(Tokyo Stock Exchange Code: 6306)

The 158th Business Year
Notice of Convocation of theOrdinary General Shareholders’ Meeting
Time and Date

Thursday, June 24, 2021
10:00 a.m.
Venue

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

[Request for refraining from attending themeeting in person]
From the perspective of preventing the spread of the novel coronavirus
infections, we recommend you to exercise your voting rights in advancein writing (mail) or via the internet.
Starting last year, the Company stopped offering souvenirs to theshareholders attending the Ordinary General Shareholders’ Meeting.
We appreciate your kind understanding.

Resolutions
Proposal 1
Proposal 2
Proposal 3
Proposal 4

Appropriation of Surplus from the158th Business Year
Partial Amendment to the Articles ofIncorporation
Election of Nine Directors
Election of One Substitute Audit &Supervisory Board Member

Wednesday, June 25, 2021
Till 5 p.m.

Nikko Co., Ltd.

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, 2021
1013-1, Eigashima, Okubo-cho, Akashi-shi, Hyogo Prefecture

Nikko Co., Ltd.

Representative Director and President Masaru Tsuji

Notice of Convocation of the 158th Ordinary General Shareholders’ Meeting

We deeply thank you for your continued support.
We would like to notify you of the 158th 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.
* the Company no longer offers souvenirs to the shareholders attending the Ordinary General Shareholders’Meeting. We appreciate your kind understanding.
Meeting Details

12Time and
Date

Venue

From 10:00 a.m., Thursday, June 24, 2021
1st Floor Hall, Techno Center, Nikko Co., Ltd.
1013-1, Eigashima, Okubo-cho, Akashi-shi, Hyogo Prefecture
As in the last year, to prevent the spread of the new coronavirus infections and place the utmost priority on the safety of ourshareholders, the Company is to hold the Ordinary General Shareholders’ Meeting at a different, larger venue in another building
within the same premises.
Please refer to the map of the venue at the end of this notice upon attending the meeting.

Reports
3

Meeting
agenda

1. Business report, consolidated financial statements and non-consolidated financial
statements for the 158th business year (from April 1, 2020 to March 31, 2021)
2. Results of the audits of the consolidated financial statements for the 158th businessyear (from April 1, 2020 to March 31, 2021) by the Independent Auditor and Audit &Supervisory Board

Proposal 1: Appropriation of Surplus from the 158th Business Year
Proposal 2: Partial Amendment to the Articles of Incorporation
Resolutions
Proposal 3: Election of Nine Directors
Proposal 4: Election of One Substitute 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.

1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(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:

Thursday, June 24, 2021
10:00 a.m. (the reception desk opens

Wednesday, June 23, 2021
The voting rights arriving by
5:00 p.m. will be accepted.

Wednesday, June 23, 2021
Input need be completed by
5:00 p.m.

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“Disapprove” field.

“Approve” field andenter the number of thecandidate you disapprove.

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

● If you disapprove theproposal

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

If you exercise your voting rights both in writing (mail) and via the internet, 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.

2

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.
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
SampleVoting right
exercise website

Log-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
ScreenTo input approval and disapproval individually of
proposals by the Company and shareholders
To Enter Approval /Disapproval

Agenda Contents

Agenda Contents(English)You can log in using the QR code onlyonce.

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.

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

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.”
Current password
New password
New password (for confirmation)

Inquiries
Mitsubishi UFJ Trust andBanking Corporation
Stock Transfer Agency
Department(For inquiries regarding theprocedures regarding theshareholders’ meeting)Tel: 0120-173-027(toll free)(For inquiries regarding
general shareholder affairs)
Tel: 0120-232-711(toll free)(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.

3

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

Proposal 1 Appropriation of Surplus from the 158th 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
18.00 yen per share of common stock
687,343,320 yen in total(3) Effective date of dividend of surplus
June 25, 2021
As a result, annual dividend for the current fiscal year including interim dividend is 33.00 yen per share ofcommon stock.

4

Proposal 2: Partial Amendment to the Articles of Incorporation
1. Reasons for the amendment
The Company proposes to increase the upper limit of the number of Directors stipulated by Article 19(Number of Directors) of the current Articles of Incorporation by one person, from eight to nine, to further
enhance the management structure and strengthen corporate governance.
2. Details of the amendment
The details of the amendment are as described below.
Current Articles of Incorporation
Article 19 (Number of Directors)
The number of Directors of the Company shall bewithin eight.

(The part to be amended is underlined.)
Proposed Amendment

Article 19 (Number of Directors)
The number of Directors of the Company shall bewithin nine.

6

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 eight Directors will expire at the conclusion of this Ordinary General Shareholders’Meeting, and Nikko Co., Ltd. requests to elect eight Directors once again.
The candidates for Director are as described below.
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 Nikko Co., Ltd.
Director of Nikko Co., Ltd.
Managing Director of Nikko Co., Ltd.
Representative Director and President of Nikko Co., Ltd.
Representative Director and Chairman (current)
Affiliates in-charge and General Manager of Manufacturing Division of
Nikko Co., Ltd. (current)

The number of sharesthe candidate holds in
the Company

114,000 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 Nikko Co., Ltd.
Director of Nikko Co., Ltd.
Managing Director of Nikko Co., Ltd.
Senior Managing Director of Nikko Co., Ltd.
General Manager of Business Division of Nikko Co., Ltd.
Representative Director and President of Nikko Co., Ltd. (current)Internal control in-charge and General Manager of Technology
Division of Nikko Co., Ltd. (current)

97,300 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.

6

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

The number of sharesthe candidate holds in
the Company

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

57,400 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
June 2015

Tomomi
Nakayama April 2016
4

(Date of birth:January 10, 1963)

April 2018

Reappointment
April 2019
June 2019

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

35,860 shares[Reason for nomination as candidate for Director]
Tomomi Nakayama has appropriately supervised the management and taken decisions on important matters as Director, been in charge of
the Business Division as 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.

7

Candidate
numberName(Date of birth)

MinoruTanaka5(Date of birth:
December 18, 1960)
New appointment

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

April 1981
Joined Nikko Co., Ltd.
October 2007
Branch Manager, Tohoku Branch, the Company
April 2010
Director, Tokyo Service Center, the Company
June 2012
Executive Officer, the Company
Manager, Service Planning Department, the Company (current)
June 2019Senior Executive Officer, the Company (current)<Important concurrent position>
Representative Director and President, Nikko Electronics Co., Ltd.

The number of sharesthe candidate holds in
the Company

32,500 shares[Reason for nomination as candidate for Director]
Minoru Tanaka has been working in the service division, the Company’s mainstay, for many years, served as Branch Manager and Manager
of Service Planning Department, and is well-versed in its operations. Given this track record, the Company, based on the judgment that he isan appropriate human resource for realizing continuous improvement in corporate values, requests to elect him newly as Director.

NoriakiNagahara(Date of birth:
July 18, 1951)

6

Reappointment

April 1984

Certified as attorney
Joined Harada Law Firm
October 1988
Succeeded Harada Law Firm
January 2007
Established Kobe Jugobankan Law Firm and became Director.
(current)
June 2007
Outside Audit & Supervisory Board Member of Nikko Co., Ltd.
June 2015
Outside Director of Nikko Co., Ltd. (current)<Important concurrent position>
Director, Kobe Jugobankan Law Firm

None

[Reason for nomination as candidate for Outside Director and expected roles]
Noriaki Nagahara was nominated as a candidate for Outside Director so as to leverage his expert insight as a lawyer in management
execution from an objective and neutral standpoint. While he is a candidate whose involvement in managing a company has been only as an
outside director in the past, he has an excellent track record in corporate legal affairs from the expert standpoint as a lawyer and also has
deep insight regarding management. He is expected to offer diverse and wide-ranging advices and appropriately supervise the Company’sbusiness execution. Based on the above reasons, track record, and expectations, the Company requests to elect him again as Outside
Director.

8

Candidate
numberName(Date of birth)

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

Reappointment

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 Nikko Co., Ltd. (current)

The number of sharesthe candidate holds in
the Company

5,000 shares[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. Based on the above reasons, track record, andexpectations, the Company requests to elect him again as Outside Director.

Masafumi
Ishii
8

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

April 1980
February 2002
January 2004
July 2006
January 2013

(Date of birth:
November 3, 1957)

July 2014

New appointment

March 2017
January 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

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 no involvement in managing a company in the past, the Company requests to elect him newly as Outside Director
based on the judgment that he is an appropriate human resource for realizing continuous improvement in corporate values given the above
reasons, track record, and expectations.

9Candidate
numberName(Date of birth)

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

The number of sharesthe candidate holds in
the Company

Rika Saeki

April 2002
Established Usystem LLC (current Usystem Co., Ltd.)(Date of birth: February
Representative Director, Usystem co.,ltd. (current)
27, 1961)<Important concurrent position>
Representative Director, Usystem co.,ltd.
New

9(Note) 1.
2.
3.

4.
5.

6.

7.

None

appointment[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 newly as an Outside Director.
There is no special interest between Nikko Co., Ltd. and each of the candidates.
Noriaki Nagahara, Tsutomu Yuasa, Masafumi Ishii, and Rika Saeki are candidates for Outside Director.
Nikko Co., Ltd. has reported to the Tokyo Stock Exchange that Noriaki Nagahara and Tsutomu Yuasa as Independent Directors, whose
designation is required by the exchange as directors who do not cause conflict of interests with general shareholders. If both are reappointed,
the Company plans to continue to designate them as Independent Directors. Masafumi Ishii and Rika Saeki also satisfy the requirements for an
Independent Director. If both are appointed, the Company plans to report them as Independent Directors.
Noriaki Nagahara currently serves as an Outside Director. His term of office as Outside Audit & Supervisory Board Member was eight years andthat as Outside Director will be six years at the conclusion of this Ordinary General Shareholders’ Meeting. Tsutomu Yuasa currently serves as
an Outside Director. His term of office will be five years at the conclusion of this Ordinary General Shareholders’ Meeting.
Nikko Co., Ltd. has entered into agreements with Noriaki Nagahara and Tsutomu Yuasa 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, theCompany plans to continue these agreements with them. Likewise, if the election of Masafumi Ishii and Rika Saeki is approved, the Company
plans to enter into the same agreements with them.
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 anddamage 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.
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.

10

Proposal 4: Election of One Substitute Audit & Supervisory Board Member
Kenji Kishimoto was elected as a substitute Audit & Supervisory Board Member at the Ordinary General
Shareholders’ Meeting held on June 21, 2019, and the validity of the election is to expire at the start of thisOrdinary General Shareholders’ Meeting. In anticipation of a situation where the number of Audit &Supervisory Board Members falls below that provided for by laws and regulations, the Company requests toelect one substitute Audit & Supervisory Board Member.
Kenji Kishi has been nominated as candidate for a substitute for Audit & Supervisory Board Member
Nobutaka Yasuda.
The validity of the election of a substitute Audit & Supervisory Board Member is subject to cancellation only
before his taking office by the resolution of the Board of Directors with the consent of the Audit & Supervisory
Board.
The validity of the preliminary election of the substitute Audit & Supervisory Board Member is, in accordancewith Article 30 of the Articles of Incorporation, from after this Ordinary General Shareholders’ Meeting till thestart of the Ordinary General Shareholders’ Meeting to be held in two years.
The Audit & Supervisory Board has given its consent for the submission of this proposal.
The candidate for substitute Audit & Supervisory Board Member is as described below.
Name(Date of birth)

Kenji Kishi(Date of birth: June 2, 1959)
Reappointment

Brief personal history, position and responsibility at Nikko Co., Ltd.
(important concurrent positions)
April 1982
April 2001
April 2003
April 2004
October 2014
April 2015

Joined the Company
Leader, Materials Group, Materials Team, Head OfficePlant, the Company
Leader, Human Resources Group, the Company
Manager, General Affairs Department, Human Resources
Division, the Company
Internal Control Department, the Company
Manager, Internal Control Department, the Company(current)

The number of sharesthe candidate holds in the
Company

33,000 shares[Reason for nomination as candidate for substitute Audit & Supervisory Board Member]
Kenji Kishi was engaged in the administrative division over many years and is well-versed in the operations of the Company as Manager of the Internal
Control Department. The Company has judged that, if he takes office as an Audit & Supervisory Board Member, he will appropriately perform audit for
ensuring its soundness by leveraging his insight backed by these experiences, and requests to elect him as a substitute Audit & Supervisory Board
Member.
(Note) There is no special interest between Nikko Co., Ltd. and the candidate.

End

11

Diversity of the Board of Directors and the Audit & Supervisory Board (if Proposal 3 is 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

NoriakiNagahara●

7

Tsutomu
Yuasa

●

8

Masafumi Ishii●

9

Rika Saeki●

ICTEngineering Administrative
experience
experience
●

●
●

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

Independence
Corporate(Outsidemanagement
Directors only)
Business
operation－

Nobutaka
Yasuda－Shigeru
Sadakari●●－

Naoki Ota●●－

Tsuyoshi Fukui●●

Industrial
knowledge

Finance andaccounting

Legalcompliance

Overseas
experience

●

Sales
experience

ICT

Engineering Administrative
experience
experience

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

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