This document is translated from a part of the Japanese original document for reference purposes only.

In the eventof any discrepancies between this English translation and the Japanese original document, the Japanese original
document shall prevail.

The Company assumes no responsibility for this English translation or for direct, indirect or

any other forms of damages arising out of this English translation.

Securities Identification Code: 8086
June 7, 2023

NIPRO CORPORATION

3-9-3, Honjo-nishi, Kita-ku, Osaka, Osaka Prefecture
Yoshihiko Sano, President and Representative Director

Notice of the 70th Annual General Meeting of Shareholders
Dear Shareholders,
You are cordially invited to attend the 70th Annual General Meeting of Shareholders of NIPROCORPORATION (the “Company”). The meeting will be held for the purposes described below.
In convening this General Meeting of Shareholders, as the “Company” has taken measures
to provide the information contained in the Reference Documents for the General Meeting of
Shareholders, etc. (matters for electronic provision) electronically and posted them on eachof the following websites on the Internet, please kindly visit any of the below websites andconfirm the details.
[the “Company” website]
https://www.nipro.co.jp/en/ir/stock/meeting.html[Website for the materials for the general meeting of shareholders]
https://d.sokai.jp/8086/teiji/ (Japanese text only)[Tokyo Stock Exchange website (TSE listed company information service)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, please review the Reference Documents for the
General Meeting of Shareholders as described below and exercise your voting rights via theInternet in accordance with the instructions on page 3, "Guidance on the Exercise of Voting
Rights via the Internet", or in writing (by mail) by 5:00 p.m. on Tuesday, June 27, 2023,.
In addition, please be kindly advised that this general meeting will be simultaneously livestreamed on the Internet. For further details, please refer to the enclosed "Information on the70th Ordinary General Meeting of Shareholders". (Please note that you will not be able toparticipate in the resolutions via the live streaming.)

11. Date and Time:

10:00 a.m. on June 28 (Wednesday), 2023

2. Place of meeting:

Kusatsu NIPRO HALL
3023, Noji-cho, Kusatsu City, Shiga Prefecture, JAPAN3. Meeting Agenda<Reports><Resolutions>

Member

1. Business report, consolidated financial statements, and report by the
independent auditing firm and council of statutory auditors on the Company
consolidated financial statements for fiscal 2022 (the 70th business year of
the Company) from April 1, 2022 to March 31, 2023.
2. Report of financial statements for fiscal 2022 (the 70th business year of theCompany) from April 1, 2022 to March 31, 2023
Agenda No. 1
Appropriation of Surplus
Agenda No. 2
Partial Amendments to the Articles of Incorporation
Agenda No. 3
Election of Three (3) Audit & Supervisory Board Members
Agenda No. 4
Election of One (1) Substitute Audit & Supervisory Board
Agenda No. 5
Agenda No. 6

Election of Accounting Auditor
Presentation of Retirement Allowance to Retired Directors

4. Decisions upon convocation (Guidance on the exercise of voting rights)
1. If there is no indication of approval or disapproval of a proposal on the voting form when voting rights
are exercised in writing (by mail), it shall be deemed that the approval of the proposal has been
indicated.
2. If you exercise your voting rights via the internet or in writing, the online vote will be counted as thevalid vote.
3. If you exercise your voting rights multiple times via the internet, the last online vote will be deemed
to be the valid exercise of your voting rights.
4. If a person who has exercised his/her voting rights in advance via the internet or in writing (by mail)attends the General Meeting of Shareholders, such prior exercise of voting rights shall be deemed
to have been withdrawn.
5. Please refer to page 3 for details on exercising voting rights.
○ When attending the meeting, please bring the enclosed Voting Rights Exercise Form and submit it at
the reception desk.
○ Shareholders who have made a request for delivery of the document will also receive a document
stating the matters to be provided electronically although such a document will exclude the matterslisted below in accordance with laws and regulations and Article 16 of the Articles of the "Company".
(i) summary of the system to ensure the appropriateness of business operations in the Business
Report and the operation status of the system(ii) consolidated statement of changes in equity in consolidated financial statements(iii) notes to consolidated financial statements(iv) non-consolidated statement of changes in equity in non-consolidated financial statements(v) notes to non-consolidated financial statements
Therefore, the business report, consolidated financial statements and non-consolidated financial
statements included in this document are a part of the subject documents that were audited by the
Accounting Auditor in preparing the Accounting Audit Report and by the Audit & Supervisory Board
Members in preparing their audit report.
○ In the event of any change in matters for electronic provision, the changes will be posted on eachwebsite on the Internet listed on page 1, together with the items before and after the change.

2

Guidance on the Exercise of Voting Rights via the Internet
Procedures to vote by entering your voting rights exercise code andpassword

https://soukai.mizuho-tb.co.jp/(i) Please visit the website

https://soukai.mizuho-tb.co.jp/(ii) Please enter the ”voting rights exercise code” provided on the voting rights exercise form.
(iii) Please enter the "password" provided on the voting rights exercise form.
(iv) Upon taking the above steps, please exercise your voting rights by following the instructions
on the screen.

Procedure to vote by scanning the QR code
You will access to website for the exercise of your voting rights without entering the voting rights
exercise code and the password.
(i) Scan the QR code shown on the voting rights exercise form.
(*The QR code is the registered trademark of Denso Wave Incorporated)(ii) Please exercise your voting rights by the following instructions on the screen.
You may exercise your voting rights via QR code only once. If you wish to change yourvote, please access to the website for PC and enter the "voting rights exercise code" and the"password" provided on the voting rights exercise form. Then, please re-exercise yourvoting rights. (*If you re-scan the QR code, you will move to the website for PC.)
If you are unclear as to the operation of your PC and other devices regarding the exercise ofyour voting rights, please contact the followings.
Mizuho Trust & Banking Stock Transfer Agency Department Internet help dial: 0120-768-524(Reception hours: 9:00-21:00, excluding New Year holidays)

For Institutional investors,“Electronic Voting Platform for Institutional Investors” operated by ICJ Co., Ltd is also available
for Institutional Investors.

3

Reference Documents for Annual General Meeting of Shareholders
Matters to be resolved and relevant information
Proposal No. 1

Appropriation of Surplus

The Company has a business policy that emphasizes distribution of profit to shareholders. The Company
endeavors, from a long-range perspective, to strengthen the structure of the development, production
and sales departments, with the aim of improving the profitability of its businesses. At the same time, theCompany employs a rational profit distribution system, under which profit is distributed on the basis of
the operational results for the year.
At this term, we take into consideration the balance of surplus and inside reservation fund with checking
the future’s business development and our fund’s demand on the basis of the above-mentioned policy,
and thus we propose year-end dividends as follows:
Year-end dividends(1) Type of dividend property

：

Cash

(2) Allotment of dividend property to shareholders, and total amount:
8.50 JPY per common share of the Company stock
Total amount: 1,391,420,063 JPY
Combined with the interim dividends of 13.50 JPY per share already paid, the annual
dividend for the year ended March 31, 2023 will be 22 JPY per share.
(3) Effective date of dividends of surplus：

4

June 29, 2023

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal(1) Addition and Reorganization of Purpose
In order to clarify the content of business of the "Company" in line with the current status of thebusiness and to prepare for future development, Article 2 (Purpose) of the current Articles of the"Company" will be added and reorganized.
(2) Transfer of Head Office
We have relocated our head office functions. The purpose is to strengthen research anddevelopment, and headquarters functions in order to work closely with each base to achieve
consolidated sales of 1 trillion JPY in FY2030, as well as to open research facilities to partnerships
and joint ventures to develop business areas that can be expanded Globally and to promote
infrastructure building through proactive business alliances and other measures. In conjunction
with this relocation, the location of the head office, as stipulated in Article 3 of the current Articles
of Incorporation, will be changed from Osaka city to Settsu city, Osaka prefecture.
* The change will take effect on the date of the head office relocation to be determined at a meetingof the Board of Directors to be held by the end of March 2024, and a Supplementary Provision willbe established to clarify that, and the Supplementary Provision will be deleted after the head officerelocation takes effect.

52. Details of the amendments
Details of the amendments are as follows: (Underlined parts indicate amendments.)
Current Articles of Incorporation

Proposed Amendments(Purpose)
Article 2. The purpose of the Company shallbe to engage in the following business
1. to 6. ＜Articles omitted＞
7. Manufacture, sale, and import/export of

7. Manufacture, sale, and import/export ofpharmaceuticals, quasi-drugs, reagents,

pharmaceuticals, in vitro diagnostic products,

cosmetics, industrial chemicals, chemicals,

regenerative

agricultural chemicals, veterinary drugs, fuelconsumables, quasi-drugs, reagents, cosmetics,

gases, poisonous and deleterious substances,industrial

and measuring instruments

chemicals, veterinary drugs, fuel gases, poisonousandmedicalchemicals,deleterious

products,
chemicals,

substances,

research
agricultural
measuring

instruments, and other chemical industry products
8. to 42. ＜Articles omitted＞
43. Contracting building construction

43. Construction and contracting business related
to architecture, facilities, civil engineering, etc.

44. ＜Articles omitted＞(Newly established)

45. Secondhand dealer under the Secondhand
Articles Dealer Act

45. Any businesses incidental or related to the

46. Any businesses incidental or related to thepreceding items

preceding items(Location of Head Office)(Location of Head Office)

Article 3. The Company shall have its head

Article 3. The Company shall have its head office

office in Osaka city.

in Settsu city, Osaka prefecture.

(Newly established)(Supplementary Provisions)
Article 1. The amendment to Article 3 (Locationof Head Office) of the Articles of the "Company"
shall take effect on the date of the head officerelocation to be determined at a meeting of theBoard of Directors to be held by the end of March
2024. This Supplementary Provision shall bedeleted on the effective date of the head officerelocation.

6

Proposal No. 3: Election of Three (3) Audit & Supervisory Board Members
The terms of office of three (3) Audit & Supervisory Board Members will expire, and two (2) Audit &Supervisory Board Members, Mr. Kazumitsu Irie and Mr. Masayoshi Hasegawa will retire from theirpositions upon such expiration at the conclusion of this Annual General Meeting of Shareholders.
Therefore, the Company proposes the election of three (3) Audit & Supervisory Board Members, including
two (2) outside Audit & Supervisory Board Members. The candidates for Audit & Supervisory Board
Members are as follows.
The Company has obtained approval for this proposal from the Audit & Supervisory Board
No.

Name
Date of birth

Takayuki Nomiya(Feb 2, 1943)
Reelect

Number of theBrief history of career and the important career in other companies

Company
shares owned

Oct. 1976

Joined the Company

Apr. 1997

General Manager of General Affairs

Feb. 2003

General Manager of Audit OfficeFeb. 2008

Resigned the Company

Jun. 2008

Auditor of the Company (Present)●The reason for the auditor candidate
Based on his experience as general manager of thegeneral affairs and internal audit office of the Company,1

he is familiar with the Company's overall operations

3,740 sharesand has extensive knowledge of accounting. Since his
appointment as a corporate auditor, he has been
responsible for appropriate auditing as a full-time
corporate auditor. He is expected to continuously
contribute to the enhancement of the Company's
corporate value, and has therefore been nominated asa candidate for the position of corporate auditor.
Apr. 2003
Shigeru Yanagase(May 2, 1947)

Manager of Special equipment Division of Nippon
Sheet Glass Company, Ltd.

Jul. 2007

Resigned the same company●The reason for the auditor candidate
Although he does not have an experience of company

2

New
OutsideIndependence

management, he has an excellent and extensive
knowledge and experience in his former career and is
expected to provide proper guidance and supervisionin the auditing and business management of theCompany from an objective standpoint, and has
therefore been nominated as a candidate for the
position of outside corporate auditor.

7- shares

No.

Name
Date of birth

Number of theBrief history of career and the important career in other companies

shares owned
Jul. 2001

Yoshitaka Akikuni(Sep 21, 1953)

OutsideIndependence

3

General Manager of Pension Trust Management Dept.
of Daiwa Bank Ltd. (Currently Resona Bank Ltd.)

Jun. 2006

Executive Officer and General Manager of Trust Assets
Management Dept. of Resona Bank Ltd.

Apr. 2008
New

Company

Executive Officer of General Funds Dept. of Resona
Bank, Ltd.

Jun. 2009Managing Director of J and S Insurance Service Co.,Ltd.

Apr. 2011

Auditor of Osaka Electro-Communication University

Jun. 2011

Outside Auditor of Japan Trustee Services Bank

Jun. 2012

Outside Auditor of FUSO CHEMICAL Co., Ltd.

Jun. 2014

Outside Auditor of Kokusai AeroMarine Co., Ltd.

Jun. 2015

Outside Auditor of ISHIHARA SANGYO KAISHA, Ltd.

(currently Japan Custody Bank, Ltd.)- shares(Present)
Significant Concurrent Positions
Outside Auditor of ISHIHARA SANGYO KAISHA, Ltd.
(Scheduled to retire on June 28 2023)●The reason for the auditor candidate
He has an excellent insight and wealth of experience
gained through his work at financial institutions and asa corporate auditor of listed companies and is expected
to provide proper guidance and supervision in theauditing and business management of the Company
from an objective standpoint, and has therefore been
nominated as a candidate for the position of outside
corporate auditor.

Notes：
1. There are no special interests between each candidate and the “Company”.
2. Mr. Shigeru Yanagase and Mr. Yoshitaka Akikuni are the candidates for outside audit & supervisoryboard members.
3. The “Company” has entered into a contract with Mr. Takayuki Nomiya to limit his liability for damages
under Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the said
Act. The maximum amount of liability for damages under the said contract is the minimum liability
amount stipulated by law, and the Company plans to continue the said contract with Mr. Takayuki
Nomiya if his reappointment is approved and he assumes office. In the event that the appointment of
Mr. Shigeru Yanagase and Mr. Yoshitaka Akikuni is approved and they assume office, the Company
will enter into an equivalent contract with them as well, setting the maximum amount of liability fordamages as the minimum liability amount stipulated by laws and regulations.
4. The “Company” has concluded a directors' and officers' liability insurance policy with an insurancecompany, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, and the premiums for thepolicy are fully borne by the “Company”. The insurance policy will cover compensation for damages
and litigation expenses that may arise as a result of the insured directors and officers being held liable
8

for the performance of their duties or being subject to claims in connection with the pursuit of suchliabilities. If the appointment of each candidate is approved and they assume office, they will be
included in the insured under the insurance policy.
5. As Mr. Shigeru Yanagase and Mr. Yoshitaka Akikuni meet the criteria of the “Company” for determining
the independence of outside officers, and also satisfy the requirements for independent officers as
stipulated by the Tokyo Stock Exchange, Inc., it will be newly reported as independent
directors/auditors if their appointment is approved and they assume office.
6. The number of shares of the Company held by the candidate for corporate auditor includes the shares
held through the Executive Stock Ownership Plan of the "Company" as of April 30, 2023.

9

Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
The "Company" proposes the election of one (1) Audit & Supervisory Board Members in advance toprepare for the event that the number of Audit & Supervisory Board Members falls below the number
required by laws and regulations. The candidate for substitute Audit & Supervisory Board Member is asfollows.
The Company has obtained approval for this proposal from the Audit & Supervisory Board
No.

Name
Date of birth

Number of theBrief history of career and the important career in other companies

shares owned
Oct. 2009

Motoaki Sano
(Apr 21, 1962)
OutsideIndependence

Company

General Manager of Electronics Dept. of Sakai Co.,
Ltd. (currently SK Tech Co., Ltd.)

Jun. 2017

Director and General Manager of Electronics Dept. of
the same company.

May. 2022

Resigned from Director and General Manager ofElectronics Dept. of the same company.

May. 2022

1

Assistant to General Manager of Electronics Dept. of
the same company (present)— shares●The reason for the reserve auditor candidate
He has an excellent and extensive knowledge andexperience in his former career and is expected toprovide proper guidance and supervision in the auditing
and business management of the Company from an
objective

standpoint,

and

has

therefore

been

nominated as a candidate for the position of outside
corporate auditor.

Notes：
1. There are no special interests between the candidate and the “Company”.
2. Mr. Motoaki Sano is the candidate for reserve outside audit & supervisory board member.
3. As Mr. Motoaki Sano meets the criteria of the “Company” for determining the independence of outside
officers, and also satisfy the requirements for independent officers as stipulated by the Tokyo Stock
Exchange, Inc., it will be newly reported as independent directors/auditors if the appointment isapproved and he assumes office.
4. The “Company” will enter into a contract with Mr. Motoaki Sano to limit his liability for damages under
Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the said Act.
The maximum amount of liability for damages under the said contract is the minimum liability amountstipulated by law if his appointment is approved and he assumes office.
5. The “Company” has concluded a directors' and officers' liability insurance policy with an insurancecompany, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, and the premiums for thepolicy are fully borne by the “Company”. The insurance policy will cover compensation for damages
and litigation expenses that may arise as a result of the insured directors and officers being held liable
for the performance of their duties or being subject to claims in connection with the pursuit of suchliabilities. If the appointment of Mr. Sano is approved and he assumes office, he will be included in theinsured under the insurance policy.
10

Proposal No. 5: Election of Accounting Auditor
The Accounting Auditor, PKF Hibiki Audit Corporation, will retire at the conclusion of this Annual General
Meeting of Shareholders.
Accordingly, the Company requests the approval of the election of Kainan Audit Corporation as the new
Accounting Auditor.
The candidate for the accounting auditor is as follows. The Audit & Supervisory Board selected Kainan
Audit Corporation as the candidate because Kainan Audit Corporation is appropriate as the Accounting
Auditor of the "Company" after collecting and reviewing information regarding the independence, audit
system, audit implementation status and quality, etc.
(As of March 31, 2023)
Name
Address ofprincipal office
History

Kainan Audit Corporation
Shinjuku Green Tower Building 20F
6-14-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo
Established on May 24, 1985

30 million JPY

Capital
NumberofMembers

Corporate
Overview

Number ofCompanies
Involved

Representative

10

Employees0

Certified Public Accountants

76

Assistant Accountants (successful candidates)

3

Others

3

Total

92

Subject to the Financial Instruments andExchange Act

19

Subject to the Companies Act

11

Incorporated Educational Institutions Audit

5

Labor Unions Audit

1

Investment Limited Partnership Audit

1

Voluntary Audit

21

11Proposal No. 6: Presentation of Retirement Allowance to Retired Directors
The Company proposes to pay retirement benefits to Mr. Mitsutaka Ueda, Mr. Yozo Sawada, Mr. Yasushi
Kutsukawa, Mr. Masayuki Ito, Mr. Masanobu Iwasa, Mr. Itsuo Akasaki, Mr. Kenju Fujita, Mr. Hiroshi Sudo,
Mr. Hiroshi Yoshida, Mr. Akio Shirasu, Mr. Koki Hatakeyama, Mr. Toshiya Kai, Mr. Goichi Miyazumi, andMr. Kaname Sadahiro for their service during their term of office based on their contribution and length ofservice, in accordance with internal regulations of the “Company”.
The total amount of this proposal is limited to 198.8 million JPY, and the Board of Directors is requested
to determine the specific amount, timing, and method of the presentation.
Brief personal histories of the retiring directors are as follows.
Name
Mr. Mitsutaka Ueda

Mr. Yozo Sawada

Mr. Yasushi Kutsukawa

Mr. Masayuki Ito

Mr. Masanobu Iwasa

Mr. Itsuo Akasaki

Mr. Kenju Fujita

Mr. Hiroshi Sudo

Mr. Hiroshi Yoshida

Mr. Akio Shirasu

Mr. Koki Hatakeyama

Brief History
June 2009 Appointed as Director of the "Company"
June 2022 Resigned as Director of the "Company"
June 2009 Appointed as Director of the "Company"
June 2022 Resigned as Director of the "Company"
June 2010 Appointed as Director of the "Company"
June 2022 Resigned as Director of the "Company"
June 2010 Appointed as Director of the "Company"
June 2022 Resigned as Director of the "Company"
June 2009 Appointed as Director of the "Company"
June 2022 Resigned as Director of the "Company"
June 2010 Appointed as Director of the "Company"
June 2022 Resigned as Director of the "Company"
June 2013 Appointed as Director of the "Company"
June 2022 Resigned as Director of the "Company"
June 2010 Appointed as Director of the "Company"
June 2022 Resigned as Director of the "Company"
June 2010 Appointed as Director of the "Company"
June 2022 Resigned as Director of the "Company"
June 2010 Appointed as Director of the "Company"
June 2022 Resigned as Director of the "Company"
June 2012 Appointed as Director of the "Company"
June 2022 Resigned as Director of the "Company"
June 2009 Appointed as Director of the "Company"

Mr. Toshiya Kai

June 2010 Resigned as Director of the "Company"
June 2018 Appointed as Director of the "Company"
June 2022 Resigned as Director of the "Company"

Mr. Goichi Miyazumi

Mr. Kaname Sadahiro

June 2018 Appointed as Director of the "Company"
June 2022 Resigned as Director of the "Company"
June 2018 Appointed as Director of the "Company"
June 2022 Resigned as Director of the "Company"
12