1． This document is a translation of the official Japanese Concerning ISS’ Recommendation vs. Proposal 2 on the 103rd
Ordinary General Meeting of Shareholders.
2． This translation is provided only as a reference to assist shareholders in their voting and does not constitute an officialdocument.
3． In the event of any discrepancies between this translated document and the Japanese original, the original shall prevail.

March 4, 2022
Junya Suzuki
Chairman of the Board, President and CEO
Nissha Co., Ltd.
Exchanges Listed: Tokyo Stock Exchanges, First Section 7915
Contact: Hitoshi KoyaSenior Vice President, CFO
T +81 75 811 8111

Nissha’s Views on ISS’s Recommendation Against Proposal 2at the 103rd Ordinary General Meeting of Shareholders

Nissha Co., Ltd. (hereinafter, “the Company”) has confirmed that Institutional Shareholder Services Inc. (hereinafter,“ISS”) , a proxy advisory firm, issued a report which recommends that shareholders vote against Proposal 2 at the 103rd
Ordinary General Meeting of Shareholders to be held on March 23, 2022 (hereinafter, “the Ordinary General Meetingof Shareholders”).
The Company has analyzed the details of ISS’s recommendation and believes that ISS has made its judgement basedon an erroneous recognition of the facts. Accordingly, we would like to rebut it as follows and ask for our shareholders’
understanding of the proposal and candidate concerned once again.

1. Basis for ISS’s recommendation against the proposal and misperception of facts

ISS recommends against the appointment of Mr. Junya Suzuki, the president and CEO and a candidate for
Director of the Board, in the Proposal 2 of the Ordinary General Meeting of Shareholders, "Election of Nine
(9) Directors of the Board", because of the ratio of cross-shareholdings to net assets.
As a detailed reason for its decision, ISS explains that it recommends a vote against a company's top executive if
the company allocates a significant portion (20 percent or more) of its net assets to cross-shareholdings, and that
the Company allocated 20 percent of its net assets to cross-shareholdings, failing to meet the ISS threshold.
The Company, however, has been progressively reducing its cross-shareholdings since FY2019 and allocated15.2 percent of its net assets to cross-shareholdings at the end of FY2021, as described on the table below as set
forth in the Convocation of the Ordinary General Meeting of Shareholders (Page 31).
In order to inform our shareholders of our corporate governance initiatives, the Company has been striving to1©2022 Nissha Groupimprove the reference information in the Notice of Convocation of the Ordinary General Meeting ofShareholders, and have included the actual reduction of its cross-shareholdings and the current status ofshareholdings. We consider that ISS’s recommendation against the proposal as described above dose not take into
account the Company’s track record of the reduction of its cross-shareholdings and the latest status and is ajudgement based on a misconception of the facts.

FY2019Number of issuers

Total amount on
Balance SheetFY2020

FY2021

Listed2525

22Unlisted

22

21

21

Total

47

46

43

Listed18,476

16,09014,680Unlisted

801

325

286

Total

19,277

16,415

14,966

25.7%

20.0%

15.2%

(Million yen)

Ratio of net assets to crossshareholdings

2. Our perspective on cross-shareholdings
The Company believes that, in order to sustainably increase corporate value, it is essential to build broad
relationships of trust with customers, suppliers, financial institutions, local communities and others, and holds
shares in companies we deem necessary. The Board of Directors examines the significance and rationality of its
shareholdings from a medium- to long-term perspective once a year by scrutinizing their profitability in light ofour cost of capital and other factors. As a result of deliberation by the Board of Directors, the Company has
gradually reduced the number of shares whose significance and rationale for holding have diminished, while
taking into consideration the impact on the market and other factors, and will continue such effort.

3. Conclusion
As stated above, the Company believes that ISS’s recommendation against the appointment of Mr. Junya Suzuki
as a Director of the Board is based on the misperception of the facts, and that the ratio of cross-shareholdings tonet assets should not be considered as a reason to oppose the proposal.
The Company regards the realization of effective corporate governance as an important management issue, andstrives to maintain and improve it. The Company meets the Corporate Governance Code at a high level, notlimited to the issue of cross-shareholdings.
We hope that shareholders will comprehensively evaluate the Company’s approach for corporate governance, andthen make a careful decision to exercise voting rights.
End2©2022 Nissha Group