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

Securities identification code: 6376
March 10, 2023

To our shareholders:Toshihiko Kai

President & Chief Executive Officer

NIKKISO CO., LTD.
4-20-3 Ebisu, Shibuya-ku, TokyoNOTICE OF THE 82ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 82nd Ordinary General Meeting of Shareholders of NIKKISO CO., LTD.
(the “Company”), which will be held as described below.
In convening the Ordinary General Meeting of Shareholders, we have taken measures to provide
information included in Reference Documents for the General Meeting of Shareholders electronically andposted them on the following three websites on the internet as the “Notice of the 82nd Ordinary General
Meeting of Shareholders.” Please access the following websites to review the Reference Documents for
the General Meeting of Shareholders.
The Company’s website

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

The "Notice of the 82nd Ordinary General Meeting of Shareholders" is also available on thefollowing two websites on the internet.
Japan Exchange Group’s
website (Listed
Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

General Meeting of
Shareholders Website

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

If you do not attend the meeting in person, you may exercise your voting rights in advance via theinternet or in writing. Please review the Reference Documents for the General Meeting of
Shareholders posted on the above websites or the Reference Documents for the General Meeting of
Shareholders shown below (the Reference Documents for the General Meeting of Shareholders
below are the same as those posted on the websites above), and exercise your voting rights by 5:30
p.m. on Wednesday, March 29, 2023 (Japan Standard Time).

1

Meeting Details

1.

Date and time:2.

Venue:

3.

Purposes:
Items to be Reported:

Thursday, March 30, 2023, at 10:00 a.m. (Japan Standard Time)(The reception desk will open from 9:00 a.m.)
Nikkiso Higashimurayama Office, R&D Center
Multi-Purpose Bldg. 7F, Conference Room
2-16-2 Noguchi-cho, Higashimurayama-shi, Tokyo(1) Business Report and Consolidated Financial Statements for the 82nd Term (from January
1, 2022 to December 31, 2022), as well as the results of audits of the Consolidated
Financial Statements by the Accounting Auditors and the Audit & Supervisory Board(2) Non-Consolidated Financial Statements for the 82nd Term (from January 1, 2022 to
December 31, 2022)
Items to be resolved:
Proposal 1
Election of nine (9) Directors
Proposal 2
Election of two (2) Audit & Supervisory Board Members
4.

Other decisions concerning convocation of this General Meeting of Shareholders(1)

Voting by postal mail(2)

Voting via the internet(3)

Voting by multiple methods
such as by postal mail andvia the internet(4)

Voting multiple times via theinternet

Please follow the “Instructions on How to Exercise Voting Rights” (Page3), indicate your approval or disapproval of each proposal on the enclosed
voting form, and return it by mail to reach us by the below deadline. Must
be exercised by
Wednesday, March 29, 2023, at 5:30 p.m. (Japan Standard Time)
If there is no indication of approval or disapproval for any of the proposals,
it will be treated as an indication of approval.
Please follow the “Instructions on How to Exercise Voting Rights via theinternet” (Page 3), and exercise your voting rights by the below deadline
from the voting website designated by the Company(https://www.web54.net). Must be exercised by
Wednesday, March 29, 2023, at 5:30 p.m. (Japan Standard Time)If you have exercised your voting rights through multiple methods such as
by postal mail and via the internet, etc., the vote that has reached theCompany last shall be deemed effective.
However, if voting rights are exercised by postal mail and via the interneton the same date, the exercise of voting rights via the internet shall bedeemed effective.
If you exercise your voting rights multiple times via the internet, the last
exercise shall be deemed effective.

 If you will attend the meeting, please submit the enclosed voting form at the reception desk of the General
Meeting of Shareholders.
 The following items are not included in documents to be delivered to shareholders who have requested deliveryof documents (the "Delivery Documents") pursuant to laws and regulations and the Company’s Articles ofIncorporation.
1) Stock Acquisition Rights, Etc. of the Company; Overview of System to Ensure Business Appropriateness andOperation Status of Said System; and Basic Policy for Controlling the Company in the Business Report2) Notes to the Consolidated Financial Statements
3) Notes to the Non-Consolidated Financial Statements
Accordingly, the Delivery Documents are a part of the Business Report, Consolidated Financial Statements, and
Non-Consolidated Financial Statements audited when the Audit & Supervisory Board Members and Accounting
Auditors prepare the Audit Report.
 In the event of circumstances requiring amendments to Electronic Provision Measures Matters, a notice, as wellas the matters before and after amendments will be posted on the websites (Page 1) on the internet.

2

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

Must be exercisedby 5:30 p.m. on Wednesday, March 29, 2023 (Japan Standard Time)

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

Must be received by the Company
by 5:30 p.m. on Wednesday, March 29, 2023 (Japan Standard Time)If attending the General Meeting of Shareholders
Please submit the enclosed voting form at the reception desk of the General Meeting of
Shareholders. (You are not required to sign and affix a seal on this form.)
Date and time: Thursday, March 30, 2023, at 10:00 a.m. (Japan Standard Time)(The reception desk will open from 9:00 a.m.)
Venue: Nikkiso Higashimurayama Office, R&D Center
Multi-Purpose Bldg. 7F, Conference Room
[Requests to Shareholders]* As was the case for last year’s meeting, the number of seats available this year will be fewer than in normal
years to provide spacing between seats so as to prevent the spread of COVID-19.
* To prevent the spread of COVID-19, the staff of the Company who are administering the general meetingof shareholders will wear masks. Also, alcohol-based sanitizer will be available close to venue entrancesand exits. We ask that all shareholders considering attending the meeting cooperate by spraying theirhands and fingers with alcohol-based sanitizer and wearing a mask.

3

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:

Election of nine (9) Directors

 Six (6) Candidates for Executive Directors
Significant concurrent positions
outside the Group

Reelection/
New election

Attendance atBoard ofDirectors-[Reelection]

100%(Attended 15 of
15 meetings)

2

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

100%(Attended 15 of
15 meetings)

3

Director, Executive
Officer,
MasaruYamamura General Manager ofMedical Division-[Reelection]

100%(Attended 15 of
15 meetings)

4

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

100%(Attended 11 of
11 meetings)

No.

Name

1

Toshihiko
Kai

5

6

Current position andresponsibilities in theGroup

President & Chief
Executive Officer

Koichi
Kato

Executive Officer,
General Manager ofIndustrial Division-[New election]

-

Peter
WagnerDirector; CEO and
Director, Cryogenic
Industries, Inc. (theCompany’s consolidated
subsidiary in America)-[Reelection]

100%(Attended 11 of
11 meetings)

Note:
1.
Kenji Saito and Peter Wagner's attendance at Board of Directors meetings reflects those held after their
appointment as directors of the Company on March 30, 2022.

Three (3) Candidates for Independent Outside Directors

No.

Name

7

HarukoHiroseCurrent position andresponsibilities in theGroup

Significant concurrent positions
outside the Group

Reelection/
New election

Attendance atBoard ofDirectors

Outside Director

Outside Director, MITSUBISHIGAS CHEMICAL COMPANY,
INC.

[Reelection]

100%(Attended 15 of
15 meetings)

8

MitsuakiNakakubo

Outside Director

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

9

Junko
FukudaOutside Audit &Supervisory Board
Member

100%
Director, The Defense of Green[New election] (Attended 15 ofEarth Foundation
15 meetings)

4[Reelection]

100%(Attended 15 of
15 meetings)

Notes:1. There is no special interest between each candidate and the Company.
2. The name of Haruko Hirose in the family register is Haruko Makinouchi.
3. Summary of contents of liability insurance for Directors and other officers to enter into with each candidate:
The Company has entered into a liability insurance agreement for Directors and other officers of the Company
and its Group companies inside and outside of Japan with an insurance company in which the Company takes
responsibility for the entire insurance premium to compensate Directors and other officers for damages that may
arise due to their liability for the execution of their duties or due to the pursuit of said liability. If each candidate
assumes a position as a Director, said individual shall be covered by this insurance agreement.

The terms of all of the current eight (8) Directors will expire at the conclusion of this Ordinary
General Meeting of Shareholders. In order to achieve the goals of our Medium-term Business Plan
“Nikkiso 2025 Phase 2”, Nikkiso Group (“the Group”) will ensure further transparency and diversity
in management and accelerate the expansion of our business on a global basis. Therefore, theCompany proposes that the number of Executive Directors be increased by one (1), bringing the total
number of Directors to nine (9): six (6) Executive Directors and three (3) Independent Outside
Directors. If the Director candidates are elected as Directors, they will pursue sustainable growth of
the Group and enhancement of medium- and long-term corporate value through efficient andeffective corporate governance, based on our fiduciary responsibility and accountability toshareholders. The candidates for Directors are shown below. In accordance with the Company's
policies and procedures for nominating candidates for the Board of Directors, the candidates were
determined by the Board of Directors, after deliberation, based on the report of the voluntary
Nomination and Compensation Committee, the majority of whose members are Independent Outside
Directors.
(Reference) For more information on our policies and procedures for nominating candidates for
Directors, please click here.
https://www.nikkiso.com/company/governance/framework.html

5Six (6) Candidates for Executive Directors

No.

Toshihiko Kai(August 19, 1946)[Reelection]
1

Career summary, position and areas of responsibility(significant concurrent positions outside the Company)

Name (Date of birth)

March 2000

Joined the Company

April 2001

Executive Officer of the Company

April 2002

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

June 2003

Director of the Company (present
position)

December 2004

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

Number of theCompany’s
shares owned

77,616[Position and areas of responsibility at the Company]
President & Chief Executive Officer[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate for Director]
Toshihiko Kai has exhibited strong leadership and excellent management capabilities over many years, andsteadily promoted business expansion and the strengthening of the business foundation, pursuing thesustainable growth of the Group and improvement of medium- and long-term corporate value. To address
challenges that the Group will face, such as strengthening the decarbonization-related business, building aportfolio of high value-added products, and strengthening the supply chain, his powerful leadership andexperienced management capability will continuously enable him to realize further development of theGroup. As such, he is nominated as a candidate for Director.

6

No.

Yoshihiko Kinoshita(September 13, 1966)[Reelection]

2

Career summary, position and areas of responsibility(significant concurrent positions outside the Company)

Name (Date of birth)

April 1989

Joined the Company

January 2016

General Manager of Medical Division of
the Company

January 2017

Executive Officer of the Company(present position)

March 2017

Director of the Company (present
position)

October 2017

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

January 2019

General Manager of Medical Business
Unit of the Company

January 2022

General Manager of Research &Engineering Institute of the Company

July 2022

Responsible for Quality Assurance of theCompany (present position)

January 2023

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

Number of theCompany’s
shares owned

26,915[Position and areas of responsibility at the Company]
Director, Executive Officer, General Manager of Nikkiso
Institute of Research and Technology, and Responsible for
Quality Assurance[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate for Director]
Yoshihiko Kinoshita has obtained extensive experience and made many achievements while in charge ofthe business strategy, sales strategy, and technology and R&D in the Medical Business for a long time.
Furthermore, he has been responsible for the management of the Company and the Group since assuming
the position of Director of the Company in March 2017. He is currently promoting the structural reform of
the technology development divisions and cross-divisional technology development across the Company,
with the aim of enhancing the Company’s corporate value through new value creation. It has been
determined that he can further strengthen the management function and the supervisory function of theBoard of Directors using these experiences and past results. As such, he is nominated as a candidate for
Director.

7

No.

Masaru Yamamura(May 27, 1965)[Reelection]

3

Career summary, position and areas of responsibility(significant concurrent positions outside the Company)

Name (Date of birth)

November 1990

Joined the Company

October 2009

General Manager of Business Promotion
Department, Medical Division of theCompany

July 2012

General Manager of Osaka Branch of theCompany

April 2017

General Manager of Industrial Divisionof the Company

January 2018

Executive Officer of the Company(present position)

January 2019

General Manager of Industrial Business
Unit of the Company

March 2019

Director of the Company (present
position)

October 2021

CEO, Managing Director, LEWA GmbH
(Germany)

July 2022

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

Number of theCompany’s
shares owned

26,174[Position and areas of responsibility at the Company]
Director, Executive Officer, and General Manager ofMedical Division[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate for Director]
Masaru Yamamura has long been in charge of business and sales strategies in the Medical and Industrial
Businesses and obtained extensive experience and made many achievements in these business fields.
Furthermore, he has been responsible for the management of the Company and the Group since assuming
the position of Director of the Company in March 2019. Currently, he is promoting the overseas expansionof the hemodialysis business and strengthening our supply chain for a stable supply of products. It has been
determined that he can further strengthen the management function and the supervisory function of theBoard of Directors of the Company using these experiences and past results. As such, he is nominated as a
candidate for Director.

8

No.

Career summary, position and areas of responsibility(significant concurrent positions outside the Company)

Name (Date of birth)

Kenji Saito(August 24, 1964)

April 2013

General Manager, Paris Branch, Mizuho
Bank, Ltd.

July 2016

Chief Executive Officer, Mizuho Bank
Europe N.V.

November 2020

Joined the Company

January 2022

Executive Officer, General Manager ofAerospace Division of the Company(present position)

March 2022

Director (present position), General
Manager of Aerospace Business Unit of
the Company[Reelection]

4

Number of theCompany’s
shares owned

13,288President of Nikkiso Vietnam. Inc. (theCompany’s consolidated subsidiary in
Vietnam) (present position)[Position and areas of responsibility at the Company]
Director, Executive Officer, and General Manager ofAerospace Division[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate for Director]
Kenji Saito has long been in charge of business and sales strategies in the Aerospace Business and obtained
extensive knowledge and experience regarding the Aerospace Business, international business, andmanagement. He is working to strengthen the Company’s business structure in view of the recovery indemand for aircraft and to expand the Company's business domain into areas such as the mobility field byutilizing its integrated molding technology for carbon fiber reinforced plastic (CFRP). It has been
determined that he can further strengthen the management function and the supervisory function of theBoard of Directors of the Company by using these experiences and past results. As such, he is nominated asa candidate for Director.

9

No.

Career summary, position and areas of responsibility(significant concurrent positions outside the Company)

Name (Date of birth)

Koichi Kato
(August 6, 1971)

April 1995

Joined the Company

July 2013

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

April 2014

Deputy General Manager of Industrial
Division of the Company

July 2022

Executive Officer of the Company(present position)
General Manager of Industrial Divisionof the Company (present position)[New election]

Number of theCompany’s
shares owned

21,430[Position and areas of responsibility at the Company]
5

Executive Officer and General Manager of Industrial
Division[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate for Director]
Koichi Kato has been in charge of human resources and corporate planning, as well as business strategy
and business transformation promotion in the Industrial Business and has obtained extensive knowledge
and experience. He also has international business experience. He is currently vigorously working on
initiatives to contribute to a decarbonized society, including the development of hydrogen and ammonia
pumps and solutions, the promotion of business strategies, and the strengthening of the business base. It
has been determined that he can further strengthen the management function and the supervisory functionof the Board of Directors of the Company by using these experiences and past results. As such, he isnominated as a new candidate for Director.

10

No.

Career summary, position and areas of responsibility(significant concurrent positions outside the Company)

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

April 2003

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

August 2007

General Manager, Atlas Copco Comptec
LLC (America)

January 2011

General Manager, Gas and Process
Division, Atlas Copco Energas GmbHJanuary 2016

CEO, Managing Director, LEWA GmbH
(Germany)

June 2018

CEO, Director, Cryogenic Industries, Inc.
(the Company’s consolidated subsidiaryin America) (present position)

March 2022

Director of the Company (present
position)[Reelection]

6

Number of theCompany’s
shares owned

1,000[Position and areas of responsibility in the Group]
Director; CEO and Director of Cryogenic Industries, Inc. (theCompany’s consolidated subsidiary in America)[Significant concurrent positions outside the Group]–[Reasons for selection as a candidate for Director]
Peter Wagner is the CEO of the Company’s consolidated subsidiary Cryogenic Industries, Inc. (America),
which is the core company of the Company’s consolidated subsidiary group the Clean Energy & Industrial
Gas Group (CE & IG Group), and has obtained extensive knowledge and experience regarding international
business, technology development and business management. He is currently working to strengthen his
LNG and hydrogen-related businesses, including expanding his LNG business and entering the hydrogenstation business in the U.S. and South Korea, in anticipation of the transition to a decarbonized society. It
has been determined that he can further strengthen the management function and the supervisory function of
the Board of Directors using these experiences and past results. As such, he is nominated as a candidate for
Director.

11

Three (3) Candidates for Independent Outside Directors

No.

Name (Date of birth)

Haruko Hirose(September 23, 1945)[Reelection][Independent Officer][Outside Officer]
7

Career summary, position and areas of responsibility(significant concurrent positions outside the Company)
December 1968

Appointed to the National Personnel
Authority of Japan

January 1992

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

September 2002

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

November 2006

Japanese Ambassador Extraordinary andPlenipotentiary to Kingdom of Morocco

May 2014

President, Japan Morocco Association(present position)

June 2016

Outside Director, S&B Foods Inc.

March 2018

Outside Director of the Company(present position)

June 2020

Outside Director, MITSUBISHI GASCHEMICAL COMPANY, INC. (present
position)

Number of theCompany’s
shares owned

5,087[Position and areas of responsibility at the Company]
Outside Director[Significant concurrent positions outside the Company]
Outside Director, MITSUBISHI GAS CHEMICALCOMPANY, INC.
[Reasons for selection as a candidate for Outside Director and summary of expected role]
Haruko Hirose possesses extensive international experience and advanced knowledge about personnel
development, acquired by providing meritorious service in the areas of personnel and industrial
development for the United Nations system. She has made valuable recommendations to the Board of
Directors and the Nomination and Compensation Committee from the perspective of management,
organizational management, and work styles that promote the effectiveness of various human resources. It
is expected that she can supervise management in an objective, independent and fair manner using theseexperiences and past results. As such, she is nominated as a candidate for Outside Director. Although she
has not been involved in corporate management in the past except as an Outside Officer, it has been
determined that she will appropriately fulfill her duties as an Outside Director for the reasons outlined
above.
Note:

Haruko Hirose is a candidate to be our Outside Director.
Summary of contents of
The Company has executed with her, pursuant to the provisions of Articles oflimited liability agreement Incorporation for an Outside Director, a limited liability agreement thatprovides that the higher amount of either five (5) million yen or the minimum
total liability specified by laws and regulations shall be the maximum amountof liability for damages. If she assumes the position of Outside Director, theCompany plans to maintain the limited liability agreement.
Tenure as Outside Director She is currently one of the Company’s Outside Directors, and she will havebeen in this position for five (5) years at the conclusion of this Ordinary
General Meeting of Shareholders.
Notification of Independent She meets the “Independence Judgment Criteria of Outside Officers” of the
OfficerCompany. The Company has registered her with the Tokyo Stock Exchange,
Inc. as an Independent Officer. If her election is approved, the Company plans
to continue registering her as an Independent Officer.

12

No.

Name (Date of birth)

Mitsuaki Nakakubo

Career summary, position and areas of responsibility(significant concurrent positions outside the Company)
April 1995

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

April 2001

Partner, Asahi Law Offices (present
position)

June 2015

Outside Audit & Supervisory Board
Member of the Company

June 2017

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

June 2019

Outside Director, FANCLCORPORATION (present position)

March 2021

Outside Director of the Company(present position)(November 24, 1966)[Reelection][Independent Officer][Outside Officer]
8

Number of theCompany’s
shares owned

8,617[Position and areas of responsibility at the Company]
Outside Director[Significant concurrent positions outside the Company]
Attorney (Partner, Asahi Law Offices)
Outside Audit & Supervisory Board Member, Nippon Kodo
Holdings Co., Ltd.
Outside Director, FANCL CORPORATION[Reasons for selection as a candidate for Outside Director and summary of expected role]
As an attorney, Mitsuaki Nakakubo has obtained advanced and specialized knowledge and has acted in thefield of corporate legal affairs, focusing on disputes related to officers’ liability. He has also made valuable
recommendations from a legal and corporate governance perspective at meetings of the Board of Directors
and the Nomination and Compensation Committee. It is expected that he can supervise management in an
objective, independent and fair manner using these experiences and past results. As such, he is nominatedas a candidate for Outside Director. Although he has not been involved in corporate management in thepast except as an Outside Officer, it has been determined that he will appropriately fulfill his duties as an
Outside Director for the reasons outlined above.

Note:

Mitsuaki Nakakubo is a candidate to be our Outside Director.
Summary of contents of
The Company has executed with him, pursuant to the provisions of Articles oflimited liability agreement Incorporation for an Outside Director, a limited liability agreement thatprovides that the higher amount of either five (5) million yen or the minimum
total liability specified by laws and regulations shall be the maximum amountof liability for damages. If he assumes the position of Outside Director, theCompany plans to maintain the limited liability agreement.
Tenure as Outside Director He is currently one of the Company’s Outside Directors, and he will have beenin this position for two (2) year at the conclusion of this Ordinary General
Meeting of Shareholders.
Notification of Independent He meets the “Independence Judgment Criteria of Outside Officers” of the
OfficerCompany. The Company has registered him with the Tokyo Stock Exchange,
Inc. as an Independent Officer. If his election is approved, the Company plans
to continue registering him as an Independent Officer.

13

No.

Name (Date of birth)

Career summary and position(significant concurrent positions outside the Company)
April 1968

Joined Japan CIOS Association

September 1970

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

April 1994

Associate Professor, Josai International
University

April 1998

Professor, Josai International University

Junko Fukuda

March 2001

(June 22, 1945)

Director, Japan Center for Area
Development Research

July 2009

Director, Japan Industrial Association

June 2014

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

March 2021

Outside Audit & Supervisory Board
Member of the Company (present
position)

April 2022

Advisor, Nonprofit Organization
Harmony (present position)[New election][Independent Officer][Outside Officer]
9

Number oftheCompany’s
shares owned

1,619[Position at the Company]
Outside Audit & Supervisory Board Member[Significant concurrent positions outside the Company]
Director, The Defense of Green Earth Foundation[Reasons for selection as a candidate for Outside Director]
Junko Fukuda engaged in teaching and research for a long time at Josai International University,
specializing in management studies, marketing and distribution. From this and important positions held at
various organizations promoting environmental conservation and regional development, she has obtained
extensive specialized knowledge and experience in corporate management and ESG. She has also served
as the Company's Audit & Supervisory Board Member since March 2021, and has provided valuable
recommendations from the perspectives of management, organizational management and ESG. From theseexperiences and past results, it has been determined that she can supervise management in an objective,
independent and fair manner using these experiences and past results. As such, she is nominated as a new
candidate for Outside Director.
Note:Junko Fukuda is a candidate to be our Outside Director.
Summary of contents of
The Company has executed with her, pursuant to the provisions of Articles
limited liability agreementof Incorporation for an Outside Audit & Supervisory Board Member, alimited liability agreement that provides that the higher amount of either
three (3) million yen or the minimum total liability specified by laws andregulations shall be the maximum amount of liability for damages. If herelection is approved, the Company plans to execute with her, pursuant to theprovisions of Articles of Incorporation for an Outside Director, a limited
liability agreement that provides that the higher amount of either five (5)million yen or the minimum total liability specified by laws and regulations
shall be the maximum amount of liability for damages.
Tenure as Outside Director

She is currently one of the Company’s Audit & Supervisory Board
Members, and she will have been in this position for two (2) years at theconclusion of this Ordinary General Meeting of Shareholders. She will leave
office as an Audit & Supervisory Board Member due to her resignation at
the conclusion of this Ordinary General Meeting of Shareholders.

Notification of Independent
Officer

She meets the “Independence Judgment Criteria of Outside Officers” of theCompany. The Company has registered her with the Tokyo Stock Exchange,
Inc. as an Independent Officer. If her election is approved, the Company
plans to continue registering her as an Independent Officer.

14

Proposal 2:
Election of two (2) Audit & Supervisory Board Members
Toshiaki Mitsumi, who is currently an Audit & Supervisory Board Member, will leave office due toexpiration of the term of office at the conclusion of this Ordinary General Meeting of Shareholders.
Additionally, Junko Fukuda, who is currently an Outside Audit & Supervisory Board Member, willassume the position of Outside Director in the event that Proposal 1 of this Ordinary General
Meeting of Shareholders is approved and adopted in its original form, and she will leave office as an
Audit & Supervisory Board Member due to his resignation. Therefore, the Company proposes theelection of two (2) new Audit & Supervisory Board Members.
The Audit & Supervisory Board Members and the Audit & Supervisory Board of the Company havea fiduciary duty to the shareholders and have the main duty of, from a position independent of the
Directors and the Board of Directors, effectively auditing the Directors and the Board of Directors toensure that they fulfill their duties in a legal and appropriate manner.
The candidates for Audit & Supervisory Board Member are shown below. In accordance with theCompany's policies and procedures for nominating candidates for the Board of Directors, thecandidates were determined by the Board of Directors based on the report of the voluntary
Nomination and Compensation Committee, the majority of whose members are Independent Outside
Directors, after deliberation. In addition, the Audit & Supervisory Board has given its consent to this
proposal.
(Reference) For more information on our policies and procedures for nominating candidates for our
Board of Audit & Supervisory Board Members, please click here.
https://www.nikkiso.com/company/governance/framework.html

15

No.

Career summary and position(significant concurrent positions outside the Company)

Name (Date of birth)

May 2010

General Manager of Americas
Comprehensive Risk Management
Department, the Bank of TokyoMitsubishi UFJ, Ltd. (currently MUFG
Bank, Ltd.)

November 2014

Joined the Company

January 2016

CFO, Managing Director, LEWA GmbH
(Germany)

June 2018

Director, Executive Vice President,
Cryogenic Industries, Inc. (theCompany’s consolidated subsidiary in
America)January 2020

Deputy General Manager of Medical
Division of the Company

September 2021

CEO, Director, Nikkiso Medical
America, Inc. (the Company’s
consolidated subsidiary in America)

February 2023

Senior Manager of Corporate Planning
Division of the Company (present
position)

Hisanao Amino(November 17, 1961)[New election]
1

Number of theCompany’s
shares owned

1,273[Position at the Company]
Senior Manager of Corporate Planning Division[Significant concurrent positions outside the Company]–[Reasons for selection as a candidate for Audit & Supervisory Board Member]
Hisanao Amino possesses extensive knowledge and experience in international business, having held a key
position at currently MUFG Bank, Ltd., where he was responsible for market risk and risk management
throughout the Americas (North America and Latin America). Since joining the Company, he has
demonstrated his abilities in the Industrial and Medical Businesses by promoting the business management
and business risk management of our U.S. subsidiaries and affiliates. It has been determined that he willaudit the performance of duties by Directors in an objective, independent and fair manner using theseexperiences and past results. As such, he is nominated as a new candidate for Audit & Supervisory Board
Member.

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No.

Name (Date of birth)

Career summary and position(significant concurrent positions outside the Company)
April 1984

Registered as an attorney of Japan(Daiichi Tokyo Bar Association)

October 1991

Joined Allen & Overy LLP (U.K.)

January 2002

Partner, Anderson Mori & Tomotsune
LPC (present position)

April 2007

Part-time lecturer at Waseda University
School of Law (International Tax Law)

April 2015

Outside Audit & Supervisory Board
Member, Computer Engineering &Consulting Ltd.

April 2016

Member of the Japanese Law
Translation Council, Ministry of Justice(present position)

Eiichiro Nakatani(January 21, 1959)[New election][Independent Officer][Outside Officer]

April 2022

2

Number of theCompany’s
shares owned

0

Outside Director (Audit & Supervisory
Committee Member), Computer
Engineering & Consulting Ltd. (present
position)[Position at the Company]
To be elected as Audit & Supervisory Board Member[Significant concurrent positions outside the Company]
Attorney (Partner, Anderson Mori & Tomotsune LPC,
Foreign Law Joint Enterprise)
Outside Director (Audit & Supervisory Committee
Member), Computer Engineering & Consulting Ltd.
[Reasons for selection as a candidate for Outside Audit & Supervisory Board Member]
Eiichiro Nakatani possesses a high level of expertise as an attorney and extensive experience in dealing
with legal issues in various fields for both domestic and foreign companies as well as international taxation.
It is expected that he will audit the performance of duties by Directors in an objective, independent and fairmanner using his knowledge and experience. As such, he is nominated as a new candidate for Outside
Audit & Supervisory Board Member. Although he has not been involved in corporate management in thepast except as an Outside Officer, it has been determined that he will appropriately fulfill his duties as an
Outside Audit & Supervisory Board Member for the reasons outlined above.
Notes:
1. There is no special interest between each candidate and the Company.
2. Summary of contents of limited liability agreement with Hisanao Amino:
If he assumes the position of Audit & Supervisory Board Member, the Company plans to execute with him,
pursuant to the provisions of Articles of Incorporation, a limited liability agreement that provides that the higher
amount of either three (3) million yen or the minimum total liability specified by laws and regulations shall be
the maximum amount of liability for damages.
3. Eiichiro Nakatani is a candidate to be our Outside Audit & Supervisory Board Member.
Summary of contents of limited
If he assumes the position of Outside Audit & Supervisory Board
liability agreement
Member, the Company plans to execute with him, pursuant to theprovisions of Articles of Incorporation, a limited liability
agreement that provides that the higher amount of either three (3)million yen or the minimum total liability specified by laws andregulations shall be the maximum amount of liability for damages.
Notification of Independent Officer

He meets the “Independence Judgment Criteria of Outside
Officers” of the Company. If his election is approved, theCompany plans to register him with the Tokyo Stock Exchange,
Inc. as an Independent Officer.

17During Eiichiro Nakatani’s tenure as Outside Audit & Supervisory Board Member of Computer Engineering &Consulting Ltd., it was discovered that the company had conducted inappropriate accounting treatment in its
financial statements for the past fiscal year, and on November 15, 2019, the company amended its annual
securities report and other financial statements. He has always made proposals from the perspective of legal
compliance, and after the occurrence of the allegation, he served as vice-chairman of the special investigationcommittee on this matter, and has worked appropriately to cooperate in clarifying the facts and expressing his
opinion on efforts to prevent recurrence of such a situation.
4. Summary of contents of liability insurance for Directors and other officers to enter into with each candidate:
The Company has entered into a liability insurance agreement for Directors and other officers of the Company
and its Group companies inside and outside of Japan with an insurance company in which the Company takes
responsibility for the entire insurance premium to compensate Directors and other officers for damages that may
arise due to their liability for the execution of their duties or due to being interrogated on said liability. Wheneach candidate assumes a position as an Audit & Supervisory Board Member, said individual shall be covered bythis insurance agreement.

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(Reference) Composition of the Board of Directors and the Audit & Supervisory Board (IfThis Proposal Is Approved in Its Original Form)
The fields in which there are special expectations for the Directors and Audit & Supervisory Board
Members to contribute to Nikkiso Group’s sustainable growth and its improvement of medium- andlong-term corporate value are defined as (i) corporate management / business strategy; (ii) global
business / diversity; (iii) manufacturing technology / R&D / quality / innovation; (iv) sales /marketing; (v) finance / accounting; (vi) risk management / legal affairs / compliance; (vii) humanresources / HR development; (viii) ESG / sustainability. In the appropriate assignment of Directors
and Audit & Supervisory Board Members, consideration shall be given to their knowledge,
experience and capability as well as to diversity in the composition of these boards.
* This information does not express the entirety of each person’s knowledge and experience.
* Twelve (12) individuals with Japanese nationality/one (1) individual with foreign nationality,
eleven (11) men/two (2) women
Name

(i)

(ii)

Toshihiko Kai●●

Yoshihiko Kinoshita●

Masaru Yamamura●

Kenji Saito●●

Koichi Kato●●Peter Wagner

●

●

(iii)

(iv)

(v)

●

●

(vi)

(vii)

(viii)

Board of Directors●●●

Haruko Hirose *1●

Mitsuaki Nakakubo *1●

Junko Fukuda *1

●

●

●
●

●

●
●

●
●
●

●

●

●
●
●

Audit & Supervisory
Hisanao Amino
Motohiro Takeuchi

●
●

●

●

●

●

●

●

●

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

19●

(Reference) Nikkiso Group Corporate Governance System
As a member of society, we maintain social ethics and a set of values that are sound; obey laws andregulations, the Articles of Incorporation, and social mores; and work to build close ties withstakeholders, including shareholders, customers, employees and their families, business partners andcreditors. At the same time, we uphold the corporate philosophy of providing our unique technology
to contribute to fields that form the bedrock of our lives such as the various industries that handle
fluids, aerospace, and medical dialysis industries in a creative manner, in an effort to improve
people's quality of life, with the aim of achieving the sustainable growth of Nikkiso Group, as well
as a medium- to long-term enhancement of our corporate value.
Basic Approach concerning Corporate Governance
The Group believes that structuring the Company as a company with an Audit & Supervisory
Board is an important step towards achieving our ideal corporate governance through which we
can secure transparency and fairness in decision-making while realizing our corporate philosophy
through speedy and decisive decision-making. In line with the following basic approach, we will
construct appropriate corporate governance that conforms to the development stage of the Group.
(i)
Respecting the rights of and securing equal treatment of shareholders.
(ii) Respecting interests of stakeholders and appropriate cooperation with such stakeholders.
(iii) Ensuring appropriate information disclosure and transparency of the Company Group.
(iv) In order to promote the effectiveness of separation between oversight and businessexecution of the management, ensuring effective supervision/audit frameworks ofmanagement through tie-ups with independent outside directors, Audit & Supervisory
Board Members, internal Audit & Supervisory Board Members and outside accounting
auditors, and establishing an environment that supports enhancement of businessprofitability by business execution departments led by the President & Chief Executive
Officer.
(v)
Implementing constructive dialogue with shareholders who have investment policies that
accord with mid- to long-term shareholder interests.
Please refer to the link below for details on the basic approach to the Group's corporate
governance.
https://www.nikkiso.com/company/governance/basic-views.html

Corporate Governance System
In order to achieve our management philosophy by ensuring transparency and fairness indecision-making and by making prompt and decisive decisions, the Company has selected asystem as a company with an Audit & Supervisory Board, in which the Board of Directors
supervises the business execution and Audit & Supervisory Board Members and the Audit &Supervisory Board audit the business execution.
The Board of Directors strives to continuously enhance corporate value by exercising its
supervisory function over overall management through decisions and other actions for importantbusiness execution. To enhance these functions, individual authority for business execution isdelegated to executive departments as much as possible, and the Nomination and Compensation
Committee has been established as an advisory body to function as a system that enhancestransparency and objectivity in the decision-making process of the Board of Directors.
Audit & Supervisory Board Members and the Audit & Supervisory Board audit the Directors andthe Board of Directors to ensure that they fulfill their duties legally and appropriately as part oftheir responsibilities, and work to ensure the soundness of the Group and to enhance corporate

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value continuously. The existence of Full-time Audit & Supervisory Board Members who arefamiliar with the Group's business and organization effectively complements the independent andobjective supervision of management by Independent Outside Directors, and is also useful in
day-to-day cooperation with Internal Auditors and Accounting Auditors. Furthermore, it is vitalto provide Independent Outside Officers with information pertaining to business execution so as
to allow for supervision by said officers. The existence of Full-time Audit & Supervisory Board
Members helps realize this provision of information.
We believe that an effective corporate governance system that takes advantage of the benefits ofbeing a company with an Audit & Supervisory Board is the best system for our company, and weare striving to build and strengthen an effective corporate governance system.
Please refer to the link below for details on the Group's corporate governance system.
https://www.nikkiso.com/company/governance/framework.html

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