/advice regarding the business
management of Olympus Corporation at meetingsof the Board of Directors. In addition, she has
been participating in decisions on executive
compensation as a member of the Compensation
Committee. Olympus Corporation expects thatoutside directors will monitor management fromthe perspective of achieving sustainable growthand enhancing corporate value over the medium
to long term of the Olympus Group as entrustedby shareholders, and will provide advice based on
their own knowledge. From the above, Olympus
Corporation has determined that she is anindispensable person for the composition of theBoard of Directors and nominated her as an
outside director. Moreover, Olympus Corporation
has determined that she will contribute toachieving sustainable growth and enhancing
corporate value over the medium to long term of
the Olympus Group, as well as fulfilling Olympus
Corporation’s aim of enhancing the diversity of
the Board of Directors including theinternationality as a global MedTech company.
In addition, Olympus Corporation considers that
there is no risk of conflicts of interest withgeneral shareholders and has designated her as anindependent officer because she meets thestandards for the independence of outside officers
stipulated by the Tokyo Stock Exchange and the“Criteria for Independence of Outside Officers”
stipulated by Olympus Corporation.
There is no fact that falls Dr. Masato Iwasaki has extensive and diverse
under attributeknowledge as a business manager in theinformation.
healthcare industry, having previously served as
an executive at Takeda Pharmaceutical Company
Limited. He also possesses a high level of insight,
expertise, and capabilities that are expected of an
outside director of Olympus Corporation throughhis experience as an outside director at anothercompany, together with his experience in leading

14

Membership of committee DesignaName

Supplementary
explanation of therelationshiption asindepenNominating Compensation
Audit
dent
Committee Committee Committee
officer

Reasons for appointment
various acquisitions and establishment ofoverseas companies and restructuring, to promote
globalization at Takeda Pharmaceutical Company
Limited. Additionally, he currently serves as a
Chairperson of Economic, Fiscal, Financial, andSocial Security Committee at KEIZAIDOYUKAI (Japan Association of Corporate
Executives). Olympus Corporation expects thatoutside directors will monitor management fromthe perspective of achieving sustainable growthand enhancing corporate value over the medium
to long term of the Olympus Group as entrustedby shareholders, and will provide advice based on
their own knowledge. From the above, Olympus
Corporation has determined that he is anindispensable person for the composition of theBoard of Directors and nominated him as an
outside director.
In addition, Olympus Corporation considers that
there is no risk of conflicts of interest withgeneral shareholders and has designated him as
an independent officer because he meets thestandards for the independence of outside officers
stipulated by the Tokyo Stock Exchange and the“Criteria for Independence of Outside Officers”
stipulated by Olympus Corporation.

[Supervisory Committees]
Committee Compositions and Chairperson Attributes
Total number ofmembers

Number of fulltime members

Number ofinternal directors

Number ofoutside directors

Chairperson

Nominating
Committee

4

0

1

3

Outside director

Compensation
Committee

4

0

1

3

Outside director

Audit Committee

3

1

1

2

Outside director[Executive Officers]
Number of Executive Officers

10

Status of concurrent duties

Name
Yasuo Takeuchi
Stefan KaufmannFrank Drewalowski
Seiji Kuramoto
Tatsuya Izumi
Gabriela Castillo Kaynor
Tetsuo Kobayashi

Concurrent position as director
Nominating
Compensation
Committee
Committee
membermember
×
○
○
×
×
×
×
×
×
×
×
×
×
×

Representative
authority
Yes
Yes
No
No
No
No
No

Yes
Yes
No
No
No
No
No

15

Concurrent
position as
employee
No
No
No
No
No
No
No

Andre Heribert Roggan
Boris Shkolnik
Shigeto Ohtsuki

No
No
No

No
No
No

×
×
×

×
×
×

No
No
No

[Auditing Structure]
Appointment of directors and/or staff to support the
Audit Committee

Yes

Matters concerning relevant directors’ and employees’ independence from executive officers
We shall allocate a dedicated employee who will assist with the Audit Committee’s duties. Employees can be deployed in dual
roles as needed. In addition, we shall set forth internal corporate regulations to ensure independence from execution as stated below,
and ensure effectiveness of directions from the Audit Committee to such employees.
1) While employees who have been assigned to assist in the duties of the Audit Committee assist in those duties, directors(excluding Audit Committee members), executive officers and employees, etc. shall not give them commands or instructions.
2) The appointment, dismissal, transfer, wage and personnel evaluation of employees who are assisting the Audit Committee with
their duties shall be decided only after obtaining the approval of the Audit Committee.
Cooperation among Audit Committee, accounting auditors and internal audit department
Olympus Corporation has a dual reporting line of regular and ad-hoc reports from the internal audit department to both the Chief
Executive Officer (CEO) and the Audit Committee.
From the stage of the internal audit plan through the stage of auditing results, the Audit Committee regularly receives reports fromthe internal audit department, confirms that these reports align with its focal points, provides direction as needed, thereby confirming
the effectiveness of the various risk assessment, control, and monitoring processes performed under the direction of the executive
officers. In addition, the Audit Committee regularly receives reports from the accounting auditor on the accounting audit plan, theimplementation status of audits, and the status of the creation and operation of quality management systems, and confirms the audit
quality, independence, etc. of the accounting auditor. Furthermore, the Audit Committee focuses on the global accounting audit
system and audit quality, as well as on the status of leadership with respect to global network firms, and determines theappropriateness of the accounting audits.
The internal audit department provides regular and ad-hoc reports to the CEO and the Audit Committee on the internal audit planand the implementation status and results of internal audits, as well as on the evaluation results of the establishment and operation
status of internal controls, and engages in close information exchanges and cooperation with the accounting auditor on audit plans
and audit results.

[Matters Concerning Independent Directors]
Number of independent directors

8

Other matters concerning independent directors
We designated eight outside directors as independent officers. No special interest relation exists between outside directors andOlympus Corporation.
[Policy on independence of Outside Officers]
Olympus Corporation has established its “Criteria for Independence of Outside Officers” as described below in order to clarify its
policy on the independence of Outside Officers:

16

[Criteria for Independence of Outside Officers]
1) In any of the past 10 fiscal years, the Outside Officer has not directly received more than 10 million yen in remuneration(excluding remuneration from Olympus to Officers) or other assets from Olympus and Olympus’s affiliates (hereinafter,
collectively the “Group”). If the Outside Officer is a consultant, accounting expert or legal expert, the organization to which
he or she belongs has not received more than 10 million yen in remuneration or similar from the Olympus Group.
2) During the past ten-year period, the Outside Officer has not been an Executive Director, executive officer, Corporate Officer
or employee of the rank of General Manager or above at a company that falls under the following categories.
(1) In any of the past 10 fiscal years, the monetary amount of the relevant company’s transactions with the Olympus Grouphas been more than 2% of the consolidated revenue of either Olympus or the Olympus Group(2) The relevant company is a principal shareholder of Olympus (holding more than 5% of the total number of voting
rights of Olympus directly or indirectly; the same shall apply hereinafter).
(3) The Olympus Group is a principal shareholder of the relevant company(4) The relevant company has substantive interests in the Olympus Group (as a main bank, consultant, etc.)(5) The Olympus Group and the relevant company have a relationship in which they mutually dispatch and appoint
directors
3) The Outside Officer is not financially dependent on a person who falls under the categories of 1. or 2. above.
4) The Outside Officer is not a spouse of, or a relative within the third degree of kinship of, a Director, Executive Director,
Corporate Officer or employee of the rank of General Manager or above at the Olympus Group.
5) The Outside Officer does not belong to an auditing firm that conducts statutory audits of the Olympus Group.
6) In addition to each of the above items, the Outside Officer does not have any significant interest that casts doubt on his or
her independence.

[Incentives]
Implementation status of measures related toincentives granted to directors and/or executive
officers

Introduction of a performance linked compensation system

Supplementary explanation of relevant items
Details on our compensation system are provided in the section “Disclosure content of policy for determining compensation
amounts and the calculation method.”
Persons eligible for stock options―――

Supplementary explanation of relevant items―――[Compensations for Directors and Executive Officers]
Status of disclosure of individual executive officer’s
compensation

Individual compensation is partially disclosed

Supplementary explanation of relevant items
We have disclosed the following compensation results for directors and executive officers for the fiscal year ended March 2024 inits business report and annual securities report.

17

<Compensation, etc. for the fiscal year ended March 2024>(1) Total amount of compensation, etc. by officer classification, total amount by type of compensation, etc., and the number ofofficers subject to compensation, etc.

Officer classification

Total amount ofcompensation, etc.
(in millions of yen)

Total compensation, etc. by type (in millions of yen)
Base salary

Performancelinked monetarycompensation

Non-monetarycompensation

No. of subject
officers(Persons)

Inside

1,772

830

289

653

4

Outside

277

207

–

70

10

Sub-Total

2,049

1,037

289

723

14

2,373

1,105

522

746

8

Director

Executive Officer

Notes:
1. Base salary includes the amount paid in the fiscal year ended March 2024. Performance-linked monetary compensation, whichis short-term incentive, and non-monetary compensation (subsequent grant-type restricted stock compensation (RSU) andperformance-based stock compensation (PSU)), which is long-term incentive, include the amounts to be recorded as expenses
for the fiscal year ended March 2024.
2. There are two other Executive Officers who are classified as both an Executive Officer and Inside Director which is in addition
to the eight Executive Officers mentioned above. Total compensation by type is reported for these two individuals in the Inside
Director’s row.
3. Olympus Corporation does not provide performance-linked compensation (performance-linked monetary compensation andperformance-based stock compensation (PSU)) to Directors who are not classified as both an Executive Officer and Inside
Director.
4. The table above includes one Inside Director and one Outside Director who retired at the close of FY2023 General Meeting of
Shareholders held on June 27, 2023.
5. One Outside Director has requested to decline his compensation and the Compensation Committee has decided not to pay thecompensation to him. He is not included in the number of Outside Directors mentioned above.
(2) Total amount of compensation, etc. for each officer whose total amount of compensation, etc. is 100 million yen or moreName

Yasuo Takeuchi
Stefan Kaufmann

Officerclassification
Director,
Executive Officer
Director,
Executive Officer
Executive Officer

Total amount ofcompensation, etc.
(in millions of yen)

Total compensation by type (in millions of yen)
PerformanceNon-monetary
Base salarylinked monetarycompensationcompensation

496

92

97

308

1,138

607

192

339

Tetsuo Kobayashi
119
35
40
44
Jose Ignacio Abia
Buenache
Executive Officer
528
155
108
265
(Common name:Nacho Abia)
Chikashi Takeda
Executive Officer
164
34
39
91
Frank
Executive Officer
459
273
102
84
Drewalowski
Andre Heribert
Executive Officer
462
300
72
90
RogganGabriela Castillo
Executive Officer
219
91
67
60
KaynorPierre Albert
Executive Officer
204
89
61
54
Boisier
Notes:
1. The “Base salary” in the table above includes the amount paid in the fiscal year ended March 2024. “Performance-linked
monetary compensation” includes the amount of short-term incentive compensation with the fiscal year ended March 2024 as
the evaluation period and “Non-monetary compensation” includes the amount of long-term incentive compensation with thefiscal year ended March 2024 as a part of the evaluation period (subsequent grant-type restricted stock compensation andperformance-based stock compensation), both of which are to be recorded as expenses in the fiscal year ended March 2024.
2. Stefan Kaufmann, Jose Ignacio Abia Buenache, Frank Drewalowski, Andre Heribert Roggan, Gabriela Castillo Kaynor and
Pierre Albert Boisier have employment contracts with overseas subsidiaries and the “Base salary” amount in the above table
includes various allowances and welfare benefits provided under such employment contracts for them.

18

3. Stefan Kaufmann, Frank Drewalowski and Andre Heribert Roggan are Executive Officers of Olympus Corporation
having office for execution in Japan and their principle place of residence is Japan, while belonging to an overseas
subsidiary. We make the necessary adjustments to ensure that their tax burden for income taxes is consistent with that of
the residents of the belonging country. The amount of taxes, etc. incurred in connection with such treatment is also
included in the amount shown under “Base salary” in the table above. In addition, in case of Stefan Kaufmann and Andre
Heribert Roggan, unsettled taxes that are temporarily incurred in the relevant country and for which a refund is to berequested (Stefan Kaufmann: 99 million yen, Andre Heribert Roggan: 99 million yen) are not included in thecompensation of the table above.
(3) Short-term incentive compensation, for which the evaluation period was the fiscal year ended March 2024 (FY2024STI)
Short-term incentive compensation (STI) for the fiscal year ended in March 2024 consists of financial indicators and quality
target. Financial indicators were set to be revenue and operating profit margin aiming at assessing growth and efficiency. In
addition, since it is important to steadily implement long-term and strategic efforts within each fiscal year, quality target was
set as indicator. The composition of evaluation index is revenue 25%, operating profit margin 25%, and quality target 50%.
i. Revenue: 25%
The Compensation Committee has made a resolution to define the target of revenue according to the “next term forecast” ofthe financial statements for the fiscal year ended March 2023 on June 9, 2023. For achieving 100% of the target, 100% will
be paid, and the payout rate will be from a lower limit of 0% to an upper limit of 200%. If revenue (X) exceeds the target,
for the payout rate of between 100% and 200% payment, it is calculated as Payout rate = 100 + (X - 9,140) * 100/307. If
revenue (X) is below the target, it is calculated as Payout rate = 50 + (X - 8,702) * 50/438. Where revenue is less than 8,264
Oku-yen, the payout rate is 0%.
ii. Operating profit margin: 25%
The Compensation Committee has made a resolution to define the target of operating profit margin according to the “nextterm forecast” of the financial statements for the fiscal year ended March 2023 on June 9, 2023. For achieving operating
profit margin within minus/plus one percentage point of the target, 100% will be paid, and the payout rate will be from alower limit of 50% to an upper limit of 200%. If operating profit margin (Y) exceeds the target, for the payout rate of between
100% and 200% payment, it is calculated as Payout rate = 100 + 25 * (Y - 20.9). If operating profit margin (Y) is below thetarget, the payout rate between 50% and 100% payment is calculated as Payout rate = 100 - 25 * (18.9 – Y). If operating
profit margin is less than 16.9%, the payout rate is 0%.
iii. Quality target: 50%
1. The goals for the STI and PSU reward evaluation are the medium- to long-term, and short-term goals of major initiatives
to improve the root causes (vulnerabilities) that may exist with our QARA organizational structure, manufacturing
processes, quality management systems and the quality culture of our medical business.
2. The Compensation Committee and the Quality Assurance and Regulatory Affairs (QA&RA) sub-Committee, which ismade up of outside directors, cooperate to determine proper compensation evaluation targets and achievement rates basedon completion of extensive remediation and Quality Systems improvement work streams. Successful completion of thesework streams was further verified by regular meetings of QA&RA sub-Committee and the preliminary results of an
independent third-party audit at one facility.
The target values and actual values for each performance evaluation index are as follows.
Short-Term Incentive Compensation (STI)

Performance
evaluation
index

Target value

Actual value

Payout rate

Revenue (25%)¥914.0 billion¥871.5 billion

51.1%

Operating profit
margin (25%)

18.9-20.9%

16.2%

0%

Quality target (50%)

401 workstreams

Exceededtarget level

200.0%

Note:
Revenue is calculated from the figure after foreign exchange adjustment by applying the exchange rate used for the earnings
forecast for the fiscal year under review and operating profit margin is calculated from operating profit after adjustments that
deduct other income and other expenses.
Based on the above results, the Compensation Committee determines the total payout rate. The consolidated payout rate of eachperformance index was 112.8%. The payment amount is determined by multiplying this payout rate by the standard amount ofshort-term incentive compensation (STI).
(4) Long-term incentive compensation (FY2022-PSU), for which the fiscal year ended March 2024 was set as the final yearof the evaluation period
The composition of the evaluation index for performance-based stock compensation (PSU) is Operating profit margin 40%,
Relative TSR 40% and ESG 20%. As index related to enhancement of corporate value or shareholders’ value, financial

19perspective, shareholder’s perspective and ESG perspective are taken and goals for Operating profit margin, Relative TSR
and DJSI-Index (Dow Jones Sustainability Index) were set respectively. The same weight (40% each) was set to Operating
Profit margin and Relative TSR and half the weight (20%) was set to DJSI-Index as ESG perspective.
The following table summarizes the weight for each index, target values for 100% payment, results, and the payout rates
based thereon.
Performance
evaluation index(1) Operating profit
marginWeightTarget (100% Payout)

ResultPayout rate

40%

Setting 100% payout target foreach year(Note 1)

57.3%

(2) Relative TSR

40%

50%ile (Peer group)

31.1%ile

62.2%(3) ESG20%

DJSI-index(Note 4)200.0%

Payout rate

87.8%

Notes:
1. Operating profit margin: 100% payout target for each year were as follows. Payout rate of operating profit margin is a
simple average of payout rate of each year.
FY2022=17.5%, FY2023=21.4%, FY2024=18.9-20.9%
The results of operating profit margin for each year were as follows.
FY2022=19.3%, FY2023=20.0%, FY2024=16.2%
2. Operating profit margin value is after adjustment by deducting other income and expenses.
3. (Relative TSR payout rate for 25% to 50%) = 2 * (Relative TSR result %ile)
4. Payout rate of ESG index is determined by DJSI-Index of each year in the evaluation period. Results of each year were as
follows.
FY2022 = World, FY2023 = World, FY2024 = World
The resulting consolidated payout rate of each performance index was 87.8%. The number of shares to be vested isdetermined by multiplying this payout rate and the number of PSU units granted to each executive officer.
(5) Stock compensation with units granted for the fiscal year ended March 2024
Stock compensations with units granted for the fiscal year ended March 2024 were as follows:Typesubsequent grant-type
restricted stockcompensation
performance-based stockcompensationName
FY2024-RSU
FY2024-PSU

Policy for determining compensation amounts andthe calculation methods

Eligible person

Date of granting unit

Non-executive Directors

June 27, 2023

Total number of units
granted32,040Executive Officers

April 1, 2023

289,098

Executive Officers

April 1, 2023

433,648

Available

Disclosure content of policy for determining compensation amounts and the calculation methods
As a company with a Nominating Committee, etc., the Compensation Committee, majority of which is comprised of independent
outside directors, considers and decides matters including the policy to determine individual compensation, etc., for directors andexecutive officers, the compensation content, and matters related to compensation regulations. See Attachment 3 in this Report for
details on the company’s policy to determine individual compensation, etc., for directors and executive officers for the fiscal year
ending March 2025.

[Support Systems for Outside Directors]
To support the effective execution of the roles and duties of directors, we work proactively to provide outside directors withinformation and distribute documents prior to Board of Directors meetings while setting an opportunity for the explanation of
agendas in advance as necessary and working to stimulate discussions in the Board of Directors meetings. We have also establishedthe “Secretary to the Board” as a dedicated organization to support the execution of duties of outside directors as well as theeffective and robust activities of the Board of Directors, Nominating Committee and Compensation Committee. Furthermore, inorder to assist the Audit Committee with their duties, Olympus Corporation has established the Office of Audit Committee that
ensures independence from execution.
Additionally, we support the acquisition of knowledge about Olympus Corporation by providing training comprising visits to ourmajor business bases such as business facilities and factories, etc., and business study sessions such as briefing sessions, products
demonstrations, and technical result presentations. By having meetings with newly appointed directors and executive officers, etc.,
the Olympus Group is also promoting understanding of executive thinking and awareness of issues, and providing support to20

deepen understanding of the roles and responsibilities of directors of Olympus Corporation. We will also provide support including
covering costs for gaining the necessary knowledge to carry out their duties as a director.

2.

Matters Concerning Functions of Business Execution, Auditing and Monitoring, Nomination andCompensation Decisions (Overview of Current Corporate Governance System)
Organizational design is a company with Nominating Committee, etc. By having the Board of Directors specialize in deciding
important items related to the core of management and in management monitoring, we are working to enhance our management
speed and monitoring functions. For items related to the everyday execution of duties, authority has largely been delegated to
executive officers as we work to increase the speed of management decision making and execution of duties.
The following shows the composition of the Board of Directors and each committee.
Position

Board ofDirectors

Name

Independent Outside
Director
Independent Outside
Director
Independent Outside
Director
Independent Outside
Director
Independent Outside
Director
Independent Outside
Director
Independent Outside
Director
Independent Outside
Director
Director

Nominating
Committee

Compensation
Committee

Audit
Committee

Sumitaka Fujita◎

David Robert Hale○○

Jimmy C. Beasley○◎

Sachiko Ichikawa○○

Kohei Kan○◎

Gary John Pruden○

Luann Marie Pendy○

Masato Iwasaki○

Yasuo Takeuchi○

Director

Stefan Kaufmann○

Director

Toshihiko Okubo

○

◎

○
○
○
○
○
○

Members are indicated by ○, and heads of organizations (Chairperson of the Board of Directors or Chairperson) are indicated by ◎.

The status of activities of the Board of Directors and each committee for the fiscal year ended March 2024 are as follows.
[Board of Directors]
Purpose and Authority,
etc.

-

Considerations made--The Board of Directors convenes at least once every three months and when needed. The Board of Directors determines
matters related to basic policies of management and internal control systems and other important matters, and monitors
the execution of the duties of directors and executive officers, etc.
The Board of Directors is chaired by an independent outside director. We expect that outside directors will monitor
management from the perspective of achieving sustainable growth of Olympus Corporation and enhancing corporate
value over the medium to long term as entrusted by shareholders, and will provide advice based on their own knowledge.
We proactively provide directors with information to enable the effective execution of their roles and duties. The outside
directors may at all times when needed or when considered appropriate require clarifications, reports or the submissionof internal documents from internal directors, executive officers, corporate officers, and employees, so as to strengthen
the functions of information transmission and monitoring and to create systems to ensure the soundness of management.
Matters related to Olympus Corporation’s Basic Management Policy; e.g. corporate strategies, business plans,performance forecasts and Basic Policy on the Internal Control System, etc.
Matters related to Corporate Governance (Status report for each business, status reports for initiatives in governance,
risk, compliance, and quality control, status report on the execution of the ESG strategy, status report on IR activities,
internal audit plans and report on the 2024 Noto Peninsula Earthquake, evaluation of the effectiveness of the Board of
Directors, executive structure for the next term, etc.)
Matters related to the status of activities of each committee; e.g. audit plans of the Audit Committee and its status ofactivities, matters discussed at the Compensation Committee, and sharing of other committee proceedings, etc.

In addition to the above, the Chairperson of the Board of Directors reports on matters to be discussed at the meeting of theGroup Executive Committee as necessary and the Board of Directors regularly receives status reports on the execution ofduties from executive officers.
Number of meetings
held
Other activities

14
-

-

So that our Board of Directors can contribute to enhancing Olympus’s corporate value by cooperating with executive
officers, its duties to be fulfilled are (i) improving recognition and insight into the management environment andmanagement issues through constructive discussion with executive officers, (ii) effectively monitoring management
decision making and execution from a strategic and broad perspective, and (iii) supporting the promotion of strategies
so Olympus can develop itself as a global MedTech company, and it will exercise effective monitoring capabilities.
We hold an “Executive Session,” which is held after the conclusion of every Board of Directors meeting and an “Opinion
Exchange Meeting for Outside Directors,” which is held once per quarter. These are meetings in which only outside
directors can participate. At each meeting, the outside directors aim to share their recognition while extracting
management issues and the Chairperson provides feedback on the details to the executive officers.

21

-

The Olympus Group is making efforts to improve the effectiveness of the Board of Directors including improvements
based on the results of evaluations on the effectiveness of the Board of Directors regarding matters that should be
discussed and reported at Board of Directors meetings.

[Nominating Committee]
Purpose and Authority, - The Nominating Committee deliberates matters related to human resources at the director and executive officer level,etc.
and determined the content of proposals submitted to the general meeting of shareholders in relation to the appointment
and dismissal of directors.
- The Nomination Committee shall consist of at least three members selected from among directors by the Board of
Directors, and the majority shall be independent outside directors. In addition, the chairperson shall be an independent
outside director.
Considerations made- In considering the plan for the composition of the Board of Directors, the Nominating Committee updated a matrix ofthe experience and knowledge required of our directors.
- Regarding the selection of candidates for directors, outside consultants were used, and deliberations and interviews wereconducted according to the selection criteria after considering the composition of Olympus Corporation’s Board of
Directors.
- Regarding the selection plan for executive officers, the Nominating Committee discussed their suitability and madedecisions after a year-long evaluation and selection process.
- Regarding the succession plan for executive officers, the Nominating Committee discussed whether the candidates
possessed the desired experience and knowledge in accordance with expected roles in the execution of duties at Olympus
Corporation.
Number of meetings
13
held[Compensation Committee]
Purpose and- The Compensation Committee considers matters related to compensation for directors and executive officers, establishes
Authority, etc.
the policy for the content of individual compensation, etc., and determines the details for compensation of each director
and executive officer according to this policy.
- The Compensation Committee shall consist of at least three members selected from among directors by the Board of
Directors, and the majority shall be independent outside directors. In addition, the chairperson shall be an independent
outside director.
Considerations made- Details about compensation for directors and executive officers were determined.
- Details have been disclosed in annual securities reports (“(4) Compensation for Officers, etc. (iii) Compensation
Committee”).
Annual Securities Report For the Fiscal Year Ended March 31, 2024 (from April 1, 2023 to March 31, 2024)
https://www.olympus.co.jp/ir/data/pdf/annual_fy2024_jp.pdf
Number of meetings
11
held[Audit Committee]
Purpose and1) Audits on how executive officers and directors execute their duties, and preparing audit reports
Authority, etc.
2) Determining proposal contents for appointing, dismissing, and refusing reappointment of the accounting auditor
3) Other duties stipulated in laws and regulations and the Articles of Incorporation, and other matters determined to benecessary by the Audit Committee- The Audit Committee shall consist of at least three members selected from among directors by the Board of Directors, andthe majority shall be independent outside directors. In addition, the chairperson shall be an independent outside director.
At least one member shall have an extensive understanding of finance and accounting operations.
Considerations made- Details have been disclosed in annual securities reports (“(3) Audits b. Status of the Audit Committee’s activities”).
Annual Securities Report For the Fiscal Year Ended March 31, 2024 (from April 1, 2023 to March 31, 2024)
https://www.olympus.co.jp/ir/data/pdf/annual_fy2024_jp.pdf
Number of meetings
27
held
Note: Attendance for individual directors and committee members at each meeting body is disclosed in annual securities reports.
Annual Securities Report For the Fiscal Year Ended March 31, 2024 (from April 1, 2023 to March 31, 2024)
https://www.olympus.co.jp/ir/data/pdf/annual_fy2024_jp.pdf[Executive Officers]
Executive officers are comprised of the following ten persons: Executive Chairperson, President and Chief Executive Officer(CEO), Endoscopic Solutions Division Head, Therapeutic Solutions Division Head, Chief Financial Officer (CFO), Chief Strategy
Officer (CSO), Chief Manufacturing and Supply Officer (CMSO), Chief Technology Officer (CTO), Chief Quality Officer (CQO),
and Chief Human Resources Officer (CHRO), who accelerate and streamline the decision-making processes in the Olympus Groupand centrally manage risk management across the Olympus Group.
[Content of Liabilities Limitation Agreement]
In order to enable directors to fully discharge their expected functions, we have entered with directors (excluding executive
directors, etc.) into agreements based on the provisions of Article 427, paragraph (1) of the Companies Act which limit theindemnification liability pursuant to Article 423, paragraph (1) of the Companies Act, such that the indemnification liability under
the said agreements corresponds to the statutory minimum indemnification liability amount. This limitation of liability applies
only when the liability is the result of a director performing their duties in good faith and without gross negligence.

22

[Content of Indemnification Agreement]
We have entered into indemnification agreements pursuant to Article 430-2, Paragraph 1 of the Companies Act with all directors
and executive officers. Olympus Corporation will indemnify the directors and executive officers for the expenses mentioned in thefirst item of the same paragraph and for the losses mentioned in the second item of the same paragraph to the extent provided bylaw. To ensure that the proper execution of duties is not impaired by such an indemnification agreement, directors or executive
officers will not be indemnified for cases such as malicious intent or gross negligence on the part of each director or executive
officer in performing his or her duties.
[Content of Directors and Officers Liability Insurance Agreement]
We have entered into directors and officers liability insurance agreements with an insurance company pursuant to Article 430-3,
Paragraph 1 of the Companies Act. Insured persons in this insurance agreements include officers and managerial employees of
Olympus Corporation and its subsidiaries (in Japan), and insurance premiums are paid in full by Olympus Corporation. The
insurance agreements cover damages that may arise when the insured person assumes liability for the execution of his or her duties
or receives claims related to the pursuit of such liability. We will bear the full amount of the insurance premiums. However, theOlympus Group takes measures to ensure that the proper execution of duties is not compromised by excluding damage claims
resulting from criminal acts or acts performed with an awareness of legal violations not covered by insurance.

3.

Reasons for Adoption of Current Corporate Governance System
As described below, taking the structure of a company with Nominating Committee, etc., we strive to accelerate decision making
in the execution of duties and to further increase the strength and transparency of governance.
1. Acceleration of Management Decision Making and Business Execution Functions
Functions are separated based on the basic principle of “separation of corporate monitoring and business execution” in a “acompany with nominating committee, etc.” The Board of Directors focuses on deciding important matters on core managerial
elements and management monitoring, and works to enhance management speed and monitoring functions. We will seek toaccelerate management decision-making and execution by delegating more authority to executive officers concerning mattersrelated to daily business execution.
2. Reinforced Monitoring Function in Management
We will establish three committees as defined by law; nominating committee, compensation committee and audit committee, which
consist in the majority of independent outside directors, supervise management through the functions of each committee, and build
more appropriate management monitoring system.
3. Increased Transparency in Management
The nominating committee, which consists in the majority of independent outside directors, will decide candidates for directors,
while the compensation committee, which consists in the majority of independent outside directors, will decide compensation of
directors and executive officers. These committees will improve the transparency of director and executive officer assignment andcompensation decisions. We will seek to further increase its management transparency to domestic and foreign stakeholders.

23III Implementation of Measures for Shareholders and Other Stakeholders
1.

Measures to Vitalize General Shareholder Meetings and Facilitate Exercise of Voting Rights
Supplementary explanation

2.

Advance dispatch of
convocation notices of general
meetings of shareholders

In order to provide our shareholders with time to sufficiently review information on the
convocation notice, we send the convocation notice three weeks before the general meetingof shareholders.
Additionally, a few days before the convocation notice is sent, the convocation notice isprovided electronically on our website, TDnet, website for posted informational materials
for the general meeting of shareholders (https://d.sokai.jp/7733/teiji/) and the electronic
voting rights exercise platform.

Off-peak scheduling of general
meetings of shareholders

The policy is to appropriately set the date on which the general meeting of shareholders is tobe held with the intention of shareholders attending after adequately considering proposals.

Electronic voting rights
exercise

Voting rights can be exercised electronically by using our designated voting rights exercise
website.

Participating in the electronic
voting rights exercise platform
and other initiatives to improvethe voting rights exercise
environment for institutional
investors

We participate in the electronic voting rights exercise platform for institutional investors
provided by ICJ, Inc.

Provision of English
convocation (outline) notices

The text English translation of the convocation notice is available on the electronic voting
rights exercise platform and our website.

Other matters

The full text of the resolution notice is published on the electronic voting rights exercise
platform and our website.
In order to gain the understanding of shareholders, video and other presentation materials
are used to illustrate the matters reported in general meetings of shareholders. Thesematerials are also published on our website.
Furthermore, by adopting an attendance-type virtual general meeting of shareholders inwhich questions can be asked and voting rights can be exercised through an online
attendance method, as well as by accepting questions in advance, we are working to secure
the opportunity for all shareholders to exercise their voting rights. Part of the video that islivestreamed on the day of the general meeting of shareholders is posted on our website after
the meeting is held, along with the above materials on items to be reported.

Status of IR-related Activities
Supplementary explanations

Availability of
explanations fromthe representative

Disclosure policy creation andpublication

We published its “Disclosure Policy” on our website.
In addition, in accordance with its disclosure policy, we haveestablished information disclosure frameworks, disclosure standards,
and pertinent information management regulations, as well as Rules
on Information Disclosure for timely and appropriate information
disclosure.

Regular briefing sessions forindividual investors

Our website provides an overview of our businesses, its strengths, andthe steps that it has taken to develop cutting-edge optical equipment
products. Furthermore, as opportunities for direct dialogue, we
participate in individual investor briefings and online seminars held bysecurities companies and IR events when suitable.

No

Regular briefing sessions foranalysts and institutional
investors

On the day that financial results are announced each quarter, ourmanagement holds results briefings for direct dialogue with analysts
and institutional investors on the business environment, financial
results, financial forecasts, and progress in the corporate strategy.
Furthermore, in addition to holding events such as Investor Day,
corporate strategy briefings, small meetings with our management,
new product presentations, and factory tours as appropriate, we
participate in domestic and overseas conferences held by securities
companies.
Moreover, individual meetings are held by the Chief Executive Officer(CEO), Chief Financial Officer (CFO), and IR officers as needed,

Yes

24

excluding the quiet period between the day quarterly results arecalculated and the day financial results are announced.

Regular briefing sessions forinternational investors

On the day that financial results are announced each quarter, ourmanagement holds the results briefing at the same time as the briefing
for domestic analysts and institutional investors. Moreover, several
times a year, the CEO, CFO, or an IR officer visits overseas
institutional investors and also participates in overseas conferences
held by securities companies when suitable.
In addition, we also locate IR officers in the U.S. where many of ourshareholders are located (second to Japan). We convene individual
meetings as needed and participate in conferences held by securities
companies convened in the U.S. when appropriate, excluding in thequiet period up until the day quarterly results are released.
The Olympus Group ceased visiting overseas institutional investors in
March 2020 due to the effects of COVID-19, and resumed such visitsfrom November 2022. The CEO or CFO holds meetings in Europe, theUnited States, and Asia, as appropriate.

Publication of IR materials on
the Company website

We publish financial results information (financial results,
presentation materials, numerical reference materials) and othercorporate disclosures, integrated reports, convocation notices togeneral meetings of shareholders, shareholder communications,securities reports and quarterly reports, medical fact books, and reportson the Olympus Group’s sustainability initiatives. We also publish
videos of various events including Investor Day, corporate strategy
briefings, new product presentations, and general meetings ofshareholders.

IR Department (Officer)

Officer in charge:
Executive Officer, Chief Financial Officer Tatsuya Izumi
Department in charge: IR Department.
[Providing IR Materials in English]
Financial information (financial results, presentation materials, andnumerical reference materials), relevant disclosure materials in
addition to financial information, integrated reports, convocation
notices for general meetings of shareholders, and medical fact books
are disclosed in English. Securities reports are disclosed in English
for the fiscal year ended March 2023 onward.

Other matters[Results of Interviews for the Fiscal Year Ended March 2024]
Number of interviews: 1,075
Officers (CEO, CFO, CSO, CQO, etc.): 104
IR Department: 971(Number of interviews in the past three years for reference)
Fiscal year ended March 2023: 779
Fiscal year ended March 2022: 992
Fiscal year ended March 2021: 888*CSO: Chief Strategy Officer*CQO: Chief Quality Officer*Number is the total number of institutional investors[Status of Giving Feedback to Management and the Board of
Directors]
The IR Department makes reports to the CEO and CFO about
dialogue with analysts and institutional investors as needed. Everysix months, feedback is given at the Group Executive Committee and
Board of Directors meeting about evaluations and concerns related tothe capital market by means of an IR Activity Report. Management
and the IR Department also work to improve IR activities including
efforts to enhance dialogue and improve and widen disclosurematerials by considering the opinions of analysts and institutional
investors.
The following shows the main concerns of analysts and institutional
investors for the fiscal year ended March 2024.
- Content of Warning Letter given by the U.S. Food and Drug
Administration and Olympus Corporation’s response

25

Yes

- The status of our endoscope system “EVIS X1” before and after sales
launch in the U.S. and Chinese markets- The impact of the anticorruption campaigns in the Chinese market- The state of progress of our new corporate strategy- Capital allocation and shareholder return policy

3.

Status of Measures to Ensure Due Respect for Stakeholders
Supplementary explanations
Regulations on the integrationof stakeholder viewpoints
based on internal regulations,etc.

The Olympus Group has established the “Olympus Global Code of Conduct,” which
expressly prescribes behavior in accordance with laws and regulations and high ethicalstandards as well as fair and honest corporate conduct in relationships with all of our
stakeholders including patients, medical professionals, business partners, shareholders,
employees, local communities, and regulatory agencies.
[ESG Strategy and Governance]
Through our Corporate Philosophy, the Olympus Group has identified areas of ESG(Environment, Society, Governance) and materiality topics on which to focus, and areworking to resolve various social issues.
While keeping the foundation and framework of the existing ESG strategy, after hearing
the opinions of stakeholders, taking into account the expectations and requirements forsustainability required of companies by society in recent years, and considering trends inthe medtech industry, during the fiscal year ended March 2023, the Olympus Group has
identified and established “25 Materiality Topics” under “6 Focus Areas.” These “6Focus Areas” and “25 Materiality Topics” have been integrated into our management
and business activities, and our goal is to contribute widely to the resolution of social
issues through these activities. The Olympus Group considers ESG to be an important
issue for becoming a competitive global MedTech company and contributing to therealization of a sustainable society.
[6 Focus Areas]- Healthcare Access and Outcome- Compliance, Product Quality and Safety- Responsible Supply Chain- Healthy Organization- Carbon Neutral Society and Circular Economy- Corporate Governance

Implementation ofenvironmental protection
activities, CSR activities, etc.

The Olympus Group has also established a new group-wide governance system from thefiscal year ended March 2024. Under this new governance system, an “ESG Committee”
has been established that consists mainly of the heads of each business and eachfunctional department to help promote the implementation and monitoring of ESG
strategies. Theme-based working groups have been set up under this according to eachtheme that needs to be addressed across different functions for implementing strategies.
The ESG Committee makes reports on a regular basis at Group Executive Committee
and Board of Directors meetings on matters such as strategy implementation status,
activity results, and issues. Based on instructions and advice gained from Group
Executive Committee and Board of Directors meetings, the Olympus Group properly
implements ESG strategies under a proper governance system.
Olympus Corporation uses the Dow Jones Sustainability Indices (DJSI), which is one of
the world’s leading indices for evaluating corporate sustainability, as an index for our
ESG activities. As a result, in December 2023, we were selected as a stock comprising“DJSI World” for the third year in a row and “DJSI Asia Pacific” for the fifth year in arow.
[Environmental Conservation Activities]
The Olympus Group is working to reduce the impact that the entire value chain has on
the environment, including product development, procurement, manufacturing,
distribution, sales, and repair. Under the Chief Executive Officer (CEO), who take thelead in regards to environmental activities such as climate change, the Chief Human
Resources Officer (CHRO), who is in charge of EHS (Environment, Health, and Safety)
functions, oversees the environmental activities of the entire Olympus Group.
Under the direction of the CHRO, the EHS division formulates the “Environmental
Health and Safety Policy” for the whole Olympus Group, as well as the Environmental

26

Action Plan, which includes reduction targets for consumption of greenhouse gas, andpromotes and monitors the progress of the Olympus Group’s Environmental Action Plan
while also promoting continuous improvement. CEO is given progress reports onenvironmental activities as needed and issue necessary instructions for improvements.
The Board of Directors receives status reports on responses to climate change whensuitable and monitors initiatives.
In order to deepen understanding of the Olympus Group, we are striving to actively
disclose and disseminate information. Initiatives related to sustainability, including theabove initiatives, are disclosed on our website and Sustainability Report.
Sustainability
https://www.olympus-global.com/csr/
Sustainability Reporthttps://www.olympusglobal.com/csr/download/pdf/Olympus_Sustainability_Report_2023_en.pdf

Formulation of policies
concerning the provision of
information to stakeholders

The Olympus Group’s Corporate Philosophy states “making people’s lives healthier, safer
and more fulfilling,” and serves as the fundamental idea for all its corporate activities. To
this end and in order to gain proper understanding and confidence of all the stakeholders,
Olympus Corporation has a policy of disclosing its management policies, financial
condition, business activities, and non-financial related corporate information in a fair,timely, appropriate and proactive manner. The “Disclosure Policy” is available on our
website. https://www.olympus-global.com/ir/policy/disclosure.html

27

IV Matters Concerning the Internal Control System
1.

Basic Views on Internal Control System and Status of Development
All activities of Olympus are based on our Corporate Philosophy, “Making people’s lives healthier, safer and more fulfilling.”
Olympus, based on this basic concept, shall prepare and operate a framework which ensures the effectiveness and efficiency ofoperations and appropriateness and reliability of financial reporting of Olympus and its subsidiaries (hereinafter, “the Olympus
Group”), and make continuous improvements.
I. Framework to ensure the appropriateness of business operations in the Olympus Group
1. Framework to ensure that the execution of duties by Olympus’s executive officers and employees and by the directors
and employees of subsidiaries complies with applicable laws and regulations and the Articles of Incorporation(1) Olympus shall establish “Management Basic Policy,” basic policy the Board of Directors relies on when the Board of Directors
monitors the execution of duties of directors and executive officers. Furthermore, it shall establish the Olympus Global Codeof Conduct and internal corporate regulations for quality, product safety, and export control, etc., based on the Corporate
Philosophy, and shall instill the policies and facilitate initiatives to raise awareness of compliance in the Olympus Groupthrough continuing education and other measures.
(2) Olympus shall also establish a compliance promotion system by appointing an officer in charge of compliance andestablishing a function in charge of group-wide compliance. The function in charge of group-wide compliance shall be
responsible for activities toward the improvement of the group compliance system based on the Global ComplianceManagement System. In addition, whole Olympus Group shall continuously conduct education of employees and measuresrelating to assessment. Furthermore, within the Olympus Group, if there is or may be a violation of laws and regulations, etc.,
a global contact desk which can be available 24 hours a day in multiple languages, and a local hotline contact desk in eachregion will receive the report of them.
(3) Olympus shall set up an internal audit function reporting directly to the Chief Executive Officer. The internal audit function
shall conduct audits to verify the effectiveness of the various processes for risk management, control and governance within
the Olympus Group in accordance with the internal audit regulations. The internal audit function shall report the results ofinternal audits to the Chief Executive Officer and the Audit Committee.
(4) In order to ensure the appropriateness and reliability of financial reporting of the Olympus Group, the internal audit function
shall continue to conduct improvement activities by regularly evaluating its efforts and operations to ensure that control
activities relating to financial reporting function effectively under the internal control system.
(5) Olympus shall be responsible for working with lawyers, the police and other parties to systematically stand firm against antisocial forces and organizations which threaten societal order and safety. The Olympus Group continuously shall conduct
measures for excluding anti-social forces and prepare relevant rules and regulations in order to maintain its social
responsibility to exclude anti-social forces.
2. Framework regarding the maintenance of records and management of information in relation to performance of duties
by executive officers of Olympus(1) Pursuant to laws and regulations and the internal rules on document management in each region, Olympus shall maintain andmanage documents or electronic data.
(2) Directors may access important documents such as the minutes of a meeting of the Board of Directors and documentary
approvals when necessary based on the internal rules on document management.
3. Regulations and other framework relating to managing risks of loss of the Olympus Group(1) Olympus shall manage its business risks of the Olympus Group based on due deliberations held at meetings of the Board of
Directors and the Group Executive Committee, among other meetings, and appropriate operation of the internal approval
procedure.
The Board of Directors shall determine basic management policy, matters related to the internal control system, otherimportant matters and important matters related to business execution, as well as deciding matters to delegate to Executive
Officers. Also, for important matters not decided by the Board of Directors, executive officers shall make a decision, andmake a report to the Board of Directors.
(2) Olympus shall manage risks such as those relating to quality, product safety, export control, information security, health andsafety, the environment and disasters by designating functions in charge, establishing internal corporate regulations, working
for preventive risk management as the Olympus Group, and implementing education and training.

28

(3) Based on the Internal Control Rules and other related rules, Olympus shall prevent the emergence of serious risks resulting
from the business activities of the Olympus Group, and shall create, operate appropriately, and manage a risk management
system to minimize damage in the event of such risks emerging.
Moreover, pursuant to the Risk Management Operation Rules, each function in charge in the Olympus Group shall be awareof risks and take preventative measures, and Olympus has a framework which enables prompt actions in the event of an
emergency. In the event of a violation of corporate ethics, or an earthquake, fire or accident, the function in charge shall make
immediate reports to the executive officers and relevant people. The final determination in such circumstance shall be madeby the Chief Executive Officer.
4. Framework to ensure the effective performance of duties by executive officers of Olympus and directors of its subsidiaries(1) The Board of Directors shall approve medium- and long-term corporate strategy in which the business objectives of the
Olympus Group are set forth, and action plans for these, which are called business plans and other important matters. In
addition, the Board of Directors shall delegate except matters that should be resolved by the Board of Directors to executive
officers in order to enhance efficient and agile decision-making on the execution of business. In addition, the Board of Directors
shall receive reports, once a quarter, on business performance in order to evaluate the status of our business plan, and monitor
executive officers’ performance of duties.
(2) The Board of Directors shall determine the assignment of duties among the executive officers. In addition, the Board of
Directors shall receive, at least once every three months, reports on their duties as performed.
(3) Based on the Job Authority Rules, Organization Rules, and other related rules, Olympus shall define the responsibilities andauthorities of major job ranks and the Board of Directors receives reports from major management organizations on theirduties as performed.
(4) With the establishment of Treasury Control Framework, which regulate financial policies as a base for financial operations of
the Olympus Group, Olympus strengthens the governance of the Olympus Group from a financial aspect, and oversees andmanages funding, foreign exchange, and transactions with financial institutions for the Olympus Group including thesubsidiaries.
5. Framework for reporting to Olympus on matters concerning execution of duties by the directors and employees of thesubsidiaries(1) After Olympus has clarified the management criteria of subsidiaries by means of the Affiliated Company Management Rules
and other related rules, the officers responsible for the regional headquarters shall conduct reviews of the situation faced bysubsidiaries’ management, and periodically report the results of the reviews to the CEO of Olympus.
(2) Olympus shall ensure receiving reports as appropriate and in a timely manner from the subsidiaries in accordance with the
Global Consolidated Accounting Control Framework to ensure that we will remain accurately informed of financial position
and results of operation of the Olympus Group, and appropriately maintain and manage the consolidated accounting policies.
6. Other framework to ensure the appropriateness of business operations in the Olympus Group(1) Olympus shall dispatch its executive officers, corporate officers, or employees to major subsidiaries as directors, auditors, orother equivalent positions, and the head of each function manages such whole function within the Olympus Group.
Furthermore, in order to ensure the fairness of operations of subsidiaries, Olympus request them to obtain our approval forsignificant matters of subsidiaries based on the Job Authority Rules and any other related rules.
(2) Olympus has appointed an officer in charge of ESG and set goals related to ESG in the Olympus Group and shall continue towork on them. Moreover, Olympus has set ESG-related indicators as part of the performance-linked compensation for
executives and is strengthening its efforts as a corporate strategy.
II. Matters necessary for the execution of duties of the Audit Committee
1. Framework for matters related to employees whose assignment is to assist in the duties of Olympus’ Audit Committee,
and matters related to the independence of those employees from the executive officers of Olympus, and matters related
to ensuring the effectiveness of instructions from the Audit Committee of Olympus to those employees
Olympus shall allocate a dedicated employee who will assist with the Audit Committee’s duties. Moreover, Olympus may
have a concurrent employee as needed. In addition, we shall set forth internal corporate regulations to ensure independence
from execution as stated below, and ensure effectiveness of directions from the Audit Committee to such employees.
(i) While employees who have been assigned to assist in the duties of the Audit Committee assist in those duties, Directors(excluding Audit Committee members), executive officers and employees, etc. shall not give them commands or
instructions.
(ii) The appointment, dismissal, transfer, wage or personnel evaluation of employees who are assisting the Audit Committeewith their duties shall be decided only after obtaining the approval of the Audit Committee.

29

2. Framework regarding reports by directors (except those who are members of the Audit Committee), executive officers
and employees of Olympus to the Audit Committee, and reports by directors and employees of the subsidiaries of
Olympus or personnel who have received reports from them to the Audit Committee Olympus(1) When directors (except those who are members of the Audit Committee), Executive officers, or employee of Olympus, aswell as any directors, Audit and Supervisory Board members, or employees of a subsidiary discover any material fact inviolation of laws, regulations, or the Articles of Incorporation, any fact that may cause significant damage to the Olympus
Group, or any fact that is significantly inappropriate for the corporate affairs of the Olympus Group, they shall immediately
report such fact to the Audit Committee, either directly or through the responsible function. In other cases where the Audit
Committee requests a report from a director, executive officer, or employee, etc. of the Olympus Group, in accordance withlaws and regulations or Audit Committee Rules etc., the director, executive officer, or employee in question shall promptly
report to the Audit Committee.
(2) Chief Compliance Officer shall regularly make reports to the Audit Committee on the status of compliance within the
Olympus Group. In addition, Chief Compliance Officer shall regularly make reports on details of issues reported and resultsof investigations in accordance with the Internal Reporting System.
(3) The internal audit function of Olympus shall regularly report the status of internal audit in the Olympus Group to the Audit
Committee of Olympus.
3. Framework to ensure that any personnel who have made a report to the Audit Committee of Olympus will not be
subjected to any unfair treatment due to the report madeOlympus shall set forth internal corporate regulations and shall not impose any unfair treatment (including de-facto measures
such as restricting the personnel to engage in duties, or assigning the personnel solely to work on chores, in addition tomeasures of personnel affairs such as dismissal, demotion, pay cut and other disciplinary actions and disadvantageous transfer)to any personnel who have made a report on the grounds of having made a report to the Audit Committee.
4. Matters regarding procedures for advance payment of expenses incurred in connection with execution of duties by the
Audit Committee members of Olympus and their reimbursement, and treatment of other expenses or liabilities incurredin connection with execution of the duties
When an advance payment or reimbursement of expenses is requested for execution of duties of Audit Committee members,
Olympus shall promptly, in accordance with Olympus’s rules and regulations, process disbursement except for such case thatthe expense is obviously deemed unnecessary for execution of duties by Audit Committee members.
5. Other systems to ensure the effectiveness of audit by the Audit Committee of Olympus(1) Directors, executive officers and employees of Olympus and directors and employees of the subsidiaries shall ensure
effectiveness of the audit by cooperating with the Audit Committee for investigations by interviews and on-site inspections.
(2) Olympus shall ensure that it provides the Audit Committee with opportunities to sufficiently exchange opinions with
Directors, executive officers, Accounting Auditors and any other personnel necessary.
(3) Olympus shall ensure that Audit Committee members have opportunities to attend important meetings.
(4) The Audit Committee shall work closely with the internal audit function to receive reports on audit results, etc. from theinternal audit function, and the Audit Committee may exercise its authority to give instructions and make commands to theinternal audit function as necessary.
(5) Olympus shall ensure that it provides the Audit Committee with, upon their request, opportunities of collaboration between
the Audit Committee and Audit Committee of the subsidiaries and collecting information from employees of the subsidiaries.

2.

Basic Views on Measures for Eliminating Anti-Social Forces and Status of Development
Olympus Corporation has in the basic policies of its internal control system defined policies against anti-social forces and has
established frameworks for systematic counteraction. Specifically, we have established an internal communication network,
cooperates with lawyers and the police force, and takes preventive measures by joining specialized organizations, along withinformation gathering and training activities. Additionally, we work to constantly and completely shield itself by stipulating inagreements with business partners the exclusion of anti-social forces.

30

V Other
1. Adoption of a Response Policy for Takeovers (Takeover Defense Measures)
Adoption of a response policy for takeovers

None

Supplementary explanation of relevant items―――

2. Other Matters Concerning the Corporate Governance System
In disclosing information, Olympus Corporation shall comply with the laws and the Financial Instruments Exchange rules andshall disclose information in compliance therewith. Olympus Corporation shall also proactively disclose the information which
may have a material impact on its corporate value evaluation in accordance with the Article 27-36 of the Financial Instruments andExchange Act (so-called “Fair Disclosure Rules”) and the Internal Information Disclosure Criteria regardless whether suchdisclosure is not required by the laws or the rules. To this end, we have established internal corporate regulations such as “Rules
on Information Disclosure” and “Detailed Rules on Information Disclosure,” and set out specific duties and procedures for
information disclosure.
Based on the “Information Disclosure Flow,” information for disclosure is aggregated from the IR liaison (a person in eachfunction/operating division who is in charge of the information disclosure as appointed by the IR Division), and the Board of
Directors, Group Executive Committee, other committees, the secretariats of such bodies, etc., and whether or not to disclose isdetermined by the head of Information Disclosure after deliberations with the head of the IR division and the head of the division
disclosing the information.

31

Attachment 1[Basic Policy on Corporate Governance]
All our activities are based on “Making people’s lives healthier, safer and more fulfilling” as stated in our corporate philosophy.
Following this philosophy, we aim to improve the Olympus group’s continuous development and mid- and long-term corporate value
for all stakeholders, including shareholders.
Basic Idea Regarding Corporate Governance
Based on our fiduciary responsibility to shareholders and our responsibility to stakeholders including clients, employees and local
communities, etc. as well as the above corporate philosophy, our company has implemented the principles of the Corporate
Governance Code and developed this policy with the aim of realizing effective corporate governance.
1. Securing Shareholders’ Rights and Equality(1) Securing Shareholders’ Rights
We respect shareholders’ rights and secure their substantial equality.
(2) Exercise of Rights at the General Meeting of Shareholders
We take appropriate steps to improve the environment pertaining to the exercise of rights at the general meeting of shareholders.
(3) Basic Capital Policy
In order to enhance corporate value, our basic capital policy is to provide continuous shareholder returns, with priority given toinvestment in growth areas, based on the premise of securing a stable financial base. In addition, we explain this policy indialogue with shareholders/investors.
(4) Cross-Shareholdings
If it is judged that listed shares will contribute to the improvement of the Olympus group’s corporate value in the mid- to longterm, then, upon verifying the economic rationality and the future prospects for the mid- to long-term, we will hold listed shares.
Every year, the Board of Directors will assess the suitability of ownership of such listed shares, considering comprehensively
the purpose of and the risks and benefits associated with the holdings, and may gradually reduce such shares that we judge not
to be suitable for continued ownership. In order to exercise shareholders’ rights as to these holdings, we will exercise our voting
rights on all agenda items, and from the viewpoint of improving the mid- to long-term corporate value of an enterprise issuingsuch shares, will consider said enterprise’s financial condition and decide appropriately about whether to approve or disapproveeach agenda item.
(5) Related Party Transactions
In the case of conducting related party transactions, the approval of the Board of Directors of Olympus Corporation or its
applicable majority-owned subsidiary company involved in the transaction is required to be obtained, all in accordance with the“Job Authority Rules” and any other related rules. Its applicable majority-owned subsidiary company is required to report to
Olympus Corporation after obtaining approval from the regional headquarters.
2. Cooperation with Stakeholders other than Shareholders
Under “Making people’s lives healthier, safer and more fulfilling.” as stated in our corporate philosophy, we endeavor to cooperate
as appropriate with various stakeholders including employees, clients, business connections, creditors and local communities.
(1) Formulate and Implement the Code of Conduct
We will present our values regarding appropriate cooperation with stakeholders, respect for their interests, and ethics for soundbusiness activities, and stipulate and implement a code of conduct to be complied with by such members. Specifically, we haveformulated the “Corporate Philosophy,” “Our Behaviors” and the “Olympus Global Code of Conduct” as a code of conduct for
all groups, and have widely disseminated them among all officers and employees who belong to the Olympus group.
(2) Basic Concepts on Sustainability Related Initiatives
Based on our corporate philosophy, the Olympus group identifies important ESG areas and important issues (materiality) on
which we should focus and strives to resolve various social and environmental issues through its business.
(3) Ensuring Diversity within the Company
We promote diversity, equity and inclusion throughout the Olympus group and regardless of our people’s age, gender, race,
sexual orientation, gender identity, socioeconomic status, ethnicity, (dis)ability, nationality and culture, language, religion,
opinions, political stance, and career backgrounds, we provide diverse human resources with appropriate opportunities andopportunities to excel.
(4) Whistleblowing
We appoint a supervisor responsible for compliance-related matters. Furthermore, we have established a global contact desk
which is available 24 hours a day in multiple languages for any employees and external stakeholders and which is in addition to
local internal compliance-related reporting systems in each region. We report the use of the foregoing to the Audit Committee
regularly and to the Board of Directors as necessary.

(5) Roles of Corporate Pension Funds as Asset Owners
We manage corporate pension funds through the Olympus Corporate Pension Fund. The Olympus Corporate Pension Fundarranges investment trusts and pension insurance policies and outsources their management to financial institutions inaccordance with policies and portfolios approved by the Asset Management Committee, which consists of personnel, accounting
and financial experts. The Olympus Corporate Pension Fund monitors its investment status, including stewardship activities, ona regular basis.
3. Complete Information Disclosure and Secured Transparency(1) Complete Information Disclosure
Under the basic concept for all corporate activities, “Making people’s lives healthier, safer and more fulfilling.” as stated in our
corporate philosophy, we will disclose corporate information, such as management policy, financial condition, status of businessactivities and sustainability in a fair, timely, appropriate and active manner for the purpose of obtaining all stakeholders’ correctunderstanding and trust.
(2) External Accounting Auditor
Our Audit Committee establishes evaluation standards for accounting auditor and confirms the appropriateness of audit quality,
independence, etc. in accordance with the standards above.
4. Responsibility of the Board of Directors, etc.
(1) Role of the Board of Directors
The Board of Directors determines basic management policy, matters related to the internal control system, and other importantmatters, and supervises directors and executive officers, in the execution of their duties.
(2) Qualification of Directors and Auditors
Having high ethical standards as well as the experience, knowledge and ability required to create mid- to long-term corporate
value, our directors spend a sufficient amount of time for the Board of Directors in order to fulfill their own obligations andresponsibilities.
(3) Diversity of the Board of Directors
We consider the diversity of the composition of the Board of Directors in terms of internationality, gender, career and age, as
well as experience, knowledge and ability, etc.
(4) Scale of the Board of Directors
Based on the Olympus group’s scale and business lines, we maintain an appropriate number of members, fifteen or fewer persons,as stipulated in the Articles of Incorporation, in order to effectively and efficiently exercise the functions of the Board of
Directors.
(5) Independent Outside Director
From the viewpoint of increasing the supervisory functions of the Board of Directors, more than half of the directors are
independent outside directors. The independence standards are set forth by the Nominating Committee.
(6) Chairperson of the Board of Directors
For the purpose of securing the supervisory function of the Board of Directors, an independent outside director serves as thechairperson of the Board of Directors.
(7) Committees for Nomination, Compensation and Audit
The Board of Directors shall set up a Nominating Committee, Compensation Committee and Audit Committee.
Nominating Committee•The Nominating Committee shall deliberate matters related to human resources at the director and executive officer level, andshall determine the content of proposals submitted to the General Meeting of Shareholders in relation to the appointment anddismissal of directors.
•The nominating committee consists of three or more committee members selected from among the directors by the Board of
Directors, and independent outside directors constitute the absolute majority thereof. An independent outside director serves as
the chairperson.
Compensation Committee•The Compensation Committee shall deliberate directors’ and executive officers’ compensation-related matters, etc., andprescribe policy in relation to determining the details of compensation, etc., and in accordance with the policy, determine thecontents of compensation, etc. for individuals.
•The compensation committee consists of three or more committee members selected from among the directors by the Board of
Directors, and independent outside directors constitute the absolute majority thereof. An independent outside director serves as
the chairperson.
Audit Committee

•The Audit Committee shall carry out the following duties.
1) Auditing the execution of duties by executive officers and directors, and creating audit reports
2) Determining the content of proposals relating to the appointment, dismissal and non-reappointment of accounting auditor
3) Other duties prescribed by law or by the Articles of Incorporation, and other matters recognized as necessary by the Audit
Committee•The Audit Committee shall consist of at least three individuals selected from among the directors by the Board of Directors, ofwhom more than half shall be independent outside directors. The chairperson of the committee shall be an independent outside
director. Moreover, at least one member shall be an individual who possesses extensive knowledge related to financial andaccounting.
(8) Appointment Process of the Directors
The Nominating Committee shall deliberate director candidates while making reference to the selection criteria, hold interviews,
and determine the content of proposals submitted to the General Meeting of Shareholders in relation to the appointment anddismissal of directors.
(9) Fostering and Deciding the CEO’s Successor
The Nominating Committee periodically discusses a succession plan for the CEO.
As for determining the successor, the Nominating Committee discusses whether the candidates have qualifications that aresuitable for the CEO, and provides opinions and advice to the Board of Directors. Thereafter, the successor is decided by the
Board of Directors.
(10) Compensation System
Regarding officers’ compensation (directors and executive officers), the basic policy is to provide compensation that is suited totheir duties, and to increase the awareness among the officers in order to: “Meet expectations of various stakeholders by aiming
to maximize corporate values.” Based on said policy, the Compensation Committee focuses on appropriately setting thecompensation ratio linked to short and mid- and long-term performance, and decides officers’ compensation.
(11) Management of the Board of Directors Meeting
For the purpose of deciding on important matters and supervising business operations, agenda items for, time of, and thefrequency of holding the Board of Directors meeting are set in order to facilitate necessary and sufficient discussion. In order tofacilitate constructive discussions and the exchange of opinions at the Board of Directors meeting, materials are sent regarding
matters to be discussed and matters to be reported at the Board of Directors meeting in consideration of the time required for theattendees to prepare for the Board of Directors meeting. Moreover, the Board of Directors meeting schedule and expected agenda
items are prepared in advance.
(12) Assembly for Outside Directors Only
We hold an “Executive Session,” which is held after the conclusion of every Board of Directors meeting and an “Opinion
Exchange Meeting for Outside Directors,” which is held four times a year (once per quarter). These are meetings in which only
outside directors can participate. At each meeting, the outside directors aim to share their recognition while extracting
management issues and providing feedback on the details to the executive officers.
(13) Evaluation of the Board of Directors Meeting
Every year, the effectiveness of the Board of Directors is analyzed and evaluated including a third party’s perspectives, and we
aim to improve the effectiveness of the Board of Directors by extracting the issues and aiming for improvements, as necessary.
Most importantly, we aim to improve our sustainable growth and medium- to long-term corporate value. An overview of theevaluation result is released.
(14) Information Acquisition and Support System
1) We endeavor to actively provide the directors with information helpful for effectively fulfilling their roles and duties.
2) The outside directors of Olympus Corporation may, whenever deemed necessary or appropriate, request an explanation orreport from internal directors, executive officers or employees, or request the submission of internal materials.
3) We are working to stimulate discussions at the Board of Directors, providing outside directors with explanation of agendas inadvance and setting opportunities for debate about corporate strategy, as necessary.
4) We establish at the Board of Directors and each Committee a secretariat with appropriate personnel to enable the Board of
Directors and each director, the Nominating, Compensation, and Audit Committees and their respective members to properly
execute their duties.
(15) Training for Directors
The directors endeavor to improve themselves including by acquiring and updating, etc. their knowledge in order to fulfill theirroles and duties. We provide newly-appointed outside directors with various programs for acquiring knowledge concerning
Olympus Corporation, including tours to our business office and factory, as well as study groups on our business, etc.
5. Dialogue with Shareholders(1) Policy for Constructive Dialogue with Shareholders
For the purpose of our continuous development and improvement of mid- to long-term corporate value, the Board of Directors
has stipulated and announced the Policy for Improving the System and Initiatives for Promoting Constructive Dialogue with
Shareholders/Investors.

Policy for Improving the System and Initiatives for Promoting Constructive Dialogue with Shareholders/Investors
1) Basic policy
For the purpose of our continuous development and improvement of mid- to long-term corporate value, we, centering on
the CEO and the CFO, actively conduct constructive dialogue with shareholders/investors (hereinafter, “shareholders,etc.”). The IR function assists such initiatives through internal information exchange and improving the system forproviding shareholders’ opinions as feedback, etc. to the upper management team.
In our dialogue with shareholders, etc., we shall comply with the laws and the Financial Instruments Exchange rules, andshall disclose information in compliance therewith. Olympus Corporation shall also proactively disclose those information
which may have a material impact on its corporate value evaluation in accordance with Fair Disclosure Rules and theInternal Information Disclosure Criteria regardless whether such disclosure is not required by the laws or the rules.
2) Policy for Dialogue by the CEO and CFO
The President and the financial officer play a central role in conducting overall dialogue with shareholders, etc. toward
the realization of constructive dialogue. Specifically, in addition to investor meetings such as corporate strategy
presentation, Investor Day, and financial results announcement, we proactively provide opportunities for direct dialogue
with shareholders, etc. through individual and group meetings, domestic and international road shows on a regular basis,and participation in conferences hosted by securities firms.
3) Policy for IR Activities by the IR Function
By putting the IR function in charge of IR activities, we actively implement IR activities toward solid dialogue withshareholders, etc. Specifically, in addition to conducting individual interviews at any time as requested by shareholders,etc. we will regularly implement IR events, such as briefing sessions for individual investors and facility tours. Moreover,
we will actively provide information to shareholders, etc. through the website, integrated reports, business reports forshareholders and the Convocation of the General Meeting of Shareholders, etc.
4) Policy for internal information exchange
The IR function, as needed, exchanges information with relevant departments and business units on a daily basis, andestablishes a project team if necessary, in order to build a coordinated collaboration system. Moreover, the IR function
reports shareholders’ opinions and concerns obtained from dialogue with shareholders centering on institutional investors
at the Group Executive Committee as well as the Board of Directors meeting, if necessary. Thereafter, the contents of such
opinions and concerns will be discussed.
5) Policy for Insider Information Management in Dialogue with Shareholders, etc.
In accordance with the Internal Regulations, insider information is strictly managed. When dialogue with shareholders,etc. the IR function issues a reminder to the person in charge of the dialogue, thereby preventing the divulgence of insider
information.
(2) Establishment and Disclosure of Corporate Strategy
We shall formulate, announce, and implement corporate strategy to aim for sustainable growth and medium- to long-term
enhancement of corporate value, including the establishment of management indices and appropriate allocation of management
resources with an awareness of cost of capital, return on capital, and stock price, and shall actively engage in constructive
dialogue with shareholders/investors.
6. Revision and Abolition of this Policy
Revision and abolition of this Policy shall be subject to a resolution of the Board of Directors.

Attachment２

Skill Matrix of Directors
Main experience and expertise of the director*
Name

Sumitaka Fujita

Present position and responsibility in Olympus Corporation

Outside Director
Chairperson of Board of Directors

Nominating
Committee★

Corporate
Management

Overseas
Business●●

Healthcare
Industry

Quality
Assurance

Legal/Risk
Management

Finance/
Accounting

HR
Development

●

ESG

●

David Robert Hale

Outside Director

Compensation
Committee●●●

Jimmy C. BeasleyOutside Director

Compensation
Committee
★

●

●

●

Sachiko Ichikawa

Outside Director

Audit
Committee

●

●

●

●

Kohei Kan

Outside Director

Audit
Committee
★

●

●

●

●

Gary John Pruden

Outside Director

Nominating
Committee

Outside Director

Yasuo Takeuchi

Director, Representative Executive Officer,
Executive Chairperson and ESG Officer

Stefan Kaufmann

Director, Representative Executive Officer,
President and Chief Executive Officer (CEO)Toshihiko Okubo

Director☆：Committee Chairperson* The above table does not indicate all the expertise/experiences the directors have.

Nominating
Committee
Compensation
Committee
Nominating
Committee
Audit
Committee

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Compensation
Committee

Luann Marie Pendy Outside Director
Masato Iwasaki

●

●

●

●

●

●

●

Attachment 3
Policy to determine individual compensation, etc., for directors and executive officers for the fiscal year ended March 2025
Matters relating to the policy to determine the amount of compensation, etc., for officers or the calculation method thereof
As a company with a Nominating Committee, etc., Olympus Corporation has established the Compensation Committee, which
consists of three or more members and a majority of which is independent outside directors. The Compensation Committee ischaired by an independent outside director to ensure transparency and to determine fair and appropriate compensation.
Our basic policy regarding the officer compensation structure is to make officers have a strong sense of awareness thatmaximizes the corporate value and meets expectations of various stakeholders, and to reward their responsibilities with suitable
and appropriate treatments. The Compensation Committee, in accordance with the purpose of the basic policy mentioned above,
decides the policy on the determination of compensation for individual directors and executive officers. In accordance withthis policy, the Compensation Committee determines the amount of compensation, etc., for individual directors and executive
officers and reports them to the Board of Directors.
a.
Compensation structure for directors (excluding those who are also executive officers)i.
Compensation level for directors(i) In order to set the directors’ compensation at competitive level that enables securement/retention of brilliant talents andencourages positive participation in various activities as director of Olympus Corporation, and in light ofroles/responsibilities, the compensation level shall be targeted at 75% level compared with the peer group in each regionof residence.
(ii) The companies to compose a peer group are selected from those having medical equipment in the business portfolio andhealth care companies in respective region of residence.
(iii) Compensation levels for each peer group are confirmed using objective compensation survey data from external specializedorganizations.
(iv) If a director requests to decline compensation, the Compensation Committee will confirm and decide on the response.
ii. Compensation composition of directors(i) With importance placed on the concept that directors shall share interests between investors, in addition to base salary(BS), non-performance-based stock compensation (non-monetary compensation) is granted.
(ii) The stock compensation is to be subsequent grant-type restricted stock compensation (RSU: Restricted Stock Unit), andthe right will be defined at retirement for those directors who are resident in Japan. The right will be defined on an
individual basis in accordance with a general method of stock compensation in each region of residence for those directors
who are non-resident in Japan.
(iii) The stock-based compensation for the fiscal year ending March 2025 will be set at 8 million yen for both residents andnon- residents in Japan.
(iv) The number of units to be granted will be calculated based on the share price at the time of assumption of office at theGeneral Meeting of Shareholders, and the corresponding number of shares will be provided after vesting.
(v) The following shareholding guidelines are established.
1. Residents in Japan: All subsequent grant-type restricted stock compensation (RSU) is vested at the time of retirement
so that shareholding guidelines are not established.
2. Non-residents in Japan: one time or more of the base salary (BS). This level is the one to be achieved in about five
years after assuming office. However, this five-year period does not take into account the impact of stock disposal byuse of “sell plan before knowledge” for tax payment purposes.
(vi) The Chairperson of the Board of Directors receives a chairperson allowance in addition to the base salary (BS).
(vii) The Chairpersons of the Nominating Committee, the Compensation Committee, the Audit Committee, and the Quality
Assurance and Regulatory Affairs (QA&RA) Committee receive chairperson allowance in addition to the base salary (BS).
(viii) With an exception of full-time members, the Audit Committee members receive an Audit Committee allowance inaddition to the base salary (BS). The Audit Committee allowance is set as an equivalent amount to the difference between
the Audit Committee allowance and the Nominating and Compensation Committee allowance in the peer group.
(ix) The QA&RA Committee members receive a QA&RA Committee allowance in addition to the base salary (BS).
(x) For directors who are also executive officers, monetary compensation for the monitoring functions as directors shall be
paid separately from executive officer compensation as director compensation for those who are natives of Japan. For those
who are not natives of Japan, monetary compensation paid for monitoring functions performed as directors is included incompensation of executive officers.
b. Compensation structure for executive officers (including those who are also directors)i.
Philosophy on compensation(i) In order to achieve our corporate strategy and to create corporate value, it is essential that we have a compensation structurethat ensures that we retain capable management personnel and that they can fully harness their talent. To this end, we havedecided on a compensation structure based on the following concepts.
1. Establish a more powerful incentive program which can compete with global med-tech companies
2. Establish an incentive program which is consistent with the corporate strategy
3. Establish a program with focuses on value creation and performance evaluation utilizing long-term incentive compensation(LTI), which is non-monetary compensation.
4. Set a compensation level considering the stage of development to become a global med-tech company (a hybrid mix of“Global labor market” and “Home”).
5. Ensure a sound management of incentives by putting clawback clauses and shareholding guidelines in place.
6. Enhance the motivation of executive officers by setting challenging and achievable targets.

ii.

Compensation level for executive officers(i) Thoughts on compensation amount
1. We assign weights to performance-linked monetary compensation and stock compensation and looks to raise the weights
based on its philosophy of compensation, which is to set a compensation level considering the stage of development tobecome a global med-tech company (a hybrid mix of “Global labor market” and “Home”), with consideration given to thecompensation amount of officers of other global med-tech companies.
2. By considering the situation of labor market of executive officers’ home countries and competitiveness in the market, andthe roles and responsibilities, we set target level in the market, and determine compensation after holistic comparisons ofbase salary, TCC (Total Cash Compensation) and TDC (Total Direct Compensation). The compensation level of labor marketof each country is confirmed through use of objective compensation survey data from external specialized organizations.
3. The appropriateness of the compensation amount for executive officers is monitored by the pay ratio (the ratio of CEO’scompensation to the median salary of employees resident in Japan). We are also working to ensure the consistency in termsof executive officer compensation and employee compensation structures, including providing of stock compensation tosome employees (including non-residents in Japan).

iii.
Compensation composition of executive officers(i) Compensation for executive officers is a combination of base salary (BS), which is a fixed compensation, short-term
incentive compensation (STI), which is performance-linked monetary compensation, and long-term incentive
compensation (LTI), which is non-monetary compensation.
(ii) For executive officers who are not from Japan, fringe benefits, severance payments, etc., are set individually at the generallevel of fringe benefits and severance payments in their place of origin.
(iii) Focusing on achieving our corporate strategy to enhance medium- to long-term corporate value and shareholder value andconsidering the compensation amounts of global med-tech companies, the ratio of performance-linked compensation(performance-linked monetary compensation and performance-based stock compensation (PSU: Performance Share
Unit)), particularly long-term incentive compensation (LTI), was raised and we set the composition as follows:<Representative Executive Officers>
BS:STI:LTI = 1 (19%): 1.25 (24%): 3 (57%)<Executive Officers>
BS:STI:LTI = 1 (24%): 1.15 (28%): 2 (48%)(iv) Long-term incentive compensation (LTI) consists of subsequent grant-type restricted stock compensation (RSU) andperformance-based stock compensation (PSU).
iv.
Compensation risk management(i) Shareholding guidelines
1. Shareholding guidelines are established to share interests between shareholders and management (executive officers).
2. Shareholding guidelines shall be as follows:・Executive officers shall hold a number of Olympus Corporation’s shares that is five times the amount of base salary or
more.
3. The guidelines for shareholding are set at a level that will be achieved approximately five years after the assumption of officealthough the length may fluctuate subject to the status of achievement of the targets.
(ii) Clawback clause
A clawback clause has been set up to deter the management (executive officers) from reckless investments and improperaccounting. The clawback is subject to short-term incentive compensation (STI) and long-term incentive compensation (LTI) for
executive officer. The clawback will become effective if the following events occur.
a. An event that requires the refund of the difference between the amount of compensation that has been paid and theamount of compensation that should have been paid caused by a revelation that the information prerequisites forcompensation is incorrect or different.
b. An event that requires the return of the amount of compensation already paid as a kind of sanction in the event of aviolation of obligations, etc.
The final decision on the application of the clawback to the individual events is made by the Compensation Committee andreported to the Board of Directors
v.

Short-term incentive compensation, which is performance-linked monetary compensation, etc. (FY2025-STI)(i) Target composition
Short-term incentive compensation (FY2025-STI) for the fiscal year ending March 2025 (FY2025) consists of financial
indicators, quality target for all executive officers, and executive officer individual target. Financial indicators are set to berevenue and operating profit margin aiming at assessing growth and efficiency. In addition, since it is important to steadily
implement long-term and strategic efforts within each fiscal year, continuing from the previous fiscal year, quality target is set as
an indicator in the current fiscal year. The executive officer individual target is also added to follow our new refreshed Core
Values, especially “Impact” and facilitate the cultural change toward more impact and personal accountability of executive
officers. The ratio for each indicator, as shown in the figure below, is set at 25% for revenue, 25% for operating profit margin,
30% for quality target, and 20% for executive officer individual target.
Revenue
Operating profit margin
Quality target
EO individual target
25%
25%
30%
20%
Note: For CEO and Executive Chairperson, the executive officer individual target is not applied, and the composition of theindicators is 35% for revenue, 25% for operating profit margin, and 40% for quality target.

(ii) Upper and lower limit on the evaluation table and adjustment items
1. Upper and lower limits are set for each evaluation indicator.
2. Adjustment items-Revenue: The exchange rate used for FY2025 earnings forecasts is applied to make a foreign currency adjustment.
-Operating profit: Other income/other expenses are deducted.
(iii) Evaluation table of revenue
1. Payment rate 200%: FY2025 revenue forecast + {(FY2025 revenue forecast – FY2024 actual revenue) * 70%} = 10,210 +{(10,210 – 9,705) * 70%} = 10,564 Oku-yen
2. Payment rate 100% to 200%: 100 + (X – 10,210) * 100/354
3. Payment ratio 100%: FY2025 revenue forecast = 10,210 Oku-yen
4. Payment rate 50%: FY2024 actual revenue (after FX adjustment) = 9,705 Oku-yen
5. Payment rate 0% to 100% = 50 + (X – 9,705) * 50/505
6. Payment rate 0%: 9,705 - (10,210 – 9,705) = 9,200 Oku-yen
Notes: 1. X represents FY2025 actual revenue (after FX adjustment)
2. Upper limit is set as 200% and lower limit 0%
3. Adjustment: Exchange rate (USD = ¥151, EUR = ¥163, CNY = ¥21)(iv) Evaluation table of operating profit margin
1. Payment rate 200%: FY2025 operating profit margin forecast +5.5% or more = 24.9% or more
2. Payment rate 100% to 200%: FY2025 operating profit margin 19.9% or more, less than 24.9%= 100 + 20 * (Y – 19.9)
3. Payment rate 100%: FY2025 operating profit margin forecast +/-0.5% = 18.9% or more, less than 19.9%
4. Payment rate 50% to 100%: FY2025 operating profit margin 16.4% or more, less than 18.9% =100 – 20 * (18.9 -Y)
5. Payment rate 50%: FY2025 operating profit margin forecast -3% = 16.4%
6. Payment rate 0%: less than 16.4%
Notes: 1. Y represents FY2025 actual operating profit margin (after adjustment)
2. Upper limit is set as 200% and lower limit 0%.
3. Adjustment: Other income/other expenses are deducted.
(v) Quality Target
1. The goals for the STI and PSU reward evaluation are the medium- to long-term and short-term goals of major initiatives toimprove the root causes (vulnerabilities) that may exist with our QARA organizational structure, manufacturing processes,
quality management systems and the quality culture of our medical business.
2. The Compensation Committee and the QA&RA Committee, which is made up of outside directors, cooperate to determine
proper compensation evaluation targets and achievement rates based on completion of extensive remediation and Quality
Systems improvement work streams.
(vi) Executive officer individual target
1. Individual targets of very concrete results or outcomes he/she has to deliver in FY2025 are set.
2. The target consists of four goals related to (1) Company-wide quality reform program, (2) Long-term sustainability, (3) Shortterm basic improvement, and (4) Budget. Each will count for 5% of FY2025-STI.
vi.
Long-term incentive compensation, which is non-monetary compensation (FY2025-LTI)
The following section describes long-term incentive compensation (FY2025-LTI) covering the three-year period from the fiscal
year ending March 2025 to the fiscal year ending March 2027.
The ratio of subsequent grant-type restricted stock compensation (RSU: Restricted Stock Unit) and performance-based stockcompensation (PSU: Performance Share Unit) is in accordance with the basic concept of putting emphasis on performance-linked
compensation. In light of the current uncertain and drastically changing business environment, the Compensation Committee has
determined 40% for RSU and 60% for PSU for FY2025-LTI in order to secure a desirable share of stock in the total compensation.
(i) Subsequent grant-type restricted stock compensation (FY2025-RSU)
1. Grant date and number of units granted
1. The grant date shall be April 1, 2024.
2. The stock price used in the calculation shall be the closing price of Olympus Corporation’s common shares on thebusiness day preceding the grant date.
3. For foreign exchange, apply average TTM (Telegraphic Transfer Middle Rate) for the fiscal year before the grant date.
4. The total base salary of executive officers, which is the basis for granting, is 692,984,048 yen, and the total number of
RSU granted is 291,483 units.
2. Vesting
1. Every one year after the grant date, one-third each of the rights will be vested upon approval by the Compensation
Committee and corresponding number of shares are provided.
2. If end of contract of an executive officer occurs during the rights calculation period, unvested units at the time of endof contract will be handled as follows.
(1) Except for the cases falling under below (2)(3), the company will rightfully acquire all units that an executive officer
holds, without consideration.
(2) If end of contract of an executive officer occurs due to a legitimate cause approved by the Compensation Committee,

the number of units will be prorated by the number of months during which an executive officer held office, including
the last month of office, and corresponding number of shares will be provided upon resolution of the Compensation
Committee.
(3) Notwithstanding above (2), if end of contract of an executive officer occurs as a result of “Retirement” defined under
the compensation regulation, the number of shares corresponding to the number of all units held by an executive
officer at the time of end of contract shall be provided upon resolution of the Compensation Committee, to the extent
that any requirements otherwise determined by the Compensation Committee are satisfied.
3. If end of contract of an executive officer occurs during the rights calculation period, the unvested units at the time ofend of contract shall be vested upon resolution of the Compensation Committee held after disclosure of annual financial
result, in principle, after one year has passed from the end of contract.
4. If an agreement with an executive officer stipulates individual arrangement, the rights will be vested, and shares will be
provided according to such individual agreement.
(ii) Performance-based stock compensation (FY2025-PSU)
1. Performance-based stock compensation (PSU) is determined based on the philosophy of compensation, which is to make the
incentive program consistent with the corporate strategy, and in consideration of the business environment.
2. Grant date and number of units granted
1. The grant date shall be April 1, 2024.
2. The stock price used in the calculation shall be the closing price of Olympus Corporation’s common shares on thebusiness day preceding the grant date.
3. For foreign exchange, apply average TTM (Telegraphic Transfer Middle Rate) for the fiscal year before the grant date.
4. The total base salary of executive officers, which is the basis for granting, is 692,984,048 yen, and the total number of
PSU granted is 437,225 units.
3. Vesting
1. After three years from the grant date, performance rate is evaluated against the pre-defined performance evaluation
metrics, then for the number of units calculated according to the performance rate, the rights will be vested upon approvalby the Compensation Committee, and corresponding number of shares will be provided.
2. If end of contract of an executive officer occurs during the performance evaluation period, unvested units at the time ofend of contract will be handled as follows.
(1) Except for the cases falling under below (2)(3), the company will rightfully acquire all units that an executive officer
holds, without consideration.
(2) If end of contract of an executive officer occurs due to a legitimate cause approved by the Compensation Committee,
the number of units calculated under performance evaluation metrics after expiration of the performance evaluation
period shall be prorated by the number of months in office of said person, including the last month of office, and thecorresponding number of shares shall be provided upon resolution of the Compensation Committee.
(3) Notwithstanding above (2), if end of contract of an executive officer occurs as a result of “Retirement” defined under
the compensation regulation, based on the number of all units that an executive officer has at the time of end ofcontract, the number of shares calculated under performance evaluation metrics after the expiration of the performance
evaluation period shall be provided upon resolution of the Compensation Committee, to the extent that any
requirements otherwise determined by the Compensation Committee are satisfied.
3. If an agreement with an executive officer stipulates individual arrangement, the rights will be vested, and shares will be
provided according to such individual agreement.
4. PSU performance evaluation metrics consist of relative TSR, quality target and ESG metrics, and their ratios are as follows:
Relative TSR
60%

Quality target
20%

ESG
20%

5. The target values and evaluation table for each metric are set as follows:
1. Relative TSR: 60%(i) The Compensation Committee determined that the relative TSR is appropriate as an indicator for evaluating thecorporate value and shareholder value.
(ii) The peer group consists of the following 20 companies in Japan, Europe, and the U.S. that are “manufacturers whosebusiness portfolio includes medical devices” or “manufacturers classified in the health care category of the GICS
code.”
Abbott Laboratories, GE Healthcare Technologies, Medtronic plc, Koninklijke Philips N.V., Danaher Corporation,
Takeda Pharmaceutical, Becton, Dickinson and Company, Siemens Healthineers AG, Stryker Corporation, Baxter
International Inc., Boston Scientific Corporation, Zimmer Biomet Holdings, Inc., Terumo Corporation, Agilent
Technologies, Inc., HOYA Corporation, Smith & Nephew plc, Edwards Lifesciences Corporation, Intuitive
Surgical, Inc., STERIS plc, Sysmex Corporation(iii) If the company’s TSR rank is above the 75% level, provide a payment rate of 200%; at the 50% level, provide apayment rate of 100%, at the 25% level, provide a payment rate of 50%; and at the level below the 25% level, thepayment rate is 0%. The percentage of the payment (Y), between the rank 50% and 75% level (X) is, Y= 4*(X-50)+100. The percentage of the payment (Y), between the rank 25% and 50% level is, Y= 2*(X-25) +50.
2. Quality target: 20%(i) Since it is important to steadily implement long-term and strategic efforts for quality, quality target is set as anindicator also for FY2025-PSU.
(ii) The goals for the STI and PSU reward are the medium- to long-term and short-term goals of major initiatives toimprove the root causes (vulnerabilities) that may exist with our QARA organizational structure, manufacturing
processes, quality management systems and the quality culture of our medical business.

(iii) The Compensation Committee and the QA&RA Committee, which is made up of outside directors, cooperate todetermine proper compensation evaluation targets and achievement rates based on quantitative and qualitative goals.
3. ESG: 20%(i) Indicators for ESG, which is a basis of business management, and is announced to be reinforced in the company
strategy, is used as an index.
(ii) As was in the previous fiscal year, DJSI (Dow Jones Sustainability Index) is set as an evaluation index for thefollowing reasons.
･ It provides comprehensive coverage of overall corporate activities.
･ The breadth of coverage in the evaluation area contrasts with the expectations of a broad range of stakeholders.
･ It is a highly reliable external evaluation organization and ensures transparency and fairness.
(iii) In addition, in light of ESG focus areas and materiality of Olympus Corporation, we set evaluation index for thefollowing three focus areas of ESG as internal index.
･ Healthcare Access & Outcome･ Healthy Organization･ Carbon Neutral Society & Circular Economy(iv) Target setting and evaluation
The following targets and evaluation table are set according to achievement rate.
Focus Area

Index

Target in fiscal year ending
March 2027

Mid-term goals (for reference)

Healthcare Access & Outcome

CRC (Colorectal Cancer) related
training in target emerging
countries and regions

36 ～ 37(Number of programs)+20% growth rate

Healthy Organization

Management positions held by
women globally

28.5% ～ 29.6%

30% in fiscal year ending March2028

Carbon Neutral Society &Circular Economy

Reduction of CO2 emission in
our site operations across Scope
1 and 2

-68% ～ -70%
(Reduction compared with fiscal
year ended March 2020)

Carbon neutral by 2030

DJSI

Included in DJSI Index

World

World maintainedCorporate Governance Structure

Information Disclosure Flow
Press Club

Financial Instruments Exchange

WebsiteDisclosure Route[Disclosure] * Where to disclose will be decided based on what is to be disclosed.

Deliberation / Decision[Decision]

Head of Information Disclosure (CFO)

Directors
Executive Officers
Audit Committee[Deliberation / Internal consensual decision-making] 1

Head of the IR Div.

Collection of Information
Source of Information

Collection Route[Report]Head of the division disclosing the information

Div. in Charge of Timely Disclosure(IR Div.)[Confirmation of details]

IR Liaison[Collection of information]

Management Meetings

BoD (Secretary to the Board)
GEC (Corporate Strategy and Planning)

Nominating Committee(Secretary to the Board)
Compensation Committee(Secretary to the Board)
Audit Committee(Office of Audit Committee)

Olympus Groupʼs Policies, Rules and Detailed Rules on Information Disclosure (OGR)

1. When the case meets any of the Consensual Decision-Making Criteria in the Internal Information Disclosure Criteria, or when the case is not set forth in the Internal Information Disclosure Criteria and the head of the IR div. finds it necessary.