This document is translated from a part of the Japanese original document for reference purposes only. In the event of 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 5, 2024

NIPRO CORPORATION
3-26, Senriokashinmachi, Settsu, Osaka Prefecture
Yoshihiko Sano, President and Representative Director

Notice of the 71st Annual General Meeting of Shareholders
Dear Shareholders,
You are cordially invited to attend the 71st 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 25, 2024.
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 the
71th 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 Wednesday, June 26, 2024

2. Place of meeting:

NIPRO HEAD OFFICE HALL
3-26, Senriokashinmachi, Settsu, Osaka Prefecture, JAPAN3. Meeting Agenda<Reports><Resolutions>

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 2023 (the 71st business year of
the Company) from April 1, 2023 to March 31, 2024.
2. Report of financial statements for fiscal 2023 (the 71st business year of theCompany) from April 1, 2023 to March 31, 2024
Agenda No. 1
Appropriation of Surplus
Agenda No. 2
Partial Amendments to the Articles of Incorporation
Agenda No. 3
Election of Eighteen (18) Directors
Agenda No. 4
Election of One (1) Substitute Audit & Supervisory Board
Member

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.
○ The reason for having decided to hold this meeting at a location significantly distant from the place
where it used to be held in the past, is that we thought it would be more convenient for ourshareholders to hold the meeting in a large hall in the head office building, which was installed alongwith the Company's relocation of its head office from Osaka to Settsu, Osaka Prefecture, as of October
1, 2023.
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 at 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) After completing the above procedures, please exercise your voting rights in accordancewith the instructions on the screen.

Procedure to vote by scanning the QR code
You may also 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 in order to re-exercise your voting
rights. (*If you re-scan the QR code, you will move to the website for PC.)

If there is anything unclear about how to operate your PC or other devices regarding theexercise of your 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:
15.00 JPY per common share of the Company stock
Total amount: 2,455,436,355 JPY
Combined with the interim dividends of 10.00 JPY per share already paid, the annual
dividend for the year ended March 31, 2024 will be 25 JPY per share.
：(3) Effective date of dividends of surplus

4

June 27, 2024

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal
In order to clarify the management responsibilities of directors, build a management system thatcan respond quickly and flexibly to changes in the business environment, and increase
opportunities for shareholders to vote their confidence, we have the term of office for directors
to change from the current two years to one year.
2. Details of the amendments
Details of the amendments are as follows: (Underlined parts indicate amendments.)
Current Articles of Incorporation

Proposed Amendments(Term of Office)(Term of Office)

Article 21. The term of office of Directors shall

Article 21. The term of office of Directors shall

expire at the conclusion of the ordinary general

expire at the conclusion of the ordinary general

meeting of shareholders relating to the last fiscal

meeting of shareholders relating to the last fiscal

year ending within two years after their election.

year ending within one year after their election.

2. The term of office of a director appointed as a

2. (Deleted)substitute shall expire when the term of office ofthe retiring director expires.
3. (Deleted)
3. The term of office of a director appointed due
to an increase in the number of directors shall
expire at the end of the term of office of the otherdirectors.

Proposal No. 3: Election of Eighteen (18) Directors
The terms of office of the all (18) directors will expire, and three (3) directors, Mr. Katsunobu Hashimoto,
Mr. Hidehiko Kawazu and Ms. Kiyomi Aoyama will retire from their positions upon that expiration at theconclusion of this Annual General Meeting of Shareholders.
Therefore, the Company proposes the election of eighteen (18) directors, including six (6) outside
directors (three of them are newly appointed).
The candidates of directors are as follows.
If this proposal is approved and each candidate assumes office as a director, the ratio of outside directors
to all directors will remain one-third.

5

Number ofName

Career Summary, Positions, Responsibilities and Significant Concurrent(Date of birth)

PositionsShares of theCompany Held
Nov. 1975

Joined the Company

Feb. 1993

Director and Deputy General Manager of Marketing
Division of the same company

Jun. 2000

Director and General Manager of Marketing Division of thesame company

Jun. 2000

Director of the Company

Apr. 2001

Director and Deputy General

Manager of Domestic

Division of the Company
Jun. 2006

Managing Director and General

Manager ofDomestic

Division of the Company
May. 2012

President and Representative Director and General
Manager of Domestic Division of the Company

Jun. 2012

President and Representative Director and General
Manager of Material Division of the Company

Oct. 2012

President and Representative Director of the Company（Incumbent）●The reason to be a candidate for directors

1

Yoshihiko Sano

He was appointed to President and Representative Director of our company(January 16, 1945)

in May 2012 through the wealthy experience in the fields of technical sales

Reappointment

and marketing of medical equipment. Since then, he has consistently

110,745
Sharespromoted the global expansion of our business and led the improvement of
the quality of our products to enhance our brand image and lead the
expansion of our group's business performance. As it is expected that his
experience and contribution to business performance will continue tocontribute to the decision-making of the Company's Board of Directors, aswell as to the global expansion of the Company's business and theimprovement of its corporate value, he is nominated to be a candidate fordirectors.

6Apr. 1976

Joined the Company

Feb. 1993

Manager of Nagoya Branch Office of the same company

Jun. 1997

Manager of 2nd Tokyo Branch Office of the same company

Apr. 2003

General Manager of Kanto Marketing Department ofDomestic Division of the Company

Oct. 2003

General Manager of Tokyo Metropolitan Area Marketing
Department of Domestic Division of the Company

Jun. 2006

Director and General Manager of Marketing Departmentof Domestic Division of the Company

Jun. 2012Managing Director and General Manager of Domestic
Division of the Company

Feb. 2013

Managing Director and General Manager of Domestic
Division and Chief of Business Strategy Office of theCompany

Jul. 2023

2

Senior Managing Director and General Manager ofKiyotaka Yoshioka

Domestic Division and Chief of Business Strategy Office(April 29, 1953)of the Company

10,000Senior Managing Director and General Manager of

SharesApr. 2024
Reappointment

Domestic Division（Incumbent）●The reason to be a candidate for directors
He has been involved in our management in light of the wealth of businessexperience, etc. in the marketing and sales areas of our medical equipment.
He also makes progress in the performance of the domestic sales of medical
equipment, and plays an important role in our management. As it is expectedthat his experience and contribution to business performance will continue
to contribute to the decision-making of the Company's Board of Directors,
as well as to the global expansion of the Company's business and theimprovement of its corporate value, he is nominated to be a candidate fordirectors.

7Apr. 1991

Joined the Company

Feb. 2009

Deputy Manager of NIPRO Brand Sales Department of
Global Business Division of the Company

Jun. 2009

Director and General Manager of NIPRO Brand Sales
Department of Global Business Division of the Company

Apr. 2012

Director and General Manager of International Marketing
Department of Global Business Division of the Company

Jan. 2014

Director and General Manager of Global Strategy Sectionof Global Business Division of the Company

Jul. 2014

Director and General Manager of MP Glass Division of theCompany

Jan. 2015

Director and General Manager of MP Glass Division andChief of Global Strategy Office of the Company

Apr. 2016

Director and General Manager of Pharma Packaging
Division and Chief of Global Strategy Office of theCompany

Apr. 2018

President and Representative Director of Nipro Europe
Group Companies N.V. （Incumbent）

Tsuyoshi Yamazaki
3Jun. 2018(March 30, 1968)
Reappointment

Jun. 2020

Managing Director and General Manager of Pharma
Packaging Division, Chief of Global Strategy Office of the

18,335Company

SharesManaging Director and General Manager of International
Business Division and Global Business Division and in
charge of Pharma Packaging Division

May. 2021

Managing Director and General Manager of International
Business Division and in charge of Pharma Packaging
DivisionJul. 2023

Senior Managing Director and General Manager ofInternational Business Division and in charge of Pharma
Packaging Division（Incumbent）(Significant Concurrent Position)
President and Representative Director of Nipro Europe
Group Companies N.V.
●The reason to be a candidate for directors
He has been involved in our management in light of the wealth of businessexperience, etc. in the international sales of medical equipment andcontainer areas. He also contributes to promotion of business expansion
and globalization of our company. As such a wealth of experience andknowledge will continue to contribute to our management in the future, he isnominated to be a candidate for directors.
8Oct.1996

Joined Ota-Showa Audit firm(present: Ernst & Young Shin
Nihon LLC)

Apr. 2000

Certified Public Accountants registration

Mar. 2004

Chief of Internal Audit office of Goodman Co., ltd

Nov. 2004

Chief of Management Planning office of the same
company

Feb. 2005

Corporate Officer and Chief of Management Planning
office of the same company

Sep. 2006

Director and General Manager of Management Division of
the same company

Jan. 2009

DirectorandGeneralManagerofManagement

Headquarters and Production Headquarters of the same
company
Oct. 2009

President and Representative Director of the same
company

Jun. 2015

Director and Deputy General Manager of Corporate
Planning

Headquarters

andGeneralManagerofCorporate Planning Department of the Company
Takehito Yogo
4

Feb. 2016(October 28, 1968)

Director and General Manager of Corporate Planning
Headquarters

andGeneral Manager

ofCorporate

Planning Department of the Company

Reappointment
Jun. 2018

Managing Director and General Manager of Corporate
Planning

Headquarters

andGeneralManagerofCorporate Planning Department of the Company
Apr. 2020

Managing Director and General Manager of Corporate
Planning Headquarters of the Company

Jul. 2023

Senior Managing Director and General Manager ofCorporate Planning Headquarters of the Company

Nov. 2023

Senior Managing Director and General Manager ofCorporate Planning Headquarters of the Company（Incumbent）●The reason to be a candidate for directors
He has been involved in our management in light of the wealth of businessexperience in the vascular business and of experience as a certified public
accountant. He also contributes to promotion of business expansion andglobalization of our company. As such a wealth of experience andknowledge will continue to contribute to our management in the future, he isnominated to be a candidate for directors.

96,978 SharesApr. 1975

Joined the Company

Apr. 2003

GeneralManagerofDialysis

Product

Marketing

Department, Domestic Division of the Company
Jul. 2006

General Manager of Dialysis Product Development andSales Department and General Manager of HighPerformance

Product

Development

and

Sales

Department of Domestic Division of the Company
Apr. 2008

General Manager of Product Development and Sales
Headquarters and General Manager of Cardiovascular
Surgical Product Development and Sales Department ofDomestic Division of the Company

Jun. 2008

Director and General Manager of Product Development
and Sales Headquarters of Domestic Division of theCompany

Nov. 2008

Director and General Manager of Product Development
and Sales Headquarters of Domestic Division and Chief ofResearch & Development Institute of Manufacturing
Technology/R&D Division of the Company

Toshiaki Masuda
5

Nov. 2010

Director and General Manager of Product Development
13,755and Sales Headquarters of Domestic Division and Chief of(September 2, 1952)

SharesResearch & Development Institute of the Company

Reappointment

Jun. 2012Managing Director and Chief of Research & Development
Institute of the Company

Jul. 2014

Managing Director and General Manager of Product
Planning Headquarters and Chief of Research &Development Institute of the Company

Oct. 2014

Managing Director and General Manager of Medical
Technology

Divisionfor

Planning,

Development&

Marketing and general Manager of Product Planning
Headquarters and Chief of Research & Development
Institute of the Company
Apr. 2015

Managing Director and General Manager of Medical
Technology

Divisionfor

Planning,

Development&

Marketing, Manager of Product Planning Headquarters,
Chief of Research & Development Institute and General of
Surgical Devices Division(SD Division) of the Company
Jun. 2015

Managing Director and General Manager of Medical
Technology

Divisionfor

Planning,

Development&

Marketing, Chief of Research & Development Institute andGeneral Manager of Surgical Devices Division(SD10Division) of the Company
Jun. 2022

Managing Director and General Manager of Medical
Technology

Divisionfor

Planning,

Development&

Marketing, Chief of Research & Development Institute andGeneral Manager of Surgical Devices Division(SDDivision) of the Company
Nov. 2023

Managing Director and General Manager of Medical
Technology

Divisionfor

Planning,

Development&

Marketing, Chief of Research & Development Institute●The reason to be a Candidate for Directors
He has been involved in our management in light of the wealth of businessexperience, etc. in the medical equipment’s product and development areas.
He also makes progress in the performance of the medical equipment, andplays an important role in our management. As such a wealth of experienceand knowledge will continue to contribute to our management in the future,
he is nominated to be a candidate for directors.

11

Jan. 1981

Joined Nihon Medical Industries Ltd.

Apr. 1998

General Manager of Manufacturing Department Ⅱ of
Odate Factory of the Company

Jul. 1999

General Manager of Manufacturing Department Ⅴ of
Odate Factory of the Company

Aug. 2001

General Manager of Manufacturing Department Ⅲ of
Odate Factory of Manufacturing Technology/ R&D Divisionof the Company

Sep. 2003

General Manager of Manufacturing Department Ⅰ of
Odate Factory of Manufacturing Technology/ R&D Divisionof the Company

Apr. 2004

Chief of Odate Factory of Manufacturing Technology/ R&D
Division of the Company

Jun. 2009

Director and Chief of Odate Factory of Manufacturing
Technology/ R&D Division of the Company

6

Kyoetsu Kobayashi

Nov. 2010

Director and Chief Odate Factory of the Company(May 19, 1955)

Apr. 2014

Managing Director and General Manager of Global

20,474

Production Division and Chief of Odate Factory of the

SharesReappointment

Company
Apr. 2022

Managing Director and General Manager of Global
Production Division

Jul. 2023

Managing Director and General Manager of Stable
Production & Crisis Management Division（Incumbent）●The reason to be a candidate for directors
He has been involved in our management in light of the wealth of businessexperience, etc. in the medical equipment manufacturing areas. He also
makes progress in the performance of the medical equipment, and plays animportant role in our management. As such a wealth of experience andknowledge will continue to contribute to our management in the future, he isnominated to be a candidate for directors.

12Apr. 1995

Joined the Company

Apr. 2005

Manager of Accounting & Corporate Planning Departmentof the Company

Jun. 2009

Director and General Manager of Corporate Planning &Coordination Department of the Company

Jul. 2014

Director and General Manager of Corporate Planning
Department

Jun. 2015

Director and General Manager of Corporate Planning
Department and General Manager of Product Planning
Department of the Company

Feb. 2016

Director and General Manager of Product Planning
Development of the Company

Apr. 2017

Director and General Manager of New Business
Development Department of the Company

Apr. 2018

Director and General Manager of Cell products Division
and General Manager of New Business Development
Headquarters of the Company

Jun. 20187

Managing Director and General Manager of Cell products

Kimihito Minoura

Division and General Manager of New Business(October 12, 1972)

Development Department of the Company

29,339Managing Director and General Manager of Regenerative

SharesAug. 2018
Reappointment

Medicine Department, General Manager of New Business
Development Department of the Company
Sep. 2022

Managing Director and General Manager of Regenerative
Medicine Department, General Manager of New Business
Development

Department

andBusiness

Promotion

Department of the Company
Apr. 2024

Managing Director and General Manager of Regenerative
Medicine Department, General Manager of New Business
Development

Department,

Business

Promotion

Department and Business Management Department of theCompany（Incumbent）●The reason to be a candidate for directors
He has been involved in our management not only in light of the wealth ofbusiness experience, etc. in the international accounting and finance areas
but in product planning areas. He also makes progress in the performanceof the medical equipment and plays an important role in our management.
As such a wealth of experience and knowledge will continue to contribute toour management in the future, he is nominated to be a candidate fordirectors.
13Mar.1974

Joined the Company

Apr.1998

Deputy Manager of 1st Research Department of Research& Development Laboratory of the Company

Mar. 2001

General Manager of 1st

Research Department ofResearch & Development Laboratory of the Company
Apr. 2001

General Manager of 1st Research Department ofResearch & Development Laboratory of Manufacturing
Development Division of the Company

Jun. 2010

DirectorandGeneralManagerof

1stResearch

Department of Research & Development Laboratory of
Manufacturing Development Division of the Company
Nov. 2010

Director and General Manager 1st Research Departmentof Research & Development Laboratory of the Company

Apr. 2013

Director and Chief of Production Technology Center of theCompany

Apr. 2014

Director and Deputy General Manager of Manufacturing
Department, Chief of Production Technology Center of theCompany

Kazuhiko Sano
8

Feb. 2018(January 6. 1952)
Reappointment

Director and Deputy General Manager of Facilities
Department, Deputy General Manager of Manufacturing

17,627

Department, Chief of Production Technology Center of the

SharesCompany
Jun. 2018

Managing Director and Deputy General Manager of
Manufacturing

Department,

Chief

of

Production

Technology Center of the Company
Apr. 2019

Managing Director and General Manager of Production
Technology Development Department, Chief of Production
Technology Center of the Company

Jan. 2020

Managing Director and General Manager of Facilities
Department, General Manager of Production Technology
Development Department, Chief of Production Technology
Center,

DeputyGeneralManagerof

Production

Technology Development Department of the Company
Sep. 2020

Managing Director and General Manager of Facilities
Department, General Manager of Production Technology
Development Department, Chief of Production Technology
Center of the Company

Jul. 2023

Managing Director and General Manager of Facilities
Department, Chief of Production Technology Center of theCompany（Incumbent）
14

●The reason to be a candidate for Directors
He has been involved in our management in light of the wealth of businessexperience, etc. in the development of medical device manufacturingmachinery. He also contributes to promotion of business expansion andglobalization of our company. As such a wealth of experience andknowledge will continue to contribute to our management in the future, he isnominated to be a candidate for directors.

15

Apr. 1994

Joined the Company

Apr. 2007

Chief of Research Planning Office of Pharmaceutical
Research Laboratory of Manufacturing Development
Division of the Company

Aug. 2007

Manager of Research Planning Office of Pharmaceutical
Research Laboratory of Manufacturing Development
Division of the Company

Jun. 2010

Director and General Manager of Research Planning
OfficeofPharmaceutical

Research

Laboratoryof

Manufacturing Development Division of the Company
Nov. 2010

Director and General Manager of Research Planning
Office of Pharmaceutical Research Laboratory of theCompany

Oct. 2012

DirectorandGeneralManagerofPharmaceutical

Development Division of Pharmaceutical Department of
the Company
Jun. 2017

President and Representative Director of Nipro Pharma
Corporation（Incumbent）

Kenichi Nishida
9Apr. 2018(January 13. 1970)
Reappointment

Jun. 2018

DirectorandGeneralManagerofPharmaceutical

Department and General Manager of Pharmaceutical

6,076

Development Promotion Division of the Company

SharesManaging

DirectorPharmaceuticalandDepartment,

GeneralManagerofGeneralManagerofPharmaceutical Development Promotion Division of theCompany
Apr. 2021

Managing

DirectorandGeneralManagerofPharmaceutical Department of the Company
Oct. 2021

Managing

DirectorPharmaceuticalandGeneralManagerofDepartment,

GeneralManagerofResearch Planning Office of Pharmaceutical ResearchLaboratory of the Company
Jul. 2023

Managing

DirectorandGeneralManagerofPharmaceutical

Department,

GeneralManagerofPharmaceutical

Production

Management

Division,

General Manager of Research Planning Office ofPharmaceutical Research Laboratory of the Company
Oct. 2023

Managing

DirectorPharmaceuticalandGeneralManagerofDepartment,

GeneralManagerofPharmaceutical Production Management Division of theCompany (Incumbent）
16

(Significant Concurrent Position)
President and Representative Director of Nipro Pharma Corporation●The reason to be a candidate for directors
He has been involved in our management in light of the wealth of businessexperience, etc. in the research and the promotion of planning anddevelopment of pharmaceutical products. He also contributes to promotionof business expansion and globalization of our company. As such a wealthof experience and knowledge will continue to contribute to our managementin the future, he is nominated to be a candidate for directors.

17

Mar. 2003

Joined the Company

Apr. 2009

Deputy Manager of Vascular Product Development andSales Department of the Company

Apr. 2011

General Manager of Vascular Product Development andSales Department of Domestic Division of the Company

Feb. 2013

General Manager of Vascular Business Unit Departmentof Domestic Division of the Company

Jun. 2013

Director and General Manager of Vascular Business Unit
Department of Domestic Division of the Company

Oct. 2014

Director and General Manager of Vascular Business Unit
Department of Planning & Development Engineering
Division of the Company

Apr. 2015

Director and General Manager of Vascular Division of theCompany

Jun. 2015

Ltd （Incumbent）

Yasushi Ohyama
10(December 14, 1962)

President and Representative Director of Goodman Co.,

Apr. 2018

Reappointment

Director and General Manager of Vascular Division,

19,869GeneralSharesManagerof

Vascular

Product

Sales&

Development Department of the Company
Jun. 2018

Managing Director and General Manager of Vascular
Division, General Manager of Vascular Product Sales &Development Department of the Company

Apr. 2024

Managing Director and General Manager of Vascular
Division（Incumbent）(Significant Concurrent Positions)
President and Representative Director of Goodman Co., Ltd●The reason to be a candidate for directors
He has been involved in our management in light of the wealth of businessexperience, etc. in the vascular business.
He also contributes to promotion of business expansion and globalization of
our company.
As such a wealth of experience and knowledge will continue to contribute toour management in the future, he is nominated to be a candidate fordirectors.

18

Apr. 1980

Joined the Company

Apr. 2008

Deputy Manager of Human Resources / General Affairs
Division of the Company

Jun. 2009

Director and General Manager of Human Resources /General Affairs Division of the Company

Jul. 2014

Director and General Manager of General Affairs / Human
Resources Department, General Manager of Human
Resources Division of the Company

Apr. 2020
Hideto Nakamura
11(April 1, 1958)

Director and General Manager of General Affairs / Human
Resources Department of the Company

Aug. 2021

Director and General Manager of General Affairs /25,147 Shares

Human Resources Department, General Manager ofReappointment

Governance Supervisory Department of of the Company（Incumbent）●The reason to be a candidate for directors
He has been involved in our management in light of the wealth of businessexperience, etc. in the human resources and general affairs areas. He also
contributes to promotion of business expansion and globalization of ourcompany. As such a wealth of experience and knowledge will continue tocontribute to our management in the future, he is nominated to be a
candidate for directors.
Apr. 1988

Joined the Company

Apr. 2005

Deputy Manager of Quality Control Division of theCompany

Apr. 2008

General Manager of Quality Control Division of theCompany

Jun. 2010

Director and General Manager of Quality Control
Department of the Company

Apr. 2011
Toyoshi Yoshida
12(March 15. 1963)
Reappointment

Director and General Manager of Quality Assurance
Department of the Company

Apr. 2019

Director and General Manager of Quality Assurance &Regulatory Compliance Department of the Company(Incumbent）●The reason to be a candidate for directors
He has been involved in our management in light of the wealth of businessexperience, etc. in the area of quality assurance as well as management ofpharmaceutical affairs and post-marketing safety. He also contributes topromotion of business expansion and globalization of our company. As sucha wealth of experience and knowledge will contribute enough to ourmanagement in the future, he is nominated to be a candidate for directors.
19

15,383 Shares

May. 1983

General Manager of Pharmacy Department of General
Incorporated Association Tokushukai (Osaka Head Office)Jun.1997

General Manager of Pharmacy Department and General

Yoshiko Tanaka

Manager of Planning Department of General Incorporated(March 28, 1949)

Association Tokushukai (Osaka Head Office)Reappointment

Apr.2002

Part-time Lecturer of Kobe Pharmaceutical University

Jun.2002

President and Representative Director of Medihope

13

Corporation（Incumbent）
Outside Director

Jul.2014

4,297 Shares

Council member of Kobe Pharmaceutical University●The reason to be a candidate for outside directors and the outline of the
expected role
Independence

She has an excellent insight and wealth of experience gained in the former
job. As we can expect her to provide appropriate guidance and supervision
for the business administration based on the knowledge and experience asa business owner, she is nominated to be a candidate for outside directors.
Apr. 1990

Manager of Nursing Division of Preparatory Office for Toho
University Sakura Medical Center

Aug. 1990

Manager of Nursing Division of Tokyo Saiseikai Mukojima
HospitalJun. 1999

Executive Officer of Japanese Nursing Association

Apr. 2002

Manager of Nursing Division and Assistant to Director of
Kyoto University Hospital

Apr. 2007

Professor of Keio University Faculty of Nursing And Medical

Jun. 2010

President of Tokyo Nursing Association

Jul. 2016

Professor of Institute for Biomedical Sciences of Iwate

Care
Yoshiko Shimamori(January 15, 1947)

Medical University
Apr. 201714

Reappointment

University
Apr. 2021

376 Shares

Professor Emeritus and Council member of Iwate Medical
University（Incumbent）

Outside Director
Jun. 2021
Independence

Professor and Dean of School of Nursing of Iwate Medical

Director of the Company（Incumbent）●The reason to be a candidate for outside directors and the outline of the
expected role
Although she does not have an experience of company management, she
has an experience of positions as a nurse and a university professor andthus she has expertise and professional experience mainly in medical field.
As we can expect that her outstanding insight, wealth of experience, andperspective as a healthcare professional shall be utilized in the sustainablegrowth and business administration of our group, she is nominated to be a
candidate for outside directors.

20

Jan. 2000

Branch Manager of Kori Branch, Daiwa Bank Ltd.
(currently Resona Bank, Ltd.)Mar. 2002

General Manager of Taisho Branch, Resona Bank Ltd.

Jun 2004

GeneralManagerofGeneralAffairs

Department,

Administration Division, Toami Corporation
Jun 2006

DirectorandGeneralManagerofGeneralAffairs

Department, Administration Division of the same company
Jun 2008

Managing Director and General Manager of Administration
Division, General Manager of General Affairs Department of
the same company

Jun 2012

Managing Director and General Manager of Administration
Division, General Manager of General Affairs Department
General Manager of Accounting Department of the same
company

Jun 2020

Retired from Managing Director of the same company

Junv2022

Director of the Company（Incumbent）●The reason to be a candidate for outside directors and the outline of the
expected role
Toshiaki Hattori

He has excellent insight and a wealth of experience cultivated through hiswork at financial institutions and key positions in the general affairs and(June 3, 1954)

accounting divisions of listed companies. As we can expect him to provide
appropriate guidance and supervision of business administration based on

Reappointment15

his knowledge and experience as a business owner, he is nominated to bea candidate for outside directors.

Outside Director

Independence

21- sharesApr. 1998

Branch Manager of Tsukiji and Tsukishima Branches, Sakura
Bank Ltd. (currently Sumitomo Mitsui Banking Corporation)
Branch Manager of Shinbashi-higashi Branch of the same

Apr. 2000

company
General Manager of Ginza Corporate Sales Department ofApr. 2002

the same company
Advisor of HORAI Co., Ltd.

Nov. 2002

Director and General Manager of Insurance Department,

Dec. 2002

General Manager of Real Estate Business Department of thesame company
Managing Director and General Manager of President’sOct. 2003

Office, General Manager of Insurance Department of thesame company

Dec. 2008

Senior Managing Director and Executive officer and General
Manager of General Planning Department of the Company

Toshikazu Yoshimori

Senior Managing Director and Executive officer and General(November 8, 1951)

16

New

Manager of Insurance Department, General Manager ofAug. 2012

General Planning Department, in charge of Accounting
Department and System Office of

the Company

Outside Director
Sdovisor of Muromachi Building Co., Ltd.
Independence

Director of Japan Health Insurance Association
Committee Member of Central Social Insurance Medical
Dec, 2013

Council

Oct. 2014
Member of the Long-Term Care Insurance committee,
Apr 2015

Member of the Subcommittee on Long-Term Care Benefits,Expert Member of the Council on Social Security

Oct. 2021●The reason to be a candidate for outside directors and the outline of the
expected role
He has extensive experience and insight gained from his work at financial
institutions, key positions in the business, accounting and systems divisionsof publicly listed companies, and advisory positions with the Ministry of
Health, Labor and Welfare. As we can expect him to provide appropriate
guidance and supervision of business management based on his knowledge
and experience as a business manager, he is nominated as a candidate foroutside directors.

22- sharesApr. 2008

Executive officer and General Manager of Nagoya Sales
Department of Mizuho Corporate Bank, Limited (currently
Mizuho Bank, Ltd.)

Apr. 2010

Managing Director and Executive Officer in Charge of Sales
Department of the same company

Apr. 2012Managing Director and Executive Officer in Charge of Sales
Branches of the same company

Apr. 2013

Executive Vice President of the Units of Large BusinessCorporations, Business Corporations and Financial andPublic Corporations of Mizuho Financial Group, Inc.
Executive Vice President of the Units of Large BusinessCorporations, Business Corporations and Financial andPublic Corporations of Mizuho bank, Ltd.
Representative Vice President of the Units of Large
Business

Corporations,

Business

Corporations

andFinancial and Public Corporations of Mizuho Corporate
Bank, Limited
Jul. 2013

Representative Vice President of the Units of Large
Business

Corporations,

Business

Corporations

andFinancial and Public Corporations of Mizuho Corporate
Bank, Limited

Yasuhiko Imaizumi(September 27, 1956)

Apr. 2014

Representative Vice President of Sales of BusinessCorporations of Mizuho Securities Co., Ltd.

17

New

Apr. 2016

Executive Chairman of Mizuho Securities Co., Ltd.

Jun. 2018

Executive Vice President of NIPPON STEEL KOWA REALESTATE CO., LTD.

Outside Director
Apr. 2019
Independence

President and Representative Director of Director of
NIPPON STEEL KOWA REAL ESTATE CO., LTD.

Apr. 2023

Director and Executive Advisor of NIPPON STEEL KOWA
REAL ESTATE CO., LTD.

Jun. 2023

Executive Advisor of NIPPON STEEL KOWA REAL ESTATE
CO., LTD.
Outside Director of Nippon Seisen Co., Ltd. (Incumbent)(Significant Concurrent Positions)Executive Advisor of NIPPON STEEL KOWA REAL ESTATE CO., LTD.
Outside Director of Nippon Seisen Co., Ltd. (Incumbent)●The reason to be a candidate for outside directors and the outline of the
expected role
He has excellent insight and a wealth of experience cultivated through hiswork at financial institutions and key positions in the general affairs andaccounting divisions of listed companies. As we can expect him to provide
appropriate guidance and supervision of business administration based on
his knowledge and experience as a business owner, he is nominated to bea candidate for outside directors.

23- sharesMar. 1994

President and Representative Director of Mitsuko Ltd.
(currently J MIRAIMEDICAL Co., Ltd.) (Incumbent)

Apr. 2004

President

andRepresentative

Directorof

SAKURA

Corporation

Kishokai

CLINICAL RESEARCH Co., Ltd. (Incumbent)
Jun. 2013

Director of PharmaCluster Co., Ltd

Nov. 2013

Councillor

Apr. 2019(Incumbent)

Jan. 2020

Councillor of Kyoto Pharmaceutical University (Incumbent)

Jun. 2021

Chairman and Representative Director of Leonis Co., Ltd.

Social

Welfare(Incumbent)

Yuka Kushida(October 26, 1963)

ofApr. 2023

Executive Vice President of PharmaCluster Co., Ltd(Position to be changed to Director in June 2024)
Director of Kyoto Pharmaceutical University (Incumbent)

New

18

(Significant Concurrent Positions)
Outside Director- sharesPresident and Representative Director of J MIRAIMEDICAL Co., Ltd.
President and Representative Director of SAKURA CLINICAL RESEARCH

IndependenceCo., Ltd.
Chairman and Representative Director of Leonis Co., Ltd.
●The reason to be a candidate for outside directors and the outline of the
expected role
She has excellent insight and a wealth of experience cultivated throughmany years of managing a dispensing pharmacy group. As we can expect
her to provide appropriate guidance and supervision of businessadministration based on her knowledge and experience as a medical
professional, she is nominated to be a candidate for outside directors.

Notes：
1. There are no special interests between each candidate and the “Company.”
2. The number of the above stocks includes shares held by Stock Ownership Plan of NIPRO as of April
30, 2024.
3. Ms. Yoshiko Tanaka, Ms. Yoshiko Shimamori, Mr. Toshiaki Hattori, Mr. Toshikazu Yoshimori,
Mr. Yasuhiko Imaizumi and Ms. Yuka Kushida are the candidates for outside directors.
4. Ms. Yoshiko Tanaka, Ms. Yoshiko Shimamori and Mr. Toshiaki Hattori will have served as outside
directors of the “Company” for 10 years, 3 years and 2 years, respectively, at the conclusion of thisOrdinary General Meeting of Shareholders.
5. The “Company” has entered into a contract with Ms. Yoshiko Tanaka, Ms. Yoshiko Shimamori, and
Mr. Toshiaki Hattori to limit their 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 such contracts is the minimum liability amount stipulated by law, and the “Company” intends tocontinue such contracts with Ms. Yoshiko Tanaka, Ms. Yoshiko Shimamori and Mr. Toshiaki Hattori if
their reappointment is approved and they assume office. If the appointment of Mr. Toshikazu Yoshimori,
Mr. Yasuhiko Imaizumi and Ms. Yuka Kushida is approved and they assume office, the “Company”
will enter into an equivalent contract with them as well, setting the maximum amount of liability for24damages as the minimum liability amount stipulated by laws and regulations.
6. 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 each candidate is approved and they assume office, they will be
included in the insured under the insurance policy.
7. As Ms. Yoshiko Tanaka, Ms. Yoshiko Shimamori and Mr. Toshikazu Hattori meet the criteria of the“Company” for determining the independence of outside officers, and also satisfy the requirements forindependent officers as stipulated by the Tokyo Stock Exchange, Inc., they will be newly reported as
independent officers if their appointments are approved and they assume office. As Mr. Toshikazu
Yoshimori, Mr. Yasuhiko Imaizumi, and Ms. Yuka Kushida also satisfy the criteria for determining theindependence of outside officers of the “Company” and the requirements for independent officers as
stipulated by Tokyo Stock Exchange, Inc., they will also be newly reported as independent officers if
their appointments are approved and they assume office.

25

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 a substitute Audit & Supervisory Board Member is asfollows.
The Company has obtained approval for this proposal from the Audit & Supervisory Board.
Number of
No.

Name

Career Summary, Positions, Responsibilities and Significant（Date of birth）

Concurrent Positions

Shares of theCompany Held
Oct. 2009

Motoaki Sano
Jun. 2017(Apr 21, 1962)
OutsideGeneral Manager of Electronics Dept. of Sakai Co.,
Ltd. (currently SK Tech Co., Ltd.)
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.

Independence

May. 2022

Assistant to General Manager of Electronics Dept. of
the same company (present)

1●The reason to be a candidate for a substitute Audit &— shares

Supervisory Board Member
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 substitute
Audit & Supervisory Board Member.

Notes：
1. There are no special interests between the candidate and the “Company.”
2. Mr. Motoaki Sano is the candidate for a substitute 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., he will be newly reported as independent officer if the appointment is approved andhe 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.
26