This document has been translated from the Japanese original version for the reference and convenience of non-Japaneseshareholders without any warranty for its accuracy or otherwise. In the event of any discrepancy between this translation
version and the Japanese original version, the Japanese original shall prevail.

Securities identification code: 6376
March 8, 2024

To our shareholders:Toshihiko Kai

President & Chief Executive Officer

NIKKISO CO., LTD.
4-20-3 Ebisu, Shibuya-ku, TokyoNOTICE OF THE 83rd ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 83rd Ordinary General Meeting of Shareholders of NIKKISO CO., LTD.
(the “Company”), which will be held as described below.
In convening the Ordinary General Meeting of Shareholders, we have taken measures to provide
information included in Reference Documents for the General Meeting of Shareholders electronically andposted them on the following three websites on the internet as the “Notice of the 83rd Ordinary General
Meeting of Shareholders.” Please access the following websites to review the Reference Documents.

The Company’s website

https://www.nikkiso.com/ir/stock/shareholders.html

The "Notice of the 83rd Ordinary General Meeting of Shareholders" is also available on thefollowing two websites on the internet.
Japan Exchange Group’s
website (Listed
Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

General Meeting of
Shareholders Website

https://d.sokai.jp/6376/teiji/ (Japanese version only)

If you do not attend the meeting in person, you may exercise your voting rights in advance via theinternet or in writing. Please review the Reference Documents for the General Meeting of
Shareholders posted on the above websites or the Reference Documents shown below (theReference Documents for the General Meeting of Shareholders below are the same as those postedon the websites above), and exercise your voting rights by 5:30 p.m. on Wednesday, March 27, 2024
(Japan Standard Time).

1

Meeting Details

1.

Date and time:2.

Venue:

3.

Purpose:Matters to be Reported:

Thursday, March 28, 2024, at 10:00 a.m. (Japan Standard Time)(The reception desk will open from 9:00 a.m.)
Nikkiso Higashimurayama Office, R&D Center
Multi-Purpose Bldg. 7F, Conference Room
2-16-2 Noguchi-cho, Higashimurayama-shi, Tokyo(1) Business Report and Consolidated Financial Statements for the 83rd Term (from January
1, 2023 to December 31, 2023), as well as the results of audits of the Consolidated
Financial Statements by the Accounting Auditors and the Audit & Supervisory Board(2) Non-Consolidated Financial Statements for the 83rd Term (from January 1, 2023 to
December 31, 2023)
Matters to be Resolved:
Election of nine (9) Directors

4.

Other decisions concerning convocation of this General Meeting of Shareholders(1) If no indication of approval or disapproval of a proposal is made on the voting form, which votes are
exercised in writing, it shall be deemed that each of the items was approved.
(2)

Duplication of votesi)ii)

Voting by multiple methods such as postal mail and the internet, etc.
If votes have been exercised multiple times both by postal mail and via the internet, etc., thevote reaches the Company later will be taken as the validly exercised vote.
However, if votes exercised by postal mail and via the internet, etc. reach at the Company
on the same day, the vote exercised via the internet, etc. will be taken as the validly
exercised vote.
Voting multiple times via the internet
If votes have been exercised multiple times electronically via the internet, etc., the vote
exercised later will be taken as the validly exercised vote.

 The following items are not included in documents to be delivered to shareholders who have requested deliveryof documents (the "Delivery Documents") pursuant to laws and regulations and the Company’s Articles ofIncorporation.
1) “Stock Acquisition Rights, Etc. of the Company,” “Overview of System to Ensure Business Appropriatenessand Operation Status of Said System,” and “Basic Policy for Controlling the Company” in the Business
Report2) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in theConsolidated Financial Statement
3) "Statement of Changes in Shareholder Equity” and “Notes to the Non-Consolidated Financial Statement” in
the Non-Consolidated Financial Statement
Accordingly, the Delivery Documents are a part of the Business Report, Consolidated Financial Statements, and
Non-Consolidated Financial Statements audited when the Audit & Supervisory Board Members and Accounting
Auditors prepare the Audit Report.
 In the event of circumstances requiring amendments to the Electronic Provision Measures Matters, a notice ofsuch amendments as well as the content of the Matters before and after the amendments will be posted on thewebsites on Page 1.) on the internet.

2

Instructions on How to Exercise Voting Rights
Voting rights can be exercised via the following three (3) methods.
If exercising your voting rights via the internet, etc.
Follow the instructions given under “Instructions on How to Exercise Voting Rights via the Internet”(in Japanese only). If you are unsure about exercising your voting rights via the internet, pleasecontact Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank, Limited (in Japaneseonly).
Deadline for exercising
your voting rights:

Must be exercisedby 5:30 p.m. on Wednesday, March 27, 2024 (Japan Standard Time)

If exercising your voting rights by postal mail (voting form)
Please indicate your approval or disapproval of the proposals on the voting form, and then return theform to us by postal mail without affixing a stamp.
Deadline for exercising
your voting rights:

Must be received by the Company
by 5:30 p.m. on Wednesday, March 27, 2024 (Japan Standard Time)If attending the General Meeting of Shareholders
Please submit the voting form at the reception desk of the General Meeting of Shareholders. (Youare not required to sign and affix a seal on this form.)
Date and time: Thursday, March 28, 2024, at 10:00 a.m. (Japan Standard Time)(The reception desk will open from 9:00 a.m.)
Venue: Nikkiso Higashimurayama Office, R&D Center
Multi-Purpose Bldg. 7F, Conference Room
[Requests to Shareholders]*To prevent the spread of COVID-19, the staff of the Company who are administering the General Meeting of
Shareholders will wear masks. Further, alcohol-based sanitizer will be available at venue entrances and exits.

3

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters

Election of nine (9) Directors
At the conclusion of this general meeting, the terms of office of all nine (9) Directors (three (3) of whichbeing Outside Directors) will expire. Accordingly, the Company proposes the election of nine (9)Directors (Includes 3 Outside Directors). The candidates for the position of Directors are as follows. In
accordance with nomination policies and procedures related to the Company’s candidates for the positionof Director, the Board of Directors decided on the nominees based on the consultation of the Nomination
and Compensation Committee, the majority of whose members are Independent Outside Directors andAudit & Supervisory Board Members.
Significant concurrent positions
outside the Company’s Group

Reelection/
New election

Attendance atBoard ofDirectors-[Reelection]

100%(15/15)

Director, Managing
MasaruExecutive Officer,
Yamamura General Manager ofMedical Division-[Reelection]

100%(15/15)

Director, Managing
Executive Officer,
General Manager ofIndustrial Division-[Reelection]90%(10/11)

Director, Executive
Officer, General Manager
Yoshihiko of Nikkiso Institute ofKinoshita Research andTechnology, Responsible
for Quality Assurance-[Reelection]

100%(15/15)

Kenji
Saito

Director, Executive
Officer, General Manager
of Aerospace Division-[Reelection]

100%(15/15)

6Peter
WagnerDirector; CEO and
Director, Cryogenic
Industries, Inc. (theCompany’s consolidated
subsidiary in the UnitedStates)

Outside Director, Proton Green,
LLC[Reelection]

93%(14/15)

7

HarukoHiroseOutside Director

Outside Director, MITSUBISHIGAS CHEMICAL COMPANY,
INC.

[Reelection]

100%(15/15)[Reelection]

100%(15/15)[Reelection]

100%(15/15)

No.

Name

1

Toshihiko
Kai

2

3

4

5

Koichi
Kato

Current position andresponsibilities in the
Company’s Group
President & Chief
Executive Officer

8

MitsuakiNakakubo

Outside Director

Attorney, Partner, Asahi Law
Offices/ Outside Audit &Supervisory Board Member,
Nippon Kodo Holdings Co., Ltd./
Outside Director, FANCLCORPORATION

9

Junko
FukudaOutside Director

Director, The Defense of Green
Earth Foundation

4

Note:
1. Haruko Hirose’s name on the family register is Haruko Makinouchi.
2. As Koichi Kato was newly elected at the 82nd Ordinary General Meeting of Shareholders held on March 30, 2023,
the number of Board of Directors meetings attended is different from other candidates for Director.
3. Junko Fukuda retired as Outside Audit & Supervisory Board Member upon the conclusion of the 82nd Ordinary
General Meeting of Shareholders held on March 30, 2023, and accordingly assumed the office of Outside Director.
Her attendance at Board of Directors meetings covers the Board of Directors meetings held before her resignation
as Outside Audit & Supervisory Board Member as well as those held after her appointment as Outside Director.

5

No.

Name (Date of birth)

Toshihiko Kai(August 19, 1946)[Reelection]

Career summary, Position and Responsibility in the
Company(significant concurrent positions outside the Company)
March 2000

Joined the Company

April 2001

Executive Officer of the Company

April 2002

President, Medical Equipment Unit
(currently Medical Division) of theCompany

June 2003

Director of the Company (present
position)

December 2004

President & Chief Executive Officer of
the Company (present position)

Number of theCompany’s
shares owned

90,098[Position and Responsibility in the Company]
1
President & Chief Executive Officer[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate for Director]
Toshihiko Kai has demonstrated strong leadership and outstanding managerial skills over the years toensure the expansion of business and the strengthening of its foundation in order to achieve sustainablegrowth of the Nikkiso Group (“Group”) and to enhance corporate value over the medium to long term. He
has been nominated as a candidate for Director with the expectation that he will continue to provide strong
leadership and experienced managerial skills to handle key matters for the Group, such as strengthening
supply chains and decarbonization-related business, as well as building a portfolio of high value-added
products, thereby achieving further development of the Group.

6

No.

Name (Date of birth)

Masaru Yamamura(May 27, 1965)

Career summary, Position and Responsibility in the
Company(significant concurrent positions outside the Company)
November 1990

Joined the Company

October 2009

General Manager of Business Promotion
Department, Medical Division of theCompany

July 2012

General Manager of Osaka Branch of theCompany

April 2017

General Manager of Industrial Divisionof the Company

January 2018

Executive Officer of the Company

March 2019

Director of the Company (present
position)

October 2021

CEO, Managing Director, LEWA GmbH
(Germany)

July 2022

General Manager of Medical Division of
the Company (present position)

February 2024

Managing Executive Officer of theCompany (present position)[Reelection]

2

Number of theCompany’s
shares owned

29,830[Position and Responsibility in the Company]
Director, Managing Executive Officer, and General Manager
of Medical Division[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate for Director]
Masaru Yamamura has long been in charge of business and sales strategies in the Medical and Industrial
business fields, and has extensive experience and achievements in both fields. Furthermore, he has been
responsible for the management of the Company and the Group since assuming the position of Director of
the Company in March 2019. Currently, he is promoting overseas expansion of the hemodialysis business,
strengthening the supply chain to ensure a stable supply of products, and improving revenue structure. It
has been determined that his experience and achievements will enable him to further strengthen the
management and supervisory functions of the Company's Board of Directors. He has been therefore
nominated as a candidate for Director.

7

No.

Name (Date of birth)

Career summary, Position and Responsibility in the
Company(significant concurrent positions outside the Company)
April 1995

Joined the Company

July 2013

General Manager of BusinessTransformation Promotion Office,Industrial Division of the Company

April 2014

Deputy General Manager of Industrial
Division of the Company

July 2022

Executive Officer of the Company
General Manager of Industrial Divisionof the Company (present position)

Koichi Kato
(August 6, 1971)

March 2023

Director of the Company (present
position)

February 2024

Managing Executive Officer of theCompany (present position)[Reelection]

3

Number of theCompany’s
shares owned

25,082[Position and Responsibility in the Company]
Director, Managing Executive Officer and General Manager
of Industrial Division[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate for Director]
Koichi Kato has accumulated extensive experience and achievements in being in charge of businessstrategy and business transformation promotion in the fields of human resources, corporate planning, andthe Industrial business, in addition to his international business experience. Currently, he is promoting thedevelopment of hydrogen and ammonia pumps and solutions that contribute to a decarbonized society.
Also, he is building a low-carbon and decarbonization-related business portfolio, and improving revenue
structure. It has been determined that he can further strengthen management and supervisory functions of
the Company’s Board of Directors through such experiences and past business achievements. He has beenthus nominated as a candidate for Director.

8

No.

Name (Date of birth)

Career summary, Position and Responsibility in the
Company(significant concurrent positions outside the Company)
April 1989

Joined the Company

January 2016

General Manager of Medical Division of
the Company

January 2017

Executive Officer of the Company(present position)

March 2017

Director of the Company (present
position)

October 2017

CEO, Managing Director, Nikkiso
Europe GmbH (the Company’s
consolidated subsidiary in Germany)

July 2022

Responsible for Quality Assurance of theCompany (present position)

January 2023

General Manager of Nikkiso Institute of
Research and Technology of theCompany (present position)

Yoshihiko Kinoshita(September 13, 1966)[Reelection]

4

Number of theCompany’s
shares owned

32,384[Position and Responsibility in the Company]
Director, Executive Officer, General Manager of Nikkiso
Institute of Research and Technology, and Responsible for
Quality Assurance[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate for Director]
Yoshihiko Kinoshita has long been in charge of business strategy, sales strategy, and technology and R&D
in the Medical business field, and has extensive experience and achievements in this business field.
Further, he has been responsible for the management of the Company and the Group since assuming theposition of Director of the Company in March 2017. Currently, with the aim of enhancing corporate value
through new value creation, he is promoting the development of the quality assurance system, structuralreform of R&D department, and company-wide cross-functional technology development. It has been
determined that he can further strengthen management and supervisory functions of the Company’s Boardof Directors through such experiences and past business achievements. He has been thus nominated as a
candidate for Director.

9

No.

Name (Date of birth)

Career summary, Position and Responsibility in the
Company(significant concurrent positions outside the Company)
April 2013

General Manager, Paris Branch, Mizuho
Bank, Ltd.

July 2016

Chief Executive Officer, Mizuho Bank
Europe N.V.

November 2020

Joined the Company

January 2022

Executive Officer (present position),
General Manager of Aerospace Divisionof the Company (present position)

March 2022

Director (present position)

Kenji Saito(August 24, 1964)[Reelection]
5

Number of theCompany’s
shares owned

16,660Chairman, Nikkiso Vietnam. Inc. (theCompany’s consolidated subsidiary in
Vietnam) (present position)[Position and Responsibility in the Company]
Director, Executive Officer, and General Manager ofAerospace Division[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate for Director]
Kenji Saito is in charge of business and sales strategies in the Aerospace business field, and has extensive
knowledge and experience in this business field and in international business. He is currently working tostrengthen business structure in anticipation of a recovery in demand for aircraft, to improve businessstructure, and to expand the company's business into the mobility field, etc., utilizing the integrated molding
technology of CFRP (carbon fiber reinforced plastic). He has been nominated as a candidate for Director,
given expectations that his experience and achievements will enable him to further strengthen the
management and supervisory functions of the Company's Board of Directors

10

No.

Name (Date of birth)Peter Wagner(November 30, 1965)

Career summary, Position and Responsibility in the
Company(significant concurrent positions outside the Company)
April 2003

Vice President, Gas and Process
Division, Atlas Copco Energas GmbH
(Germany)

August 2007

General Manager, Atlas Copco Comptec
LLC (the United States)

January 2011

General Manager, Gas and Process
Division, Atlas Copco Energas GmbH
(Germany)

January 2016

CEO, Managing Director, LEWA GmbH
(Germany)

June 2018

CEO, Director, Cryogenic Industries, Inc.
(the Company’s consolidated subsidiaryin the United States) (present position)[Reelection]

6

March 2022

Director of the Company (present
position)

July 2023

Outside Director of Proton Green, LLC(the United States) (present position)

Number of theCompany’s
shares owned

1,000[Position and Responsibility in the Group]
Director; CEO and Director of Cryogenic Industries, Inc. (theCompany’s consolidated subsidiary in the United States)[Significant concurrent positions outside the Group]
Outside Director of Proton Green, LLC (the United States)[Reasons for selection as a candidate for Director]
Peter Wagner is the CEO of Cryogenic Industries, Inc., the main company of the Clean Energy & Industrial
Gas Group (CE&IG Group), a consolidated subsidiary of the Company. He has extensive knowledge andexperience in international business, technology development and business management. Currently, he ispromoting the enhancement of LNG and hydrogen-related businesses, including the expansion of LNG
business and the development of hydrogen stations in the U.S. and South Korea in anticipation of adecarbonized society. It has been determined that his experience and achievements will enable him tofurther strengthen the management and supervisory functions of the Company's Board of Directors. He has
been thus nominated as a candidate for Director.

11

No.

Name (Date of birth)

Haruko Hirose(September 23, 1945)

Career summary, Position and Responsibility in the
Company(significant concurrent positions outside the Company)
December 1968

Appointed to the National Personnel
Authority of Japan

January 1992

Director, Bureau of Human Resources
Management of Headquarters, United
Nations Educational, Scientific andCultural Organization (UNESCO)

September 2002

Deputy to the Director General andManaging Director of Program
Coordination and Field Operations
Division, United Nations Industrial
Development Organization (UNIDO)

November 2006

Japanese Ambassador Extraordinary andPlenipotentiary to Kingdom of Morocco

May 2014

President, Japan Morocco Association(present position)

June 2016

Outside Director, S&B Foods Inc.

March 2018

Outside Director of the Company(present position)

June 2020

Outside Director, MITSUBISHI GASCHEMICAL COMPANY, INC. (present
position)[Reelection][Independent Officer][Outside Officer]

Number of theCompany’s
shares owned

5,404[Term of office]7

6 years[Position and Responsibility in the Company]
Outside Director[Significant concurrent positions outside the Company]
Outside Director, MITSUBISHI GAS CHEMICALCOMPANY, INC.
[Reasons for selection as a candidate for Outside Director and summary of expected role]Ms. Haruko Hirose possesses extensive international experience and knowledge regarding human resource
development, having served in the United Nations System in the areas of human resource and industrial
development. She has also made valuable suggestions at meetings of the Board of Directors and theNomination and Compensation Committee, from the perspective of business management and theutilization of diverse human resources, including gender diversity. She has been nominated as a candidate
for Outside Director because she is expected to supervise management from an objective, independent, andfair standpoint, utilizing her experience and achievements. Although she has not been involved in the
management of the Company in any way other than being an Outside Director in the past, for the above
reasons, it has been determined that she will be able to appropriately perform her duties as an Outside
Director.
[Supplementary information regarding independence]
Haruko Hirose meets the criteria for the Company’s “Independence Standards for Outside Directors”, andthe Company submitted her as an Independent Outside Director to the Tokyo Stock Exchange, Inc.
If her election is approved, she shall be reappointed as an Outside Director.
Although the Company has business transactions of product sales, etc,. between MITSUBISHI GASCHEMICAL COMPANY, INC. for which she serves as an Outside Director, the transaction amount in themost recent fiscal year is less than 0.1% of both companies’ consolidated sales.

12

No.

Name (Date of birth)

Career summary, Position and Responsibility in the
Company(significant concurrent positions outside the Company)
April 1995

Registered as an attorney of Japan(affiliated with the Daini Tokyo Bar
Association) (to present)

January 2001

Partner, Asahi Law Offices (present
position)

June 2015

Outside Audit & Supervisory Board
Member of the Company

June 2017

Outside Audit & Supervisory Board
Member, Nippon Kodo Holdings Co.,
Ltd. (present position)

June 2019

Outside Director, FANCLCORPORATION (present position)

March 2021

Outside Director of the Company(present position)

Mitsuaki Nakakubo(November 24, 1966)[Reelection][Independent Officer][Outside Officer]

Number of theCompany’s
shares owned

10,014[Term of office]3 years8[Position and Responsibility in the Company]
Outside Director[Significant concurrent positions outside the Company]
Attorney (Partner, Asahi Law Offices)
Outside Audit & Supervisory Board Member, Nippon Kodo
Holdings Co., Ltd.
Outside Director, FANCL CORPORATION[Reasons for selection as a candidate for Outside Director and summary of expected role]
As an attorney, Mitsuaki Nakakubo has a high level of expertise. He has acted in the field of corporate
legal affairs, focusing on disputes related to officers’ liability. He has also made valuable suggestions froma legal and corporate governance perspective at meetings of the Board of Directors and the Nomination andCompensation Committee. He has been nominated as a candidate for Outside Director because he isexpected to supervise management in an objective, independent and fair manner utilizing such experiences
and past business achievements. Although he has not been involved in the management of the Company in
any way other than being an Outside Director in the past, for the above reasons, it has been determined that
he will be able to appropriately perform her duties as an Outside Director.
[Supplementary information on independence]
Mitsuaki Nakakubo meets the criteria for the Company’s “Independence Standards for Outside Directors”,
and the Company submitted him as an Independent Outside Director to the Tokyo Stock Exchange, Inc.

13

No.

Name (Date of birth)

Career summary, Position and Responsibility in the
Company(significant concurrent positions outside the Company)
April 1968

Joined Japan CIOS Association

September 1970

Joined Distribution Industry ResearchInstitute, The Seibu Department Stores,
Ltd.

April 1994

Associate Professor, Josai International
University

April 1998

Professor, Josai International University

March 2001

Director, Japan Center for Area
Development Research

Junko Fukuda

July 2009

Director, Japan Industrial Association(June 22, 1945)

June 2014

Director, The Defense of Green Earth
Foundation (present position)

March 2021

Outside Audit & Supervisory Board
Member of the Company

April 2022

Advisor, Nonprofit Organization
Harmony (present position)

March 2023

Outside Director of the Company(present position)[Reelection][Independent Officer][Outside Officer]

9

Number oftheCompany’s
shares owned

2,787[Term of office]1 year[Position and Responsibility in the Company]
Outside Director[Significant concurrent positions outside the Company]
Director, The Defense of Green Earth Foundation[Reasons for selection as a candidate for Outside Director]
Junko Fukuda has long been involved in education and research as a university professor specializing inbusiness administration, marketing, and distribution theory. She has also held key positions inenvironmental conservation and community development organizations, and has extensive experience andknowledge in corporate management and ESG. She has also served on the Board of Directors and theNomination and Compensation Committee, where she has made valuable suggestions from theperspectives of business management, marketing, and ESG. She has been nominated as a candidate for
Outside Director because she is expected to supervise management from an objective, independent, andfair standpoint, utilizing her experience and achievements. Although she has not been involved in the
management of the Company in any way other than being an Outside Director in the past, for the above
reasons, it has been determined that she will be able to appropriately perform her duties as an Outside
Director.
[Supplementary information on independence]
Junko Fukuda meets the criteria for the Company’s “Independence Standards for Outside Directors”, andthe Company submitted her as an Independent Outside Director to the Tokyo Stock Exchange, Inc.

14

(Note) 1. There is no special conflict of interest between any of the candidates and the Company.
2. Haruko Hirose, Mitsuaki Nakakubo and Junko Fukuda are candidates for the position of Outside
Director.
3. Summary of limited liability agreement with Outside Directors: The Company has entered into limited
liability agreement with Haruko Hirose, Mitsuaki Nakakubo, and Junko Fukuda in accordance with the
Articles of Incorporation of the Company, to limit their liability for damages to ¥5 million or theminimum liability amount stipulated by laws and regulations, whichever is higher. If Haruko Hirose,
Mitsuaki Nakakubo and Junko Fukuda are elected, the Company plans to renew the limited liability
agreement with each of them.
4. The Company has entered into a D&O insurance agreement with an insurance company, which
designates the Company’s Directors as the insured. This insurance agreement covers the liability
incurred by the insured Directors (compensation for damages and litigation costs, etc.) which may arisein the course of performance of their duties (including omission). Each candidate has been alreadyinsured under this insurance and shall continue to be insured if each candidate is elected and appointed.
The Company plans to renew the insurance agreement under the same conditions during the term ofoffice.

15

(Reference) Skills Matrix of the Board of Directors and Audit & Supervisory Board Members
after the 83rd Ordinary General Meeting of Shareholders (Planned)
Toward the successful achievement of the Medium-term Business Plan, “Nikkiso 2025 Phase 2”, thefollowing composition is determined in light of knowledge, experience and capabilities of Directors
and Audit & Supervisory Board Members, taking into consideration of diversity.
The following matrix shows the areas that are defined as highly expected for Directors and Audit &Supervisory Board Members to contribute to Nikkiso Group’s sustainable growth and enhancementof medium- and long-term corporate value.

(i) Corporate Management / Business Strategy; (ii) Global Business / Diversity; (iii) Product
Technology / R&D / Quality / Innovation; (iv) Sales / Marketing; (v) Finance / Accounting; (vi) Risk
Management / Legal Affairs / Compliance; (vii) Human Resources / HR Development; (viii) ESG /Sustainability.
*The following table does not represent all skills of each Director and Audit & Supervisory Board
Member. Main skills of each Director and Audit & Supervisory Board Member are marked with“●” for up to four skills (except for the President & Chief Executive Officer).
Name

(i)

(ii)

(iii)

(iv)

(v)

Toshihiko Kai

●

●

●

●

Masaru Yamamura●

Koichi Kato●

Yoshihiko Kinoshita●

Kenji Saito

●

●

●

Peter Wagner

●

●

●

(vi)

(vii)

(viii)

Board of Directors

●
●

●

●

●

●

Haruko Hirose *1●

Mitsuaki Nakakubo *1●

Junko Fukuda *1

●

●
●
●
●
●

●

●

●
●
●

Audit & Supervisory●

Hisanao Amino
Motohiro Takeuchi

●

●

●

●

●

●

●

●

Naoshi Ogasawara *2
Eiichiro Nakatani *2●●*1 Outside Director (Independent Officer)*2 Outside Audit & Supervisory Board Member (Independent Officer)

16●

(Reference) Election Policy of the Candidates for the Position of Director
Criteria for Assessing Independence of Outside Directors■ Election Policy of the Candidates for the Position of Directors
The Company's Board of Directors shall be composed of persons who share the basic values related to the
execution of the Group's business and who can empathize with the Group's management philosophy, based on thepremise that they have excellent character, insight, ability, and a wealth of experience. Further, from the viewpoint of
ensuring the effectiveness of the Board's functions, the composition of the Board of Directors shall take diversity into
consideration, regardless of gender, nationality, age, professional experience, etc.
Based on this approach, the Company shall select candidates for the Board of Directors in accordance with thefollowing selection criteria and strive to ensure the diversity and independence of the Board of Directors. In selecting
candidates for the Board of Directors and appointing Directors, the Company consults the Nomination andCompensation Committee, the majority of which is composed of Independent Outside Directors and Outside Audit &Supervisory Board members, and receives reports on the appropriateness of the nominees, thereby ensuringtransparency and objectivity.

➢ Criteria for Electing the Candidates for the Position of Directors (Excluding Outside

Directors)
Inside Directors shall have a bird's eye view of the management environment surrounding the Group, be able
to quickly and decisively address important management issues, and be capable of achieving results. In
addition, Inside Directors will be appointed who are capable of making efforts to build a corporate governancesystem that supports the realization of management philosophy through transparent, fair, prompt, and decisivedecision-making.
➢ Criteria for Electing the Candidates for the Position of Outside Directors
Outside Directors have no personal, capital, business, or other interests in the Company other than those as
outside officers, and there is no risk of a conflict of interest between them and the Company’s shareholders.
The Company will nominate persons who fulfill the role of supervising Directors’ performance of duties anddecision-makings from an objective and professional perspective through the independent position from theCompany's business execution. In addition, they are expected to provide accurate advice from the perspectiveof promoting the Company's sustainable growth and enhancing its corporate value over the medium to longterm.

■ Criteria for Assessing Independence of Outside Directors
The Company uses the independence criteria set forth by the Tokyo Stock Exchange to assess theindependence of outside directors. Regarding interpreting and adopting this criteria, the Company substantively
judges whether or not an Outside Director has any personal, financial, business, or other relationships with theCompany beyond being an Outside Director or has any potential conflict of interest with shareholders, in orderto make it possible for the Outside Directors to fulfill the role of supervising Directors’ performance of duties
and decision-makings from an objective and professional perspective through the independent position fromthe Company's business execution.

Please refer to the link below for details on the Group's corporate governance system.
https://www.nikkiso.com/company/governance/framework.html

17