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, 2022

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

Notice of Annual General Meeting of Shareholders for Fiscal
2021 (69th Business Year)
Dear Shareholders,Thank you very much for your continued support.
First of all, I would like to offer my heartfelt sympathy to novel coronavirus (COVID-19)
patients and their concerned people as well as those affected by the spread of
COVID-19 whereas I would also like to express my respect and deep gratitude to the
medical professionals engaged in treatment day and night as well as those who aremaking efforts to prevent the spread of infection.
Please be advised that the 69th general meeting of shareholders of NIPROCORPORATION (the “Company”) will be held on the date and at the place designatedbelow.
Considering the continued concern of the spread of COVID-19, which has not yet
be solved, from the viewpoint of prevetion of spread of COVID-19, the Company
kindly asks you to refrain from attending the general meeting in person to theutmost regardless of your health condition. You may exercise your voting rights
by submitting your proxy via the form or the Internet attached to this Notice.
Please read the enclosed reference document for the general meeting, fill in yourvote “For” or “Against” each agenda to be resolved at the general meeting, affix
your signature or personal seal, and return the completed proxy so that we
receive it by 17:00 in Japan time on June 27, 2022 (Monday).
In addition, please be kindly advised that this general meeting will besimultaneously live-streamed on the Internet. For further details, please refer tothe enclosed "Information on the 69th Ordinary General Meeting of Shareholders".
(please note that you will not be able to participate in the resolutions via the live
streaming.)

1

Notice
1. Date and Time:
2. Place of meeting:June 28 , 2022 (Tuesday), at 10:00 a.m. JST
Kusatsu NIPRO HALL
3023, Noji-cho, Kusatsu City, Shiga Prefecture, JAPAN3. Meeting Agenda
Reports
1. Business report for fiscal 2021 (the 69th business year of theCompany) from April 1, 2021 to March 31, 2022, consolidated
financial statements for fiscal 2021 and report by the independent
auditing firm and council of statutory auditors on the Company
consolidated financial statements for fiscal 2021
2. The Company financial statements for fiscal 2021 (the 69th
business year of the Company) from April 1, 2021 to March 31,
2022
Matters Resolved
Agenda No. 1 Disposition of Surplus
Agenda No. 2 Partial Amendments to the Artiicles of Incorporation
Agenda No. 3 Election of Eighteen (18) Directors
Agenda No. 4 Election of One(1) Reserve Statutory Auditor2

＊Handling when voting rights are exercised two or more times.
If you exercise your voting rights both in writing and via the Internet, your Internet vote will
be counted as the valid vote.
If you exercise your voting rights more than once via the Internet, the last vote will becounted as the valid vote.
○We request that shareholders who are attending the general meeting in person also
complete the enclosed proxy form and hand it to the receptionist on the general
meeting day.
○Based on the laws and regulations and Article 16 of the Articles of Incorporation, thefollowing matters will be announced on the Internet Website of
NIPRO CORPORATION. Therefore, these matters are not described in the attacheddocument of this Notice.
(i) systems necessary to ensure the properness of the Company’s operations andoutline of activities for such systems(ii) consolidated statement of changes in equity(iii) notes to consolidated financial statements(iv) statement of changes in equity(v) notes to non-consolidated financial statements
And the above matters (ii), (iii), (iv) and(v) were audited as part of non-consolidated andconsolidated financial statements when our statutory auditors and independent auditing
firm made the audit report.
○If, after this Notice, any modification or change is made to the enclosed reference
document for the general meeting, business report, non-consolidated and consolidated
financial statements, it will be announced on the Internet Website of NIPROCORPORATION.
Website of NIPRO CORPORATION https://www.nipro.co.jp/ir/stock/meeting.html

3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 following the 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 following via a permanent representative.

Electronic Voting Platform for Institutional Investors
Institutional investors may exercises their voting rights via "Voting Rights Electronic Voting
Platform" operated by ICJ Co., Ltd.

3

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

Disposition 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 thedevelopment, production and sales departments, with the aim of improving the profitability ofits businesses. At the same time, the Company 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 fundwith checking the future’s business development and our fund’s demand on the basis of theabove-mentioned policy, and thus we propose year-end dividends as follows:
Year-end dividends(1) Description of dividends

：

Cash

(2) Allotment of dividends to shareholders, and aggregate amount:
12.50JPyen per common share of the Company
Total: 2,046,209,713JPyen
Combined with the interim dividends of 14.50JPyen per share already paid, theannual dividend for the year ended March 31, 2022 will be 27JPyen per share.
(3) Effective date of profit distribution ：4

June 29, 2022

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the Amendments(1) Introduction of electronic provision of reference documents, etc. for general meetings ofshareholders
In accordance with the enforcement of the revised provisions stipulated in the proviso of
Article 1 of the Supplementary Provision of the "Law for Partial Revision of the Companies
Act" (Law No. 70 of 2019) on September 1, 2022, a system of electronic provision of thematerials of the General Meeting of Shareholders shall be introduced, the following
amendments are made to the Articles of Incorporation of the Company.
(i) Paragraph 1 of Article 16(Electronic Provision of Information, etc.) of the Proposed
Amendment is newly established because the Articles of Incorporation will be required to
stipulate that the company shall take measures for electronic provision of information that isthe content of reference documents, etc. for the General Meeting of Shareholders.
(ii) Paragraph 2 of Article 16 (Electronic Provision of Information, etc.) of the Proposed
Amendment shall be newly establishedto enable to limit the scope within the scope provided in the Ministry of Justice Ordinance,
whose matters to be included in the written documents to be delivered to shareholders who
have requested for the delivery of the documents.
(iii) Article 16 (Internet Disclosure and Deemed Provision of Reference Documents etc. for
General Meeting of Shareholders) of the current Articles of Incorporation is to be deleted as
it will become unnecessary once the electronic provision system of materials for the General
Meeting of Shareholders is introduced.
(iv) Article 1 of the Supplementary Provisions regarding the effect of the above new anddeleted provisions is to be established. This article will be deleted after the expiration date.
(2) Reduction in the Number of Directors
In order to achieve our medium- and long-term management benchmarks, we have been
responding to the challenging business environment while expanding our diverse businessbase so far. Whereas, we introduced an executive officer system in June 2020, and haveworked to build a management foundation and ensure the mobility of business execution.
In light of these management environments, we believe that it is essential to strive toenhance corporate governance and ensure the mobility of management and theeffectiveness of the Board of Directors, and for the purpose of reviewing the number of5directors in order to further strengthen our global business development in the future, wehave decided to revise Article 19 (Number of Directors) of Our Current Articles ofIncorporation. The maximum number of directors as stipulated in Article 19 (Number of
Directors) of the current Articles of Incorporation is to be reduced to 20 or less.
2. Details of the change
Details of the changes are as follows: (Underlined parts indicate changes.)
Current Articles of Incorporation

Proposed Change(To be deleted)(Internet Disclosure and Deemed Provisionof Reference Documents etc., for the
General Meeting of Shareholders)
Article 16.
The Company may, at the time of convening
a general meeting of shareholders, deem tohave provided to the shareholders
information concerning matters to be statedor indicated in the reference documents forthe general meeting of shareholders,business report, financial statements andconsolidated financial statements bydisclosing such information through theInternet in accordance with the provisions of
the applicable Ordinance of the Ministry ofJustice.

(Electronic Provision of Information, etc.)(Newly established)

Article 16.
The Company shall, at the time of convening
a general meeting of shareholders, takemeasures to provide electronically the
information contained in the reference
documents, etc. for the general meeting ofshareholders.
2. The Company may not include all or part ofthe matters for which it takes electronic
provision of information as provided for in
the applicable Ordinance of the Ministry ofJustice in the document to be delivered to6

shareholders who have made a written
request by the Record Date for Voting Rights.
(Number of Members)(Number of Members)

Article 19.

Article 19.

The Company shall have no more than forty

The Company shall have no more than(40) directors.

twenty (20) directors.
(Newly established)(Supplementary Provisions)
Article 1.
Deletion of Article 16 (Internet Disclosure
and Deemed Provision of Reference
Documents, etc. for the General Meeting of
Shareholders) of the current Articles ofIncorporation and newly established Article
16 (Measures for Electronic Provision, etc.)of the Proposed Amendment shall takeeffect from September 1, 2022.
2. Notwithstanding the provisions of thepreceding paragraphArticle 16 (Internet Disclosure and Deemed
Provision of Reference Documents, etc. for
General Meetings of Shareholders) of thecurrent Articles of Incorporation shall remainin effect with respect to general meetings ofshareholders whose date is within six
months from September 1, 2022.
3. This Supplementary Provision shall bedeleted upon the expiration of six months
from September 1, 2022, or three (3) months
after the date of the general meeting ofshareholders set forth in the preceding
paragraph, whichever is later.

7

Proposal No. 3

Election of Eighteen (18) Directors

The office term of the all (28) directors will expire at the close of the general meeting ofshareholders for the year. 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 and Mr. Kaname Sadahiro will resign director on that occasion.
Accordingly, we propose eighteen(18) directors will be elected including 6 outside directors.
The candidates for the director’s positions are as follows.
If this proposal is approved and each candidate assumes office as a director, the ratio ofoutside directors to all directors is expected to be one-third.

Name

Brief history of career, title, and position within the Company;(Date of birth)

important career in other companies

Number of theCompany
shares owned

Yoshihiko Sano

Nov. 1975

Joined Kabushiki Kaisha NIPRO(January 16, 1945)

Feb. 1993

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

Reappointment
Jun. 2000

Director and General Manager of Marketing Divisionof the same company

Jun. 2000

Director of the Company

Apr. 2001

Director

and

DeputyGeneralManagerofDomestic Division of the Company
1Jun. 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 theCompany（Incumbent）

8

97,688 Shares

●The reason for the Director candidate
He was appointed to President and Representative Director of ourcompany in May 2012 through the wealthy experience in the fieldsof medical equipment’s technical sales and marketing.
And, since then, He consistently makes progress in the expansionof our performance with promoting our global deployment andenhancing our brand image by initiating improvement of product’s
quality.
His experience and contribution to our performance will contributeto make decision in the Board of Directors and develop our global
business and improve our corporate value in the future.
That’s why he is continued to be the Director candidate.

Kiyotaka Yoshioka

Apr. 1976

Joined Kabushiki Kaisha NIPRO(April 29, 1953)

Feb. 1993

Manager of Nagoya Branch Office of the same
company

Reappointment

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 the2Company
Jun. 2006

DirectorandGeneralManagerofMarketing

Department of Domestic Division of the Company
Jun.2012

Managing

DirectorandGeneralManagerofManagerofDomestic Division of the Company
Managing
Feb.2013

DirectorandGeneralDomestic Division and Chief of Business Strategy
Office of the Company（Incumbent）

9

10,000 Shares

●The reason for the Director candidate
He has been involved in our management in light of the wealth ofbusiness experience, etc. in the marketing and sales areas of our
medical equipment.
Also, He makes progress in the performance of the domestic salesof medical equipment, and plays an important role in ourmanagement.
In this way, His experience and contribution to our performance willcontribute to make decision in the Board of Directors and develop
our global business and improve our corporate value in the future.
That’s why he is continued to be the Director candidate.

Toshiaki Masuda

Apr. 1975

Joined the Company(September 2, 1952)

Apr. 2003

General Manager of Dialysis Product Marketing
Department, Domestic Division of the Company

Reappointment

Jul. 2006

General Manager of Dialysis Product Development
and Sales Department and General Manager ofHigh-Performance Product Development and Sales
Department of Domestic Division of the Company

Apr. 2008

General Manager of Product Development andSales Headquarters and General Manager of
Cardiovascular Surgical Product Development andSales Department of Domestic Division of theCompany3Jun. 2008

DirectorandGeneralManagerof

Product

Development and Sales Headquarters of Domestic
Division of the Company
Nov. 2008

DirectorandGeneralManagerof

Product

Development and Sales Headquarters of Domestic
Division and Chief of Research & Development
Institute of Manufacturing Technology/R&D Divisionof the Company
Nov. 2010

DirectorandGeneralManagerof

Product

Development and Sales Headquarters of Domestic
Division and Chief of Research & Development
Institute of the Company
Jun.2012

Managing Director and Chief of Research &Development Institute of the Company
10

13,214 Shares

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 Division for Planning, Development &MarketingandgeneralManagerof

Product

Planning Headquarters and Chief of Research &Development Institute of the Company
Apr.2015

Managing Director and General Manager of Medical
Technology Division for Planning, Development &Marketing,Managerof

Product

Planning

Headquarters, Chief of Research & Development
InstituteandGeneralof

Surgical

Devices

Division(SD Division) of the Company
Jun.2015

Managing Director and General Manager of Medical
Technology Division for Planning, Development &Marketing, Chief of Research & Development
Institute and General Manager of Surgical Devices
Division(SD Division) of the Company （Incumbent）●The reason for the Director candidate
He has been involved in our management in light of the wealth ofbusiness experience, etc. in the medical equipment’s product anddevelopment areas.
Also, He makes progress in the performance of the medical
equipment, and plays an important role in our management.
In this way, His experience and contribution to our performance willcontribute to make decision in the Board of Directors and develop
our global business and improve our corporate value in the future.
That’s why he is continued to be the Director candidate.

Kyoetsu Kobayashi

Jan. 1981

Joined Nihon Medical Industries Ltd.

(May 19, 1955)

Apr. 1998

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

4

Reappointment

Jul. 1999

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

Aug. 2001

General Manager of Manufacturing Department Ⅲ
of Odate Factory of Manufacturing Technology/
11

18,869 Shares

R&D Division of the Company
Sep. 2003

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

Apr. 2004

Chief

of

Odate

Factoryof

Manufacturing

Technology/ R&D Division of the Company
Jun. 2009

Director

and

Chief

of

Odate

Factoryof

Manufacturing Technology/ R&D Division of theCompany
Nov. 2010

Director and Chief Odate Factory of the Company

Apr.2014

Managing Director and General Manager of Global
Production Division and Chief of Odate Factory of
the Company

Apr.2022

Managing Director and General Manager of Global
Production Division（Incumbent）●The reason for the Director candidate
He has been involved in our management in light of the wealth ofbusiness experience, etc. in the medical equipment manufacturing
areas.
Also, He makes progress in the performance of the medical
equipment, and plays an important role in our management.
In this way, His experience and contribution to our performance willcontribute to make decision in the Board of Directors and develop
our global business and improve our corporate value in the future.
That’s why he is continued to be the Director candidate.
Kimihito Minoura

Apr. 1995

Joined the Company(October 12, 1972)

Apr. 2005

Section

Chiefof

Corporate

Planning&

Coordination Department, Accounting & Corporate
Reappointment

Planning Division of the Company
Jun. 20095

DirectorandGeneralManager

Planning&

CoordinationofCorporate

Department

of

the

Company
Jul.2014

Director

25,937 Shares
andGeneralManagerofCorporate

Planning Headquarters and Manager of Corporate
Planning Department
Jun.2015

DirectorandGeneralManagerofCorporate

Planning Headquarters and General Manager of
Product
12

Planning

HeadquartersofMedicalTechnology Division for Planning, Development &Marketing of the Company
Feb,2016

Director and General Manager of Product Planning
Headquarters of Medical Technology Division for
Planning,

Development&

MarketingoftheCompany
Apr.2017

Director and General Manager of New Business
Development Headquarters 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.2018

Managing Director and General Manager of Cell
products Division and General Manager of New
Business

Development

Headquarters

of

the

Company
Aug.2018

Managing Director and General Manager of Divisionof Regenerative and Advanced Therapy, General
Managerof

New

Business

Development

Headquarters of the Company（Incumbent）●The reason for the Director candidate
He has been involved in our management not only in light of thewealth of business experience, etc. in the accounting and financeinvolved in the international accounting areas but also in light of thewealth of knowledge in product planning business based on his
international experience.
Also, He contributes to promotion of business expansion andglobalization of our company.
Such a wealth of experience and knowledge

will contributeenough to our management in the future.
That’s why he is continued to be the Director candidate.
Tsuyoshi Yamazaki

Apr. 1991

Joined the Company(March 30, 1968)

Feb. 2009

Deputyof

NIPRO

Department of Global Business

Reappointment
6

Manager

Brand

Sales

Division of theCompany
Jun. 2009

Director and General Manager of NIPRO Brand
Sales Department of Global Business Divisionofthe Company
Apr. 2012

Director and General Manager of International
13

17,776 Shares

Marketing Department of Global Business Divisionof the Company
Jan.2014

Director and General Manager of Global Strategy
Section of Global Business

Division of theCompany
Jul.2014

Director and General Manager of MP Glass Divisionof the Company

Jan.2015

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

Apr.2016

DirectorandGeneralManagerofPharmaPackaging Division and Chief of Global Strategy
Office of the Company
Apr.2018

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

Jun.2018

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

Jun.2020

Managing

DirectorandGeneralManagerofInternational Business Division and Global Business
Division and in charge of Pharma Packaging
Division
May.2021

Managing

DirectorandGeneralManagerofInternational Business Division and in charge of
Pharma Packaging Division（Incumbent）(Important concurrent situation)
President and Representative Director of Nipro Europe
Group Companies N.V.
●The reason for the Director candidate
He has been involved in our management in light of the wealth ofbusiness experience, etc. in the international sales of medical
equipment and container areas.
Also, He contributes to promotion of business expansion andglobalization of our company.
Such a wealth of experience and knowledge will contribute enoughto our management in the future.
That’s why he is continued to be the Director candidate.

14

Kazuhiko SanoMar. 1974

Joined the Company(January 6. 1952)

Apr.1998

Deputy Manager of Department Ⅰof Research &Development Institute of the Company

Reappointment
Mar.2001

General Manager of Department Ⅰof Research &Development Institute of the Company

Apr. 2001

General Manager of Department Ⅰof Research &Development

InstituteofManufacturing

Technology/R&D Division of the Company
Jun. 2010

Director and General Manager of Department Ⅰof
Research & Development Institute of Manufacturing
Technology/R&D Division of the Company

Nov. 2010

Director and General Manager of DepartmentⅠof
Research & Development Institute of the Company

Apr.2013

Director and Chief of Production Technology Centerof the Company

Apr.2014

Director and Deputy General Manager of Global
Production Division, Chief of Production Technology
Center of the Company

7

Feb.2018

Director

and

DeputyGeneralManagerofConstruction & Engineering Headquarters and
Deputy General Manager of Global Production
Division andChief of Production Technology

Center of the Company
Jun.2018

Managing Director and Deputy General Manager of
Global Production Division and Chief of Production
Technology Center of the Company

Apr.2019

Managing

DirectorandGeneralManagerof

Production Technology Development Division andChief of Production Technology Center and Deputy
General Manager of Global Production Division of
the Company
Jan.2020

Managing

DirectorandGeneralManagerofConstruction & Engineering Headquarters andGeneralManagerof

Production

Technology

Development Division and Chief of Production
Technology Center and Deputy General Manager of
Global Production Division of the Company（Incumbent）
15

15,127 Shares

●The reason for the Director candidate
He has been involved in our management in light of the wealth ofbusiness experience, etc. in the development of manufacturingmachinery medical equipment.
Also, He contributes to promotion of business expansion andglobalization of our company.
Such a wealth of experience and knowledge will contribute enoughto our management in the future.
That’s why he is continued to be the Director candidate.
Kenichi Nishida

Apr. 1994

Joined the Company(January 13. 1970)

Apr. 2007

Chief Researcher of Research Planning Office ofPharmaceutical

Reappointment

Research

Laboratories

ofManufacturing Technology/ R&D Division of theCompany
Aug. 2007

Section Chief of Research Planning Office ofPharmaceutical

Research

Laboratories

ofManufacturing Technology/ R&D Division of theCompany
Jun. 2010

DirectorandGeneralPlanning

OfficeofManagerofResearch

Pharmaceutical

Research

Laboratories of Manufacturing Technology/ R&D
Division of the Company
Nov. 20108

Director
Planning

andGeneral

Office,ManagerofResearch

Pharmaceutical

Research

Laboratories of the Company
Oct.2012

Director and General Manager of Pharmaceutical
DeviceDevelopment

Department

ofPharmaceutical Division of the Company
Jun.2017

President and Representative Director of Nipro
Pharma Corporation（Incumbent）

Apr.2018

Director and General Manager of Pharmaceutical
Division and General Manager of Pharmaceutical
Development

Promotion

Department

of

the

Company
Jun.2018

Managing

DirectorandGeneralManagerofPharmaceutical Division and General Manager of
Pharmaceutical

Development

Department of the Company
16

Promotion

5,313 SharesApr.2021

Managing

DirectorandGeneralManagerofPharmaceutical Division
Oct.2021

Managing Director andResearch

Planning

General Manager of

OfficeofPharmaceutical

Research Laboratories（Incumbent）(Important concurrent situation)
President and Representative Director of Nipro Pharma
Corporation●The reason for the Director candidate
He has been involved in our management in light of the wealth ofbusiness experience, etc. in the research and the promotion ofplanning and development of pharmaceutical products.
Also, He contributes to promotion of business expansion andglobalization of our company.
Such a wealth of experience and knowledge will contribute enoughto our management in the future.
That’s why he is continued to be the Director candidate.
Yasushi Ohyama

Mar.2003

Joined the Company(December 14, 1962)

Apr.2009

Deputy Manager of Vascular Product Development
and Sales Department of Product Development andReappointment

Sales Headquarters of Domestic Division of theCompany
Apr.2011

General Manager of Vascular Product Development
and Sales Department of Product Development andSales Headquarters of Domestic Division of theCompany

9Feb.2013

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

Jun.2013

Director and General Manager of Vascular Business
Unit Department of Domestic Division of theCompany

Oct.2014

Director and General Manager of Vascular Business
Unit Department of Medical Technology Division for
Planning,

Development&

MarketingoftheCompany
Apr.2015

Director and General Manager of Vascular Divisionof the Company
17

17,121 SharesJun.2015

President and Representative Director of Goodman
Co.,Ltd （Incumbent）

Apr.2018

Director and General Manager of Vascular Division,
General Manager of Vascular Product Sales &Development Headquarters

Jun.2018

Managing

DirectorandGeneralManagerof

Vascular Division, General Manager of Vascular
Product Sales & Development Headquarters（Incumbent）(Important concurrent situation)
President and Representative Director of Goodman Co.,Ltd●The reason for the Director candidate
He has been involved in our management in light of the wealth ofbusiness experience, etc. in the vascular business.
Also, He contributes to promotion of business expansion andglobalization of our company.
Such a wealth of experience and knowledge will contribute enoughto our management in the future.
That’s why he is continued to be the Director candidate.
Takehito Yogo

Oct.1996(October 28, 1968)
Reappointment

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
10

Director and General Manager of Management
Division of the same company

Jan.2009

5,062 Shares

Director and General Manager of Management
Headquarters and Production Headquarters of thesame company

Oct.2009

President and Representative Director of the same
company

Jun.2015

Director and Deputy General Manager of Corporate
Planning Headquarters and General Manager ofCorporate Planning Department of the Company

Feb.2016

Director
18

andGeneralManagerofCorporate

Planning Headquarters and General Manager ofCorporate Planning Department of the Company
Jun.2018

Managing

DirectorandGeneralManagerofCorporate Planning Headquarters and General
Manager of Corporate Planning Department of theCompany
Apr.2020

Managing

DirectorandGeneralManagerofCorporate Planning Headquarters of the Company（Incumbent）●The reason for the Director candidate
He has been involved in our management in light of the wealth ofbusiness experience in the vascular business and of experience asa certified public accountant.
Also, He contributes to promotion of business expansion andglobalization of our company.
Such a wealth of experience and knowledge will contribute enoughto our management in the future.
That’s why he is continued to be the Director candidate.
Hideto Nakamura

Apr. 1980

Joined the Company(April 1, 1958)

Apr. 2008

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

Reappointment

Jun. 2009

DirectorandGeneralManagerof

Human

Resources / General Affairs Division of theCompany
Jul.2014

Director and General Manager of General Affairs /Human Resources Headquarters and General

11

Manager of Human Resources Department of theCompany
Apr.2020

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

Aug.2021

Director and General Manager of General Affairs /Human Resources Headquarters and General
Manager of Governance Supervise Division of theCompany （Incumbent）●The reason for the Director candidate
He has been involved in our management in light of the wealth ofbusiness experience, etc. in the personnel and labor and general
19

22,942 Sharesaffairs areas.
Also, He contributes to promotion of business expansion andglobalization of our company.
Such a wealth of experience and knowledge will contribute enoughto our management in the future.
That’s why he is continued to be the Director candidate.
Toyoshi Yoshida

Apr. 1988

Joined the Company(March 15. 1963)

Apr. 2005

Deputy Manager of Regulatory Affairs Division of
the Company

Reappointment

Apr. 2008

General Manager of Regulatory Affairs Division of
the Company

Jun. 2010

Director and General Manager of Regulatory Affairs
Division of the Company

Apr. 2011

Director and General Manager of Quality Assurance& Regulatory Compliance Division of the Company

Apr. 2019

Director and General Manager of Quality Assurance& Regulatory Compliance Division of the Company

12

14,791 Shares（Incumbent）●The reason for the Director candidate
He has been involved in our management in light of the wealth ofbusiness experience, etc. in the quality assurance, management ofpharmaceutical affairs, post-marketing safety management.
Also, He contributes to promotion of business expansion andglobalization of our company.
Such a wealth of experience and knowledge will contribute enoughto our management in the future.
That’s why he is continued to be the Director candidate.
May. 1983

General Manager of Pharmacy Department of

Yoshiko Tanaka

General(March 28, 1949)(Osaka Head Office)Reappointment

Jun.1997

Incorporated

Association

Tokushukai

General Manager of Pharmacy Department andGeneral Manager of Planning Department of General

13

Incorporated Association Tokushukai (Osaka Head

Outside Director

Office)Independence

Apr.2002

Part-time

Lecturerof

Kobe

Pharmaceutical

University
Jun.2002

President and Representative Director of Medihope
Corporation（Incumbent）
20

3,173 SharesJun.2014

Director of the Company（Incumbent）

Jul.2014

Council member of Kobe Pharmaceutical University●The reason for the outside director candidate and the outline of
the expected role
She has an excellent insight and wealth of experience gained in
the former job.
Therefore, we can expect her to provide appropriate guidance andsupervision for the business administration based on theknowledge and experience as a business owner.
That’s why she is the Outside Director candidate.
Yoshiko Shimamori

Apr. 1990(January 15, 1947)

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

Aug. 1990

Manager of Nursing Division of Tokyo Saiseikai
Mukojima Hospital

Reappointment

Jun. 1999

Executive Officer of Japanese Nursing Association

Apr. 2002

Manager of Nursing Division and Assistant to

Outside Director

Director of Kyoto University Hospital
Apr. 2007

Independence

Professor of Keio University Faculty of Nursing And
Medical Care

Jun. 2010

President of Tokyo Nursing Association

Jul. 2016

Professor of Institute for Biomedical Sciences of
Iwate Medical University

14

Apr. 2017

Professor and Dean of School of Nursing of Iwate
Medical University

Apr. 2021

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

Jun. 2021

Director of the Company（Incumbent）●The reason for the outside director candidate and the outline of
the expected role
Although she does not have an experience of company
management, she has an experience of important positions as anurse and a university professor and thus she has expertise andprofessional experience mainly in medical sector.
We can expect that her outstanding insight, wealth of experience,and perspective as a healthcare professional shall be utilized in thesustainable growth and business administration of our group.
That’s why she is the outside director candidate.

21－ SharesToshiaki Hattori

Jan.2000(June 3, 1954)

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

General Manager of Taisho Branch, Resona Bank
Ltd.

New

Jun. 2004

General Manager of General Affairs Department,
Administration Division, Toami Corporation General

Outside Director
Jun. 2006

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

Outside Director

company
Jun. 2008

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

Jun. 2012Managing Director, General Manager of
Administration Division and General Manager of

15

General Affairs Department and General Manager－ Sharesof Accounting Department of the same company
Jun. 2020

Retired from Managing Director of the same
company●The reason for the outside director candidate and the outline of
the expected role
He has excellent insight and a wealth of experience cultivatedthrough his work at financial institutions and key positions in thegeneral affairs and accounting divisions of listed companies.
Therefore, we can expect him to provide appropriate guidance andsupervision of business administration based on his knowledge
and experience as a business owner.
That’s why he is the Outside Director candidate.

Katsunobu HashimotoJan. 1981(June 2, 1950)

Technology (Incumbent)
May.1991

Outside Director

Executive Director of Educational Corporation
Osaka Jikei College

New
16

Secretary-general of Osaka College of Medical

Apr. 2011

Secretary-general of Jikei Graduate University of
Health Care Sciences (currently Jikei University of

Independence

Health Care Sciences) (Incumbent)
Apr. 2015

President of Izumo Medical Nursing College(Incumbent)

Apr. 2018

President of Osaka Medical Welfare College
22－ Shares(Incumbent)
Apr. 2020

President of Osaka Medical Nursing College(Incumbent)

Apr. 2022

President of Osaka High Technology College(Incumbent)
President of Osaka Health and Welfare College(Incumbent)●The reason for the outside director candidate and the outline of
the expected role
Although he does not have an experience of company
management, he has excellent insight and a wealth of experience
gained through human resource development specializing in the
medical and welfare fields.
We can expect that his outstanding insight, wealth of experience,and perspective shall be utilized in the sustainable growth andbusiness administration of our group.
That’s why he is the Outside Director candidate.
Hidehiko Kawazu

Jun. 1987(March 3, 1945)

Manager of Division of Welfare for the Mentally
Retarded, Tokyo Metropolitan Government Bureauof Social Welfare and Public Health(Manager of Head Office)New
Jul. 1989
Outside Director

Manager of Division of Children, Tokyo Metropolitan
Government Bureau of Social Welfare and Public
Health (General Manager)

Independence
Jul. 1991

Deputy Branch Chief of Northern Branch No. 2 0f
Tokyo

17

Metropolitan

Government

Bureauofwaterworks (General Manager)
Aug. 1994

Councilor of General Affairs Department, Tokyo
Metropolitan Government Bureau of Social Welfare
and Public Health (General Manager of Head
Office)Jun. 1995

General Manager of Division of Children and Family,
Tokyo Metropolitan Government Bureau of Social
Welfare and Public HealthJul. 1997

General Manager of Division of Community Welfare
Promotion, Tokyo Metropolitan Government Bureauof Social Welfare and Public Health23－ SharesApr. 1999

General Manager of Division of Living Environment,
Tokyo Metropolitan Government Bureau of Health

Apr. 2001

General Manager of Division of Food and Drug
Safety, Tokyo Metropolitan Government Bureau ofHealthApr. 2002

Professor,

Facultyof

Education,

Tamagawa

University(Head of Department of Infant Development)
Apr. 2008

Dean, Faculty of Education, Tamagawa University

Jun. 2018

Chief Director, Social Corporation Yuai Gakuen(Incumbent)●The reason for the outside director candidate and the outline of
the expected role
Although he does not have an experience of company
management, he has excellent managerial insight and a wealth ofexperience gained through important positions in the field of Social
Welfare as Tokyo Metropolitan Government official as well as an
educator. Therefore, we can expect that his outstanding insight,
wealth of experience, and perspective shall be utilized in thesustainable growth and business administration of our group.
That’s why he is the Outside Director candidate.
Kiyomi Aoyama

Apr. 1990(January 3, 1948)

Manager of Division of Maternal and child Health,Tokyo Metropolitan Government Bureau of Social
Welfare and Public Health

New

Apr. 1992

Councilor of Public health center of Nihonbashi,
Chuo Ward (Prevention section manager work

Outside Director

Handler)18

Independence

Apr. 1998

Director of Shinagawa Ward Public Health Center

Apr. 2002

Director and General Manager of Nakano Ward
Public Health Center

Apr. 2007

Director of Minato Ward Public Health Center

May. 2010

Full-time contract doctor, Occupational Health
Association (currently Japan Medical Checkup
Foundation) (Incumbent)●The reason for the outside director candidate and the outline of
the expected role
Although he does not have an experience of company
management, she has excellent managerial insight and a wealth of24－ Sharesexperience gained through important positions in the field of Social
Welfare as Tokyo Metropolitan Government official as well as adoctor. Therefore, we can expect that her outstanding insight,
wealth of experience, and perspective shall be utilized in thesustainable growth and business administration of our group.
That’s why she is the Outside Director candidate.

Notes：
1. There is no special relation between any candidate and the Company.
2. The number of the above stocks includes shares held by Stock Ownership Plan of
NIPRO as of April 30, 2022.
3. Ms. Yoshiko Tanaka, Ms. Yoshiko Shimamori, Mr. Toshiaki Hattori, Mr. Katsunobu
Hashimoto, Mr. Hidehiko Kawazu and Ms. Kiyomi Aoyama are candidates as Outside
Directors.
4. Ms. Yoshiko Tanaka’s tenure as an Outside Director is for 8 years and Ms. Yoshiko
Shimamori's tenure is for 1 years at the conclusion of this Ordinary General Meeting of
Shareholders.
5. We have already signed a contract which limits the liability for damages as specified inarticle 423 paragraph 1 of the Companies Act based on article 427 paragraph 1 of thesame regulations with Ms. Yoshiko Tanaka and Ms. Yoshiko Shimamori, and the
maximum amount of liability for damages based on this contract is the minimum liability
amount determined by lows and regulations. If they are elected again as Outside
Directors, we will continue to the contract with them. Likewise, if Mr. Toshiaki Hattori, Mr.
Katsunobu Hashimoto, Mr. Hidehiko Kawazu and Ms. Kiyomi Aoyama are elected as
Outside Directors, we will sign the contract with them as well.
6. We have concluded a directors' and officers' liability insurance policy with an insurancecompany, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, and thepremiums for the policy are fully borne by us. The insurance policy will covercompensation for damages and litigation expenses that may arise as a result of theinsured directors and officers being held liable for the performance of their duties orbeing subject to claims in connection with the pursuit of such liabilities.
If the appointment of each candidate is approved and they assume office, they will be
included in the insured under the insurance policy.
7. Ms. Yoshiko Tanaka and Ms. Yoshiko Shimamori meet the Company's criteria for
determining the independence of outside officers. Ltd. and will continue to be reported to
the Tokyo Stock Exchange as independent directors/auditors if their reappointment isapproved and they assume office. Mr. Toshiaki Hattori, Mr. Katsunobu Hashimoto, Mr.
Hidehiko Kawazu, and Ms. Kiyomi Aoyama also satisfy the criteria for independence of25

outside officers of the Company and the requirements for independent officers as
stipulated by Tokyo Stock Exchange, Inc. Therefore, the Company intends to registerthem as new independent directors/auditors if their appointment is approved and they
assume office.
<Reference> Skill Matrix
Knowledge, experience, abilities, etc. possessed by the directors and auditors of theCompany (scheduled after the conclusion of the 69th Ordinary General Meeting of
Shareholders)Name

Position

Corporate
Financial
ManageAccounting
ment

1

Yoshihiko Sano

Director

2

Kiyotaka Yoshioka

Director

3

Toshiaki Masuda

Director

4

Kyoetsu Kobayashi

Director

5

Kimihito Minoura

Director

6

Tsuyoshi Yamazaki

Director

7

Kazuhiko Sano

Director

8

Kenichi Nishida

Director○

9

Yasushi Oyama

Director○

10 Takehito YOGO

Director

Hideto Nakamura

Director

12 Toyoshi Yoshida

Director

11

13 Yoshiko Tanaka
14 Yoshiko Shimamori
15 Toshiaki Hattori

OutsideDirector
OutsideDirector
OutsideDirector(New)

Legal,
Ethical,ESG
Production / R & D /Crisis(Sustainability)
quality
Technology
Management

◎

○
○

◎

◎

Sales / marketing

○

○

○

◎

○
○

○

◎

○

◎
○

◎

◎

○

○

○

○
◎

◎
◎

○
○

○

HR
Development

○

○

○

IT / Digital

◎

○

◎

global◎◎16 Katsunobu Hashimoto

OutsideDirector(New)○◎17 Hidehiko Kawazu

OutsideDirector(New)○◎

18 Kiyomi Aoyama

OutsideDirector(New)

19 Takayuki Nomiya
20 Kazumichi Irie
21 Masayoshi Hasegawa○

AuditorOutsideAuditorOutsideAuditor

○

◎

◎

○
◎

◎
○

○

(Note)
1. Although the three areas of knowledge, experience, and abilities of the directors and corporate auditors are listed, they do
not represent all of the knowledge, experience, and abilities possessed by the directors and corporate auditors.
2. ○ indicates areas in which directors and corporate auditors have in-depth knowledge, experience, and abilities; whereas◎indicates areas in which directors and corporate auditors have the most in-depth knowledge, experience, and abilities.
The Company's main business is the manufacture and sale of medical devices, pharmaceuticals, glass products, etc., andthe Company aims to proactively expand its business in markets around the world. Therefore, the Company needs amanagement members that is both appropriately sized to accommodate its expanding business scale and diverse in termsof gender, internationality, work experience, age, and other factors. The Company recognizes that the sustainable growth of
the Company and the enhancement of its corporate value can be achieved when these management members are in chargeof business execution (directors) and have the roles and responsibilities to promote the businesses under their control.
Therefore, the Board of Directors determines whether a person is qualified to serve as a director or auditor of the Company
based on her or his knowledge, experience, and abilities in management, financial accounting, legal affairs, research anddevelopment, and human resources development. In addition, Independent outside directors shall include those who have
corporate management experience at other companies and are capable of providing accurate proposals and advice tomanagement from a broad perspective.

26

The reasons for the selection of each of the skills are as follows
skills areareasons

Relevance to Management Strategy

To improve profitability through business restructuring andstrengthen governance structure

General Strategy

Financial Accounting

To support stable corporate development in financial terms

To strengthen Management Base

Legal, Ethical, Crisis Management

To support stable corporate development in legal, ethical and risk
management aspects

To strengthen Management BaseESG (Sustainability)

To build a highly sustainable business model

To promote sustainability
management and invest in growthbusinesses

Production / quality

To supply safe and high quality products to the field

To strengthen core businesses

R & D / Technology

To develop innovative products

To strengthen core businesses

Sales / marketing

To strengthen our business with industry experience andknowledge

To strengthen core businesses

GlobalTo strengthen the solutions business globally

To strengthen global expansion

IT / Digital

To promote Digital Transformation in internal systems andproducts

To accelerate Digital Transformation
investments

HR Development

To strengthen the development and utilization of humanresources

To strengthen investment in humanresources

Corporate Management27

Proposal No.4

Election of One (1) Reserve Statutory Auditor

We should prepare for a vacancy that may result in non-compliance with the number ofstatutory auditor, and therefore one (1) reserve statutory auditor should be elected.
Presentation of this matter at the general meeting has been approved by the council ofstatutory auditors.
The candidate for reserve statutory auditor is as follows:
Name

Brief history of career and the important career in other

Date of birthcompanies
Apr. 2003

Shigeru Yanagase(May 2, 1947)

Number of theCompany shares
ownedManager of Special equipment Division of
Nippon Sheet Glass Company, Ltd.

Jul. 2007

Resigned the same company(Incumbent)●The reason for the reserve statutory auditor candidate
Outside Auditor

He has an excellent and extensive knowledge and－ Sharesexperience in his former career. We can expect him toprovide proper guidance and supervision in the auditing andIndependence

business management of the Company from an objective
standpoint, the Company proposes that shareholders electhim as the reserve statutory auditor candidate.

Notes：
1. There is no special relation between the candidate and the Company.
2. Mr. Shigeru Yanagase is the candidate as reserve outside statutory auditor.
3. Mr. Shigeru Yanagase meets the requirements for independent statutory auditors set
forth by the Tokyo Stock Exchange.

Accordingly, he will become such independent

statutory auditor if he is inaugurated as a statutory auditor.
4. If Mr. Shigeru Yanagase is inaugurated as a statutory auditor, the Company will enter
into a contract with him which limits the liability for damages as specified in Article 423
Paragraph 1 of the Companies Act in accordance with Article 427 Paragraph 1 of theCompanies Act. The maximum amount of liability for damages under such contract isthe minimum liability amount determined by laws and regulations.
5. The Company has entered into an officers’ liability insurance contract with an insurancecompany as stipulated in Article 430-3 Paragraph 1 of the Companies Act, designating
officers, etc. as insureds, which will cover damage, legal costs, etc. that may be
incurred by the insureds as a result of assuming responsibility for the execution of theirduties or receiving claims related to the pursuit of such responsibility.

If Mr. Shigeru

Yanagase is inaugurated as a statutory auditor, he will be designated as an insured
under the aforementioned liability insurance.

28