(Tokyo Stock Exchange Code: 6306)

The 159th Business Year
Notice of Convocation of theOrdinary General Shareholders’ Meeting
Time and Date

Friday, June 24, 2022
10:00 a.m.
Venue

1st Floor hall, Head of Techno
Center, Nikko Co., Ltd.
Please refer to the map of the venue at theend of this notice in attending the Meeting.

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

Resolutions
Proposal 1
Proposal 2
Proposal 3
Proposal 4

Appropriation of Surplus from the 159th
Business Year
Partial Amendment to the Articles ofIncorporation
Election of Nine Directors
Election of One Audit & Supervisory Board
MemberDeadline for exercising voting rights in writing (mail) or via the internet.

Thursday, June 23, 2021
Till 5 p.m.

Nikko Co., Ltd.

your voting rights ahead of the meeting.

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

To Shareholders:(Tokyo Stock Exchange Code: 6306)
June 8, 2022
1013-1, Eigashima, Okubo-cho, Akashi-shi, Hyogo Prefecture

Nikko Co., Ltd.

Representative Director and President Masaru Tsuji

Notice of Convocation of the 159th Ordinary General Shareholders’ Meeting

We deeply thank you for your continued support.
We would like to notify you of the 159th Ordinary General Shareholders’ Meeting of Nikko Co., Ltd., which will be held as
described below.
If you are unable to attend the meeting, you may exercise your voting rights using one of the methods explained from thefollowing page onwards. Please consider the reference materials attached to this notice and exercise your voting rights.
Meeting Details

1Time and
Date

2

Venue

From 10:00 a.m., Friday, June 24, 2022
1st Floor Hall, Techno Center, Nikko Co., Ltd.
1013-1, Eigashima, Okubo-cho, Akashi-shi, Hyogo Prefecture
If you are attending the Meeting, please refer to the map of the venue at the end of this notice.

Reports
3

Meeting
agenda

1. Business report, consolidated financial statements and non-consolidated financial
statements for the 159th business year (from April 1, 2021 to March 31, 2022)
2. Results of the audits of the consolidated financial statements for the 159th businessyear (from April 1, 2021 to March 31, 2022) by the Independent Auditor and Audit &Supervisory Board

Proposal 1: Appropriation of Surplus from the 159th Business Year
Proposal 2: Partial Amendment to the Articles of Incorporation
Resolutions
Proposal 3: Election of Nine Directors
Proposal 4: Election of One Audit & Supervisory Board Member◎ When you arrive at the venue, please submit the enclosed Voting Rights Exercise Form at the reception desk at the venue.
◎ The following items have been posted on the Company’s website (https://www.nikko-net.co.jp/soukai/) in accordance with the relevant laws and regulations as well as Article 16 of theCompany’s Articles of Incorporation and are not included in this notice of convocation. Therefore, the attachment to the notice of convocation are portions of the statements audited by
the Audit & Supervisory Board Members and the Independent Auditors in their preparation of the accounting audit report.
(i) Systems necessary to ensure that the execution of the duties by the Directors complies with applicable laws and regulations and the Articles of Incorporation, and to ensure that theother operations of Nikko Co., Ltd. and the operations of the group of enterprises consisting of Nikko Co., Ltd. and its subsidiaries are appropriate, overview of the operation of theinternal control system and the basic policy regarding the control by the stock company of the Company’s System and Policy of the Business Report(ii) Consolidated Statements of Changes in Equity of the Consolidated Financial Statements and Notes to the Consolidated Statements(iii) Non-consolidated Statements of Changes in Equity of the Financial Statements and Notes to the Statements◎ If any revisions are made to the Business Report, Consolidated and Non-consolidated Financial Statements and the reference materials for the meeting, the corrected materials will be
posted on the Company’s above website.

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

Attending the Ordinary
General Shareholders’Meeting in person

Exercise of voting
rights in writing(postal mail)Exercise of voting
rights via the internet

Please submit the enclosed Voting Rights Exercise Form at
the reception desk.

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

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

Time and Date

Deadline for exercising voting rights:

Deadline for exercising voting rights:

Friday, June 24, 2022

Thursday, June 23, 2022
The voting rights arriving by
5:00 p.m. will be accepted.

Thursday, June 23, 2022
Input need be completed by
5:00 p.m.

10:00 a.m.

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

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

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

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

“Disapprove” field.

Proposals 1, 2 and 4● If you approve theproposal*The Voting Rights Exercise Form is a representative image.

● If you disapprove theDraw a circle (○) in the“Approve” field.
Draw a circle (○) in the“Disapprove”
If you exercise your voting rights both in writing (mail) and via the internet,
proposal
the voting rights exercised via the internet are accepted as the valid exercise of voting rights.
If you exercise your voting rights over several times via the internet, the final entry is accepted as the valid exercise of voting rights.

3field.

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

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

Voting right
exercise website

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

Date of the General
Shareholders’ Meeting

Number of voting rights

Number of shares you holdas of the record day
Number of voting rights

Access the voting right exercise website.

XX shares
XX units

Enter the log-in ID and temporary password in the Voting
Rights Exercise Form and click.

MMM DD, YYYY

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

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

To log in to the website for the procedures regarding the shareholders’meeting.
(Shareholder registry administrator) Stock Transfer Agency Department,
Mitsubishi UFJ Trust and Banking Corporation■Log in
Input login ID and password and click “Log in.”
(Enter four digits each)(single-byte characters)

Log-in ID
Passwordor temporary password(single-byte characters)

To change the password, input your log-in ID and registered password and then click“Change password.”*“QR code” is a registered trademark of Denso Wave Incorporated.

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

Log inChange password

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

Inquiries
Mitsubishi UFJ Trust andBanking Corporation
Stock Transfer Agency
Department(For inquiries regarding theprocedures regarding theshareholders’ meeting)Tel: 0120-173-027(toll free)

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

(For inquiries regarding
general shareholder affairs)
Tel: 0120-232-711(toll free)■Apply for log-in ID
If you wish for issuance of a log-in ID, click “Apply for ID.”

Voting Rights Exercise
WebsiteApply for ID

It is available only for the shareholders of the companies that have adopted the digitization of the convocation notice.
Some companies may suspend issuance of IDs due to restrictions related to the schedule of the Ordinary General Shareholders’ Meeting.

Nikko Co., Ltd.
How to express your approval / disapprovalof proposals
The First Ordinary General Shareholders’Meeting
Date: March 31, 2018
Shareholder No. 100000001
Number of voting rights that can be exercised:
10
The Company approves the exercising of voting
rights by the shareholder in accordance with the
instructions of this screen. Please select theapplicable item and move on to the next screen.

Register a “new password.”

To approve all proposals by the Company anddisapprove all proposals by shareholders
To Confirmation
ScreenMitsubishi UFJ Trust and Banking Corporation

To input approval and disapproval individually of
proposals by the Company and shareholders- How to Use This Website- Mitsubishi UFJ Trustand Banking
Corporation
Homepage(Request for Various
Forms)To Enter Approval /Disapproval

Agenda Contents

Current password
New password
New password (for confirmation)

Agenda Contents(English)Inquiries
Mitsubishi UFJ Trust andBanking Corporation
Stock Transfer Agency
Department(For inquiries regarding theprocedures regarding theshareholders’ meeting)Tel: 0120-173-027(toll free)

You can log in using the QR code only
once.

(For inquiries regarding
general shareholder affairs)
Tel: 0120-232-711(toll free)If you wish to exercise the voting rights again or exercise
the voting rights without using the QR code, see “How toenter login ID and temporary password” on the right.
Should you have any question or inquiry on how to
operate a PC, smartphone or mobile phone forexercising your voting rights via the internet, pleasecontact the helpdesk telephone number on the right.

Change password

Change the password. Enter your current password and new password (a password of
your choice).
- For confirmation, enter the same password in the “New password” and “Newpassword (for confirmation).”- The new password is enabled by clicking “Send.”(single-byte characters)(single-byte characters)(single-byte characters)
Send

Input single-byte letters of alphabet, numbers, and symbols at least eight characters andno more than 12 characters using all three types of characters.

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

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

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

*The operation screen is a representative image.

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

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

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

4

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

Proposal 1 Appropriation of Surplus from the 159th Business Year
The Company recognizes appropriate returns of profit to shareholders as one of the important management
issues. Its basic policy is to decide the amount of dividends by comprehensively considering requirements forenhancement of internal reserve, etc., while intending, in principle, to pay dividends by reflecting its businessperformance for the concerned period.
Under this basic policy, the Company sets the year-end dividend for the current business year as described
below.
Matters regarding year-end dividends(1) Type of dividend property
Cash(2) Matters regarding appropriation of the dividend property to shareholders and its total amount
15.00 yen per share of common stock 573,387,975 yen in total(3) Effective date of dividend of surplus
June 27, 2022
As a result, annual dividend for the current fiscal year including interim dividend is 30.00 yen per share ofcommon stock.

5

Proposal 2: Partial Amendment to the Articles of Incorporation
1. Reasons for the amendment The amended provisions stipulated in the proviso of Article 1 of the
supplementary provisions of the “Act Partially Amending the Companies Act” (Article 70 of 2019) will be
enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system forelectronic provision of materials for the General Shareholders’ Meeting, the Articles of Incorporation of theCompany shall be amended as follows.
(1) The proposed Article 16 (Measures for Electronic Provision, Etc.) shall be newly established as it
becomes mandatory to stipulate the electronic provision of information contained in the referencematerials for the General Shareholders’ Meeting in the Articles of Incorporation, and to establish aprovision to limit the scope of matters included in the paper copy to be sent to shareholders who haverequested it to be within the scope provided in the Ordinance of the Ministry of Justice.
(2) Once the system for electronic provision of the reference materials for the General Shareholders’ Meetingis introduced, Article 16 (Internet Disclosure and Deemed Provision of Reference Materials for the
Meeting of Shareholders, Etc.) of the current Articles of Incorporation will become unnecessary and will
therefore be deleted.
(3) This is to newly establish supplementary provisions related to the effectiveness of the above establishedand deleted provisions. The supplementary provisions shall be deleted after the due date.
2. Details of the amendment
The details of the amendment are as described below.
Current Articles of Incorporation
Article 16 (Internet Disclosure and Deemed Provision ofReference Materials for the General Shareholders’Meeting, Etc.)(The part to be amended is underlined.)
Proposed Amendment(Deleted)

The Company may, when convening a General
Shareholders’ Meeting, deem that it has provided
information to shareholders pertaining to matters thatare to be described or indicated in the referencematerials for the General Shareholders’ Meeting, thebusiness report, the non-consolidated financial
statements, and the consolidated financial statements,
by disclosing such information through the internet inaccordance with the provisions provided in the
Ordinance of the Ministry of Justice.

6

(Newly established)

Article 16 (Measures for Electronic Provision, Etc.)
The Company shall, when convening a General
Shareholders’ Meeting, electronically provide
information contained in the reference materials for
the General Shareholders’ Meeting, etc.
Among the matters to be provided electronically, theCompany may choose not to include all or part of thematters stipulated in the Ordinance of the Ministry ofJustice in the paper copy to be sent to shareholders
who have requested it by the record date for voting
rights.

(Newly established)

Supplementary provisions (Transitional Measures
regarding Measures for Electronic Provision, Etc.)
The deletion of Article 16 (Internet Disclosure andDeemed Provision of Reference Materials for the
General Shareholders’ Meeting, Etc.), and the newly
established Article 16 (Measures for Electronic
Provision, Etc.), both of the Articles of Incorporation,
shall come into effect on the date of enforcement of
the amended provisions stipulated in the proviso of
Article 1 of the supplementary provisions of the Act
Partially Amending the Companies Act (Article 70 of2019) (the “Effective Date”). However, Article 16(Internet Disclosure and Deemed Provision ofReference Materials for the General Shareholders’Meeting, Etc.) of the Articles of Incorporation shallremain in force with respect to the General
Shareholders’ Meeting to be held on a date within six
months from the Effective Date.
These supplementary provisions shall be deleted
after six months from the Effective Date, or within six
months but after three months from the date of theGeneral Shareholders’ Meeting set forth in thepreceding paragraph, whichever is later.

7

Proposal 3 Election of Nine Directors
The Company emphasizes on management responsibility of its Directors and its Articles of Incorporation set
the term of their office at one year so as to ask shareholders confidence in them every business year.The
term of office of all nine Directors will expire at the conclusion of this Ordinary General Shareholders’Meeting, and Nikko Co., Ltd. requests to elect nine Directors once again.
Candidates for Directors are as described below.
The number of candidates and the candidates are determined at the Board of Directors upon considerationof a report by the Nomination and Remuneration Committee, which serves as an advisory body to the Boardof Directors.
CandidatenumberName(Date of birth)

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

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

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

Reappointment

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

The number of sharesthe candidate holds in
the Company

117,100 shares[Reason for nomination as candidate for Director]
Takahisa Nishikawa has appropriately supervised the management and taken decisions on important matters as the Representative Director
and President since 2012 and Representative Director and Chairman since April 2019 and has been contributing to business expansion whileworking to improve the corporate value. Given his track record and based on the judgment that he is an appropriate human resource forrealizing continuous improvement in the corporate value of the Company, Nikko Co., Ltd. requests to elect him again as Director.

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

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

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

103,100 shares[Reason for nomination as candidate for Director]
Since 2019, Masaru Tsuji has appropriately supervised the management and taken decisions on important matters as the Representative
Director and President and has formulated and been implementing the Medium-Term Management Plan while working to improve thecorporate value. Given his track record and based on the judgment that he is an appropriate human resource for realizing continuous
improvement in the corporate value of the Company, Nikko Co., Ltd. requests to elect him again as Director.

8

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

The number ofshares thecandidate holds
in the Company

Joined Taiyo-Kobe Bank Limited (current Sumitomo Mitsui Banking
Corporation)
April 2009Manager of Kansai Corporate Solution Sales Department, SMBC
Consulting Co., Ltd.
June 2011
Director of the Company
Manager of Financial Department of the Company
June 2015
Manager of Financial Department and legal affairs and Information Centerin-charge of the Company
June 2018
Managing Director of the Company (current)
General Manager of Financial Division of the Company
April 2020
General Manager of Financial Division and security export control in-chargeof the Company
April 2021
General Manager of Administrative Division, General Manager of Financial
Department, and security export control in-charge of the Company
May 2021
General Manager of Administrative Division and security export control incharge of the Company (current)June 2021 Senior Managing Director, theCompany (current)<Important concurrent position>
Representative Director and President, Nikko Kosan Co., Ltd.
Representative Director and President, Nikko Baumaschinen GmbH61,900 shares

Name(Date of birth)
April 1982

HiroshiFujii
3(Date of birth:January 16, 1959)
Reappointment[Reason for nomination as candidate for Director]
Hiroyuki Sakurai has appropriately supervised the management and taken decisions on important matters as Director, been in charge ofadministration of corporate planning and general affairs as Managing Director, and driven forward the management plan. Given his trackrecord and based on the judgment that he is an appropriate human resource for realizing continuous improvement in the corporate value of
the Company, Nikko Co., Ltd. requests to elect him again as Director.
April 1982
January 2011
July 2013

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

June 2015

April 2016
April 2018

Reappointment
April 2019
June 2019

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

38,960 shares[Reason for nomination as candidate for Director]
Tomomi Nakayama has appropriately supervised the management and taken decisions on important matters as Director, been in charge of
the Business Division as Director, taken initiative in sales strategies, and driven forward management plans. Given this track record, theCompany, based on the judgment that he is an appropriate human resource for realizing continuous improvement in corporate values,
requests to elect him again as Director.

9Candidate
numberName(Date of birth)

MinoruTanaka5(Date of birth:
December 18, 1960)
Reappointment

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

Joined Nikko Co., Ltd.
Branch Manager, Tohoku Branch, the Company
Director, Tokyo Service Center, the Company
Executive Officer, the Company
Manager, Service Planning Department, the Company (current)
June 2019
Senior Executive Officer, the Company (current)
June 2021
Director, the Company (current)Manager, Service Planning Department, Business Division, theCompany (current)<Important concurrent position>
Representative Director and President, Nikko Electronics Co., Ltd.

The number of sharesthe candidate holds in
the Company

April 1981
October 2007
April 2010
June 2012

35,600 shares[Reason for nomination as candidate for Director]
Minoru Tanaka has appropriately supervised the management and taken decisions on important matters as Director, been in charge of theMaintenance Service Business, the Company’s mainstay, as Director, taken initiative in business strategies for the Maintenance Service
divisions, and driven forward the management plan. Given this track record, the Company, based on the judgment that he is an appropriate
human resource for realizing continuous improvement in corporate values, requests to elect him again as Director.

TsutomuYuasa
6(Date of birth:
June 27, 1946)

April 1970
April 2002
July 2002
July 2005
July 2008
July 2014
June 2016

Joined Matsushita Electric Industrial Co., Ltd. (current Panasonic
Corporation)
Joined Rock Field Co., Ltd.
Director of Rock Field Co., Ltd.
Managing Director of Rock Field Co., Ltd.
Representative Senior Managing Director of Rock Field Co., Ltd.
Vice-Chairman of the Board of Directors of Rock Field Co., Ltd.
Outside Director of the Company (current)

5,000 shares

Reappointment[Reason for nomination as candidate for Outside Director and expected roles]
Having been engaged in corporate management as a director of an operating company over many years, Tsutomu Yuasa has extensive
knowledge and experience, which the Company expects to be reflected in its management. Further, the Company believes that it is necessary
for its future development to incorporate his diverse opinions regarding financial and accounting as well as ICT, in which he is well-versed,
and expects him to offer appropriate supervision of and advices on its business execution.

10

Candidate
numberName(Date of birth)

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

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

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

Joined the Ministry of Foreign Affairs of Japan
Executive Assistant to the Minister for Foreign Affairs
Minister, Embassy of Japan in the UK
Minister, Embassy of Japan in the United States of America
Director-General, International Legal Affairs Bureau, the Ministry ofForeign Affairs of Japan
Ambassador Extraordinary and Plenipotentiary of Japan to theKingdom of Belgium
Ambassador Extraordinary and Plenipotentiary of Japan to the
Republic of Indonesia
Retired from the Ministry of Foreign Affairs of Japan
Outside Director, the Company (current)

The number of sharesthe candidate holds in
the Company

None[Reason for nomination as candidate for Outside Director and expected roles]
Having served in a number of key positions at the Ministry of Foreign Affairs over many years, Masafumi Ishii has extensive knowledge ofinternational affairs based on his abundant international experience as well as understanding of the Asian region, where the Company aims to
expand its business in the future. He is expected to offer diverse and wide-ranging advices and appropriately supervise its businessexecution. While he has not been involved in corporate management in the past, the Company requests to elect him again as Outside
Director based on the judgment that he is an appropriate human resource for realizing continuous improvement in corporate values given theabove reasons, track record, and expectations.

Rika Saeki April 2002
(Date of birth:
February 27, 1961)

8

Reappointment

Established Usystem LLC (current Usystem Co., Ltd.)
Representative Director, Usystem co.,ltd. (current)
June 2021
Outside Director, the Company (current)<Important concurrent position>
Representative Director, Usystem co.,ltd.

None[Reason for nomination as candidate for Outside Director and expected roles]
Having been engaged in corporate management as the founder and manager of an operating company, Rika Saeki has extensive knowledge
and experience, which the Company expects to be reflected in its management. Further, the Company believes that it is necessary for its
future development to incorporate her knowledge of ICT, which is her main business, and her diverse opinions from the diversity perspective,and expects her to offer appropriate supervision of and advices on its business execution. Based on the above reasons, track record, andexpectations, the Company has judged her to be an appropriate human resource for realizing continuous improvement in its corporate values
and requests to elect her again as an Outside Director.

11

Candidate
numberName(Date of birth)

Brief personal history, position and responsibility at Nikko Co., Ltd.
(important concurrent positions)
April 1980

Joined Taiyo-Kobe Bank Limited (currently, Sumitomo Mitsui

April 2010

Executive Officer and Manager of Internal Audit Department,

The number of sharesthe candidate holds in
the Company

Banking Corporation)

Shigeru
Sadakari

Sumitomo Mitsui Banking Corporation
May 2011

Managing Executive Officer, The Minato Bank, Ltd.

April 2013

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

9

(Date of birth:
September 22, 1957)

June 2015

Representative Director and Vice President, Kobe Tochi

New appointment

June 2016

Representative Director and President, Kobe Maintenance of

None

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

Outside Audit & Supervisory Board Member of the Company(current)[Reason for nomination as candidate for Outside Director and expected roles]Having been engaged in corporate management at financial
institutions and operating companies over many years, Shigeru Sadakari has extensive knowledge and experience, which the Company
expects to be reflected in its management. Further, the Company believes that it is necessary for its future development to incorporate hisdiverse opinions regarding financial and accounting, in which he is well-versed, and expects him to offer appropriate supervision of andadvices on its business execution. Based on the above reasons, track record, and expectations, the Company requests to elect him newly as
Outside Director. If appointed, he is expected to engage in the selection of officer candidates and decision on the remuneration for officers asa Nomination and Remuneration Committee member from an objective and neutral standpoint.
(Notes)1.
There is no special interest between Nikko Co., Ltd. and each of the candidates.
2.
Tsutomu Yuasa, Masafumi Ishii, Rika Saeki, and Shigeru Sadakari are candidates for Outside Director.
3.
Nikko Co., Ltd. has reported to the Tokyo Stock Exchange that Tsutomu Yuasa, Masafumi Ishii, Rika Saeki, and Shigeru Sadakari as Independent
Directors, whose designation is required by the exchange as directors who do not cause conflict of interests with general shareholders. If all four arereappointed, the Company plans to continue to designate them as Independent Directors.
4.
Tsutomu Yuasa currently serves as an Outside Director. His term of office will be six years at the conclusion of this Ordinary General Shareholders’Meeting. Masafumi Ishii and Rika Saeki currently serve as Outside Directors. Their terms of office will be one year each at the conclusion of this Ordinary
General Shareholders’ Meeting. Shigeru Sadakari currently serves as an Outside Audit & Supervisory Board Member. His term of office will be three years
at the conclusion of this Ordinary General Shareholders’ Meeting. He will resign as Audit & Supervisory Board Member at the conclusion of this Ordinary
General Shareholders’ Meeting.
5.
Nikko Co., Ltd. has entered into agreements with Tsutomu Yuasa, Masafumi Ishii, and Rika Saeki to limit their liability for damages and the maximum
amount of their liability under these agreements is the amount provided for in laws and regulations. Upon approval of their election, the Company plans tocontinue these agreements with them. Nikko Co., Ltd. has entered into an agreement with Shigeru Sadakari to limit his liability for damages as an Outside
Audit & Supervisory Board Member and the maximum amount of his liability under the agreement is the amount provided for in laws and regulations. If he iselected as an Outside Director, the Company plans to once again sign an agreement to limit his liability as an Outside Director for damages and the
maximum amount of his liability under the agreement will be the amount provided for in laws and regulations.
6.
The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3 (1) of the Companies Act with aninsurance company and the insurance policy covers liability of the insured including Directors arising from the performance of their duties and damage
claims put forward pertaining to the pursuit of the said liability. If the candidates are elected as Directors and take office, they become the insured of the said
insurance policy. The Company plans to keep the contents of the said insurance policy unchanged in the next renewal.
7.
At the moment, the Company does not plan to sign an indemnity agreement based on Article 430-2 (1) of the Companies Act with each of thecandidates.
8.
Rika Saeki is expected to be appointed Director of Kobe Commerce, Industry and Trade Center on June 29, 2022.

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Proposal 4: Election of One Audit & Supervisory Board Member
Audit & Supervisory Board Member Shigeru Sadakari will resign at the conclusion of this Ordinary General
Shareholders’ Meeting, and Nikko Co., Ltd. requests to elect one Audit & Supervisory Board Member as a
substitute. The term of office of an Audit & Supervisory Board Member elected as a substitute shall expire
with the term of office of his or her predecessor, which is the conclusion of the 160th Ordinary General
Shareholders’ Meeting to be held in June 2023.
The candidate for Audit & Supervisory Board Member is as described below.
The candidates are determined at the Board of Directors upon consideration of a report by the Nomination
and Remuneration Committee, which serves as an advisory body to the Board of Directors, with the consent
of Audit & Supervisory Board.
Name(Date of birth)

Koji Yoneda(Date of birth:
February 17, 1957)

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

April 1990

Certified as attorney
Joined Motohara & Tanaka Law Office (current Tamon
Law Office) (current Tamon Law Office) (current)

The number of sharesthe candidate holds in the
CompanyNone

New appointment[Reason for nomination as candidate for substitute Audit & Supervisory Board Member]
Koji Yoneda has been nominated as a candidate for Outside Audit & Supervisory Board Member so as to leverage his expert knowledge as a lawyer in
audit and for provision of advice regarding the legality of management and execution from an objective and neutral standpoint. While he has not been
involved in managing a company in the past, he has an excellent track record as a lawyer from an expert standpoint and also has deep insight regarding
management. Based on the above reasons, the Company judged that he has the ability to appropriately perform duties of an Outside Audit & Supervisory
Board Member and requests to elect him newly as an Outside Audit & Supervisory Board Member.
(Notes)1.
There is no special interest between Nikko Co., Ltd. and the candidate.
2.
Koji Yoneda is a candidate for an Outside Audit & Supervisory Board Member.
3.
Nikko Co., Ltd. has judged that Koji Yoneda does not have a possibility of conflicts of interest with general shareholders and satisfy therequirements for Independent Director, whose designation is mandated by the Tokyo Stock Exchange, and thereby plans to elect him as an Independent
Director.
4.
If Koji Yoneda is elected, Nikko Co., Ltd. plans to enter into an agreements with him to limit his liability for damages and the maximum amount of
their liability under these agreements will be the amount provided for in laws and regulations.
5.
The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3 (1) of the Companies Act with aninsurance company and the insurance policy covers liability of the insured including Audit & Supervisory Board Member arising from the performance of
their duties and damage claims put forward pertaining to the pursuit of the said liability. If Koji Yoneda is elected as an Audit & Supervisory Board Member
and takes office, he becomes the insured of the said insurance policy. The Company plans to keep the contents of the said insurance policy unchanged in
the next renewal.
6.
At the moment, the Company does not plan to sign an indemnity agreement based on Article 430-2 (1) of the Companies Act with the candidate.

End

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(Reference) Diversity of the Board of Directors and the Audit & Supervisory Board (if Proposal 3 andProposal 4 are approved)
Knowledge and experience the Company expects*
DirectorcandidatenumberName

Independence
Corporate(Outsidemanagement
Directors only)
Business
operation

Industrial
knowledge

Finance andaccounting

Legalcompliance

Overseas
experience

Sales
experience

1

Takahisa
Nishikawa●●

2

Masaru Tsuji

●

●

3

Hiroshi Fujii●

4

Tomomi
Nakayama

●

●

●

5

Minoru Tanaka

●

●

●

6

Tsutomu
Yuasa

●

7

Masafumi Ishii●

8

Rika Saeki●

Engineering Administrative
experience
experience
●

●
●

●

ICT

●

●

●

●

●

●
●

●

●
●

●

●

●

●

Shigeru●●●
Sadakari*The above list does not cover all knowledge and experience the candidates have.
*ICT in the above list denotes information and communication technology.
9●Knowledge and experience the Company expects*
DirectorcandidatenumberName

Independence
Corporate(Outsidemanagement
Directors only)
Business
operation－

Nobutaka
Yasuda－Naoki Ota●－

Tsuyoshi Fukui●－

Koji Yoneda●●

Industrial
knowledge

Finance andaccounting

Legalcompliance

Overseas
experience

●

Sales
experience
●

●

●
●
●

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

14

ICT

Engineering Administrative
experience
experience

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

8．
9．
10．
11．
12．

13．

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

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

Enacted on May 21, 2021

15