Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 7716
March 12, 2024

To our shareholders:Eiichi Nakanishi
President & Group CEO
NAKANISHI INC.
700, Shimohinata, Kanuma-shi, Tochigi

Notice of the 72nd Annual General Meeting of Shareholders
We hereby announce that the 72nd Annual General Meeting of Shareholders of NAKANISHI INC. (the “Company”)
will be held as described below.
In connection with the convocation of this meeting, the Company has taken measures for providing information thatis the contents of reference documents, etc. for the General Meeting of Shareholders in an electronic format (thecontents provided in an electronic format) and has posted them on the following websites on the Internet. Please
access either of these websites to view the provided materials.
[Company’s website]
https://www.nakanishi-inc.jp/ir/ (Japanese)(Reference: Company’s English Website)
https://en.nakanishi-inc.jp/ir/[Tokyo Stock Exchange (TSE) website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the TSE website above, search by entering “Nakanishi” in the “Issue name (company name)” fieldor the Company’s securities code “7716” in the “Code” field, select “Basic information” and then “Document for
public inspection/PR information” and check the column “Notice of General Shareholders Meeting/Informational
Materials for a General Shareholders Meeting” under “Filed information available for public inspection.”)As you may exercise your voting rights in writing or by electronic means (e.g., via the Internet) in lieu of attending
the meeting in person, please review the Reference Documents for the General Meeting of Shareholders shown below
and exercise your voting rights by 5:00 p.m. on Wednesday, March 27, 2024 (JST).

-1-1. Date and Time: Thursday, March 28, 2024, at 1:30 p.m. (JST) (Reception will open at 1:00 p.m.)
2. Venue:
The Company’s headquarters RD1 Center Court
700, Shimohinata, Kanuma-shi, Tochigi
3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements, and Audit Results of Consolidated Financial
Statements by the Accounting Auditor and the Audit and Supervisory Board for the 72nd Fiscal Year
(January 1, 2023 to December 31, 2023)
2. Non-consolidated Financial Statements for the 72nd Fiscal Year (January 1, 2023 to December 31, 2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors
Proposal No. 3
Election of One Corporate Auditor
4. Matters Decided upon Convocation (Information on Exercise of Voting Rights)
If you exercise your voting rights by submitting the Voting Form in writing (by postal mail) without indicating
your approval or disapproval of any proposal, your vote for the proposal shall be counted as an approval.
If you are attending on the day of the meeting, please submit the Voting Form sent together with this Notice at the reception at the venue.
The Company sends the documents containing the contents provided in an electronic format to all shareholders, irrespective of whether
a request for issuance of the document is submitted or not.
The Company sends the documents containing the contents provided in an electronic format; however, the items listed below are notincluded in those documents in accordance with laws and regulations and the provisions of Article 18 of the Company’s Articles ofIncorporation. Therefore, these documents are part of the documents that were audited by the Corporate Auditors and the Accounting
Auditore in preparing the Audit report.
・“Status of Share Acquisition Rights, etc.” , “The System to Ensure Proper Business Operations and the Operational Status of the
System as well as Basic Policy Regarding Control of the Company. ” in the Business Report
・“Notes to Consolidated Financial Statements” in the Consolidated Financial Statements
・“Notes to Non-consolidated Financial Statements” in the Non-consolidated Financial Statements
If any contents provided in an electronic format require revisions, such facts, the information before revision, and the revised information
will be posted on the websites above on the Internet.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company regards returning profits to its shareholders as one of the important management issues, and sets its
basic policy as to enhance business foundation and promote investment in growth areas properly and proactively aswell as to return profits to shareholders in a well-balanced manner.
Profit for the fiscal year significantly increased primarily due to acquiring additional membership interest of theCompany’s equity-method applied affiliate, DCI International, LLC, and made said company a wholly owned second
tier subsidiary of the Company. As a result of this acquisition, the Company recorded gain on step acquisitions of¥11,497 million as extraordinary income, which does not impact the cash flows or net profit included in the nonconsolidated financial statements. Therefore, on the basis of business performance excluding this special factor, theCompany proposes to pay a year-end dividend for the fiscal year of ¥26 per share, the amount forecasted asannounced on August 7, 2023. Accordingly, including the interim dividend (¥24 per share) paid on September 14,
2023, the annual dividend for the fiscal year will be ¥50 per share.
Additionally, the Company seeks to achieve a total payout ratio of 50% as a mid- to long-term standard byimplementing treasury stock acquisitions and other measures. Regarding shareholder returns for the 72nd Fiscal Year,in addition to the year-end dividend, the Company conducted treasury stock acquisitions totaling ¥2,999 million,
resulting in a total payout ratio of 63%, excluding the impact of the aforementioned special factor on profit.
1. Matters concerning year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount¥26 per common share of the Company
In this event, the total dividends will be ¥2,217,664,488.
(3) Effective date of dividends of surplus
The effective date of dividends will be March 29, 2024.
2. Matters concerning other appropriations of surplus(1) Item of surplus to be decreased and amount of decrease thereof
Retained earnings brought forward ¥3,000,000,000(2) Item of surplus to be increased and amount of increase thereof¥3,000,000,000
General reserve-3-

Proposal No. 2

Election of Six Directors

The terms of office of all six Directors will expire at the conclusion of this meeting. Therefore, the Company proposes
the election of Six Directors.
The candidates for Director are as follows:
Candidate

Name

No.

Position in the Company

1

Eiichi Nakanishi

Reelection2

Kensuke Nakanishi

Reelection

3

Masataka Suzuki

Reelection

4

Yuji Nonagase

5

Yukiko Araki

6

Chika Shiomi

CandidateNo.

Representative Director,
President & Group CEO
Representative Director,
Executive Vice President & COO
Director,
Executive Vice President

Reelection
OutsideIndependent

Outside Director

Reelection
OutsideIndependent

Outside Director

Reelection

Name(Date of birth)

OutsideIndependent

Outside Director

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
July 1990
Oct. 1993
May 2000

1

2

Number of theCompany’s shares
ownedJoined the Company
Director and Vice President, the Company
Eiichi Nakanishi
Representative Director,(August 11, 1964)
President & CEO, the Company
2,814,300 sharesNov. 2004 President, NSK EURO HOLDINGS S.A. (current position)
Reelection
Mar. 2010 Representative Director,
President & Group CEO, the Company (current position)
Reasons for nomination as candidate for Director
Mr. Nakanishi has led the management of the Group for many years and has extensive experience and achievements.
The Company expects that he will continue to contribute to the sustainable improvement of corporate value by
demonstrating his management skills, and therefore has nominated him as a candidate for Director.
July 1989 Joined Copal Co.,Ltd. (currently NIDEC PRECISIONCORPORATION)
Feb. 1994 Joined the Company
Kensuke Nakanishi(November 26, 1965) Apr. 1994 Senior Managing Director, the Company
2,806,200 sharesNov. 2004 Director, NSK EURO HOLDINGS S.A. (current position)
Reelection
Mar. 2010 Representative Director,
Executive Vice President & COO, the Company (current
position)
Reasons for nomination as candidate for Director
Mr. Nakanishi has been involved in the operation and management of the Company’s departments for many years andhas extensive experience and achievements. The Company expects that he will continue to contribute to the
management of the Company, and therefore has nominated him as a candidate for Director.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
Apr. 1973
June 2002
Apr. 2005
June 2005
June 2008
Apr. 2009
Apr. 2011

3

4

Number of theCompany’s shares
ownedJoined Olympus Corporation
Corporate Officer, Olympus Corporation
President, Olympus Europa Holding GmbH
Director, Olympus Corporation
Senior Executive Managing Officer, Olympus Corporation
Chairman, Olympus (China) Co., Ltd.
Chairman and Executive Managing, Olympus Corporationof Asia Pacific Limited
June 2012 Manager, Global Management Strategy Office, theCompany
Apr. 2014 Corporate Vice President, and General Manager of East Asia
& China Sales Department, Overseas Dental Sales Division,
Masataka Suzuki
the Company(February 19, 1951)
7,600 sharesJan. 2015 Corporate Vice President, General Manager of Medical
Business Division, and General Manager of East Asia Sales
Reelection
Department, Overseas Dental Sales Division, the Company
Apr. 2018 Corporate Vice President, and in charge of Medical Business
Division and Dental Sales in East Asia & Oceania, theCompany
Mar. 2020 Director,
Executive Vice President, and in charge of Medical Business
Division and Dental sales in East Asia & Oceania, theCompany
May. 2022 Director,
Executive Vice President, and in charge of Surgical Business
Division and Dental sales in East Asia & Oceania, theCompany(current position)
Reasons for nomination as candidate for Director
Mr. Suzuki has extensive experience, insight, and achievements in the overseas businesses of medical products
manufacturers, including in his previous positions. The Company expects that he will contribute to the management of
the Company, and therefore has nominated him as a candidate for Director.
Sept. 2005 Professor, Graduate School of Science and Engineering,
Faculty of Engineering, Yamagata University
Mar. 2009 Outside Corporate Auditor, the Company
Yuji Nonagase
Mar. 2014 Outside Director, the Company (current position)(June 24, 1961)
June 2015 Outside Director, Kawakin Holdings Co., Ltd. (current
position)0 shares
Reelection
Apr. 2016 Professor, Faculty of Economics, Setsunan University
Outside(current position)
Independent
June 2018 Chairman, Greater Tokyo Initiative (current position)
Apr. 2022 Director, Community Outreach Center, Setsunan University(current position)
Reasons for nomination as candidate for outside Director and overview of expected role
Mr. Nonagase has not been involved in corporate management in capacities other than as outside officer in the past.
Nevertheless, the Company expects that he will contribute to maintaining sound management and strengthening
corporate governance by making proposals on overall management, drawing on his expertise in management systems
engineering and therefore has nominated him as a candidate for outside Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
Apr. 1983

5

Number of theCompany’s shares
ownedJoined Ministry of International Trade and Industry(currently Ministry of Economy, Trade and Industry)
June 1998 Director, Medical and Assistive Device Industries Office ofMachinery and Information Industries Bureau
Apr. 2001 Director, International Exhibitions Promotion Office ofCommerce and Service Industry Policy Group of Ministryof Economy, Trade and Industry
May 2003 Director, New and Renewable Energy Division of Agency
for Natural Resources and Energy
July 2006 Director, Tourism Economy and International Affairs
Division of Policy Bureau of Ministry of Land,
Infrastructure, Transport and Tourism
July 2008 Deputy Governor, Yamagata Prefecture
May 2009 Director, Bio-Industry Division of Manufacturing Industries
Bureau of Ministry of Economy, Trade and Industry
Aug. 2011 Representative, the Government of Japan, EXPO 2012YEOSU KOREA
Dec. 2012 Joined Hitachi, Ltd.
General Manager of CSR, Legal and Communication
Headquarters
Member of Global Environment Strategy Office
Yukiko Araki
Apr. 2014 General Manager, CSR and Environment Business Growth(December 13, 1960)
Strategy Division, Hitachi, Ltd.
Executive General Manager, Healthcare Business0 shares
Reelection
Headquarters, Hitachi Healthcare (in-house company)
OutsideApr. 2015 Corporate Officer, Executive General Manager, CSR andIndependent
Environment Business Growth Strategy Division, Legal andCommunication Headquarters, Hitachi, Ltd.
Executive General Manager, Government & External
Relations, Hitachi Healthcare (in-house company)
Apr. 2018 Corporate Officer, Executive General Manager,
Sustainability Promotion Division, Government & External
Relations Group, Hitachi, Ltd.
Apr. 2020 Member (part-time) of Administrative Council, Nagaoka
University of Technology (current position)
Dec. 2020 Outside Director, Fuji Pharma Co., Ltd. (current position)
Mar. 2021 Outside Director, the Company (current position)
Apr. 2021 Corporate Officer, Deputy General Manager, Global
External Relations Division, Hitachi, Ltd.
General Manager, Hitachi Europe Belgium OfficeJun. 2022 Board of Councilors Member (part-time) of theJapanese Society for Wellbeing Science andAssistive Technology (current position)
Mar. 2023 Outside Director, Toyo Tire Corporation (current position)
Jun. 2023 Trustee, Akita International University (current position)
Jun. 2023 Outside Director (Audit & Supervisory Committee
Member),Hirose Electric Co., Ltd(current position)
Reasons for nomination as candidate for outside Director and overview of expected role
The Company expects that Ms. Araki will contribute to promoting sustainability and strengthening corporate
governance of the Company based on her extensive experience in public administration over many years and her broad
knowledge of CSR, environmental strategy, and healthcare, and therefore has nominated her as a candidate for outside
Director.

-6-

Candidate
No.

Name
(Date of birth)

Chika Shiomi(June 17, 1972)
Reelection
OutsideIndependent

6

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
Apr. 1995

Joined Fuji Filter Manufacturing Co., Ltd.

Mar. 2001
Jun. 2003
Oct. 2002
Mar. 2006
Sep. 2014

Director
Managing Director
Director and Vice President
President (current position)
Board Member, The Association of Liquid Filtration and
Purification Industry (current position)
Member, Trade Issues Subcommittee, Business Support
Committee, Small and Medium Enterprise Policy Making
CouncilMember, System Design WG, Fundamental Issues
Subcommittee, Small and Medium Enterprise Policy
Making Council
Outside Director, the Company (current position)

Nov. 2019

Jun. 2020

Mar. 2023(Notes)

1.
2.
3.

4.

5.

6.

Number of theCompany’s shares
owned

0 shares

Apr. 2023 Outside Director, Fast Beauty inc. (current position)
Reasons for nomination as candidate for outside Director and overview of expected role
Ms. Shiomi has extensive experience and broad insight in the management of a manufacturer focused on globally
expanding its business. The Company expects that she will provide advice, etc. for the overall management, drawing on
her diverse viewpoints, and therefore has nominated her as a candidate for outside Director.
There is no special interest between any of the candidates and the Company.
Mr. Nonagase , Ms. Araki and Ms.Shiomi are candidates for outside Director.
Mr. Nonagase, Ms. Araki and Ms.Shiomi are outside Directors of the Company, and their period of service as outside
Directors will have been ten years for Mr. Nonagase and three year for Ms. Araki and one year for Ms. Shiomi at theconclusion of this meeting.
The Company has submitted notification to the Tokyo Stock Exchange that Mr. Nonagase, Ms. Araki and Ms.Shiomi havebeen designated as independent officers as provided for by the aforementioned exchange. If they are reelected as approved ,the Company will continue to designate them as independent officers.
The Company has entered into limited liability agreements with Mr. Nonagase, Ms. Araki and Ms.Shiomi to limit their
liability to the amount stipulated in Article 425, Paragraph 1 of the Company Law of Japan. If they are approved , theCompany plans to continue the agreement.
The Company has entered into a directors and officers liability insurance policy with an insurance company to cover losses
that may arise from the insureds’ assumption of liability incurred in the performance of duties or from claims related tothe pursuit of such liability. Candidates for Director will be included as insureds under the insurance policy, and theCompany plans to renew the said policy with the same details during their terms of office.

-7-

Proposal No. 3

Election of One Corporate Auditor

The term of office of Corporate Auditor Yoshihiro Maki will expire at the conclusion of this meeting. Therefore, theCompany proposes the election of one Corporate Auditor.
In addition, the consent of the Board of Corporate Auditors has been obtained for the submission of this proposal.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

Career summary, position in the Company, and significant concurrent
positions outside the Company
Apr. 1973
July 1997

Number of theCompany’s shares
ownedJoined Nissan Motor Co., Ltd.
General Manager, Materials Laboratory, Nissan
Motor Co., Ltd.
Apr. 2004
Executive Director, Kanagawa Industrial Technology
CenterApr. 2010
Chairman, Kanagawa Academy of Science andYoshihiro Maki
Technology(September 23, 1947)
Apr. 2017
President, Kanagawa Institute of Industrial Scienceand Technology
1,500 shares
Reelection
Apr. 2019
Executive Producer, Kanagawa Institute of Industrial
OutsideScience and Technology
IndependentMar. 2020
Outside Corporate Auditor, the Company (current
position)
Apr. 2020
Business Producer, Kanagawa Institute of Industrial
Science and Technology
Sept. 2020
Auditor, YOKOHAMA National University (current
position)
Reasons for nomination as candidate for outside Corporate Auditor
Mr. Maki has not been involved in corporate management in capacities other than as outside officer in the past. Nevertheless, theCompany expects that he will contribute to strengthening corporate governance of the Company on his a wealth of experience andexpertise as a public servant in successive key positions , and the Company has therefore nominated him as a candidate for outside
Corporate Auditor.
(Notes) 1. There is no special interest between the candidate and the Company.
2. Mr. Maki is a candidate for outside Corporate Auditor.
3. The Company has submitted notification to the Tokyo Stock Exchange that Mr. Maki has been designated as independent
officer as stipulated by the Tokyo Stock Exchange, and plans for his designation as an independent officer to continue if
the reelection of Mr. Sawada is approved.
4. Mr. Maki is an outside Corporate Auditor of the Company, and his period of service will have been four years at theconclusion of this meeting.
5. The Company has entered into a limited liability agreement with Mr. Maki to limit his liability to the amount stipulated in
Article 425, Paragraph 1 of the Company Law of Japan. If the reelection of Mr. Maki is approved, the Company plans tocontinue the agreement.
6. The Company has entered into a directors and officers liability insurance policy with an insurance company to cover losses
that may arise from the insureds’ assumption of liability incurred in the performance of duties or from claims related tothe pursuit of such liability. Candidates for Corporate Auditor will be included as insureds under the insurance policy, andthe Company plans to renew the said policy with the same details during their terms of office.

-8-

(Reference) Skill matrix of Directors and Corporate Auditors
The composition of Directors and Corporate Auditors, and the expertise and background particularly expected fromeach of them (skill matrix), in the event that Proposals No. 2 and No. 3 are approved and adopted as proposed at
this meeting, are as follows.

Name
EiichiNakanishi
KensukeNakanishi
Masataka
Suzuki
Director
Yuji
Nonagase
YukikoAraki
Chika
Shiomi
HidekiToyotama
Corporate Yuji
Auditor Sawada
Yoshihiro
Maki

Production
andResearch and Sales andmanufactur- development marketinging

Corporate
management

Global

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

〇

〇
〇

〇
〇

Finance and Legal and
ESG andaccounting compliance sustainability

〇
〇

〇

〇

-9-

〇
〇

〇