May 19, 2023

Notice Regarding Disposal of Treasury Stock as Restricted Stock Remuneration
and Disposal of Treasury Stock as Performance-based Stock Remuneration
NIKON CORPORATION (“Company”) hereby announces, as described below, that it has resolved at its Board of
Directors meeting held on May 19, 2023 to dispose of treasury stock as restricted stock remuneration (“Disposal ofTreasury Stock (I)”) and to dispose of treasury stock as performance-based stock remuneration (“Disposal of Treasury
Stock (II)”).

1. Overview of Disposal(1) [Details of disposal of treasury stock as restricted stock remuneration](1) Disposal dateJune 19, 2023

(2) Type and number of shares to be disposed of 131,083 shares of common stock of the Company(3) Disposal price

1,540 yen per share(4) Total amount of shares to be disposed of

201,867,820 yen
3 Directors other than those who are Audit and Supervisory
Committee Members (excluding External Directors, otherNon-executive Directors, and non-residents of Japan), 39,330(5) Planned allottees

shares17 Officers (including Executive Fellows and other positions
equivalent to Officer and excluding non-residents of Japan),
91,753 shares
The Disposal of Treasury Stock (I) is conditional upon the(6) Othereffectuation of the securities registration statement filed inaccordance with the Financial Instruments and Exchange Act.

(2) [Details of disposal of treasury stock as performance-based stock remuneration](1) Disposal dateJune 19, 2023

(2) Type and number of shares to be disposed of 48,118 shares of common stock of the Company(3) Disposal price

1,540 yen per share(4) Total amount of shares to be disposed of

74,101,720 yen
3 Directors other than those who are Audit and Supervisory
Committee Members (excluding External Directors, otherNon-executive Directors, and non-residents of Japan), 17,140(5) Planned allottees

shares16 Officers (including Executive Fellows and other positions
equivalent to Officer and excluding non-residents of Japan),
30,978 shares
The Disposal of Treasury Stock (II) is conditional upon the(6) Othereffectuation of the securities registration statement filed inaccordance with the Financial Instruments and Exchange Act.

2. Purpose of and reason for Disposal
In conjunction with the announcement of the new Medium-term Management Plan on April 7, 2022, the Company
resolved at its Board of Directors meeting held on May 20, 2022 to introduce a restricted stock remuneration system(“System I”) and a new performance-based stock remuneration system (“System II”; hereinafter, together with
System I, referred to as “Systems”) for Directors other than those who are Audit and Supervisory Committee
Members (excluding External Directors, other Non-executive Directors, and non-residents of Japan; the same shallapply hereinafter) to replace the previous stock compensation system (performance-based stock remuneration using
the BIP Trust and subscription rights to shares granted as stock-related compensation) in order to provide them an
incentive to achieve the target set forth in the Medium-term Management Plan and to enhance corporate value overthe medium to long term, as well as to further promote greater value sharing with shareholders.
Furthermore, it was approved, at the 158th Annual General Shareholders’ Meeting held on June 29, 2022, that,
separately from monetary compensation to be paid to Directors other than those who are Audit and Supervisory
Committee Members, monetary compensation claims shall be granted to Directors other than those who are Audit
and Supervisory Committee Members under the Systems as remuneration to be used for in-kind contributions todeliver shares of the Company’s common stock that are subject to provisions of a certain transfer restriction period
and grounds for acquisition by the Company without contribution (“Restricted Shares”). The upper limit of theamount of monetary compensation claims to be granted under the System I shall be 100 million yen or less per fiscal
year. Meanwhile, the upper limit of the total amount of monetary compensation claims and cash to be delivered under
the System II shall be the upper limit of the number of Restricted Shares to be delivered per evaluation fiscal year of
110,000 shares, multiplied by the closing price of the Company’s common stock on the Tokyo Stock Exchange on
the business day prior to the date of the resolution by the Board of Directors on the issuance of Restricted Shares tobe delivered under the System II or the disposal of treasury stock (if there is no closing price on such date, the closing
price on the closest preceding trading day (“Paid-in Amount per Share”)). It was also approved that Directors other2

than those who are Audit and Supervisory Committee Members shall receive Restricted Shares by making an in-kind
contribution of the said monetary compensation claims at the time of issuance of shares of the Company’s common
stock or disposal of treasury stock by the Company, and that a period between the date on which a Director other thanthose who are Audit and Supervisory Committee Members receives Restricted Shares and the date on which he/she
retires from any of the positions as Director (including executive officer at a company with three committees) and
Officer (including Executive Fellow and other positions equivalent to Officer) shall be set as the transfer restriction
period. At the same time, the Company also announced that it would pay the same restricted stock remuneration andperformance-based stock remuneration as those to be paid under the Systems to Officers (including Executive Fellows
and other positions equivalent to Officer).
The purpose of the Disposal of Treasury Stock (I) is to, upon the resolution at the Board of Directors meeting held
today, deliver the number of Restricted Shares, which is calculated as (c) in Outline of System I below, to Directors
other than those who are Audit and Supervisory Committee Members and Officers (including Executive Fellows andother positions equivalent to Officers and excluding non-residents of Japan; hereinafter, together with Directors otherthan those who are Audit and Supervisory Committee Members, referred to as “Eligible Directors, etc.”), with thefiscal year started on April 1, 2023 and ending on March 31, 2024 being set as the Service Offering Period (I)(specified in (ii) of (d) in Outline of System I below) under the System I. Restricted Shares subject to the Disposal ofTreasury Stock (I) shall be delivered through the disposal of treasury stock by having Eligible Directors, etc. makean in-kind contribution of monetary compensation claims granted to them as the property to be contributed. This time,
the Company has decided to grant monetary compensation claims totaling 201,867,820 yen and Restricted Shares
totaling 131,083 shares to Eligible Directors, etc., who are the planned allottees, under the System I. The amount ofmonetary compensation claims and the number of Restricted Shares to be granted to each of Eligible Directors, etc.
under the System I have been determined by the Board of Directors by taking comprehensively into account various
circumstances, such as his/her title, content of duties, and responsibilities based on the results of deliberations by theCompensation Committee, in accordance with the calculation method specified in (c) in Outline of System I below.
The purpose of the Disposal of Treasury Stock (II) is to, upon the resolution at the Board of Directors meeting held
today, deliver the number of Restricted Shares, which is calculated as (h) in Outline of System II below, to Eligible
Directors, etc., with the fiscal year started on April 1, 2022 and ended on March 31, 2023 being set as the evaluation
fiscal year (specified in (b) in Outline of System II below) and as the Service Offering Period (II) (specified in (e) in
Outline of System II below) under the System II. Restricted Shares subject to the Disposal of Treasury Stock (II) shallbe delivered through the disposal of treasury stock by having Eligible Directors, etc. make an in-kind contribution ofmonetary compensation claims granted to them as the property to be contributed. This time, the Company has decided
to grant monetary compensation claims totaling 74,101,720 yen and Restricted Shares totaling 48,118 shares to
Eligible Directors, etc., who are the planned allottees, under the System II. The amount of monetary compensation
claims and the number of Restricted Shares to be granted to each of Eligible Directors, etc. under the System II havebeen determined by the Board of Directors based on the results of deliberations by the Compensation Committee, in
accordance with the calculation method specified in (h) in Outline of System II below.
For the issuance of shares of the Company’s common stock or disposal of treasury stock under the Systems, Eligible
Directors, etc. shall enter into an agreement on allotment of Restricted Shares, which also serve as an accountmanagement agreement, (“Allotment Agreement”) with the Company and Mitsubishi UFJ Morgan Stanley Securities
Co., Ltd. The Allotment Agreement shall specify the following:(i) Eligible Directors, etc. shall not transfer, create a security interest on, or otherwise dispose of shares of theCompany’s common stock received under the Allotment Agreement during the predetermined period; and(ii) the Company shall acquire the said shares of common stock without contribution if certain circumstancesarise.

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The Company shall pay monetary compensation claims to be paid under the Systems on conditions such as that eachof Eligible Directors, etc. shall enter into the Allotment Agreement.
The outlines of the Systems are as follows:[Outline of System I](a) Outline
The System I is a compensation system under which shares of the Company’s common stock that are subject toprovisions of a certain transfer restriction period and grounds for acquisition by the Company without
contribution (“Restricted Shares (I)”), are delivered to Eligible Directors, etc.
(b) Upper limits of the amount of compensation and the number of shares to be delivered
Upon resolution by the Board of Directors, the Company shall, in principle, grant monetary compensation claims
to Eligible Directors, etc. every year. Meanwhile, Eligible Directors, etc. shall receive Restricted Shares (I) by
making an in-kind contribution of the said monetary compensation claims at the time of issuance of Restricted
Shares (I) or the disposal of treasury stock by the Company. The amount of monetary compensation claims to be
granted by the Company to eligible Directors shall be determined by the Board of Directors within a range thatis not particularly advantageous to eligible Directors who receive Restricted Shares (I). The total amount of suchmonetary compensation claims to be granted to eligible Directors shall be 100 million yen or less per fiscal year,
which is deemed reasonable in light of the aforementioned purpose, and the number of Restricted Shares (I) to
be delivered to them shall be 150,000 shares or less per fiscal year. Provided, however, that if the total number ofshares issued by the Company increases or decreases as a result of such events as a share consolidation, share
split, or allotment of shares without contribution (“Share Split, etc.”), the said upper limits shall be reasonably
adjusted according to the ratio of Share Split, etc.
(c) Calculation method of shares of the Company’s common stock to be received by Eligible Directors, etc.
The Company shall determine the number of Restricted Shares (I) to be delivered to each of Eligible Directors,
etc. for each fiscal year in accordance with the calculation formula defined below:[Calculation formula for the number of Restricted Shares (I) to be delivered for each fiscal year]
Number of shares to be delivered = Base reference amount by title (*1) ÷ Reference price (*2)
*1 Base reference amount by title shall be determined according to factors such as the title of, content of duties
performed by, and responsibilities of each of Eligible Directors, etc.
*2 Reference price shall be determined at the Board of Directors’ meeting on the issuance of Restricted Shares(I) or the disposal of treasury stock within a range that is not particularly advantageous to Eligible Directors,
etc.
(d) Details of transfer restrictions and lifting of transfer restrictions(i) Details of transfer restrictions
Each of Eligible Directors, etc. shall be, in principle, prohibited from transferring, creating a security intereston, or otherwise disposing of Restricted Shares (I) during the period between the date on which he/she
receives Restricted Shares (I) and the date on which he/she retires from any of the position as Director(including executive officers at a company with three committees) and Officer (including Executive Fellow
and other positions equivalent to Officer) (“Restriction Period (I)”) under an agreement entered into among
the Company, Eligible Directors, etc., and the financial instruments business operator that manages accounts
opened for Restricted Shares (I).

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(ii) Lifting of transfer restrictions
The Company shall lift the transfer restrictions on all of the Restricted Shares (I) upon the expiry ofRestriction Period (I), on condition that each of Eligible Directors, etc. to whom Restricted Shares (I) weredelivered has remained in any of the position as Director (including executive officers at a company withthree committees) and Officer (including Executive Fellow and other positions equivalent to Officer)
throughout a period determined by the Board of Directors (“Service Offering Period (I)”).
If each of Eligible Directors, etc. retires from any of the positions as Director (including executive officers
at a company with three committees) and Officer (including Executive Fellow and other positions equivalent
to Officer) due to a justifiable reason (including the case where he/she has died) during the Service Offering
Period (I), the number of shares on which the transfer restrictions are to be lifted shall be reasonably adjusted
based on the period between the start date of the Service Offering Period (I) and the date of retirement.
(iii) Acquisition without contribution
The Company shall acquire without contribution the remaining share of Restricted Shares (I) on which thetransfer restrictions have not been lifted in accordance with (ii) above.
If each of Eligible Directors, etc. retires from any of the positions as Director (including executive officers
at a company with three committees) and Officer (including Executive Fellow and other positions equivalent
to Officer) without a justifiable reason or if certain other circumstances arise before the lifting of the transfer
restrictions, the Company shall acquire all of the Restricted Shares (I) without contribution immediately
after the circumstance arises.
(iv) Treatment during Reorganization, etc.
If, during the Restriction Period (I), matters relating to a merger agreement under which the Company will
become a dissolving company, a share exchange agreement or a share transfer plan under which theCompany will become a wholly-owned subsidiary of another company, or other certain reorganization, etc.,
are approved at a General Shareholders’ Meeting (or at a Board of Directors meeting in case where approval
at a General Shareholders’ Meeting is not required in relation to the reorganization, etc.) (“Approval for
Reorganization”), the Company shall lift the transfer restrictions on all of the Restricted Shares (I). Provided,
however, that if the Approval for Reorganization is given during the Service Offering Period (I), even if it isduring the Restriction Period (I), the Company shall lift the transfer restrictions on Restricted Shares (I) in
the number determined based on the period between the start date of the Service Offering Period (I) and thedate of the approval and shall acquire without contribution the shares on which the transfer restrictions havenot been lifted.
[Outline of System II](a) Outline
The System II is a compensation system under which a number of shares of the Company’s common stock
calculated based on the degree of accomplishment of performance targets, etc. for each evaluation fiscal year ora monetary amount equivalent to the market value of the Company’s common stock (“Company’s Shares, etc.”)
shall be delivered to Eligible Directors, etc.
(b) Evaluation fiscal year
An evaluation fiscal year under the System II shall be each fiscal year of the period covered by a medium-term
management plan subject to the delivery of Company’s Shares, etc. (“Target Period”; initially, four consecutive
fiscal years from fiscal 2022 to fiscal 2025, and thereafter, multiple consecutive fiscal years, starting from the5fiscal year following the final fiscal year of the previous Target Period, determined separately by the Board of
Directors every time a new medium-term management plan is formulated).
(c) Upper limit of the amount of remuneration, etc.
The Company shall grant monetary compensation claims to Eligible Directors, etc. based on the degree ofaccomplishment of performance targets, etc. for each evaluation fiscal year. Meanwhile, Eligible Directors, etc.
shall receive shares of the Company’s common stock that are subject to provisions of a certain transfer restriction
period and grounds for acquisition by the Company without contribution (“Restricted Shares (II)”) by making an
in-kind contribution of said monetary compensation claims at the time of issuance of Restricted Shares (II) or
disposal of treasury stock. The amount of the said monetary compensation claims shall be the number ofRestricted Shares (II) to be delivered to Eligible Directors, etc., multiplied by the Paid-in Amount per Share.
The upper limit of the total amount of monetary compensation claims and cash to be delivered by the Company
to eligible Directors under the System (II) shall be upper limit of the number of Restricted Shares (II) to bedelivered to eligible Directors per evaluation fiscal year of 110,000 shares as defined in (h) below, multiplied by
the Paid-in Amount per Share.
(d) Details of transfer restrictions
Each of Eligible Directors, etc. shall be, in principle, prohibited from transferring, creating a security interest on,or otherwise disposing of Restricted Shares (II) during the period between the date on which he/she receives
Restricted Shares (II) and the date on which he/she retires from any of the position as Director (including
executive officers at a company with three committees) and Officer (including Executive Fellow and otherpositions equivalent to Officer) (“Restriction Period (II)”) under an agreement entered into among the Company,
Eligible Directors, etc., and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. that manages accounts opened
for Restricted Shares (II).
(e) Lifting of transfer restrictions
The Company shall lift the transfer restrictions on all of the Restricted Shares (II) upon the expiry of Restriction
Period (II), on condition that each of Eligible Directors, etc. to whom Restricted Shares (II) were delivered has
remained in any of the position as Director (including executive officers at a company with three committees)
and Officer (including Executive Fellow and other positions equivalent to Officer) throughout a period
determined by the Board of Directors (“Service Offering Period (II)”).
The Service Offering Period (II) is expected to be from the first day to the last day of each evaluation fiscal year.
However, if the tenure during Service Offering Period (II) is shorter than the entire Service Offering Period (II)due to reasons such as being appointed as Eligible Directors, etc. during Service Offering Period (II), the number
of Restricted Shares (II) to be delivered will be reasonably adjusted.
(f) Acquisition without contribution
The Company shall acquire without contribution the remaining share of Restricted Shares (II) on which thetransfer restrictions have not been lifted in accordance with (e) above.
If each of Eligible Directors, etc. retires from any of the positions as Director (including executive officers at acompany with three committees) and Officer (including Executive Fellow and other positions equivalent to
Officer) without a justifiable reason or if certain other circumstances arise before the lifting of the transfer
restrictions, the Company shall acquire all of the Restricted Shares (II) without contribution immediately after
the circumstance arises.

6(g) Treatment during Reorganization, etc.
If, during the Restriction Period (II), matters relating to a merger agreement under which the Company will
become a dissolving company, a share exchange agreement or a share transfer plan under which the Company
will become a wholly-owned subsidiary of another company, or other certain reorganization, etc., are approved
at a General Shareholders’ Meeting (or at a Board of Directors meeting in case where approval at a General
Shareholders’ Meeting is not required in relation to the reorganization, etc.) (“Approval for Reorganization”), theCompany shall lift the transfer restrictions on all of the Restricted Shares (II).
(h) Calculation method of Company’s Shares, etc. to be received by Eligible Directors, etc.
The Company shall deliver the number of Restricted Shares (II) calculated based on the degree ofaccomplishment of performance targets and title of each of Eligible Directors, etc. for each evaluation fiscal year
during the Target Period to each of Eligible Directors, etc. The number of Restricted Shares (II) to be delivered
to each of Eligible Directors, etc. per evaluation fiscal year shall be determined in accordance with the calculation
formula defined below:[Calculation formula for the number of Restricted Shares (II) to be delivered per evaluation fiscal year]
Number of shares to be delivered = Base number of shares to be delivered by title (*1) ×
Performance-based coefficient (*2)
*1 The base number of shares to be delivered by title shall be determined by the Board of Directors after
deliberation by the Compensation Committee, taking into account factors such as the title of, content of duties
performed by, and responsibilities of each of Eligible Directors, etc.
*2 The degree of accomplishment of each of the evaluation benchmark, namely, financial targets set forth in theMedium-term Management Plan (the degrees of accomplishment of revenues, operating margin, and ROE)
as well as strategic targets (amounts of operating profit derived from growth drivers, and services andcomponents, respectively, and initiatives to strengthen the management base) shall be deliberated by theCompensation Committee, which is chaired by an External Director, and more than half of which consists ofExternal Directors, within a range of 0% to 150%. Then, the performance-based coefficients shall becalculated by totaling the values multiplied by the weightings of respective evaluation benchmarks within arange of 0% to 150%. Points may be added to or subtracted from the performance-based coefficients, which
are calculated as above, within 25 points, respectively, upon decisions of the Compensation Committee andthe Board of Directors in consideration of, among other factors, economic conditions, etc. during each
evaluation fiscal year, and subsequent events and other special circumstances of the Company. Even in suchcase, however, the performance-based coefficients shall be determined within a range of 0 to 150%.

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Weightings of respective evaluation benchmark and the targets set for FY2025 are as follows.
Evaluation benchmark

Weighting

FY2025 target

Financial
Targets

Revenue

25 – 30%700.0 billion yen

Operating profit

25 – 30%

10%

20%

8%

Strategic Targets

ROE (FY2025 only)
Amount of operating profit derived from growth
drivers
Amount of operating profit derived from services
and components

10 – 20%31.0 billion yen

10 – 20%46.0 billion yen

Evaluate the degrees ofaccomplishment of initiatives,
Initiatives to strengthen the management base
10%such as sustainability strategy andhuman capital management, in acomprehensive mannerAmong these evaluation benchmarks, ROE shall only be used for the evaluation for the final fiscal year of aTarget Period. Also, the weightings and targets of respective evaluation benchmarks for the period between fiscal
2022 and fiscal 2024 shall be determined at the beginning of each fiscal year, after deliberations on theirappropriate level to achieving the fiscal 2025 targets by the Compensation Committee, by the Board of Directors
in accordance with the results of the deliberation, taking into account such factors as the state of the Company atthe time.
The upper limit of the number of Restricted Shares (II) to be delivered by the Company to eligible Directors shallbe 110,000 shares per evaluation fiscal year; provided, however, that if the total number of shares issued by theCompany increases or decreases as a result of Share Split, etc., the said upper limit shall be reasonably adjusted
accordance to the ratio of Share Split, etc.
(i) Delivery of Company’s shares, etc. to Eligible Directors, etc.
The Company shall deliver the number of Restricted Shares (II), which is calculated as (h) above, to Eligible
Directors, etc. who remain in service during each evaluation fiscal year in accordance with prescribed procedures
after the end of each evaluation fiscal year in a way described in (c) above.
Provided, however, that if each of Eligible Directors, etc. retires (including the case where he/she has died) before
the delivery date of Restricted Shares (II), the Company shall deliver the amount of cash equivalent to the market
value of the number of shares of the Company’s common stock, obtained by prorating the number of shares tobe delivered, which is calculated as (h) above , based on tenure during each evaluation fiscal year between thestart of each evaluation fiscal year and the date of retirement (in case of death, such cash shall be delivered to a
successor to the rights to delivery of shares, etc.).
If each of Eligible Directors, etc. is a non-resident of Japan who does not have Japanese nationality at the time ofdelivery, cash equivalent to the market value of the number of shares of the Company’s common stock to bedelivered, which is calculated as (h) above, shall be delivered to him/her.
3. Basis for calculation of disposal price and specifics thereof
To eliminate the arbitrariness in the disposal price, the disposal price shall be the closing price of the Company’scommon stock on the Tokyo Stock Exchange on May 18, 2023 (the business day prior to the date of resolution by the
Board of Directors) of 1,540 yen. Since this is the market price immediately prior to the date of resolution by the
Board of Directors, we believe it is reasonable and does not represent a particularly advantageous price.
End of document8