November 8, 2016

Restructuring of Domestic Business Organization to Enhance Manufacturing Technology ofOptical Components
Short-form absorption-type company split with a consolidated subsidiary, and merger and absorption-typecompany split between consolidated subsidiaries

In accordance with the restructuring plan announced today, NIKON CORPORATION (hereinafter referred as “theCompany”) has decided at the Board of Directors’ Meeting held today, to undertake a restructure the organization of theCompany and the consolidated subsidiaries and the contract was signed accordingly.
Restructuring the organization between consolidated subsidiaries is not within the scope of the timely disclosure
required: therefore, such information is provided only for reference. Disclosed items and their content are partiallyomitted because the company split of the Company intends to have the wholly owned subsidiary to succeed thebusiness.

1. Background and purpose of restructuring the organization
As a part of the restructuring plan, the Company has been considering to restructure our group companies toenhance manufacturing technology of optical components that are our core competence and a differentiator from ourcompetitors.
It has been decided, as a result of our consideration, to aggregate all the functions related to manufacturing
technology of optical components, which are currently owned by the Company and our group companies, to Tochigi
Nikon Corporation that is our consolidated subsidiary.
This allows our group to strengthen manufacturing technology of optical components as well as improving theefficiency of our production system, making contributions to maximize the our group products’ competitiveness.

2. Overview of restructuring the organization
Operation currently engaged by Lens Production Department, Production Technology Sector of Core Technology
Division of the Company and Lens Production Department of Tochigi Nikon Precision Co., Ltd. will be transferredto Tochigi Nikon Corporation via the absorption-type company split. In the same manner, Kurobane Nikon Co., Ltdwill be merged by absorption to Tochigi Nikon Corporation. After this absorption-type merger, Kurobane Nikon Co.,Ltd will extinct.

BeforeSplitcompany

Nikon

Tochigi Nikon

Disappearing
company

Splitcompany

Kurobane Nikon

Tochigi Nikon
Precision(A）Lens Production Department,Production
Technology
Sector of Core Technology
Division（B）Lens Production
Department

All operation exceptfor（B）

All operation except for（A）

AfterNikon

Tochigi NikonTochigi Nikon
Precision

Newly integrated company
Succeeding and surviving company

3. Outline of company split of the Company and Tochigi Nikon Corporation(1) ScheduleContract date
Effective dateNovember 8, 2016
February 1, 2017 (plan)

Note: This company split is applicable to short-form absorption-type company split stipulated in Article 784,
Paragraph 2 of the Companies Act: therefore, this absorption-type company split contract is executable without
an approval by our Shareholders’ meeting.

(2) Method of the company splitThe method of the company split is an absorption-type company split between the Company as the split company
and Tochigi Nikon Corporation as the succeeding company.

(3) Allocation related to the company split
There will be no share or money allocation by this company split.

(4) Handling of the stock acquisition rights and bonds with share options by the company split
This company split will not change the handling of stock acquisition rights.
The Company has not issued any bonds with share options at present.

(5) Capital that may be increased/decreased by the company split
There will be no increase/decrease in the capital by this company split.

(6) Claims and obligations succeeded by the succeeding company
The succeeding company will succeed the claims and obligations that are attached to the assets and liabilities thatwill be split and transferred to the succeeding company, except those that will be decided not to be succeeded by theabsorption-type company split contract.
The obligations will be succeeded by the cumulative assumption of obligations.

(7) Expectation toward Fulfillment of obligations。
Both split company and succeeding company observe no problems in fulfilling the obligations to be borne by thiscompany split.

(8) Profile of split and succeeding companies
Split company（as of September 30, 2016）

Succeeding company（as of September 30, 2016）(1) Name

NIKON CORPORATION

Tochigi Nikon Corporation(2) Address

2-15-3, Konan, Minato-ku, Tokyo

770, Midori, Otawara, Tochigi(3) Representative

President

President

Representative Director

Representative Director

Kazuo Ushida

Yoshiharu Shiokama(4) Outline of business

Manufactureandsalesofoptical

Manufacture of interchangeable lenses

instruments

and optical lenses(5) Capital (million yen)

65,475363(6) Date of establishment

July 25, 1917

July 30, 1947

(7) Number of shares issued

400,878,921 shares

6,935,000 shares(8) Fiscal year end

March 31
Japan Trustee Services Bank,Ltd. (Trust Account)
The Master Trust Bank ofJapan, Ltd. (Trust Account)
Meiji Yasuda Life Insurance
Company
Japan Trustee Services Bank,Ltd. (Trust Account 9)
The Bank of Tokyo-Mitsubishi
UFJ, Ltd.

(9) Major shareholders and ratio(10) Financial conditions,

March 31
7.12%
6.86%
4.87%

100%

2.12%
1.84%

Fiscal year ended March 31, 2016

Operating results

NIKON CORPORATION

Fiscal year ended March 31, 2016

(Consolidated)

Net asset (million yen)

528,280

Total assets (million yen)

8,450

966,578

13,888

1,328.68 yen

1,218.59 yen

Net sales (million yen)

819,388

23,599Operating income (million yen)

31,6981,005

Ordinary income (million yen)

37,8681,133

18,254741

46.05 yen

106.97 yen

Net asset per share

Netincomeattributable

toowners of parent (million yen)
Basic net income per share(9) Business activity of the division to be split or succeeded
Operations related to manufacturing of optics and precision components that are handled by Lens Production
Department, Production Technology Sector of Core Technology Division, the Company.

(10) Operating result of the division to be split or succeeded
The division to be split or succeeded supplies optical components only to our group companies. No operation records
are available regarding transactions with other companies outside our group.

(11) Asset and liability to be split or succeeded (estimation)
Asset (million yen)
Liability (million yen)

3,727
2,331

The amounts above are as of September 30, 2016, and subject to change by the date of company split(12) Situation of the split company after the company split
There will be no changes in the company name, address, title and name of the representative, outline of business,
capital, and the fiscal year end by this company split.

(13) Situation of the succeeding company after the company split(1) Name

Tochigi Nikon Corporation(2) Address

770, Midori, Otawara, Tochigi(3) Representative

President and Representative Director(4) Outline of business

Manufacture of interchangeable lenses and optical lenses(5) Capital (million yen)363

(6) Fiscal year end

March 31

Hiroshi Nakamura(14) Future Outlook
This company split will not have a significant impact on the Company’s both consolidated and non-consolidated
financial performances.

Reference: Restructuring the organization between consolidated subsidiaries
1. Outline of company split of Tochigi Nikon Precision Co., Ltd. and Tochigi Nikon Corporation(1) schedule
Contract date
Effective dateNovember 8, 2016
February 1, 2017 (plan)(2) Method of the company split
The method of the company split is an absorption-type company split between Tochigi Nikon Precision Co., Ltd.asthe split company and Tochigi Nikon Corporation as the succeeding company.

(3) Allocation related to the company split
There will be no share or money allocation by this company split.

(4) Handling of the stock acquisition rights and bonds with share options by the company split
Tochigi Nikon Precision Co., Ltd. has not issued any stock acquisition rights and bonds with share options at present.

(5) Profile of split and succeeding companies
Split company（as of September 30, 2016）

Succeeding company（as of September 30, 2016）(1) Name

Tochigi Nikon Precision Co., Ltd.

Tochigi Nikon Corporation(2) Address

760, Midori, Otawara, Tochigi

770, Midori, Otawara, Tochigi(3) Representative

President

President

Representative Director

Representative Director

Hisamitsu Kita
Manufacture of devices and lenses forsemiconductor / FPD lithographysystems

Yoshiharu Shiokama
Manufacture of interchangeable lenses
and optical lenses(5) Capital (million yen)425363(6) Date of establishment

April 2, 2007

July 30, 1947

(7) Number of shares issued

8,500,000 shares

6,935,000 shares(8) Fiscal year end(9) Major shareholders and ratio

March 31NIKON CORPORATION(4) Outline of business(10) Financial conditions,100%

Fiscal year ended March 31, 2016

March 31
NIKON CORPORATION

100%

Fiscal year ended March 31, 2016

Operating results
Net asset (million yen)

6,406

Total assets (million yen)

8,450

15,165

13,888753.65 yen

1,218.59 yen

Net sales (million yen)

22,262

23,599Operating income (million yen)

1,346

1,005

Ordinary income (million yen)

1,383

1,133

Net asset per share

Net income (million yen)

1,019

741

Basic net income per share

119.93 yen

106.97 yen(6) Business activity of the division to be split or succeededOperations related to manufacturing of projection lenses for semiconductor/FPD lithography systems by Lens
Production Department of Tochigi Nikon Precision Co., Ltd..

2. Outline of merger between Kurobane Nikon Co., Ltd and Tochigi Nikon Corporation(1) Schedule
Contract date
Effective dateNovember 8, 2016
February 1, 2017 (plan)(2) Method of the merger
Kurobane Nikon Co., Ltd will be merged by absorption to Tochigi Nikon Corporation. After this merger byabsorption, Kurobane Nikon Co., Ltd will extinct.

(3) Allocation related to the merger
There will be no share or money allocation by this merger.

(4) Handling of the stock acquisition rights and bonds with share options by the merger
Kurobane Nikon Co., Ltd has not issued any stock acquisition rights and bonds with share options at present.

(5) Profile of companies in the merger
Disappearing company（as of September 30, 2016）

Surviving company（as of September 30, 2016）(1) Name

Kurobane Nikon Co., Ltd.

Tochigi Nikon Corporation(2) Address

1434,Kurobanemuko-machi,

770, Midori, Otawara, Tochigi

Otawara, Tochigi(3) Representative(4) Outline of businessPresident

President

Representative Director

Representative Director

Noboru Takashita

Yoshiharu Shiokama

Manufacture of objective lenses for
instruments,

microscopes/measuring

Manufacture of interchangeable lenses
and optical lenses

and optical components(5) Capital (million yen)100363(6) Date of establishment

July 1, 1974

July 30, 1947

(7) Number of shares issued

200,000 shares

6,935,000 shares(8) Fiscal year end

March 31

March 31(9) Major shareholders and ratio

NIKON CORPORATION(10) Financial conditions,

100%Fiscal year ended March 31, 2016

NIKON CORPORATION

100%

Fiscal year ended March 31, 2016

Operating results
Net asset (million yen)

819

8,450

Total assets (million yen)

2,138

13,8884,096.82 yen

1,218.59 yen

3,657

23,599Operating income (million yen)

160

1,005

Ordinary income (million yen)

184

1,133

Net income (million yen)

150

741

Basic net income per share

750.93 yen

106.97 yen

Net asset per share
Net sales (million yen)