This document has been translated from the Japanese original report for reference purpose only.
Olympus Corporation assumes no responsibility for direct, indirect or any other forms of damages
caused by misunderstanding from the translation.

Annual Securities Report(Report pursuant to Article 24, Paragraph 1 of the Financial Instruments and Exchange Act)The 156th fiscal year
(fiscal year ended March 31, 2024)
From April 1, 2023 to March 31, 2024

Olympus Corporation(E02272)

Table of Contents[Cover] .................................................................................................................................................................................................... 3
Part I.
Company Information ........................................................................................................................................................... 4I.
Overview of Company ............................................................................................................................................................... 4
1.
Key Financial Data................................................................................................................................................................ 4
2.
History .................................................................................................................................................................................. 6
3.
Description of Business......................................................................................................................................................... 8
4.
Subsidiaries and Other Affiliated Entities ........................................................................................................................... 10
5.
Employees ........................................................................................................................................................................... 15
II.
Overview of Business .............................................................................................................................................................. 18
1.
Management Policy, Business Environment, Issues to Address ......................................................................................... 18
2.
Approach and Initiatives for Sustainability ......................................................................................................................... 22
3.
Business Risks .................................................................................................................................................................... 33
4.
Management Analysis of Financial Position, Operating Results and Cash Flows .............................................................. 40
5.
Material Contracts, etc. ....................................................................................................................................................... 50
6.
Research and Development Activities................................................................................................................................. 51
III. Information about Facilities ..................................................................................................................................................... 53
1.
Overview of Capital Investment.......................................................................................................................................... 53
2.
Major Facilities ................................................................................................................................................................... 54
3.
Planned Addition, Retirement, and Other Changes of Facilities ......................................................................................... 59
IV. Information about Reporting Company ................................................................................................................................... 62
1.
Company’s Shares, etc. ....................................................................................................................................................... 622.
Share Repurchase ................................................................................................................................................................ 68
3.
Dividend Policy .................................................................................................................................................................. 70
4.
Corporate Governance, etc. ................................................................................................................................................. 71
V.
Financial Information ............................................................................................................................................................ 170
1.
Consolidated Financial Statements and Other Notes......................................................................................................... 171
2.
Non-Consolidated Financial Statements and Other Notes ................................................................................................ 253
VI. Outline of Share-Related Administration of Reporting Company ......................................................................................... 280
VII. Reference Information of Reporting Company...................................................................................................................... 281
1.
Information about Parent of Reporting Company ............................................................................................................. 281
2.
Other Reference Information ............................................................................................................................................ 281
Part II.
Information about Reporting Company’s Guarantor, etc. ................................................................................................. 283[Audit report][Internal control report]- 2 -[Cover][Document Submitted][Article of the Applicable Law
Requiring Submission of This
Document][Submitted to][Date of Submission][Fiscal Year][Company Name][Company Name in English][Position and Name ofRepresentative][Location of Head Office][Telephone Number][Name of Contact Person][Nearest Place of Contact][Telephone Number][Name of Contact Person][Place Where Available for
Public Inspection]

Annual Securities Report
Article 24, Paragraph 1 of the Financial Instruments and Exchange Act
Director-General of the Kanto Local Finance Bureau
June 20, 2024
The 156th fiscal year (fiscal year ended March 31, 2024) (from April 1, 2023 toMarch 31, 2024)
Olympus Kabushiki Kaisha
OLYMPUS CORPORATION
Stefan Kaufmann, Director, Representative Executive Officer, President andCEO
2951 Ishikawa-machi, Hachioji-shi, Tokyo
042-642-2111 (main)
Takayuki Aoyagi, Vice President, Accounting Department
2951 Ishikawa-machi, Hachioji-shi, Tokyo
042-642-2111 (main)
Takaaki Sakurai, Vice President, Investor Relations
Tokyo Stock Exchange, Inc.
(2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo, Japan)- 3 -Part I.
I.

Company Information
Overview of Company

1. Key Financial Data
(1) Key financial data of group
Fiscal Year

152nd

Year End

153rd

154th

155th

March 2020 March 2021 March 2022 March 2023

156th
March 2024

Revenue(Millionsof yen)755,231730,544

750,123881,923

936,210

Profit before tax(Millionsof yen)86,61776,810141,701

182,294

35,854

Profit attributable to owners of parent(Millionsof yen)51,67012,918

115,742

143,432

242,566

Comprehensive income attributable to ownersof parent(Millionsof yen)33,28436,670160,773

196,481

316,062

Equity attributable to owners of parent(Millionsof yen)370,747

394,326

510,168

640,085

757,186

Total assets(Millionsof yen)1,015,663

1,183,453

1,357,999

1,508,701

1,534,216

Equity attributable to owners of parent per
share

(Yen)

288.39306.72400.75510.62649.59Basic earnings per share

(Yen)

39.37

10.05

90.22

113.22199.91

Diluted earnings per share

(Yen)

39.36

10.04

90.17

113.08199.44

Ratio of equity attributable to owners of parent
to total assets

(%)

36.5

33.3

37.6

42.4

49.4

Ratio of equity attributable to owners of parent
to profit

(%)

12.7

3.4

25.6

24.9

34.7

Price-earnings ratio(Times)39.67

227.96

25.93

20.48

11.07

Cash flows from operating activities(Millionsof yen)133,544

124,122

169,729

98,49042,365

Cash flows from investing activities(Millionsof yen)(62,430)(118,918)(71,016)(58,414)359,992

Cash flows from financing activities(Millionsof yen)(19,462)

40,800(40,667)(143,178)(276,010)

Cash and cash equivalents at end of period(Millionsof yen)162,717

217,478

302,572

205,512340,933

35,17431,65331,55732,80528,838[1,437][1,135]

[934]

[786]

[942]

Numbers of employees(Excludes average number of temporary
employees)
Notes:

1.
2.
3.

4.

(Persons)

The consolidated financial statements are prepared in accordance with International Financial Reporting Standards(hereinafter “IFRS”).
Separately from the number of employees in the key financial data of group, the average number of temporary
employees is shown in parentheses.
The Scientific Solutions Business has been classified as a discontinued operation from the 155th fiscal year (fiscal year
ended March 31, 2023). As a result, revenue and profit before tax for the 155th fiscal year (fiscal year ended March 31,2023) and the 156th fiscal year (fiscal year ended March 31, 2024) in the above financial data show the amounts fromcontinuing operations from which the discontinued operation has been excluded, and profit attributable to owners ofparent shows the aggregate of continuing operations and discontinued operations. The same reclassification has been
made for revenue and profit before tax for the 154th fiscal year (fiscal year ended March 31, 2022) in the above
financial data. For more information on discontinued operations, please refer to “V. Financial Information, 1.
Consolidated Financial Statements, etc., Notes to Consolidated Financial Statements, 41. Discontinued Operations.”
The figures in the consolidated statement of financial position have been retroactively revised to correct fair values ofassets and liabilities acquired in association with the business combination, which were provisionally measured for the156th fiscal year (the fiscal year ended March 31, 2024). In conjunction with this, the key financial data for the 155th
fiscal year (the fiscal year ended March 31, 2023) indicate monetary values after these adjustments have been applied.
For more information on the contents of these retroactive revisions, please refer to “V. Financial Information, 1.
Consolidated Financial Statements and Other Notes, Notes to the Consolidated Financial Statements, 40. Business
Combinations (Revised provisional amounts).”- 4 -(2) Business results of reporting company
Fiscal Year

152nd

153rd

154th

155th

156th

Year EndMarch 2020

March 2021

March 2022

March 2023

March 2024

Revenue(Millionsof yen)375,258

344,134

378,637

380,014379,373

Ordinary profit(Millionsof yen)13,26649,00057,187

152,299

135,139

Profit(Millionsof yen)

9,861

8,541

84,844130,338

293,613

Share capital(Millionsof yen)124,643

124,643

124,643

124,643

124,643

Total number of issued shares(Thousand shares)1,370,915

1,370,915

1,299,294

1,266,179

1,215,147

Net assets(Millionsof yen)376,219

349,770

357,229

418,309

512,912

Total assets(Millionsof yen)771,026

826,569

900,917

973,602954,925(Yen)

292.24271.69280.30333.48439.81

10.00

12.00

14.00

16.00

18.00

[–]

[–]

[–]

[–]

[–]

7.51

6.64

66.13

102.88241.97

Net assets per share
Dividend per share(Includes interim dividend paid pershare)(Yen)

Basic earnings per share(Yen)

Diluted earnings per share

(Yen)

7.51

6.64

66.10

102.76241.41Equity ratio

(%)

48.7

42.3

39.6

42.9

53.7

Rate of return on equity
Price-earnings ratio
Payout ratio
Numbers of employees

(%)

2.3

2.4

24.0

33.6

63.1

(Times)

208.0

345.0

35.4

22.5

9.1

(%)

133.2

180.7

21.2

15.6

7.4

(Persons)

7,146

4,775

3,478

2,727

2,834

Total shareholder return(Comparison indicator: TOPIX(including dividends))

(%)

130.8

192.4

197.6

197.2

189.9

(%)

(90.5)(128.6)(131.2)(138.8)(196.2)Highest share price

(Yen)

2,148

2,476

2,741

3,198

2,532

Lowest share price

(Yen)

1,156

1,413

1,998

2,175

1,782

Notes:

1.
2.

3.
4.

The highest and lowest share prices are those quoted on the Prime Market of the Tokyo Stock Exchange from April 4,2022, and on the First Section of the Tokyo Stock Exchange before that date.
Effective April 1, 2020, Olympus Corporation has transferred certain functions such as R&D, manufacturing, andrepair planning to its subsidiary Olympus Medical Systems Corp. through an absorption-type company split in order tostrengthen its quality regulatory functions in the medical field. On January 1, 2021, the Imaging Business was
succeeded to by OM Digital Solutions Corporation, a subsidiary of Olympus Corporation, through an absorption-typecompany split, and then transferred to OJ Holdings, Ltd.
Effective October 1, 2021, Olympus Corporation has transferred a domestic sales function in the medical field to its
subsidiary Olympus Marketing, Inc. through an absorption-type company split in order to strengthen the domestic sales
structure in the medical field.
Effective April 1, 2022, Olympus Corporation transferred its Scientific Solutions Business to its subsidiary, Evident
Corporation, through an absorption-type split, in order to achieve sustainable growth and profitability in the Scientific
Solutions Business. On April 3, 2023, the Scientific Solutions Business was transferred to K.K. BCJ-66 with the aim ofenhancing the corporate value of the Olympus Group and realizing autonomous and sustainable growth for the
Scientific Solutions Business.

- 5 -2. History
Month / Year
October 1919
April 1936
June 1942
February 1944
January 1949
May 1949
May 1952
May 1955
October 1960
August 1963
May 1964
January 1968
May 1969
March 1977
February 1980
November 1981
February 1988
June 1990
April 1993
October 2003
October 2004
June 2005
February 2008
April 2011
October 2011
September 2012
April 2015
April 2016
April 2020
January 2021
February 2021
May 2021
October 2021
April 2022
December 2022

Overview
Takachiho Seisakusho was established in Hatagaya, Shibuya-ku, Tokyo, with a view to achieving domestic
production of microscopes and other optical machinery
Began manufacturing photographic equipment
Renamed Takachiho Optical Co., Ltd.
Opened Ina Factory (currently Nagano Facility) in Ina-shi, Nagano Prefecture
Renamed Olympus Optical Co., Ltd.
Stock listed on the Tokyo Stock Exchange
Began manufacturing medical equipment
Participated in the management of Takachiho Shokai and strengthened domestic sales of photographic
equipment
Began manufacturing measuring equipment
Opened Hachioji Plant (currently Technology Development Center Ishikawa) in Hachioji-shi, Tokyo
Established Olympus Optical Co. (Europa) GmbH (currently Olympus Europa SE & Co. KG, a consolidated
subsidiary) to strengthen sales of Olympus Corporation’s products in Europe (subsequently establishedmanufacturing and sales locations throughout Europe)
Established Olympus Corporation of America (currently Olympus America Inc., a consolidated subsidiary) tostrengthen sales of microscopes and medical equipment in the U.S.
Established Olympus Seiki (currently Aizu Olympus Co., Ltd., a consolidated subsidiary) (subsequently
established manufacturing affiliates in various locations in Japan)
Established Olympus Camera Corporation (currently Olympus America Inc., a consolidated subsidiary) tostrengthen sales of photographic equipment in the U.S.
Relocated Headquarters to Nishi-Shinjuku, Shinjuku-ku, Tokyo
Established Tatsuno Plant (currently Nagano Facility) in Kamiina-gun, Nagano Prefecture
Opened Utsugi Technology Research Institute in Hachioji-shi, Tokyo
Established Olympus USA Incorporated (currently Olympus Corporation of the Americas, a consolidated
subsidiary) to strengthen the business foundation in the U.S.
Opened Hinode Plant in (relocated Hachioji Plant to) Nishitama-gun, Tokyo
Renamed Olympus Corporation
Spun off the Imaging and Medical businesses to create Olympus Imaging Corporation and Olympus Medical
Systems Corp.
Established Olympus NDT Corporation to strengthen non-destructive testing business
Acquired Gyrus Group PLC to strengthen the surgical area in the medical field
Set Olympus Corporation of Asia Pacific Limited as the supervising company for Asia and Oceania tostrengthen the business foundation in the region.
Olympus Opto-Technology Co. Ltd. and Okaya Olympus Co., Ltd. merged to form Nagano Olympus Co., Ltd.
(currently a consolidated subsidiary)Transferred the information and communication business to IJ Holdings, Inc. established by Japan Industrial
Partners, Inc.
Absorbed the medical and imaging businesses through an absorption-type company split in which Olympus
Corporation is the succeeding company and Olympus Medical Systems Corp. is the splitting company, and anabsorption-type merger between Olympus Corporation and Olympus Imaging Corporation.
Changed the address of registered head office to Hachioji-shi, Tokyo
Split off certain functions such as R&D, manufacturing, and repair planning to Olympus Medical Systems Corp.
through an absorption-type company split to strengthen Olympus Corporation’s quality regulatory functions in
the medical field
Transferred the Imaging business to OM Digital Solutions Corporation and then to OJ Holdings, Ltd.
established by Japan Industrial Partners, Inc.
Acquired Quest Photonic Devices B.V. to strengthen fluorescence imaging technology in the medical field for
surgical applications
Acquired Medi-Tate Ltd. to strengthen the urology area in the medical field
Transferred the domestic sales function of the medical business to Olympus Medical Science Sales Corporation,
and Olympus Medical Science Sales Corporation renamed Olympus Marketing, Inc.
Spun off the Scientific Solutions business to create Evident Corporation
Acquired Odin Medical Ltd. to strengthen the use of digital technology in the medical field- 6 -Month / Year
April 2023
April 2024

Overview
Transferred Evident Corporation to K.K. BCJ-66, a special purpose company indirectly owned by funds advised
by Bain Capital Private Equity, LP
Relocated head office to Ishikawa-machi, Hachioji-shi, Tokyo- 7 -3. Description of Business
The Olympus Group consists of Olympus Corporation, 89 subsidiaries and 3 affiliates, and is primarily
engaged in the manufacturing and sales of endoscopic, therapeutic and other products, as well as serving as aholding company and engaging in financial investment and other business activities related to each business.
The following three businesses, “Endoscopic Solutions,” “Therapeutic Solutions,” and “Others,” are the sameas the segment classifications stated in “V. Financial Information, 1. Consolidated Financial Statements, etc.,(1) Consolidated Financial Statements, Notes to Consolidated Financial Statements, 6. Business Segments.”
Business

Principal products and businesses

Names of major companies

GI-Endotherapy, surgicalendoscopes, medical service

Olympus Corporation(Consolidated subsidiaries)
Olympus Medical Systems Corp., Olympus Marketing, Inc., Aizu Olympus
Co., Ltd., Shirakawa Olympus Co., Ltd., Nagano Olympus Co., Ltd.,
TmediX Corporation, Olympus America Inc., Olympus Europa SE & Co.
KG, Olympus Deutschland GmbH, KeyMed (Medical & Industrial
Equipment) Ltd., Olympus Winter & Ibe GmbH, Olympus (Beijing) Sales &Service Co., Ltd., Olympus Korea Co., Ltd., Olympus Singapore Pte. Ltd.
(Affiliated companies)
Sony Olympus Medical Solutions Inc.

Therapeutic
Solutions

Gastroenterology devices, urology
products, respiratory products,
energy devices, ENT products,
gynecology products

Olympus Corporation(Consolidated subsidiaries)
Olympus Medical Systems Corp., Olympus Marketing, Inc., Aomori
Olympus Co., Ltd., TmediX Corporation, Olympus America Inc., Olympus
Europa SE & Co. KG, Olympus Deutschland GmbH, Gyrus ACMI, Inc.,
Olympus Winter & Ibe GmbH, Olympus (Beijing) Sales & Service Co.,
Ltd., Olympus Korea Co., Ltd., Olympus Singapore Pte. Ltd., Olympus
Vietnam Co., Ltd.

OthersBiomedical materials, orthopedic
equipment, others

Olympus Corporation(Consolidated subsidiaries)
Olympus Terumo Biomaterials Corp., FH ORTHO SAS

Holding company, financial
investment

Olympus Corporation(Consolidated subsidiaries)
Olympus Corporation of the Americas, Olympus Europa Holding SE,
Olympus Europa SE & Co. KG, Olympus (China) Co., Ltd., Olympus
Corporation of Asia Pacific Limited., Olympus Global Treasury Services
LimitedEndoscopic
Solutions

Common- 8 -The business structure of the Olympus Group as of March 31, 2024 is shown in the following diagram, whichschematically illustrates the matters described above.
External customers

Sales companies
Olympus America Inc. (U.S.A.)
Olympus Europa SE & Co. KG (Germany)
Olympus Deutschland GmbH (Germany)
KeyMed (Medical & Industrial Equipment) Ltd. (U.K.)
Olympus Hong Kong and China Limited (Hong Kong)
Olympus Singapore Pte Ltd. (Singapore)
Olympus Korea Co., Ltd. (Republic of Korea)
Olympus (Beijing) Sales & Service Co.,Ltd (P.R.C.)
Olympus Marketing, Inc.
TmediX Corporation
Other 39 subsidiaries

Olympus Corporation (the Company)
Endoscopic Solutions

Therapeutic Solutions

Manufacturers
Endoscopic Solutions
Olympus Medical Systems Corp.
Aizu Olympus Co., Ltd.
Shirakawa Olympus Co., Ltd.
Nagano Olympus Co., Ltd.
Olympus Winter & Ibe GmbH
KeyMed (Medical & Industrial Equipment) Ltd.

Others

Therapeutic Solutions
Olympus Medical Systems Corp.
Aomori Olympus Co., Ltd.
Olympus Winter & Ibe GmbH
Gyrus ACMI, Inc.
Olympus Vietnam Co., Ltd.

Other Companies
Olympus Terumo Biomaterials Corp.
FH ORTHO SAS
Olympus Corporation of the Americas
Olympus Europa Holding SE
Olympus Europa SE & Co. KG
Olympus Global Treasury Services Limited
Olympus (China) Co., Ltd

Other 4 subsidiaries

Olympus Corporation of Asia Pacific Limited.

Sony Olympus Medical Solutions Inc.
Other 9 subsidiaries
Other 2 affiliates

Other 17 subsidiaries
Graph legend
Provision of products
Provision of
manufacturing components- 9 -4. Subsidiaries and Other Affiliated Entities(As of March 31, 2024)
Relationship with Olympus Corporation
Concurrent officers,
etc.

Company nameLocation

Capital stock or
capitalcontribution

Main business

Voting rights
held byFinancial
Olympus Officers Employ- assistCorporation of the ees of the ance(%)
reporting reporting loanscompany company

Major
profit/loss
information,etc.
(1) Revenue(2) Operating
profitBusinesstransactions (3) Profit(4) Total
equity(5) Total
assets(Millions ofyen)(Consolidated
subsidiaries)
Olympus Medical
Hachioji-shi,
Systems Corp.
Tokyo(Note 2)

Manufacturing
Endoscopic
Solutions Business¥90 million products andTherapeutic
Solutions Businessproducts

100

Yes

Yes

No

Manufacturing
Olympus
Corporation’s
products

Aizu Olympus
AizuCo., Ltd.
Wakamatsu-shi,(Note 2) Fukushima¥214 million

Manufacturing
Endoscopic
Solutions Businessproducts

100

No

Yes

No

Manufacturing
Olympus
Corporation’s
products

Aomori Olympus Kuroishi-shi,Co., Ltd.
Aomori¥26 million

Manufacturing
Therapeutic
Solutions Businessproducts

100

No

Yes

No

Manufacturing
Olympus
Corporation’s
products

Tatsuno-machi,
Nagano Olympus
Kamiina-gun,Co., Ltd.
NaganoManufacturing
Endoscopic¥100 million
Solutions Businessproducts

Nishigo-mura,Nishishirakawagun, Fukushima

Manufacturing
Endoscopic¥80 million
Solutions Businessproducts

Shirakawa
Olympus Co.,
Ltd.

100

100

Olympus
Shinjuku-ku,
Marketing, Inc.
Tokyo
(Notes 2, 3)

Sales of Endoscopic
Solutions Businessproducts and¥96 million
Therapeutic
Solutions Businessproducts

Olympus Terumo
Biomaterials
Shibuya-ku,
Corp.
Tokyo
(Note 1)

Research anddevelopment,
manufacturing andsales of¥72 million
biomaterials
products andregenerative
medicine

95.7
[100]

TmediX
Shinjuku-ku,
Corporation
Tokyo(Note 1)

Lease of products¥50 million of the Endoscopic
Solutions Business

100
[100]

OlympusSupportmate
Corp.

Administration
services for¥10 million domestic
subsidiaries andaffiliates

Hachioji-shi,Tokyo- 10 -

100

100

No

No

No

No

No

No

Yes

Lendingof ¥866 Manufacturing
million Olympus
forCorporation’s
working products
capitalYes

No

Manufacturing
Olympus
Corporation’s
products

No(1) 111,026
Sales of(2) 12,568
Olympus(3) 7,770
Corporation’s(4) 33,663
products(5) 69,174

Yes

Yes

Lending Developmentof ¥374 formillion manufacturing
and sales offorworking biomaterials
capital products

Yes

Sales ofOlympus
Corporation’s
products

Yes

No

Lendingof ¥21
Provision of
millionadministration
forservicesworking
capitalRelationship with Olympus Corporation
Concurrent officers,
etc.

Company nameLocation

Capital stock or
capitalcontribution

Main business

Voting rights
held byFinancial
Olympus Officers Employ- assistCorporation of the ees of the ance(%)
reporting reporting loanscompany company

Olympus
Corporation ofPennsylvania,
the Americas
U.S.A.
(Note 2)

Holding companyof corporate
planning andUS$15 thousand financial support toaffiliatedcompanies in
Americas region

Olympus America
Pennsylvania,
Inc.
U.S.A.
(Notes 1, 3)

Sales of Endoscopic
Solutions Businessproducts andUS$0 thousand
Therapeutic
Solutions Businessproducts

100
[100]

No

Olympus Latin
Florida,America, Inc.
U.S.A.
(Note 1)

Sales of Endoscopic
Solutions Businessproducts andUS$0 thousand
Therapeutic
Solutions Businessproducts

100
[100]

Gyrus ACMI, Inc. Massachusetts,(Notes 1, 2) U.S.A.

Manufacturing
Therapeutic
US$1 thousand
Solutions Businessproducts

Gyrus ACMI LP Minnesota,(Note 1) U.S.A.

Major
profit/loss
information,etc.
(1) Revenue(2) Operating
profitBusinesstransactions (3) Profit(4) Total
equity(5) Total
assets(Millions of
yen)

No

Sales ofOlympus
Corporation’s
products

YesNo(1) 323,994
Sales of(2) 65,316
Olympus(3) 57,925
Corporation’s(4) 126,398
products(5) 196,447

No

Yes

No

Sales ofOlympus
Corporation’s
products

100
[100]

Yes

Yes

No

No

Manufacturing
Therapeutic
US$0 thousand
Solutions Businessproducts

100
[100]

No

No

No

No

OlympusInnovation
Massachusetts,
Ventures, LLC
U.S.A.
(Note 1)

Investment inEndoscopic
US$0 thousand Solutions Businessand Therapeutic
Solutions Business

100
[100]

Yes

No

No

No

Olympus Europa Hamburg,
Holding SE
Germany

Holding companyof corporate
planning to€1,000 thousand
affiliatedcompanies in
Europe region

100

Yes

Yes

No

No

Olympus Europa
Hamburg,
SE & Co. KG
Germany

Holding company
and sales ofEndoscopic€100,000 Solutions Businessthousand products andTherapeutic
Solutions Businessproducts

100
[100]

No

No

No

Sales ofOlympus
Corporation’s
products

Olympus
Deutschland
Hamburg,GmbH
Germany(Note 1)

Sales of Endoscopic
Solutions Business€10,100 products andthousand Therapeutic
Solutions Businessproducts

100
[100]

No

Yes

No

Sales ofOlympus
Corporation’s
products(Notes 1, 2)- 11 -

100

Yes

Yes

Relationship with Olympus Corporation
Concurrent officers,
etc.

Company nameLocation

Capital stock or
capitalcontribution

Main business

Voting rights
held byFinancial
Olympus Officers Employ- assistCorporation of the ees of the ance(%)
reporting reporting loanscompany company

Olympus France
Rungis Cedex,
S.A.S.
France(Note 1)

Sales of Endoscopic
Solutions Businessproducts and€3,914 thousand
Therapeutic
Solutions Businessproducts

100
[100]

Olympus WinterHamburg,& Ibe GmbHGermany(Note 1)

Manufacturing
Endoscopic
Solutions Business€8,182 thousand products andTherapeutic
Solutions Businessproducts

100
[100]

KeyMed (Medical& Industrial
Essex,
Equipment) Ltd. U.K.
(Note 1)

Manufacturing andsales of Endoscopic£10 thousand
Solutions Businessproducts

100
[100]

No

Quest Photonic
North Holland
Devices B.V.
The Netherlands(Note 1)

€21 thousand

Development ofEndoscopic
Solutions Businessproducts

100
[100]

No

Arc Medical
West Yorkshire,
Design Limited
U.K.
(Note 1)

Manufacturing
Therapeutic£52 thousand
Solutions Businessproducts

100
[100]

No

Yes

No

Major
profit/loss
information,etc.
(1) Revenue(2) Operating
profitBusinesstransactions (3) Profit(4) Total
equity(5) Total
assets(Millions of
yen)

No

Sales ofOlympus
Corporation’s
products

No

Manufacturing
Olympus
Corporation’s
products

Yes

No

Sales andmanufacturingof Olympus
Corporation’s
products

Yes

No

Developmentof Olympus
Corporation’s
products

No

Manufacturing
Olympus
Corporation’s
products

No

Yes

Yes

FH ORTHO SAS Heimsbrunn(Note 1) France

Sales and
€44,757 manufacturing of
thousand orthopedic
equipment

100
[100]

No

Yes

No

Sales andmanufacturingof Olympus
Corporation’s
products

Olympus Global
Treasury Services Essex,
LimitedU.K.
(Note 2)

£266,693 Fund management
thousand of the whole group

100

Yes

Yes

No

No

Development ofEndoscopic£1
Solutions Businessproducts

100

No

Yes

No

Developmentof Olympus
Corporation’s
products

Medi-Tate Ltd.
Or-Akiva, Israel(Note 1)Development andmanufacturing of₪28 thousand Therapeutic
Solutions Businessproducts

100
[100]

No

Yes

No

Manufacturing
Olympus
Corporation’s
products

Olympus
Corporation ofAsia PacificHong Kong
Limited(Note 2)

Holding companyof corporate
HK$1,729,704 planning tothousand affiliatedcompanies in Asia
region

100

Yes

Yes

No

No

No

Sales andmanufacturingof Olympus
Corporation’s
products

Odin Medical
Ltd.

London, U.K.

Olympus Hong
Kong and China
Hong Kong
Limited(Note 1)

Sales of Endoscopic
Solutions Business
HK$540,000 products andthousand Therapeutic
Solutions Businessproducts- 12 -

100
[100]

No

Yes

Relationship with Olympus Corporation
Concurrent officers,
etc.

Company nameLocation

Capital stock or
capitalcontribution

Main business

Voting rights
held byFinancial
Olympus Officers Employ- assistCorporation of the ees of the ance(%)
reporting reporting loanscompany company

Olympus (China)
Co., Ltd.
Beijing, P.R.C.
(Note 1)

Holding companyof corporate
US$31,000
planning tothousandaffiliatedcompanies in China

100
[100]

Olympus(Beijing) Sales &Beijing, P.R.C.
Service Co., Ltd.
(Notes 1, 3)

Sales of Endoscopic
Solutions Business
US$5,000 products andthousand Therapeutic
Solutions Businessproducts

100
[100]

Olympus Trading(Shanghai)
Shanghai,
Limited
P.R.C.
(Notes 1, 2)

Sales of Endoscopic
Solutions Business
US$1,000 products andthousand Therapeutic
Solutions Businessproducts

100
[100]

No

Olympus Korea
Co., Ltd.

Sales of Endoscopic
Solutions Business₩18,000 products andmillion Therapeutic
Solutions Businessproducts

100

Sales of Endoscopic
Solutions Businessproducts and
S$330 thousand
Therapeutic
Solutions Businessproducts

Seoul, Republicof Korea

OlympusSingapore Pte.
Singapore
Ltd.
(Note 1)
Olympus Vietnam
VietnamCo., Ltd.

OlympusVictoria,
Australia Pty Ltd.
Australia(Note 1)53 others

–

No

No

No

(1) 105,583
Sales of(2) 3,620
Olympus(3) 2,877
Corporation’s(4) 8,526
products(5) 52,085

Yes

No

Import andsales ofOlympus
Corporation’s
products

Yes

Yes

No

Sales ofOlympus
Corporation’s
products

100
[100]

No

Yes

No

Sales ofOlympus
Corporation’s
products

Manufacturing
Therapeutic
Solutions Businessproducts

100

Yes

Yes

No

Manufacturing
Olympus
Corporation’s
products

Sales of Endoscopic
Solutions Business
A$7,928 products andthousand Therapeutic
Solutions Businessproducts

100
[100]

No

Yes

No

Sales ofOlympus
Corporation’s
products

–

–

–

–

–

US$24,000

–

–

Yes

No

Yes

Major
profit/loss
information,etc.
(1) Revenue(2) Operating
profitBusinesstransactions (3) Profit(4) Total
equity(5) Total
assets(Millions of
yen)

Yes

–

(Equity method
affiliatedcompanies)
Sony Olympus
Hachioji-shi,
Medical Solutions
Tokyo
Inc.
2 others–

Development ofEndoscopic¥50 million
Solutions Businessproducts––- 13 -

49

No

Yes

–

–

–

Lendingof ¥1,960 Development
million of Olympus
Corporation’sforworking products
capital–––Notes:

1.
2.
3.
4.

Figures disclosed in parentheses in the “Voting rights held by Olympus Corporation” column represent voting rights
held indirectly by Olympus Corporation.
The company falls under the category of “specified subsidiary.”
Olympus Marketing, Inc., Olympus America Inc., and Olympus (Beijing) Sales & Service Co., Ltd. account for morethan one-tenth of consolidated revenue.
No company has filed a securities registration statement or securities report.

- 14 -

5. Employees(1) Information about group(As of March 31, 2024)
Numbers of employees (persons)Segment
Endoscopic Solutions

14,948[452]

Therapeutic Solutions

8,337

[228]

441

[12]

5,112

[250]

28,838[942]

OthersManagement division
Total
Notes:

1.
2.
3.

4.

The number of employees represents individuals working within the Olympus Group.
The number of employees includes employees on loan to the Olympus Group but does not include employees on loan
outside the Olympus Group. The average number of temporary employees for the year is shown in parentheses.
The Scientific Solutions Segment is excluded from the above list because Evident Corporation, which took over the
Scientific Solutions Segment of Olympus Corporation during the fiscal year ended March 31, 2024, is no longer a
subsidiary of Olympus Corporation. The number of employees in the Scientific Solutions Segment decreased by 4,124
from the fiscal year ended March 31, 2023.
The number of employees was standardized throughout the Group from the fiscal year ended March 31, 2024.

(2) Information about reporting company(As of March 31, 2024)
Numbers of employees(persons)

Average age (years)

2,834

43.18

Average length of service(years)Average annual salary (yen)

13.63

Segment

10,410,683

Numbers of employees (persons)Endoscopic Solutions

729

Therapeutic Solutions

361

Others2

Management division

1,742
Total

Notes:

1.
2.
3.

2,834

The number of employees represents individuals working within the Olympus Corporation.
The number of employees includes employees on loan to Olympus Corporation but does not include employees on
loan outside Olympus Corporation.
Average annual salary includes bonuses and extra wages.

(3) Information about labor union (as of March 31, 2024)
Name:

Olympus Labor Union

Labor-management relation: Labor-management relations are stable and there are no matters requiring
special mention.
Number of members:

4,571- 15 -

(4) Diversity indicators
Diversity indicators for the fiscal year ended March 31, 2024 are as follows.
Reporting company
and consolidated
subsidiaries

Number of all
employees(persons)(Note 1)

Percentage offemaleemployees inmanagerial
positions (%)(Note 2)

Percentage ofmale employees
taking childcare
leave, etc. (%)(Note 2)

Wage difference between men and women (%)(Note 1)All employees

Full-time
employees

Part-time andfixed-term
employees

Reporting company

6,613

9.1

88.0

77.1

76.4

72.0

Nagano Olympus
Co., Ltd.

512

1.8

73.3

68.4

67.8

88.3

Aizu Olympus Co.,
Ltd.

2,046

14.2

82.2

68.5

70.3

85.5

Shirakawa Olympus
Co., Ltd.

982

7.7

100.0

64.7

64.5

73.0

Aomori Olympus
Co., Ltd.

897

12.1

100.0

60.9

62.6

62.3

Olympus Marketing,
Inc.

609

6.0

68.4

70.2

69.9

74.3

Olympus Terumo
Biomaterials Corp.

108

12.9

80.0

65.0

72.1

58.6

OlympusSupportmate Corp.

165

18.2

–
(Note 3)

108.1

110.6

75.2

TmediX Corporation

67

0.0

0.0

83.0

80.2

94.4

Notes:

1.
2.
3.
4.

5.
6.

7.

Seconded employees are counted as employees of the company from which they are seconded.
Seconded employees are counted as employees of the company to which they are seconded.
This indicates that there are no male employees eligible for childcare leave, etc.
The periods covered are as follows;
Percentage of female employees in managerial positions: as of March 2024
Percentage of male employees taking childcare leave, etc. and wage difference between men and women: fiscal year
ended March 31, 2024 (April 2023 to March 2024)
The percentage of female employees in managerial positions is calculated in accordance with the provisions of the“Act on the Promotion of Women’s Active Engagement in Professional Life” (Act No. 64 of 2015). The standards ofthe aforementioned are also applied in the calculations for our overseas companies.
The percentage of male employees taking childcare leave, etc. is calculated based on the rate of usage of childcare
leave and the rate of usage of leave for childcare purposes as indicated in Article 71, Paragraph 4, Item 2 of the“Ordinance for Enforcement of the Act on Childcare Leave, Caregiver Leave, and Other Measures for the Welfare ofWorkers Caring for Children or Other Family Members (Ordinance of the Ministry of Labor No. 25, 1991).”
Nine domestic companies are subject to the count.

Wage difference between men and women
The wage difference between men and women, which is one of the indicators for promoting the active
participation of women, is 77.1% for Olympus Corporation.
We believe that the difference is due to the fact that male employees have been with Olympus Corporation longer,
the average age of male employees is higher, and the ratio of higher-paid positions is higher for male employees
than for female employees.
As part of our efforts to address these issues, we have set a target for the percentage of female managers acrossJapan, set the active participation of women as one of our medium-term policies, and are implementing measures
to strengthen the environment in which women can balance work and life, and to increase the ratio of women in
management, senior management, and executive positions.
Diversity targets
1. We have set the targets of having the percentage of female managers be 30% for the Olympus Group and 13%
for Olympus Corporation (Japan) by March 31, 2028.
- 16 -

2. We have set the target of having 100% of eligible male employees take childcare leave, etc. at Olympus
Corporation (Japan) by March 31, 2026.
3. The Olympus Group will seek to further increase its diversity of nationalities and cultures while further
raising employee engagement scores.
Current status•

Percentage of female managers within the Olympus Group: 25.4% (as of March 1, 2024)•

Percentage of female managers within the Olympus Corporation: 9.1% (as of March 1, 2024)•

Percentage of eligible male employees taking childcare leave, etc. within the Olympus Corporation: 88.0%(between April 1, 2023 and March 31, 2024)- 17 -

II.

Overview of Business

1. Management Policy, Business Environment, Issues to Address
The management policy, business environment, and issues to address of the Olympus Group are as follows.
Note that matters related to future developments that are mentioned in this section are judgments of the
Olympus Group that were made as of the end of the fiscal year ended March 31, 2024 (on a consolidated
basis).
(1) Basic management policy
The Olympus Group’s corporate philosophy, our purpose, is to contribute broadly to society by meetingthe fundamental needs of people and society around the world for healthy, safe and fulfilling lives
through our business activities, and this is expressed as “Making people’s lives healthier, safer and more
fulfilling” as the basic philosophy of all our activities. In addition, in January 2024, the Olympus Group
refreshed “Our Core Values,” a code of conduct for our employees, in order to transform us into a global
MedTech company.
The Olympus Group continue to provide innovative products and services to society to realize its
corporate philosophy, and strive for sustainable business growth and increased corporate value.

Since April 2023, we have defined three guiding principles of “patient safety and sustainability,”“innovation for growth,” and “productivity.” To continue as a sincere and transparent company, we build
a firm and durable organization in cooperation with regulatory authorities and our stakeholders and focus
all our activities on customer experience value to become a company leading the healthcare industry and
ESG. We also focus on QA/RA (quality assurance and regulatory affairs) with patient safety as our top
priority, and implement initiatives such as “executing transformation with the aim of a single global
quality system and fully harmonized processes,” “enhancing global quality and compliance functions toensure consistent execution,” and “resolving product compliance issues and complete remediation.” Wealso provide high-quality products and services in various fields in line with our long-term strategy toachieve sustainable business growth and increased corporate value.

(2) Company strategy
We have announced a new company strategy in 2023 to achieve our corporate philosophy.
(Strategic value pools for long-term sustainable growth)
Going forward, we intend to focus on both growth and profitability in this new stage of “Shift to Grow,”with the goal of expanding our market position in key segments and ultimately improving patients’experience and treatment outcomes. As sources of value to support long-term and sustainable growththat contributes to this, we have four key drivers: i) business and global expansion, ii) strategic M&A,
iii) care pathway enhancement, and iv) intelligent endoscopy ecosystem.
- 18 -

i)

Business and global expansion
With the change in global population dynamics and an increase in the occurrence of diseases, theneed for solutions for diseases targeted by our products and services have been growing. We
continue to focus on three fields of gastroenterology, urology, and respiratory where we haveleading positions, and provide optimal solutions for patient care pathways through advanced
visualization, precision treatment, and value added solutions.

• EVIS X1, our mainstay gastrointestinal endoscopic system: Sales began in the fiscal year ended
March 31, 2021 in Europe, Asia, and Japan, and began in the U.S. and China in the fiscal year
ended March 31, 2024. We plan to expand sales further in the future.

• Single-use endoscopes: We launched a bronchoscope in the fiscal year ended March 31, 2022

and a pharyngoscope in the fiscal year ended March 31, 2024. We plan to launch a ureteroscopein the fiscal year ending March 31, 2025, and we are aiming to launch single-use endoscopes in
the areas of duodenoscope and cholangioscope going forward. (Includes technologies not yet
approved or released in some regions)• Chinese market: This is one of our strategically important markets, where we continue to invest
in clinician education and training and assess unmet needs from Chinese healthcare
professionals. We are also preparing a local manufacturing site in China and are consideringoffering Chinese domestic products for the Chinese market.

ii)

Strategic M&A
We will continuously enhance our product portfolio through opportunities for tuck-in M&As inexisting disease areas in the GI, urology, and respiratory fields and related areas with high growthpotential to transform clinical and procedural workflows, enhance care, and expand businessgeographically. We contribute to improving patient outcomes by providing comprehensive
solutions.

iii) Care pathway enhancement
We aim to improve patient outcomes by elevating the standard of care. In the care pathway
covering early detection and diagnosis, stage classification, treatment, and follow-up care, we
improve the experience of patients and healthcare professionals through our solutions and provide
more patients with access to healthcare to improve the quality of care and outcomes, with a focus
on the three fields of GI, urology, and respiratory.
iv)

Intelligent endoscopy ecosystem
With the increase in chronic diseases and an aging population, there is an even greater need todeliver better treatment outcomes to more people and improve the experience of healthcare
providers and patients, while reducing medical costs. We are considering providing solutions tothese challenges through intelligent endoscopy that leverages connectivity, AI, and data insights tostandardize the user experience through “workflow management,” “CAD* and real-time procedure
support,” and “AI clinical and operations insights.” The AI-powered intelligent endoscopy
ecosystem will enable the co-creation of value between our customers, the Olympus Group, andour partners through a new software platform and achieve more accurate early detection, diagnosis,- 19 -

and treatment, with the goal of moving to a business model that constantly delivers innovation by
upgrading the platform’s software and applications.
* Computer Aided Detection/Diagnosis: AI assisted detection/diagnosis(Activities to enable investments and innovation)
In order to strengthen the foundation for value creation initiatives such as investment and innovation, we
are focusing our efforts on the following four areas in particular.
• QA/RA:

Complete QA/RA reform and corrective actions byintroducing a consistent and robust quality systemand strengthening the organization• R&D:

Quicker and higher investments in R&D with the aimof accelerating innovation. Create a more robust
innovation pipeline, seek more proactively strategic
partnerships, and accelerate our time-to-market• Manufacturing and supply chain management:
Improve cost of sales, optimize organizational
size and location structure, streamline and digitize
processes, and pursue further efficiencies• Global Target Operating Model (GTOM): Achieve continuous improvement of global governanceand operations. Clarify decision-making processes
and create a high-performance organization thatenables more efficient allocation of resources topromote innovation(Financial guidance)
Financial guidance for the three-year period from the fiscal year ended March 31, 2024 through thefiscal year ending March 31, 2026 is as follows. In this new stage of “Shift to Grow,” with a focus on
both growth and profitability, we aim to achieve stable value creation and competitive growth bymaintaining a revenue CAGR of approximately 5% and an adjusted operating margin of around 20%,
while targeting a CAGR of approximately 8% for EPS, which exceeds sales growth.

- 20 -

* Constant currency basis.
** After adjusting special factors: Excluding other income and expenses, etc. Impact from fluctuations in theexchange rate is not adjusted. The actual foreign exchange rate is used.
(3) Holistic quality transformation program “Elevate”
Concerning “patient safety and sustainability” in our basic guidelines, we are carrying out initiatives tostrengthen the QA/RA system, processes and capabilities over the three years from the fiscal year ended
March 31, 2024 until the fiscal year ending March 31, 2026. Through this program, we strive to fully
harness its potential, build a robust foundation for future innovation, and lead to the realization ofsustainable growth.

- 21 -

2. Approach and Initiatives for Sustainability(1) Sustainability in general
The Olympus Group strives to contribute to society through activities aimed at achieving Our Purpose,“making people’s lives healthier, safer and more fulfilling.” We recognize that through doing this, theOlympus Group will be able to continue functioning as a sustainable company. Therefore, the Olympus
Corporation’s ESG strategy is crucial for achieving Our Purpose.
<Governance>
To reinforce the implementation of the ESG measures, in April 2021, we designated an officer in chargeof ESG (ESG Officer) to be responsible for our ESG initiatives and established the KPIs to be specified
in our Company Strategy. The ESG Officer comprehensively manages ESG initiatives while monitoring
the implementation progress of ESG measures. The ESG Officer also reports the status of the progress to
the Group Executive Committee and the Board of Directors for deliberation. From the fiscal year ended
March 31, 2021, part of the executive officers’ performance share unit (PSU) of long-term incentive
compensation, was linked to the results of an evaluation by an external ESG rating agency. The
percentage of that part will be increased from 10% in the fiscal year ended March 31, 2024, to 20% in
the fiscal year ending March 31, 2025. Since ESG initiatives are integral to corporate management itself
to require long term for the outcome, the performance in ESG is linked to the long-term incentives in the
total incentive structure, and evaluations are linked to the results of initiatives over the three-year period,
rather than the short-term incentives evaluated by the results in a single year. In the fiscal year ended
March 31, 2023, we reviewed the governance structure for the implementation of our ESG strategy andestablished a new governance system in group level starting from the fiscal year ended March 31, 2024.
Under this new governance structure, the ESG Committee, which mainly consists of heads of respective
businesses and functions, drives and monitors the implementation of the ESG strategy. Under the ESG
Committee, working groups are set for some of ESG initiatives which require cross-functional approachto drive those ESG initiatives. In addition, the progress, outcomes and issues in the implementation of
ESG strategy are regularly reported to the Group Executive Committee and the Board of Directors. In
the fiscal year ended March 31, 2024, two regular reporting sessions were held in the Group Executive
Committee and the Board of Directors. By receiving instructions and advice from the Group Executive
Committee and the Board of Directors, the ESG strategy is appropriately implemented under a proper
governance structure.
<Governance system>- 22 -

<Strategy>
In the fiscal year ended March 31, 2023, we reviewed and refined our ESG strategy. In our newcompany strategy started from the first year ended March 31, 2024, we positioned ESG as one of the
primary priorities and further reinforced the linkage between our ESG strategy and the company
strategy, business strategy, as well as function strategy.

While retaining the essentials and framework of the prior ESG strategy, the new ESG strategy wasdeveloped through a process including communication with stakeholders, analysis in the increasing
expectations and requirements from society to companies on sustainability, major trend of MedTech
industry and discussion in the Group Executive Committee and the Board of Directors, and “25materiality topics” were identified under the “six focus areas.” In the process of identifying the 25
materiality topics, we prioritize them into three levels: “top priority,” “high priority,” and “others,”
according to the stakeholder impact and the impact on our business. These “six focus areas” and “25materiality topics” are embedded in the initiatives of the Olympus Group’s company management andbusiness management to represent our commitment to our contribution to solve social issues through our
ESG strategy. We recognize ESG as one of the most topics to become a global leading MedTech
company as well as to contribute to realize a sustainable society. Materiality needs to be reviewed andimproved continuously according to changes in society and business environment.
Six focus areas
・ Healthcare access and outcomes・ Compliance, product quality and safety
・ Responsible supply chain・ Healthy organization
・ Carbon neutral society and circular economy
・ Corporate governance- 23 -

6 Focus Areas / 25 materiality topics
Focus areas

25 Materiality topics
Top Priority (8 topics)

High Priority (9 topics)

Others (8 topics) Contribution to health equity and access‒ Contribution to health equity‒ HCP training and enablement‒ Strategy to improve accessibility to
product Innovation for better healthcare outcome
 Public awareness building on early
detection and treatment

 Corporate citizenship and philanthropy

 Quality and safety in product, service andsolution Business ethics and compliance Privacy, Information and cyber security

 Tax transparency
 Ethical marketing practice Risk and crisis management, risk culture Innovation to improve mftg process Supply chain risk mitigation and resilience Human rights commitment insupply chain management

Healthy Organization

 Promotion of diversity, equity andinclusion

 Employee development and engagement
 Workplace safety and human rights

Carbon Neutral Society
and Circular Economy

 Scope 1 and 2 carbon emissions
 Scope 3 carbon emissions
 Circularity through product stewardship Water and waste management
 Climate risk resilience

Healthcare Accessand Outcome

Compliance, ProductQuality and Safety
Responsible
Supply Chain

Corporate
Governance Corporate governance andreporting transparency

 Environmental reporting transparency

 Involvement of other stakeholders
 Diversity in Board of Directors<Risk management>
In the process of the enterprise risk assessment, we identify potential risks related to sustainability and
ESG, and manage them through the enterprise risk management system. The status and progress arereported to the Group Executive Committee and the Board of Directors.
<Indexes and targets>
In the fiscal year ended March 31, 2024, we continued to use the Dow Jones Sustainability Index (DJSI),
one of the most globally recognized corporate sustainability indices, as an indicator to measure theachievement and effort in our ESG activities, aiming to be selected to some of the indices. So far, wewere selected as a composite of the DJSI Asia Pacific for the first time in 2018 and that of DJSI Worldin December 2022, the year following the fiscal year ended March 31, 2022, when the ESG rating by an
external ESG rating agency is linked to the long-term incentives of executive officers. Since then, we
have been selected a composite of the DJSI World for three consecutive years and the DJSI Asia Pacificfor five consecutive years until the fiscal year ended March 31, 2024.
In the fiscal year ended March 31, 2023, we also set flagship initiatives to implement the ESG strategy,
focusing on the materiality topics in the top priority category with quantitative and qualitative KPIs andtargets for each of them.
In the fiscal year ended March 31, 2024, we reviewed the conventional structure of the performance
evaluations in sustainability for executive compensation, which used to be based only on the DJSI as anexternal evaluation indicator, to revise the structure to make it more comprehensive with theperformance evaluation based on KPIs and targets in our own ESG strategy. Starting from the fiscal year
ending March 31, 2025, we will practice ESG activities with comprehensive performance indicators,
adding the performance evaluations based on KPIs and targets of our ESG strategy’s flagship initiatives
while continuing to use the DJSI as one of our ESG activity indicators for the objective external
evaluation indicator.

- 24 -

Results for the fiscal year ended March 31, 2024

- 25 -

(2) Climate change<Governance>
The Olympus Group endeavors to reduce the environmental impact from the entire value chain,including product development, procurement, manufacture, logistics, sales, and repair. Under the CEO,
who is the highest environmental responsible officer, the Chief Human Resources Officer (CHRO)
oversees matters related to the environment, health and safety (EHS) for the entire Group.
In accordance with the CHRO’s instructions, the EHS division formulates the Environmental Health and
Safety Policy of the Olympus Group and creates an environmental action plan, including the reduction
target of greenhouse gas emissions, as well as monitoring the progress of action plan implementation
across the entire Group. In response to the progress report, the highest environmental responsible officer(CEO) gives instructions for any improvement required. The Board of Directors monitors the status of
the implemented climate change measures while receiving the related reports as appropriate.
*

The highest environmental responsible officers were CEO and CHRO until the fiscal year ended
March 31, 2024, and this position was transferred to CEO from April 1, 2024*

The person in charge of environmental management was the Human Resources Head until the fiscal
year ended March 31, 2024, and this position was transferred to CHRO from April 1, 2024

- 26 -

Environmental management structure (at the time of filing this Annual Securities Report)<Strategy>
The Olympus Group identifies risks and opportunities related to climate change for the short-term,
medium-term, and long-term periods by using scenario analysis. The influence of climate change on ourbusiness activities is analyzed based on the 1.5°C: RCP1.9 (NZE) (holding the increase in the global
average temperature to below 1.5°C above pre-industrial levels) and the 4°C: RCP8.5 (where theincrease is assumed to be up to 4°C above pre-industrial levels), both of which were presented by theInternational Energy Agency (IEA). We identified that the major risks within the short-term period (oneto five years) would be the suspension of factory operations or breakdown of the supply chain due tonatural disasters or harm to our evaluations or reputation by stakeholders due to insufficient climatechange response or insufficient disclosure of our climate change response; and the risks within themedium- to long-term period (10 to 20 years) would be an increase in business costs due to theintroduction of carbon taxes and further tightening of greenhouse gas emissions regulations.
Although such climate change risks could affect our company strategy and financial plan, we estimatethat the scope of influence would be comparatively small. For example, the geographical location of ourfactories in terms of natural disasters, such as typhoons, can be classed as a physical risk. We confirmedthat our factories are at low-risk locations and a business continuation plan for each site was created incase of emergency. As a supply chain risk, we consider our ability to procure materials and supply
products could be impacted given the occurrence of typhoons and flooding across the world in recent
years, and we are therefore building systems such as a production contingency system involving
alternative suppliers.
As a climate change opportunity, we will continue development of environmentally conscious productswith energy-saving and other functions, taking the rising requirement for such products, which
contribute to greenhouse gas emissions reduction, as a business opportunity. However, we estimate theimpact from this opportunity on our business will not be so large because the majority of our products
are already small with low energy consumption, and the nature of our products and services are
relatively independent from any impact from climate change.

- 27 -

Environmental changes

1.5°C scenario

4°C scenario

Risks

Opportunities

Stronger regulatory
actions and market
changes in conjunction
with transition to a low
carbon society<Transition risks>
・Increase inprocurement andoperating cost due tocarbon tax, carbon
emissions trading andstronger regulatory action
on greenhouse gas
emission by various
countries
・Decline in market
competitiveness due toinsufficient responses to・Reduction of businessstrengthening ofcosts by energy-saving
regulatory action on
greenhouse gas emissions measuresassociated with products ・Improvements in・Harm to evaluations or market competitivenessby development of
reputation byenvironmentally
stakeholders due toconscious products
insufficient climate・Strengthening ofchange response or
insufficient disclosure of relationships withclimate change response stakeholders

Rise in temperature andincreased extreme
weather events<Physical risks>・Supply chain
disruption caused by
growing scale of natural
disasters, such as
typhoons, floods, etc.
・Suspension ofdeliveries from suppliers
and to customers due tosuspension of distribution
bases, repair centers andsales branches, etc.

Measures

・Improvements inenergy efficiency
・Wider use ofrenewable energy
・Diversification of
suppliers
・Strengthening of
engagement with
suppliers
・Enhancement of
disclosures regarding
climate change response
policies and initiatives
・Environmentallyconscious design in the
product/service design &development stage<Risk management>
During the management strategy and business plan formulation stages, the Olympus Group identifies
risks that have the potential to impact our business and identifies and evaluates those risks that could
have significant impacts on business operations. These risks include regulations relating to theenvironment including climate change, technology and other transition risks, and physical risks resulting
from natural disasters.
Identified risks are evaluated and prioritized by each organization based on the degree of impact in thecase where a risk materializes and the possibility of occurrence, and based on the results, we formulate
single-year and multi-year business plans to manage the risks. Regarding risks relating to environmental
laws and regulations, the quality control function monitors developments concerning thoseenvironmental laws and regulations related to our products, and the environmental division of eachcompany monitors regulatory developments relating to their business sites, and each periodicallyevaluates the status of compliance, and takes measures as necessary.
To address those risks that could have a particularly substantial impact on business operations, weperiodically monitor the status of organizational risk management and report the results to the Group
Executive Committee and Board of Directors. The CEO receives reports on the results of monitoring of
the status of risk management, and if measures are ineffective, issues instructions to reviews actionplans.

- 28 -

<Indexes and targets>
The Olympus Group has set two targets. One is carbon neutrality by the fiscal year ending March 31,
2031 for its site operations (Scope 1, 2), and the other is using electricity generated 100% fromrenewable energy at our site operations also by the fiscal year ending March 31, 2031. In order tocontribute broadly to the development of a decarbonized society, we believe that it is necessary to takeaction concerning not just the Group’s own greenhouse gas emissions, but all greenhouse gas emissions
throughout the supply chain, and in light of this, in May 2023, we set and announced a target ofachieving net zero greenhouse gas emissions throughout the entire supply chain (Scope 1, 2, and 3) by
the fiscal year ending March 31, 2040. In October 2023, the Olympus Group’s short-term goals and net
zero goals were certified by the Science Based Targets initiative (SBTi) as being in line with the targetof 1.5°C set by the Paris Agreement.
For further information regarding the SBTi certification, please refer to our website.
URL: https://www.olympus-global.com/news/2023/nr02589.html
Achievements during the fiscal year ended March 31, 2023 include a 45.7% reduction in greenhouse gas
emissions (Scope 1, 2) compared to the fiscal year ended March 31, 2020 and a 71.9% introduction rateof electricity derived from renewable energy. We will continue our production efficiency improvements,
energy-saving activities and introduction of renewable energy in business sites across the world, in orderto achieve the targets by the fiscal year ending 2031. We also pursue the development ofenvironmentally conscious products, green procurement, and improvement of logistical efficiency inorder to reduce greenhouse gas emissions across the supply chain.
Results for the fiscal year ended March 31, 2023 and targets

Greenhouse gas emissions(Scope 1, 2)

Results
TargetFiscal year ended March 31,
Fiscal year ending March 31,
2023
2031
45.7% reduction(in comparison to the fiscal year
Achieve carbon neutrality*
ended March 31, 2020)

Percentage of renewable energy
usage

*

71.9%

100%

Carbon neutrality: Reducing greenhouse gas emissions from site operations (Scope 1, 2) and using carbon offsets
equivalent to amount of remaining greenhouse gas emissions to achieve net zero emissions.

Total greenhouse gas emissions from entire supply chain (unit: t-CO2e)
Fiscal year ended
March 31, 2023
27,967
18,374
46,341
659,891
706,232

Category
Scope 1
Scope 2
Total (Scope 1 + 2)
Scope 3
Total (Scope 1 + 2 + 3)*

Actual data is for the fiscal year ended March 31, 2023, for which third-party assurance was obtained at the time offiling of this Annual Securities Report.

For detailed information, please refer to our website or Sustainability Report 2023.
URL:
https://www.olympus-global.com/csr/download/pdf/Olympus_Sustainability_Report_2023_en.pdf- 29 -

Sustainability Report 2024 is planned to be posted on our website around October 2024.
(3) Human capital and diversity<Strategy>
Our vision of human capital management
The Olympus Group regards its employees as its most important management resource and aims tocreate innovation by bringing together the limitless possibilities of employees around the globe,
realizing Our Purpose: “Making people’s lives healthier, safer and more fulfilling.”
Our employees and organization must be able to rapidly respond to our dramatically changing
world and the needs of our patients, based on a foundation of connecting diverse employees
through shared values, sincerely fostering personal growth at both the employee and company
levels, and continuously growing together. We have defined a policy for achieving these aims.

Healthy Organization
As part of its business transformation plan, the Olympus Group is working to create a Healthy
Organization. Our organization is a healthy one when we focus on both the Company’s needs andthe daily experiences of our employees, maintaining a balance between them. When we are healthy,
our employees can achieve their full potential. We believe that a culture in which each and every
employee performs at their best is one capable of continual growth, enabling us to achieve Our
Purpose of “Making people’s lives healthier, safer and more fulfilling.”
For us to realize this culture and advance further as a global MedTech company, we have identified
three challenges: “reinforcing our ‘Patient Focus’ corporate culture,” “enhancing our systems forpromoting Healthy Organization,” and “creating opportunities for diverse employees to grow andthrive at the global level.” We are carrying out various related measures around the world.

- 30 -

How we are bringing a Healthy Organization to life at Olympus■Revising Our Core Values
In January 2024, we revised Our Core Values. Every day, stakeholders’ expectations for patient
safety and our products rise, as do our responsibilities for meeting these expectations. Olympus has
transformed into a pure-play MedTech company and increased its global presence. We decided tomake these revisions to enable our employees to focus on the activities they need to carry out asthey realize the Group’s priorities in response to these changes and the challenges that have arisen
as a result.
The previous iteration of Our Core Values of “Integrity,” “Empathy,” “Long-term view,” “Agility,”and “Unity” have been changed to “Patient Focus,” “Integrity,” “Innovation,” “Impact” and“Empathy.” We further elevate the mindsets of all employees so that in their day-to-day duties they
have a deeper understanding of the impact our products and services have on patients.
To realize Our Purpose of “Making people’s lives healthier, safer and more fulfilling” we act inaccordance with these new Our Core Values, reflecting them in our daily operations. To instillthese Our Core Values, we will launch a succession of initiatives, including conducting leaders’workshops, introducing an ambassador system, and implementing e-learning.

■Globally standard talent and succession management
Employees’ opportunities should not be limited to specific regions. Instead, they should be
provided with a wealth of opportunities to thrive from anywhere in the world. Led by its global
human resource strategy, Olympus began promoting globally unified human resource processes
several years ago. Following the introduction of talent review and succession plan processes for top- 31 -

management positions in 2019, we have expanded the application of these processes to global
positions. In 2021, we fully rolled out our Global Leadership Competency Model (GLCM), which
serves as our leadership guidelines. We have also gradually implemented skill development
programs and learning content for employees worldwide. In 2023, we introduced our performance
management system, a standard global system for visualizing goal setting and evaluations for all
employees. We are working to create systems that enable our global leaders and business leaders toembody the concept of “Leaders Developing Leaders” and to access information concerning humanresource placement processes, compensation, as well as training and skill development, among
others. We accelerate the placement of the right personnel in the right positions worldwide, andfoster the growth of motivated employees.
■Diversity, equity, and inclusion
The Olympus Group recognizes DEI as being a vital strategy in achieving Our Purpose of “Making
people’s lives healthier, safer and more fulfilling.”
For the “six focus areas” and “25 materiality topics” of our ESG strategy, which we formulated in
the fiscal year ended March 31, 2023, we positioned diversity, equity, and inclusion as Materiality
Topics—top priorities of particular importance —and we announced our DEI strategy.
Furthermore, we have newly established the position of CDO (Chief Diversity, Equity andInclusion Officer) to monitor and promote related measures, and appointed Corporate Officer
Wenlei Yang in this role.
In these measures, we have positioned four key themes as vital strategic areas in our global
operations. In all of our business sites around the world, we deepen our measures for achieving DEI
and strive to foster a Healthy Organization.
(i) Gender and Life Priority
Further support for women employees and all care takers that may have time constraints due topersonal life events.
(ii) Nationality and Culture
Increase diversity and ensure equitable access to opportunities regardless of nationality, culture
or language skills.
(iii) Career and Experience
Enhance employee professional experience and broaden the perspective of team andorganizational coverage.
(iv) Inclusive Environment
Ensure psychological safety and build an environment where everyone can speak up freely andcollaborate effectively.
<Indexes and targets>
For specific indexes and targets in this section “Human capital and diversity,” please refer to “(i)Percentage of female employees in managerial positions, (ii) Percentage of male employees taking
childcare leave, etc., and (iii) Wage difference between men and women,” as shown in “I. Overview ofCompany, 5. Employees.”- 32 -

3. Business Risks
The business performances of the Olympus Group may be materially influenced by various risks(uncertainties) which may occur in the future. The Olympus Group has implemented a global Enterprise Risk
Management Methodology to support the achievement of its business objectives which include inter alia its
management philosophy and company strategy. Specifically, the Olympus Group's risk management is basedon the "Policy of Risk Management & Crisis Response" and related rules. The Olympus Group is undertaking
Enterprise Risk Management from the perspective of both opportunities and threats. Opportunities are seizedthrough active and appropriate risk taking leading to sustainable growth and value creation for the Olympus
Group. Threats are identified, prioritized, and treated to ensure the achievement of business objectives and toprevent non-compliance.
In April 2023, the Olympus Group launched a new global organizational design to integrate the four functions
Risk & Controls, Compliance, Privacy, and Information Security related to Governance, Risk and Compliance(GRC) into a global GRC organization. In addition, the Olympus Group started to transfer the existing
Enterprise Risk Management Portfolio into an advanced methodology and performed a global Risk
Assessment with all functions to validate and update Olympus Corporation's global Risk Portfolio based on
this enhanced methodology.
In particular, the elements of the enhanced Enterprise Risk Management System are:•

A global Risk & Controls organization embedded into the GRC function,•

An enhanced global Enterprise Risk Management Methodology and Approach, and•A globally harmonized Enterprise Risk Management Process.

Those three elements aim to ensure a streamlined Enterprise Risk Management that feeds into business andfinancial planning and safeguards the achievement of Olympus Corporation’s business objectives and its
company strategy by supporting informed decision making.
Enterprise Risk Management Organizational Setup
The Olympus Group has established a new committee structure on both a global and regional level, the Global
and Regional Risk Assurance and Compliance Committees (G-RACC and R-RACC, collectively the“RACCs”). The objectives of the RACCs are to establish, implement and manage a framework for addressing
enterprise risk and complying with applicable policies, laws, and regulations. Recommendations, guidanceand significant risks are regularly reported to the Olympus Group Executive Committee (GEC), the Board of
Directors (Board), and the Audit Committee for ongoing monitoring.
The Olympus Group also identified and collaboratively nominated Risk Owners, i.e., Global Division andFunction Heads and Regional Division and Function Heads and respective Risk Coordinators responsible formanaging risks. Each Risk Owner is accountable to execute the necessary measures (organizational
structure, process preparation, focus measures, etc.) in their designated area of risk.

- 33 -

< Enterprise Risk Management Organizational Chart >Enterprise Risk Management Methodology and Approach
The Olympus Group has established a global Enterprise Risk Management Methodology and Approach which
includes 5 calibrated Risk Categories (1. Strategic (incl. External), 2. Operations & Product, 3. Financial, 4.
Governance, and 5. IT & Digital) and corresponding Risk Sub-Categories.
< Enterprise Risk Management Risk Categories >The Olympus Group also introduced three Risk Evaluation Criteria (1. Exposure, 2. Vulnerability, 3. Velocity) toevaluate and display each individual risk that might have an effect on the achievement of Olympus’ businessobjectives as well as on the company strategy:•

Exposure which is determined by likelihood and impact. The likelihood indicates the probability of a riskmaterializing, while the impact assesses the severity of the consequences if a risk does materialize. Likelihoodand impact levels are defined as quantitative (financial) or qualitative criteria.

•

Vulnerability which refers to how well the organization is prepared to manage a risk if it occurs.

•

Velocity which indicates how fast Olympus Corporation would be affected by a risk after it occurs.

Based on the three criteria, the Olympus Group actively identifies, mitigates and monitors risks. Mitigation
measures are regularly reviewed and tested for effectiveness. The Olympus Group has also introduced a so-called“3D-Risk Matrix” to visualize and manage risks. It combines the Exposure with the perceived Vulnerability andadds the Velocity to the assessed risk. The matrix is split into four quadrants. Each of them gives an indication
how the risk should be dealt with. The Olympus Group also introduced an updated IT application based on
databases and dashboards to facilitate better and informed risk-based decision making.
- 34 -

< Enterprise Risk Management Risk Evaluation Method >Enterprise Risk Management Process
The main components of the Enterprise Risk Management Process are:•Risk Assessment to identify, analyze, and evaluate risks.

•

Risk Treatment to mitigate risk, coordinate and execute Risk Management Activities.

•

Risk Monitoring to design and implement monitoring procedures on risks and evaluate effectiveness on Risk
Treatment activities.

•

Risk Reporting to aggregate and valuate risk and mitigating measures and report to relevant stakeholders
regularly. Risk Reporting is developed and deployed internally as part of the annual plan.

The Enterprise Risk Management Process is based on the strong collaboration between the Risk & Controls
Function and the Division/Business Functions following the principle of the Three Lines Model. Risk & Controls
is responsible to provide, maintain and develop the Enterprise Risk Methodology and operational guidance. We
are promoting the spread of the new organizational structure and methods within the Company.
< Enterprise Risk Management Process >Macroeconomic Business Environment
Macroeconomic developments worldwide have been severely affected by the impact of the war in Ukraine and thesituation in the Middle East region. Energy prices have risen and remain high on a global level. Inflationary
developments are also aggravated by supply chain disruptions. Combined with noticeable skills shortages, this has
been leading to an overall slowdown in the economy and consumption. However, inflation is falling faster than
expected in most regions, in the midst of unwinding supply-side issues and restrictive monetary policy.
- 35 -

Geopolitical instability is also one of the greatest threats to economic growth, and other potential high-impact
supply chain risk events including cyber-attacks, high-impact weather events, and uncertainty in the procurementof raw materials and components have increased in recent years. Material price increases and product shortages
resulting from external issues (e.g., increasing trade barriers and lower raw material availability) require intensive
focus on strong supplier management.
Awareness of the impact that environmental issues may have on business operations has reached significant levels
and has become an inherent business requirement from stakeholders.
On the technology front, digital transformation is accelerating across all areas. In response to this, there is a trend
towards shortened development cycles being requested. Practical application of technology innovation(AI/robotics/ICT) is also progressing rapidly.
Industry-specific Business Environment
In the medical field, healthcare system reforms are being continuously implemented in Japan and overseas withthe aim of curbing medical care costs and improving the quality of life of patients by improving the safety andefficacy of healthcare services. As a result, legal and regulatory requirements for medical device applications andregistrations in each country, including the US Food and Drug Administration (FDA) and European Medical
Device Regulations (EU-MDR), are increasing every year. In addition, the requirements concerning infection
prevention and reprocessing (i.e., cleaning, disinfection, and sterilization) are becoming more complex.
The hurdles and complexities for technology development are increasing due to changes in healthcare policies invarious countries, reductions in healthcare costs, tighter healthcare-related laws and regulations, and further
increased demands for infection prevention and reprocessing. Accordingly, the business environment is becoming
more demanding, not only due to new and alternative technologies, but also due to the entrants into the medical
industry from other industries, including large technology companies.
Furthermore, there is a growing need for healthcare as societies progressively age, particularly in developed
countries. There are efforts underway in various countries to reform healthcare systems, aiming to optimize theprovision of effective, high quality healthcare services in spite of rising healthcare costs. Under suchcircumstances, there are many competitors in the business areas in which the Olympus Group is involved, andtechnological innovation is also progressing. Especially, competition in the Therapeutic Solutions Business isintensifying more than ever before.
In the Chinese market, the trade friction between the U.S. and China is intensifying, and Chinese government
policies favoring national production and the promotion of concentrated purchasing have increased uncertainty,
and we need to continue to pay attention to it. However, the Olympus Group sees the Chinese market as a market
with the potential for sustainable growth. Furthermore, other emerging markets are also experiencing increasing
healthcare needs and economic growth potential.
In the industries in which the Olympus Group operates, competition for talent is intensifying globally, andchanges in the labor market are leading to higher retirement rates. Recruitment, development, and retention of
personnel is becoming increasingly important.
The Olympus Group’s Risk State for the Fiscal Year Ended March 31, 2024
Based on the Olympus Group’s global Risk Assessment performed in the fiscal year ended March 31, 2024, risks
impacting the Olympus Group have been identified, quantified, and prioritized.
Risks designated as “Improve” in the 3D-Risk Matrix have been prioritized for Risk Treatment. For the risks inthe “Test” quadrant controls are in place. Routine audits ensure that the existing controls are designed well andoperate effectively. Risks located in the “Monitor” quadrant are subject to periodic re-evaluation to ensure that
their Risk Exposure is still at an acceptable level or to initiate additional Risk Treatment where necessary.
The Olympus Group reports the following top risks per Risk Category:- 36 -

Risk Category: “Strategy (incl. External)”
Type: Opportunity and Threat
Risk Scenarios
This Risk Category consists of the following sub-categories: Planning & Resource Allocation, Business Development & Investment,
Communication & Stakeholder Management, Market Dynamics, and Force
Majeure. The highest rated risks are geopolitical threats, supply chain interruptions and challenges to business development in avolatile market. This category includes risks related to market competition.
• We need to launch products that are competitive in terms of price, technology, quality, etc. into the market in a timely manner, butearnings may be adversely affected depending on the results.
• The selection of targets for mergers and acquisitions offers both opportunity and threats and requires a careful, risk-based
selection, pre signing due diligence and an integration process following up on due diligence findings and post-closing due
diligence. If we are not able to sufficiently mitigate these risks, the Olympus Group’s business execution may be adversely affected,
or its business performance and financial position may be adversely affected due to impairment of goodwill or other related
expenses.
Risk Treatment
To manage above risks the Olympus Group has been focusing on the following top Risk Treatment activities:• The Olympus Group monitors the competitive environment, including the emergence of alternative technologies and products inthe market, and works towards expediting the selection and development of new technologies that should be adopted in cooperation
with marketing, intellectual property and relevant departments. We actively consider not only in-house development, but also theincorporation of external technologies through M&A and alliances, etc. The Olympus Group is working towards the development of
new high-value added products and technologies that meet the market needs.
• Increasing supply chain visibility to reduce vulnerability to supply chain disruptions.
• Enhancement and harmonization of the global Business Continuity Management System.
• Review and enhancement of the Merger & Acquisition process.
Connection with company strategy and policies: Innovation for Growth, Productivity
Risk Category: “Operations & Product”
Type: Opportunity and Threat
Risk Scenarios
This Risk Category consists of the following sub-categories: Research & Development (R&D), Manufacturing & Repair, End-toend Supply Chain, Sales, Marketing & Service, Quality, Physical Assets, and People & HR. The most significant risks belong to
Product Quality, End-to-End Supply Chain and Marketing & Sales. These risks include the availability of products as well as
product lifecycle. In particular, these are:
• Risks associated with the follow up activities of the FDA warning letters received in the fiscal year ended March 31, 2023. The
initialization of a major quality improvement program and remediation activities utilized significant resources in Manufacturing,
Quality, Supply Chain Management and R&D that had to be balanced and integrated into routine operations. If we are not able tosufficiently mitigate these risks, the Olympus Group’s business execution may be adversely affected.
• The need for improving Olympus Corporation’s resilience against external disruptions in the supply chain has been identified in
the course of increasing number of geopolitical crises, natural disasters and other supply chain challenges. An example of a natural
disaster risk was the 2024 Noto Peninsula Earthquake. This affected a key supplier to Olympus Corporation’s manufacturing
operations and its supply of materials in the short to middle term.
Risk Treatment
The Olympus Group has been focusing on improving the stability of the End-to-End Supply Chain and quality processes to provide
a premium service and supply to customers, with a primary focus on patient safety.
Key activities are:
• A global multi-year quality program has been initialized to globally and sustainably enhance and harmonize the Quality
Management System and Quality processes.
• Projects to improve the supply chain visibility and to maintain independence from suppliers.
• Enhancement and harmonization of the global Business Continuity Management System.
Connection with company strategy and policies: Patient Safety and Sustainability, Productivity- 37 -

Risk Category: “Financial”
Type: Opportunity and Threat
Risk Scenarios
This Risk Category consists of the following sub-categories: Capital Structure, Accounting & Reporting, Liquidity & Credit,
Revenue Cycle, and Tax.
The Olympus Group provides products and services in various markets all over the world and recognizes the risks associated withforeign currencies exchange rate fluctuations. The Olympus Group’s business performance may be adversely affected by a strong
yen, while it may be positively affected by a weak yen. We hedge foreign currency-denominated receivables and payables where
possible, however in the event that sudden exchange fluctuations occur or if receivables and payables being hedged differ
significantly from expectations, the Olympus Group’s business performance may be adversely affected.
The Olympus Group finances itself by, among others, loans from financial institutions as well as issuance of bonds. Changes in thefinancial markets may have an adverse impact on our financing capacities. Furthermore, if the financing cost rises due to thedeterioration of the Olympus Group’s business performance, the financing of the Olympus Group may be adversely affected, while
if the financing cost decreases due to the improvement of the business performance, it may be positively affected.
The Olympus Group’s tax burden may be increased due to changes in applicable tax laws or changes in their interpretations andapplication guidelines in jurisdiction of each country in the world. The valuation allowance for deferred tax assets may need to be
increased as a result of recoverability reassessment due to changes in business conditions or the implementation of organizational
restructuring. If such situations occur, it may adversely affect the Olympus Group’s business performance and financial position.
We also recognize risks related to credit risks of customers, suppliers, etc.
Risk Treatment
The Olympus Group uses derivative instruments such as forward exchange contracts, currency swaps, etc. to reduce the risk of
exchange fluctuations. Furthermore, we are working to reduce foreign currency denominated receivables and payables throughimproving the efficiency of the Olympus Group’s funds by introducing global cash pooling.
For risks related to financing, the Olympus Group is reducing funding costs through the diversification of funding methods such as
the issuance of commercial paper and public bonds. The Olympus Group adopts a fixed interest rate policy for long-term interestbearing debt to limit the impact of rising interest rates. In addition, we are working to improve the efficiency of the Olympus
Group’s funds and strengthen financial management by introducing global cash pooling.
In regard to changes in applicable tax laws in each jurisdiction, or changes in their interpretations and application guidelines, theOlympus Group is monitoring the amendments to laws and changes in regulations and making changes as appropriate to rules fortransactions within the Olympus Group. In regard to deferred tax assets, the Olympus Group is monitoring the profitability of eachgroup company and controlling the financial results so that the respective companies can appropriately secure profitability while
also paying close attention in cases of business combinations for changes in profitability following such restructuring in order tominimize risks.
With respect to credit risk, the Company monitors the financial condition of credit recipients and takes action as necessary.
Connection with company strategy and policies: Productivity
Risk Category: “Governance”
Type: Opportunity and Threat
Risk Scenarios
This Risk Category consists of the following sub-categories: Culture, Regulatory, Legal, Compliance, Data Privacy, and Corporate
Governance. These risks relate to the following areas:• A lack of integration of contract management processes and contract management database may cause a lack of transparency andpotentially trigger contract breaches, claims or liabilities.
• The Olympus Group is facing numerous medical device regulations and laws as well a complex web of trade regulations where
incomplete documentation or breaches may immediately impact product availability.
• The remediation activities underway to address the FDA warning letters received in the fiscal year ended March 31, 2023 need to
be fully executed in order to comply with regulations. Depending on future progress, additional regulatory actions may be taken by
the FDA.
• A lack of a globally consistent Business Continuity Management system.
Risk Treatment
The following key activities have been started and/or implemented:• A project has been initiated to assess and enhance contract management processes.
• Integration of regulatory improvement projects into the global quality enhancement program to enhance overall quality andregulatory systems. In addition, Quality Assurance and Regulatory Affairs Committee, consisting of outside directors withexperience and knowledge of leading global MedTech companies, was established to monitor the program’s initiatives and provide
strategic advice.
• A close communication between Olympus Corporation and the regulatory authorities to ensure alignment of plans andexpectations.
• A project for developing and implementing a globally consistent Business Continuity Management system has been kicked-off andis being implemented to harmonize existing Business Continuity Measures.
Connection with company strategy and policies: Patient Safety and Sustainability- 38 -

Risk Category: “IT & Digital”
Type: Opportunity and Threat
Risk Scenarios
This Risk Category consists of the following sub-categories: IT Security & Cyber, IT Applications, IT Governance, IT Infrastructure& Services, and Digital. Cyber Security breaches are evaluated as high risks and require constant attention and adjustment.
As Olympus products are increasingly utilizing digital technologies to improve quality and efficiency of patients´ treatments, themeasures to protect against cyber security breaches extend from product development all along value chain.
Risk Treatment
Top treatment measures to avoid or manage Cyber Security breaches include:• An enhanced IT and Information Security organization has been established to maintain and manage the IT and information
security management topics. A global project has been run and is continued to enhance the overall security posture of the Olympus
Group.
• An IT Risk Management Framework that directly feeds into the Enterprise Risk Management System has been implemented.
• Security and collaboration requirements with Third Party Providers have been and/or are being reviewed and enhanced.
• Business Continuity Plans and Disaster Recovery Plans are being enhanced in line within a project to globally harmonize BusinessContinuity Management to minimize effects on customers and patients in case Cyber Security breach materializes.
•To protect products and digital services from Cyber Security breach, a global initiative was launched to implement measures
including technologies and processes considering latest Cyber Security requirements.
• Employees are educated in periodic manner about Cyber Security threats as well as preventive measures they can do in their daily
jobs.
Connection with company strategy and policies: Patient Safety and Sustainability, Productivity

Due to the change in the Risk Assessment Methodology and the full review of the Olympus Group’s Risk
Portfolio, the content and the order of the risks have changed. After the re-evaluation, the below risks have beenranked lower than the above Top Risks and therefore are not mentioned. These risks are still covered in ourcurrent Risk Portfolio and are being addressed and monitored.
• Risks associated with Litigation• Risks associated with Human Resources• Sustainability risks, including those related to climate and the environment- 39 -

4. Management Analysis of Financial Position, Operating Results and Cash Flows(1) Overview of business results, etc.
(i)

Business results
In the second quarter ended September 30, 2022, Olympus Corporation concluded a share transfer
agreement related to the transfer of Scientific Solutions Business of the Olympus Group with K.K.
BCJ-66, a special purpose company indirectly owned by funds advised by Bain Capital Private
Equity, LP (together with its affiliates, “Bain Capital”). Due to this, profit (loss) from the Scientific
Solutions Business has been classified as profit (loss) from discontinued operation from the second
quarter ended September 30, 2022. Furthermore, the amounts presented for revenue, operating
profit, adjusted operating profit, profit before tax and profit from continuing operations are theamounts from continuing operations from which the discontinued operation has been excluded,
while the amounts presented for profit attributable to owners of parent are aggregates of continuing
operations and discontinued operation.
Additionally, the Olympus Group formerly had four reportable segments: “Endoscopic Solutions,”“Therapeutic Solutions,” “Scientific Solutions,” and “Others.” However, from the second quarter
ended September 30, 2022, they have been changed to three segments: “Endoscopic Solutions,”“Therapeutic Solutions,” and “Others.”
Based on the above share transfer agreement, on April 3, 2023, we completed transferring all
shares of Evident Corporation (“Evident”), a consolidated subsidiary of Olympus Corporation towhich our Scientific Solutions Business was transferred through an absorption-type company split.
Trends in overall business results
During the fiscal year ended March 31, 2024 the global economy continued to move towards
recovery, but global monetary tightening and concerns about the outlook for China’s economy pose
downside risks. In addition, the impact of the situation in the Middle East region also needs to beclosely monitored. Furthermore, impacts were felt from the war in Ukraine and global inflation
along with rising raw material prices and supply chain constraints. Notwithstanding a gradualimprovement in business conditions, the Japanese economy was impacted by volatility in foreignexchange rates, and by the same soaring raw material prices and supply chain constraints that
affected the global economy, with the 2024 Noto Peninsula Earthquake also occurring during theperiod.
Despite this environment, the Olympus Group is continuing to work to transform into a global
MedTech company by pursuing our three priorities of “Patient safety and sustainability,”“Innovation for growth” and “Productivity” in line with the company strategy announced in May
2023.

- 40 -

Business results
Business results of continuing operations are presented in (1) to (10), and business results of thesum of continuing operations and discontinued operation are presented in (11) below.
Fiscal year
ended March
31, 2023

Fiscal year
ended March
31, 2024

Increase(Decrease)(Millions of yen)
Increase(Decrease) ratio
(%)

(1)

Revenue

881,923

936,21054,287

6.2%(2)

Cost of sales

285,074

311,087

26,013

9.1%(3)

Selling, general and administrative
expenses

420,547

473,231

52,68412.5%(4)Share of profit (loss) of investments
accounted for using equity method/Other
income/Other expenses

10,307(108,294)(118,601)–(5)

Operating profit

186,60943,598(143,011)(76.6)%(6)

Adjusted operating profit

176,793

151,534(25,259)(14.3)%(7)

Finance income (loss)(4,315)(7,744)(3,429)–(8)

Profit before tax

182,294

35,854(146,440)(80.3)%(9)

Income taxes

44,304

8,881(35,423)(80.0)%(10) Profit from continuing operations

137,990

26,973(111,017)(80.5)%(11) Profit attributable to owners of parent

143,432

242,566

99,134

69.1%

Exchange rate (Yen/USD)

135.47144.62

9.15–

Exchange rate (Yen/EUR)

140.97156.8015.83–

Exchange rate (Yen/CNY)

19.75

20.14

0.39

–

(1) Revenue
Revenue increased by ¥54,287 million year on year to ¥936,210 million. This increase wasdue to an increase in revenue in all business of the Endoscopic Solutions Business,
Therapeutic Solutions Business and other businesses. Details are as described in “Analysis of
the performance by segment” on the page 43.
(2) Cost of sales
Cost of sales increased by ¥26,013 million year on year to ¥311,087 million. The cost-to-sales
ratio deteriorated by 0.9 percentage points year on year to 33.2%, as a result of approximately¥5,200 million in costs associated with market correction measures for hi-flow insufflation
units in the Endoscopic Solutions Business, and of recording a provision of approximately¥4,200 million for expenses associated with the voluntary recall of small intestine endoscope
systems, also in the Endoscopic Solutions Business.
(3) Selling, general and administrative expenses
Selling, general and administrative expenses increased by ¥52,684 million year on year to¥473,231 million. The main factors are expenses related to the holistic quality transformation
program Elevate and measures aimed at generating sustained growth, including thedevelopment and strengthening of business operating bases mainly for the purpose of
improving productivity.
- 41 -

(4) Share of profit (loss) of investments accounted for using equity method/Other income/Other
expenses
The sum of share of profit (loss) of investments accounted for using equity method, otherincome, and other expenses amounted to expenses of ¥108,294 million, and the profit or loss
deteriorated by ¥118,601 million year on year. A gain on sale of fixed assets of approximately¥16,400 million was recorded in other income in the previous fiscal year, along with therecording of approximately ¥1,400 million owing to adjustments to the original acquisition
consideration due to changes in the fair value of the contingent consideration, which makes up
part of the acquisition consideration of Medi-Tate Ltd. However, in the period under review again on transfer of approximately ¥1,100 million related to the collagen business, etc. (which
had been included in other businesses) was recorded, and as a result, other income declined by¥19,040 million year on year. While in the previous fiscal year approximately ¥2,400 million
in expenses for the promotion of Transform Olympus were recorded in other expenses, in the
period under review other expenses increased by ¥98,712 million year on year. This was due
to a loss of approximately ¥51,900 million related to the discontinuation of the manufactureand sale of Veran Medical Technologies, Inc.’s electromagnetic navigation systems, a one-off
expense related to the holistic quality transformation program Elevate of approximately¥23,000 million, a loss of approximately ¥8,600 million related to the orthopedic surgery
business (which is included in other businesses), impairment losses on Endoscopic Solutions
Business development assets and research and development in progress of approximately¥6,000 million and ¥4,600 million respectively, impairment losses on Therapeutic Solutions
Business development assets of approximately ¥2,300 million, approximately ¥2,000 million
in costs associated with the conclusion and rescission of an agreement to acquire the shares of
Taewoong Medical Co., Ltd., and special additional payment and other expenses associatedwith the implementation of a career support system for external opportunities ofapproximately ¥5,900 million.
(5) Operating profit
Reflecting the factors stated above, operating profit decreased by ¥143,011 million year on
year to ¥43,598 million.
(6) Adjusted operating profit
Reflecting the factors stated above, adjusted operating profit, which is the amount of profit
after deducting other income and other expenses from operating profit, decreased by ¥25,259
million year on year to ¥151,534 million.
(7) Finance income (loss)
Finance loss, which reflects finance income and finance costs, deteriorated ¥3,429 million
year on year to ¥7,744 million. The deterioration in finance loss was due mainly to theincrease of foreign exchange losses as a result of the yen depreciating against various
currencies.
(8) Profit before tax
Reflecting the factors stated above, profit before tax decreased by ¥146,440 million year on
year to ¥35,854 million.
(9) Income taxes
The decreased profit before tax led income taxes to decrease by ¥35,423 million year on yearto ¥8,881 million.
(10) Profit from continuing operations
Reflecting the factors stated above, profit from continuing operations decreased by ¥111,017
million year on year to ¥26,973 million.
(11) Profit attributable to owners of parent (the aggregate of continuing operations anddiscontinued operation)
As a result of recording a gain of approximately ¥349,000 million on the transfer of Scientific
Solutions Business in discontinued operations during the fiscal year ended March 31, 2024,- 42 -

profit attributable to owners of parent increased by ¥99,134 million year on year to ¥242,566
million.
(Research and development, and capital investments)
During the fiscal year ended March 31, 2024, the Olympus Group invested ¥86,368 million on
research and development, and spent ¥80,727 million on capital investments in continuing
operations, excluding discontinued operation.
(Impact of foreign exchanges rates)
Compared to the previous fiscal year, the yen depreciated against the USD, EUR, and CNY. The
average exchange rate during the period was ¥144.62 against the USD (¥135.47 in the previous
fiscal year), ¥156.80 against the EUR (¥140.97 in the previous fiscal year) and ¥20.14 against the
CNY (¥19.75 in the previous fiscal year), which caused revenue, operating profit and adjusted
operating profit to increase by ¥51,404 million, ¥12,279 million and ¥17,102 million, respectively,
year on year. Consolidated revenue increased 0.3% year on year, and consolidated operating profit
decreased 83.2% year on year, excluding the impact of the foreign exchange rate.
Analysis of the performance by segment
Revenue
Previous fiscal
year(Millions of yen)

Operating profit (loss)

Increase
Current fiscal year (Decrease)
ratio(Millions of yen)(%)

Previous fiscal
year(Millions of yen)

Increase
Current fiscal year (Decrease)
ratio(Millions of yen)(%)

Endoscopic
Solutions551,823586,617

6.3

152,769

104,684(31.5)

Therapeutic
Solutions

318,207337,331

6.0

63,692(8,466)–

Others11,893

12,262

3.1(914)(7,809)–Subtotal

881,923

936,2106.2

215,547

88,409(59.0)–––(28,938)(44,811)–

881,923

936,210

6.2

186,60943,598(76.6)

Elimination or
Unallocation
Consolidated total
Note:

Businesses are segmented by adding similarities of sales market to the business established based on line of products.

Endoscopic Solutions Business
Consolidated revenue in the Endoscopic Solutions Business amounted to ¥586,617 million (up6.3% year on year), while operating profit amounted to ¥104,684 million (down 31.5% year onyear).
In GI Endoscopy, while sales in China declined due to the impact of delays in bidding activity
caused by anti-corruption campaigns and other factors, performance was favorable in North
America where the gastrointestinal endoscopy system “EVIS X1” was launched and this, together
with the effects of yen depreciation, resulted in year-on-year growth.
In Surgical Endoscopy, although North America and China recorded lower revenue due to theimpact of discontinued shipments of some products in a difficult business environment, sales rosein Europe, Asia, and Oceania, where the “VISERA ELITE III” surgical endoscopy system waslaunched, which together with the effects of yen depreciation resulted in positive growth year onyear.
In Medical Service, all regions showed positive year-on-year growth due to an increase in newcontracts, in addition to stable sales of existing service contracts including maintenance services.
- 43 -

Operating profit in the Endoscopic Solutions Business decreased. Despite the positive impact of theincrease in revenue, in addition to approximately ¥5,200 million in costs associated with market
correction measures for hi-flow insufflation units, the recording of a provision of approximately¥4,200 million for expenses associated with the voluntary recall of small intestine endoscope
systems, increases in expenses in sales departments related to increased compensation and the likeowing to increases in personnel and inflation, and the booking of costs associated with the holistic
quality transformation program Elevate, there was a one-off expense related to that program ofapproximately ¥14,700 million, and impairment losses on development assets and research anddevelopment in progress of approximately ¥6,000 million and ¥4,600 million respectively posted inother expenses.
Revenue increased 0.5% year on year, and operating profit decreased 40.5% year on year,
excluding the impact of the foreign exchange rate.
Therapeutic Solutions Business
Consolidated revenue in the Therapeutic Solutions Business amounted to ¥337,331 million (up6.0% year on year), while operating loss amounted to ¥8,466 million (compared with an operating
profit of ¥63,692 million in the previous fiscal year).
GI-Endotherapy saw positive growth, primarily in North America and Europe, recording higher
revenue year on year. Furthermore, sales increased in product groups for ERCP (Endoscopic
Retrograde Cholangio Pancreatography), which are used in endoscopic diagnoses and treatment ofpancreatic duct, bile duct, etc., product groups for ESD (Endoscopic Submucosal Dissection), andEMR (Endoscopic Mucosal Resection), which are used in lesion resection.
Urology recorded higher revenue year on year, due mainly to positive growth in Europe and Asiaand Oceania, as well as the effects of yen depreciation. Resection electrodes for BPH (Benign
Prostatic Hyperplasia) and other products also contributed to the increase in sales.
Respiratory saw positive growth, primarily in North America and Europe, recording higher revenue
year on year due in part to the effects of yen depreciation, and despite lower revenues in China
resulting from shortages of some products, the impact of delays in bidding activity caused by anticorruption campaigns, and other factors. Sales of devices used mainly for EBUS-TBNA(Endobronchial Ultrasound-guided Transbronchial Needle Aspiration) increased.
In other therapeutic areas, revenue decreased following the sale of Gyrus Medical Limited, but theeffects of yen depreciation contributed to year-on-year growth in revenue.
Operating profit in the Therapeutic Solutions Business declined despite the positive impact ofhigher sales. This was due not only to expenses related to the holistic quality transformation
program Elevate and higher costs associated with the strengthening of supply chain management,
but also to a loss of approximately ¥51,900 million related to the discontinuation of the
manufacture and sale of Veran Medical Technologies, Inc.’s electromagnetic navigation systems, aone-off expense related to the aforementioned Elevate program of approximately ¥8,400 million,
approximately ¥2,000 million in costs associated with the conclusion and rescission of anagreement to acquire the shares of Taewoong Medical Co., Ltd., and impairment losses ondevelopment assets in the Therapeutic Solutions Business of approximately ¥2,300 million
recorded in other expenses.
Revenue remained at the same level as the previous fiscal year, and operating profit (loss)
decreased by ¥71,889 million year on year, excluding the impact of the foreign exchange rate.
OthersIn other businesses, the Olympus Group conducts R&D and exploratory activities for new
businesses in addition to engaging in the developing, manufacturing, and selling of biomedical
materials, such as synthetic bone filler, and orthopedic equipment.
Consolidated revenue in other businesses amounted to ¥12,262 million (up 3.1% year on year),while operating loss amounted to ¥7,809 million (compared with an operating loss of ¥914 million
in the previous fiscal year).
- 44 -

Revenue increased due to positive growth primarily in China. Operating profit in other businesses
worsened, due in part to a loss of approximately ¥8,600 million related to the orthopedic surgery
business, recorded in other expenses.
(ii) Financial position

Total assets

As of March 31, 2023
(Millions of yen)
1,508,701

As of March 31, 2024
(Millions of yen)
1,534,216

Increase (Decrease)(Millions of yen)
25,515

Increase (Decrease) ratio(%)
1.7

Total equity

641,234

757,186

115,952

18.1

Equity attributable toowners of parent to total
assets

42.4%

49.4%

7.0%

[Assets]
As of the end of the fiscal year ended March 31, 2024, total assets increased by ¥25,515 million
compared to the end of the previous fiscal year to ¥1,534,216 million. In current assets, despite
expenditures of ¥180,002 million for the repurchase of treasury shares, cash and cash equivalents
increased by ¥171,604 million, mainly as a result of the receipt of ¥379,091 million inconsideration for the transfer of the Scientific Solutions Business, while inventories rose by¥27,036 million, trade and other receivables rose by ¥22,927 million, and income taxes receivable
increased by ¥20,726 million due mainly to gain on transfer of the Scientific Solutions Business.
On the other hand, assets held for sale declined by ¥169,566 million following the transfer of the
Scientific Solutions Business. In non-current assets, property, plant and equipment increased by¥21,237 million, while trade and other receivables increased by ¥18,784 million, and otherfinancial assets, especially derivative assets, increased by ¥12,670 million. On the other hand,
deferred tax assets decreased by ¥84,219 million due mainly to a gain on the transfer of the
Scientific Solutions Business. In addition, intangible assets decreased by ¥24,796 million as a resultof the impairment loss related to Veran Medical Technologies, Inc.
[Liabilities]
Total liabilities decreased by ¥90,437 million from the end of the previous fiscal year to ¥777,030
million. Income taxes payable decreased by ¥60,909 million due mainly to gains on the transfer of
Scientific Solutions Business, liabilities directly related to assets held for sale decreased by ¥43,253
million following the completion of the Scientific Solutions Business transfer, and bonds andborrowings decreased by ¥40,441 million.
[Equity]
Total equity increased by ¥115,952 million from the end of the previous fiscal year to ¥757,186
million. This increase was achieved despite share repurchase of ¥180,002 million and dividends ofsurplus of ¥20,240 million, mainly as a result of profit attributable to owners of parent of ¥242,566
million arising from the transfer of the Scientific Solutions Business and other factors, and anincrease of ¥71,847 million in other components of equity due mainly to exchange differences ontranslation of foreign operations.
Based on resolution of the Board of Directors meeting held on May 12, 2023, Olympus
Corporation repurchased its own shares of ¥100,000 million and canceled treasury shares of¥104,800 million on February 29, 2024. Furthermore, due to the repurchase of ¥80,000 million intreasury shares based on the resolution passed at the meeting of the Board of Directors held on
November 9, 2023, treasury shares increased by ¥73,931 million (widening negative balance inequity).
As a result of the foregoing, equity attributable to owners of parent to total assets increased from
42.4% as of the end of the previous fiscal year to 49.4%.
- 45 -

(iii) Cash flows
Previous fiscal year
(Millions of yen)

Current fiscal year
(Millions of yen)

Increase (Decrease)(Millions of yen)

Cash flows from operating activities

98,49042,365(56,125)

Cash flows from investing activities(58,414)359,992

418,406

Cash flows from financing activities(143,178)(276,010)(132,832)

Cash and cash equivalents at end of year

205,512340,933

135,421[Cash flows from operating activities]
Net cash provided by operating activities for the fiscal year ended March 31, 2024 was ¥42,365
million (compared with ¥98,490 million provided for the fiscal year ended March 31, 2023).
Although there were negative factors such as income taxes paid of ¥137,390 million, this increase
was driven mainly by adjustment for depreciation and amortization of ¥65,940 million, adjustment
for impairment loss of ¥64,568 million, and profit before tax of ¥35,854 million.
[Cash flows from investing activities]
Net cash provided by investing activities for the fiscal year ended March 31, 2024 was ¥359,992
million (compared with ¥58,414 million used for the fiscal year ended March 31, 2023). Cashflows from investing activities increased mainly due to the receipt of ¥379,091 million inconsideration for the transfer of Scientific Solutions Business and the collection of ¥53,373 million
in loans receivable from Evident, etc. despite expenditures of ¥46,425 million for the purchase ofproperty, plant and equipment and ¥18,199 million for the purchase of intangible assets.
In addition, in response to the expenditure of ¥43,647 million in accordance with the agreement toacquire the shares of Taewoong Medical Co., Ltd., ¥31,110 million was recovered during the fiscal
year ended March 31, 2024 due to the cancellation of the share purchase agreement on March 7,2024.
[Cash flows from financing activities]
Net cash used in financing activities for the fiscal year ended March 31, 2024 was ¥276,010 million(compared with ¥143,178 million used for the fiscal year ended March 31, 2023). The main factors
behind this were payments for share repurchase of ¥180,002 million, redemption of bonds andrepayments of long-term borrowings of ¥50,000 million, dividends paid of ¥20,240 million, andrepayments of lease liabilities of ¥19,518 million.
As a result of the foregoing, cash and cash equivalents at the end of the fiscal year ended March 31,
2024 reached ¥340,933 million, an increase of ¥135,421 million compared to the end of theprevious fiscal year. Note that of the related indicators, the interest-bearing debt to cash flows ratio
went from 3.5 years at the end of the previous fiscal year to 7.1 years for the current fiscal year.
This rise in the ratio was due to a decrease in cash flows from operating activities of ¥56,125
million compared with the previous fiscal year to ¥42,365 million, despite a decrease in bonds andborrowings of ¥40,441 million from the end of the previous fiscal year. The interest coverage ratio
went from 18.3 times at the end of the previous fiscal year to 8.8 times for the current fiscal year.

- 46 -

(2) Production, orders, and sales results(i)

Production results
Segment

Production (Millions of yen)

Increase (Decrease) ratio (%)

Endoscopic Solutions

426,787

1.4

Therapeutic Solutions

253,969

10.1

8,470

(3.2)

689,226

4.4

OthersTotal
Note:Amounts are based on sales prices and before intersegment transfers.

(ii) Order results
Because the Olympus Group’s products are mainly manufactured on a production schedule, thedescription of orders received is omitted.
(iii) Sales results
Segment

Sales (Millions of yen)

Increase (Decrease) ratio (%)

Endoscopic Solutions

586,617

6.3

Therapeutic Solutions

337,331

6.0

Others12,262

3.1

936,210

6.2

Total
Note:

Intersegment transactions are offset and eliminated.

- 47 -

(3) Management analysis of financial position, operating results and cash flows
The future outlooks described below are based on the forecasts made as of the end of the fiscal year
ended March 31, 2024.
(i)

Analysis of financial position and operating results for the fiscal year ended March 31, 2024
In the company strategy announced in May 2023, the Olympus Group has defined the financial
guidance for the three years from the fiscal year ended March 31, 2024, to the fiscal year ending
March 31, 2026 in terms of revenue growth, adjusted EPS growth, and adjusted operating margin,of which the latter two are to be adjusted for extraordinary items.
We are aiming to achieve revenue compound annual growth rate (CAGR) of approximately 5%. In
the Endoscopic Solutions Business, we are targeting a CAGR of 5% by expanding sales primarilyof the gastrointestinal endoscopy system “EVIS X1.” In the Therapeutic Solutions Business, we
aim for CAGR to exceed 5% through M&As and expansion of our product portfolio mainly in thethree areas of GI-Endotherapy, urology, and respiratory.
With respect to EPS, we are aiming to achieve a CAGR of approximately 8%, exceeding revenue
growth, and adjusted operating margin of around 20%, through capital efficiency improvements
based on sustainable sales growth.
In the fiscal year ended March 31, 2024, due to unanticipated factors such as delays in bidding
caused by anticorruption campaigns in China, prolonged supply chain issues, inflation, and the2024 Noto Peninsula Earthquake, revenue increased only 0.3% year on year, excluding the impactof the foreign exchange rate. Despite the positive impact of the increase in revenue, the adjusted
operating margin was 16.2% due to expenses related to the holistic quality transformation program
Elevate, measures aimed at generating sustained growth, and the development and strengthening ofbusiness operating bases for the purpose of improving productivity. Going forward, to achieve ourfinancial guidance, we strive to grow sales and further improve profitability.

(ii) Analysis and discussion of cash flows and the status of capital resources and liquidity of funds(i)Analysis and discussion of cash flows
As stated in “4. Management Analysis of Financial Position, Operating Results and Cash
Flows, (1) Overview of business results, etc., (iii) Cash flows,” as of the end of the fiscal
year ended March 31, 2024, the Olympus Group’s cash and cash equivalents amounted to¥340,933 million (increased ¥135,421 million from the end of the previous fiscal year), due
to payments for share repurchase and income taxes paid, while cash and cash equivalents
increased by investing activities. We recognize that this level of cash and cash equivalents issufficient to ensure stable business operations and financial foundation.

(ii)

Financial policy
The Olympus Group’s basic financial policy is to balance between maintaining financial
stability and improving capital efficiency through appropriate control of financial leverage.
Based on this basic policy, the Olympus Group maintains financial stability considering
indicators such as its interest-bearing debt/EBITDA ratio and equity ratio. In addition, we
enhance our funding base through diversification of our funding measures, including theissuance of public bonds in Japanese and overseas capital markets, and are working to
reduce funding costs.
Olympus Corporation has obtained credit ratings from Rating and Investment Information,Inc., S&P Global Ratings Japan Inc., and Moody’s Japan K.K., and the status as of March
31, 2024 is as follows.
Rating and Investment Information, Inc.: A+ (long-term, stable outlook), a-1 (short-term)
S&P Global Ratings Japan Inc.: BBB+ (long-term, stable outlook)- 48 -

Moody’s Japan K.K.: Baa1 (long-term, stable outlook)(iii)

Funding demand
The Olympus Group’s working capital demands are mainly due to the purchase of materials
and parts to manufacture its products as well as operating expenses such as manufacturingcosts and selling, general and administrative expenses, and operating expenses mainly
consist of personnel expenses and marketing expenses such as advertising and sales
promotion expenses. The Olympus Group’s main demand for investment is for capital
expenditure to improve production efficiency, including the expansion of its main
manufacturing facilities in Japan and its manufacturing and repair sites mainly in Europe andthe U.S. We will continue to actively respond to the demand for strategic investments for
future growth, while balancing between maintaining financial stability and improving capitalefficiency.

(iv)

Financing
The Olympus Group’s working capital and capital expenditure are allocated from internalfunds, and when necessary, funds are raised through loans from financial institutions and theissuance of bonds. We believe that the cash flow from operating activities will be sufficient
to repay these loans and bonds. In addition, since we maintain good business relationships
with our major financial institutions and as stated in (ii) Financial policy, the credit rating by
Rating and Investment Information, Inc. is A+, S&P Global Ratings Japan Inc. is BBB+, andMoody’s Japan K.K. is Baa1, we believe that we can raise funds stably and at low cost in atimely manner. Furthermore, we have established a global commitment line in major
currencies (USD, EUR, and JPY), which enables us to raise funds flexibly and smoothly.
We will continue to consider appropriate funding in response to funding needs, whilebalancing between maintaining financial stability and improving capital efficiency.

(v)

Capital allocation
In order to achieve sustainable growth of the Olympus Group, we prioritize the allocation of
our cash to investments in growth drivers and carry out investment for profitable, organic
growth and strategic investment for growth opportunities. While prioritizing investment inbusiness growth, we will also actively return profits to shareholders in consideration ofshareholder value. Our policy is to increase dividends stably and gradually and to implementbuyback of company shares flexibly based on investment opportunities and cash conditions.
We will maintain sufficient cash on hand for stable business operations while appropriately
allocating cash to growth investment and shareholder returns.

(iii) Material accounting policies and estimates
The Olympus Group prepares its consolidated financial statements in accordance with IFRS.
Estimates considered necessary in the preparation of these consolidated financial statements havebeen made on a reasonable basis. For more information on material accounting policies andestimates, please refer to “V. Financial Information, 1. Consolidated Financial Statements, etc.,
Notes to Consolidated Financial Statements, 3. Material Accounting Policies and 4. Significant
Accounting Estimates and Associated Judgments.”- 49 -

5. Material Contracts, etc.
(1) Alliance agreement
Name of contracting
companyOlympus Corporation

Counterparty
Sony Corporation

CountryJapan

Contents of agreement

Period of agreement

Establishment of a joint venturein the medical businessNo fixed term after
September 28,
2012(2) Business alliance agreement
Name of contracting
companyOlympus Corporation

Counterparty
1.
2.

CountrySony Corporation
Sony Olympus Medical
Solutions Inc.

Contents of agreement
Business alliance in productdevelopment of next-generation
endoscope systems

Japan(3) Acquisition of additional ownership interest in a subsidiary
On July 24, 2023, Olympus Corporation and Terumo Corporation agreed that the Olympus Group would
acquire all shares of Olympus Terumo Biomaterials Corporation (“OTB”), a consolidated subsidiary of
Olympus Corporation. Based on this contract, the Olympus Group acquired all shares of OTB on August
4, 2023. As a result, OTB became a wholly owned subsidiary of the Olympus Group.
The following is a significant contract terminated during the fiscal year ended March 31, 2024.
(Alliance agreement)
Name of contracting
companyOlympus Corporation
Note:

Counterparty
Terumo Corporation

CountryJapan

Contents of agreement

Period of agreement

Alliance for development andsales in the medical device field

One year from
April 25, 2001,
with automaticannual extensions

Olympus Corporation and Terumo Corporation have agreed to transfer the above alliance agreement to a separate contract
as of October 30, 2023.

(Acquisition of subsidiary stock)
On February 24, 2023, Olympus Corporation executed an agreement to acquire all the issued shares of
Taewoong Medical Co., Ltd. (hereinafter, “Taewoong Medical”), a South Korean manufacturer of medical
devices such as metal stents for digestive organs. However, effective March 7, 2024, we reached anagreement with the former shareholders of Taewoong Medical to rescind the share acquisition agreement.

- 50 -

6. Research and Development Activities
The Olympus Group’s corporate philosophy, our purpose, is “Making people’s lives healthier, safer and more
fulfilling,” and we conduct research and development activities with the aim of realizing sustainable
development.
We are focusing our investments and resources in the areas of GI, urology, and respiratory, where theOlympus Group has strengths, to achieve profitable and sustainable growth and improve patient outcomes.
In the company strategy, R&D is positioned as center of the most important value-creating initiatives forinnovation, which is essential for our development. We aim to introduce innovation methods that address
unmet needs, make appropriate investments that will drive future innovation, actively pursue strategic
partnerships, and accelerate speed to market.
•

Customer-driven innovation: Focus on clinical-driven innovation to address unmet needs, lower
healthcare cost, and build on co-development practice with healthcare professionals.

•

Strategic partnerships: Pro-actively seek for strategic partnerships through joint venture, early-stage
investments, M&As and co-creation.

•

Efficient and exceptional R&D organization: Become more efficient and predictable in project execution,
fully leveraging our global resources and enhance capabilities and capacity.

•

Right investment: Make the right choices for future investments to ensure long-term growth.

R&D expenditures for continuing operations, excluding discontinued operations, for the fiscal year ended
March 31, 2024 were ¥86.4 billion, up 12.4% year on year, and the ratio to revenue was 9.2%, up 0.5
percentage points from the previous fiscal year.
As for the ratio of research and development expenditures to revenue, we aim to invest approximately 8.5%
on research and development activities in the fiscal year ending March 31, 2026, reflecting the average of ourpeers in the MedTech industry. To advance as a leading global MedTech company, it is critical for the
Olympus Group to provide competitive and innovative products to the markets in a faster cadence. We
gradually shift investments from sustaining activities to medium-term innovation and technology
development, supporting our clinical unmet-needs driven strategy for next-generation products. In addition,
we invest in the further search for transformative/disruptive technologies.
○ Endoscopic Solutions BusinessWe are mainly engaged in research and development of medical devices such as endoscopic videoscope
systems and surgical endoscopy systems that contribute to early detection of diseases and minimallyinvasive treatments that are less burdensome for patients.
Major achievements during the period included development for the U.S. and Chinese launches of ourmost advanced endoscope system, “EVIS X1,” and development for the U.S. launches of the “GIF-1100”
general-purpose upper gastrointestinal videoscope and the “CF-HQ1100DL/I” colorectal videoscope.
Furthermore, we strengthen our collaboration with Sony Corporation on the development of nextgeneration endoscope system and our collaboration with Canon Medical Systems Corporation on thedevelopment of ultrasonic endoscope system while developing various products.
R&D expenditures related to this business area were ¥52.0 billion, up 17.5% year on year.
○ Therapeutic Solutions BusinessWe are mainly engaged in the research and development of medical devices that contribute to minimallyinvasive treatments with less burden on patients, such as GI-Endotherapy, respiratory, and urologicaltreatment devices.
Major achievements during the period included the European launches of the “FlexLifter” device forgastrointestinal endoscopes and the “SutuArt,” the U.S. launch of the “ESG-410” energy generator, which
can be used together with the “THUNDERBEAT” surgical device, and development of the attaching
device “POWERSEAL Straight Jaw,” a blood vessel-sealer for use in laparoscopic surgery. Also,
following 510 (k) clearance of the “RenaFlex” single-use flexible ureteroscope in the U.S., we aredeveloping other single-use endoscopes in other fields.
R&D expenditures related to this business area were ¥25.9 billion, up 13.9% year on year.
- 51 -

○ Other businesses and matters common to group
We are engaged in research and development in various fields with the aim of further developing ourEndoscopic Solutions and Therapeutic Solutions Businesses.
Major achievements during the period included the development of optical technology and image
processing technology including AI to improve early diagnosis and observation functions, device
technology to realize minimally invasive treatment, and precision control technology including robotics;
and initiatives related to production technology, such as the functionality advancement of new
endoscopes, treatment devices, and other products in the medical field, the development of simulation
technology and material technology to realize low costs, the development of processing technology formass production of high precision lenses, and the development of equipment that leads to automatedproduction lines.
R&D expenditures related to this business area were ¥8.5 billion, down 14.3% year on year.

- 52 -

III.

Information about Facilities

1. Overview of Capital Investment
Capital investment in the fiscal year ended March 31, 2024 was ¥80,700 million for the Olympus Group as awhole, mainly for the development of new products, streamlining of production, reinforcement of sales
structure, and renewal of aging facilities, mainly by Olympus Corporation.
The situation by reportable segment is as follows.
Endoscopic Solutions Business
Capital investments in the endoscope business during the fiscal year ended March 31, 2024 totaled ¥50,700
million. In Japan, investments in R&D assets, investments for sales promotion purposes, and investments in
production facilities for next-generation endoscope systems were the main items. Overseas, in addition toinvestments for sales promotion purposes and investments in R&D assets, investments were made for
production bases in China.
Therapeutic Solutions Business
Capital investment in the therapeutic solutions business for the fiscal year ended March 31, 2024 totaled¥19,300 million. In Japan, investments in R&D assets as well as investments to strengthen machinery andequipment, etc. in order to expand the lineup and increase production of endotherapy devices were the main
items. Overseas, investments were made for sales promotion purposes and for R&D assets.
OthersCapital investment in other businesses for the fiscal year ended March 31, 2024 totaled ¥1,400 million.
Capital investments were mainly related to the orthopedic surgery business.
Management Division
Capital investments in the management division during the fiscal year ended March 31, 2024 totaled ¥9,300
million. Capital investments were mainly related to the redevelopment of the Hachioji Facility and Nagano
Facility in Japan.
Notes:

1.
2.

Capital investments include investments in property, plant and equipment and intangible assets.
Businesses classified as discontinued operations are not included.

- 53 -

2. Major Facilities(1) Reporting company(As of March 31, 2024)
Book value of facilities and equipment by type(Millions of yen)

Facility(Location)

Segment

Details of
Lease
Numbers ofmajor
assetsLand
employees
Buildings
Machinfacilities and[Area in (Property,(persons)
andOthers
Total
ery
and
equipment
thousands plant andstructures vehicles
2of m ]
equipment)

Endoscopic
OfficeSolutionsequipment
Therapeutic
and testing
Solutionsand research
Management
facilities
Division

13,199

808

93
[49]

231

Endoscopic
Testing andSolutionsTechnology Development Center
research
Therapeutic
Utsugifacilities andSolutions(Hachioji-shi, Tokyo)
otherManagement
fixtures
Division

2,913

153

4,231
[41]

12

598

7,907

230

587 11,388

157

Global Headquarters(Hachioji-shi, Tokyo)

4,403 18,734

1,509

Nagano Facility Tatsuno(Tatsuno-machi, Kamiina-gun,
Nagano)Officeequipment
Endoscopic
andSolutionsproduction
equipment

8,889

800

1,110
[120]

2

Nagano Facility Ina(Ina-shi, Nagano)Endoscopic Production
Solutionsequipment

563

1

67
[32]

–

9

640

1

OfficeShirakawa Facility
Endoscopic equipment(Nishigo-mura, Nishishirakawaand other
Solutionsgun, Fukushima)
fixtures

3,397

44

–

–

923

4,364

281

Endoscopic
Equipment
Solutionsfor sales
Therapeutic
promotion
Solutions

89

431

–

–

26

546

33

–

–

280
[1]

–

–

280

–

137

–

–

–

137

274

586

Distribution Center Sagamihara(Minami-ku, Sagamihara-shi,
Kanagawa)
Hatagaya Former Headquarters(Shibuya-ku, Tokyo)
Shinjuku Satellite Office(Shinjuku-ku, Tokyo)

OfficeManagement equipment
Divisionand other
fixtures

Nagano Olympus
Co., Ltd.
(Tatsuno-machi,
Kamiina-gun,
Nagano)Endoscopic Production
Solutionsequipment

1,338

129

–

–

233

1,700

–

Aizu Olympus Co.,Ltd.
(Aizu-Wakamatsushi, Fukushima)

Endoscopic Production
Solutionsequipment

3,390

–

–

–

66

3,456

–

Therapeutic Production
Solutionsequipment

2,173

–

184
[31]

–

–

2,357

–

Shirakawa Olympus
Co., Ltd.
Endoscopic Production(Nishigo-mura,
Solutionsequipment
Nishishirakawa-gun,
Fukushima)

–

37

–

–

171

208

–

Rentalfacilities
andAomori Olympus
equipment Co., Ltd.
(Kuroishi-shi,
Aomori)- 54 -

Book value of facilities and equipment by type(Millions of yen)

Facility(Location)

Rentalfacilities
andequipment

Olympus Medical
Systems Corp.
(Hinode-cho,Nishitama-gun,Tokyo)

Segment

Details of
Lease
Numbers ofmajor
assetsLand
employees
Buildings
Machinfacilities and[Area in (Property,(persons)
andOthers
Total
ery
and
equipment
thousands plant andstructures vehicles
of m2]
equipment)

Endoscopic
Solutions
Production
Therapeutic equipment
Solutions

315

–

–

–

–

315

–

Others

–

–

203

–

–

–

–

203

–

Social welfare facilities(dormitory for bachelors andcompany housing)

–

–

621

–

2,609
[21]

–

4

3,234

–

Others

–

–

201

108

–

857

7,654

8,820

37

37,428

2,511

8,574
[295]

1,102

14,811 64,426

2,834

Total
Notes:

1.
2.
3.
4.

Book value is the book value in the non-consolidated financial statements in accordance with Japanese GAAP.
Others include tools, furniture and fixtures, as well as construction in progress and intangible assets.
The main difference with IFRS is ¥1,959 million for right-of-use assets (land, buildings and structures).
Major leased facilities from companies other than consolidated companies are as follows.

(Rental contract)
Facility(Location)
Shinjuku Satellite Office(Shinjuku-ku, Tokyo)(As of March 31, 2024)
Details of major facilities
Area
Annual rentand equipment(Thousands of m2) (Millions of yen)Segment
Management Division

Office building(Lease contract)
Facility(Location)
OthersSegment

Details of major
facilities andequipment

Manageme
nt Division

Networkequipment

Lease term
March 2024 to
February 2029

- 55 -

5764(As of March 31, 2024)
Lease
AnnualLease
contract
lease
contract
amountpaymentbalance(Millions of (Millions of (Millions of
yen)
yen)
yen)
361

6

355

(2) Major domestic subsidiaries(As of March 31, 2024)
Book value of facilities and equipment by type(Millions of yen)Companyname

Olympus
MedicalSystems
Corp.

Facility name
(Location)

Hinode Plant(Hinode-cho,Nishitama-gun,Tokyo)

Segment

Details of
Lease
Numbers ofmajor
assetsLand
employees
facilities Buildings Machin(Area in (Property,
andand
Others Total (persons)
ery andplant andequipment structures vehicles thousandsof m2)
equipment)

Endoscopic
Solutions Production
Therapeutic equipment
Solutions

130

531

1,440
[10]

–

119 2,220

254

Testing andEndoscopic
Management divisionresearch
Solutions
Ishikawa
facilities
Therapeutic(Hachioji-shi, Tokyo)
and other
Solutionsfixtures

–

631

–

39

3,594 4,264

2,156

Testing andEndoscopic
Technology
research
Development Center Solutions
facilities
Therapeutic
Utsugiand other(Hachioji-shi, Tokyo) Solutions
fixtures

–

208

–

10

1,191 1,409

156

15

1,217

–

–

164 1,396

–

1,022

2,484

1,232
[76]

–

683 5,421

–

439

836

420
[40]

–

114 1,809

–

179

1,011

868
[75]

–

689 2,747–

NaganoOlympusCo., Ltd.
(Tatsunomachi,
Kamiinagun,
Nagano)Endoscopic Production
Solutions equipment

Aizu
OlympusCo., Ltd.
Endoscopic Production(AizuRental Wakamatsu- Solutions equipment
facilitie shi,s andFukushima)equipmAomorient
Olympus
Therapeutic Production
Co., Ltd.
Solutions equipment(Kuroishishi, Aomori)
Shirakawa
OlympusCo., Ltd.
Endoscopic Production(NishigoSolutions equipment
mura,
Nishishiraka
wa-gun,Fukushima)
Social welfare
facilities (dormitory
for bachelors andcompany housing)

–

–

15

–

40
[3]

–

Others

–

–

–

609

–

1,800

7,527

4,000
[204]

Total
Notes:

1.
2.

–

55

–

6

1,724 2,339

191

55

8,278 21,660

2,757Book values are based on Japanese GAAP.
Others include tools, furniture and fixtures, as well as construction in progress and intangible assets.

- 56 -

3.
4.

The main difference with IFRS is ¥26,583 million for R&D assets.
Major leased facilities from companies other than consolidated companies are as follows.

(Rental contract)
Facility(Location)
Distribution Center
Sagamihara(Minami-ku, Sagamihara-shi,
Kanagawa)(As of March 31, 2024)
Segment
Endoscopic Solutions
Therapeutic Solutions

Area
Details of major facilities
and equipment(Thousands of m2)
Warehouse- 57 -

32

Annual rent
(Millions of yen)571

(3) Major overseas subsidiaries(As of March 31, 2024)
Company name
(Location)

Olympus Corporation of Pennsylvania,
the Americas
U.S.A.

Olympus America Inc.

Pennsylvania,
U.S.A.

Book value of facilities and equipment by type(Millions of yen)Segment

Details of
major
Land
facilities and Buildings Machinery (Area inandandequipment
thousands
structures vehicles
of m2)

Others

Total

Numbersofemployees(persons)

2,061

16,382

978Officebuildings
Sales
Management
promotion
Divisionequipment
and other
facilities

13,3001,021

Endoscopic
Solutions
Therapeutic
Solutions

Business
assets

5,026

46

887
32,203[219]

38,162

1,401

8,837

1,751

139
19,775[43]

30,502

2,670–

Gyrus ACMI, Inc.

Massachusetts,
U.S.A.

Therapeutic
Solutions

Production
equipment,
sales
promotionequipment
and other
facilities

Olympus Vietnam Co.,Ltd.

Dong Nai
Province,
Vietnam

Therapeutic
Solutions
Others

Officebuildings
Production
equipment

4,703

776

–

276

5,755

1,742

Endoscopic
Solutions
Therapeutic
SolutionsSales
promotionequipment
and other
facilities

2,451

7

–

17,22919,6871,355

Essex, U.K.

Endoscopic
Solutions

Production
equipment,
sales
promotionequipment
and other
facilities

4,701

218

154
[55]

5,256

10,329829

Hamburg,
Germany

Endoscopic
Solutions
Therapeutic
Solutions

Officebuildings
Sales
promotionequipment
and other
facilities

21,342

41

–

5,620

27,003789

Olympus Winter & Ibe
Hamburg,
Properties GmbH & Co.
Germany
KG

Endoscopic
Solutions
Therapeutic
Solutions

Officebuildings
Land12,706

–

2,181
[34]

–

14,887–

Olympus Winter & Ibe
GmbH

Hamburg,
Germany

Endoscopic
Solutions
Therapeutic
Solutions

Officebuildings
Production
equipment

3,350

2,145

–

1,954

7,449

1,523

Medi-Tate Ltd.

Or-Akiva, Israel

Therapeutic
SolutionsIntangible
assets

13

15

–

9,651

9,679

13

Olympus (Beijing) Sales Beijing,& Service Co., Ltd.
China

KeyMed (Medical &Industrial Equipment)
Ltd.

Olympus Europa SE &Co. KG

Notes:

1.
2.
3.

Book values are based on IFRS.
The above does not include construction in progress and software in progress.
Others include tools, furniture and fixtures and intangible assets.

- 58 -

3. Planned Addition, Retirement, and Other Changes of Facilities
The Olympus Group’s capital investment plan (new construction and expansion) for the year after the current
fiscal year, planned as of March 31, 2024, is as follows.
(1) Significant addition of facilities
Company
category

Company name/Facility
name(Location)

Segment

Details of major
facilities andequipment
Land

Nagano Facility
Tatsuno(Tatsuno-machi,
Kamiina-gun, Nagano)Endoscopic
Solutions

Endoscopic
Solutions

30

–

9,078

79

Machinery

471–

Others

81

–

9,660

79

Buildings andauxiliary
facilities

366–

Others

187

–

553

–

Buildings andauxiliary
facilities

6,166

1,067

Testing andresearch
facilities

509

6

Total

Global Headquarters(Hachioji-shi, Tokyo)

Endoscopic
Solutions
Therapeutic
SolutionsManagement
Division

Software

5,701–

Others

1,210

10

13,586

1,083

Buildings andauxiliary
facilities

571

66

Tools

203

–

Others

30

–

804

66

Buildings andauxiliary
facilities

169

–

Tools

286

–

Total

Reportingcompany

Assets for rent: Aizu
Olympus Co., Ltd.

Endoscopic
Solutions

Total

Assets for rent: Aomori
Olympus Co., Ltd.

Assets for rent:
Shirakawa Olympus
Co., Ltd.

Assets for rent: Others

Others

Therapeutic
Solutions

Endoscopic
Solutions––

Amountalready paid
(Millions ofyen)

Buildings andauxiliary
facilities

Total

Nagano Facility Ina(Ina-shi, Nagano)

Total planned
investment(Millions ofyen)

Others

250

3

Total

705

3

Buildings andauxiliary facilities

1,032

–

444

–

Total

1,476

–

Buildings andauxiliary facilities

221–

Others

80

–

Total

301

–

Buildings andauxiliary facilities

242–

Testing andresearch facilities

202–

Others

181

2,617

625

2,617

OthersTotal- 59 -

Financingmethods

Own
capitalOwn
capitalOwn
capitalOwn
capitalOwn
capitalOwn capital

Own
capitalOwn
capitalProduction
capacity after
completion
The production
capacity is
expected to be
the same level
as the current
production
capacity.

Company
category

Company name/Facility
name(Location)

Segment

Total planned
investment(Millions ofyen)Amountalready paid
(Millions ofyen)

27,7103,848

Buildings andauxiliary
facilities

187–

Equipment forsales promotion

10,452

–

34

–

Total

10,673–

Machinery

2,120

9

Testing andresearch
facilities

2,168

2

183

5

4,471

16

Details of major
facilities andequipment

Total

Domestic
subsidiary

Domestic
subsidiary

Olympus Marketing,Inc.
(Hachioji-shi, Tokyo)

Olympus Medical
Systems Corp.
(Hachioji-shi, Tokyo)

Endoscopic
Solutions
Therapeutic
Solutions

Endoscopic
Solutions
Therapeutic
Solutions

OthersOthers
Total

Notes:

Financingmethods

Production
capacity after
completion

Own
capitalOwn
capital1.
2.

Values are based on Japanese GAAP.
The main difference with IFRS is ¥6,763 million for R&D assets and ¥4,481 million for right-of-use assets.

3.

Amount already paid includes construction in progress.

Company
category

Company name/Facility
name(Location)

Olympus Corporationof the Americas,
Olympus America
Inc., and others(Americas)

Segment

Endoscopic
Solutions
Therapeutic
Solutions
OthersTotal planned
investment(Millions ofyen)Amountalready paid
(Millions ofyen)

Buildings andauxiliary
facilities

2,678

(319)

Machinery

2,383

1,434

SoftwareDetails of major
facilities andequipment

889

2,110

Equipment forsales promotion

10,143–

R&D assets

8,054

–

314

443

24,460

3,669

Buildings andauxiliary
facilities

5,400

1,549

Machinery

Others
Total

Overseassubsidiaries

Olympus Europa SE &Co. KG, Olympus
Winter & Ibe GmbH,and others(Europe and Middle
East)

Endoscopic
Solutions
Therapeutic
Solutions
Others

3,366

2,279

Tools

284

103

Software

1,050

771

Equipment forsales promotion

7,074

195

R&D assets

3,657

–

660

157

OthersTotal

Olympus (Beijing)
Sales & Service Co.,Ltd.
(Beijing, China)

Endoscopic
Solutions
Therapeutic
Solutions
OthersEndoscopic
Solutions

21,491

5,052

Buildings andauxiliary
facilities

2,600

–

Equipment forsales promotion

3,244

–

Others

63

15

Total

5,907

15

Machinery966–

R&D assets

1,445

–

- 60 -

Financingmethods

Own
capitalOwn capital

Own
capitalOwn capital

Production
capacity
after
completionThe
production
capacity is
expected to be
the same level
as the current
production
capacity.

Company
category

Company name/Facility
name(Location)

Segment

Olympus (Suzhou)
Medical Device Co.,
Ltd.
(Suzhou, China)
Olympus Vietnam Co.,Ltd.
(Dong Nai Province,
Vietnam)

Total planned
investment(Millions ofyen)Amountalready paid
(Millions of
yen)

105

4

Total

2,516

4

Buildings andauxiliary
facilities

1,286

–

Machinery

343–

Others

26

–

1,655

–

Details of major
facilities andequipment
Others

Therapeutic
Solutions

Total(2) Significant retirement of facilities
There are no significant events.

- 61 -

Financingmethods

Own capital

Production
capacity
after
completion

IV.

Information about Reporting Company

1. Company’s Shares, etc.
(1) Total number of shares, etc.
(i)

Total number of shares
Class

Total number of shares authorized to be issued (Shares)

Common stock

4,000,000,000

Total

4,000,000,000(ii) Issued shares
Number of issued shares as ofthe end of the current fiscal year
(Shares)(March 31, 2024)

Class

Number of issued shares asof the filing date (Shares)(June 20, 2024)

Name of financial instruments
exchange on which theReporting Company is listed or
authorized financial instruments
business association to which
the Reporting Company isregistered

Description

Commonstock

1,215,146,700

1,177,700,200

Tokyo Stock Exchange, Prime
Market

The number ofsharesconstituting one
unit:
100 shares

Total

1,215,146,700

1,177,700,200

–

–

Note:

Based on resolution of the Board of Directors meeting held on November 9, 2023, Olympus Corporation canceled
37,446,500 shares of treasury shares on April 30, 2024.

(2) Subscription rights to shares, etc.
(i)

Stock option plans
The first subscription rights to shares

The second subscription rights to shares

Date of resolution

August 8, 2013

June 26, 2014

Classification and number of grantees

Five directors
20 corporate officers

Five directors
20 corporate officers

Number of subscription rights to shares*

134 [134]

189 [185]

Class, description and number of shares tobe issued upon exercise of subscription
rights to shares*

Common stock53,600 [53,600] (Note 2)

Common stock
75,600 [74,000] (Note 2)

Paid-in amount upon exercise ofsubscription rights to shares*¥1 (Note 3)¥1 (Note 3)

Exercise period for subscription rights toshares*From August 27, 2013
to August 26, 2043

From July 12, 2014
to July 11, 2044

Issue price and amount of capitalincorporation of shares to be issued upon
exercise of subscription rights to shares*

Issue price: ¥735
Amount of capital incorporation: ¥368

Issue price: ¥907
Amount of capital incorporation: ¥454

(i)
Conditions for exercising subscription
rights to shares*(ii)

A holder of subscription rights to shares may exercise the rights only during
a period of 10 years that starts after one year has passed since the day
immediately following the day on which the holder loses his/her position of
director, executive officer or corporate officer of Olympus Corporation.
In the event of the death of a holder of subscription rights to shares, rights
may be exercised by heirs.

- 62 -

The first subscription rights to shares(iii)

The second subscription rights to shares

Holders of subscription rights to shares may exercise all or part of theirsubscription rights.

Matters related to the transfer ofsubscription rights to shares*

Any acquisition of subscription rights to shares by way of transfer requires theapproval of the Board of Directors.

Matters related to the delivery ofsubscription rights to shares in connection
with reorganization*(Note 4)

The third subscription rights to shares

The fourth subscription rights to shares

Date of resolution

June 26, 2015

June 28, 2016

Classification and number of grantees

Five directors
19 corporate officers

Five directors
19 corporate officers

Number of subscription rights to shares*

184 [184]

199 [199]

Class, description and number of shares tobe issued upon exercise of subscription
rights to shares*

Common stock
73,600 [73,600] (Note 2)

Common stock
79,600 [79,600] (Note 2)

Paid-in amount upon exercise ofsubscription rights to shares*¥1 (Note 3)¥1 (Note 3)

Exercise period for subscription rights toshares*From July 14, 2015
to July 13, 2045

From July 14, 2016
to July 13, 2046

Issue price and amount of capitalincorporation of shares to be issued upon
exercise of subscription rights to shares*

Issue price: ¥1,104
Amount of capital incorporation: ¥552

Issue price: ¥896
Amount of capital incorporation: ¥448

(i)
Conditions for exercising subscription
rights to shares*

(ii)
(iii)

Matters related to the transfer ofsubscription rights to shares*

A holder of subscription rights to shares may exercise the rights only during
a period of 10 years that starts after one year has passed since the day
immediately following the day on which the holder loses his/her position of
director, executive officer or corporate officer of Olympus Corporation.
In the event of the death of a holder of subscription rights to shares, rights
may be exercised by heirs.
Holders of subscription rights to shares may exercise all or part of theirsubscription rights.

Any acquisition of subscription rights to shares by way of transfer requires theapproval of the Board of Directors.

Matters related to the delivery ofsubscription rights to shares in connection(Note 4)
with reorganization** Details as of the end of the current fiscal year (March 31, 2024). The details as of the end of the month prior to the filing date arestated in [ ] for items that changed between the end of the current fiscal year and the end of the month prior to the filing date
(May 31, 2024), and there is no change to other items from the details as of the end of the current fiscal year.
Notes:

1.

2.

Olympus Corporation conducted a four-for-one split of common stock with an effective date of April 1, 2019 byresolution of the Board of Directors meeting held on February 8, 2019. As a result, the “number of shares to be issued
upon exercise of subscription rights to shares” and the “Issue price and amount of capital incorporation of shares to beissued upon exercise of subscription rights to shares” have been adjusted.
The number of shares to be issued for each stock subscription right (hereinafter “Number of Shares Granted”) shall be
400. If, after the stock subscription right allotment date, Olympus Corporation conducts a stock split, allotment ofshares without contribution or consolidation of shares with regard to its common stock, the Number of Shares Granted
shall be adjusted according to the following formula, and any fraction of less than one share resulting from theadjustment shall be rounded down.
Number of Shares Granted after adjustment = Number of Shares Granted before adjustment × ratio of stock split,
allotment of shares without contribution or consolidation of shares
The Number of Shares Granted after adjustment shall be applied, in the case of a stock split or allotment of shares
without contribution, on and after the day following the record date of such stock split or allotment of shares without
contribution, and in the case of a consolidation of shares, on and after the effective date of such consolidation of shares.

- 63 -

3.
4.

However, if a stock split or allotment of shares without contribution is conducted on the condition that a proposal toincrease capital or reserves by reducing the amount of surplus is approved at a General Meeting of Shareholders, andthe record date for the stock split or allotment of shares without contribution is a date prior to the conclusion of such
General Meeting of Shareholders, the Number of Shares Granted after adjustment shall be applied on and after the day
following the date of the conclusion of such General Meeting of Shareholders.
In addition, if subscription rights to shares are succeeded through an absorption-type merger or consolidation-typemerger, or through a share exchange or share transfer in which Olympus Corporation becomes a wholly owned
subsidiary, Olympus Corporation may adjust the Number of Granted Shares as deemed necessary in accordance withthe merger ratio or other factors.
The amount to be paid in per share that can be delivered by exercising subscription rights to shares shall be ¥1
multiplied by the Number of Granted Shares.
In the event of a merger (only if Olympus Corporation is dissolved in the merger), absorption-type company split orincorporation-type company split (only if Olympus Corporation is split in each case), or share exchange or sharetransfer (only if Olympus Corporation becomes a wholly owned subsidiary in each case) (hereinafter collectively,“Reorganization”), Olympus Corporation shall issue the subscription rights to shares of the stock company listed in
Article 236, Paragraph 1, Item 8 (a) to (e) of the Companies Act (hereinafter “Reorganizing Company”) to holders ofsubscription rights to shares holding subscription rights to shares remaining immediately before the effective date(effective date of an absorption-type merger if an absorption-type merger, date of incorporation of a newly
incorporated company if an incorporation-type merger, effective date of the absorption-type split if absorption-type
split, date of incorporation of a newly incorporated company if an incorporation-type split, effective date of a shareexchange if a share exchange, and the date of incorporation as a wholly owning parent company established through ashare transfer if a share transfer) of Reorganization (hereinafter “Remaining Subscription Rights to Shares”), in eachcase. However, the delivery of the subscription rights to shares of the Reorganizing Company in accordance with thefollowing conditions shall be provided for in the absorption-type merger agreement, incorporation-type merger
agreement, absorption-type company split agreement, incorporation-type company split plan, share exchange
agreement, or share transfer plan.
(1) Number of subscription rights to shares of the Reorganizing Company to be delivered
The same number of subscription rights to shares as the number of Remaining Subscription Rights to Shares heldby the holder of subscription rights to shares shall be delivered to each holder.
(2) Class of shares of the Reorganizing Company to be issued upon exercise of subscription rights to shares
Shares of common stock of the Reorganizing Company.
(3) Number of shares of the Reorganizing Company to be issued upon exercise of subscription rights to shares
To be determined in accordance with Note 2, after taking into consideration the conditions, etc. for
Reorganization.
(4) Value of assets to be contributed upon exercise of the subscription rights to shares(i)
The value of the assets to be contributed upon exercising each subscription rights to shares to bedelivered shall be the amount obtained by multiplying the amount paid in after reorganization set forth in(ii) below by the number of shares of the Reorganizing Company to be issued for each stock subscription
right determined in accordance with (3) above.
(ii)
The amount to be paid in after reorganization shall be ¥1 per share of the Reorganizing Company thatcan be delivered by exercising each stock subscription right to be delivered.
(5) Period during which subscription rights to shares may be exercised
The period from the later of either the start date of the period during which subscription rights to shares may be
exercised set forth in “Exercise period for subscription rights to shares” above or the effective date of
Reorganization, until the date of expiration of the period during which subscription rights to shares may be
exercised set forth in “Exercise period for subscription rights to shares” above.
(6) Matters related to the increase in share capital and capital surplus when shares are issued through the exercise ofsubscription rights to shares(i)
The amount of share capital to be increased when shares are issued upon the exercise of the subscription
rights to shares shall be the upper limit amount of increase in share capital, etc. calculated in accordancewith Article 17, Paragraph 1 of the Regulations on Corporate Accounting, multiplied by 0.5, and any
fractions less than ¥1 resulting from such calculation shall be rounded up.
(ii)
The amount of capital surplus to be increased when shares are issued upon the exercise of thesubscription rights to shares shall be the upper limit amount of increase in share capital, etc. set forth in(i) above minus the amount of increase in share capital set forth in (i) above.
(7) Restrictions on acquisition of subscription rights to shares by transfer
The acquisition of subscription rights to shares by transfer shall require approval by a resolution of the Board of
Directors of the Reorganizing Company.
(8) Acquisition provisions for subscription rights to shares
If any of the proposals (i), (ii), (iii), (iv) or (v) below is approved by the General Meeting of Shareholders (or bya resolution of the Board of Directors if a resolution of a General Meeting of Shareholders is not required),- 64 -

Olympus Corporation may acquire subscription rights to shares without contribution on a date separately
determined by the Board of Directors.
(i)
Proposal to approve a merger agreement under which Olympus Corporation becomes the dissolving
company(ii)
Proposal to approve a company split agreement or an incorporation-type company split plan under which
Olympus Corporation becomes the splitting company(iii)
Proposal to approve a share exchange agreement or share transfer plan under which Olympus
Corporation becomes a wholly owned subsidiary(iv)
Proposal to approve an amendment to the Articles of Incorporation to establish a provision requiring theapproval of Olympus Corporation for the acquisition of all shares issued by Olympus Corporation bymeans of transfer(v)
Proposal to approve an amendment to the Articles of Incorporation to establish a provision that theacquisition of such shares by transfer shall require the approval of Olympus Corporation or that Olympus
Corporation shall acquire all of such class of shares by a resolution of a General Meeting of
Shareholders, as the details for shares to be issued upon exercise of subscription rights to shares
Other conditions for exercising subscription rights to shares
To be determined in accordance with “Conditions for exercising subscription rights to shares” above.

(9)(ii) Rights plans
Not applicable.
(iii) Other subscription rights to shares, etc.
Not applicable.
(3) Exercises of bonds with subscription rights to shares containing a clause for exercise price amendment,
etc.
Not applicable.
(4) Changes in the total number of issued shares, share capital, etc.

Date

Increase(Decrease)in the total
number ofissuedshares(Thousandshares)Balance ofthe total
number ofissuedshares(Thousandshares)Increase(Decrease) inshare capital(Millions ofyen)

April 1, 2019 (Note 1)

1,028,140

1,370,853

July 25, 2019 (Note 2)

62

June 4, 2021 (Note 3)

Balance ofshare capital(Millions ofyen)

Increase(Decrease)in legal
capitalsurplus(Millions ofyen)

Balance oflegal capitalsurplus(Millions ofyen)–

124,606–

91,0261,370,915

37

124,643

37

91,063(71,621)

1,299,294–

124,643–

91,063June 8, 2022 (Note 4)(13,402)

1,285,892–

124,643–

91,063

March 28, 2023 (Note 5)(19,713)

1,266,179–

124,643–

91,063February 29, 2024 (Note 6)(51,032)

1,215,147–

124,643–

91,063

Notes:

1.
2.

3.
4.
5.

Due to the four-for-one stock split.
Due to the paid in issuance of new shares for granting restricted stock compensation.
Issue price: ¥1,205
Amount of capital incorporation: ¥602.5
Allottees: 4 executive officers (including persons those who double as directors), 15 corporate officers
Due to cancellation of treasury shares.
Due to cancellation of treasury shares.
Due to cancellation of treasury shares.

- 65 -

6.
7.

Due to cancellation of treasury shares.
Based on resolution of the Board of Directors meeting held on November 9, 2023, Olympus Corporation canceled
37,446,500 shares of treasury shares on April 30, 2024.

(5) Shareholding by shareholder category
As of March 31, 2024
Status of shares (Number of shares constituting one unit: 100 shares)
Category

Government
Financial
Foreign corporations, etc.
and local
Financial instrument
Other
Individuals
municipal- institutions business corporations Other than Individuals and others
individuals
ities
operators

Number ofshareholders(Persons)

–

59

44

516

838

224

Number ofshares held
(Unit)–

4,368,018

407,527

340,373

5,913,170

2,121

Percentageof shares
held (%)

–

35.95

3.36

2.80

48.67

0.02

Notes:

1.
2.

54,270

Total

Sharesless than
one unit(Shares)

55,951–

1,118,320 12,149,529

193,800

9.20

100.00–Of the 49,514,907 shares of treasury shares, 495,149 units are included in “Individuals and others” and 7 shares areincluded in “Shares less than one unit.”
The figures in “Other corporations” include 41 units held under the name of Japan Securities Depository Center.

(6) Principal shareholders
As of March 31, 2024

Name of shareholders

Location

Number of shares
held(Shares)

Percentage of shares
held against the total
number of issued
shares (excluding
treasury shares) (%)

The Master Trust Bank of Japan,
Ltd. (Trust account)

Akasaka Intercity AIR, 1-8-1 Akasaka,
Minato-ku, Tokyo, Japan

237,227,500

20.35

Custody Bank of Japan, Ltd.
(Trust account)

1-8-12 Harumi, Chuo-ku, Tokyo, Japan

90,256,100

7.74

SMBC Trust Bank Ltd. (Olympus
shares in Sumitomo Mitsui
Banking Corporation’s retirement
benefit trust account)

1-3-2 Marunouchi, Chiyoda-ku, Tokyo, Japan

39,509,300

3.39

SSBTC CLIENT OMNIBUS
ACCOUNT (Standing proxy: The
Hongkong and Shanghai Banking
Corporation Limited Tokyo
Branch)Boston, U.S.A.
(3-11-1 Nihonbashi, Chuo-ku, Tokyo, Japan)

37,975,376

3.26

JP MORGAN CHASE BANK
385632 (Standing proxy: Mizuho
Bank, Ltd.)

London, U.K.
(Shinagawa Intercity A, 2-15-1 Konan,
Minato-ku, Tokyo, Japan)

27,218,957

2.34

STATE STREET BANK WEST
CLIENT - TREATY 505234(Standing proxy: Mizuho Bank,
Ltd.)

North Quincy, U.S.A.
(Shinagawa Intercity A, 2-15-1 Konan,
Minato-ku, Tokyo, Japan)

22,672,912

1.95

STATE STREET BANK AND
TRUST COMPANY 505223(Standing proxy: Mizuho Bank,Ltd.)

Boston, U.S.A.
(Shinagawa Intercity A, 2-15-1 Konan,
Minato-ku, Tokyo, Japan)

21,827,589

1.87

NIPPON LIFE INSURANCECOMPANY

1-6-6 Marunouchi, Chiyoda-ku, Tokyo, Japan

21,258,572

1.82

GOLDMAN, SACHS & CO.
REG (Standing proxy: Goldman
Sachs Japan Co., Ltd.)New York, U.S.A.
(Roppongi Hills Mori Tower, 6-10-1
Roppongi, Minato-ku, Tokyo, Japan)

16,953,644

1.46- 66 -

BNYM AS AGT/CLTS 10PERCENT (Standing proxy:
MUFG Bank, Ltd.)New York, U.S.A.
(2-7-1 Marunouchi, Chiyoda-ku, Tokyo,
Japan)

Total
Notes:

1.

―――

45.56

Percentage of shares held
against the total number ofissued shares (%)

Sumitomo Mitsui Trust Bank, Limited

3,556,000

0.27

Sumitomo Mitsui Trust Asset Management Co., Ltd.

37,309,500

2.87

Nikko Asset Management Co., Ltd.

42,076,100

3.24

82,941,600

6.38

In the Large Shareholding Report dated July 9, 2021, which is available for public inspection, Baillie Gifford & Co andone joint holder are listed as holding the 65,597,033 shares as of June 30, 2021. However, since Olympus Corporationis unable to confirm the number of shares actually held as of March 31, 2024, Gifford & Co and its joint holder are notincluded in the above list of principal shareholders. The details in the Large Shareholding Report are as follows.
Numbers of shares
held (Shares)

Percentage of shares held
against the total number ofissued shares (%)

Baillie Gifford & Co

27,961,656

2.15

Baillie Gifford Overseas Limited

37,635,377

2.90

Total

65,597,033

5.05

Name

In the Large Shareholding Report (change report) dated November 4, 2022, which is available for public inspection,
BlackRock Japan Co., Ltd. and seven joint holders are listed as holding the 78,732,691 shares as of October 31, 2022.
However, since Olympus Corporation is unable to confirm the number of shares actually held as of March 31, 2024,
BlackRock Japan Co., Ltd. and its joint holders are not included in the above list of principal shareholders. The details
in the Large Shareholding Report (change report) are as follows.
Numbers of shares
held (Shares)

Percentage of shares held
against the total number ofissued shares (%)

BlackRock Japan Co., Ltd.

26,958,500

2.10BlackRock Investment Management LLC

1,416,452

0.11BlackRock (Netherlands) BV

2,028,3120.16BlackRock Fund Managers Limited

2,992,359

0.23BlackRock Asset Management Ireland Limited

6,743,472

0.52BlackRock Fund Advisors

19,848,900

1.54BlackRock Institutional Trust Company, N.A.

17,083,072

1.33BlackRock Investment Management (UK) Limited

1,661,624

0.13

78,732,691

6.12

Name

Total
4.

531,032,429

Numbers of shares
held (Shares)

Total

3.

1.38

In the Large Shareholding Report (change report) dated June 21, 2021, which is available for public inspection,
Sumitomo Mitsui Trust Bank, Limited and two joint holders are listed as holding the 82,941,600 shares as of June 15,2021. However, since Olympus Corporation is unable to confirm the number of shares actually held as of March 31,
2024, Sumitomo Mitsui Trust Bank, Limited and its joint holders are not included in the above list of principal
shareholders. The details in the Large Shareholding Report (change report) are as follows.
Name

2.

16,132,479

In the Large Shareholding Report (change report) dated May 10, 2023, which is available for public inspection,
Nomura Asset Management Co., Ltd. and one joint holder are listed as holding the 85,792,527 shares as of April 28,
2023. However, since Olympus Corporation is unable to confirm the number of shares actually held as of March 31,
2024, Nomura Asset Management Co., Ltd. and its joint holder are not included in the above list of principal
shareholders. The details in the Large Shareholding Report (change report) are as follows.
Numbers of shares
held (Shares)

Percentage of shares held
against the total number ofissued shares (%)

NOMURA INTERNATIONAL PLC

2,882,627

0.23

Nomura Asset Management Co., Ltd.

82,909,900

6.55

85,792,527

6.78

Name

Total

- 67 -

(7) Voting rights(i)Issued shares
As of March 31, 2024
Category

Number of shares (Shares)

Number of voting rights

Description

Shares with no voting rights

–

–

–

Shares with restricted voting rights(treasury shares, etc.)

–

–

–

Shares with restricted voting rights (other)

–

–

–

–

–

Shares with full voting rights (treasury
shares, etc.)(Treasury shares)
Commonstock

49,514,900

Shares with full voting rights (other)

Commonstock

1,165,438,000

Shares less than one unit

Commonstock

193,800––

1,215,146,700––

Total number of issued shares
Number of voting rights held by all
shareholders
Notes:

1.
2.
3.

11,654,380–

11,654,380––

Common stock in “Shares with full voting rights (other)” includes 4,100 shares (41 voting rights) held under the nameof Japan Securities Depository Center.
Based on resolution of the Board of Directors meeting held on November 9, 2023, Olympus Corporation canceled
37,446,500 shares of treasury shares on April 30, 2024.
Olympus Corporation conducted the disposal of treasury shares of 180,710 shares based on its subsequent grant-type
restricted stock unit (RSU) system and performance-based stock compensation (PSU) system on June 10, 2024.

(ii) Treasury shares, etc.
As of March 31, 2024
Address of shareholder

Number ofshares held
under own
name (Shares)

Number ofshares held
under thenames ofothers (Shares)

Total number ofshares held
(Shares)

Percentage ofshares held against
the total number ofissued shares (%)(Treasury shares)
Olympus
Corporation

2951 Ishikawa-machi,
Hachioji-shi, Tokyo,
Japan49,514,900–

49,514,900

4.07

Total

–

49,514,900–

49,514,900

4.07

Name ofshareholder

Notes:

1.
2.

Based on resolution of the Board of Directors meeting held on November 9, 2023, Olympus Corporation canceled
37,446,500 shares of treasury shares on April 30, 2024.
Olympus Corporation conducted the disposal of treasury shares of 180,710 shares based on its subsequent grant-type
restricted stock unit (RSU) system and performance-based stock compensation (PSU) system on June 10, 2024.

2. Share Repurchase
Class of Shares: Repurchase of common stock under Article 155, Item 3 of the Companies Act, repurchase ofcommon stock under Article 155, Item 7 of the Companies Act, and repurchase of common stock under
Article 155, Item 13 of the Companies Act(1) Repurchase by resolution of General Meeting of Shareholders
Not applicable.
- 68 -

(2) Repurchase by resolution of Board of Directors
Category

Number of shares (Shares)

Total amount (Yen)

Status of resolutions at meeting of the Board of
Directors (May 12, 2023)(Repurchase period: May 15, 2023 to January 31,
2024)

55,000,000

100,000,000,000

Shares repurchased prior to the current fiscal year––

Shares repurchased in the current fiscal year

51,032,000

99,999,818,834

Number and total amount of residual resolution
shares3,968,000

181,166

7.21

0.00

Shares repurchased during the current period––

Unexercised ratio as of the filing date (%)

7.21

0.00

Unexercised ratio at the end of the current fiscal year(%)

Category

Number of shares (Shares)

Status of resolutions at meeting of the Board of
Directors (November 9, 2023)(Repurchase period: November 10, 2023 to March
31, 2024)

Total amount (Yen)

53,000,000

Shares repurchased prior to the current fiscal year

80,000,000,000––

Shares repurchased in the current fiscal year

37,446,500

79,999,783,550

Number and total amount of residual resolution
shares15,553,500

216,450

29.35

0.00

Unexercised ratio at the end of the current fiscal year(%)
Shares repurchased during the current period
Unexercised ratio as of the filing date (%)

Category

–

–

29.35

0.00

Number of shares (Shares)

Status of resolutions at meeting of the Board of
Directors (May 10, 2024)(Repurchase period: May 13, 2024 to December 31,
2024)

Total amount (Yen)

60,000,000

100,000,000,000

Shares repurchased prior to the current fiscal year––

Shares repurchased in the current fiscal year––

Number and total amount of residual resolution
shares––

Unexercised ratio at the end of the current fiscal year
(%)

–

–

Shares repurchased during the current period (Note
1)

0

0

Unexercised ratio as of the filing date (%) (Note 2)

100.00100.00Notes:

1.
2.

The number of shares repurchased during the current period does not include shares acquired from June 1, 2024 to thefiling date of this Annual Securities Report.
The unexercised ratio as of the filing date is calculated without including shares acquired from June 1, 2024 to thefiling date of this annual securities report.

- 69 -

(3) Repurchase not based on resolution of General Meeting of Shareholders or of Board of Directors
Category

Number of shares (Shares)

Total amount (Yen)

Shares repurchased in the current fiscal year

1,619

2,098,910

Shares repurchased during the current period

100

233,752

Notes:

1.
2.

639 shares of shares repurchased during the current fiscal year were acquired without contribution under the restricted
stock compensation plan.
The number of shares repurchased during the current period does not include shares due to the purchase of shares lessthan one unit from June 1, 2024 to the filing date of this Annual Securities Report.

(4) Disposition and holding of treasury shares
Current fiscal year
Category

Total amount ofdisposal value(Yen)

Number of shares(Shares)

Treasury shares solicited to subscribers

Current period
Number of shares(Shares)

Total amount ofdisposal value
(Yen)

–

–

–

–

51,032,000

104,795,495,596

37,446,500

77,161,056,403

–

–

–

–

Other (disposal of treasury sharespertaining to the exercising ofsubscription rights to shares)

20,40043,362,065

1,600

3,296,909

Other (disposal of treasury sharespertaining to restricted stockcompensation)

554,030

1,231,608,690––

Number of treasury shares held

49,514,907–

12,066,907–

Treasury shares disposed of forcancellation
Treasury shares transferred in connection
with a merger, share exchange, shareissuance, or corporate split

Notes:

1.
2.

The number of treasury shares held during the current period does not include shares due to the repurchase of shares of
Olympus Corporation and disposal of treasury shares from June 1, 2024 to the filing date of this Annual Securities
Report.
Olympus Corporation conducted the disposal of treasury shares of 180,710 shares based on its subsequent grant-type
restricted stock unit (RSU) system and performance-based stock compensation (PSU) system on June 10, 2024.

3. Dividend Policy
In order to achieve sustainable growth of the Olympus Group, we prioritize the allocation of our cash toinvestments in growth drivers and carry out investment for profitable, organic growth and strategic investment
for growth opportunities. Our policy is to increase dividends stably and gradually and to implement buybackof company shares flexibly based on investment opportunities and cash conditions.
In accordance with the above policy, Olympus Corporation has decided to pay a year-end dividend of ¥18 pershare for the current fiscal year, increased by ¥2 from the previous fiscal year by a resolution at the meeting of
the Board of Directors held on May 10, 2024. Effective date and payment start date are June 5, 2024.
Olympus Corporation’s Articles of Incorporation provide that Olympus Corporation may pay dividends fromretained earnings, etc. by a resolution of the Board of Directors, pursuant to Article 459, Paragraph 1 of theCompanies Act. There is no provision regarding the number of times dividends can be paid each fiscal year.
In addition, Olympus Corporation is subject to consolidated dividend regulations.
Resolution
Board of Directors meeting
held on May 10, 2024

Total dividends(Millions of yen)

Dividend per share(Yen)

20,98118- 70 -

4. Corporate Governance, etc.
(1) Overview of corporate governance
As of the filing date of the Annual Securities Report (June 20, 2024)(i)

Basic Concepts Regarding Corporate Governance[Basic Policy on Corporate Governance]
All our activities are based on “Making people’s lives healthier, safer and more fulfilling.” asstated in our corporate philosophy. Following this philosophy, we aim for the Olympus Group’s
continuous development and medium- and long-term corporate value improvement for all
stakeholders, including shareholders.
Basic Concepts Regarding Corporate Governance
Based on our fiduciary responsibility to shareholders and our responsibility to stakeholders
including clients, employees and local communities, etc. as well as the above corporate
philosophy, our company has implemented basically the principles of the Corporate
Governance Code and developed this policy with the aim of realizing effective corporate
governance.
1. Securing Shareholders’ Rights and Equality
(1)
(2)
(3)

(4)

(5)

Securing Shareholders’ Rights
We respect shareholders’ rights and secure their substantial equality.
Exercise of Rights at the General Meeting of Shareholders
We take appropriate steps to improve the environment pertaining to the exercise ofrights at the General Meeting of Shareholders.
Basic Capital Policy
In order to enhance corporate value, our basic capital policy is to provide continuous
shareholder returns, with priority given to investment in growth areas, based on thepremise of securing a stable financial base. In addition, we explain this policy indialogue with shareholders/ investors.
Cross-Shareholdings
If it is judged that listed shares will contribute to the improvement of the Olympus
Group’s corporate value in the mid- to long-term, then, upon verifying the economic
rationality and the future prospects for the mid- to long-term, we will hold listed shares.
Every year, the Board of Directors will assess the suitability of ownership of such listed
shares, considering comprehensively the purpose of and the risks and benefits associatedwith the holdings, and may gradually reduce such shares that we judge not to be suitablefor continued ownership. In order to exercise shareholders’ rights as to their holdings,
we will exercise our voting rights on all agenda items, and from the viewpoint of
improving the mid- to long-term corporate value of an enterprise issuing such shares,
will consider said enterprise’s financial condition and decide appropriately about
whether to approve or disapprove each agenda item.
Related Party Transactions
In the case of conducting related party transactions, the approval of the Board of
Directors of Olympus Corporation or its applicable majority owned subsidiary company
involved in the transaction is required to be obtained, all in accordance with the “Job
Authority Rules” and any other related rules. Its applicable majority-owned subsidiarycompany is required to report to Olympus Corporation after obtaining approval from theregional headquarters.

- 71 -

2. Cooperation with Stakeholders other than Shareholders
Under “Making people’s lives healthier, safer and more fulfilling.” as stated in our corporate
philosophy, we endeavor to cooperate as appropriate with various stakeholders including
employees, clients, business connections, creditors and local communities.
(1)
Formulate and Implement the Code of Conduct
We will present our values regarding appropriate cooperation with stakeholders, respect
for their interests, and ethics for sound business activities, and stipulate and implement a
code of conduct to be complied with by such members. Specifically, we have formulated
the “Corporate Philosophy,” “Our Behaviors” and the “Olympus Global Code of
Conduct” as a code of conduct for all groups, and have widely disseminated themamong all officers and employees who belong to the Olympus Group.
(2)
Basic Concepts on Sustainability Related Initiatives
Based on our corporate philosophy, the Olympus Group identifies important ESG areasand important issues (materiality) on which we should focus and strives to resolve
various social and environmental issues through its business.
(3)
Ensuring Diversity within the Company
We promote diversity, equity and inclusion throughout the Olympus Group, andregardless of our people’ age, gender, race, sexual orientation, gender identity,socioeconomic status, ethnicity, (dis)ability, nationality and culture, language, religion,
opinions, political stance, and career backgrounds, we provide diverse human resources
with appropriate opportunities and opportunities to excel.
(4)

(5)

Whistleblowing
We appoint a supervisor responsible for compliance-related matters. Furthermore, wehave established a global contact desk which is available 24 hours a day in multiple
languages for any employees and external stakeholders and which is in addition to local
internal compliance-related reporting systems in each region. The supervisor responsible
for compliance-related matters reports the status of use thereof to the Audit Committee
regularly and to the Board of Directors as necessary.
Roles of Corporate Pension Funds as Asset Owners
We manage corporate pension funds through the Olympus Corporate Pension Fund. The
Olympus Corporate Pension Fund arranges investment trusts and pension insurance
policies and outsources their management to financial institutions in accordance with
policies and portfolios approved by the Asset Management Committee, which consistsof personnel, accounting and financial experts. The Olympus Corporate Pension Fundmonitors its investment status, including stewardship activities, on a regular basis.

3. Complete Information Disclosure and Secured Transparency
(1)

(2)

Complete Information Disclosure
Under the basic concept for all corporate activities, “Making people’s lives healthier,safer and more fulfilling.” as stated in our corporate philosophy, we will disclose
corporate information, such as management policy, financial condition, status ofbusiness activities and sustainability in a fair, timely, appropriate and active manner forthe purpose of obtaining all stakeholders’ correct understanding and trust.
External Accounting Auditor
Our Audit Committee establishes evaluation standards for Accounting Auditor andconfirms the appropriateness of audit quality, independence, etc. in accordance with thestandards above.

4. Responsibility of the Board of Directors, etc.
(1)

Role of the Board of Directors
The Board of Directors determines basic management policy, matters related to theinternal control system, and other important matters, and monitors directors andexecutive officers, in the execution of their duties.

- 72 -

(2)Qualification of Directors
Having high ethical standards as well as the experience, knowledge and ability required
to create mid- to long-term corporate value, our directors spend a sufficient amount oftime for the Board of Directors in order to fulfill their own obligations andresponsibilities.

(3)

Diversity of the Board of Directors
We consider the diversity of the composition of the Board of Directors in terms ofinternationality, gender, career and age, as well as experience, knowledge and ability,
etc.

(4)

Scale of the Board of Directors
Based on the Olympus Group’s scale and business lines, we maintain an appropriate
number of members, 15 or fewer persons, as stipulated in the Articles of Incorporation,in order to effectively and efficiently exercise the functions of the Board of Directors.

(5)

Independent Outside Director
From the viewpoint of increasing the monitoring functions of the Board of Directors,
more than half of the directors are independent outside directors. The independence
standards are set forth by the Nominating Committee.

(6)Chairperson of the Board of Directors
For the purpose of securing the monitoring function of the Board of Directors, an
independent outside director serves as the chairperson of the Board of Directors.

(7)

Committees for Nomination, Compensation and Audit
The Board of Directors shall set up a Nominating Committee, Compensation Committee
and Audit Committee.
Nominating Committee• The Nominating Committee shall deliberate matters related to human resources at thedirector and executive officer level, and shall determine the content of proposals
submitted to the General Meeting of Shareholders in relation to the appointment anddismissal of directors.
• The Nominating Committee consists of three or more committee members selectedfrom among the directors by the Board of Directors, and independent outside
directors constitute the absolute majority thereof. An independent outside director
serves as the chairperson.
Compensation Committee• The Compensation Committee shall deliberate directors’ and executive officers’
compensation related matters, etc., and prescribe policy in relation to determining thedetails of compensation, etc. for individuals, and in accordance with the policy,
determine the contents of compensation, etc. for individuals.
• The Compensation Committee consists of three or more committee members selectedfrom among the directors by the Board of Directors, and independent outside
directors constitute the absolute majority thereof. An independent outside director
serves as the chairperson.

- 73 -

Audit Committee• The Audit Committee shall carry out the following duties.
1) Auditing the execution of duties by executive officers and directors, and creating
audit reports
2) Determining the content of proposals relating to the appointment, dismissal andnon-reappointment of Accounting Auditors
3) Other duties prescribed by law or by the Articles of Incorporation, and othermatters recognized as necessary by the Audit Committee• The Audit Committee consists of at least three individuals selected from among thedirectors by the Board of Directors, of whom more than half shall be independent
outside directors. The chairperson of the committee shall be an independent outside
director. Moreover, at least one member shall be an individual who possesses
extensive knowledge related to financial and accounting.
(8)

Appointment Process of the Directors
The Nominating Committee shall deliberate director candidates while making reference
to the selection criteria, hold interviews, and determine the content of proposals
submitted to the General Meeting of Shareholders in relation to the appointment anddismissal of directors.

(9)

Fostering and Deciding the CEO’s Successor
The Nominating Committee periodically discusses a succession plan for the CEO.
As for determining the successor, the Nominating Committee discusses whether the
candidates have qualifications that are suitable for the CEO, and provides opinions andadvice to the Board of Directors. Thereafter, the successor is decided by the Board of
Directors.

(10)

Compensation System
Regarding officers’ compensation (directors and executive officers), the basic policy is
to provide compensation that is suited to their duties, and to increase the awarenessamong the officers in order to: “Meet expectations of various stakeholders by aiming tomaximize corporate values.” Based on said policy, the Compensation Committee
focuses on appropriately setting the compensation ratio linked to short and mid- andlong-term performance, and decides officers’ compensation.

(11)

Management of the Board of Directors Meeting
For the purpose of deciding on important matters and monitoring business operations,
agenda items for, time of, and the frequency of holding the Board of Directors meetingare set in order to facilitate necessary and sufficient discussion. In order to facilitate
constructive discussions and the exchange of opinions at the Board of Directors meeting,materials are sent regarding matters to be discussed and matters to be reported at theBoard of Directors meeting in consideration of the time required for the attendees toprepare for the Board of Directors meeting. Moreover, the Board of Directors meetingschedule and expected agenda items are prepared in advance.

(12)

Assembly for Outside Directors Only
We hold an “Executive Session,” which is held after the conclusion of every Board of
Directors meeting and an “Opinion Exchange Meeting for outside directors,” which isheld four times a year (once per quarter). These are meetings in which only outside
directors can participate. At each meeting, the outside directors aim to share theirrecognition while extracting management issues and providing feedback on the details tothe executive officers.

- 74 -

(13)Evaluation of the Board of Directors Meeting
Every year, the effectiveness of the Board of Directors is analyzed and evaluatedincluding a third party’s perspectives, and we aim to improve the effectiveness of theBoard of Directors by extracting the issues and aiming for improvements, as necessary.
Most importantly, we aim to improve our sustainable growth and medium- to long-term
corporate value. An overview of the evaluation result is released.

(14)

Information Acquisition and Support System• We endeavor to actively provide the directors with information helpful for effectively
fulfilling their roles and duties.
• The outside directors of Olympus Corporation may, whenever deemed necessary or
appropriate, request an explanation or report from inside directors, executive officers
or employees, or request the submission of internal materials.
• We are working to stimulate discussions at the Board of Directors, providing outside
directors with explanation of agendas in advance and setting opportunities for debate
about strategy, as necessary.
• We establish a secretariat with appropriate personnel at the Board of Directors, theNominating Committee, the Compensation Committee and the Audit Committee toenable the Board of Directors and each director, and each Committee and eachcommittee member to properly execute their duties.

(15)

Training for Directors
The directors endeavor to improve themselves including by acquiring and updating, etc.
their knowledge in order to fulfill their roles and duties. We provide newly-appointed
outside directors with various programs for acquiring knowledge concerning Olympus
Corporation, including tours to our business office and factory, as well as study groups
on our business, etc.

5. Dialogue with Shareholders(1)

Policy for Constructive Dialogue with Shareholders
For the purpose of our continuous development and improvement of mid- to long-term
corporate value, the Board of Directors has stipulated and announced the Policy for
Improving the System and Initiatives for Promoting Constructive Dialogue with
Shareholders/Investors.

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Policy for Improving the System and Initiatives for Promoting Constructive Dialogue
with Shareholders/Investors
1) Basic Policy
For the purpose of our continuous development and improvement of mid- to longterm corporate value, we, centering on the CEO and the CFO, actively conduct
constructive dialogue with shareholders/investors (hereinafter, “Shareholders, etc.”).
The IR function assists such initiatives through internal information exchange andimproving the system for providing shareholders’ opinions as feedback, etc. to theupper management team.
In our dialogue with Shareholders, etc., we shall comply with the laws and the
Financial Instruments Exchange rules, and shall disclose information in compliance
therewith. We shall also proactively disclose those information which may have amaterial impact on our corporate value evaluation in accordance with Fair Disclosure
Rules and the Internal Information Disclosure Criteria regardless whether suchdisclosure is not required by the laws or the rules.
2) Policy for Dialogue by the CEO and the CFO
The CEO and the CFO play a central role in conducting overall dialogue with
Shareholders, etc. toward the realization of constructive dialogue. Specifically, in
addition to investor meetings such as corporate strategy presentation, Investor Day,and financial results announcement, we proactively provide opportunities for direct
dialogue with Shareholders, etc. through individual and group meetings, domestic
and international road shows on a regular basis, and participation in conferences
hosted by securities firms.
3) Policy for IR Activities by the IR Function
By putting the IR function in charge of IR activities, we actively implement IR
activities toward solid dialogue with Shareholders, etc. Specifically, in addition to
conducting individual interviews at any time as requested by Shareholders, etc., wewill regularly implement IR events, such as briefing sessions for individual investors
and facility tours. Moreover, we will actively provide information to Shareholders,etc. through the website, integrated reports, business reports for shareholders and theConvocation of the General Meeting of Shareholders, etc.
4) Policy for Internal Information Exchange by the IR Function
The IR function, as needed, exchanges information with relevant departments andeach business units on a daily basis, and establishes a project team if necessary, inorder to build a coordinated collaboration system. Moreover, the IR function reports
opinions and concerns of Shareholders, etc. obtained from dialogue with
Shareholders, etc. centering on institutional investors at the Group Executive
Committee as well as the Board of Directors meeting, if necessary. Thereafter, thecontents of such opinions and concerns will be discussed.
5) Policy for Insider Information Management in Dialogue with Shareholders, etc.
In accordance with the Internal Regulations, insider information is strictly managed.
When engaging in dialogue with Shareholders, etc., the IR function issues a reminder
to the person in charge of the dialogue, thereby preventing the divulgence of insider
information.
(2)

Establishment and Disclosure of Corporate Strategy
We shall formulate, announce, and implement corporate strategy to aim for sustainablegrowth and medium- to long-term corporate value improvement, including theestablishment of management indices and appropriate allocation of management
resources with an awareness of cost of capital, return on capital, and stock price, andshall actively engage in constructive dialogue with shareholders/investors.

6. Revision and Abolition of This Policy
Revision and abolition of this policy shall be subject to a resolution of the Board of Directors.
The Olympus Group’s IR activities are outlined below.
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The Olympus Group has established a dedicated investor relations department to fulfill its
corporate accountability and ensure management transparency. Olympus Corporation focuseson information disclosure in order to gain the correct understanding and trust of investors andvarious other stakeholders in the Olympus Group, as well as to realize appropriate corporate
value. We hold financial results briefings each quarter for investors and analysts at which the
Representative Executive Officer and executive officers directly explain management policies,
business activities, and other corporate information. In addition, IR interviews and conference
calls are held for investors and analysts each quarter. Olympus Corporation has been engagedin IR activities for overseas investors since the early 1970s, actively disclosing information,
including visits to local investors by the (then) Representative Director and other officers incharge, etc. participation in conferences, and the disclosure of all information in English withthe same level of content and timing as the Japanese version.
Since 2016, Olympus Corporation has been holding events at which the (then) Representative
Director and other officers in charge, etc. explain our medium- and long-term company andbusiness strategies to investors and others. In 2023, to strengthen our position as a global
MedTech company and realize our Corporate Philosophy, “Making people’s lives healthier,safer and more fulfilling,” we announced a new company strategy. In addition, we are working
to enhance our IR information by preparing and posting on our website “Olympus Medical
Business,” which introduces the Olympus Group’s products and strengths, etc. in the medical
field.

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(ii) Overview of the Corporate Governance System and Reasons for Adopting the System
Olympus Corporation is a company with a Nominating Committee, etc. We strive to strengthen
governance, further improve transparency, and accelerate and streamline decision-making inbusiness execution through a clear separation of management monitoring and execution.
[Corporate Governance Structure (as of the filing date of the Annual Securities Report)]
Our corporate governance structure is shown in the following diagram.

* Olympus Corporation established the Quality Assurance and Regulatory Affairs (QA&RA) Committee as an
optional committee in April 2023 to oversight and report on the progress of the establishment of the quality
assurance and regulatory affairs (QA&RA) structure required of a global MedTech company, from theperspective of compliance with relevant laws and regulations, collaboration among internal functions, andsecuring human and other resources.

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The composition of the Board of Directors and each committee is as follows.
Position

Name

Board ofDirectors

Nominating
Committee◎◎

Independent
Outside Director

Sumitaka Fujita

Independent
Outside Director

Yasumasa Masuda

Independent
Outside Director

David Robert Hale○

Independent
Outside Director

Jimmy C. Beasley○

Independent
Outside Director

Sachiko Ichikawa○

Independent
Outside Director

Yasushi Shingai○

Independent
Outside Director

Kohei Kan○

Independent
Outside Director

Gary John Pruden○○

Independent
Outside Director

Tatsuro Kosaka○○

Independent
Outside Director

Luann Marie Pendy○

Director

Yasuo Takeuchi○

Director

Stefan Kaufmann○

Director

Toshihiko Okubo○○

Compensation
Committee

◎
○
○
◎

○

○
○

○ indicates member, ◎ indicates the chair (Chairperson of the Board of Directors or Committee).

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Audit
Committee○

[Board of Directors]

Purpose and authority, etc.

• The Board of Directors convenes at least once every three months and whenneeded. The Board of Directors determines matters related to basic policies ofmanagement and internal control systems and other important matters, andmonitors the execution of the duties of directors and executive officers, etc.
• The Board of Directors is chaired by an independent outside director. We expectthat outside directors will monitor management from the perspective of achieving
sustainable growth of Olympus Corporation and enhancing corporate value overthe medium to long term as entrusted by shareholders, and will provide advice
based on their own knowledge.
• We proactively provide directors with information to enable the effective
execution of their roles and duties. The outside directors may at all times whenneeded or when considered appropriate require clarifications, reports or thesubmission of internal documents from internal directors, executive officers,
corporate officers, and employees, so as to strengthen the functions of
information transmission and monitoring and to create systems to ensure thesoundness of management.

Considerations for thecurrent fiscal year

• Matters related to Olympus Corporation’s basic management policy; e.g.
corporate strategy, business plans, performance forecasts and Basic Policy on theInternal Control System, etc.
• Matters related to Corporate Governance (Status report for each business, status
reports for initiatives in governance, risk, compliance, and quality control, status
report on the execution of the ESG strategy, status report on IR activities, internal
audit plans and report on the 2024 Noto Peninsula Earthquake, evaluation of theeffectiveness of the Board of Directors, executive structure for the next term,
etc.)• Matters related to the status of activities of each Committee; e.g. audit plans of
the Audit Committee and its status of activities, matters discussed at theCompensation Committee, and sharing of other committee proceedings, etc.
In addition to the above, the Chairperson of the Board of Directors reports on
matters to be discussed at the meeting of the Group Executive Committee asnecessary and the Board of Directors regularly receives status reports on theexecution of duties from executive officers.

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Attendance at meetings during the current fiscal year was as follows.
Position

Name

Attendance at meetings

Chairperson of Board of Directors /Independent Outside Director

Sumitaka Fujita

14 of 14 (100%)

Independent Outside Director

Yasumasa Masuda

13 of 14 (92.9%)

Independent Outside Director

David Robert Hale

14 of 14 (100%)

Independent Outside Director

Jimmy C. Beasley

14 of 14 (100%)

Independent Outside Director

Sachiko Ichikawa

14 of 14 (100%)

Independent Outside Director

Yasushi Shingai

14 of 14 (100%)

Independent Outside Director

Kohei Kan

14 of 14 (100%)

Independent Outside Director

Gary John Pruden

14 of 14 (100%)

Independent Outside Director

Tatsuro Kosaka

11 of 11 (100%)(Assumed the post of director in
June 2023)

Independent Outside Director

Luann Marie Pendy

11 of 11 (100%)(Assumed the post of director in
June 2023)

Director

Yasuo Takeuchi

14 of 14 (100%)

Director

Stefan Kaufmann

14 of 14 (100%)

Director

Toshihiko Okubo

11 of 11 (100%)(Assumed the post of director in
June 2023)

Independent Outside Director

Tetsuo Iwamura

3 of 3 (100%)(Retired from the post of director in
June 2023)

Director

Nobuyuki Koga

3 of 3 (100%)(Retired from the post of director in
June 2023)[Nominating Committee]

Purpose and authority, etc.

• The Nominating Committee deliberates matters related to human resources at thedirector and executive officer level, and determined the content of proposals
submitted to the general meeting of shareholders in relation to the appointment
and dismissal of directors.
• The Nomination Committee shall consist of at least three members selected fromamong directors by the Board of Directors, and the majority shall be independent
outside directors. In addition, the chairperson shall be an independent outside
director.

Considerations for thecurrent fiscal year

• In considering the plan for the composition of the Board of Directors, theNominating Committee updated a matrix of the experience and knowledge
required of our directors.
• Regarding the selection of candidates for directors, outside consultants wereused, and deliberations and interviews were conducted according to the selection
criteria after considering the composition of Olympus Corporation’s Board of
Directors.
• Regarding the selection plan for executive officers, the Nominating Committee
discussed their suitability and made decisions after a year-long evaluation andselection process• Regarding the succession plan for executive officers, the Nominating Committee
discussed whether the candidates possessed the desired experience andknowledge in accordance with expected roles in the execution of duties at
Olympus Corporation.

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Attendance at meetings during the current fiscal year was as follows.
Position

Name

Attendance at meetings

Nominating Committee Chairperson
Sumitaka Fujita(Independent Outside Director)

13 of 13 (100%)

Nominating Committee Member(Independent Outside Director)

Gary John Pruden

10 of 11 (90.9%)(Assumed the post of Committee
Member in June 2023)

Nominating Committee Member(Independent Outside Director)

Tatsuro Kosaka

11 of 11 (100%)(Assumed the post of Committee
Member in June 2023)

Nominating Committee Member(Director)

Stefan Kaufmann

11 of 11 (100%)(Assumed the post of Committee
Member in June 2023)

Nominating Committee Member(Independent Outside Director)

David Robert Hale

2 of 2 (100%)(Retired from the post of Committee
Member in June 2023)

Nominating Committee Member(Independent Outside Director)

Yasushi Shingai

2 of 2 (100%)(Retired from the post of Committee
Member in June 2023)

Nominating Committee Member(Director)

Yasuo Takeuchi

2 of 2 (100%)(Retired from the post of Committee
Member in June 2023)[Compensation Committee]

Purpose and authority, etc.

• The Compensation Committee considers matters related to compensation for
directors and executive officers, establishes the policy for the content of
individual compensation, etc., and determines the details for compensation ofeach director and executive officer according to this policy• The Compensation Committee shall consist of at least three members selectedfrom among directors by the Board of Directors, and the majority shall be
independent outside directors. In addition, the chairperson shall be an
independent outside director.

Considerations for thecurrent fiscal year

• Details about compensation for directors and executive officers were determined.
As described in “(4) Compensation for Officers, etc. (iii) Compensation
Committee.”

Attendance at meetings during the current fiscal year was as follows.
Position

Name

Attendance at meetings

Compensation Committee
Chairperson (Independent Outside
Director)

Yasushi Shingai

11 of 11 (100%)(Assumed the post of Committee
Chairperson in June 2023)

Compensation Committee Member(Independent Outside Director)

Jimmy C. Beasley

11 of 11 (100%)Compensation Committee Member(Independent Outside Director)

Luann Marie Pendy

8 of 8 (100%)(Assumed the post of Committee
Member in June 2023)

Compensation Committee
Chairperson (Independent Outside
Director)

Tetsuo Iwamura

3 of 3 (100%)(Retired from the post of Committee
Member in June 2023)

Compensation Committee Member(Independent Outside Director)

Gary John Pruden

3 of 3 (100%)(Retired from the post of Committee
Member in June 2023)- 82 -

[Audit Committee]
1)

Purpose and authority, etc.

Audits on how executive officers and directors execute their duties, andpreparing audit report2) Determining proposal contents for appointing, dismissing, and refusing
reappointment of the accounting auditor
3) Other duties stipulated in laws and regulations and the Articles of Incorporation,and other matters determined to be necessary by the Audit Committee• The Audit Committee shall consist of at least three members selected fromamong directors by the Board of Directors, and the majority shall be independent
outside directors. In addition, the chairperson shall be an independent outside
director. At least one member shall have an extensive understanding of financeand accounting operations.

Considerations for thecurrent fiscal year

As described in “(3) Audits b. Status of the Audit Committee’s activities.”

Attendance at meetings during the current fiscal year was as follows.
Position

Name

Attendance at meetings

Audit Committee Chairperson(Independent Outside Director)

Yasumasa Masuda

27 of 27 (100%)

Audit Committee Member(Independent Outside Director)

Sachiko Ichikawa

27 of 27 (100%)

Audit Committee Member(Independent Outside Director)

Kohei Kan

27 of 27 (100%)

Standing Audit Committee Member(Director)

Toshihiko Okubo

19 of 19 (100%)(Assumed the post of Committee
Member in June 2023)

Standing Audit Committee Member(Director)

Nobuyuki Koga

8 of 8 (100%)(Retired from the post of Committee
Member in June 2023)[Executive Officers]
Executive officers are comprised of the following ten persons: Executive Chairperson, President
and Chief Executive Officer (CEO), Endoscopic Solutions Division Head, Therapeutic Solutions
Division Head, Chief Financial Officer (CFO), Chief Strategy Officer (CSO), Chief Manufacturing
and Supply Officer (CMSO), Chief Technology Officer (CTO), Chief Quality Officer (CQO), andChief Human Resources Officer (CHRO), who accelerate and streamline the decision-making
processes in the Olympus Group and centrally manage risk management across the Olympus
Group.
(iii) Other Matters Related to Corporate Governance[Basic approach to the internal control system and status of such development]
The following is a summary of the details of the system resolved by the Board of Directors for asystem to ensure the appropriateness of the Olympus Corporation’s operations and the status ofoperation of such system.
All activities of Olympus Corporation are based on our Corporate Philosophy, “Making people’s
lives healthier, safer and more fulfilling.”
Olympus Corporation, based on this basic concept, shall prepare and operate a framework which
ensures the effectiveness and efficiency of operations and appropriateness and reliability offinancial reporting of Olympus Corporation and its subsidiaries (hereinafter, “the Olympus
Group”), and make continuous improvements.

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I

Framework to ensure the appropriateness of business operations in the Olympus Group
1. Framework to ensure that the execution of duties by Olympus Corporation’s executive
officers and employees and by the directors and employees of subsidiaries complies withapplicable laws and regulations and the Articles of Incorporation(1) Olympus Corporation shall establish “Management Basic Policy,” basic policy the Boardof Directors relies on when the Board of Directors monitors the execution of duties of
directors and executive officers. Furthermore, it shall establish the Olympus Global Codeof Conduct and internal corporate regulations for quality, product safety, and export
control, etc., based on the Corporate Philosophy, and shall instill the policies and facilitate
initiatives to raise awareness of compliance in the Olympus Group through continuing
education and other measures.
(2) Olympus Corporation shall also establish a compliance promotion system by appointing an
officer in charge of compliance and establishing a function in charge of group-wide
compliance. The function in charge of group-wide compliance shall be responsible foractivities toward the improvement of the group compliance system based on the Global
Compliance Management System. In addition, whole Olympus Group shall continuously
conduct education of employees and measures relating to assessment. Furthermore, within
the Olympus Group, if there is or may be a violation of laws and regulations, etc., a global
contact desk which can be available 24 hours a day in multiple languages, and a local
hotline contact desk in each region will receive the report of them.
(3) Olympus Corporation shall set up an internal audit function reporting directly to the Chief
Executive Officer. The internal audit function shall conduct audits to verify theeffectiveness of the various processes for risk management, control and governance within
the Olympus Group in accordance with the internal audit regulations. The internal audit
function shall report the results of internal audits to the Chief Executive Officer and the
Audit Committee.
(4) In order to ensure the appropriateness and reliability of financial reporting of the Olympus
Group, the internal audit function shall continue to conduct improvement activities byregularly evaluating its efforts and operations to ensure that control activities relating tofinancial reporting function effectively under the internal control system.
(5) Olympus Corporation shall be responsible for working with lawyers, the police and otherparties to systematically stand firm against anti-social forces and organizations which
threaten societal order and safety. The Olympus Group continuously shall conduct
measures for excluding anti-social forces and prepare relevant rules and regulations inorder to maintain its social responsibility to exclude anti-social forces.

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<Overview of Status of Management>(1) Olympus Corporation has established the “Management Basic Policy,” basic policy
the Board of Directors relies on when the Board of Directors monitors the executionof duties of directors and executive officers. In addition, it has established the
Olympus Global Code of Conduct and internal corporate regulations for quality,
product safety, and export control, etc., based on the Corporate Philosophy. In
addition, in order to instill the contents of this policy, we implement training, elearning and other educational programs, as well as employee-participatory
campaigns and other initiatives. Furthermore, as a global MedTech company, we
consider patient safety to be our top priority, and we have stepped up efforts toinstill this as part of our corporate culture, such as including “Patient Focus” in “OurCore Values” as part of our corporate philosophy, as well as by setting performancegoals for all employees that focus on patient safety.
(2) Under direction of the Chief Compliance Officer, Olympus Corporation regularly
holds meetings and checks globally important measures. In addition, it provided
compliance training to employees of the Olympus Group. Furthermore, it has
familiarized employees with the whistleblowing system, and Olympus Corporation
accepts reports through our global reporting desk, which is available 24 hours a day,365 days a year by phone or online in multiple languages, as well as through our
regional internal reporting desk.
(3) The internal audit function makes proposals to the Board of Directors and the Audit
Committee for discussion in accordance with the internal audit regulations, andreports the audit implementation status and others to the CEO, the Group Executive
Committee, and the Audit Committee.
(4) Olympus Corporation reports the internal control evaluation implementation policyof financial reports and its management status to the Board of Directors, the CEO,the Group Executive Committee, and the Audit Committee.
(5) Olympus Corporation conducts measures for excluding anti-social forces, such as
investigations on transactions of the Olympus Group in accordance with the rules
for excluding anti-social forces.
2. Framework regarding the maintenance of records and management of information in relation
to performance of duties by executive officers of Olympus(1) Pursuant to laws and regulations and the internal rules on document management in eachregion, Olympus Corporation shall maintain and manage documents or electronic data.
(2) Directors may access important documents such as the minutes of a meeting of the Boardof Directors and documentary approvals when necessary based on the internal rules on
document management.
<Overview of Status of Management>(1) Pursuant to laws and regulations and the internal rules on document managementin each region, Olympus Corporation saves the minutes of the Board of Directors’
meetings and other important documents and electromagnetic information
pertaining to the execution of duties by executive officers.
(2) Olympus Corporation stipulates that directors may access important documents
when necessary.
3. Regulations and other framework relating to managing risks of loss of the Olympus Group(1) Olympus Corporation shall manage its business risks of the Olympus Group based on due
deliberations held at meetings of the Board of Directors and the Group Executive
Committee, among other meetings, and appropriate operation of the internal approval
procedure.
The Board of Directors shall determine basic management policy, matters related to theinternal control system, other important matters and important matters related to businessexecution, as well as deciding matters to delegate to executive officers. Also, for importantmatters not decided by the Board of Directors, executive officers shall make a decision,and make a report to the Board of Directors.
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(2) Olympus Corporation shall manage risks such as those relating to quality, product safety,
export control, information security, health and safety, the environment and disasters bydesignating functions in charge, establishing internal corporate regulations, working forpreventive risk management as the Olympus Group, and implementing education andtraining.
(3) Based on the Internal Control Rules and other related rules, Olympus Corporation shallprevent the emergence of serious risks resulting from the business activities of the
Olympus Group, and shall create, operate appropriately, and manage a risk management
system to minimize damage in the event of such risks emerging.
Moreover, pursuant to the Risk Management Operation Rules, each function in charge in
the Olympus Group shall be aware of risks and take preventative measures, and Olympus
Corporation has a framework which enables prompt actions in the event of an emergency.
In the event of a violation of corporate ethics, or an earthquake, fire or accident, thefunction in charge shall make immediate reports to the executive officers and relevant
people. The final determination in such circumstance shall be made by the Chief Executive
Officer.
<Overview of Status of Management>(1) Olympus Corporation makes a proposal to the Board of Directors for resolution ofsignificant matters of the Olympus Group, such as corporate strategy and businessplans, following sufficient deliberations at meetings of the Group Executive
Committee. Executive officers make decisions on matters delegated by the Boardof Directors in accordance with the Job Authority Rules and report to the Board of
Directors based on the Board of Directors Meeting Agenda and ReportingStandards. In addition, Olympus Corporation regularly and systematically held themeetings of the Group Executive Committee and the Board of Directors. It also
performed business risk management of the Group by due operations of approval
procedures using the electric approval system.
(2) Olympus Corporation, as necessary, establishes and amends internal rules, holds
meetings, and provides education regarding risks such as those relating to quality,
product safety, export control, information security, health and safety, theenvironment and disasters. In particular, as a global MedTech company, Olympus
Corporation places the highest priority on patient safety and is working tostrengthen our quality assurance and regulatory affairs (QA&RA) systems. In
addition, with regard to information security, Olympus has been working toenhance its incident response structure so that we can more promptly respond toincidents across the entire Olympus Group.
(3) Based on the Internal Control Rules and other related rules, Olympus Corporation
is making risk management efforts as the Olympus Group such as providing
necessary education and training and holding meetings. In addition, Olympus
performs risk assessment of each business and each function in charge, and reports
the results to the Board of Directors. Furthermore, Olympus Corporation conducts
training for prompt response in case a disaster occurs.
4. Framework to ensure the effective performance of duties by executive officers of Olympus
Corporation and directors of its subsidiaries(1) The Board of Directors shall approve medium- and long-term corporate strategy in which
the business objectives of the Olympus Group are set forth, and action plans for these,
which are called business plans and other important matters. In addition, the Board of
Directors shall delegate except matters that should be resolved by the Board of Directors to
executive officers in order to enhance efficient and agile decision-making on the executionof business. In addition, the Board of Directors shall receive reports, once a quarter, on
business performance in order to evaluate the status of our business plan, and monitor
executive officers’ performance of duties.
(2) The Board of Directors shall determine the assignment of duties among the executive
officers. In addition, the Board of Directors shall receive, at least once every three months,
reports on their duties as performed.
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(3) Based on the Job Authority Rules, Organization Rules, and other related rules, Olympus
Corporation shall define the responsibilities and authorities of major job ranks and theBoard of Directors receives reports from major management organizations on their duties
as performed.
(4) With the establishment of Treasury Control Framework, which regulate financial policies
as a base for financial operations of the Olympus Group, Olympus Corporation strengthens
the governance of the Olympus Group from a financial aspect, and oversees and manages
funding, foreign exchange, and transactions with financial institutions for the Olympus
Group including the subsidiaries.
<Overview of Status of Management>(1) The Board of Directors approves business plans based on corporate strategy andother important matters after deliberations. The Board of Directors delegates
matters on the execution of business except matters that should be resolved by the
Board of Directors to executive officers in order to enhance efficient and agile
decision-making. During the fiscal year ended March 31, 2024, 14 meetings of theBoard of Directors were held.
(2) The Board of Directors determines the assignment of duties among the executive
officers and receives reports on their duties as performed.
(3) Olympus Corporation defined the responsibilities and authorities of major job
ranks based on the related rules, and conducts reviews based on organizational
structure and other factors as appropriate. The Board of Directors receives reportson their duties as performed.
(4) Based on the Treasury Control Framework, Olympus Corporation regularly
oversees and manages funding, foreign exchange, and transactions with financial
institutions for the subsidiaries by receiving this information, and making periodic
reports to directors on the status of the entire Group’s funds.
5. Framework for reporting to Olympus Corporation on matters concerning execution of duties
by the directors and employees of the subsidiaries(1) After Olympus Corporation has clarified the management criteria of subsidiaries by meansof the Affiliated Company Management Rules and other related rules, the officers
responsible for the regional headquarters shall conduct reviews of the situation faced bysubsidiaries’ management, and periodically report the results of the reviews to the CEO of
Olympus Corporation.
(2) Olympus Corporation shall ensure receiving reports as appropriate and in a timely mannerfrom the subsidiaries in accordance with the Global Consolidated Accounting Control
Framework to ensure that we will remain accurately informed of financial position andresults of operation of the Olympus Group, and appropriately maintain and manage theconsolidated accounting policies.
<Overview of Status of Management>(1) The officers responsible for the regional headquarters regularly conduct reviews of
the situation faced by subsidiaries’ management and reports the results of thereviews to the CEO of Olympus Corporation. Based on the results of the review,
the status of subsidiaries is constantly being monitored.
(2) Olympus Corporation receives necessary financial information as appropriate andin a timely manner from the subsidiaries in accordance with the Global
Consolidated Accounting Control Framework to confirm and approve the content.
6. Other framework to ensure the appropriateness of business operations in the Olympus Group(1) Olympus Corporation shall dispatch its executive officers, corporate officers, or employees
to major subsidiaries as directors, auditors, or other equivalent positions, and the head ofeach function manages such whole function within the Olympus Group. Furthermore, inorder to ensure the fairness of operations of subsidiaries, Olympus Corporation requests
them to obtain our approval for significant matters of subsidiaries based on the Job
Authority Rules and any other related rules.
- 87 -

(2) Olympus Corporation has appointed an officer in charge of ESG and set goals related to
ESG in the Olympus Group and shall continue to work on them. Moreover, Olympus
Corporation has set ESG-related indicators as part of the performance-linked compensationfor executives and is strengthening its efforts as a corporate strategy.
<Overview of Status of Management>(1) Olympus Corporation dispatches its officers, etc. to major subsidiaries as directors,
or other equivalent positions, and the head of each function manages the whole of
the relevant function within the Olympus Group. In addition, Olympus
Corporation also deliberates on significant matters of subsidiaries based on the Job
Authority Rules and any other related rules.
(2) Olympus Corporation is taking steps to achieve its goals, including bolstering its
system for monitoring the progress of its ESG strategy. Moreover, it has set
evaluation results by ESG rating agencies as indicator for part of long-term
incentive compensation that is performance-based compensations for executives.
II
Matters necessary for the execution of duties of the Audit Committee
1. Framework for matters related to employees whose assignment is to assist in the duties of
Olympus Corporation’ Audit Committee, and matters related to the independence of those
employees from the executive officers of Olympus Corporation, and matters related toensuring the effectiveness of instructions from the Audit Committee of Olympus
Corporation to those employees
Olympus Corporation shall allocate a dedicated employee who will assist with the Audit
Committee’s duties. Moreover, Olympus Corporation may have a concurrent employee as
needed. In addition, we shall set forth internal corporate regulations to ensure independence
from execution as stated below, and ensure effectiveness of directions from the Audit
Committee to such employees.
1) While employees who have been assigned to assist in the duties of the Audit Committee
assist in those duties, directors (excluding Audit Committee Members), executive
officers and employees, etc. shall not give them commands or instructions.
2) The appointment, dismissal, transfer, wage or personnel evaluation of employees who
are assisting the Audit Committee with their duties shall be decided only after obtaining
the approval of the Audit Committee.
<Overview of Status of Management>
Olympus Corporation has established the Office of Audit Committee and allocated four
dedicated employees as of March 31, 2024. In addition, pursuant provisions of theinternal corporate regulations, we have ensured these employees’ independence fromexecution, and ensure effectiveness of directions from the Audit Committee to such
employees as follows.
1) While employees who have been assigned to assist in the duties of the Audit
Committee assist in those duties, directors (excluding Audit Committee Members),
executive officers and employees, etc. shall not give them commands or
instructions.
2) The appointment, transfer, etc. of employees who are assisting the Audit
Committee with their duties shall be decided only after obtaining the approval of
the Audit Committee. Wage, personnel evaluation, etc. of such employees shall bedecided after the Audit Committee confirms and consents to contents evaluated byStanding Audit Committee Members.
2. Framework regarding reports by directors (except those who are members of the Audit
Committee), executive officers and employees of Olympus Corporation to the Audit
Committee, and reports by directors and employees of the subsidiaries of Olympus or
personnel who have received reports from them to the Audit Committee Olympus- 88 -

(1) When directors (except those who are members of the Audit Committee), executive
officers, or employees of Olympus Corporation, as well as any directors, Audit andSupervisory Board Members, or employees of a subsidiary discover any material fact inviolation of laws, regulations, or the Articles of Incorporation, any fact that may causesignificant damage to the Olympus Group, or any fact that is significantly inappropriate forthe corporate affairs of the Olympus Group, they shall immediately report such fact to the
Audit Committee, either directly or through the responsible function. In other cases where
the Audit Committee requests a report from a director, executive officer, or employee, etc.
of the Olympus Group, in accordance with laws and regulations or Audit Committee Rules
etc., the director, executive officer, or employee in question shall promptly report to the
Audit Committee.
(2) Chief Compliance Officer shall regularly make reports to the Audit Committee on thestatus of compliance within the Olympus Group. In addition, Chief Compliance Officer
shall regularly make reports on details of issues reported and results of investigations inaccordance with the Internal Reporting System.
(3) The internal audit function of Olympus shall regularly report the status of internal audit in
the Olympus Group to the Audit Committee of Olympus.
<Overview of Status of Management>(1) At Olympus Corporation, when directors, executive officers, corporate officers, or
employees of Olympus Corporation and its subsidiaries discover any material fact
in violation of laws and regulations, any fact that may cause significant damage to
the Olympus Group, or any fact that is significantly inappropriate for the corporate
affairs of the Olympus Group, Olympus Corporation shall report such fact to the
Audit Committee. In addition, when reporting is requested from the Audit
Committee, Olympus Corporation is working closely together with the Committee
including making prompt reports to the Audit Committee.
(2) Chief Compliance Officer regularly and as needed makes reports to the Audit
Committee on the status of compliance and internal reporting as well as results ofinvestigation.
(3) Chief Internal Audit Officer regularly and as needed reported to the Audit
Committee on internal audit plans and audit status.
3. Framework to ensure that any personnel who have made a report to the Audit Committee of
Olympus Corporation will not be subjected to any unfair treatment due to the report madeOlympus Corporation shall set forth internal corporate regulations and shall not impose any
unfair treatment (including de-facto measures such as restricting the personnel to engage induties, or assigning the personnel solely to work on chores, in addition to measures of
personnel affairs such as dismissal, demotion, pay cut and other disciplinary actions anddisadvantageous transfer) to any personnel who have made a report on the grounds of
having made a report to the Audit Committee.
<Overview of Status of Management>
Under the rules concerning the framework supporting duties of Audit Committee
Members and the Audit Committee and other rules, Olympus Corporation has beenstrictly prohibited from unfairly treating anyone who made a report to the Audit
Committee for the reason of making such report, and the rules have been compliedwith.
4. Matters regarding procedures for advance payment of expenses incurred in connection withexecution of duties by the Audit Committee Members of Olympus Corporation and theirreimbursement, and treatment of other expenses or liabilities incurred in connection withexecution of the duties
When an advance payment or reimbursement of expenses is requested for execution ofduties of Audit Committee Members, Olympus Corporation shall promptly, in accordancewith Olympus Corporation’s rules and regulations, process disbursement except for suchcase that the expense is obviously deemed unnecessary for execution of duties by Audit
Committee Members.
- 89 -

<Overview of Status of Management>
Olympus Corporation has budgeted for the activities of the Audit Committee, andreimburses required expenses as appropriate upon request from Audit Committee
Members.
5. Other systems to ensure the effectiveness of audit by the Audit Committee of Olympus
Corporation(1) Directors, executive officers and employees of Olympus Corporation and directors andemployees of the subsidiaries shall ensure effectiveness of the audit by cooperating with
the Audit Committee for investigations by interviews and on-site inspections.
(2) Olympus Corporation shall ensure that it provides the Audit Committee with opportunities
to sufficiently exchange opinions with directors, executive officers, Accounting Auditors
and any other personnel necessary.
(3) Olympus Corporation shall ensure that Audit Committee Members have opportunities toattend important meetings.
(4) The Audit Committee shall work closely with the internal audit function to receive reports
on audit results, etc. from the internal audit function, and the Audit Committee may
exercise its authority to give instructions and make commands to the internal audit function
as necessary.
(5) Olympus Corporation shall ensure that it provides the Audit Committee with, upon theirrequest, opportunities of collaboration between the Audit Committee and Audit Committeeof the subsidiaries and collecting information from employees of the subsidiaries.
<Overview of Status of Management>(1) The Audit Committee conducted a total of 54 interviews with directors, executive
officers, corporate officers and employees of Olympus Corporation including onsite inspections.
(2) The Audit Committee regularly and as needed exchanges opinions with directors,
executive officers, corporate officers, Accounting Auditors and any otherpersonnel necessary.
(3) Olympus Corporation ensures opportunities where the Audit Committee Members
attend important meetings such as meetings of the Group Executive Committee.
During the current fiscal year, the Standing Audit Committee Members attend
necessary meetings and share information at such meetings with the Audit
Committee as appropriate.
(4) The internal audit function regularly and as needed reports to the Audit
Committee. In addition, the Audit Committee requests an investigation or gives
specific instructions to the internal audit function as necessary.
(5) Olympus Corporation ensures that the Audit Committee has the opportunity togather information from the auditors and employees of its subsidiaries. During thecurrent fiscal year, the Audit Committee interviewed subsidiaries and conducted
on-site inspections of subsidiaries.
[Overview of Content of Liability Limitation Agreement]
In order to enable directors to fully discharge their expected functions, we have entered withdirectors (excluding executive directors, etc.) into agreements based on the provisions of Article
427, paragraph (1) of the Companies Act which limit the indemnification liability pursuant to
Article 423, paragraph (1) of the Companies Act, such that the indemnification liability under thesaid agreements corresponds to the statutory minimum indemnification liability amount. This
limitation of liability applies only when the liability is the result of a director performing theirduties in good faith and without gross negligence.

- 90 -

[Overview of Content of Indemnification Agreement]
Olympus Corporation has entered into indemnification agreements pursuant to Article 430-2,
Paragraph 1 of the Companies Act with all directors and executive officers. Olympus Corporation
will indemnify the directors and executive officers for the expenses mentioned in the first item of
the same paragraph and for the losses mentioned in the second item of the same paragraph to theextent provided by law. To ensure that the proper execution of duties is not impaired by such anindemnification agreement, directors or executive officers will not be indemnified for cases such as
malicious intent or gross negligence on the part of each director or executive officer in performing
his or her duties.
[Overview of Content of Directors and Officers Liability Insurance Agreement]
We have entered into directors and officers liability insurance agreements with an insurancecompany pursuant to Article 430-3, Paragraph 1 of the Companies Act. Insured persons in thisinsurance agreements include officers and managerial employees of Olympus Corporation and its
subsidiaries (in Japan), and insurance premiums are paid in full by Olympus Corporation. The
insurance agreements cover damages that may arise when the insured person assumes liability forthe execution of his or her duties or receives claims related to the pursuit of such liability. We willbear the full amount of the insurance premiums. However, the Olympus Group takes measures toensure that the proper execution of duties is not compromised by excluding damage claims
resulting from criminal acts or acts performed with an awareness of legal violations not covered byinsurance.
[Number of Directors and Resolution Requirements for the Election of Directors]
The Articles of Incorporation stipulate that Olympus Corporation shall have no more than 15
directors. Furthermore, the Articles of Incorporation stipulate that directors shall be elected by amajority of voting rights of the shareholders present at the General Meeting of Shareholders where
shareholders holding one-third or more of the voting rights of all shareholders entitled to exercise
voting rights at the meeting are present and that a resolution for election of directors shall not bepassed by cumulative voting.
[Matters for Resolution by the General Meeting of Shareholders Which Can Be Resolved on by the
Board of Directors]
In order to carry out capital policy in accordance with changes in the business environment and tocarry out flexible return of profits to shareholders, we stipulate in its Articles of Incorporation thatmatters, including dividends from surplus, set forth in each item of Article 459, Paragraph 1 of theCompanies Act shall be decided by resolutions of the Board of Directors, not those of General
Meeting of Shareholders, unless otherwise provided by laws and regulations.
Furthermore, the Articles of Incorporation stipulate that in order to enable directors and executive
officers to fully fulfill the roles expected of them, Olympus Corporation can, by a resolution of theBoard of Directors, pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act, incases where the statutory requirements are satisfied, exempt directors (including former directors)
and executive officers (including former executive officers) from the indemnity liability pursuant to
Article 423, Paragraph 1 of the Companies Act, limited to the balance of the indemnity liability
amount reduced by the statutory minimum liability amount.
[Requirements for Special Resolutions of the General Meeting of Shareholders]
The Articles of Incorporation stipulate that in order to facilitate the operations of the General
Meeting of Shareholders by relaxing the quorum requirements for special resolutions of theGeneral Meetings of Shareholders, special resolutions of the General Meetings of Shareholders
prescribed in Article 309, Paragraph 2 of the Companies Act shall be passed by two-thirds or more
- 91 -

of the voting rights of the shareholders present at the meeting where shareholders holding one-thirdor more of the voting rights of all shareholders entitled to exercise voting rights at the meeting arepresent.
[Basic Policy regarding Persons who Control Decisions on Financial and Business Policies]
The basic policy on control of a joint stock company is as follows.
Olympus Corporation believes that the persons who control decisions on Olympus Corporation’s
financial and business policies need to be persons who fully understand the details of Olympus
Corporation’s financial and business affairs and the source of Olympus Corporation’s corporate
value and who will make it possible to continually and persistently ensure and enhance Olympus
Corporation’s corporate value and, furthermore, the common interests of its shareholders.
Olympus Corporation will not indiscriminately reject a large-scale acquisition of Olympus
Corporation’s shares if it will contribute to the corporate value of Olympus Corporation, andfurthermore, the common interests of its shareholders. Olympus Corporation also believes that
ultimately its shareholders as a whole must make the decision on any proposed acquisition thatwould involve a transfer of corporate control of a joint stock company.
Nonetheless, there are some forms of a large-scale acquisition that benefits neither the corporate
value of the target company nor, furthermore, the common interests of its shareholders. Unless aperson who would make a large-scale acquisition of Olympus Corporation’s shares understands thesource of Olympus Corporation’s corporate value and would ensure and enhance these elements
over the medium-to-long term, the corporate value of Olympus Corporation and, furthermore, thecommon interests of its shareholders would be harmed. Olympus Corporation believes that persons
who would make a large-scale acquisition of Olympus Corporation’s shares in a manner that does
not contribute to the corporate value of Olympus Corporation and, furthermore, the common
interests of its shareholders would be inappropriate to become persons who would control decisions
on Olympus Corporation’s financial and business policies. Against a large-scale acquisition of
Olympus Corporation’s shares by such persons, in order to ensure the corporate value of Olympus
Corporation and, furthermore, the common interests of its shareholders, Olympus Corporation will
require the acquirer, etc. to provide necessary and sufficient information, disclose relevant
information appropriately in a timely manner, and ensure that shareholders will have sufficient
information and time needed to make proper decisions whether or not the large-scale acquisition is
acceptable. Olympus Corporation will also take other appropriate measures within the scopepermitted by the Financial Instruments and Exchange Act, the Companies Act, other laws andordinances, and the Articles of Incorporation.
(iv) Status of Other Corporate Governance Initiatives[Risk Management]
In FY2024 Olympus Corporation decided to move to an approach of ‘Aligned Assurance’, whichenables company-wide assurance process across the functional boundaries, bringing all risk andcompliance management activities under the leadership of a newly established Governance, Risk
and Compliance (“GRC”) Function which is also in charge of Privacy and Information Security
Governance. The aim of the approach is to provide the organization with a holistic view of its risks,
provide decision relevant information and manage risk mitigation consistently.
With the creation of Regional Risk Assurance and Compliance Committees (“R-RACC”) reportingto the newly established Global Risk Assurance and Compliance Committee (“G-RACC”) in
FY2024, Olympus will aim to ensure that executive management has sufficient visibility andoversight of reported risks. From FY2025, the Regional Representative Officers alongside theregional Chief Compliance Officer and regional Head of GRC plan to direct the R-RACC meetings
on a regular basis. At the global level, the Olympus Chief Executive Officer (CEO) and Global
Chief Compliance Officer (CCO)/ Head of GRC co-chair the discussion. The Global CCO andHead of GRC have reporting lines to the Audit Committee.
- 92 -

With new Executive Officers appointed, and their areas of responsibility being different to theirpredecessors, the accountability for each risk has been reviewed and, if need be, changed to the
Executive Officer now in charge of risk mitigation.
In FY2024, the Enterprise Risk Management (“ERM”) approach as a first step to Aligned
Assurance has therefore been enhanced. In addition to assessing the likelihood and impact of eachreported risk, Olympus also analyzes the preparedness of the organization (vulnerability) and thepossible speed of onset of a risk (velocity) to determine different types of mitigation actions
indicated. Business Continuity Management is understood as one of the risk mitigation measuresand part of the ERM system. In this process, we have defined the roles and collaboration among the
Risk Owners (first line), the functions that support and guide the Risk Owners and monitor andreports risk management activities (second line) such as GRC and QARA, and the Audit
department (third line), based on a three-line model. An enhanced global enterprise risk reportcovering the risk landscape and mitigation measures –has been rendered to the Group Executive
Committee and Board of Directors in FY2024. The report also forms the basis for the corporate
disclosures, including this annual securities report and the annual integrated report.
With this enhanced ERM approach we will continue to understand risk management from theperspective of both “offense” through active and appropriate risk taking for leading to sustainablegrowth and value creation for Olympus Corporation and “defense” to prevent certain risks,
illegalities and accidents.
[Compliance]
The Olympus Group has established the Olympus Global Code of Conduct, which explains ourunwavering commitment to integrity, our passion for what we do, and our shared standard of
excellence. Our Code is designed to help put Our Purpose and Core Values into practice. It serves
as our guide to ethical and responsible business conduct, along with local policies and procedures.
Our Global Compliance function works to raise awareness of the Olympus Global Code of Conduct
and related compliance policies by providing management teams and employees with the resources
and training they need to do business with integrity, treat customers, suppliers, and third-party
business partners fairly, and report concerns when they arise. The Olympus Group is committed tofostering a business culture that follows the highest standards of business integrity in all our
relationships.
The CEO is responsible for compliance with applicable laws and regulations within the business
operations of the Olympus Group and has appointed the Global CCO who is responsible for theCompliance Management System within the Olympus Group. The Board of Directors and its Audit
Committee receive periodic reports on compliance activities from the CCO, and they consult with
the CCO as needed. The CCO, together with managers of the GRC Function, works with regional
headquarters to implement compliance activities and observe internal regulations which arereflective of best practices through the Compliance Management Systems.
During fiscal year 2024, the CCO led key initiatives including implementation of the G-RACC, aswell as R-RACC, operationalization of the company’s first Global Internal Investigations Policy
and Global Internal Investigations Committee, advancements to its Compliance risk assessment andmitigation processes, as well has the Company’s ERM and Business Continuity Management
approach, and improvement of the third-party management policy, procedure and processes, now
fully globalized.
[Information Security]
We have been propelling activities to enhance the security of our products and services so that wecan properly protect, manage, and securely use the business-related information and internal
operational information as well as provide safe and reliable products and services.
In the current fiscal year, we implemented various initiatives based on the information security
roadmap we established in the fiscal year ended March 31, 2022. Specifically, for cyber-attacks, wehave put in place a global incident response team and process, implemented table-top exercises,
and improved processes for information asset management in the product development andmanufacturing environment. Additionally, to ensure that new and existing products comply withthe laws and regulations of each country, processes for product development and responding to- 93 -

customer inquiries were improved. Furthermore, we have initiated efforts associated with Artificial
Intelligence (AI) governance, including creation of guidelines for utilizing generative AI, as
represented by ChatGPT.
The objective of these efforts is to enable us to increase resilience to cyber-attacks not only in our
general IT systems but also in our product development and manufacturing environments,
continuously ensure product security not only in the development phase but throughout the productlifecycle. It is also to enhance our ability to utilize, protect and secure confidential businessinformation.
[Privacy]
In the previous fiscal year, Olympus appointed a Global Chief Privacy Officer (CPO) to build adedicated global function and to streamline regional privacy compliance programs and initiatives.
The newly implemented Privacy function was tasked with connecting the evolving global Olympus
business strategy with Olympus’ commitment to implement a respectful, fair and transparent
approach towards collecting and using personal data across the business. Olympus’ products andservices are being designed to comply with applicable Privacy requirements.
In the current fiscal year, once we established a global privacy program, we defined integral
Olympus privacy capabilities and their current maturity levels; thus, we have established atransparent strategy to build, implement, and operationalize these capabilities over the following
fiscal years. In particular, we developed and adopted a global internal Privacy Policy. To make thisan accessible and usable tool, the policy was complimented with a more user friendly andinteractive version. In an effort to increase awareness and educate all Olympus employees, wecreated and launched a new global privacy eLearning module to further engrain key privacy
principles and concepts into the organization. Moreover, we identified potential privacy control
gaps that exist in the organization while agreeing on mid-term and long-term implementation
roadmaps to drive privacy maturity in our engagements with third parties. We are also aligning
global security incident management practices with legal and regulatory requirements to define
data breach and response criteria.
At an organizational level, we established a Privacy Operations Center of Excellence (Priv Ops
CoE). The Priv Ops CoE supports the function with the creation and implementation of privacy
processes. Furthermore, the Priv Ops CoE strengthens the privacy program by driving
standardization and automation.
With the implementation of these organizational, procedural, and operational activities, Olympus
aims to accelerate the maturity of its privacy program to align with best practices. By enabling our
Olympus business functions and educating our business stakeholders about the importance ofprivacy, we are creating a culture for our employees to play their part in the expansion of Olympus’
Privacy initiatives. As Olympus evolves with its Digital Transformation, the strength and maturityof our privacy program aim to enhance our offerings and build brand trust within the industry.
[Quality Management]
Continuing on from the previous fiscal year, in the current fiscal year, we have been engaged invarious activities to maintain and improve our organizational culture in which employees in not
only the quality assurance and regulatory affairs function but all functions and regions of the
Olympus Group, act with the safety and security of patients as the top priority, in line with theOlympus Group Quality Policy, in order to further improve the mindset of all Olympus Group
employees to place importance on safety and quality. We integrated corrective actions to address
issues pointed out by the U.S. Food and Drug Administration (FDA) and quality transformation
projects into a holistic program called “Elevate.” Elevate not only addresses issues raised by the
FDA but is also expected to continuously improve product lifecycle management, reduce costs andincrease efficiency through the digitalization of business processes, and shorten lead times fromproduct development to approval and launch, and we believe this will be a key initiative forinnovation, growth, and profitability enhancement.
We revised our Corporate Philosophy “Our Core Values” in January 2024. In order to build a
corporate culture that emphasizes the necessary quality as a MedTech company, we have added
new core values such as putting patients first and clarified the key points we should focus on.
- 94 -

As for the Chief Quality Officer (CQO), the head of the quality assurance and regulatory affairs
function, in April 2024, Boris Shkolnik, a global leader in quality assurance, took over the position
from Pierre Boisier, who has held the position for the past three years and led the Olympus Group’s
quality assurance and regulatory affairs. Like Pierre Boisier, Boris Shkolnik also has extensive
experience in many MedTech companies, and under the new CQO, we aim for swift andappropriate decision-making and responses appropriate for a global MedTech company. Pierre
Boisier will continue to contribute to quality assurance and regulatory affairs as an executive
advisor.
The Olympus Group will continue to improve the quality of our operations globally and contributeto the safety and security of patients.

- 95 -

As of the closing date of the General Meeting of Shareholders (June 26, 2024)(i)

Basic Concepts Regarding Corporate Governance[Corporate Governance Structure (as of the closing date of the General Meeting of Shareholders,June 26, 2024)]
Our corporate governance structure will be as shown in the following diagram.

* Olympus Corporation established the Quality Assurance and Regulatory Affairs (QA&RA) Committee as an
optional committee in April 2023 to oversight and report on the progress of the establishment of the quality
assurance and regulatory affairs (QA&RA) structure required of a global MedTech company, from theperspective of compliance with relevant laws and regulations, collaboration among internal functions, andsecuring human and other resources.

- 96 -

The composition of the Board of Directors and each committee is planned to be as follows.
Position

Name

Board ofDirectors

Nominating
Committee◎◎

Independent
Outside Director

Sumitaka Fujita

Independent
Outside Director

David Robert Hale

Independent
Outside Director

Jimmy C. Beasley○

Independent
Outside Director

Sachiko Ichikawa○

Independent
Outside Director

Kohei Kan○

Independent
Outside Director

Gary John Pruden○

Independent
Outside Director

Luann Marie Pendy○

Independent
Outside Director

Masato Iwasaki○

Director

Yasuo Takeuchi○

Director

Stefan Kaufmann○

Director

Toshihiko Okubo○○

Compensation
Committee

Audit
Committee

○
◎

○
◎

○
○
○
○
○

○

○ indicates member, ◎ indicates the chair (Chairperson of the Board of Directors or Committee).

(2) Status of Officers(i)Officers
a. Directors
1. The status of Olympus Corporation’s directors as of the filing date of the Annual Securities
Report (June 20, 2024) is as follows.
Men officers: 18, women officers: 3 (14% of Officers are women) *Figure of the left
includes the number of executive officers.

- 97 -

Position

Outside Director

Name

Sumitaka Fujita

Date of birth

December 24,
1942

ProfileApril 1965

Joined ITOCHU
Corporation

June 1995

Director, ITOCHU
Corporation

April 1997

Managing Director,
ITOCHU Corporation

April 1998

Representative
Managing Director,
ITOCHU Corporation

April 1999

Representative Senior
Managing Director,
ITOCHU Corporation

April 2001

Representative Executive
Vice President, ITOCHU
Corporation

April 2006

Representative Vice
Chairperson, ITOCHU
Corporation

June 2006

Director, Vice
Chairperson, ITOCHU
Corporation

June 2007

Outside Director, Orient
Corporation

June 2008

Senior Corporate
Adviser, ITOCHU
Corporation
Outside Director,
Furukawa Electric Co.,Ltd.
Outside Auditor,
NIPPONKOA Insurance
Company, Limited(currently Sompo Japan
Insurance Inc.)

June 2009

Outside Director, Nippon
Sheet Glass Co., Ltd.

April 2010

Outside Director, NKSJ
Holdings, Inc. (currently
Sompo Holdings, Inc.)

June 2011

Chairperson, Japan
Association for Chief
Financial Officers

April 2012

Outside Director,
Olympus Corporation(present)- 98 -

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)(Note 3)19,801[8,646](Note 4)

Position

Outside Director

Name

Yasumasa
MasudaDate of birthProfileApril 1980

Joined Fujisawa
Pharmaceutical Co., Ltd.
(currently Astellas
Pharma Inc.)

June 2008

Corporate Executive,
Vice President,
Corporate Finance &Control, Astellas Pharma
Inc.

June 2011

Corporate Executive,
Vice President,
Corporate Finance &Control, and Chief
Financial Officer,
Astellas Pharma Inc.

April 2012

Corporate Executive,
Vice President and Chief
Financial Officer,
Astellas Pharma Inc.

June 2012

Senior Corporate
Executive, Senior Vice
President and Chief
Financial Officer,
Astellas Pharma Inc.

February 27,
1957
April 2017

Senior Corporate
Executive, Senior Vice
President and Assistantto President, Astellas
Pharma Inc.

June 2017

Independent NonExecutive, Deloitte
Touche Tohmatsu LLC

June 2018

Independent NonExecutive, Deloitte
Tohmatsu LLC
Outside Director,
Olympus Corporation(present)

June 2023

Outside Auditor,
SUBARUCORPORATION(present)<Important concurrent positions>
Outside Auditor, SUBARUCORPORATION- 99 -

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)(Note 3)

12,334[8,646](Note 4)

Position

Name

ProfileTerm ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)

Joined The Parthenon
Group (currently EYParthenon)
January 2009
Assigned as Analyst toStrategic Value Capital** An investment
subsidiary of The
Parthenon Group
June 2009
Senior Associate, The
Parthenon GroupMay 2010
Principal, The Parthenon
Group
January 2011
Joined ValueAct CapitalManagement L.P.
December 2012 Vice President, ValueAct
Capital Management
L.P.
May 2014
Partner, ValueAct
Capital Management
L.P.
March 2015
Director, MSCI Inc.
August 2015
Director, Bausch HealthCompanies Inc.
June 2019
Outside Director,
Olympus Corporation(present)
June 2021
Outside Director, JSR
Corporation (scheduled
to retire on June 27,2024)
August 2023
Co-Chief Executive
Officer, ValueAct
Capital Management
L.P. (present)<Important concurrent positions>
Outside Director, JSR Corporation(scheduled to retire on June 27, 2024)
Co-Chief Executive Officer, ValueAct
Capital Management L.P.

(Note 3)–(Note 4)(Note 5)

Date of birth

September 2007

Outside Director

David Robert
Hale

December 21,
1984- 100 -

Position

Name

Date of birth

March 1986

June 1989

June 2003
April 2007

Outside Director

Jimmy C.
Beasley

May 2009
April 6, 1963

June 2013
May 2018

June 2019- 101 -

ProfileTerm ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)

Territory Manager,
Roche Laboratories(Division of Hoffman La
Roche)
Various roles ofincreasing responsibility
in sales and marketing
including Vice Presidentof Sales and Marketing,
Bard Access Systems
Division, C.R. Bard Inc.
President, Bard Access
Systems Division, C.R.
Bard Inc.
President, Bard
Peripheral Vascular
Division, C.R. Bard Inc.
Group Vice President,
C.R. Bard Inc.
Group President, C.R.
Bard Inc.
Consultant andExecutive Advisor* to
ValueAct CapitalManagement L.P.
(hereinafter called“VAC”)* The executive advisor
role is a consultingrole to VAC; it is not
an employee position.
This consulting
agreement finished at
the end of March
2019.
Outside Director,
Olympus Corporation(present)(Note 3)

5,946
[3,560](Note 4)

Position

Name

Date of birthProfile(Note 3)

7,105
[7,105](Note 4)

April 1997

Outside Director

Sachiko
Ichikawa

Registered as attorney
Joined Tanabe &Partners
January 2005
Registered as attorney of
the State of New York
November 2009 Statutory Auditor, The
Board Director Training
Institute of Japan
January 2011
Partner, Tanabe &Partners (present)
June 2015
Outside Director,
ANRITSUCORPORATION
Director, The Board
Director Training
Institute of Japan
April 2018
Registered as certified
public accountant of the
U.S.A.
May 2018
Outside Auditor, Ryohin
Keikaku Co., Ltd.
January 17, 1967 June 2020
Statutory Auditor, The
Board Director Training
Institute of Japan
June 2021
Outside Director, Tokyo
Electron Ltd. (present)
Outside Director,
Olympus Corporation(present)
June 2022
Director, The Board
Director Training
Institute of Japan(present)
June 2024
Outside Director, Azbil
Corporation (assuming
the office on June 25,2024)<Important concurrent positions>
Partner, Tanabe & Partners
Outside Director, Tokyo Electron Ltd.
Director, The Board Director Training
Institute of Japan
Outside Director, Azbil Corporation(assuming the office on June 25, 2024)

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)- 102 -

Position

Outside Director

Name

YasushiShingai

Date of birthJanuary 11, 1956

ProfileApril 1980

Joined Japan Tobaccoand Salt Public
Corporation (currently
Japan Tobacco Inc.)

June 2004

Executive Officer and
Finance Group Leader,
Japan Tobacco Inc.

July 2004

Executive Officer andSenior Vice President,
CFO, Japan Tobacco Inc.

June 2005

Director, Executive
Officer and Senior Vice
President, CFO, Japan
Tobacco Inc.

June 2006

Director, Japan Tobacco
Inc.
Executive Vice President
and Deputy CEO, JT
international S.A.

June 2011

Representative Director,
Executive Vice President
and Deputy CEO, Japan
Tobacco Inc.

June 2014

Outside Director, Recruit
Holdings Co., Ltd.

January 2018

Director, Japan Tobacco
Inc.

March 2018

Outside Director, Asahi
Group Holdings, Ltd.

June 2018

Outside Director,
ExaWizards Inc.
(present)
Outside Director,
Mitsubishi UFJ Financial
Group, Inc.

June 2019

Outside Director, Daiichi Life Holdings, Inc.
(present)

June 2021

Outside Director,
NIPPON TELEGRAPH
AND TELEPHONE
WEST CORPORATION(present)

April 2022

Representative Director,
Shingai Institute ofManagement Consulting,
Inc. (present)

June 2022

Outside Director,
Olympus Corporation(present)- 103 -

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)(Note 3)

5,798
[5,798](Note 4)

Position

Name

Date of birthProfile<Important concurrent positions>
Outside Director, ExaWizards Inc.
Outside Director, Dai-ichi Life Holdings,
Inc.
Outside Director, NIPPON TELEGRAPH
AND TELEPHONE WEST
CORPORATION
Representative Director, Shingai Institute ofManagement Consulting, Inc.

- 104 -

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)Position

Name

ProfileTerm ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)

Registered as
Certificated Public
Accountant
April 1987
Joined Mita Audit
Corporation (currently
Deloitte Touche
Tohmatsu LLC)
June 1998
Partner, Tohmatsu & Co.
(currently Deloitte
Touche Tohmatsu LLC)
November 2013 Board Member, Deloitte
Tohmatsu Group andDeloitte Touche
Tohmatsu LLC
November 2015 Chief Executive Officer,
Deloitte Touche
Tohmatsu LLC
June 2018
Senior Advisor, Deloitte
Tohmatsu LLC
September 2018 Audit & Assurance
Leader, Deloitte Asia
Pacific Limited
January 2020
Senior Advisor, Deloitte
Asia Pacific Limited
October 2020
Chief, Kan Kohei
Certified Public
Accountant Office(present)
November 2020 Board Member,International Federationof Accountants “IFAC”(present)
January 2022
Senior Advisor, The
Japanese Institute ofCertified Public
Accountants (present)
June 2022
Outside Director,
Olympus Corporation(present)<Important concurrent positions>Chief, Kan Kohei Certified Public
Accountant Office
Board Member, International Federation of
Accountants “IFAC”
Senior Advisor, The Japanese Institute ofCertified Public Accountants(Note 3)

7,424
[5,798](Note 4)

Date of birth

September 1986

Outside Director

Kohei KanMarch 7, 1960

- 105 -

Position

Name

ProfileTerm ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)

Joined Janssen
Pharmaceutica, adivision of Johnson &JohnsonJune 1999
Director of Marketing,
GI Franchise Marketing,
Janssen Pharmaceutica
May 2001
Vice President,
Marketing, Primary CareFranchise, Janssen
Pharmaceutica
November 2002 Vice President,
Marketing, CNS
Franchise, Janssen
Pharmaceutica
February 2004
President & Chief
Operating Officer,
Janssen-Ortho Canada
INC
January 2006
Worldwide President,
Ethicon Products Inc, adivision of Johnson &JohnsonApril 2009
Company Group
Chairperson, Ethicon
Franchise Inc.
January 2012
Worldwide Chairperson,
Global Surgery Group,Johnson & Johnson
June 2015
Executive Vice President& Worldwide
Chairperson, Medical
Devices, Johnson &JohnsonDecember 2017 Independent Board
Director, Motus GI
Holdings Inc. (present)
April 2018
Independent Board
Director, Lantheus
Holdings Inc. (present)
December 2019 Chief Executive Officer,
GPS Med Tech Strategy
Consulting LLC(present)
June 2022
Outside Director,
Olympus Corporation(present)<Important concurrent positions>
Independent Board Director, Motus GI
Holdings Inc.
Independent Board Director, Lantheus
Holdings Inc.
Chief Executive Officer, GPS Med Tech
Strategy Consulting LLC(Note 3)

4,598
[3,560](Note 4)

Date of birth

October 1985

Outside Director

Gary John
PrudenMay 10, 1961

- 106 -

Position

Outside Director

Name

Date of birthProfileApril 1976

Joined CHUGAIPHARMACEUTICAL
CO., LTD.

April 1995

Deputy President,
Chugai Pharma Europe,
Ltd.

October 2002

Vice President andGeneral Manager ofCorporate Planning
Dept., CHUGAIPHARMACEUTICAL
CO., LTD.

October 2004

Senior Vice President
and General Manager ofCorporate Planning
Dept., CHUGAIPHARMACEUTICAL
CO., LTD.

March 2005

Senior Vice President
and Deputy Managing
Director of Sales &Marketing Division,
CHUGAI
PHARMACEUTICAL
CO., LTD.

Tatsuro Kosaka January 18, 1953 July 2005

Senior Vice President
and Head of Strategic
Marketing Unit,
CHUGAI
PHARMACEUTICAL
CO., LTD.

March 2008

Senior Vice President
and Head of Life Cycle
Management &Marketing Unit,
CHUGAI
PHARMACEUTICAL
CO., LTD.

March 2010

Director and Executive
Vice President,
CHUGAI
PHARMACEUTICAL
CO., LTD.

March 2012

Representative Director,
President and Chief
Operating Officer(COO), CHUGAIPHARMACEUTICAL
CO., LTD.

March 2016

Outside Director, Asahi
Group Holdings, Ltd.

- 107 -

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)(Note 3)3,560
[3,560](Note 4)

Position

Name

Date of birthProfileMarch 2018

Representative Director,
President and Chief
Executive Officer(CEO), CHUGAIPHARMACEUTICAL
CO., LTD.

March 2020

Representative Director,
Chairperson and Chief
Executive Officer(CEO), CHUGAIPHARMACEUTICAL
CO., LTD.

March 2021

Representative Director
and Chairperson,
CHUGAI
PHARMACEUTICAL
CO., LTD.

March 2022

Senior Advisor,
CHUGAI
PHARMACEUTICAL
CO., LTD. (present)

June 2022

Outside Auditor,
Komatsu Ltd. (present)
Outside Director,
Mitsubishi Electric
Corporation (present)
Vice Chairperson ofCouncil, Chairperson of
Bio-Economy
Committee,
KEIDANREN (Japan
Business Federation)(present)

June 2023

Outside Director,
Olympus Corporation(present)<Important concurrent positions>
Senior Advisor, CHUGAIPHARMACEUTICAL CO., LTD.
Outside Auditor, Komatsu Ltd.
Outside Director, Mitsubishi Electric
Corporation
Vice Chairperson of Council, Chairpersonof Bio-Economy Committee, KEIDANREN(Japan Business Federation)- 108 -

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)Position

Outside Director

Name

Luann Marie
Pendy

Date of birth

May 8, 1960

ProfileDecember 1987

Joined Abbott
Laboratories

February 1998

Director, Quality Control
Production Laboratories,
Chemical andAgricultural Product
Division, Abbott
Laboratories

February 2007

Corporate Vice
President, Global Quality& Regulatory Affairs,
Hospira Inc

November 2008

Vice President,
Corporate Quality,
Medtronic Inc. (currently
Medtronic plc.)

June 2014

Senior Vice President,
Global Quality,
Medtronic Inc. (currently
Medtronic plc.)

November 2017

Senior Vice President,
Regulatory Affairs &Global Quality,
Medtronic plc.

January 2018

Senior Vice President,
Chief Quality andRegulatory Affairs
Officer, Medtronic plc.

June 2023

Outside Director,
Olympus Corporation(present)- 109 -

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)(Note 3)3,560
[3,560](Note 4)

Position

Director
Representative
Executive Officer,
Executive
Chairperson and
ESG Officer

Name

Yasuo
TakeuchiDate of birthProfileApril 1980

Joined Olympus
Corporation

April 2009

Director, Olympus
Europa Holding GmbH(currently Olympus
Europa SE & Co. KG)

June 2009

Corporate Officer,
Olympus Corporation

October 2011

Executive Managing
Director and Chairpersonof the Board, Olympus
Europa Holding GmbH(currently Olympus
Europa SE & Co. KG)

April 2012

Director, Olympus
Corporation (present)
Senior Corporate
Managing Officer,
Olympus Corporation
Group President ofGroup Management
Office, Olympus
Corporation
Chairperson of theBoard, Olympus
Corporation of theAmericasFebruary 25,
1957

Director, Olympus
Corporation of Asia
Pacific Limited
March 2013

Administrative Board
and Managing Director,
Olympus Europa
Holding SE

April 2015

Head of Corporate
Management Office,Olympus Corporation

April 2016

Director, Vice President,
Olympus Corporation
Chief Financial Officer(CFO), Olympus
Corporation
Chief Regional
Representative Officer,
Olympus Corporation

April 2019

Representative Director,
Olympus Corporation
President, Olympus
Corporation
Chief Executive Officer(CEO), Olympus
Corporation- 110 -

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)(Note 3)248,740[99,641](Note 4)

Position

Name

Date of birthProfileJune 2019

Representative Executive
Officer, President andChief Executive Officer(CEO), Olympus
Corporation

April 2023

Representative Executive
Officer, Executive
Chairperson, Olympus
Corporation (present)
ESG Officer, Olympus
Corporation (present)- 111 -

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)Position

Name

Date of birth

September 1990

October 2000
May 2003

April 2008

Director,
Representative
Executive Officer,
President and Chief
Executive Officer(CEO)

November 2011
StefanKaufmannJanuary 24, 1968 September 2013

April 2017
April 2019

June 2019

April 2022

- 112 -

ProfileTerm ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)

Various roles inoperational and strategic
HR functions, Karstadt
AG
Head of HR
Development, Thomas
Cook
Joined Olympus EuropaGmbH (currently
Olympus Europa SE &Co. KG)
General Manager Human
Resources, Olympus
Europa GmbH (currently
Olympus Europa SE &Co. KG)Managing Director
Corporate Division,
Olympus Europa GmbH(currently Olympus
Europa SE & Co. KG)
Executive Managing
Director, Olympus
Europa SE & Co. KG
Managing Director
Consumer Business,
Olympus Europa SE &Co. KG
Corporate Officer,
Olympus Corporation
Chief Administrative
Officer (CAO), Olympus
Corporation
Supervisory Board(Chairperson), Olympus
Europa Holding SE
Director, Olympus
Corporation (present)
Executive Officer andChief Administrative
Officer (CAO), Olympus
Corporation
Chief Strategy Officer(CSO), Olympus
Corporation
ESG Officer, Olympus
Corporation
Director, Olympus(China) Co., Ltd.

(Note 3)

169,149[115,805](Note 4)

Position

Name

Date of birthProfileApril 2023

Representative Executive
Officer, President andChief Executive Officer(CEO), Olympus
Corporation (present)
Chairperson of theBoard, Olympus
Corporation of theAmericas (present)

February 1991

Joined Olympus
Corporation
President and Chief
Executive Officer(CEO), Olympus NDTCorporation (currently
Evident Scientific Inc.)
General Division
Manager of the Life &Industrial Systems,
Olympus Corporation
Chairperson, Olympus
NDT Corporation(currently Evident
Scientific Inc.)
Corporate Officer,
Olympus Corporation
Division Manager of the
Scientific Solutions
Business Strategy
Division, Olympus
Corporation
Head of the Scientific
Solutions Business Unit,
Olympus Corporation
Senior Vice President of
New Business
Development, Olympus
Corporation
Senior Vice President ofCorporate Planning,
Olympus Corporation
Deputy Chief Strategy
Officer, Olympus
Corporation
Assistant to Chief
Strategy Officer,
Olympus Corporation
Director, Olympus
Corporation (present)

July 2005

August 2011

June 2013

April 2014
April 2015
Director

ToshihikoOkubo

June 1, 1960
April 2016
April 2019

April 2021
April 2022
April 2023
June 2023

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)(Note 3)24,709[9,688](Note 4)

512,724[275,367](Note 4)

Total

- 113 -

Notes:

1.
2.

3.
4.

5.
6.

Messrs. Sumitaka Fujita, Yasumasa Masuda, David Robert Hale and Jimmy C. Beasley, Ms. Sachiko Ichikawa,
Messrs. Yasushi Shingai, Kohei Kan, Gary John Pruden and Tatsuro Kosaka and Dr. Luann Marie Pendy are outside
directors.
Messrs. Sumitaka Fujita, Yasumasa Masuda, David Robert Hale and Jimmy C. Beasley, Ms. Sachiko Ichikawa,
Messrs. Yasushi Shingai, Kohei Kan, Gary John Pruden and Tatsuro Kosaka, and Dr. Luann Marie Pendy are
independent directors as stipulated in Rule 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange,
Inc.
The term of office shall expire upon the close of the General Meeting of Shareholders pertaining to the final businessyear ending within one (1) year after election at the General Meeting of Shareholders held on June 27, 2023.
“Number of shares held” indicates the number of shares held as of March 31, 2024. It also includes the number ofshares each director holds through the Officers’ Shareholding Association of Olympus Corporation, his/her own equity
interest held through a company managing stock compensation of Olympus Corporation as well as the number ofshares to be delivered under the stock compensation plan.
Mr. David Robert Hale is a Co-CEO of ValueAct Capital Management L.P. The number of shares of Olympus
Corporation held by ValueAct Capital Master Fund, L.P. controlled by ValueAct Capital Management L.P. is6,403,084 shares as of March 31, 2024.
Olympus Corporation is a company with a Nominating Committee, etc. The structure of the committees is as follows.
Nominating Committee: Messrs. Sumitaka Fujita, Gary John Pruden, Tatsuro Kosaka and Stefan Kaufmann
Compensation Committee: Messrs. Yasushi Shingai and Jimmy C. Beasley and Dr. Luann Marie Pendy
Audit Committee: Mr. Yasumasa Masuda, Ms. Sachiko Ichikawa and Messrs. Kohei Kan and Toshihiko Okubo

2. Olympus Corporation has proposed the “Election of Eleven Directors” as an agenda item
(matter to be resolved) at the General Meeting of Shareholders to be held on June 26, 2024,
and if the proposal is approved and passed, the directors of Olympus Corporation will be as
follows.
The details of the resolutions of the Board of Directors’ meeting scheduled to be held
immediately after the General Meeting of Shareholders (such as positions) are included
below.
Men officers: 16, women officers: 3 (16% of Officers are women) *Figure of the left
includes the number of executive officers.

- 114 -

Position

Outside Director

Name

Sumitaka Fujita

Date of birth

December 24,
1942

ProfileApril 1965

Joined ITOCHU
Corporation

June 1995

Director, ITOCHU
Corporation

April 1997

Managing Director,
ITOCHU Corporation

April 1998

Representative
Managing Director,
ITOCHU Corporation

April 1999

Representative Senior
Managing Director,
ITOCHU Corporation

April 2001

Representative Executive
Vice President, ITOCHU
Corporation

April 2006

Representative Vice
Chairperson, ITOCHU
Corporation

June 2006

Director, Vice
Chairperson, ITOCHU
Corporation

June 2007

Outside Director, Orient
Corporation

June 2008

Senior Corporate
Adviser, ITOCHU
Corporation
Outside Director,
Furukawa Electric Co.,Ltd.
Outside Auditor,
NIPPONKOA Insurance
Company, Limited(currently Sompo Japan
Insurance Inc.)

June 2009

Outside Director, Nippon
Sheet Glass Co., Ltd.

April 2010

Outside Director, NKSJ
Holdings, Inc. (currently
Sompo Holdings, Inc.)

June 2011

Chairperson, Japan
Association for Chief
Financial Officers

April 2012

Outside Director,
Olympus Corporation(present)- 115 -

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)(Note 3)19,801[8,646](Note 4)

Position

Name

ProfileTerm ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)

Joined The Parthenon
Group (currently EYParthenon)
January 2009
Assigned as Analyst toStrategic Value Capital** An investment
subsidiary of The
Parthenon Group
June 2009
Senior Associate, The
Parthenon GroupMay 2010
Principal, The Parthenon
Group
January 2011
Joined ValueAct CapitalManagement L.P.
December 2012 Vice President, ValueAct
Capital Management
L.P.
May 2014
Partner, ValueAct
Capital Management
L.P.
March 2015
Director, MSCI Inc.
August 2015
Director, Bausch HealthCompanies Inc.
June 2019
Outside Director,
Olympus Corporation(present)
June 2021
Outside Director, JSR
Corporation (scheduled
to retire on June 27,2024)
August 2023
Co-Chief Executive
Officer, ValueAct
Capital Management
L.P. (present)<Important concurrent positions>
Outside Director, JSR Corporation(scheduled to retire on June 27, 2024)
Co-Chief Executive Officer, ValueAct
Capital Management L.P.

(Note 3)–(Note 4)(Note 5)

Date of birth

September 2007

Outside Director

David Robert
Hale

December 21,
1984- 116 -

Position

Name

Date of birth

March 1986
April 6, 1963
June 1989

June 2003
April 2007

Outside Director

Jimmy C.
Beasley

May 2009
June 2013
May 2018

June 2019- 117 -

ProfileTerm ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)

Territory Manager,
Roche Laboratories(Division of Hoffman La
Roche)
Various roles ofincreasing responsibility
in sales and marketing
including Vice Presidentof Sales and Marketing,
Bard Access Systems
Division, C.R. Bard Inc.
President, Bard Access
Systems Division, C.R.
Bard Inc.
President, Bard
Peripheral Vascular
Division, C.R. Bard Inc.
Group Vice President,
C.R. Bard Inc.
Group President, C.R.
Bard Inc.
Consultant andExecutive Advisor* to
ValueAct CapitalManagement L.P.
(hereinafter called“VAC”)* The executive advisor
role is a consultingrole to VAC; it is not
an employee position.
This consulting
agreement finished at
the end of March
2019.
Outside Director,
Olympus Corporation(present)(Note 3)

5,946
[3,560](Note 4)

Position

Name

Date of birthProfile(Note 3)

7,105
[7,105](Note 4)

April 1997

Outside Director

Sachiko
Ichikawa

Registered as attorney
Joined Tanabe &Partners
January 2005
Registered as attorney of
the State of New York
November 2009 Statutory Auditor, The
Board Director Training
Institute of Japan
January 2011
Partner, Tanabe &Partners (present)
June 2015
Outside Director,
ANRITSUCORPORATION
Director, The Board
Director Training
Institute of Japan
April 2018
Registered as certified
public accountant of the
U.S.A.
May 2018
Outside Auditor, Ryohin
Keikaku Co., Ltd.
January 17, 1967 June 2020
Statutory Auditor, The
Board Director Training
Institute of Japan
June 2021
Outside Director, Tokyo
Electron Ltd. (present)
Outside Director,
Olympus Corporation(present)
June 2022
Director, The Board
Director Training
Institute of Japan(present)
June 2024
Outside Director, Azbil
Corporation (assuming
the office on June 25,2024)<Important concurrent positions>
Partner, Tanabe & Partners
Outside Director, Tokyo Electron Ltd.
Director, The Board Director Training
Institute of Japan
Outside Director, Azbil Corporation(assuming the office on June 25, 2024)

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)- 118 -

Position

Name

ProfileTerm ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)

Registered as CertificatedPublic Accountant
April 1987
Joined Mita Audit
Corporation (currently
Deloitte Touche
Tohmatsu LLC)
June 1998
Partner, Tohmatsu & Co.
(currently Deloitte
Touche Tohmatsu LLC)
November 2013 Board Member, Deloitte
Tohmatsu Group andDeloitte Touche
Tohmatsu LLC
November 2015 Chief Executive Officer,
Deloitte Touche
Tohmatsu LLC
June 2018
Senior Advisor, Deloitte
Tohmatsu LLC
September 2018 Audit & Assurance
Leader, Deloitte Asia
Pacific Limited
January 2020
Senior Advisor, Deloitte
Asia Pacific Limited
October 2020
Chief, Kan Kohei
Certified Public
Accountant Office(present)
November 2020 Board Member,International Federationof Accountants “IFAC”(present)
January 2022
Senior Advisor, The
Japanese Institute ofCertified Public
Accountants (present)
June 2022
Outside Director,
Olympus Corporation(present)<Important concurrent positions>Chief, Kan Kohei Certified Public
Accountant Office
Board Member, International Federation of
Accountants “IFAC”
Senior Advisor, The Japanese Institute ofCertified Public Accountants(Note 3)

7,424
[5,798](Note 4)

Date of birth

September 1986

Outside Director

Kohei KanMarch 7, 1960

- 119 -

Position

Name

ProfileTerm ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)

Joined Janssen
Pharmaceutica, a divisionof Johnson & Johnson
June 1999
Director of Marketing, GI
Franchise Marketing,
Janssen Pharmaceutica
May 2001
Vice President,
Marketing, Primary CareFranchise, Janssen
Pharmaceutica
November 2002 Vice President,
Marketing, CNS
Franchise, Janssen
Pharmaceutica
February 2004
President & Chief
Operating Officer,
Janssen-Ortho Canada
INC
January 2006
Worldwide President,
Ethicon Products Inc, adivision of Johnson &JohnsonApril 2009
Company Group
Chairperson, Ethicon
Franchise Inc.
January 2012
Worldwide Chairperson,
Global Surgery Group,Johnson & Johnson
June 2015
Executive Vice President& Worldwide
Chairperson, Medical
Devices, Johnson &JohnsonDecember 2017 Independent Board
Director, Motus GI
Holdings Inc. (present)
April 2018
Independent Board
Director, Lantheus
Holdings Inc. (present)
December 2019 Chief Executive Officer,
GPS Med Tech Strategy
Consulting LLC (present)
June 2022
Outside Director,
Olympus Corporation(present)<Important concurrent positions>
Independent Board Director, Motus GI
Holdings Inc.
Independent Board Director, Lantheus
Holdings Inc.
Chief Executive Officer, GPS Med Tech
Strategy Consulting LLC(Note 3)

4,598
[3,560](Note 4)

Date of birth

October 1985

Outside Director

Gary John
PrudenMay 10, 1961

- 120 -

Position

Name

Date of birth

December 1987
February 1998

February 2007

November 2008
Outside Director

Luann Marie
Pendy

May 8, 1960

June 2014

November 2017

January 2018

June 2023- 121 -

ProfileTerm ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)

Joined Abbott
Laboratories
Director, Quality Control
Production Laboratories,
Chemical andAgricultural Product
Division, Abbott
Laboratories
Corporate Vice President,
Global Quality &Regulatory Affairs,
Hospira Inc
Vice President, Corporate
Quality, Medtronic Inc.
(currently Medtronic plc.)
Senior Vice President,
Global Quality,
Medtronic Inc. (currently
Medtronic plc.)
Senior Vice President,
Regulatory Affairs &Global Quality,
Medtronic plc.
Senior Vice President,
Chief Quality andRegulatory Affairs
Officer, Medtronic plc.
Outside Director,
Olympus Corporation(present)(Note 3)3,560
[3,560](Note 4)

Position

Outside Director

Name

Masato Iwasaki

Date of birthProfileApril 1985

Joined Takeda
Pharmaceutical Company
LimitedJune 2008

Senior Vice President andHead, Strategic Product
Planning Department,
Takeda Pharmaceutical
Company Limited.

June 2010

Corporate Officer,
Takeda Pharmaceutical
Company Limited.

January 2012

Head of Chief Medical &Scientific Officer Office,Takeda Pharmaceuticals
International, Inc.

April 2012

Senior Vice President,
PharmaceuticalMarketing Division,
Takeda Pharmaceutical
Company Limited.

June 2012

Director, Takeda
Pharmaceutical Company
Limited.

April 2015

President, Japan Pharm
Business Unit, Takeda
Pharmaceutical Company
Limited.

November 6,
1958
April 2021

Japan General Affairs,
Takeda Pharmaceutical
Company Limited.

June 2021

Representative Director,
Takeda Pharmaceutical
Company Limited.

June 2022

Outside Director, JSR
Corporation (scheduled toretire on June 27, 2024)

June 2023

Chairperson of
Economic, Fiscal,
Financial, and Social
Security Committee,
KEIZAI DOYUKAI(Japan Association of
Corporate Executives)(present)
Representative Director
and Chief Executive
Officer, Rock&Company
K.K. (present)

September 2023

- 122 -

Drug Discovery Strategic
Advisor, CellSource Co.,
Ltd. (present)

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)(Note 3)–(Note 4)

Position

Name

Date of birthProfileJune 2024

Outside Director,
Olympus Corporation(scheduled)<Important concurrent positions>
Outside Director, JSR Corporation(scheduled to retire on June 27, 2024)
Chairperson of Economic, Fiscal, Financial,and Social Security Committee, KEIZAIDOYUKAI (Japan Association of Corporate
Executives)
Representative Director and Chief
Executive Officer, Rock&Company K.K.
Drug Discovery Strategic Advisor,
CellSource Co., Ltd.

- 123 -

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)Position

Director,
Representative
Executive Officer,
Executive
Chairperson and
ESG Officer

Name

Yasuo
TakeuchiDate of birthProfileApril 1980

Joined Olympus
Corporation

April 2009

Director, Olympus
Europa Holding GmbH(currently Olympus
Europa SE & Co. KG)

June 2009

Corporate Officer,
Olympus Corporation

October 2011

Executive Managing
Director and Chairpersonof the Board, Olympus
Europa Holding GmbH(currently Olympus
Europa SE & Co. KG)

April 2012

Director, Olympus
Corporation (present)
Senior Corporate
Managing Officer,
Olympus Corporation
Group President of GroupManagement Office,Olympus Corporation
Chairperson of the Board,
Olympus Corporation of
the Americas

February 25,
1957

Director, Olympus
Corporation of Asia
Pacific Limited
March 2013

Administrative Board andManaging Director,
Olympus Europa HoldingSE

April 2015

Head of Corporate
Management Office,Olympus Corporation

April 2016

Director, Vice President,
Olympus Corporation
Chief Financial Officer(CFO), Olympus
Corporation
Chief Regional
Representative Officer,
Olympus Corporation

April 2019

- 124 -

Representative Director,
Olympus Corporation
President, Olympus
Corporation
Chief Executive Officer(CEO), Olympus
Corporation

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)(Note 3)248,740[99,641](Note 4)

Position

Name

Date of birthProfileJune 2019

Representative Executive
Officer, President andChief Executive Officer(CEO), Olympus
Corporation

April 2023

Representative Executive
Officer, Executive
Chairperson, Olympus
Corporation (present)
ESG Officer, Olympus
Corporation (present)- 125 -

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)Position

Director,
Representative
Executive Officer,
President and Chief
Executive Officer
(CEO)

Name

StefanKaufmannDate of birthProfileSeptember 1990

Various roles inoperational and strategic
HR functions, Karstadt
AG

October 2000

Head of HR
Development, Thomas
Cook

May 2003

Joined Olympus EuropaGmbH (currently
Olympus Europa SE &Co. KG)
General Manager Human
Resources, Olympus
Europa GmbH (currently
Olympus Europa SE &Co. KG)

April 2008

Managing Director
Corporate Division,
Olympus Europa GmbH(currently Olympus
Europa SE & Co. KG)

November 2011

Executive Managing
Director, Olympus
Europa SE & Co. KG

September 2013

Managing Director
Consumer Business,
Olympus Europa SE &Co. KG

January 24, 1968
April 2017

Corporate Officer,
Olympus Corporation

April 2019

Chief Administrative
Officer (CAO), Olympus
Corporation
Supervisory Board(Chairperson), Olympus
Europa Holding SE

June 2019

Director, Olympus
Corporation (present)
Executive Officer andChief Administrative
Officer (CAO), Olympus
Corporation

April 2022

Chief Strategy Officer(CSO), Olympus
Corporation
ESG Officer, Olympus
Corporation
Director, Olympus(China) Co., Ltd.

April 2023

Representative Executive
Officer, President andChief Executive Officer(CEO), Olympus
Corporation (present)- 126 -

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)(Note 3)

169,149[115,805](Note 4)

Position

Name

Date of birthProfileChairperson of the Board,
Olympus Corporation of
the Americas (present)- 127 -

Term ofofficeNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)Position

Name

Date of birth

February 1991
July 2005

August 2011

June 2013

April 2014
April 2015
Director

ToshihikoOkubo

June 1, 1960
April 2016
April 2019

April 2021
April 2022
April 2023
June 2023

1.
2.

3.
4.

Term ofofficeJoined Olympus
Corporation
President and Chief
Executive Officer (CEO),Olympus NDTCorporation (currently
Evident Scientific Inc.)
General Division
Manager of the Life &Industrial Systems,
Olympus Corporation
Chairperson, Olympus
NDT Corporation(currently Evident
Scientific Inc.)
Corporate Officer,
Olympus Corporation
Division Manager of the
Scientific Solutions
Business Strategy
Division, Olympus
Corporation
Head of the Scientific
Solutions Business Unit,
Olympus Corporation
Senior Vice President of
New Business
Development, Olympus
Corporation
Senior Vice President ofCorporate Planning,
Olympus Corporation
Deputy Chief Strategy
Officer, Olympus
Corporation
Assistant to Chief
Strategy Officer,
Olympus Corporation
Director, Olympus
Corporation (present)(Note 3)24,709[9,688](Note 4)

491,032[257,363](Note 4)

Total
Notes:

ProfileNumber ofshares held
(Of which,the number ofshares to bedeliveredunder thestock
compensationplan) (Shares)

Messrs. Sumitaka Fujita, David Robert Hale and Jimmy C. Beasley, Ms. Sachiko Ichikawa, Messrs. Kohei Kan andGary John Pruden and Drs. Luann Marie Pendy and Masato Iwasaki are outside directors.
If Messrs. Sumitaka Fujita, David Robert Hale and Jimmy C. Beasley, Ms. Sachiko Ichikawa, Messrs. Kohei Kan andGary John Pruden and Drs. Luann Marie Pendy and Masato Iwasaki are elected as directors, Olympus Corporationplans to notify the Tokyo Stock Exchange, Inc. of their election as independent directors as stipulated in Rule 436-2 ofthe Securities Listing Regulations of the Tokyo Stock Exchange, Inc.
The term of office shall expire upon the close of the General Meeting of Shareholders pertaining to the final businessyear ending within one (1) year after election at the General Meeting of Shareholders held on June 26, 2024.
“Number of shares held” indicates the number of shares held as of March 31, 2024. It also includes the number ofshares each director holds through the Officers’ Shareholding Association of Olympus Corporation, his/her own equity- 128 -

5.

6.

interest held through a company managing stock compensation of Olympus Corporation as well as the number ofshares to be delivered under the stock compensation plan.
Mr. David Robert Hale is a Co-CEO of ValueAct Capital Management L.P. The number of shares of Olympus
Corporation held by ValueAct Capital Master Fund, L.P. controlled by ValueAct Capital Management L.P. is6,403,084 shares as of March 31, 2024. Since the share of voting rights held by the said company is less than 5%,
Olympus Corporation plans to maintain his position as independent director.
Olympus Corporation is a company with a Nominating Committee, etc. The structure of the committees will be as
follows.
Nominating Committee: Messrs. Sumitaka Fujita and Gary John Pruden, Dr. Masato Iwasaki and Mr. Stefan
KaufmannCompensation Committee: Messrs. Jimmy C. Beasley and David Robert Hale, Dr. Luann Marie Pendy and Mr. Yasuo
TakeuchiAudit Committee: Mr. Kohei Kan, Ms. Sachiko Ichikawa and Mr. Toshihiko Okubo- 129 -

b. Executive Officers

ProfileTerm ofofficeNumber ofshares held (Ofwhich, thenumber ofshares to bedelivered under
the stockcompensationplan) (Shares)a.

See Status of Directors(Note 1)

248,740[99,641](Note 2)January 24, 1968 a.

See Status of Directors(Note 1)

169,149[115,805](Note 2)

Position

Name

Date of birth

Director,
Representative
Executive Officer,
Executive
Chairperson and
ESG Officer

Yasuo
TakeuchiFebruary 25,
1957

Director,
Representative
Executive Officer,
President and Chief
Executive Officer(CEO)

StefanKaufmann- 130 -

Position

Name

Date of birth

February 1993

April 2000

April 2005

April 2006
April 2009
Executive Officer
and Endoscopic
Solutions Division
Head

Frank
Drewalowski

April 21, 1965

April 2011

April 2019

April 2020

April 2023

- 131 -

ProfileTerm ofofficeNumber ofshares held (Ofwhich, thenumber ofshares to bedelivered under
the stockcompensationplan) (Shares)

Joined Olympus EuropaGmbH (currently
Olympus Europa SE &Co. KG)
Department Manager
GI/EUS/BF and Service
Marketing Division,
Olympus Europa GmbH(currently Olympus
Europa SE & Co. KG)
General Manager
Medical Endoscopy &Surgical, Olympus
Medical Systems EuropaGmbH (currently
Olympus Europa SE &Co. KG)Managing Director
Medical, Olympus
Germany
Regional Managing
Director Medical,
Microscopy andConsumer Business,
Olympus Germany
Managing Director
Medical Systems
Division, Olympus
Europa GmbH (currently
Olympus Europa SE &Co. KG)
Executive Managing
Director, Olympus
Europa Holding GmbH(currently Olympus
Europa SE & Co. KG)
Corporate Officer,
Olympus Corporation
Global Division Head
Endoscopic Solutions
Division, Olympus
Corporation
Executive Officer andEndoscopic Solutions
Division Head, Olympus
Corporation (present)
Supervisory Board(Chairperson), Olympus
Europa Holding SE(present)(Note 1)45,903[45,903](Note 2)

Position

Name

Date of birthProfileApril 1988
April 2005

April 2008
April 2009

May 2013

July 2017
Executive Officer
and Therapeutic
Solutions Division
Head

Seiji Kuramoto

August 4, 1964

April 2020

April 2021

April 2022
April 2024

- 132 -

Joined Olympus
Corporation
Vice President, Olympus
Surgical & Industrial
America Inc. (currently
Olympus America Inc.)
Executive Director,
Olympus America Inc.
General Manager ofMarketing for Surgical,
Olympus Medical
Systems Corp.
General Manager of
Product Planning, Sony
Olympus Medical
Solutions Inc.
Executive Vice President
and Representative
Director, Sony Olympus
Medical Solutions Inc.
Senior Vice President,
Endoscopic Solution GI
Business Leader, Global,
Olympus Corporation
Senior Vice President,
Endoscopic Solution
Surgical Business
Leader, Global,
Olympus Corporation
Director, Sony Olympus
Medical Solutions Inc.
Global Division Head
Therapeutic Solutions
Division, Olympus
Corporation
Corporate Officer,
Olympus Corporation
Executive Officer andTherapeutic Solutions
Division Head, Olympus
Corporation (present)

Term ofofficeNumber ofshares held (Ofwhich, thenumber ofshares to bedelivered under
the stockcompensationplan) (Shares)(Note 1)

9,261
[3,864](Note 2)

Position

Name

Date of birthProfileApril 1987
May 2006

May 2010

April 2013
May 2016
April 2019

Executive Officer
and Chief Financial
Officer (CFO)

Tatsuya Izumi

September 1,
1964

May 2021

April 2022

April 2024

Joined ITOCHU
Corporation
General Manager,
Planning & Control
Department, Finance
Division, ITOCHU
Corporation
Treasurer & General
Manager, Finance
Division, ITOCHUInternational Inc.
CFO, ASEAN & SouthWest Asia Bloc,
ITOCHU Corporation
CFO, Textile Company,
ITOCHU Corporation
Executive Officer,
General Manager,
General Accounting
Control Division,
ITOCHU Corporation
Director, Managing
Executive Officer, Chief
Executive of
Administration,
NIPPON ACCESS, INC.
Director, Senior
Managing Executive
Officer, Chief Executiveof Administration,
NIPPON ACCESS, INC.
Joined Olympus
Corporation
Executive Officer andChief Financial Officer(CFO), Olympus
Corporation (present)
Supervisory Board,
Olympus Europa
Holding SE (present)
Director, Olympus
Corporation of Asia
Pacific Limited (present)
Director, Olympus(China) Co., Ltd.
(present)- 133 -

Term ofofficeNumber ofshares held (Ofwhich, thenumber ofshares to bedelivered under
the stockcompensationplan) (Shares)(Note 1)–
(Note 2)

Position

Name

Executive Officer
Gabrielaand Chief Strategy
Castillo Kaynor
Officer (CSO)

Date of birthProfileApril 2000

Joined Johnson &Johnson Services, Inc.

May 2004

Business Unit Manager,
Johnson & Johnson
Services, Inc.

February 2007

Engineering Manager,
Johnson & Johnson
Services, Inc.

July 2008

R&D Director
Monitoring & OR
Products, SharpSafety,
Covidien plc (currently
Cardinal Health, Inc.)

February 2012

Director Program
Management Office &Advanced Supplier
Development, Covidienplc (currently Cardinal
Health, Inc.)

February 2015

Director of Operations,
Acclarent, Inc.

April 2016

Joined Olympus
Corporation of theAmericas
Executive Director
Strategy Development &Portfolio Management,
Olympus Corporation of
the Americas

November 20,
1975
July 2017

Vice President,
Upstream Marketing &PMO, Olympus
Corporation of theAmericas

April 2019

Senior Vice President,
Global Portfolio
Management, Strategy &PMO Therapeutic
Solutions Division,
Olympus Corporation

April 2020

Global Division Head
Therapeutic Solutions
Division, Olympus
Corporation

April 2022

Corporate Officer,
Olympus Corporation
Director, Olympus
Corporation of theAmericas (present)

April 2023

Executive Officer andTherapeutic Solutions
Division Head, Olympus
Corporation- 134 -

Term ofofficeNumber ofshares held (Ofwhich, thenumber ofshares to bedelivered under
the stockcompensationplan) (Shares)(Note 1)

28,540[27,694](Note 2)

Position

Name

Date of birthProfileApril 2024

Executive Officer andChief Strategy Officer(CSO), Olympus
Corporation (present)
Director, Olympus
Corporation of Asia
Pacific Limited (present)- 135 -

Term ofofficeNumber ofshares held (Ofwhich, thenumber ofshares to bedelivered under
the stockcompensationplan) (Shares)Position

Name

Date of birth

April 1983
April 2011

April 2012

July 2013
May 2016
Executive Officer
and Chief
Manufacturing and
Supply Officer(CMSO)

TetsuoKobayashi

June 17, 1960

February 2019
April 2019
April 2020
April 2021
April 2022

April 2024

- 136 -

ProfileTerm ofofficeNumber ofshares held (Ofwhich, thenumber ofshares to bedelivered under
the stockcompensationplan) (Shares)

Joined Olympus
Corporation
Division Manager ofBusiness Structure
Reformation Division,
Olympus Corporation
Corporate Officer,
Olympus Corporation
Division Manager ofGroup Management
Division, Olympus
Corporation
Division Manager ofFinance Division,
Olympus Corporation
Executive Vice
President, Olympus
Corporation of theAmericas
Division Manager ofManagement Division,
Olympus Corporation
Office of Chief
Executive Officer,
Olympus Corporation
Supervisory Board,
Olympus Europa
Holding SE
Chief Strategy Officer(CSO), Olympus
Corporation
Executive Officer andChief Manufacturing and
Supply Officer (CMSO),
Olympus Corporation(present)
Director, Olympus(China) Co., Ltd.
(present)(Note 1)

55,208[24,692](Note 2)

Position

Name

Date of birth

September 1991

July 1996
April 1998

July 2001
January 2004
October 2008
April 2010

Executive Officer
and Chief
Andre Heribert
Technology Officer
Roggan(CTO)

September 19,
1962

April 2012

April 2013

April 2019

April 2021

April 2022

- 137 -

ProfileTerm ofofficeNumber ofshares held (Ofwhich, thenumber ofshares to bedelivered under
the stockcompensationplan) (Shares)

Joined Laser-MedizinZentrum (currently
Laser- und MedizinTechnologie GmbH)
Project Manager,
University Hospital
Benjamin Franklin
Technical Director,
Division of Biomedical
Engineering, Laser- undMedizin-Technologie
GmbH
Director Research andDevelopment, Celon AG
medical instruments
Chief Technology
Officer (CTO), Celon
AG medical instruments
Chief Executive Officer(CEO), Celon AG
medical instruments
Joined Olympus Winter& Ibe GmbHManaging Director,
Olympus Winter & Ibe
GmbHManaging Director andSpeaker of the Board,
Olympus Winter & Ibe
GmbHExecutive Managing
Director andChairperson of theBoard, Olympus Winter& Ibe GmbHManaging Director,
Olympus Europa
Management SE
Global Head ofDevelopment,
Therapeutic Systems
Division, Olympus
Corporation
Corporate Officer,
Olympus Corporation
Operation GroupManagement Head andOlympus SurgicalTechnologies Europe
Head, Olympus
Corporation
Executive Officer andChief Technology
Officer (CTO), Olympus
Corporation (present)(Note 1)

43,781[43,781](Note 2)

Position

Name

Date of birthProfileMarch 1993
February 2003
March 2005
August 2011

August 2019
Executive Officer
and Chief Quality
Officer (CQO)

Boris Shkolnik

July 12, 1970
February 2022

April 2023
April 2024

- 138 -

Joined Cordis
Manager, Plant Quality
Assurance, Cordis
Senior Director, Quality
Management, Becton,
Dickinson and Company
Worldwide Vice
President, Quality
Management, Becton,
Dickinson and Company
Senior Vice President,
Quality Management,
Medical Segment,
Becton, Dickinson andCompany
Joined Olympus
Corporation of theAmericasSenior Vice President,
Product Quality,
Olympus Corporation
Global Functional Headof Quality, Olympus
Corporation
Executive Officer andChief Quality Officer(CQO), Olympus
Corporation (present)

Term ofofficeNumber ofshares held (Ofwhich, thenumber ofshares to bedelivered under
the stockcompensationplan) (Shares)(Note 1)

6,737
[6,737](Note 2)

Position

Name

Date of birth

April 1984
June 1999
June 2008

March 2011

Executive Officer
and Chief Human
Resources Officer(CHRO)

June 2015
ShigetoOhtsukiNovember 12,
1961
November 2019
February 2020
April 2020
April 2022
April 2023

1.
2.

3.

Term ofofficeJoined Hitachi, Ltd.
Manager, Human
Resources, General
Electric Japan, Ltd.
Director & Corporate
Officer, Human
Resources, Hewlett
Packard Japan, Ltd.
Corporate Officer,
General Manager of
Personnel Department,
Shiseido Company,
Limited
Executive Officer,
Human Resources and
CSR, Miraca Holdings
Inc. (currently H.U.
Group Holdings, Inc.)
Joined Olympus
Corporation
Human Resources Head,
Olympus Corporation
Corporate Officer,
Olympus Corporation
Supervisory Board,
Olympus Europa
Holding SE (present)
Executive Officer andChief Human Resources
Officer (CHRO),
Olympus Corporation(present)(Note 1)

18,239[13,752](Note 2)625,558[381,869](Note 2)

Total
Notes:

ProfileNumber ofshares held (Ofwhich, thenumber ofshares to bedelivered under
the stockcompensationplan) (Shares)

The term of office shall be until March 31, 2025.
“Number of shares held” indicates the number of shares held as of March 31, 2024. It also includes the number ofshares each executive officer holds through the Officers’ Shareholding Association of Olympus Corporation, his/her
own equity interest held through a company managing stock compensation of Olympus Corporation as well as thenumber of shares to be delivered under the stock compensation plan.
Olympus Corporation has adopted a corporate officer system. The 7 corporate officers are as follows.
Corporate Officer
Corporate Officer
Corporate Officer

Hidenao Tsuchiya
Yoshio Tashiro
Tomohisa Sakurai

Corporate Officer

Masahito Goto

Corporate Officer

Wenlei Yang

Corporate Officer

Hironobu Kawano

Corporate Officer

Stephen Kneebone- 139 -

(ii) Outside Directors
Olympus Corporation has strengthened its corporate governance system by having the majority ofits directors be independent outside directors, to reflect their objective viewpoints and wealth ofexperience and knowledge in its management. In addition, Olympus Corporation is a company witha Nominating Committee, etc. and the Nominating Committee, the majority of which are
independent outside directors, determines the candidates for the Board of Directors.
1.

The reasons for the appointment of the ten outside directors as of the filing date of the Annual
Securities Report (June 20, 2024) are as follows.
There are no special interests between the outside directors and Olympus Corporation.
Olympus Corporation has designated all ten outside directors as independent directors.
Name

Sumitaka Fujita

Yasumasa Masuda

Reasons for appointment
Mr. Sumitaka Fujita has extensive experience and diverse knowledge as a business
manager at ITOCHU Corporation. He also possesses a high level of insight,
expertise, and capabilities that are expected of an outside director of Olympus
Corporation through his experience as an outside director and outside auditor atseveral other companies and his experience as the Chairperson of the Japan
Association for Chief Finance Officers. Since he assumed the post of director of
Olympus Corporation in April 2012, he has been giving guidance/advice regarding
the business management of Olympus Corporation at meetings of the Board of
Directors. In addition, he contributed to the development of a transparent director
compensation system as Chairperson of the Compensation Committee, which wasestablished voluntarily. Since June 2018, he has been leading the Board of Directors
as Chairperson of the Board. After the transition to a company with a Nominating
Committee, etc. in June 2019, he continued to chair the Board of Directors andmonitored business execution of Olympus Corporation at the Board of Directors,
and as Chairperson of the Nominating Committee, he facilitated decisions regarding
the contents of the agenda for election of directors. Olympus Corporation expects
that outside directors will monitor management from the perspective of achieving
sustainable growth of Olympus Corporation and enhancing corporate value over the
medium to long term as entrusted by shareholders, and will provide advice based on
their own knowledge. From the above, Olympus Corporation has determined that heis an indispensable person for the composition of the Board of Directors.
Mr. Yasumasa Masuda has extensive experience and diverse knowledge as abusiness manager in the healthcare industry at Astellas Pharma Inc. In addition,
through his experience as an independent non-executive officer at the Deloitte
Tohmatsu Group, he possesses a high level of insight, expertise, and capabilities thatare expected of an outside director of Olympus Corporation. Since he assumed thepost of director of Olympus Corporation in June 2018, he has been giving
guidance/advice regarding the business management of Olympus Corporation atmeetings of the Board of Directors and the Nominating Committee. After thetransition to a company with a Nominating Committee, etc. in June 2019, hemonitored business execution of Olympus Corporation at the Board of Directors,
and as a member of the Nominating and Compensation Committees, he facilitateddecisions regarding the contents of the agenda for election of directors and regarding
executive compensation. In addition, he has been promoting the audit of theexecution of duties by the executive officers and directors of Olympus Corporation
as Chairperson of the Audit Committee since June 2021. Olympus Corporation
expects that outside directors will monitor management from the perspective ofachieving sustainable growth of Olympus Corporation and enhancing corporate
value over the medium to long term as entrusted by shareholders, and will provide
advice based on their own knowledge. From the above, Olympus Corporation has
determined that he is an indispensable person for the composition of the Board of
Directors.
- 140 -Name

David Robert Hale

Jimmy C. Beasley

Sachiko Ichikawa

Reasons for appointment
Mr. David Robert Hale is a Partner of ValueAct Capital Management L.P.
(hereinafter called “VAC”), one of Olympus Corporation’s shareholders. He has a
track record of helping global companies transform themselves with his knowledgeof the global capital markets and the healthcare industry as a business management
consultant and investor with experience in diverse industries, and he possesses ahigh level of insight, expertise, and capabilities that are expected of an outside
director of Olympus Corporation. Since he assumed the post of director of Olympus
Corporation in June 2019, he has been giving guidance/advice regarding thebusiness management of Olympus Corporation at meetings of the Board of
Directors. In addition, as a member of the Nominating Committee, he facilitateddecisions regarding the contents of the agenda for election of directors. Olympus
Corporation expects that outside directors will monitor management from theperspective of achieving sustainable growth of Olympus Corporation and enhancing
corporate value over the medium to long term as entrusted by shareholders, and will
provide advice based on their own knowledge. From the above, Olympus
Corporation has determined that he is an indispensable person for the composition of
the Board of Directors. Since he is a Partner of VAC, one of Olympus Corporation’sshareholders, it is expected that he can contribute to enhancing corporate value byreflecting shareholder opinions in management.
Through his 30 years of global business experience and extensive management
experience in the C. R. Bard Group, one of the world’s leading companies in thehealthcare industry, Mr. Jimmy C. Beasley possesses a high level of insight,
expertise, and capabilities that are expected of an outside director of Olympus
Corporation. Since he assumed the post of director of Olympus Corporation in June
2019, he has been giving guidance/advice regarding the business management of
Olympus Corporation at meetings of the Board of Directors. In addition, he has
participated in decisions on executive compensation as a member of theCompensation Committee. Olympus Corporation expects that outside directors will
monitor management from the perspective of achieving sustainable growth of
Olympus Corporation and enhancing corporate value over the medium to long termas entrusted by shareholders, and will provide advice based on their own knowledge.
From the above, Olympus Corporation has determined that he is an indispensable
person for the composition of the Board of Directors. Olympus Corporation has
determined that he will contribute to achieving sustainable growth and enhancing
corporate value over the medium to long term of Olympus Corporation, as well as
fulfilling Olympus Corporation’s aim of enhancing the diversity of the Board of
Directors including the internationality as a global MedTech company.
Ms. Sachiko Ichikawa has extensive experience, broad knowledge and a global
perspective as an attorney (in Japan and the State of New York, U.S.A.) and acertified public accountant in the U.S. She also possesses a high level of insight,
expertise, and capabilities that are expected of an outside director of Olympus
Corporation through her experience as an outside director and Outside Auditor atseveral other companies and her experience as Director and Statutory Auditor of theBoard Director Training Institute of Japan. Since she assumed the post of director of
Olympus Corporation in June 2021, she has been giving guidance/advice regarding
the business management of Olympus Corporation at meetings of the Board of
Directors. In addition, she has promoted the audit of the execution of duties by the
executive officers and directors of Olympus Corporation as a member of the Audit
Committee. Olympus Corporation expects that outside directors will monitor
management from the perspective of achieving sustainable growth of Olympus
Corporation and enhancing corporate value over the medium to long term as
entrusted by shareholders, and will provide advice based on their own knowledge.
From the above, Olympus Corporation has determined that she is an indispensable
person for the composition of the Board of Directors.

- 141 -Name

Yasushi Shingai

Kohei Kan

Gary John Pruden

Reasons for appointment
Mr. Yasushi Shingai possesses extensive experience and diverse knowledge as abusiness manager at Japan Tobacco Inc. He also possesses a high level of insight,
expertise, and capabilities that are expected of an outside director of Olympus
Corporation through his experience as an outside director at several othercompanies, combined with his professional knowledge beyond corporate financeregarding acquisition of global companies as well as post-acquisition management
and governance, in addition to his extensive experience as a business manager of an
overseas business headquarters company of the Japan Tobacco Group. Since heassumed the post of director of Olympus Corporation in June 2022, he has been
giving guidance/advice regarding the business management of Olympus Corporation
at meetings of the Board of Directors. In addition, as a member of the Nominating
and Compensation Committees, he facilitated decisions regarding the contents of theagenda for election of directors and regarding executive compensation. Olympus
Corporation expects that outside directors will monitor management from theperspective of achieving sustainable growth of Olympus Corporation and enhancing
corporate value over the medium to long term as entrusted by shareholders, and will
provide advice based on their own knowledge. From the above, Olympus
Corporation has determined that he is an indispensable person for the composition of
the Board of Directors.
Mr. Kohei Kan has extensive experience and diverse knowledge as Chief Executive
Officer of Deloitte Touche Tohmatsu LLC, in addition to his extensive experienceand diverse knowledge as a certified public accountant. He also possesses a highlevel of insight, expertise, and capabilities that are expected of an outside director of
Olympus Corporation given that he has experience working abroad and experienceas person in charge of auditing and assurance businesses overseas at the
aforementioned company with a global perspective. In addition, he currently serves
as a board member of the International Federation of Accountants. Since he assumed
the post of director of Olympus Corporation in June 2022, he has been giving
guidance/advice regarding the business management of Olympus Corporation atmeetings of the Board of Directors. In addition, he has promoted the audit of theexecution of duties by the executive officers and directors of Olympus Corporation
as a member of the Audit Committee. Olympus Corporation expects that outside
directors will monitor management from the perspective of achieving sustainablegrowth of Olympus Corporation and enhancing corporate value over the medium tolong term as entrusted by shareholders, and will provide advice based on their own
knowledge. From the above, Olympus Corporation has determined that he is anindispensable person for the composition of the Board of Directors.
Mr. Gary John Pruden has over 30 years of global business experience and extensive
experience and knowledge as a business manager at Johnson & Johnson Group, oneof the world’s leading companies in the healthcare industry. He also has experience
as an outside director of several U.S. companies. Since he assumed the post of
director of Olympus Corporation in June 2022, he has been giving guidance/advice
regarding the business management of Olympus Corporation at meetings of theBoard of Directors. In addition, he has participated in decisions on executive
compensation as a member of the Compensation Committee. Olympus Corporation
expects that outside directors will monitor management from the perspective ofachieving sustainable growth of Olympus Corporation and enhancing corporate
value over the medium to long term as entrusted by shareholders, and will provide
advice based on their own knowledge. From the above, Olympus Corporation has
determined that he is an indispensable person for the composition of the Board of
Directors. Olympus Corporation has determined that he will contribute to achieving
sustainable growth and enhancing corporate value over the medium to long term of
Olympus Corporation, as well as fulfilling Olympus Corporation’s aim of enhancing
the diversity of the Board of Directors including the internationality as a global
MedTech company.
- 142 -

Name

Tatsuro Kosaka

Luann Marie Pendy

2.

Reasons for appointment
Mr. Tatsuro Kosaka has extensive experience and diverse knowledge as a business
manager in the healthcare industry at CHUGAI PHARMACEUTICAL CO., LTD.
He implements global corporate management at CHUGAI PHARMACEUTICAL
CO., LTD. He also possesses a high level of insight, expertise, and capabilities thatare expected of an outside director of Olympus Corporation through his experience
as an outside director and Outside Auditor at several other companies. Furthermore,
he currently serves as Vice Chairperson of Council at KEIDANREN (Japan
Business Federation). Olympus Corporation expects that outside directors will
monitor management from the perspective of achieving sustainable growth of
Olympus Corporation and enhancing corporate value over the medium to long termas entrusted by shareholders, and will provide advice based on their own knowledge.
From the above, Olympus Corporation has determined that he is an indispensable
person for the composition of the Board of Directors.
Dr. Luann Marie Pendy has extensive experience and diverse knowledge throughher work with Medtronic plc., one of the world’s leading companies in thehealthcare industry, as well as with several other companies. In particular, she also
possesses a high level of insight, expertise, and capabilities that are expected of an
outside director of Olympus Corporation through her experience in the areas of
Quality Assurance and Regulatory Affairs (QA&RA), as well as her experience on
quality-related committees. Olympus Corporation expects that outside directors will
monitor management from the perspective of achieving sustainable growth of
Olympus Corporation and enhancing corporate value over the medium to long termas entrusted by shareholders, and will provide advice based on their own knowledge.
From the above, Olympus Corporation has determined that she is an indispensable
person for the composition of the Board of Directors. Olympus Corporation has
determined that she will contribute to achieving sustainable growth and enhancing
corporate value over the medium to long term of Olympus Corporation, as well as
fulfilling Olympus Corporation’s aim of enhancing the diversity of the Board of
Directors including the internationality as a global MedTech company.

Olympus Corporation has proposed the “Election of Eleven Directors” as an agenda item
(matter to be resolved) at the General Meeting of Shareholders to be held on June 26, 2024,
and the reasons for the election of the eight persons nominated as candidates for outside
directors in the agenda are as follows.
There are no special interests between the candidates for outside directors and Olympus
Corporation. If the candidates for outside directors are elected, Olympus Corporation plans todesignate all eight outside directors as independent directors.

- 143 -

Name

Sumitaka Fujita

David Robert Hale

Reasons for appointment
Mr. Sumitaka Fujita has extensive experience and diverse knowledge as a business
manager at ITOCHU Corporation. He also possesses a high level of insight,
expertise, and capabilities that are expected of an outside director of Olympus
Corporation through his experience as an outside director and Outside Auditor atseveral other companies and his experience as the Chairperson of the Japan
Association for Chief Finance Officers. Since he assumed the post of director of
Olympus Corporation in April 2012, he has been giving guidance/advice regarding
the business management of Olympus Corporation at meetings of the Board of
Directors. In addition, he contributed to the development of a transparent director
compensation system as Chairperson of the Compensation Committee, which wasestablished voluntarily. Since June 2018, he has been leading the Board of Directors
as Chairperson of the Board. Furthermore, after the transition to a company with aNominating Committee, etc. in June 2019, he has been monitoring businessexecution of Olympus Corporation at the Board of Directors, and as Chairperson of
the Nominating Committee, he has been facilitating decisions regarding the contentsof the agenda for election of directors. Olympus Corporation expects that outside
directors will monitor management from the perspective of achieving sustainablegrowth and enhancing corporate value over the medium to long term of the Olympus
Group as entrusted by shareholders, and will provide advice based on their own
knowledge. From the above, Olympus Corporation has determined that he is anindispensable person for the composition of the Board of Directors.
Mr. David Robert Hale is a business manager of ValueAct Capital Management L.P.
(hereinafter called “VAC”), one of Olympus Corporation’s shareholders. He has a
track record of helping global companies transform themselves with his knowledgeof the global capital markets and the healthcare industry as a business management
consultant and investor with experience in diverse industries, and he possesses ahigh level of insight, expertise, and capabilities that are expected of an outside
director of Olympus Corporation. Since he assumed the post of director of Olympus
Corporation in June 2019, he has been giving guidance/advice regarding thebusiness management of Olympus Corporation at meetings of the Board of
Directors. In addition, as a member of the Nominating Committee until June 2023,
he facilitated decisions regarding the contents of the agenda for election of directors.
Olympus Corporation expects that outside directors will monitor management fromthe perspective of achieving sustainable growth and enhancing corporate value overthe medium to long term of the Olympus Group as entrusted by shareholders, andwill provide advice based on their own knowledge. From the above, Olympus
Corporation has determined that he is an indispensable person for the composition of
the Board of Directors. Since he is Co-Chief Executive Officer of VAC, one of
Olympus Corporation’s shareholders, it is expected that he can contribute toenhancing corporate value by reflecting shareholder opinions in management.

- 144 -Name

Jimmy C. Beasley

Sachiko Ichikawa

Kohei Kan

Reasons for appointment
Through his 30 years of global business experience and extensive management
experience in the C. R. Bard Group, one of the world’s leading companies in thehealthcare industry, Mr. Jimmy C. Beasley possesses a high level of insight,
expertise, and capabilities that are expected of an outside director of Olympus
Corporation. Since he assumed the post of director of Olympus Corporation in June
2019, he has been giving guidance/advice regarding the business management of
Olympus Corporation at meetings of the Board of Directors. In addition, he has been
participating in decisions on executive compensation as a member of theCompensation Committee. Olympus Corporation expects that outside directors will
monitor management from the perspective of achieving sustainable growth andenhancing corporate value over the medium to long term of the Olympus Group as
entrusted by shareholders, and will provide advice based on their own knowledge.
From the above, Olympus Corporation has determined that he is an indispensable
person for the composition of the Board of Directors. Olympus Corporation has
determined that he will contribute to achieving sustainable growth and enhancing
corporate value over the medium to long term of the Olympus Group, as well as
fulfilling Olympus Corporation's aim to enhancing the diversity of the Board of
Directors including the internationality as a global MedTech company.
Ms. Sachiko Ichikawa has extensive experience, broad knowledge and a global
perspective as an attorney (in Japan and the State of New York, U.S.A.) and acertified public accountant in the U.S. She also possesses a high level of insight,
expertise, and capabilities that are expected of an outside director of Olympus
Corporation through her experience as an outside director and Outside Auditor atseveral other companies and her experience as Statutory Auditor of The Board
Director Training Institute of Japan. Since she assumed the post of director of
Olympus Corporation in June 2021, she has been giving guidance/advice regarding
the business management of Olympus Corporation at meetings of the Board of
Directors. In addition, she has been promoting the audit of the execution of duties by
the directors and executive officers of Olympus Corporation as a member of the
Audit Committee. Olympus Corporation expects that outside directors will monitor
management from the perspective of achieving sustainable growth and enhancing
corporate value over the medium to long term of the Olympus Group as entrusted byshareholders, and will provide advice based on their own knowledge. From theabove, Olympus Corporation has determined that she is an indispensable person forthe composition of the Board of Directors.
Mr. Kohei Kan has extensive experience and diverse knowledge as Chief Executive
Officer of Deloitte Touche Tohmatsu LLC, in addition to his extensive experienceand diverse knowledge as a certified public accountant. He also possesses a highlevel of insight, expertise, and capabilities that are expected of an outside director of
Olympus Corporation given that he has experience working abroad and experienceas person in charge of auditing and assurance businesses overseas at the
aforementioned company with a global perspective. In addition, he currently serves
as a board member of the International Federation of Accountants. Since he assumed
the post of director of Olympus Corporation in June 2022, he has been giving
guidance/advice regarding the business management of Olympus Corporation atmeetings of the Board of Directors. In addition, he has been promoting the audit of
the execution of duties by the directors and executive officers of Olympus
Corporation as a member of the Audit Committee. Olympus Corporation expects
that outside directors will monitor management from the perspective of achieving
sustainable growth and enhancing corporate value over the medium to long term of
the Olympus Group as entrusted by shareholders, and will provide advice based on
their own knowledge. From the above, Olympus Corporation has determined that heis an indispensable person for the composition of the Board of Directors.

- 145 -Name

Gary John Pruden

Luann Marie Pendy

Masato Iwasaki

Reasons for appointment
Mr. Gary John Pruden has over 30 years of global business experience and extensive
experience and knowledge as a business manager at Johnson & Johnson Group, oneof the world’s leading companies in the healthcare industry. He also has experience
as an outside director of several U.S. companies. Since he assumed the post of
director of Olympus Corporation in June 2022, he has been giving guidance/advice
regarding the business management of Olympus Corporation at meetings of theBoard of Directors. In addition, as a member of the Compensation Committee until
June 2023, he participated in decisions on executive compensation. As a member of
the Nominating Committee since June 2023, he has facilitating decisions regarding
the contents of the agenda for election of directors. Olympus Corporation expects
that outside directors will monitor management from the perspective of achieving
sustainable growth and enhancing corporate value over the medium to long term of
the Olympus Group as entrusted by shareholders, and will provide advice based on
their own knowledge. From the above, Olympus Corporation has determined that heis an indispensable person for the composition of the Board of Directors. Moreover,
Olympus Corporation has determined that he will contribute to achieving sustainablegrowth and enhancing corporate value over the medium to long term of the Olympus
Group, as well as fulfilling Olympus Corporation’s aim of enhancing the diversity of
the Board of Directors including the internationality as a global MedTech company.
Dr. Luann Marie Pendy has extensive experience and diverse knowledge throughher work with Medtronic plc., one of the world’s leading companies in thehealthcare industry, as well as with several other companies. In particular, she also
possesses a high level of insight, expertise, and capabilities that are expected of an
outside director of Olympus Corporation through her experience in the areas of
Quality Assurance and Regulatory Affairs (QA&RA), as well as her experience on
quality-related committees. Since she assumed the post of director of Olympus
Corporation in June 2023, she has been giving guidance/advice regarding thebusiness management of Olympus Corporation at meetings of the Board of
Directors. In addition, she has been participating in decisions on executive
compensation as a member of the Compensation Committee. Olympus Corporation
expects that outside directors will monitor management from the perspective ofachieving sustainable growth and enhancing corporate value over the medium tolong term of the Olympus Group as entrusted by shareholders, and will provide
advice based on their own knowledge. From the above, Olympus Corporation has
determined that she is an indispensable person for the composition of the Board of
Directors. Moreover, Olympus Corporation has determined that she will contributeto achieving sustainable growth and enhancing corporate value over the medium tolong term of the Olympus Group, as well as fulfilling Olympus Corporation’s aim ofenhancing the diversity of the Board of Directors including the internationality as a
global MedTech company.
Dr. Masato Iwasaki has extensive and diverse knowledge as a business manager inthe healthcare industry, having previously served as an executive at Takeda
Pharmaceutical Company Limited. He also possesses a high level of insight,
expertise, and capabilities that are expected of an outside director of Olympus
Corporation through his experience as an outside director at another company,
together with his experience in leading various acquisitions and establishment ofoverseas companies and restructuring, to promote globalization at Takeda
Pharmaceutical Company Limited. Additionally, he currently serves as a
Chairperson of Economic, Fiscal, Financial, and Social Security Committee at
KEIZAI DOYUKAI (Japan Association of Corporate Executives). Olympus
Corporation expects that outside directors will monitor management from theperspective of achieving sustainable growth and enhancing corporate value over the
medium to long term of the Olympus Group as entrusted by shareholders, and will
provide advice based on their own knowledge. From the above, Olympus
Corporation has determined that he is an indispensable person for the composition of
the Board of Directors.
- 146 -

To enable directors to fully fulfill the roles expected of them, Olympus Corporation has enteredinto liability limitation agreements with directors (excluding executive directors, etc.), andindemnification agreements with all directors. Olympus Corporation has also entered into a
directors and officers liability insurance agreement with an insurance company. Details aredescribed in “(iii) Other Matters Related to Corporate Governance” in “(1) Overview of corporate
governance.”[Policy on Independence of Outside Officers]
Olympus Corporation has established its “Criteria for Independence of Outside Officers” as
described below in order to clarify its policy on the independence of Outside Officers:(Criteria for Independence of Outside Officers)
1. In any of the past 10 fiscal years, the Outside Officer has not directly received more than ¥10
million in remuneration (excluding remuneration from Olympus Corporation to Officers) orother assets from Olympus Corporation and Olympus Corporation’s affiliates (hereinafter,
collectively the “Olympus Group”). If the Outside Officer is a consultant, accounting expert
or legal expert, the organization to which he or she belongs has not received more than ¥10
million in remuneration or similar from the Olympus Group.
2. During the past ten-year period, the Outside Officer has not been an Executive Director,
executive officer, corporate officer or employee of the rank of General Manager or above at acompany that falls under the following categories.
1) In any of the past 10 fiscal years, the monetary amount of the relevant company’stransactions with the Olympus Group has been more than 2% of the consolidated revenueof either Olympus Corporation or the Olympus Group2) The relevant company is a principal shareholder of Olympus Corporation (holding morethan 5% of the total number of voting rights of Olympus Corporation directly or
indirectly; the same shall apply hereinafter)3) The Olympus Group is a principal shareholder of the relevant company
4) The relevant company has substantive interests in the Olympus Group (as a main bank,consultant, etc.)
5) The Olympus Group and the relevant company have a relationship in which they mutuallydispatch and appoint directors
3. The Outside Officer is not financially dependent on a person who falls under the categories of
1. or 2. above.
4. The Outside Officer is not a spouse of, or a relative within the third degree of kinship of, adirector, Executive Director, corporate officer or employee of the rank of General Manager orabove at the Olympus Group.
5. The Outside Officer does not belong to an auditing firm that conducts statutory audits of the
Olympus Group.
6. In addition to each of the above items, the Outside Officer does not have any significant
interest that casts doubt on his or her independence.
(iii) Cooperation between Supervision or Auditing by outside directors and Internal Auditing, Audit
Committee Auditing, and Accounting Auditing, and the Relationship with the Internal Control
Division
Olympus Corporation is a company with a Nominating Committee, etc. Olympus Corporation’s
outside directors, as members of the Board of Directors, decide important matters such as basic
management policy, as well as receiving reports on the status of activities from each committee andexecution function, etc. Outside directors are entrusted by shareholders to monitor the duties of
directors and executive officers to ensure the sustainable growth and the medium- to long-term
enhancement of corporate value of Olympus Corporation. The Audit Committee, which consists ofmembers selected by the Board of Directors, works closely with the internal audit, the Accounting- 147 -

Auditor, and internal control functions, and regularly reports the status of its auditing activities tothe Board of Directors. Details are provided under “(3) Audits.”- 148 -

(3) Audits(i)

Audit Committee Auditsa. Organization, members and procedures of the Audit Committee
The Audit Committee consists of four members. The majority of members (three) are
independent outside directors who are part-time Audit Committee Members. The part-time
Audit Committee Members are Mr. Yasumasa Masuda, Ms. Sachiko Ichikawa and Mr. Kohei
Kan. The other member, Mr. Toshihiko Okubo, is a standing Audit Committee Member. The
Audit Committee is chaired by Mr. Yasumasa Masuda, an independent outside director. Audit
Committee Member, Ms. Sachiko Ichikawa is a qualified attorney (in Japan and the State of
New York, U.S.A.). In addition, Ms. Sachiko Ichikawa, as a U.S. certified public accountant,and Mr. Kohei Kan, as a Japanese certified public accountant, have considerable knowledge offinance and accounting. Mr. Yasumasa Masuda has experience in finance and accounting as achief financial officer (CFO) and independent non-executive officer of an audit firm, and Mr.
Kohei Kan has experience in finance and accounting as a chief executive officer of an audit
firm and a current Board Member of the International Federation of Accountants.
(Role of Standing Audit Committee Members)Standing Audit Committee Members collect necessary information at Olympus Corporation
and affiliated companies. The information collected is shared with the Audit Committee andopinions are exchanged to form an audit opinion as the Audit Committee. In addition, whileaiming for organizational audits, when the Audit Committee communicates closely with theparties from whom they collect information, Standing Audit Committee Members focus onpromoting understanding by sharing the Audit Committee’s points of view in advance so that
discussions with the Audit Committee Members can be conducted efficiently and smoothly.
Furthermore, Standing Audit Committee Members work in coordination with the Accounting
Auditor in giving instructions to and receiving reports from the Chief Internal Audit Officer(CIAO), as well as hearing reports from other divisions. In addition to attending the Board of
Directors meetings, Standing Audit Committee Members attend important meetings including
meetings of the Group Executive Committee, exchange opinions with the Chief Executive
Officer (CEO) and other executive officers to improve governance as a corporate group.
(Role of part-time Audit Committee Members)
Part-time Audit Committee Members who are independent outside directors exchange opinionsfrom a neutral and independent standpoint in light of the information shared by the Audit
Committee and others, based on their professional expertise, to form an audit opinion as the
Audit Committee. In addition, part-time Audit Committee Members work in coordination with
the Accounting Auditor in giving instructions to and receiving reports from the CIAO, hearing
reports from the other divisions, attending the Board of Directors meetings and other important
meetings, and exchanging opinions with the executive officers.
(Staff to assist the Audit Committee)
Four dedicated employees have been appointed after confirming their independence from theexecution function, to assist the Audit Committee by drafting various documents, conducting
research on governance matters under instructions from the Audit Committee, and by attending
and providing supplemental opinions at hearings of reports from employees.
(Use of external experts)
The Audit Committee entered into an agreement with a legal advisor, who is independent fromthe execution function, in order to receive advice that will contribute to improving the qualityof the Audit Committee’s activities and legal support in the event of contingencies.

- 149 -

b. Status of the Audit Committee’s activities(Frequency of the Audit Committee meetings and attendance of each Audit Committee
Member)
The Audit Committee holds meetings either on the same day as the Board of Directors
meetings and preliminary briefings held to preliminarily explain for proposals for the Board of
Directors meetings or on an ad hoc basis. The Audit Committee held 27 meetings for thecurrent fiscal year. The average time required for the Audit Committee meetings is three hours
and six minutes per meeting, and the number of proposals per year is 104. The main agenda
items were as follows.
Reports:

The performance of duties by the executive officers, description of the business
report, summary of quarterly financial results and financial reports by theaccounting function, the Accounting Auditor’s accounting audit plan andquarterly financial results review, and accounting audit reports on audits under
the Companies Act and audits under the Financial Instruments and Exchange Act,
internal audit plan and J-SOX evaluation and internal audit results report by theinternal audit function, the status of activities by the governance risk andcompliance function, the status of development and operation of Basic Policy on
the Internal Control System, etc.

Resolutions: The Audit Committee’s audit plan and budget, appropriateness of the Accounting
Auditor’s audit methods and audit results, the Accounting Auditor’s evaluation,
reappointment of the Accounting Auditor, the Audit Committee’s audit report,
selection of Selected Audit Committee Members and Specified Audit Committee
Members, consent to remuneration to the Accounting Auditor’s audit, revisions of
the Audit Committee’s auditing standards and preparation of “Procedures for
Handling Internal Reports to the Audit Committee,” etc.
The attendance of each Audit Committee Member is as follows.
Name

Attendance at meetings

Percenta
ge

Audit Committee Chairperson(Independent Outside Director)

Yasumasa
Masuda27 of 27

100%

Audit Committee Member(Independent Outside Director)

Sachiko
Ichikawa

27 of 27

100%

Audit Committee Member(Independent Outside Director)

Kohei Kan

27 of 27

100%

Standing Audit Committee Member(Director)

Toshihiko
Okubo

19 of 19
(Assumed the post of Committee
Member in June 2023)

100%

Standing Audit Committee Member(Director)

Nobuyuki
Koga

8 of 8(Retired from the post of Committee
Member in June 2023)

100%

Position(Specific considerations involving the Audit Committee)
The Audit Committee aims to conduct effective and efficient audits on a global level bydetermining the appropriateness of audits by the Accounting Auditor, directly verifying thesuitability and validity of the execution of duties by directors and executive officers throughattendance at important meetings and exchanges of opinions with the CEO and other executive
officers, and promoting organizational audits through cooperation with internal control
functions including the CIAO and Chief Compliance Officer (CCO). The Audit Committee hasverified the planning and progress of sustainability initiatives and the status of disclosure ofthose activities. In the current fiscal year, the Audit Committee focused on quality assurance
and regulatory compliance by working with the Quality Assurance and Regulatory Affairs(QA&RA) Committee to confirm their activities.

- 150 -

(Promote effectiveness and organizational audits of the internal audit function)
In order to improve the effectiveness of the internal audit function, Olympus Corporation
adopts a dual reporting line for the internal audit function to directly report to the CEO and
Audit Committee. The Audit Committee receives regular reports from the internal audit
function, from internal audit plans to audit results, ensuring consistency with the Audit
Committee’s point of view, providing instructions as appropriate, and confirming theeffectiveness of processes related to risk assessment, control, and monitoring conducted by the
executive officers.
(Points of view of audits specific to the current fiscal year and hearings of reports fromexecutive officers, etc.)
In addition to attending important meetings, Audit Committee Members directly hear reports
from executive officers, etc. upon request by the Audit Committee. The selection of applicable
executive officers, etc. and themes is determined based on the points of view outlined in theaudit plan and is adjusted according to the circumstances during the fiscal year. In the current
fiscal year, hearings were conducted mainly from the following points of view.
(1) Whether the Quality Assurance and Regulatory Affairs (QA&RA) Committee and eachfunctions are performing their expected roles with respect to quality assurance andregulatory compliance.
(2) Whether progress has been made in fostering a healthy corporate culture and determining
the degree to which it has been fostered.
(3) Whether the governance risk and compliance function has evolved with respect tointegrated risk management.
(4) Whether appropriate risks were recognized and whether measures were taken to deal withthese risks with respect to M&As.
(5) Whether information was provided to the capital market in a timely and appropriatemanner.
(Appropriateness of audits by the Accounting Auditor)
The Audit Committee confirms the status of the development and operation of the quality
control system at the Accounting Auditor, Ernst & Young ShinNihon LLC, as well as the statusof quality control and audit implementation in the accounting audit of the Accounting
Auditor’s Olympus Corporation audit team. In addition, we confirmed the independence of the
Accounting Auditor through the operation of obtaining prior consent regarding the engagementof non-assurance services including at affiliated companies. Furthermore, the Audit Committee
focused on the global accounting audit system, audit quality, and the leadership to global
network firms by Ernst & Young ShinNihon LLC, and determined the appropriateness of theaccounting audit.
(Handling of competitive and conflict-of-interest transactions by directors and scandals)
The Audit Committee will respond appropriately to any issues that arise regarding competitive
or conflict-of-interest transactions by directors. In the event of a scandal, appropriate action
will be taken in accordance with the Audit Committee’s auditing standards.
(ii) Internal Audits
At the internal audit department, the CIAO, who reports directly to the CEO, manages the internal
audit system for the entire Olympus Group in Europe, the US and Asia, including Japan, andoversees internal audit operations. The scope of internal audits covers Olympus Corporation andOlympus Group companies. Internal audits are conducted according to an annual audit plan
formulated on a risk basis, and include suggesting improvements to the auditee and following up on
the status of such improvements. We also assess the development and operation of internal controls
over financial reporting based on the Financial Instruments and Exchange Act.
In addition to having a dual reporting line that reports the status and results of internal audits andthe results of the evaluation of the development and operation of internal controls regularly or as- 151 -

appropriate to the CEO and Audit Committee, Olympus Corporation works closely with the
Accounting Auditor by exchanging information on audit plans and audit results. To ensure theindependence of internal audits, the internal audit department shall conduct internal audits
independently from the organization being audited and in addition to not engaging in any businessactivities conducted by the organization being audited, the CEO shall obtain confirmation from theBoard of Directors when appointing the CIAO. Furthermore, to ensure expertise in internal audits,
Olympus Corporation has adopted a job rotation and on-the-job training system, and has developeda system to support the acquisition of internal audit-related qualifications and ongoing professional
skill development. Currently (as of March 31, 2024), the internal audit function has 65 employees
throughout the Olympus Group, including 12 certified public accountants (including accountantscertified outside Japan), 21 Certified Internal Auditors, nine Certified Information Systems
Auditors, and seven Certified Fraud Examiners (including duplicate qualification holders).
(iii) Accounting Auditsa. Name of auditing firm
Ernst & Young ShinNihon LLC
b. Continuous audit period
15 yearsc. Engagement certified public accountants
Takahiro Yamazaki
Tetsuya Yoshida
Mitsuharu Konno
d. Other personnel engaged in assisting the audit
16 certified public accountants, 18 personnel who have passed the certified public accountant
exam and 34 other personnel engage in assisting the accounting audit of Olympus Corporation.
e. Policy and reasons for selecting audit firm
The Audit Committee selects the Accounting Auditor in accordance with the accounting
auditor selection criteria of Olympus Corporation after confirming whether any of the items of
Article 340, Paragraph 1 of the Companies Act, which provides for the dismissal of the
Accounting Auditor by the Audit Committee, applies to the Accounting Auditor, and whether
there are any circumstances that affect the eligibility or credibility of the Accounting Auditor.
If the Accounting Auditor is recognized as falling under any of the items of Article 340,
Paragraph 1 of the Companies Act, the Audit Committee will dismiss the Accounting Auditor
with the unanimous consent of the Audit Committee Members, if necessary. Furthermore, in
addition to the above cases, the Audit Committee shall decide the details of the proposal todismiss or not reappoint the Accounting Auditor to be submitted to the General Meeting of
Shareholders if it is deemed that the audit at Olympus Corporation is not being conducted
properly due to events occurring that affect the eligibility or credibility of the Accounting
Auditor, if Olympus Corporation seeks to further improve audit quality, or if Olympus
Corporation otherwise judges it necessary.
f.

Evaluation of the audit firm by the Audit Committee
The Audit Committee believes it is desirable to ensure transparency in the selection of the
Accounting Auditor, and to compare the Accounting Auditor with other audit firms regularly,
in addition to annual evaluations, for the purpose of maintaining a healthy tension with the
Accounting Auditor. The Audit Committee establishes the Olympus Corporation’s accounting
auditor selection criteria based on the Practical Guidelines for Auditors Concerning the
Evaluation of Accounting Auditors and the Establishment of Selection Criteria, formulated by
the Japan Audit & Supervisory Board Members Association, placing the top priority in highquality audits, assessed multiple candidates for Accounting Auditor from the perspectives of- 152 -

the quality control system of the Accounting Auditor, and the appropriateness of audit quality,
independence, and global group audit system of the audit team, not only through evaluation by
the Audit Committee, but also in cooperation with the CFO and the internal audit function. As
a result, the Audit Committee deemed that the reappointment of Ernst & Young ShinNihon
LLC as appropriate for the fiscal year ending March 31, 2025 and did not submit any proposals
for dismissal or non-reappointment of the Accounting Auditor. The specific evaluation process
for the current fiscal year is as follows.
Process

TimingMain Implementation Details

Establishment of selection criteria,
preparation of request for proposal,
and identification of audit firms forcomparison

April 2023 toJune 2023

A request for proposal for the Accounting Auditor was
prepared after establishing the criteria for selecting the
Accounting Auditor. In addition, multiple audit firms wereselected for comparison in accordance with the selection
criteria.

Sending out requests for proposals
and exchanging information forproposals

July 2023 to
September 2023

Requests for proposals were sent out to audit firms, andinformation was exchanged as necessary.

Receipt of proposals and evaluationof contents of proposals

September 2023
to December
2023

Received proposals from audit firms, heard explanations,and evaluated the proposals. In addition to the evaluationby the Audit Committee, evaluations were also conductedby the global accounting function and the internal audit
function.

Pre-selection of the Accounting
Auditor candidate

December 2023

The Audit Committee selected the accounting auditor
candidate based on the evaluation of each function.

Final evaluation of the Accounting
Auditor and review of theappropriateness of the Accounting
Auditor for reappointment

May 2024

Because the pre-selected accounting auditor candidate is
the incumbent, a final evaluation of the Accounting
Auditor was performed and the appropriateness ofreappointing the Accounting Auditor was reviewed after
determining the appropriateness of the accounting audit for
the fiscal year ended March 31, 2024.

(iv) Audit Remuneration, etc.
a. Remuneration paid to the certified public accountants, etc.
Previous fiscal year

Current fiscal year

Remuneration forauditing services(Millions of yen)

Remuneration for nonauditing services(Millions of yen)

Remuneration forauditing services(Millions of yen)

Remuneration for nonauditing services(Millions of yen)

Reportingcompany

244

2

229

2

Consolidated
subsidiaries

91

–

41

–

335

2

270

2

Category

Total(Previous fiscal year)
Olympus Corporation commissions and pays certified public accountants, etc. to provide
various advisory and other services, as non-auditing services.
(Current fiscal year)
Olympus Corporation commissions and pays certified public accountants, etc. to provide
various advisory and other services, as non-auditing services.

- 153 -

b. Remuneration paid to member firms belonging to the same network (EY) to which the certified
public accountant, etc. belong (excluding a.)Previous fiscal year
Category

Remuneration forauditing services(Millions of yen)

Reportingcompany

Current fiscal year

Remuneration for nonauditing services(Millions of yen)

Remuneration forauditing services(Millions of yen)

Remuneration for nonauditing services(Millions of yen)

–

8

–

179

Consolidated
subsidiaries

1,013

40

1,017

28

Total

1,013

48

1,017

207

(Previous fiscal year)
Non-auditing services for Olympus Corporation and its consolidated subsidiaries include
advisory and other services.
(Current fiscal year)
Non-auditing services for Olympus Corporation and its consolidated subsidiaries include
advisory and other services.
c. Other important details of remuneration for auditing service(Previous fiscal year)
Not applicable.
(Current fiscal year)
Not applicable.
d. Policy for determining audit remuneration
When determining audit remuneration for certified public accountants, etc., Olympus
Corporation considers and discusses the appropriateness of the number of audit man-hours,
etc., based on the details in the audit plan presented by the certified public accountants, etc.,
and determines the audit remuneration after obtaining the consent of Audit Committee, in
accordance with Article 399 of the Companies Act.
e. Reason for the Audit Committee consenting to the remuneration paid to the Accounting Auditor
The Audit Committee gave its consent for remuneration, etc. for the Accounting Auditor, in
accordance with Article 399, Paragraph 1 of the Companies Act, after obtaining and verifying
the necessary information, including the details in the Accounting Auditor’s audit plan, thestatus of performance of the auditing work, and the basis for calculating the audit remuneration
estimate.

- 154 -

(4) Compensation, etc. for Officers(i)Matters relating to policy to determine the amount of compensation, etc. for officers or the
calculation method thereof and how the policy is determined
As a company with Nominating Committee, etc., Olympus Corporation has established theCompensation Committee, which consists of three or more members and a majority of which is
independent outside directors. The Compensation Committee is chaired by an independent outside
director to ensure transparency and to determine fair and appropriate compensation. Our basic
policy regarding the officer compensation structure is to make officers have a strong sense ofawareness that maximizes the corporate value and meets expectations of various stakeholders andto reward their responsibilities with suitable and appropriate treatments. The Compensation
Committee, in accordance with the basic policy mentioned above, decides the policy on thedetermination of compensations for individual directors and executive officers. In accordance withthis policy, the Compensation Committee determines the amount of compensation, etc., forindividual directors and executive officers and reports them to the Board of Directors.
a. Compensation structure for directors (excluding those who are also executive officers)i.

ii.

Compensation level for directors(i)

In order to set the director’s compensation level at competitive level that enables
securement/retention of brilliant talents and encourages positive participation invarious activities as director of Olympus Corporation, and in the light ofroles/responsibilities the compensation level shall be targeted at the 75% levelcompared with the peer group in each region of residence.

(ii)

The companies to compose a peer group are selected from those having medical
equipment in the business portfolio and health care companies in respective regionof residence.

(iii)

Compensation levels for each peer group are confirmed using objective
compensation survey data from external specialized organizations.

(iv)

If a director requests to decline compensation, the Compensation Committee will
confirm and decide on the response.

Compensation composition of directors(i)With importance placed on the concept that directors shall share interests between
and investors, in addition to base salary (BS) non-performance-based stockcompensation (non-monetary compensation) is granted.

(ii)

The stock compensation here is to be subsequent grant-type restricted stockcompensation (RSU: Restricted Stock Unit), and the right will be defined atretirement for those directors who are resident in Japan. The right will be definedon an individual basis in accordance with a general method of stock compensationin each region of residence for those directors who are non-resident in Japan.

(iii)

The stock-based compensation for the fiscal year ending March 2025 will be set at
8 million yen for both residents and non- residents in Japan.

(iv)

The number of units to be granted is calculated based on the share price at the timeof assumption of office at the General Meeting of Shareholders, and thecorresponding number of shares will be provided after vesting.

(v)

The following shareholding guidelines are established.
1. Residents in Japan: All subsequent grant-type restricted stock compensation(RSU) is vested at the time of retirement so that shareholding guidelines are
not established.
2. Non-residents in Japan: One time or more of the base salary (BS). This level isthe one to be achieved in about five years after assuming office. However, this- 155 -

five-year period does not take into account the impact of stock disposal by useof “sell plan before knowledge” for tax payment purposes.
(vi)

The Chairperson of the Board of Directors receives a chairperson allowance inaddition to the base salary (BS).

(vii) The Chairpersons of the Nominating Committee, the Compensation Committee,
the Audit Committee and the Quality Assurance and Regulatory Affairs (QA&RA)
Committee receive chairperson allowance in addition to the base salary (BS).
(viii) With an exception of full-time members, the Audit Committee members receive an
Audit Committee allowance in addition to the base salary (BS). The Audit
Committee allowance is set as an equivalent amount to the difference between the
Audit Committee allowance and the Nominating and Compensation Committee
allowance in the peer group.
(ix)

QA&RA Committee members receive a QA&RA Committee allowance in addition
to the base salary (BS).

(x)

For directors who are also executive officers, monetary compensation for themonitoring functions as directors shall be paid separately from executive officer
compensation as directors compensation for those who are natives of Japan. For
those who are not natives of Japan, monetary compensation paid for monitoring
functions performed as directors is included in compensation of executive officers.

b. Compensation structure for executive officers (including those who are also directors)i.

Philosophy on compensation(i)

In order to achieve our corporate strategy and to create corporate value, it isessential that we have a compensation structure that ensures that we retain capablemanagement personnel and that they can fully harness their talent. To this end, we
have decided on a compensation structure based on the following concepts.
1. Establish a more powerful incentive program which can compete with global
med-tech companies
2. Establish an incentive program which is consistent with the corporate strategy
3. Establish a program with focuses on value creation and performance evaluation
utilizing Long-Term Incentive compensation (LTI), which is non-monetarycompensation
4. Set a compensation level considering the stage of development to become a
global med-tech company (a hybrid mix of “Global labor market” and“Home”).
5. Ensure a sound management of incentives by putting clawback clauses andshareholding guidelines in place.
6. Enhance the motivation of Executive Officers by setting challenging andachievable targets.

ii.

Compensation level for executive officers(i)Thoughts on compensation amount

1. We assign weights to performance-linked monetary compensation and stockcompensation and looks to raise the weights based on its philosophy of compensation,
which is to set a compensation level considering the stage of development to become
a global med-tech company (a hybrid mix of “Global labor market” and “Home”),
with consideration given to compensation amount of officers of other global med-techcompanies.
2. By considering the situation of labor market of executive officers’ home countries andcompetitiveness in the market, and the roles and responsibilities, we set target level in- 156 -

the market, and determine compensation after holistic comparisons of base salary,
TCC (Total Cash Compensation) and TDC (Total Direct Compensation). The
compensation level of labor market of each country is confirmed through use ofobjective compensation survey data from external specialized organizations.
3. The appropriateness of the compensation amount for executive officers is monitoredby the pay ratio (the ratio of CEO’s compensation to the median salary of employees
resident in Japan). We are also working to ensure the consistency in terms ofexecutive officer compensation and employee compensation systems, including
providing of stock compensation to some employees (including non-residents inJapan).
iii.

Compensation composition of executive officers(i)Compensation for executive officers is a combination of base salary (BS), which isa fixed compensation, short-term incentive compensation (STI), which is
performance-linked monetary compensation, and long-term incentive
compensation (LTI), which is non-monetary compensation.

(ii)

For executive officers who are not from Japan, fringe benefits, severance
payments, etc., are set individually at the general level of fringe benefits andseverance payments in their place of origin.

(iii)

Focusing on achieving our company strategy to enhance medium- to long-term
corporate value and shareholder value and considering the compensation amountsof global med-tech companies, the ratio of performance-linked compensation(performance-linked monetary compensation and performance-based stockcompensation (PSU: Performance Share Unit)), particularly long-term incentive
compensation (LTI), was raised and we set the composition as follows:<Representative executive officers>
BS : STI : LTI = 1 (19%) : 1.25 (24%) : 3 (57%)<Executive officers>
BS : STI : LTI = 1 (24%) : 1.15 (28%) : 2 (48%)

(iv)

iv.

Long-Term Incentive compensation (LTI) consists of subsequent grant-type
restricted stock compensation (RSU) and performance-based stock compensation(PSU).

Compensation risk management(i)

Shareholding guidelines(ii)

1. Shareholding guidelines are established to share interests between shareholders
and management (executive officers).
2. Shareholding guidelines shall be as follows:• Executive Officers shall hold Olympus Corporation’s shares that is fivetimes the amount of base salary or more.
3. The guidelines for shareholding are set at a level that will be achieved
approximately five years after the assumption of office although the length
may fluctuate subject to the status of achievement of the targets.
Clawback clause
A clawback clause has been set up to deter the management (executive officers)from reckless investments and improper accounting. Clawback is subject to shortterm incentive compensation (STI) and long-term incentive compensation (LTI) for
Executive Officers. The clawback will be turned on if the following events occur.
a. An event that requires the refund of the difference between the amount ofcompensation that have been paid and the amount of compensation that shouldhave been paid caused by a revelation that the information prerequisites forcompensation is incorrect or different.
- 157 -

v.

b. An event that requires the return of the amount of compensation already paid
as a kind of sanctions in the event of a violation of obligations, etc.
The final decision on the application of clawback to individual events is madeby the Compensation Committee and reported to the Board of Directors.
Short-term incentive compensation, which is performance-linked monetary compensation.
(FY2025-STI)(i)

Target composition
Short-term incentive compensation (FY2025-STI) for the fiscal year ending March2025 (FY2025) consists of financial indicators, quality target for all executive
officers and executive officer individual target. Financial indicators are set to berevenue and operating profit margin aiming at assessing growth and efficiency. In
addition, since it is important to steadily implement long-term and strategic efforts
within each fiscal year, continuing from the previous year, quality target is set as
an indicator. The executive officer individual target is also added to follow our new
refreshed Core Values, especially “Impact” and facilitate the cultural change
towards more impact and personal accountability of executive officers. The ratio
for each indicator, as shown in the figure below, is set at 25% for revenue, 25% foroperating profit margin, 30% for quality target and 20% for executive officer
individual target.
Revenue25%

Operating profit margin25%

Quality target
30%

EO individual target
20%

Note: For CEO and Executive Chairperson, the executive officer individual target is not applied, andthe composition of the indicators is 35% for Revenue, 25% for operating profit margin and 40%
for quality target.

(ii)

Upper and lower limits on the evaluation table and adjustment items(iii)

1. Upper and lower limits are set for each evaluation indicator.
2. Adjustment items• Revenue: The exchange rate used for FY2025 earnings forecasts is applied
to make a foreign currency adjustment.
• Operating profit: Other income/other expenses are deducted.
Evaluation table of revenue
1. Payout rate 200%: FY2025 revenue forecast + {(FY2025 revenue forecast FY2024 actual revenue) * 70%} = 10,210 + {(10,210 - 9,705) * 70%} =10,564 Oku-yen
2. Payout rate 100% to 200%: 100 + (X – 10,210) * 100/354
3. Payout ratio 100%: “revenue forecast for FY2025” = 10,210 Oku-yen
4. Payout rate 50%: FY2024 actual revenue (after FX adjustment) = 9,705 Okuyen
5. Payout rate 0% to 100%: 50 + (X -9,705) x 50/505
6. Payout rate 0%: 9,705 - (10,210 - 9,705) = 9,200 Oku-yen
Notes: 1. X represents FY2025 actual revenue (after FX adjustment)
2. Upper limit is set as 200% and lower limit 0%.
3. Adjustment: Exchange rate (USD = ¥151, EUR = ¥163, CNY = ¥21)

(iv)

Evaluation table of operating profit margin
1. Payout rate 200%: FY2025 operating profit margin forecast + 5.5% or more =24.9% or more
2. Payout rate 100% to 200%: FY2025 operating profit margin 19.9% or more,less than 24.9% = 100 + 20 * (Y - 19.9)
3. Payout rate 100%: FY2025 operating profit margin forecast +/- 0.5% = 18.9%
or more, less than 19.9%
4. Payout rate 50% to 100%: FY2025 operating profit margin 16.4% or more, lessthan 18.9% = 100 - 20 * (18.9 - Y)
5. Payout rate 50%: FY2025 operating profit margin forecast - 3% = 16.4%
6. Payout rate 0%: less than 16.4%
Notes: 1. Y represents FY2025 actual operating profit margin (after adjustment)- 158 -

2. Upper limit is set as 200% and lower limit 0%.
3. Adjustments: Other income/other expenses are deducted.
(v)

Quality target
1. The goals for the STI and PSU reward evaluation are the medium- to longterm, and short-term goals of major initiatives to improve the root causes(vulnerabilities) that may exist with our QARA organizational structure,
manufacturing processes, quality management systems and the quality cultureof our medical business.
2. The Compensation Committee and the Quality Assurance and Regulatory
Affairs (QA&RA) Committee, which is made up of outside directors,
cooperate to determine proper compensation evaluation targets andachievement rates based on completion of extensive remediation and Quality
Systems improvement work streams.

(vi)

Executive officer individual target
1. Individual targets of very concrete results or outcomes he/she has to deliver in
FY2025.,
2. The target consists of four goals related to (1) Company-wide quality reform
program, (2) Long-term sustainability, (3) Short-term basic improvement, (4)Budget. Each will count for 5% of FY2025-STI

vi.

Long-term incentive compensation, which is non-monetary compensation (FY2025-LTI)
The following section describes long-term incentive compensation (FY2025-LTI)
covering the three-year period from the fiscal year ending March 2025 to the fiscal year
ending March 2027.
The ratio of subsequent grant-type restricted stock compensation (RSU: Restricted StockUnit) and performance-based stock compensation (PSU: Performance Share Unit) is inaccordance with the basic concept of putting emphasis on performance-linked
compensation. In light of the current uncertain and drastically changing businessenvironment, the Compensation Committee has determined 40% for RSU and 60% for
PSU for FY2025-LTI in order to secure a desirable share of stock in the totalcompensation.
(i)

Subsequent grant-type restricted stock compensation (FY2025-RSU)
1. Grant date and number of units granted
1. The grant date shall be April 1, 2024.
2. The stock price used in the calculation shall be the closing price ofOlympus’ common shares on the business day preceding the grant date.
3. For foreign exchange, apply average TTM (Telegraphic Transfer Middle
Rate) for the fiscal year before the grant date.
4. The total base salary of executive officers, which is the basis for granting,is 692,984,048 yen, and the total number of RSU granted is 291,483 units.
2. Vesting
1. Every one year after the grant date, one-third each of the rights will bevested upon approval by the Compensation Committee and corresponding
number of shares are provided.
2. If end of contract of an executive officer occurs during the rights
calculation period, unvested units at the time of end of contract will behandled as follows.
(1) Except for the cases falling under below (2)(3), the company willrightfully acquire all units that an executive officer holds, without
consideration.
(2) If end of contract of an executive officer occurs due to a legitimate cause
approved by the Compensation Committee, the number of units will be
prorated by the number of months during which an executive officer held
- 159 -

office, including the last month of office, and corresponding number ofshares will be provided upon resolution of the Compensation Committee.
(3) Notwithstanding above (2), if end of contract of an executive officer
occurs as a result of "Retirement” defined under the compensation
regulation, the number of shares corresponding to the number of all units
held by an executive officer at the time of end of contract shall be
provided upon resolution of the Compensation Committee, to the extent
that any requirements otherwise determined by the Compensation
Committee are satisfied.
3. If end of contract of an executive officer occurs during the rights
calculation period, the unvested units at the time of end of contract shall bevested upon resolution of the Compensation Committee held after
disclosure of annual financial result, in principle, after one year has passed
from the end of contract.
4. If an agreement with an executive officer stipulates individual
arrangement, the rights will be vested, and shares will be provided
according to such individual agreement.
(ii)

Performance-based stock compensation (FY2025-PSU)
1. Performance-based stock compensation (PSU) is determined based on thephilosophy of compensation, which is to make the incentive program
consistent with the corporate strategy, and in consideration of the businessenvironment.
2. Grant date and number of units granted
1. The grant date shall be April 1, 2024.
2. The stock price used in the calculation shall be the closing price ofOlympus’ common shares on the business day preceding the grant date.
3. For foreign exchange, apply average TTM (Telegraphic Transfer Middle
Rate) for the fiscal year before the grant date.
4. The total base salary of executive officers, which is the basis for granting,is 692,984,048 yen, and the total number of PSU granted is 437,225 units.
3. Vesting
1. After three years from the grant date, performance rate is evaluated against
the pre-defined performance evaluation metrics, then for the number ofunits calculated according to the performance rate, the rights will be vested
upon approval by the Compensation Committee, and corresponding
number of shares will be provided.
2. If end of contract of an executive officer occurs during the performance
evaluation period, unvested units at the time of end of contract will behandled as follows.
(1) Except for the cases falling under below (2)(3), the company willrightfully acquire all units that an executive officer holds, without
consideration.
(2) If end of contract of an executive officer occurs due to a legitimate cause
approved by the Compensation Committee, the number of units
calculated under performance evaluation metrics after expiration of theperformance evaluation period shall be prorated by the number ofmonths in office of said person, including the last month of office, andthe corresponding number of shares shall be provided upon resolution of
the Compensation Committee.
(3) Notwithstanding above (2), if end of contract of a an executive officer
occurs as a result of "Retirement” defined under the compensation
regulation, the number of shares calculated under performance
evaluation metrics after the expiration of the performance evaluation
period based on the number of units that an executive officer has at thetime of end of contract shall be provided upon resolution of theCompensation Committee, to the extent that any requirements otherwise
determined by the Compensation Committee are satisfied.
- 160 -

3. If an agreement with an executive officer stipulates individual
arrangement, the rights will be vested, and shares will be provided
according to such individual agreement.
4. PSU performance evaluation metrics consist of relative TSR, quality target and
ESG metrics, and their ratios are as follows:
Relative TSR
60%

Quality target
20%

ESG
20%

5. The target values and evaluation table for each metric are set as follows:
1. Relative TSR: 60%(i) The Compensation Committee determined that the relative TSR isappropriate as an indicator for evaluating the corporate value andshareholder value.
(ii) The peer group consists of the following 20 companies in Japan,
Europe, and the U.S. that are “manufacturers whose businessportfolio includes medical devices” or “manufacturers classified in
the health care category of the GICS code.”
Abbott Laboratories, GE Healthcare Technologies, Medtronic plc,
Koninklijke Philips N.V., Danaher Corporation, Takeda
Pharmaceutical, Becton, Dickinson and Company, Siemens
Healthineers AG, Stryker Corporation, Baxter International Inc.,
Boston Scientific Corporation, Zimmer Biomet Holdings, Inc.,
Terumo Corporation, Agilent Technologies, Inc., HOYA
Corporation, Smith & Nephew plc, Edwards Lifesciences
Corporation, Intuitive Surgical, Inc., STERIS plc, Sysmex
Corporation(iii) If the company’s TSR rank is above the 75% level, provide apayment rate of 200%; at the 50% level, provide a payment rate of
100%, at the 25% level, provide a payment rate of 50%; and at thelevel below the 25% level, the payment rate is 0%. The percentage ofthe payment (Y), between the rank 50% and 75% level (X) is, Y=
4*(X-50) +100. The percentage of the payment (Y), between the rank
25% and 50% level (X) is, Y= 2*(X-25) + 50.
2. Quality target: 20%(i) Since it is important to steadily implement long-term and strategic
efforts for quality, quality target is set as indicator also for FY2025PSU.
(ii) The goals for the STI and PSU reward are the medium- to long-termand short-term goals of major initiatives to improve the root causes(vulnerabilities) that may exist with our QARA organizational
structure, manufacturing processes, quality management systems andthe quality culture of our medical business.
(iii) The Compensation Committee and the QA&RA Committee, which ismade up of outside directors, cooperate to determine propercompensation evaluation targets and achievement rates based on
quantitative and qualitative goals.
3. ESG: 20%(i) Indicators for ESG, which is a basis of business management, and isannounced to be reinforced in the company strategy, is used as anindex.
(ii) As was in the previous fiscal year, DJSI (Dow Jones Sustainability
Index) is set as an evaluation index for the following reasons.
• It provides comprehensive coverage of overall corporate activities.
• The breadth of coverage in the evaluation area contrasts with the
expectations of a broad range of stakeholders.
• It is a highly reliable external evaluation organization and ensurestransparency and fairness.
- 161 -

(iii) In addition, in light of ESG focus areas and materiality of Olympus,
we set evaluation index for the following three focus areas of ESG asinternal index.
• Healthcare Access & Outcome• Healthy Organization• Carbon Neutral Society & Circular Economy(iv) Target setting and evaluation
The following targets and evaluation table are set according toachievement rate.
Index

Target in fiscal year
ending March 2027

Mid-term goals (forreference)

Healthcare Access &Outcome

CRC (Colorectal Cancer) related
training in target emerging
countries and regions

36～37(Number ofprograms)+20% growth rate

Healthy Organization

Management positions held by
women globally

28.5%～29.6%

30% in fiscal year
ending March 2028

Carbon Neutral Society &Circular Economy

Reduction of CO2 emission in
our site operations across Scope 1
and 2-68% ～ -70%
(Reduction
compared withfiscal year ended
March 2020)

Carbon neutral by
2030

DJSI

Included in DJSI Index

World

World maintained

Focus Area(ii) Compensation, etc., for the fiscal year ended March 2024
a. Total amount of compensation, etc. by officer classification, total amount by type ofcompensation, etc. and the number of officers subject to compensation, etc.
Total amount ofcompensation, etc.
(Millions of yen)

InsideOfficer classification

Total amount of compensation, etc., by type(Millions of yen)

Number of subject
officers (persons)Base salary

Performancelinked monetarycompensation

Non-monetarycompensation

1,772

830

289

653

4

Outside

277

207

–

70

10

Total

2,049

1,037

289

723

14

Executive Officer

2,373

1,105

522

746

8

Director

Notes:

1.

2.
3.
4.
5.

Base salary includes the amount paid in the fiscal year under review. Performance-linked monetary compensation,
which is short-term incentive, and non-monetary compensation (subsequent grant-type restricted stock compensation(RSU) and performance-based stock compensation (PSU)), which is long-term incentive, include the amounts to berecorded as expenses for the fiscal year under review.
There are two other Executive Officers who are classified as both an Executive Officer and Inside Director which is inaddition to the eight Executive Officers mentioned above. Total compensation by type is reported for these two
individuals in the Inside Director’s row.
Olympus Corporation does not provide performance-linked compensation (performance-linked monetarycompensation and performance-based stock compensation (PSU)) to Directors who are not classified as both an
Executive Officer and Inside Director.
The table above includes one Inside Director and one Outside Director who retired at the close of FY2023 General
Meeting of Shareholders held on June 27, 2023.
One outside director requested to decline his compensation and the Compensation Committee has decided not to pay
the compensation to him. He is not included in the number of outside directors mentioned above.

- 162 -

b. Total amount of compensation, etc. for each officer whose total amount of compensation, etc.
is 100 million yen or more.

Name

Officerclassification

Total amount ofcompensation,
etc.
(Millions ofyen)

Yasuo Takeuchi

Director,
Executive Officer

Stefan Kaufmann
Tetsuo Kobayashi

Total amount of compensation, etc., by type(Millions of yen)
Base salary

Performancelinked monetarycompensation

Non-monetarycompensation

496

92

97

308

Director,
Executive Officer

1,138

607

192

339

Executive Officer

119

35

40

44

Jose Ignacio Abia Buenache
Executive Officer(Common name: Nacho Abia)

528

155

108

265

Chikashi Takeda

Executive Officer

164

34

39

91

Frank Drewalowski

Executive Officer

459

273

102

84

Andre Heribert Roggan

Executive Officer

462

300

72

90

Gabriela Castillo Kaynor

Executive Officer

219

91

67

60

Pierre Albert Boisier

Executive Officer

204

89

61

54

Notes:

1.

2.

3.

The “Base salary” in the table above includes the amount paid in the fiscal year ended March 2024. “Performancelinked monetary compensation” includes the amount of short-term incentive compensation with the fiscal year ended
March 2024 as the evaluation period, and “Non-monetary compensation” includes the amount of long-term incentive
compensation with the fiscal year ended March 2024 as a part of the evaluation period (subsequent grant-type
restricted stock compensation and performance-based stock compensation), both of which are to be recorded as
expenses in the fiscal year under review.
Stefan Kaufmann, Jose Ignacio Abia Buenache, Frank Drewalowski, Andre Heribert Roggan, Gabriela Castillo Kaynor
and Pierre Albert Boisier have employment contracts with overseas subsidiaries and the “Base salary” amount in theabove table includes various allowances and welfare benefits provided under such employment contracts for them.
Stefan Kaufmann, Frank Drewalowski and Andre Heribert Roggan are Executive Officers of Olympus Corporation
having office for execution in Japan and their principal place of residence is Japan, while belonging to an overseas
subsidiary. We make the necessary adjustments to ensure that their tax burden for income taxes is consistent with thatof the residents of the belonging country. The amount of taxes, etc. incurred in connection with such treatment is also
included in the amount shown under “Base salary” in the table above. In addition, in case of Stefan Kaufmann and
Andre Heribert Roggan, unsettled taxes that are temporarily incurred in the relevant country and for which a refund is
to be requested (Stefan Kaufmann: 99 million yen, Andre Heribert Roggan: 99 million yen) are not included in thecompensation of the table above.

c. Short-term incentive compensation, for which the evaluation period was the fiscal year ended
March 2024 (FY2024-STI)
Short-term incentive compensation (STI) for the fiscal year ended in March 2024 consists offinancial indicators and quality target. Financial indicators were set to be revenue and operating
profit margin aiming at assessing growth and efficiency. In addition, since it is important tosteadily implement long-term and strategic efforts within each fiscal year, quality target was set
as indicator. Composition rates for each indicator were: Revenue = 25%, Operating profit
margin = 25%, and Quality target = 50%.
i.

Revenue: 25%
The Compensation Committee has made a resolution to define the target to the revenue
according to the “next term forecast” of the financial statements for the fiscal year ended
March 2023 on June 9, 2023. For achieving 100% of the target, 100% will be paid, andthe payout rate will be from a lower limit of 0% and an upper limit of 200%. If revenue- 163 -

(X) exceeds the target, for the payout rate of between 100% and 200% payment, it iscalculated as Payout rate = 100 + (X – 9,140) * 100/307. If revenue (X) is below thetarget, the payout rate is calculated as Payment rate = 50 + (X – 8,702) * 50/438. If
Revenue is less than 8,264 Oku-yen, the payout rate is 0%.
ii.

Operating profit margin: 25%
The Compensation Committee has made a resolution to define the target to the operating
margin after adjustment according to the “next term forecast” of the financial statements
for the fiscal year ended March 2023 on June 9, 2023. For achieving operating profit
margin within minus/plus one percentage point of the target operating profit margin,
100% will be paid, and the payout rate will be from a lower limit of 50% to an upper limitof 200%. If operating profit margin (Y) exceeds the target, for the payout rate of between
100% and 200% payment, it is calculated as Payout rate = 100 + 25* (Y - 20.9). If
operating profit margin (Y) is below the target, the payout rate between 50% and 100%
payment is calculated as Payout rate = 100 – 25 * (18.9 - Y). If operating profit margin isless than 16.9%, the payout rate is 0%.

iii.

Quality target: 50%
1. The goals for the STI and PSU reward are the medium- to long-term and short-termgoals of major initiatives to improve the root causes (vulnerabilities) that may exist
with our QARA organizational structure, manufacturing processes, quality
management systems and the quality culture of our medical business.
2. The Compensation Committee and the Quality Assurance and Regulatory Affairs(QA&RA) sub-Committee, which is made up of outside directors, cooperate todetermine proper compensation evaluation targets and achievement rates based oncompletion of extensive remediation and Quality Systems improvement work streams.
Successful completion of these work streams was further verified by regular meetings
of QA&RA sub-Committee and the preliminary results of an independent third party
audit at one facility.
The target values and actual values for each performance evaluation index are as follows.

Short-term incentive compensation (STI)

Performance
evaluation
index
Note:

Target value

Actual value

Payout rate

Revenue (25%)¥914.0 billion¥871.5 billion

51.1%

Operating profit margin(25%)

18.9～20.9%

16.2%

0%

Quality target (50%)

401 work streams

Exceeded target level

200.0%

Revenue is calculated from the figure after foreign exchange adjustment by applying the exchange rate used for the earnings
forecast for the fiscal year under review and operating profit margin is calculated from operating profit after adjustmentsthat deduct other income and other expenses.

Based on the above results, the Compensation Committee determines the total payout rate. The
consolidated payout rate of each performance index was 112.8%. The payment amount isdetermined by multiplying this payout rate by the standard amount of short-term incentive
compensation (STI).
d. Long-term incentive compensation (FY2022-PSU), for which the fiscal year ended March 2024
was set as the final year of the evaluation period
The composition of the evaluation index for performance-based stock compensation (PSU) is
Operating profit margin 40%, Relative TSR 40% and ESG 20%. As index related toenhancement of corporate value or shareholders’ value, financial perspective, shareholder’s
perspective and ESG perspective are taken and goals for Operating profit margin, Relative TSR
and DJSI-Index were set respectively. The same weight (40% each) was set to Operating Profit
margin and Relative TSR and half the weight (20%) was set to DJSI-Index as ESG perspective.
- 164 -

The following table summarizes the weight for each index, target values for 100% payment,
results, and the payout rates based thereon.
Performance
evaluation index

Target (100%Payout)Result(1) Operating
profit margin

Setting 100%40% payout target foreach year

Note: 1

(2) Relative TSR

40% 50%ile (Peer group)(3) ESG20%

Notes:

1.

WeightPayout rate

57.3%

31.1%ile

DJSI-Index

Payout rate

87.8%

62.2%

Note: 4200.0%

Operating profit margin: 100% payout target for each year were as follows. Payout rate of operating profit margin is a
simple average of payout rate of each year.
FY2022=17.5%, FY2023=21.4%, FY2024=18.9~20.9%
The results of operating profit margin of each year were as follows.
FY2022=19.3%, FY2023=20.0%, FY2024=16.2%

2.

Operating profit margin value is after adjustment by deducting other income and expenses.

3.

(Relative TSR payout rate % for 25% to 50%) = 2 * (Relative TSR result %ile)

4.

Payout rate of ESG index is determined by DJSI-index of each fiscal year in the evaluation period. Results of each year
were as follows.
FY2022 = World, FY2023 = World, FY2024 = World

The resulting consolidated payout rate of each performance index was 87.8%. The number ofshares to be vested is determined by multiplying this payout rate and the number of PSU units
granted to each executive officer.
e. Stock compensation with units granted for the fiscal year ended March 2024
Stock compensations with units granted for the fiscal year ended March 2024 were as follows.
Type

Name

Subsequent grant-type restricted
stock compensation

FY2024-RSU

Performance-based stockcompensation

FY2024-PSU

Eligible person

Date of granting
unit

Total number ofunits granted

Non-executive
Directors

June 27, 2023

32,040Executive
Officers

April 1, 2023

289,098

Executive
Officers

April 1, 2023

433,648(iii) Compensation Committee
The Compensation Committee determined the details of compensations, etc. for the fiscal year
ended March 2024 after discussing matters concerning the determination of compensations, etc.,
including the consistency of the policy to determine compensations, etc., of directors and executive
officers on an individual basis with how the details and amounts of compensations, etc., aredetermined, and the rationality of the process of deriving the details and amounts of compensations,etc., by applying numerical values and other relevant factors to the way they are determined, andthe Compensation Committee has decided that this is in accordance with said policy for
determination.
The members of the Compensation Committee are as follows.
• From April 2023 to the General Meeting of Shareholders in June 2023
Chairperson: Tetsuo Iwamura (independent outside director)- 165 -

Member: Jimmy C. Beasley (independent outside director)
Member: Yasushi Shingai (independent outside director)
Member: Gary John Pruden (independent outside director)
・ After the General Meeting of Shareholders in June 2023
Chairperson: Yasushi Shingai (independent outside director)
Member: Jimmy C. Beasley (independent outside director)
Member: Luann Marie Pendy (independent outside director)
Matters on which the Compensation Committee decides or deliberates are as follows.
• Policy for determining individual compensation for directors and executive officers• Type of compensation to be paid to each position of director and executive officer, thecomposition ratio of each type of compensation, and performance-linked compensation
indicators• Content of individual compensation, etc. for directors and executive officers• Individual amount of fixed compensation, individual calculation method of variable
compensation, and individual content of non-monetary compensation• Matters concerning the compensation regulations for directors and executive officers• In addition to the above, matters concerning the compensation of directors and executive officers
consulted by the Board of Directors and matters deemed necessary by the Committee
The activities of the Compensation Committee in the fiscal year ended March 2024 concerning theprocess of determining the amounts of compensations, etc. of officers are as follows.
• The Compensation Committee met 11 times, for a total of 25 hours.
• All meetings were attended by all Committee members.
• The Compensation Committee retained “Pay Governance,” an international independentcompensation consultant, to provide objective and professional advice and information oncompensation for directors and executive officers, and to support investigations. They attended
10 of 11 meetings of the Compensation Committee held from April 2023 to March 2024.
The itemized contents of the Compensation Committee activities in the fiscal year ended March2024 are as listed in the following table.
Date of meeting

AgendaApril 27, 2023

1.
2.

Report on FY2023-STI (Strategic goals) Results Review (resolution)
FY2024-LTI RSU and PSU grant units (resolution)

46th

May 17, 2023

1.
2.
3.
4.

FY2023-STI Results Review and determination of payment amount (resolution)
FY2021-PSU Result Review and determination of payment amount (resolution)
FY2024-STI Financial Index (resolution)
FY2024-PSU (resolution)

47th

June 9, 2023

1.

FY2024-STI (resolution)

1.

Vesting of Stock Compensation (RSU) for retired directors and non-resident
directors in Japan (resolution)
Vesting of Stock Compensation (RSU and PSU) for executive officers
Monthly individual compensation and determination of the number of units forstock compensation for directors (resolution)

45th

48th

June 27, 2023

49th

August 8, 2023

1.
2.
3.

Proposal on Committee Chair Allowance (resolution)
Proposal on QA&RA Committee Allowance (resolution)
FY2024 Corporate officers / Senior positions compensation (discussion)

50th

August 22, 2023

1.

FY2024-STI Quality Indices (resolution)

September 28, 2023

1.
2.
3.
4.

FY2024-PSU Quality Indices (resolution)
FY2025 Compensation Philosophy (resolution)
Executive Officer Compensation Peer Group for Relative TSR Evaluation(resolution)
Latest Trend in Compensation for Outside Director (U.S.) (discussion)

1.

FY2024-STI and FY2022-PSU Interim Progress Report (discussion)

51st
52nd

November 8, 2023

2.
3.

- 166 -

2.

Proposal on LTI Mix (resolution)

1.
2.
3.

Revision of Executive Officer Long-Term Incentive Compensation Regulations(resolution)
Report on compensation for Directors in FY2025 (discussion)
Payment of Stock Compensation at Retirement of Executive Officers (discussion)

53rd

December 15, 2023

54th

February 13, 2024

1.
2.

Report on FY2025-STI/PSU Index Composition (discussion)
Payment of Stock Compensation at Retirement of Executive Officers (discussion)

March 29, 2024

1.
2.
3.
4.
5.

Proposal on FY2025 Directors Compensation (resolution)
Proposal on ESG Index for FY2025-PSU (resolution)
Proposal on FY2025-STI and PSU Index Composition (resolution)
Payment of Stock Compensation at Retirement of Executive Officers (resolution)
Proposal on FY2025 Executive Officers Compensation (resolution)

55th

Notes:FY2021: Fiscal Year Ended March 31, 2021
FY2022: Fiscal Year Ended March 31, 2022
FY2023: Fiscal Year Ended March 31, 2023
FY2024: Fiscal Year Ended March 31, 2024
FY2025: Fiscal Year Ending March 31, 2025
FY2023-STI: Short-term incentive compensation for the fiscal year ended March 31, 2023
FY2024-STI: Short-term incentive compensation for the fiscal year ended March 31, 2024
FY2025-STI: Short-term incentive compensation for the fiscal year ending March 31, 2025
FY2021-PSU: Performance-linked stock compensation covering the period from the fiscal year ended March 31, 2021 to
the fiscal year ended March 31, 2023
FY2022-PSU: Performance-linked stock compensation covering the period from the fiscal year ended March 31, 2022 to
the fiscal year ended March 31, 2024
FY2024-PSU: Performance-linked stock compensation covering the period from the fiscal year ended March 31, 2024 to
the fiscal year ending March 31, 2026
FY2025-PSU: Performance-linked stock compensation covering the period from the fiscal year ending March 31, 2025 to
the fiscal year ending March 31, 2027
FY2024-LTI: Long-term incentive compensation covering the period from the fiscal year ended March 31, 2024 to thefiscal year ending March 31, 2026

(5) Shareholdings(i)

Criteria for and Approach to Investment SharesWith regard to the classification of investment shares held for pure investment purposes andinvestment shares held for purposes other than pure investment, Olympus Corporation defines“pure investment purposes” as the purpose of exclusively benefiting from changes in the value ofshares or dividends pertaining to the shares. However, in accordance with internal rules, theinvestment of surplus funds is limited to methods that guarantee the principal or ensure equivalentsafety, and Olympus Corporation does not engage in risky investment management. “Purposes
other than pure investment” is defined as the purpose of holding to contribute to the improvementof the medium- to long-term corporate value in the Olympus Group’s business operations.

(ii) Investment Shares Held for Purposes Other than Pure Investment
a. Policy of shareholding, method for verifying the rationality of shareholding, and details of
verification of the suitability of holding individual issues by the Board of Directors, etc.
Olympus Corporation holds listed shares that we believe will contribute to the enhancement of
the Olympus Group’s medium- to long-term corporate value after examining their medium- tolong-term economic rationality and future prospects. Each year, the Board of Directors reviews
the appropriateness of holding individual cross-shareholdings (shares held for purposes otherthan pure investment), taking into consideration the purpose of holding and the benefits andrisks associated with holding, and is successively reducing the number of shares that are
deemed unsuitable for holding. With respect to cross-shareholdings, in order to exercise our- 167 -

rights as shareholders, Olympus Corporation exercises voting rights for all proposals, and we
make appropriate decisions for or against each proposal, taking into consideration the
management situation of the company in question from the perspective of improving the
medium- to long-term corporate value of the company whose shares we hold.
During the current fiscal year, Olympus Corporation sold one issue of shares after examining
the significance of its holdings. In addition, one issue of shares was retired.
b. Number of issues and carrying amount
Number ofissues(Issue)Total carrying amount onbalance sheet(Millions of yen)

Unlisted shares

542

Shares other than unlisted
shares1538(Issues whose number of shares increased during the current fiscal year)
Number ofissues(Issue)Total acquisition cost for theshares increased(Millions of yen)

Reason for increase in number of shares

Unlisted shares

–

–

–

Shares other than unlisted
shares–––(Issues whose number of shares decreased during the current fiscal year)
Number ofissues(Issue)Total selling price for theshares decreased(Millions of yen)

Unlisted shares

277

Shares other than unlisted
shares––c. Information on number of shares, amount on balance sheet, etc., of specified investment sharesand deemed investment shares by issuers
Specified investment shares

IssuerCurrent fiscal year

Previous fiscal year

Number of shares(Shares)Number of shares(Shares)Amount on balance
sheet(Millions of yen)Amount on balance
sheet(Millions of yen)

400,000

400,000

OHARA INC.
538

470

Purpose of holding, quantitative effect ofholding, and reasons for increase in number ofsharesShareholdin
g in
Olympus
Corporation

We hold the company’s shares to maintain andstrengthen a smooth business relationship in our
medical business. The company is our supply
partner for optical glass used in our medical
endoscopes, and we are collaborating to build astrong supply chain.

None

Deemed investment shares
Not applicable.

- 168 -

(iii) Investment Shares Held for Pure Investment
Not applicable.

- 169 -

V.

Financial Information

1. Basis of preparation of consolidated financial statements and non-consolidated financial statements(1) Since the consolidated financial statements of Olympus Corporation satisfy the requirements for a“Specified Company of Designated International Accounting Standards” set forth in Article 1-2 of the“Regulation on Terminology, Forms, and Preparation Methods of Consolidated Financial Statements”(Ordinance of the Ministry of Finance No. 28 of 1976; hereinafter “Regulation on Consolidated
Financial Statements”), they have been prepared in accordance with the International Financial
Reporting Standards (hereinafter “IFRS”), as prescribed in provisions of Article 93 of the same
Ordinance.
(2) The non-consolidated financial statements of Olympus Corporation have been prepared in accordancewith the “Regulation on Terminology, Forms, and Preparation Methods of Financial Statements”(Ordinance of the Ministry of Finance No. 59 of 1963; hereinafter “Regulations on Financial
Statements”). Olympus Corporation falls under a special company submitting financial statements, andprepares the non-consolidated financial statements in accordance with the provision of Article 127 of theRegulation on Financial Statements.
2. Audit certification
In accordance with the provision of Article 193-2, Paragraph 1 of the Financial Instruments and ExchangeAct, the consolidated financial statements and non-consolidated financial statements of Olympus Corporation
for the fiscal year ended March 31, 2024 were audited by Ernst & Young ShinNihon LLC.
3. Special efforts to ensure appropriateness of its consolidated financial statements and maintenance of thesystem to prepare the consolidated financial statements properly in accordance with IFRS
Olympus Corporation takes special efforts to secure appropriateness of its consolidated financial statements
and maintains a system to prepare the consolidated financial statements properly in accordance with IFRS.
The details of such efforts and system are as follows:(1) In order to ensure that Olympus Corporation properly understands the contents of accounting standards,
etc. and accurately respond to their amendment, we collect information from the Financial AccountingStandards Foundation, etc. to ensure appropriateness.
(2) With respect to the application of IFRS, Olympus Corporation obtains and keeps abreast of the latest
standards by obtaining press releases and standards issued by the International Accounting Standards
Board. In addition, in order to prepare the proper consolidated financial statements, etc., in accordancewith IFRS, the Olympus Group accounting policies and practical guidelines are established inaccordance with IFRS, and we follow accounting procedures based on these policies and guidelines.

- 170 -

1. Consolidated Financial Statements and Other Notes(1) Consolidated Financial Statements(i)Consolidated Statement of Financial Position
Olympus Corporation and Consolidated Subsidiaries
As of March 31, 2024
(Millions of yen)
Notes

ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Inventories
Income taxes receivable
Other current assets
Subtotal
Assets held for sale
Total current assets
Non-current assets
Property, plant and equipment
Goodwill
Intangible assets
Retirement benefit asset
Investments accounted for using equity
methodTrade and other receivables
Other financial assets
Deferred tax assets
Other non-current assets

7,35
8,35
10,35
9

2023

2024

11

169,329
174,672
11,360162,994
15,96022,421

340,933
197,599
9,862
190,030
36,68625,175

12

556,736
169,621800,28555

726,357

800,340

238,731
181,324
116,757
27,028259,968
180,331
91,96136,8151,010

479

36,98021,476
156,543
2,495

55,76434,14672,324
2,088

13
14
14
23

8,35
10,35
37
11

Total non-current assets
Total assets- 171 -

782,344733,876

1,508,701

1,534,216

(Millions of yen)
Notes
LIABILITIES AND EQUITY
Liabilities
Current liabilities
Trade and other payables
Bonds and borrowings
Other financial liabilities
Income taxes payable
Provisions
Other current liabilities

2024

62,91949,97023,23599,567
19,111
163,837

61,85569,98827,67338,65831,318202,203418,639431,695

43,253–461,892

431,695

290,087
61,66820,416
2,912
12,29818,194

229,628
62,23820,586
2,362
11,98918,532

Total non-current liabilities

405,575

345,335

Total liabilities
EquityShare capital
Capital surplus
Treasury shares
Other components of equity
Other components of equity related todisposal group held for sale
Retained earnings

867,467

777,030

24
24
24
24

124,643
92,150(28,086)
77,280124,643
92,032(102,017)
149,127

24

3,034

–

24

371,064

493,401

640,0851,149

757,186–

Subtotal
Liabilities directly associated with assets
held for sale
Total current liabilities
Non-current liabilities
Bonds and borrowings
Other financial liabilities
Retirement benefit liability
Provisions
Deferred tax liabilities
Other non-current liabilities

17,35
18,35
19,35

2023

20
21
12

18,35
19,35
23
20
37
21

Total equity attributable to owners of parent
Non-controlling interests
Total equity
Total liabilities and equity- 172 -

641,234

757,186

1,508,701

1,534,216

(ii) Consolidated Statement of Profit or Loss
Olympus Corporation and Consolidated Subsidiaries
For the fiscal year ended March 31, 2024
(Millions of yen)
Notes
Continuing operations
Revenue
Cost of sales

6,28
9,13
14,23

Gross profit
Selling, general and administrative expenses

13,14
23,29

2023

2024

881,923

936,210285,074

311,087

596,849

625,123

420,547

473,231

Share of profit (loss) of investments accounted forusing equity method
Other income
Other expenses

6

491

(358)

30
16,30

23,706
13,8904,666
112,602

Operating profit
Finance income
Finance costs

6
31
31

186,609
3,860
8,175

43,5982,562
10,306

Profit before tax
Income taxes

37

182,294
44,30435,854
8,881

137,990

26,973

Profit from continuing operations
Discontinued operation
Profit from discontinued operation

5,623

215,956

Profit41

143,613242,929

Profit attributable to:
Owners of parent
Non-controlling interests

143,432
181

242,566363

143,613242,92932
32
32

108.784.44
113.2221.93
177.98199.9132
32
32

108.654.43
113.0821.88
177.56
199.44

ProfitEarnings per share
Basic earnings per share (yen)Continuing operations
Discontinued operation
Basic earnings per share
Diluted earnings per share (yen)Continuing operations
Discontinued operation
Diluted earnings per share- 173 -

(iii) Consolidated Statement of Comprehensive Income
Olympus Corporation and Consolidated Subsidiaries
For the fiscal year ended March 31, 2024
(Millions of yen)
Notes
ProfitOther comprehensive income
Items that will not be reclassified to profit or
loss
Financial assets measured at fair value
through other comprehensive income
Remeasurements of defined benefit plans

2023

2024
143,613242,929

33

(84)

(20)

33

7,320

4,682

33

7,236

4,662

33

47,09369,01133(1,280)(177)

3345,813

68,83453,04973,496Comprehensive income

196,662

316,425

Comprehensive income attributable to:
Owners of parent
Non-controlling interests

196,481181

316,062363

196,662

316,425

Total of items that will not be reclassified to
profit or loss
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign
operations
Cash flow hedges
Total of items that may be reclassified to
profit or loss
Total other comprehensive income

Comprehensive income- 174 -

(iv) Consolidated Statement of Changes in Equity
Olympus Corporation and Consolidated Subsidiaries
For the fiscal year ended March 31, 2023
(Millions of yen)
Equity attributable to owners of parent

Notes

Balance at April 1, 2022

SharecapitalCapitalsurplusTreasurysharesOther
components ofequity124,643

91,239(45,589)

34,818Other
components ofequityrelated todisposalgroup held
for sale

Retainedearnings

Total–

305,057

510,168

1,194

511,362

143,432

143,432

181

143,613

ProfitOther comprehensive
income53,049Comprehensive income
Share repurchase
Disposal of treasury
sharesCancellation oftreasury shares
Dividends from surplus
Transfer from retained
earnings to capitalsurplusTransfer from othercomponents of equity
to retained earnings
Share-based paymenttransactions
Transfer to othercomponents of equity
related to disposalgroup held for sale
Equity transactions
with non-controllinginterests

–

–

24

–

53,049Noncontrolling Total equity
interests

53,049–143,432

196,48153,049181

196,662(50,003)(50,003)(50,003)

24

(254)

254

0

0

24

(67,087)

67,087––

26
67,156(7,553)27

1,096(17,822)(17,822)(67,156)

–

–

7,553

–

–

1,261

1,261

–

–

165
(3,034)

3,034

(226)

(18,048)

Total transactions withowners–911

17,503(10,587)

3,034(77,425)(66,564)(226)(66,790)

Balance at March 31,
2023

124,643

92,150(28,086)

77,2803,034

371,064

640,0851,149

641,234- 175 -

For the fiscal year ended March 31, 2024
(Millions of yen)
Equity attributable to owners of parent

Notes

Balance at April 1, 2023

SharecapitalCapitalsurplusTreasurysharesOther
components ofequity124,643

92,150(28,086)

77,280

Other
components ofequityrelated todisposalgroup held
for sale

Retainedearnings

Total

3,034

371,064

640,0851,149

641,234

242,566

242,566363

242,929

ProfitOther comprehensive
incomeComprehensive income
Share repurchase
Disposal of treasury
sharesCancellation oftreasury shares
Dividends from surplus
Transfer from retained
earnings to capitalsurplusTransfer from othercomponents of equity
to retained earnings
Share-based paymenttransactions
Equity transactions
with non-controllinginterests

–

–

24

–

76,530(3,034)76,530(3,034)

Noncontrolling Total equity
interests

73,496
242,566

316,062

73,496363

316,425(180,002)(180,002)(180,002)

24

(43)

43

0

0

24

(104,795)

104,795––

26
104,855(4,683)27

1,457(20,057)(20,057)(104,855)

–

–

4,683

–

–

2,690

2,690

1,233

(1,592)(183)(20,240)(1,592)(1,329)(2,921)

Total transactions withowners–(118)(73,931)(4,683)–(120,229)(198,961)(1,512)(200,473)

Balance at March 31,
2024

124,643

92,032(102,017)

149,127–

493,401

757,186–

757,186

Note:

Details of Share capital, Capital surplus, Retained earnings, Treasury shares and Other components of equity are describedin Note “24. Share Capital and Other Components of Equity.”- 176 -

(v) Consolidated Statement of Cash Flows
Olympus Corporation and Consolidated Subsidiaries
For the fiscal year ended March 31, 2024
(Millions of yen)
Notes
Cash flows from operating activities
Profit before tax
Profit before tax from discontinued operation
Depreciation and amortization
Impairment losses
Interest and dividend income
Interest expenses
Loss (gain) on sale and retirement of fixed assets
Share of loss (profit) of investments accounted
for using equity method
Gain on transfer of the Scientific Solutions
Business
Decrease (increase) in trade and otherreceivables
Decrease (increase) in inventories
Increase (decrease) in trade and other payables
Increase (decrease) in retirement benefit liability
Decrease (increase) in retirement benefit asset
Increase (decrease) in provisions
Other

2023

2024

182,294
7,413
66,741
2,498(3,971)
6,037(15,757)

35,854348,276
65,94064,568(2,376)
5,409
456

(491)

358

–

(349,037)(27,013)(11,851)(26,852)
8,770(14,099)952(3,555)
14,507(19,072)(5,935)
1,013(3,269)9,083
42,765

SubtotalInterest received
Dividends received
Interest paid
Income taxes paid

197,474
3,933
38(5,388)(97,567)

182,182
2,365
11(4,803)(137,390)

Net cash provided by operating activities

98,49042,365

41
16

30

34

- 177 -

(Millions of yen)
Notes
Cash flows from investing activities
Payments into time deposits
Purchase of property, plant and equipment
Proceeds from sale of property, plant andequipment
Purchase of intangible assets
Purchase of investment securities
Proceeds from transfer of the Scientific
Solutions Business
Proceeds from the transfer of the collagenbusiness and dental product sales businesses
Payments for acquisition of subsidiaries
Proceeds from sale of subsidiaries
Collection of loans receivable
Payments for contingent consideration
Expenditures based on share purchase agreement
Amount recovered upon cancellation of sharepurchase agreement
Other–(46,425)

20,4601,471(23,053)(3,705)(18,199)
(28)

34

–

379,091

34

–

1,656

34,40
34
41

(3,859)
–
1,284
(606)
–

–
4,472
53,373(2,966)(43,647)–

31,110771

84(58,414)359,992

34

(67)

(3)

34
34
26

(20,914)(13,547)(17,822)(226)(50,003)(40,000)(19,518)(40,000)(20,057)(183)(180,002)(10,000)–(2,921)(599)(3,326)(143,178)(276,010)

6,042

9,074

(97,060)

135,421302,572

205,512205,512340,933

18,34

Net cash used in financing activities
Effect of exchange rate changes on cash and cash
equivalents
Net increase (decrease) in cash and cash
equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period2024(2,136)(47,570)

Net cash provided by (used in) investing
activities
Cash flows from financing activities
Increase (decrease) in short-term borrowings andcommercial papers
Repayments of lease liabilities
Repayments of long-term borrowings
Dividends paid
Dividends paid to non-controlling interests
Payments for share repurchase
Redemption of bonds
Payments for acquisition of interests in
subsidiaries from non-controlling interests
Other

2023

7

- 178 -

Notes to the Consolidated Financial Statements
Olympus Corporation and Consolidated Subsidiaries
1. Reporting Entity
Olympus Corporation is a joint stock company located in Japan. The address of its registered head office isHachioji-shi, Tokyo. Olympus Corporation’s consolidated financial statements comprise Olympus
Corporation and its subsidiaries (hereinafter, the “Olympus Group”) and interests in Olympus Corporation’s
associates.
The Olympus Group is principally engaged in the manufacturing and sales of endoscopic, therapeutic andother products. Description of each business is as described in Note “6. Business Segments.”
2. Basis of Preparation(1) Statement of the consolidated financial statements’ compliance with IFRSThe consolidated financial statements of the Olympus Group have been prepared in accordance withIFRS issued by the International Accounting Standards Board. Since the requirements for a “Specified
Company of Designated International Accounting Standards” set forth in Article 1-2 of the “Regulation
on Terminology, Forms, and Preparation Methods of Consolidated Financial Statements” are satisfied,
Olympus Corporation adopts the provisions of Article 93 of the same Regulation.
The Japanese language consolidated financial statements for the fiscal year ended March 31, 2024 wereapproved by Stefan Kaufmann, Director, Representative Executive Officer, President and CEO, andTatsuya Izumi, Executive Officer and CFO, on June 20, 2024.
(2) Functional currency and presentation currency
The Olympus Group’s consolidated financial statements are presented in Japanese yen, which is also
Olympus Corporation’s functional currency, and figures are rounded off to the nearest million yen.
(3) Changes in presentation methods(Consolidated Statement of Cash Flows)(Cash flows from investing activities)
In the fiscal year ended March 31, 2023, because “Collection of loans receivable” and “Payments forcontingent consideration,” which had previously been included in “Other” of “Cash flows from investing
activities,” increased in monetary importance, they have been listed independently from the fiscal year
ended March 31, 2024. Furthermore, due to the decreased monetary importance of “Proceeds from saleand redemption of investments,” which had previously been listed independently, it has been disclosed in“Other” from the fiscal year ended March 31, 2024. To reflect this change in the presentation method, theconsolidated financial statements for the fiscal year ended March 31, 2023 have been reclassified.
As a result, ¥516 million which had previously been presented in “Other” of “Cash flows from investing
activities,” has been listed independently as ¥1,284 million in “Collection of loans receivable,” and ¥606
million in “Payments for contingent consideration” and ¥933 million in “Proceeds from sale andredemption of investments” has been reclassified as “Other” in the amount of ¥771 million.
3. Material Accounting Policies(1) Basis of consolidation(i)

Subsidiaries
A subsidiary is an entity that is controlled by the Olympus Group. The Olympus Group considers
that it has control over an entity when it is exposed or has rights, to variable returns arising from its
involvement with the entity, while having the ability to affect those returns through the exercise of
its power over the entity. Financial statements of a subsidiary are consolidated from the date on
which the Olympus Group obtains control over such subsidiary, until the date on which the control
is lost.
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All intergroup balances, transactions, unrealized profit or loss arising from intergroup transactions
are eliminated on consolidation.
Comprehensive income of the subsidiaries is attributed to the owners of parent and to the noncontrolling interests even if this results in the non-controlling interests having a deficit balance.
Changes in Olympus Corporation’s ownership interests in subsidiaries that do not result in a loss ofcontrol are accounted for as equity transactions. Any difference between the adjustment to the noncontrolling interests and the fair value of the consideration is recognized directly in equity
attributable to owners of parent.
If the Olympus Group loses control over a subsidiary, any resulting gains or losses shall berecognized in profit or loss.
(ii) Associates
An associate is an entity over which the Olympus Group has significant influence on its financial
and operating policies but does not have control or joint control. Investments in associates areaccounted for by the equity method from the date the Olympus Group gains significant influence
until the date it loses that influence.
Investments in associates include goodwill recognized on acquisition.
(2) Business combinations
Business combinations are accounted for by using the acquisition method.
If the initial accounting for a business combination is incomplete by the end of the reporting period inwhich a business combination occurs, the items for which the accounting treatment is incomplete aremeasured at provisional amounts, and adjustments to the provisional amounts are finalized during themeasurement period within one year from the acquisition date.
Consideration for an acquisition is measured at the sum of the acquisition-date fair value of the assets
transferred, liabilities assumed, and equity instruments issued by the Olympus Group in exchange for thecontrol over the acquiree. Consideration for an acquisition includes contingent consideration. If
consideration for an acquisition exceeds the fair value of identifiable assets and liabilities, such excess isrecognized as goodwill in the consolidated statement of financial position. If, conversely, theconsideration is less than the fair value, the difference shall be directly recognized in profit or loss in the
consolidated statement of profit or loss. In addition, acquisition-related costs incurred shall be recognizedin profit or loss.
(3) Foreign currency translations(i)

Foreign currency transactions
Foreign currency transactions are translated into the functional currency of each Group company
using the exchange rate at the transaction date or an exchange rate that approximates it. At the endof each reporting period, monetary assets and liabilities denominated in foreign currencies aretranslated into functional currencies using the exchange rate at the end of the reporting period.
Nonmonetary assets and liabilities denominated in foreign currencies measured at fair value aretranslated into functional currencies using the exchange rate at the date when such fair value wasmeasured. Translation differences arising from translations and settlements are recognized in profit
or loss for the period; provided, however, that translation differences arising from financial assets
measured at fair value through other comprehensive income are recognized in other comprehensive
income.

(ii) Financial statements of foreign operations
Assets and liabilities of foreign operations are translated into Japanese yen using the exchange rates
at the end of the reporting period. Income and expenses are translated into Japanese yen using the
average exchange rates for the fiscal year unless exchange rates significantly fluctuate during theperiod. Exchange differences on translation of foreign operations are recognized in other- 180 -

comprehensive income. Such translation differences of foreign operations are recognized in profit orloss for the period in which the foreign operations concerned are disposed of.
(4) Financial instruments(i)Financial assets(i)

Initial recognition and measurement
The Olympus Group initially recognizes trade and other receivables on the date when they are
incurred, and other financial assets at the transaction date when the Olympus Group becomes aparty to the contract for the financial assets. At the initial recognition, financial assets aremeasured at fair value plus transaction costs, except for those measured at fair value throughprofit or loss.

(ii) Classification and subsequent measurement
The Olympus Group classifies the financial assets at initial recognition as financial assets
measured at amortized cost, financial assets measured at fair value through other comprehensive
income or financial assets measured at fair value through profit or loss.
(Financial assets measured at amortized cost)
Financial assets are classified into financial assets measured at amortized cost, on the condition
that they meet both of the following criteria:• Financial assets are held based on the business model to hold financial assets for the purposeof collecting contractual cash flows• Contractual terms associated with financial assets give rise to cash flows on specified dates,consisting only of payment of the principal and interest on the principal balance
Financial assets measured at amortized cost are measured at amortized cost using the effective
interest method subsequent to the initial recognition.
(Financial assets measured at fair value through other comprehensive income)Equity instruments such as shares held mainly for the purpose of maintaining or strengthening
business relationships with investees are designated at initial recognition as financial assets
measured at fair value through other comprehensive income.
Any change in fair value of equity financial assets measured at fair value through othercomprehensive income is recognized in other comprehensive income subsequent to the initialrecognition. If such assets are derecognized or the fair value decreases significantly, accumulated
other comprehensive income is directly transferred to retained earnings.
Dividends from such financial assets are recognized in profit or loss.
(Financial assets measured at fair value through profit or loss)
Financial assets other than above are classified as financial assets measured at fair value throughprofit or loss.
Changes in fair value of financial assets measured at fair value through profit or loss arerecognized in profit or loss subsequent to the initial recognition.
(iii) Impairment of financial assets
For financial assets measured at amortized cost, the Olympus Group recognizes allowance for
doubtful accounts for expected credit losses.
The Olympus Group evaluates at the end of each reporting period whether there is a significant
increase in credit risk of financial assets since initial recognition. When there is no significant
increase in the credit risk since initial recognition, the amount equal to expected credit losses for
12 months are recognized as allowance for doubtful accounts. When there is a significant- 181 -

increase in credit risk since initial recognition, the amount equal to expected credit losses for theremaining life of the financial assets are recognized as allowance for doubtful accounts.
For trade receivables, contract assets and lease receivables, allowance for doubtful accounts arealways recognized at the amount equal to expected credit losses for the remaining life of theassets.
With regard to financial assets on which impairment losses were previously recognized, when theamount of impairment losses decreased due to any event that occurred after the initial recognitionof the impairment losses, the previously recognized impairment losses are reversed andrecognized in profit or loss.
(iv) Derecognition
A financial asset is derecognized when the contractual rights to the cash flows from the financial
asset expire or when the contractual rights to receive the cash flows from the financial asset areassigned and substantially all the risks and rewards of ownership are transferred.
(ii) Financial liabilities(i)

Initial recognition and measurement
The Olympus Group initially recognizes financial liabilities at the transaction date when the
Olympus Group becomes a party to the contract for the financial liabilities. All financial
liabilities are measured at fair value at initial recognition, whereas financial liabilities measured
at amortized cost are measured at the amount less directly attributable transaction costs.

(ii) Classification and subsequent measurement
Financial liabilities are classified into financial liabilities measured at fair value through profit orloss or financial liabilities measured at amortized cost at initial recognition.
Changes in fair value of financial liabilities measured at fair value through profit or loss arerecognized in profit or loss subsequent to the initial recognition.
Financial liabilities measured at amortized cost are measured at amortized cost subsequent to theinitial recognition, by using the effective interest method. Amortization by the effective interest
method, as well as gains and losses associated with derecognition shall be recognized in profit orloss.
(iii) Derecognition
The Olympus Group derecognizes a financial liability when it is extinguished, namely when the
obligation specified in the contract is discharged, cancelled or expires.
(iii) Offsetting financial instruments
Financial assets and liabilities are offset, with the net amount presented in the consolidated
statement of financial position, only if the Olympus Group holds a legal right to offset therecognized amounts, and there is an intention to settle on a net basis or to realize the asset and settle
the liability simultaneously.
(iv) Derivatives and hedge accounting
The Olympus Group uses derivatives such as forward exchange contracts, interest rate swaps andinterest rate currency swap contracts, as hedging instruments against foreign exchange risk andinterest rate risk. These derivatives are classified as financial assets measured at fair value throughprofit or loss and financial liabilities measured at fair value through profit or loss. Derivatives thatmeet criteria for hedge accounting are designated as hedging instruments, and hedge accounting isapplied.
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For the application of hedge accounting, the Olympus Group officially makes designation andprepares documentation at the inception of the hedge, regarding the hedging relationship as well as
the risk management objectives and strategies. Such document contains hedging instruments,
hedged items, the nature of the risks to be hedged and the method for evaluating the hedging
effectiveness. The Olympus Group continually evaluates whether the hedging relationship is
effective prospectively.
The Olympus Group applies cash flow hedges to interest rate-related and interest rate currency
related derivative transactions that meet the criteria for hedge accounting.
Of changes in fair value associated with hedging instruments in cash flow hedges, the effective
portion is recognized in other comprehensive income, and recognized in other components of equity
until the hedged transaction is executed and recognized in profit or loss. The ineffective portion isrecognized in profit or loss.
The amount associated with hedging instruments recognized in other components of equity istransferred to profit or loss, at the point in time when the hedged transaction affects profit or loss. If
a hedged item results in the recognition of a non-financial asset or a non-financial liability, theassociated amount recognized in other components of equity is accounted for as adjustment to theinitial book value of the non-financial asset or the non-financial liability.
When any forecast transaction is no longer expected to occur, hedge accounting is discontinued, andany related cumulative gain or loss that has been recognized as other components of equity istransferred to profit or loss. Even if hedge accounting was discontinued, the amount that had beenrecognized as other components of equity until hedge accounting was discontinued continues to berecognized in other components of equity until future cash flows occur when these future cash flows
are expected to occur.
The Olympus Group does not use fair value hedges or net investment hedges in foreign operations.
(5) Cash and cash equivalents
Cash and cash equivalents comprise cash, readily available deposits, and short-term, highly liquid
investments having maturities of three months or less of the date of acquisition that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(6) Inventories
Inventories are measured at the lower of cost or net realizable value. The costs of inventories arecalculated principally by using the weighted average method, which include purchase cost, processing
cost, and other costs incurred in bringing inventories to their present location and condition. Net
realizable value is determined at the estimated selling price in the ordinary course of business lessestimated cost required up to the completion of the process and estimated selling expenses.
(7) Property, plant and equipment
Property, plant and equipment is measured by using the cost model and is stated at cost less accumulated
depreciation and accumulated impairment losses.
The costs of property, plant and equipment include any costs directly attributable to the acquisition ofassets, dismantlement, removal and restoration costs as well as borrowing costs eligible for capitalization.
Except for assets that are not depreciated such as land, each asset is depreciated over its estimated usefullife on a straight-line basis. The estimated useful lives of major asset items are as follows (excluding
right-of-use assets):•••

Buildings and structures: 2 to 50 years
Machinery and vehicles: 2 to 10 years
Tools, furniture and fixtures: 2 to 15 years

The estimated useful lives, residual values and depreciation methods are subject to review at the end ofeach reporting period, and any change is prospectively applied as a change in an accounting estimate.
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(8) Goodwill
Goodwill is carried at cost less any accumulated impairment losses.
Goodwill is not amortized and is tested for impairment in each period or whenever there is an indicationof impairment. Impairment loss of goodwill is recognized in profit or loss.
Goodwill measurements at initial recognition are presented in “(2) Business combinations.”(9) Intangible assets
Intangible assets are measured by using the cost model and are carried at cost less accumulated
amortization and accumulated impairment losses.
The costs of intangible assets acquired separately include any costs directly attributable to the acquisitionof the assets. Intangible assets acquired through business combinations are measured at fair value at theacquisition date. With regard to internally generated intangible assets, of the costs incurred during thedevelopment phase, the following are eligible for capitalization and recognized as development costs,
whereas such costs that are not eligible are recognized as expenses when incurred.
•
•
•
•
•

The technical feasibility of completing the intangible asset so that it will be available for use or sale.
Olympus Corporation’s intention to complete the intangible asset and use or sell it.
Olympus Corporation’s ability to use or sell the intangible asset.
The intangible asset is likely to create future economic benefits.
The availability of adequate technical, financial and other resources to complete the development andto use or sell the intangible asset.
• Olympus Corporation’s ability to measure reliably the expenditure attributable to the intangible asset
during its development.
Except for intangible assets with indefinite useful lives, each asset is amortized over the estimated usefullife on a straight-line basis. The estimated useful lives of major asset items are as follows:• Capitalized development costs: 4 to 8 years• Software: 3 to 5 years• Other: 3 to 15 years
The estimated useful lives and amortization methods are reviewed at the end of each reporting period, andany change is prospectively applied as a change in an accounting estimate.
Intangible assets with indefinite useful lives and those yet to be usable are not amortized and are tested
for impairment in each period or whenever there is an indication of impairment.
(10) Leases(i)

Leases as lessee
Olympus Corporation introduces a single lessee accounting model, instead of classifying leases into
operating leases and finance leases, and recognizes right-of-use assets representing its rights to use
the underlying leased assets and lease liabilities representing its obligations to make lease payments
for all leases, in principle.
Lease liabilities are measured at the present value of the total lease payments that are not paid at thecommencement date. Right-of-use assets are initially measured at the initial measurement amount oflease liabilities adjusted for any initial direct costs, prepaid lease payments, restoration costs, etc.
Right-of-use assets are depreciated on a straight-line method over the shorter of their estimateduseful lives and lease terms.
The lease term is estimated based on the non-cancellable period and adjusted for optional periods forwhich the Olympus Group is reasonably certain to exercise an option to extend or terminate thelease.
Furthermore, lease payments are categorized into amounts equivalent to the principal and interest oflease liabilities, and the amount equivalent to the interest apportioned to each fiscal period is
calculated so as to achieve a constant rate of interest on the lease liabilities balance at each periodend, and recognized in profit or loss.
If the contract transfers the right to control the use of an identified asset for a period of time in- 184 -

exchange for a consideration, at the start of the contract, the contract is deemed to be a lease or tocontain a lease.
For short-term leases and leases for which the underlying asset is of low value, the Olympus Group
does not recognize the right-of-use assets and lease liabilities but recognizes lease payments as
expenses.
Right-of-use assets and lease liabilities are included in and presented as “Property, plant andequipment” and “Other financial liabilities” respectively on the consolidated statement of financial
position.
(ii) Leases as lessor
Lease transactions involving the transfer of substantially all the risks and rewards associated withthe ownership of the leased assets are classified as finance leases, while other types of leasetransactions are classified as operating leases.
In finance lease transactions, the present value of gross investments in the lease is recognized asrevenue at the commencement of the lease term, and the corresponding amount is recognized aslease receivables. Unearned finance income is apportioned at a constant rate on the net investment
over the lease term and recognized as revenue in the period to which it is attributable.
In operating lease transactions, the relevant leased properties are recognized in the consolidated
statement of financial position, and lease payments receivable are recognized as revenue over thelease terms on a straight-line method.
(11) Impairment of non-financial assets
For the carrying amount of non-financial assets (excluding inventories, deferred tax assets, retirement
benefit assets and non-current assets held for sale), the Olympus Group assesses at the end of eachreporting period whether there is an indication of impairment. If any such indication exists, an impairment
test is performed. However, goodwill, intangible assets with indefinite useful lives and those yet to beusable are tested for impairment in each period or whenever there is an indication of impairment.
Assets that are not individually tested in impairment testing are integrated into the smallest cashgenerating unit that generates cash inflows largely independent of cash inflows from other assets or asset
groups. Corporate assets do not generate independent cash inflows. Therefore, if there is an indicationthat corporate assets may be impaired, the impairment test is performed based on the recoverable amountof the cash-generating unit to which the corporate assets belong.
The recoverable amount of an asset or cash-generating unit is the higher of its value in use and fair valueless cost of disposal. In calculating value in use, estimated future cash flows are discounted to the present
value using the pretax discount rate reflecting the time value of money and risks specific to the asset.
Impairment losses are recognized when the carrying amount of an asset or cash-generating unit exceeds
its recoverable amount. Impairment losses recognized in association with a cash-generating unit arerecognized by first reducing the carrying amount of any allocated goodwill and then are allocated to otherassets of the cash-generating unit on a pro-rata basis based on the carrying amount of each asset.
When there is an indication of reversal in respect of impairment losses recognized in prior periods and therecoverable amount of the asset or cash-generating unit exceeds its carrying amount, impairment losses
are reversed. The carrying amount after reversal of impairment losses does not exceed the carrying
amount that would have been determined when depreciation or amortization had been continued until thereversal occurred if any impairment loss had never been recognized for the asset. Impairment losses
associated with goodwill are not reversed.
(12) Non-current assets and discontinued operations held for saleNon-current assets or disposal groups that will be recovered principally through a sale transaction rather
than through continuous use are classified as non-current assets or disposal groups held for sale if it ishighly probable that they will be sold within one year, they are immediately available for sale in theircurrent state, and the Olympus Group’s management is committed to implementing a plan for their sale.
The Olympus Group shall not depreciate or amortize a non-current asset while it is classified as held forsale or while it is part of a disposal group classified as held for sale, and shall measure a non-current asset- 185 -

or disposal group classified as held for sale at the lower of its carrying amount and fair value less costs tosell.
When businesses that are considered as units on which management decision is made have already beensold or fulfill the requirements to be classified as being held for sale, the Olympus Group classifies thosebusinesses as discontinued operations.
(13) Provisions
Provisions are recognized when the Olympus Group has present obligations as a result of past events, it ishighly probable that outflows of economic resources will be occurred to settle the obligations, andreliable estimates of the obligations can be made.
Where time value of money is material, provisions are measured by discounting estimated future cash
flows into present value by using the interest rate reflecting the time value of money as well as the risks
inherent to the associated liabilities.
(14) Contingent liabilities
With regard to liabilities held by the Olympus Group as of the end of the reporting period that may be
incurred, when it cannot be confirmed whether or not those are liabilities as of the end of the reporting
period, or when the liabilities do not meet criteria for recognition of provisions, information on suchliabilities is provided in the corresponding note on contingent liabilities, unless it is believed that thepossibility of an outflow of economic resources by performance of the liabilities is remote at the end of
the reporting period.
(15) Government grants
Government grants are recognized at fair value, if there is reasonable assurance that the Olympus Groupwill comply with the conditions attached to them and that will receive the grants. Government grants
associated with expenses are recognized in revenue over the period when the expenses, which the grant isintended to compensate, are incurred. Government grants related to the acquisition of assets arerecognized as deferred income and then recognized in profit or loss over the expected useful life of therelevant asset on a systematic basis.
(16) Employee benefits(i)Post-employment benefits
The Olympus Group adopts defined benefit pension plans and defined contribution pension plans.
The Olympus Group calculates the present value of defined benefit obligations and associatedcurrent service cost as well as past service cost by using the projected unit credit method.
The discount rate used for discounting to the present value of defined benefit obligations isdetermined by reference to market yields on high quality corporate bonds of which currency and due
date are consistent with those of the post-employment benefit obligations.
Asset or liability associated with a defined benefit plan is calculated by subtracting the fair value ofplan assets from the present value of defined benefit obligations of each plan.
Any difference due to remeasurement arising from defined benefit pension plans is recognized asother comprehensive income in the period when the difference arose, and immediately transferred toretained earnings. Past service costs are expensed as incurred.
Contributions to defined contribution pension plans are recognized as expenses according to theperiod during which employees rendered the relevant services.

(ii) Short-term employee benefits
Short-term employee benefits are recognized as expenses in the period in which the employee
renders the related service without discounting. When the Olympus Group has present legal orconstructive obligations to make payments resulting from past services rendered by the employees- 186 -

and the amount can be estimated reliably, the amount estimated to be paid is recognized as aliability.
(iii) Other long-term employee benefits
The Olympus Group has a special leave system and incentive payment plans according to a specificnumber of service years as long-term employee benefits other than pension plans. The amount of
obligations to other long-term employee benefits is recognized as a liability at the amount calculatedby discounting the estimated amount of future benefits earned in exchange for service that
employees provided in prior fiscal years and the current fiscal year to the present value.
(17) Equity
Common shares are recognized in share capital at their issue price. Expenses incidental to issuance ofcommon shares are deducted at the amount net of tax effect from equity.
Treasury shares are recognized at cost and deducted from equity. No gain or loss is recognized associatedwith the purchase, sale or retirement of treasury shares of Olympus Corporation. Any difference between
the book value and the consideration received from the sale is recognized in equity.
(18) Stock-based compensation
The Olympus Group has adopted equity-settled stock option plans for directors, executive officers,
corporate officers, and senior management of Olympus Corporation and its subsidiaries with the aim ofenhancing awareness toward contributing to sustainable improvement of corporate value as well as
further enhancing value sharing with shareholders of Olympus Corporation.
Stock option plans
Stock options are measured at fair value at the grant date and recognized as expenses over the vesting
periods with corresponding increases to equity and taking into account the estimated number of
options to be vested. The fair value of stock options is calculated using the Black-Scholes model.
Stock compensation system
Olympus Corporation has introduced a subsequent grant-type restricted stock compensation (RSU:
Restricted Stock Unit) system and performance-based stock compensation (PSU: Performance Share
Unit) system as a stock compensation system. The compensation calculated by the reference the fairvalue of shares of Olympus Corporation is recognized in profit or loss as an expense and thecorresponding amount is recognized as an increase in equity.
(19) Revenue
With regard to contracts with customers, the Olympus Group recognizes revenue by applying thefollowing steps (except for interest and dividend income, etc., under IFRS 9 “Financial Instruments” andlease payments receivable under IFRS 16 “Leases”).
Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Olympus Group is principally engaged in the manufacturing and sales of endoscopic, therapeutic andother products. With regard to the sales of these products, the Olympus Group mainly recognizes revenue
at the time of delivery of a product since in many cases it considers that the customer obtains control overthe product and performance obligations are satisfied at the time of delivery of the product.
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Revenue is measured at the amount of promised consideration in contracts with customers less discounts
and rebates, and reduced by the amount of sales returns.
(20) Finance income and finance costs
Finance income mainly comprises interest income, dividend income, exchange gains and changes in fairvalue of financial assets and liabilities measured at fair value through profit or loss. Interest income isrecognized as incurred using the effective interest method. Dividend income is recognized when the rightto receive payment is established.
Finance costs mainly comprise interest expenses, interest on bonds, exchange losses and changes in fairvalue of financial assets and liabilities measured at fair value through profit or loss. Interest expenses andinterest on bonds are recognized as incurred using the effective interest method.
(21) Income taxes
Income taxes comprise current taxes and deferred taxes. These taxes are recognized in profit or loss,
except in cases where they arise from items that are recognized directly in other comprehensive income orequity, and where they arise from business combinations.
(i)Current taxes
Current taxes are measured at an expected amount of taxes to be paid to or refunded from the tax
authorities. The tax rates and tax laws used to determine the amount of taxes are tax rates and tax
laws that have been enacted, or substantially enacted by the end of the reporting period.
With regard to uncertain tax positions of income taxes, the Olympus Group recognizes thereasonably estimated amount as assets or liabilities, when it is more likely than not, based oninterpretations for the purpose of tax laws, that the tax positions will be sustained.

(ii) Deferred taxes
Deferred taxes are recognized for temporary differences, which are differences between the tax
bases of assets and liabilities and their carrying amounts for accounting purposes at the end of thereporting period, tax losses carried forward and tax credits carried forward.
Deferred tax assets or liabilities are not recognized for the following cases:• Taxable temporary differences arising from the initial recognition of goodwill• Temporary differences on the initial recognition of assets or liabilities arising from a transaction,
except a business combination that affects neither accounting profit nor taxable profit and thatarises neither equivalent amount of taxable temporary differences nor deductible temporary
differences.
• Taxable temporary differences associated with investments in subsidiaries and associates when
the Olympus Group is able to control the timing of the reversal of the temporary difference and it
is probable that the temporary difference will not reverse in the foreseeable future.
• Deductible temporary differences associated with investments in subsidiaries and associates when
it is probable that the temporary difference will not reverse in the foreseeable future, or when it is
not probable that there will be sufficient taxable profits against which the deductible temporary
differences can be utilized.
Deferred tax assets are recognized to the extent that it is probable that taxable profits will beavailable against which deductible temporary differences, unused tax credits carried forward and tax
losses carried forward can be utilized. In principle, deferred tax liabilities are recognized for all
taxable temporary differences.
In recognizing deferred tax assets, the Olympus Group assesses the probability that deductible
temporary differences or tax losses carried forward can be utilized against future taxable profits. In
assessing the recoverability of deferred tax assets, the scheduled reversal of deferred tax liabilities,
projected taxable profits and tax planning are taken into account.
Deferred tax assets and liabilities are measured based on tax rates and tax laws that have beenenacted, or substantially enacted by the end of the reporting period.
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Deferred tax assets and liabilities are offset if the Olympus Group has a legally enforceable right tooffset current tax assets against current tax liabilities, and they are related to income taxes levied by
the same taxation authority on the same taxable entity, or different taxable entities that intend either
to settle on a net basis or to realize the tax asset or settle the liability simultaneously.
Olympus Corporation and some of its domestic subsidiaries have adopted the Group Tax Sharing
System.
(22) Earnings per share
Basic earnings per share are calculated by dividing profit attributable to owners of parent by theweighted-average number of common shares outstanding, subject to the adjustment to the number oftreasury shares for the corresponding period.
Diluted earnings per share are calculated reflecting adjustments for the effect of all potential dilutive
common shares.
4. Significant Accounting Estimates and Associated Judgments
In preparing IFRS-based consolidated financial statements, the management is required to make judgments,
estimates and assumptions that affect the adoption of accounting policies and the amounts of assets, liabilities,
revenues and expenses. Actual results may differ from such estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis and the effect is recognized in
the period in which the estimates are revised and in future periods.
Information regarding the judgments made by the Olympus Group that may have material impacts on the
consolidated financial statements is as follows:• Scope of subsidiaries and associates (Note “3. Material Accounting Policies, (1) Basis of consolidation”)• Accounting for arrangements containing leases (Notes “3. Material Accounting Policies, (10) Leases,” and“36. Leases”)• Revenue (Notes “3. Material Accounting Policies, (19) Revenue,” and “28. Revenue”)
Information regarding accounting estimates and assumptions that may have material impacts on the
consolidated financial statements is as follows.
• Valuation of inventories (Notes “3. Material Accounting Policies, (6) Inventories,” and “9. Inventories”)
Inventories are measured at cost. However, if net realizable value falls below the cost as of the end of thereporting period, inventories are measured at the net realizable value and any difference is recognized incost of sales in principle. For unsold inventories that remain outside the operating cycle, the net realizablevalue, etc. is calculated by reflecting future demand and market trends. If the net realizable value
decreased significantly due to a worse market environment than expected, losses may be incurred.
• Impairment of non-financial assets (Notes “3. Material Accounting Policies, (11) Impairment of nonfinancial assets,” and “16. Impairment of non-financial assets”)
The Olympus Group tests for impairment of property, plant and equipment, goodwill, and intangible
assets in accordance with Note “3. Material Accounting Policies.” In the calculation of the recoverable
amount in the impairment test, assumptions are made regarding future cash flows, discount rates, etc.
These assumptions are determined based on management’s best estimates and judgment. However, they
may be affected by the results of changes in uncertain future economic conditions, and if they require
revision, they may have a significant impact on the consolidated financial statements.
• Measurement of provisions (Notes “3. Material Accounting Policies, (13) Provisions,” and “20.
Provisions”)- 189 -

Provisions are measured based on the best estimates for expenditures as of the fiscal year closing dateexpected to be required to settle future obligations. Estimates of expenditures expected to be required tosettle future obligations are calculated based on a comprehensive consideration of possible future
outcomes. Changes in uncertain future economic conditions may affect assumptions used to calculate theprovisions. Accordingly, there are risks that such changes could result in significant adjustments tomeasurements of provisions in the future accounting periods.
• Contingent liabilities (Notes “3. Material Accounting Policies, (14) Contingent liabilities,” and “42.
Contingent liabilities”)
Contingencies are disclosed when an item could have a significant impact on future operations, taking into
account all available evidence at the reporting date and considering the likelihood and monetary impact of
the event.
• Measurement of defined benefit obligation (Notes “3. Material Accounting Policies, (16) Employee
benefits,” and “23. Employee benefits”)
For defined benefit pension plans, the net value of the defined benefit obligations and the fair value ofplan assets is recognized as either liabilities or assets. Defined benefit obligations are calculated based on
the same types of assumptions used in the actuarial calculation, which include estimates of the discountrate, the retirement rate, the mortality rate, and the rate of compensation increase. These assumptions are
established by comprehensively judging a variety of available information, including market trends, suchas interest rate changes. Uncertain future economic conditions or changes in social conditions may affectthe assumptions used in the actuarial calculation. Accordingly, there are risks that such changes could
result in significant adjustments to the measurements of defined benefit obligations in future accounting
periods.
• Recoverability of deferred tax assets (Notes “3. Material Accounting Policies, (21) Income taxes,” and “37.
Income taxes”)
Deferred tax assets are recognized to the extent that it is probable that taxable income will be available
against which deductible temporary differences, etc. can be utilized. Judgements on the likelihood thattaxable income will be available are made based on the timing and amount of taxable income estimatedbased on the business plans including assumptions of the growth rate and operating profit ratio. Theseestimates are determined based on management’s best estimates. However, they may be affected by the
results of changes in uncertain future economic conditions and the actual results may differ from these
forecasts.
5. New or Amended Standards or Interpretations Not Yet Adopted
The new or amended standards and interpretations that were issued by the date of approval of the consolidated
financial statements and that have not been early adopted by the Olympus Group are primarily as follows. The
timing of adopting the new IFRS standards by the Olympus Group and the impact of adoption on the
Olympus Group’s consolidated financial statements is under evaluation.
IFRS Standards

IFRS 18

Presentation andDisclosure in
Financial Statements

Mandatory
adoption (from thefiscal year
beginning)
January 1, 2027

Timing ofadoption by the
Olympus GroupNot determined- 190 -

Description of new standards andamendments
Introduces new requirements to improvecompanies’ reporting of financial performanceand provide investors with a better basis foranalyzing and comparing companies

6. Business Segments(1) Overview of reportable segments
The reportable segments of the Olympus Group are the units for which separate financial information isavailable and according to which reporting is periodically conducted to decide how to allocate
management resources and assess business performance.
In the past, the Olympus Group had four reportable segments: “Endoscopic Solutions,” “Therapeutic
Solutions,” “Scientific Solutions,” and “Others.” However, from the second quarter ended September 30,
2022, we have changed to three reportable segments: “Endoscopic Solutions,” “Therapeutic Solutions,”
and “Others.” The change is due to Olympus Corporation classifying the Scientific Solutions Business as
a discontinued operation with the conclusion of a share transfer agreement related to the transfer of
Scientific Solutions Business of the Olympus Group with K.K. BCJ-66, a special purpose company
indirectly owned by funds advised by Bain Capital.
An outline of discontinued operations is described in Note “41. Discontinued Operation.” The transfer ofthe shares of Evident Corporation, which operates the Scientific Solutions Business, was completed on
April 3, 2023.
The principal products and services of each reportable segment are as follows:
Reportable Segment

Principal products and services

Endoscopic Solutions Business

Gastrointestinal endoscopes, surgical endoscopes, medical service

Therapeutic Solutions Business

GI-Endotherapy, urology products, respiratory products, energy devices, ENT
products, gynecology products

OthersBiomedical materials, orthopedic equipment(2) Revenue, business results and other items for reportable segments
Revenue, business results and other items for reportable segments are as follows. The accounting
treatment used for reportable segments is the same as described in Note “3. Material Accounting
Policies.”- 191 -

Fiscal year ended March 31, 2023
(Millions of yen)
Reportable Segment

Revenue
Revenue from outside customers
Intersegment revenue (Note 1)
Total
Operating profit (loss)

AdjustAmount on
ment
consolidated(Note 2, 3,
financial
4, 5, 6)statements

Endoscopic
Solutions

Therapeutic
Solutions551,823

318,207

11,893881,923–881,923

–

–

252

252

(252)

–

551,823

318,207

12,145882,175(252)

881,923

152,769

63,692(914)

215,547(28,938)

186,609

Others

Total

Finance income
Finance costs

3,860
8,175

Profit before tax

182,294

Other items
Share of profit (loss) ofinvestments accounted for using
equity method
Depreciation and amortization
Impairment losses
Segment assets (Note 7)
Investments accounted for using
equity method
Capital expenditures

505

(14)

–

491

–

491

37,495

19,1591,059

57,713

5,879

63,592

1,342

883

3

2,228

265

2,493

555,939452,969

20,6381,029,546

479,155

1,508,701

664

346

–

1,010

–

1,010

43,001

15,854

1,428

60,283

11,74072,023

Notes: 1. Intersegment revenue is based on actual market prices.
2. Adjustment for operating profit (loss) is corporate expenses that mainly consist of elimination of transactions
among segments, as well as general and administrative expenses and fundamental research expenses that are not
attributable to reportable segments.
3. Adjustment for operating profit (loss) includes gain on sale of fixed assets at Olympus Corporation of ¥16,395
million that is not attributable to reportable segments.
4. Adjustment for segment assets is the amount related to corporate assets that are not attributable to reportablesegments and assets of discontinued operations.
5. Adjustment for depreciation and amortization is the amount of depreciation and amortization related to corporate
assets that are not attributable to reportable segments.
6. Adjustment for capital expenditures is the amount of increase in fixed assets related to corporate assets that are not
attributable to reportable segments.
7. Provisional amounts for segment assets have been revised in the fiscal year ended March 31, 2024 with respect tothe acquisition of Odin Medical Ltd. in the fiscal year ended March 31, 2023 and figures at the end of the fiscal year
ended March 31, 2023 have been retrospectively revised. For details, please see Note “40. Business Combinations.”- 192 -

Fiscal year ended March 31, 2024
(Millions of yen)
Reportable Segment

Revenue
Revenue from outside customers
Intersegment revenue (Note 1)
Total
Operating profit (loss)

Adjustment(Note 2,4, 5, 6)

Amount on
consolidated
financialstatements

Endoscopic
Solutions

Therapeutic
Solutions

586,617337,331

12,262936,210–936,210

–

–

121

121

(121)

–

586,617337,331

12,383936,331(121)

936,210

104,684(8,466)(7,809)88,409(44,811)

43,598Others

Total

Finance income
Finance costs

2,562
10,306

Profit before tax

35,854

Other items
Share of profit (loss) ofinvestments accounted for using
equity method
Depreciation and amortization

(332)

(26)

–

(358)

–

(358)

41,501

18,184961

60,646

5,294

65,940

Impairment losses (Note 3)

10,89044,315

8,588

63,793775

64,568Segment assets

637,036

469,186

12,6601,118,882

415,334

1,534,216

–

479

–

479

–

479

50,674

19,295

1,452

71,421

9,306

80,727

Investments accounted for using
equity method
Capital expenditures

Notes: 1. Intersegment revenue is based on actual market prices.
2. Adjustment for operating profit (loss) is corporate expenses that mainly consist of elimination of transactions
among segments, as well as general and administrative expenses and fundamental research expenses that are not
attributable to reportable segments.
3. The operating loss of the Therapeutic solutions segment includes a loss of ¥51,886 million incurred from thediscontinuation of manufacturing and sales of Veran Medical Technologies, Inc. products. Details are as describedin Note “30. Other Income and Other Expenses.” Such losses include impairment losses of ¥41,704 million. Details
are as described in Note “16. Impairment of non-financial assets.”
4. Adjustment for segment assets is the amount related to corporate assets that are not attributable to reportablesegments.
5. Adjustment for depreciation and amortization is the amount of depreciation and amortization related to corporate
assets that are not attributable to reportable segments.
6. Adjustment for capital expenditures is the amount of increase in fixed assets related to corporate assets that are not
attributable to reportable segments.

(3) Information about products and services
This information is omitted as similar information has been disclosed in the above tables.
(4) Geographical information
Revenue and non-current assets of the Olympus Group by country or region were as follows.
Revenue- 193 -

(Millions of yen)
2023
Japan
North America
EuropeChina
Asia and Oceania
OthersTotal

2024
122,516
322,167
222,164
117,094
77,807
20,175

121,515
351,337
242,825
106,341
88,081
26,111

881,923

936,210Notes: 1. Revenue is based on the location of customers, classified by country or region.
2. Major countries or regions other than Japan were as follows:(1) North America
United States, Canada(2) Europe
Germany, United Kingdom, France, etc.
(3) Asia and Oceania
Singapore, South Korea, Australia, etc.
(4) Other
Central and South America, Africa, etc.
For the fiscal years ended March 31, 2023 and 2024, revenue from external customers in the United States was ¥300,080
million and ¥326,299 million, respectively. In no single country or region other than Japan, the United States and China
was revenue from external customers significant in the fiscal years ended March 31, 2023 and 2024.

Non-current assets (excluding financial instruments, deferred tax assets, and retirement benefit assets)(Millions of yen)
2023
Japan
Americas
Europe and Middle East
Asia and Oceania
Total

2024
138,682
220,391
153,760
26,474

138,637
202,587
163,00230,122539,307534,348

Notes: 1. Each geographic location is determined on the basis of geographic proximity.
2. Major countries and regions other than Japan were as follows:(1) Americas
United States, Canada, Mexico, and Brazil(2) Europe and Middle East Germany, United Kingdom, France, etc.
(3) Asia and Oceania
Singapore, China, South Korea, Australia, etc.
Within Americas, the balances of non-current assets (except financial instruments, deferred tax assets, and retirement
benefit assets) in the United States were ¥217,723 million and ¥199,220 million as of March 31, 2023 and 2024,
respectively. Within Europe and Middle East, the balances of non-current assets (except financial instruments, deferred
tax assets, and retirement benefit assets) in Germany were ¥58,358 million and ¥62,533 million as of March 31, 2023 and2024, respectively. The balances of non-current assets (except financial instruments, deferred tax assets, and retirement
benefit assets) in any individual country and region other than Japan, the United States, and Germany were not material
as of March 31, 2023 and 2024.
3. Provisional amounts for non-current assets have been revised in the fiscal year ended March 31, 2024 with respect
to the acquisition of Odin Medical Ltd. in the fiscal year ended March 31, 2023 and figures at the end of the fiscal
year ended March 31, 2023 have been retrospectively revised. For details, please see Note “40. Business
Combinations.”(5) Major customers
Information on revenue attributable to major customers for the fiscal years ended March 31, 2023 and2024 was omitted because revenue attributable to each customer accounted for less than 10% ofconsolidated revenue.

- 194 -

7. Cash and Cash Equivalents
The breakdown of cash and cash equivalents in the Consolidated Statement of Financial Position is as follows.
Cash and cash equivalents in the Consolidated Statement of Cash Flows are as follows:(Millions of yen)
2023
Cash and deposits

2024
164,551

148,251

4,778

192,682

Cash and cash equivalents in the consolidated statement of financial
position

169,329

340,933

Cash and cash equivalents included in assets held for sale

36,183–

Cash and cash equivalents in the consolidated statement of cash flows

205,512340,933

Short-term investments

8. Trade and Other Receivables
The breakdown of trade and other receivables as of March 31, 2023 and 2024 was as follows:(Millions of yen)
2023

2024

Trade notes receivable and trade accounts
receivable

141,877

152,042

Other receivables

14,07424,005Contract assets
Lease receivables
Allowance for doubtful accounts

1,239
65,003(10,541)

220
86,238(9,142)

211,652

253,363

Current

174,672

197,599

Non-current

36,98055,764

211,652

253,363

Total

Total

Note: Trade and other receivables are presented net of allowance for doubtful accounts in the consolidated statement of financial
position. Current assets of ¥6,056 million and non-current assets of ¥6,697 million are included in “Other receivables” in thefiscal year ended March 31, 2024 as other receivables arising from the termination of the stock acquisition agreement with
Taewoong Medical Co., Ltd.

9. Inventories
The breakdown of inventories as of March 31, 2023 and 2024 was as follows:(Millions of yen)
2023
Merchandise and finished goods
Work in progress
Raw materials and supplies
Total

2024
66,57833,52862,88867,29347,76474,973

162,994

190,030

The amounts of inventories recorded as cost of sales for the fiscal years ended March 31, 2023 and 2024 were¥224,363 million and ¥229,786 million, respectively.
Write-downs of inventories recognized as expenses for the fiscal years ended March 31, 2023 and 2024 were¥19,741 million and ¥23,301 million, respectively.
- 195 -

Inventories include materials not expected to be used for manufacturing within 12 months from the end ofeach fiscal year, but all of them are held within the Olympus Group’s normal operating cycle. The
corresponding carrying amounts at March 31, 2023 and 2024 were ¥3,842 million and ¥3,471 million,
respectively.

10. Other Financial Assets
The breakdown of other financial assets as of March 31, 2023 and 2024 was as follows:(Millions of yen)
2023

2024

Financial assets measured at fair value throughprofit or loss
Derivative assets

6,860

14,358937

704

Deposits with withdrawal restrictions

6,128

6,677

Lease and guarantee deposits

3,614

4,457

Other

8,396

10,260

6,901

7,552

32,83644,008Current

11,3609,862

Non-current

21,47634,146

32,83644,008Equity securities and others
Financial assets measured at amortized cost

Financial assets measured at fair value throughother comprehensive income
Equity securities and others
Total

Total

11. Other Current Assets and Other Non-current Assets
The breakdown of other current assets and other non-current assets as of March 31, 2023 and 2024 was asfollows:(Millions of yen)
2023

2024

Prepaid expenses

10,643

12,040Consumption tax receivables
Other

6,462
7,811

7,892
7,331

24,91627,26322,421
2,495

25,175
2,088

24,91627,263

Total
Current
Non-current
Total- 196 -

12. Assets Held for Sale
The breakdown of assets held for sale and liabilities directly associated with assets held for sale is as follows:(Millions of yen)
2023

2024

AssetsCash and cash equivalents

36,183–

Trade and other receivables

34,712–Inventories

35,931

–

Land

1,371

41

Buildings and structures

5,798

14

Machinery and vehicles

2,577

–

Tools, furniture and fixtures

3,246

–

220

–

Right-of-use assets

8,168

–

Other property, plant and equipment

4,910

–

Intangible assets

15,808–Goodwill

2,790–

Deferred tax assets

1,872

–

Other financial assets

3,792

–

Other current assets

9,804

–

Other non-current assets

2,439

–

Total

169,62155

Trade and other payables

9,109

–

Accrued expenses

10,685–

627–

Deferred tax liabilities

4,225

–

Other financial liabilities

9,187

–

Other current liabilities

7,309

–

Other non-current liabilities

2,111

–

43,253–

Construction in progress

Liabilities

Provisions

Total

The fiscal year ended March 31, 2024 saw the completion of procedures for the sale of assets and liabilities
related to the Scientific Solutions Business and of assets and liabilities related to the collagen business anddental product sales businesses, which had been classified as held for sale in the previous fiscal year.
(Transfer of Scientific Solutions Business)
The transfer of all shares of Evident Corporation, which had been a consolidated subsidiary of Olympus
Corporation, was conducted on April 3, 2023. In conjunction with this transfer, the transfer of the assets andliabilities of the Scientific Solutions Business, which were classified as held for sale in the previous fiscal
year, was completed on the same date. Details are described in Note “34. Cash Flow Information.”- 197 -

(Transfer of collagen business and dental product sales businesses)
The transfer of assets and liabilities related to the collagen business and dental product sales businesses,
which were classified as assets held for sale in the previous fiscal year, was completed on July 3, 2023.
Details are described in Note “34. Cash Flow Information.”
Assets categorized as assets held for sale in the fiscal year under review are assets, belonging to the
Endoscopic Solutions Business segment and Therapeutic Solutions Business segment, that are to be sold fromthe standpoint of management resource optimization and are scheduled for sale within a year from the fiscal
year closing date.

13. Property, Plant and Equipment(1) Changes in property, plant and equipment
The changes in carrying amount, acquisition cost, and accumulated depreciation and accumulated
impairment losses of property, plant and equipment were as follows:
Carrying amount(Millions of yen)
Buildings
andstructures

Tools,
Machineryfurniture andand vehicles
fixtures

Constructionin progress

Land

Total

Balance at April 1, 2022

121,761

23,45370,902

18,527

12,469247,112Additions
Additions through business combinations
Depreciation

13,009–(15,738)

5,289–(7,216)24,453
3(25,492)

1,056
–
(328)

15,078––58,885
3(48,774)

Impairment losses

(297)

(85)

–

–

–

(382)

Sales and disposals(4,150)(820)(4,301)(149)–(9,420)Transfer to assets held for sale

(11,651)(2,720)(6,159)(1,382)(183)(22,096)

9,358

2,036

3,877

10

(14,298)

983

5,865

889

4,344

422

755

12,275

Reclassification
Exchange differences on translation offoreign operations
Other

132

21

(10)

1

(0)

145

Balance at March 31, 2023

118,289

20,847

67,617

18,157

13,821

238,731

Additions11,8086,122

29,395170

15,03362,528Depreciation(16,342)(7,352)(26,781)(188)–(50,663)

Impairment losses(1,082)(370)(1,585)

(887)

(189)

(4,113)

Sales and disposals(3,746)(358)(4,906)(15)–(9,025)

(14)

–

–

(41)

–

(55)

17,004

1,156

5,232

(40)

(22,182)

1,170

10,668

1,364

8,034

473

657

21,196

77

19

(26)

–

129

199

136,662

21,42876,98017,6297,269

259,968

Transfer to assets held for sale
Reclassification
Exchange differences on translation offoreign operations
Other
Balance at March 31, 2024

Notes: 1. No borrowing costs were capitalized for the fiscal years ended March 31, 2023 and 2024.
2. Depreciation of property, plant and equipment is included in “Cost of sales,” “Selling, general and administrative
expenses” and “Profit from discontinued operation” on the consolidated statement of profit or loss.
3. Changes of carrying amount ¥2,706 million and ¥2,300 million by company housing Olympus Corporation
contracted and loaned to employees is recorded “Additions” and “Sales and disposals” of “Buildings and structures”
for the fiscal years ended March 31, 2023 and 2024, respectively. And that has no impact on balance.

- 198 -

Acquisition cost
(Millions of yen)
Buildings
andstructures

Tools,
Machineryfurniture andand vehicles
fixtures

Constructionin progress

Land

Total

Balance at April 1, 2022
Balance at March 31, 2023

257,067
252,867

70,03063,132305,888
293,700

19,622
19,444

12,46913,821

665,076
642,964

Balance at March 31, 2024

287,726

61,943

325,562

19,364

7,329

701,924

Accumulated depreciation and accumulated impairment losses(Millions of yen)
Buildings
andstructures
Balance at April 1, 2022

Tools,
Machineryfurniture andand vehicles
fixtures234,986

Constructionin progress

Land
1,095

–

Total

135,306

46,577417,964

Balance at March 31, 2023

134,578

42,285226,083

1,287–

404,233

Balance at March 31, 2024

151,064

40,515248,5821,735

60

441,956(2) Right-of-use assets
The carrying amount of right-of-use assets included in property, plant and equipment by underlying asset
type was as follows:(Millions of yen)
Buildings andstructures

Machinery andvehiclesTools, furnitureand fixtures

50,341

5,112

1,881

260

57,59443,930

4,325

1,747

160

50,162

46,384

4,660

2,210

132

53,385

Balance at April 1, 2022
Balance at March 31,
2023
Balance at March 31,
2024

Land

Total

Note: Right-of-use assets increased during the fiscal years ended March 31, 2023 and 2024 by ¥15,109 million and ¥14,838
million, respectively.

14. Goodwill and Intangible Assets(1) Changes in goodwill and intangible assets
The changes in carrying amount, acquisition cost, and accumulated amortization and accumulated
impairment losses of goodwill and intangible assets were as follows:- 199 -

Carrying amount(Millions of yen)
Intangible assets
Goodwill

Balance at April 1, 2022

Capitalized
development
costs

Software

Other

Total

164,498

61,96011,34147,060120,361

Additions

–

–

5,584

541

6,125

Additions through internal development–

13,984––

13,984

Additions through business combinations(Note 2, 3)

5,159

3,212

–

801

4,013

Amortization–(9,484)(3,432)(5,051)(17,967)

Impairment losses
Sales and disposals––(1,255)
(7)

(477)
(28)

(379)
(445)

(2,111)(480)(3,011)(11,595)(1,040)(334)(12,969)–(1,174)

179

1,278

283

14,678

1,183

214

3,980

5,377

Transfer to assets held for sale
Reclassification
Exchange differences on translation offoreign operations
Other

–

(4)

14

131

141

181,324

56,82012,35547,582

116,757

Additions

–

–

2,395

231

2,626

Additions through internal development–

15,573––

15,573

Amortization–(8,332)(3,106)(3,839)(15,277)

Impairment losses(24,029)(9,266)(31)(27,129)(36,426)

Sales and disposals
Reclassification
Exchange differences on translation offoreign operations(1,749)
–

(15)
1,436

(37)
422

(463)
(1,767)(515)
91

24,785

3,424

705

4,754

8,883

–

1

(5)

253

249

180,33159,641

12,698

19,622

91,961

Balance at March 31, 2023 (Note 3)

Other
Balance at March 31, 2024

Notes: 1. Amortization of capitalized development costs is recorded as “Cost of sales” and “Profit from discontinued operation” on
the consolidated statement of profit or loss. Amortization cost excluding capitalized development costs is recorded in“Cost of sales,” “Selling, general and administrative expenses” and “Profit from discontinued operation” on the
consolidated statement of profit or loss.
2. Of additions through business combinations, major components included in “Capitalized development costs” are¥3,212 million in research and development assets held by Odin Medical Ltd. Ltd. For details on businesscombinations, please see Note “40. Business Combinations.”
3. Provisional amounts for additions through business combinations and balance at March 31, 2023 have been revisedin the fiscal year ended March 31, 2024 with respect to the acquisition of Odin Medical Ltd. in the fiscal year ended
March 31, 2023 and figures have been retrospectively revised. For details, please see Note “40. Business
Combinations.”

Acquisition cost
(Millions of yen)
Intangible assets
Goodwill

Capitalized
development
costs

Software

Other

Total

Balance at April 1, 2022

164,498

99,28358,389172,542

330,214

Balance at March 31, 2023

181,324

91,05062,793

175,249

329,092

Balance at March 31, 2024

180,331

95,191

69,069179,357

343,617- 200 -

Accumulated amortization and accumulated impairment losses(Millions of yen)
Intangible assets
Goodwill

Capitalized
development
costs

Software

Other

Total

Balance at April 1, 2022
Balance at March 31, 2023––

37,323
34,23047,04850,438125,482
127,667

209,853
212,335

Balance at March 31, 2024–

35,55056,371

159,735

251,656(2) Significant intangible assets
Significant intangible assets recognized at March 31, 2023 are technology-related assets arising from theacquisition of Veran Medical Technologies, Inc. by the Olympus Group on December 29, 2020 andtechnology-related assets arising from the acquisition of Medi-Tate Ltd. by the Olympus Group on May
27, 2021. The carrying amounts were ¥15,345 million and ¥9,321 million, respectively, and the remaining
amortization period was 13 years each, as of March 31, 2023.
Significant intangible assets recognized at March 31, 2024 are technology-related assets arising from theacquisition of Medi-Tate Ltd. by the Olympus Group on May 27, 2021. The carrying amount was ¥9,663
million, and the remaining amortization period was 12 years, as of March 31, 2024.
(3) Research and development expenditures recognized as expenses
Research expenses and development costs that do not meet asset recognition criteria are recognized as
expenses when incurred. Research and development expenditures recognized as expenses in continuing
operations, excluding discontinued operation, in the fiscal years ended March 31, 2023 and 2024 were¥64,287 million and ¥70,795 million, respectively.

15. Commitments
Commitments to acquire property, plant and equipment and intangible assets subsequent to March 31, 2023
and 2024 were as follows:(Millions of yen)
2023
Property, plant and equipment
Intangible assets
Total

2024
10,452289

10,177
2,527

10,741

12,704

16. Impairment of Non-financial Assets(1) Impairment losses
The Olympus Group recognizes impairment losses when the recoverable amount of an asset falls below
its carrying amount. Impairment losses related to non-financial assets are recorded as “Other expenses” inthe consolidated statement of profit or loss.
Business assets are mainly grouped according to business segment, while assets scheduled for disposal
are grouped according to the assets to be disposed or sold, and idle assets are grouped individually.

- 201 -

The breakdown of impairment losses by asset type was as follows:(Millions of yen)
2023

2024

Property, plant and equipment
Buildings and structures

297

Machinery and vehicles

85

370

Tools, furniture and fixtures

–

1,585

Land

–

887

Construction in progress

–

189

–

24,029

1,255

9,266

Software

477

31

Other

379

27,1292,493

64,568Goodwill

1,082

Intangible assets
Capitalized development costs

Total

Major impairment losses recognized in the fiscal year ended March 31, 2023 were as follows.
The Company recognized impairment losses of ¥1,009 million on development assets in the Endoscopic
Solutions Business, which were written down to their recoverable amount since the Company no longer
expects them to generate the expected earnings at the time of acquisition due to such factors as changes in
the market environment. The recoverable amount was the fair value less costs of disposal and, as theassets are difficult to sell, this amount was zero. It was classified as level 3 in the fair value hierarchy.
The main impairment losses recognized in the fiscal year ended March 31, 2024 were as follows.
(Losses associated with the discontinuation of manufacture and sale of products from Veran Medical
Technologies, Inc.)
Following the discontinuation of the manufacture and sale of Veran Medical Technologies, Inc. (“VMT”)
electromagnetic navigation systems, related non-current assets were written down to their recoverable
amount, and an impairment loss of ¥41,704 million was recorded (¥20,227 million for goodwill; ¥16,077
million for technology-related assets; ¥250 million for trademarks; ¥3,601 million for research anddevelopment in progress; and ¥1,157 million for license usage rights). Since the completion of theacquisition, the non-current assets related to the manufacture and sale of VMT’s products included in
Therapeutic solutions segment had been tested for impairment using this business segment as the cashgenerating unit, taking into account synergies with other assets in the Therapeutic Solutions Businesssegment. However, during the fiscal year ended March 31, 2024, it was found that it was difficult toachieve the original goal of early diagnosis and minimally invasive treatment of respiratory diseases incombination with existing respiratory products, which was assumed at the time of acquisition, and it wasalso found that the products did not meet the quality standards required internally. Due to the decision toterminate the development and sale of VMT’s products, the impairment test was performed separately for
non-current assets incurred in connection with the acquisition of VMT, rather than on a business segment
basis. The recoverable amount was the fair value less costs of disposal and, as the assets are difficult tosell, this amount was zero. It was classified as level 3 in the fair value hierarchy.
VMT was acquired by the Olympus Group in December 2020, with the objective of combining VMT’selectromagnetic navigation systems and related devices with Olympus Corporation’s bronchoscope
systems to enable early diagnosis and minimally invasive therapies for bronchial disease, and drive thegrowth of the Respiratory business. However, as a result of an independent investigation it became
apparent that VMT’s technology and products did not conform to the quality standards of the Olympus
Group, and accordingly Olympus Corporation discontinued shipments of said products in February 2023,
since which time it has been engaged in further analysis and considering how to address the situation- 202 -

going forward. After putting the highest priority on the safety of patients during these deliberations, weconcluded that improving the quality for these products to meet Olympus standards would incur
enormous costs, and that a resumption of shipments would be significantly delayed at a time when theclinical needs of our customers are undergoing rapid change. Accordingly, on September 6, 2023 we took
the decision to discontinue the manufacture and sale of these products. Loss amounts associated with thediscontinuation of manufacture and sale of these products are as described in Note “30. Other Income andOther Expenses.”(Impairment losses on development assets and research and development in progress)
Olympus Corporation recognized impairment losses of ¥6,002 million and ¥4,565 million on
development assets and research and development in progress, respectively, in the Endoscopic Solutions
Business, which were written down to their recoverable amount since Olympus Corporation no longer
expects them to generate the expected earnings at the time of acquisition due to such factors as changes in
the market environment. Olympus Corporation recognized impairment losses of ¥2,346 million on
development assets in Therapeutic Solutions Business, which were written down to their recoverable
amount since Olympus Corporation no longer expects them to generate the expected earnings at the timeof acquisition due to such factors as changes in the market environment. The recoverable amount was thefair value less costs of disposal and, as the assets are difficult to sell, this amount was zero. It wasclassified as Level 3 in the fair value hierarchy.
(Loss related to the orthopedic surgery business)
Olympus Corporation recorded impairment losses of ¥8,588 million (¥3,802 million for goodwill; ¥1,407
million for patent rights; ¥918 million for research and development assets; ¥271 million for land; ¥512
million for buildings and structures; ¥1,219 million for tools, furniture and fixtures; ¥180 million formachinery and vehicles; and ¥189 million for right-of-use assets) on the assets in the orthopedic surgery
business that is part of the “Others” segment, which were written down to their recoverable amount since
Olympus Corporation no longer expects them to generate the expected earnings due to such factors aschanges in the market environment. The recoverable amount was the fair value less costs of disposal. It
was classified as level 3 in the fair value hierarchy.
(2) Impairment test for goodwill
The breakdown of the carrying amount of goodwill corresponding to cash generating units was asfollows:(Millions of yen)
2023

2024

Endoscopic solutions segment

28,511

32,421

Therapeutic solutions segment

149,458

147,910

Other
Orthopedic surgery business
Total

3,355

–

181,324

180,331

The Olympus Group tested goodwill for impairment on March 31, 2023 and 2024.
Individually significant goodwill carried on the consolidated statement of financial position is the
goodwill allocated to the Endoscopic solutions segment and Therapeutic solutions segment.
For impairment testing of goodwill, the recoverable amount is measured based on value in use.
Value in use is measured by discounting estimated future cash flows to present value. Estimated future
cash flows is primarily based on a business plan approved by the management and considering a growthrate for the period after the term of the business plan.
- 203 -

Business plans have a maximum term of five years as a general rule. Business plans reflect management’s
assessment of future industry trends as well as historical data, and are prepared based on external andinternal information. The estimated future cash flows are determined based on the business plans.
The growth rate for the period after the term of the business plans is determined based on market research
reports for the industry in which the cash-generating unit (CGU) operates. The growth rate of“Endoscopic Solutions Business” and “Therapeutic Solutions Business” is 1.7% - 4.1% and 1.6% - 5.2%,
respectively, as of March 31, 2023, and 1.7% - 4.7% and 1.5% - 4.8%, respectively, as of March 31,
2024.
The discount rate is based on the pre-tax weighted average cost of capital of the cash-generating unit. The
discount rates for the fiscal years ended March 31, 2023 and 2024, were 10.7% and 11.8%, respectively.
The main assumptions in estimating value in use are the growth rate and the operating profit ratio in
estimating future cash flows in the five-year business plan, the growth rate for the period after thebusiness plan and the discount rate.
Value in use measured using the above rates amply exceeds the carrying amount of the Endoscopic
solutions segment and the carrying amount of the Therapeutic solutions segment, respectively. Olympus
Corporation believes that there is a low probability of significant impairment even if the key assumptions
used in the impairment testing were to change within a range of reasonable foreseeability.

17. Trade and Other Payables
The breakdown of trade and other payables as of March 31, 2023 and 2024 was as follows:(Millions of yen)
2023

2024

Notes and account payable

45,82641,854

Other payable

17,09320,001

62,91961,855Total

18. Bonds and Borrowings
The breakdown of bonds and borrowings as of March 31, 2023 and 2024 was as follows:(Millions of yen)
2023
Short-term borrowings

Average interest
rate
(%)

2024

Maturity

3

–

0.00

–

Current portion of bonds payable

9,989

19,9860.20

December 2024

Current portion of long-termborrowings

39,97850,002

0.08

May 2024

Bonds (excluding current portion)

136,129

125,264

1.44

July 2025 toJuly 2030

Long-term borrowings (excluding
current portion)

153,958

104,364

0.65

April 2025 to
September 2029

340,057

299,616

49,97069,988290,087

229,628

340,057

299,616

Total
Current
Non-current
Total

Note: The average interest rate is the weighted average interest rate on the ending balance of borrowings.
Bonds and borrowings are classified as financial liabilities measured at amortized cost.

- 204 -

The breakdown of bonds as of March 31, 2023 and 2024 was as follows:(Millions of yen)Company

Bond name

Olympus
Corporation
Olympus
Corporation
Olympus
Corporation
Olympus
Corporation

23rd unsecured
bonds
25th unsecured
bonds
26th unsecured
bonds
27th unsecured
bonds
Dollar-denominatedunsecured bondsdue 2026

Olympus
Corporation

Issue date

2023

2024

Interest rate(%)

Maturity date

March 7, 2019

9,989

–

0.27

March 2024

December 5,
2019

19,96819,9860.20

December
2024

July 18, 2020

24,947

24,9700.25

July 2025

July 19, 2020

24,90424,917

0.47

July 2030

December 8,
2021

66,31075,377

2.14

December
2026

146,118

145,250

Total

The breakdown of long-term borrowings, including current portion, as of March 31, 2023 and 2024 was asfollows:(Millions of yen)
Financial institution

2023

2024

Interest
rate(%)

Maturity dateJapanese Bank

13,11913,1790.86

September 2029

Japanese Bank

1,471

1,477

0.73

September 2027

Japanese Bank

10,00010,0001.38

September 2025

Japanese Bank

9,679

9,750

0.53

August 2027

Japanese Bank

10,00010,0001.39

September 2025

Japanese Bank

9,696

9,755

0.55

June 2028

Japanese Bank

39,969–0.10

November 2023

Japanese Bank

49,81049,9100.32

April 2025

Japanese Bank

39,911

39,992

0.25

May 2024

Japanese Bank

10,00010,0000.40

May 2024

Other

281

303

Total

193,936

154,366- 205 -

19. Other Financial Liabilities
The breakdown of other financial liabilities as of March 31, 2023 and 2024 was as follows:(Millions of yen)
2023

2024

Financial liabilities measured at fair value
through profit or loss
Derivative liabilities

1,216

2,483

8,226

7,119

Lease liabilities

57,16260,943Other

18,29919,36684,90389,911

Current

23,23527,673

Non-current

61,66862,23884,90389,911

Contingent consideration
Financial liabilities measured at amortized cost

Total

Total

20. Provisions
The changes in provisions during the fiscal year ended March 31, 2024 were as follows:(Millions of yen)
Provision for
Provision for loss
product warranties
on litigation

Provision forduodenoscopemarket response

Other

Total

Balance at April 1, 2023

2,840

4,908

6,747

7,528

22,023

Increase during the year

11,531

216

757

5,414

17,918Decrease (Provisions used)(2,402)

(6)

(444)

(2,327)(5,179)(1,203)(190)(1,158)(572)(3,123)

314

742

–

985

2,041

Balance at March 31, 2024

11,080

5,670

5,902

11,02833,680Current

10,791

5,568

5,902

9,057

31,318

289

102

–

1,971

2,362

11,080

5,670

5,902

11,02833,680Decrease (Provisions
reversed)
Exchange differences ontranslation of foreign
operations

Non-current
Total

Note: Provision for product warranties included the ¥2,292 million expected to be needed for a voluntary recall of small intestine
endoscope systems and provision of ¥5,238 million for market corrective measures for high-flow insufflation units.

(1) Provision for product warranties
For products sold subject to a quality assurance warranty, Olympus Corporation accrues after service costand recall cost expected to be incurred within the guarantee period. After service cost is calculated using
the prescribed standards, based on after service cost actually incurred in the past, and is expected to be
expended during the guarantee period (mostly within three years). For recall cost, the amount deemednecessary for recalls was reasonably estimated and recorded as a provision.

- 206 -

(2) Provision for loss on litigation
To provide for losses related to lawsuits or other litigation, in light of progress of the lawsuits, theexpected amount of these losses is accounted for based on a reasonable estimate of the amount deemednecessary. These loss provisions are expected to be expended mostly within one year.
(3) Provision for duodenoscope market response
Olympus Corporation has decided to voluntarily replace the old type of duodenoscopes with a fixed tip
cap with the new type with a removable tip cap, which is easier to clean and disinfect, against thebackground of obtaining regulatory approval for the new type of duodenoscopes with a removable tip cap
in the United States. The amount deemed necessary to carry out this market response was reasonably
estimated and recorded as a provision.

21. Other Current Liabilities and Other Non-current Liabilities
The breakdown of other current liabilities and other non-current liabilities as of March 31, 2023 and 2024 was
as follows:(Millions of yen)
2023

2024

Accrued expenses

106,458

130,095

Contract liabilities

55,53365,616

Other

20,04025,024

182,031

220,735

163,837
18,194202,203
18,532

182,031

220,735

Total
Current
Non-current
Total

22. Government Grants
Government grants included in other current liabilities and other non-current liabilities as of March 31, 2023
and 2024 were as follows:(Millions of yen)
2023
Other current liabilities
Other non-current liabilities

2024
285
1,753

279
1,473

Government grants were conditioned on acquiring equipment in a specific medical field in Japan and they areamortized over the useful life of their related assets on a straight-line basis.
There are no unfulfilled conditions or contingencies related to these grants.

23. Employee Benefits
Olympus Corporation and some of its consolidated subsidiaries have established defined benefit corporate
pension plans, defined contribution pension plans and lump sum payment plans to fund employees’ retirement
benefits.
The defined benefit corporate pension plans are cash balance plans that use a point system. In these plans,points are awarded to the plan participants based on their job performance and interest points calculated using- 207 -

an interest crediting rate based on trends in market interest rates accumulate in the participants’ hypotheticalindividual accounts.
The Olympus Group, its pension funds and institutions that manage its plan assets are legally required tofaithfully administer and manage plan assets in the aim of providing reliable pension benefits to plan
participants into the indefinite future. They fulfill their management responsibilities in accord with basic
policies prepared by the funds.
The Olympus Group’s retirement benefit plans are exposed to multiple risks, including investment risks
associated with plan assets and interest rate risk associated with defined benefit obligations.
(1) Defined benefit plans(i)

Reconciliation of defined benefit obligations
The changes in defined benefit obligations were as follows:(Millions of yen)
2023

2024

Balance at April 1

175,633

152,636

Current service cost

6,410

5,690

Past service cost

(80)

(9)

Interest cost

3,235

4,260

(366)

104

(20,351)(5,527)

2,954

2,539

Contributions by employees
Benefits paid

151
(7,283)203(8,682)

Transfer to liabilities associated with assets held for sale

(12,751)

–

5,101

8,723

Remeasurements of defined benefit plans
Actuarial gains and losses arising from changes indemographic assumptions
Actuarial gains and losses arising from changes infinancial assumptions
Other

Exchange differences on translation of foreign
operations
Other
Balance at March 31

(17)

(47)

152,636

159,890(ii) Reconciliation of fair value of plan assets
The change in the fair value of plan assets during the fiscal years ended March 31, 2023 and March
31, 2024 is presented below.
The Olympus Group conducts a financial verification based on Olympus Corporation’s corporate
pension rules at the end of every fiscal year to ascertain the extent of any funding deficit anddetermine whether contributions need to be recalculated.
In the fiscal year ending March 31, 2025, the Olympus Group plans to contribute ¥3,505 million to
the plan.

- 208 -

(Millions of yen)
2023

2024

Balance at April 1

161,607

159,248

Interest income
Remeasurements

2,669

4,539

Return on plan assets(8,546)

3,424

Contributions by employer

19,572Contributions by employees

160

7,079
204

Benefits paid

(6,449)(7,622)

Transfer to liabilities associated with assets held for saleExchange differences on translation of foreign
operations
Other(12,924)

–
9,309

(142)

(62)

Balance at March 31

159,248

176,119

3,301(iii) Reconciliation of defined benefit obligations and plan assets
The reconciliation between the defined benefit obligations and plan assets and the retirement benefit
liability and asset recognized in the consolidated statement of financial position was as follows:(Millions of yen)
2023
Present value of the funded defined benefit
obligations
Fair value of plan assets

2024
136,957

143,972(159,248)(176,119)

SubtotalPresent value of the unfunded defined benefit
obligations(22,291)(32,147)
15,918Net defined benefit liabilities (assets)(6,612)(16,229)

Amounts recognized in the consolidated statement of financial position
Retirement benefit liability
Retirement benefit asset

20,416(27,028)

20,586(36,815)

Net defined benefit liabilities (assets)(6,612)(16,229)

15,679- 209 -

(iv) Components of plan assets
The breakdown of plan assets by category was as follows:(Millions of yen)
2023

2024

Assets with quoted market prices in an active
marketJapanese equity securities

1,368

1,515

Overseas debt securities
Cash and cash equivalents

556
11,170613
12,821

Total

13,094

14,949Assets without quoted market prices in an active
marketOverseas equity securities
Overseas debt securities
General account for life insurance companies

13,18828,15046,626

6,832
45,73945,69849,070

Jointly managed money trust

45,943

Other (Note)

12,247

13,831

Total

146,154

161,170

Total of plan assets

159,248

176,119

Note: Insurance contracts concluded through annuity buy-in transactions included in “Other” amounted to ¥9,707 million and¥10,927 million as of the end of the fiscal years ended March 31, 2023 and 2024, respectively.

To reliably pay defined benefit obligations into the indefinite future, plan assets in the Olympus
Group’s corporate pension funds are managed safely and efficiently in the aim of generating
medium- to long-term investment returns in excess of the minimum rate of return required tomaintain the plans. To do so, the pension funds carefully ascertain their risk tolerance, determine an
optimal asset allocation within those risk constraints and invest in a diversified portfolio of assets.
(v) Matters related to actuarial assumptions
The main significant actuarial assumptions used to measure present value of defined benefit
obligations were as follows:
2023

2024

Discount rate

2.60%

3.12%

(vi) Sensitivity analysis
In the event of a 0.5% change in the discount rate used in the actuarial calculation, the present valueof the defined benefit obligations would be affected as shown below. This analysis assumes that allother variables remain constant. In actuality, however, the sensitivity analysis may be affected bychanges in other assumptions.
(Millions of yen)
2023

2024

Discount rate
0.5% increase (decrease in obligations)(8,717)(7,758)

0.5% decrease (increase in obligations)

10,12011,948- 210 -

(vii) Weighted average duration
The weighted average durations of the defined benefit obligations were 13.2 years and 13.0 years asof March 31, 2023 and 2024, respectively.
(2) Defined contribution plans
The amounts recognized as expenses related to the defined contribution plan were ¥18,783 million and¥20,966 million for the fiscal years ended March 31, 2023 and 2024, respectively, and included expenses
recognized in relation to the public pension system.

24. Share Capital and Other Components of Equity(1) Number of authorized shares, issued shares and treasury shares
The changes in the number of authorized shares, issued shares and treasury shares were as follows:
Number of shares
2023

2024

Authorized shares

4,000,000,000

4,000,000,000

Issued shares (Note 1)
As of April 1

1,299,294,333

1,266,178,700

Increase or decrease (Note 2) (Note 3)(33,115,633)(51,032,000)

As of March 31

1,266,178,700

1,215,146,700

As of April 1

26,261,612

12,641,218

Increase or decrease (Note 5) (Note 6)(13,620,394)

36,873,689

As of March 31

12,641,218

49,514,907

Treasury shares (Note 4)

Notes: 1. All of the shares of Olympus Corporation are ordinary shares that have no par value and no limitations on the rights.
Issued shares are fully paid.
2. The decrease in the fiscal year ended March 31, 2023, was due to the cancellation of 13,402,333 shares of treasury
shares and 19,713,300 shares of treasury shares conducted effectively on June 8, 2022 and March 28, 2023,
respectively.
3. The decrease in the fiscal year ended March 31, 2024, was due to the cancellation of 51,032,000 shares of treasury
shares conducted effectively on February 29, 2024.
4. Olympus Corporation has adopted stock option plans and utilizes treasury shares for delivery of shares due toexercise. Contract conditions and amounts are described in Note “27. Stock-based Compensation.”
5. The main changes in the fiscal year ended March 31, 2023, were a decrease of 13,402,333 shares due to thecancellation of treasury shares conducted effectively on June 8, 2022, an increase of 19,713,300 shares due to theshare repurchase conducted between November 14, 2022, and January 18, 2023 on a delivery date basis and adecrease of 19,713,300 shares due to the cancellation of treasury shares conducted effectively on March 28, 2023.
6. The main changes in the fiscal year ended March 31, 2024, were an increase of 51,032,000 shares due to the share
repurchase conducted between May 15, 2023, and November 8, 2023 on a delivery date basis, an increase of
37,446,500 shares due to the share repurchase conducted between November 10, 2023, and March 26, 2024 on adelivery date basis and a decrease of 51,032,000 shares due to the cancellation of treasury shares conductedeffectively on February 29, 2024.

(2) Capital surplus
Japan’s Companies Act provides that at least one-half of capital paid in or contributed in exchange for
newly issued shares is to be classified as share capital and any amount not classified as share capital is to
be classified as legal capital surplus included in capital surplus.
- 211 -

Additionally, legal capital surplus may be reclassified as share capital pursuant to a shareholder resolution
at a General Meeting of Shareholders.
(3) Retained earnings
Japan’s Companies Act provides that one-tenth of the amount of reductions in surplus due to dividend
distributions funded by the surplus is to be accumulated as legal capital surplus or legal retained earnings
until the total of legal capital surplus and legal retained earnings equals one-quarter of share capital.
Accumulated legal retained earnings may be appropriated to reduce a capital deficit. They may also be
utilized pursuant to a shareholder resolution at a General Meeting of Shareholders.
The amount of Olympus Corporation’s retained earnings distributable as dividends is measured based on
the amount of retained earnings carried on Olympus Corporation’s accounting books prepared inaccordance with accounting principles generally accepted in Japan.
Additionally, the Companies Act imposes certain restrictions on how the amount of retained earnings
distributable as dividends is measured. Olympus Corporation distributes retained earnings within theconstraints stipulated by those restrictions.
(4) Other components of equity
The changes in other components of equity were as follows:(Millions of yen)

Balance at March 31,
2022
Other comprehensive
incomeReclassification toretained earnings
Transfer to othercomponents of equity
related to disposalgroup held for sale
Balance at March 31,
2023
Other comprehensive
incomeReclassification toretained earnings
Transfer to othercomponents of equity
related to disposalgroup held for sale
Balance at March 31,
2024

(i)

Exchangedifferences ontranslation offoreign
operations

Cash flow hedges

Financial assets
measured at fairvalue through othercomprehensive
income36,582(2,501)

737–

34,81847,093(1,280)

(84)

7,320

53,049

–

–

(233)

(7,320)(7,553)(3,019)

–

(15)

–

(3,034)80,656(3,781)

405–

77,28069,011

(177)

(20)

4,682

73,496––(1)(4,682)(4,683)

3,019

–

15

–

3,034

152,686(3,958)399–

149,127

Remeasurements ofdefined benefit plans

Total

Exchange differences on translation of foreign operations
Exchange differences that arise when foreign operations’ financial statements prepared in a foreign
currency are consolidated.

- 212 -

(ii) Cash flow hedges
Olympus Corporation hedges to avert the risk of changes in future cash flows. Changes in the fairvalue of derivatives designated as cash flow hedges are recognized in other comprehensive income
to the extent the hedges are deemed effective.
(iii) Financial assets measured at fair value through other comprehensive income
Valuation gains/losses on financial assets measured at fair value through other comprehensive
income.
(iv) Remeasurements of defined benefit plans
Changes in defined benefit obligations due to actuarial gains/losses and the effects of changes in
actuarial assumptions; they are recognized in other comprehensive income when they occur and
immediately transferred from other components of equity to retained earnings.

25. Capital Policy
To enhance its corporate value, the Olympus Group has adopted a basic policy, premised on maintaining astable financial foundation, of continually returning value to shareholders while placing priority on investingin growth businesses.
The Olympus Group manages all of its equity and interest-bearing debt as components of its capital cost.
Cognizant of financial stability and capital efficiency, the Olympus Group aims to improve its credit ratings
issued by rating agencies to more readily procure funding globally. The Olympus Group is not subject to any
significant capital restrictions (except for general provisions stipulated in Japan’s Companies Act).
The Olympus Group has designated adjusted earnings per share (adjusted EPS) as an equity-related key
performance indicator. In the company strategy announced on May 12, 2023, the Olympus Group has defineda target of achieving an adjusted EPS CAGR of more than 8% from the fiscal year ended March 31, 2024
through the fiscal year ending March 31, 2026 starting from the fiscal year ended March 31, 2023.
(Yen)
2023
Adjusted EPS (Note 1)

2024
96.09

83.91

Note: This is EPS after adjusting special factors, and the amount differs from the amount shown in Note “32. Earnings per share.”
In calculating adjusted EPS, other income and other expenses, etc., are excluded from profit, which is the basis for the
calculation.

26. Dividends
Dividends paid during the fiscal year ended March 31, 2023 were as follows:

Resolution

Class of shares

Total dividends(Millions of yen)

Dividend per share(Yen)

May 11, 2022
Board of Directors

Common stock

17,82214- 213 -

Record date

Effective date

March 31, 2022

June 3, 2022

Dividends paid during the fiscal year ended March 31, 2024 were as follows:
Resolution

Class of shares

Total dividends(Millions of yen)

Dividend per share(Yen)

May 12, 2023
Board of Directors

Common stock

20,057

16

Record date

Effective date

March 31, 2023

June 6, 2023

Dividends for which the record date falls in the current fiscal year and the effective date is in the following
fiscal year are as follows:
Resolution

Class of shares

Total dividends(Millions of yen)

Dividend per share(Yen)

May 10, 2024
Board of Directors

Common stock

20,98118

Record date

Effective date

March 31, 2024

June 5, 2024

27. Stock-based Compensation
The Olympus Group has adopted equity-settled stock option plans for directors, executive officers, corporate
officers, and senior management of Olympus Corporation and its subsidiaries (hereinafter the “Employees of
the Olympus Group”) with the aim of enhancing awareness toward contributing to sustainable improvementof corporate value as well as further enhancing value sharing with shareholders of Olympus Corporation.
(1) Stock Options(i)

Overview of stock option plans
Under the stock option plans, grantees are granted 400 shares of common stock of Olympus
Corporation per subscription right to shares.
The grants are not subject to vesting conditions, but holders of subscription rights to shares may
exercise their subscription rights to shares only during a 10-year period beginning one year from the
day after the date on which they vacate their position as a director, executive officer or corporate
officers of Olympus Corporation (or the date on which they vacate their position as an Audit &Supervisory Board Member if they were appointed to the Audit & Supervisory Board Members after
vacating their position as a director or corporate officer). If not exercised within the exercise period,
the options become null and void. Olympus Corporation introduced a restricted stock compensation
system and performance-based stock compensation system from the fiscal year ended March 31,
2018, and new application of the stock option plan was suspended No stock options have been
granted since such time. The exercise period for stock options already granted ends on July 13,2046.

(ii) Outline of stock options
Grant date
First series of stock
subscription rights
The second
subscription rights toshares
The third subscription
rights to shares
The fourth subscription
rights to shares

Number of shares
granted(shares)

Exercise price(Yen)

Exercise period

August 26, 2013

160,400

1

From August 27, 2013
to August 26, 2043

July 11, 2014

164,000

1

From July 12, 2014 to
July 11, 2044

July 13, 2015

154,800

1

July 13, 2016

158,000

1

Note: The number of stock options is presented as the number of underlying shares.

- 214 -

From July 14, 2015 toJuly 13, 2045
From July 14, 2016 toJuly 13, 2046

(iii) Movement in number of stock options and weighted average exercise price2023

Outstanding at beginning of year
Granted2024

Number of equity
securities(shares)

Weighted average
exercise price(Yen)

Number of equity
securities(shares)

Weighted average
exercise price(Yen)

429,600

1

302,800

1

–

–

–

–

(126,800)1(20,400)

1

–

–

–

–

Outstanding at end of year

302,800

1

282,400

1

Exercisable at end of year

148,400

1

161,600

1

Exercised
ExpiredNotes: 1. The number of stock options is presented as the number of underlying shares.
2. The weighted average share prices of stock options at the time of exercise were ¥2,474 and ¥2,425 for the fiscal
years ended March 31, 2023 and 2024, respectively.
3. The weighted average remaining lives of unexercised stock options year were 22.0 years and 21.0 years as of March
31, 2023 and 2024, respectively.

(2) Performance-based stock compensation (PSU: Performance Share Unit) system(i)

Overview of Performance Share Unit (PSU) system (hereinafter the “PSU system”)
The PSU system is for executive officers and corporate officers of Olympus Corporation, and the
Employees of the Olympus Group (hereinafter the “Eligible Persons”).
Under the PSU system, at the beginning of the performance evaluation period, the standard numberof common stock units to be delivered after the end of the performance evaluation period isdetermined based on the amount of basic salary. The number of share units to be allotted is thenumber of the standard number of common stock units multiplied by the payment rate determinedaccording to the degree of attainment at the end of the performance period. The Eligible Persons
wholly transfer their rights to monetary compensation receivable equivalent to the number of suchallotted share units as in kind property contributions and receive newly issued shares of Olympus
Corporation’s common stock. The performance evaluation period is three fiscal years, and theCompensation Committee determines the payment rate within the predetermined range according to
the degree of attainment, at the end of the performance evaluation period, of predetermined
performance evaluation indicators and targets set by the Compensation Committee. The
performance evaluation indicators and targets at the start of the performance evaluation period andthe payment rate at the end of the performance evaluation period for corporate officers and the
Employees of the Olympus Group are determined by the Representative Executive Officer.

(ii) Number of shares granted during the year and fair value at grant date
The weighted average fair value at the grant date under this plan for the fiscal years ended March
31, 2023 and 2024 were ¥2,307 and ¥2,257, respectively. The number of shares delivered
correspond to the directors’ standard variable compensation calculated based on their position andadjusted within the predetermined range based on the degree of attainment, as of the end of the threefiscal years, of predetermined performance evaluation targets set by the Compensation Committee
or Representative Executive Officer as described above in (2) (i).
(3) Restricted Stock Unit system(i)

Overview of Restricted Stock Unit system (hereinafter the “RSU system”)
The RSU system is for directors, executive officers and corporate officers of Olympus Corporation,and the Employees of the Olympus Group (hereinafter the “Eligible Persons”).
- 215 -

Under the RSU system, on the condition that the eligible persons remain employed by Olympus
Corporation during the vesting period, the eligible persons are granted the right to acquire thepredetermined number of shares of Olympus Corporation’s common stock at a predetermined time
based on the amount of basic salary, etc. at the beginning of the transfer restriction period. The
Eligible Persons wholly transfer all their rights to monetary compensation receivable according tothat number of granted units after the end of the vesting period as in kind property contributions andreceive newly issued shares of Olympus Corporation’s common stock.
RSUs are paid as newly issued shares of the Company’s common stock for Directors who live inJapan at the time of retirement in principle, and for Directors who do not live in Japan after the
standard vesting period in their region. The vesting period of RSUs for executive officers, corporate
officers and the Employees of the Olympus Group was three fiscal years until the fiscal year ended
March 31, 2022, and the number of shares equivalent to all the granted units was delivered after thevesting period. From the fiscal year ended March 31, 2023, shares are delivered by one-third of thenumber of granted units each fiscal year.
(ii) Number of shares granted during the year and fair value at grant date
The weighted average fair value at the grant date under this plan for the fiscal years ended March
31, 2023 and 2024 were ¥2,236 and ¥2,269, respectively. As for the number of shares, Olympus
Corporation’s common stock determined by Olympus Corporation in advance are delivered after theend of the vesting period as stated in (3) (i) above.
(4) Stock compensation expenses(Millions of yen)
2023
Selling, general and administrative expenses

2024
1,690

2,579

28. Revenue(1) Disaggregation of Revenue
The organization of the Olympus Group has basically consisted of the Endoscopic Solutions Business,
Therapeutic Solutions Business, Scientific Solutions Business, and Others, but, from the second quarter
ended September 30, 2022, the organization has been changed to basically consist of the Endoscopic
Solutions Business, Therapeutic Solutions Business, and Others. The change is due to Olympus
Corporation classifying the Scientific Solutions Business as a discontinued operation with the conclusionof a share transfer agreement related to the transfer of Scientific Solutions Business of the Olympus
Group with K.K. BCJ-66, a special purpose company indirectly owned by funds advised by Bain Capital.
Revenue recorded in Endoscopic Solutions Business, Therapeutic Solutions Business and Others is statedas revenue, as these segments are the units for which separate financial information is available andaccording to which reporting is periodically conducted to decide how to allocate management resources
and assess business performance. Revenue is geographically disaggregated by customer location.
Relationship between the disaggregated revenue and revenue of each reportable segment is as follows:- 216 -

For the fiscal year ended March 31, 2023
(Millions of yen)
Endoscopic Solutions Therapeutic Solutions

Others

Total

Japan

70,472

46,1705,874

122,516

North America

198,134

123,874

159

322,167

Europe134,30782,411

5,446

222,164

China

82,90634,147

41

117,094

Asia and Oceania

51,891

25,543373

77,807

Others

14,1136,062

020,175551,823

318,207

11,893881,923

483,667

307,679

11,893803,239

68,156

10,528–78,684

Total
Revenue from contracts withcustomers
Revenue from other sources

Note: Revenue from other sources includes revenue from lease contracts as defined under IFRS 16.

For the fiscal year ended March 31, 2024
(Millions of yen)
Endoscopic Solutions Therapeutic Solutions

Others

Total

Japan

71,89244,495

5,128

121,515

North America

216,565

134,666106

351,337

Europe145,931

90,714

6,180

242,825

China

74,95030,748643

106,341

Asia and Oceania

58,97928,897

205

88,081Others

18,3007,811

026,111

586,617337,331

12,262936,210

508,888326,167

12,262

847,31777,729

11,164–88,893

Total
Revenue from contracts withcustomers
Revenue from other sources

Note: Revenue from other sources includes revenue from lease contracts as defined under IFRS 16.

(i)

Endoscopic Solutions Business
The Endoscopic Solutions Business sells medical devices, including gastrointestinal endoscopes andsurgical endoscopes, as well as provides medical services such as lease and repair for these products,
to customers who are primarily medical institutions in Japan and overseas.
Regarding the sale of products by the Endoscopic Solutions Business, when control over products istransferred to a customer—at the time Olympus Corporation delivers the products to the customer—
the legal title to the products and physical possession of the products, and significant risks andrewards of ownership of the products are transferred to the customer; then Olympus Corporation
obtains the right to receive payments from the customer. At that point, Olympus Corporation
recognizes the revenue. The revenue from the sale of products is measured in transaction prices
related to the contract with the customer. Olympus Corporation receives a consideration for atransaction primarily within a year after satisfaction of performance obligations, and theconsideration does not include a significant financial component. In respect of transactions thatconsist of multiple components, such as products and maintenance service, Olympus Corporation
treats each component as a separate performance obligation when products to sell and services torender have an independent value on their own, and the total transaction amount is proportionallyallocated based on the individual sales prices of the components.
In regard to maintenance contracts concerning medical devices, because performance obligations are
satisfied over the passage of time, the transaction amount related to the contract with a customer is- 217 -

recognized as revenue spread evenly over the contract period. Generally, Olympus Corporation
receives a consideration for a transaction in a lump sum as advance payment at the time the contract
is concluded.
Lease transactions for medical devices as the lessor are recorded in accordance with Note “3.
Material Accounting Policies, (10) Leases.” Olympus Corporation receives lease fees concerning
leasing contracts based on payment conditions specified in individual contracts.
(ii) Therapeutic Solutions Business
The Therapeutic Solution Business sells medical devices, including GI-Endotherapy, urology
products, respiratory products, energy devices, ENT products, and gynecology products, tocustomers who are primarily medical institutions in Japan and overseas.
Regarding the sale of products by the Therapeutic Solutions Business, when control over products istransferred to a customer—at the time Olympus Corporation delivers the products to the customer—
the legal title to the products and physical possession of the products, and significant risks andrewards of ownership of the products are transferred to the customer; then Olympus Corporation
obtains the right to receive payments from the customer. At that point, Olympus Corporation
recognizes the revenue. The revenue from the sale of products is measured in transaction prices
related to the contract with the customer. Olympus Corporation receives a consideration for atransaction primarily within a year after satisfaction of performance obligations, and theconsideration does not include a significant financial component.
(iii) Other Businesses
Other businesses include R&D and exploratory activities for new businesses, in addition to sales ofbiomedical materials and orthopedic equipment.
(2) Contract balances
The balances of receivables from contracts with customers, and contract assets and contract liabilities
were as follows:
For the fiscal year ended March 31, 2023
(Millions of yen)
April 1, 2022
Receivables from contracts with customers

March 31, 2023
145,912137,177

Contract assets

728

1,239

Contract liabilities

53,65055,533For the fiscal year ended March 31, 2024
(Millions of yen)
April 1, 2023
Receivables from contracts with customers

March 31, 2024
137,177

146,956

Contract assets

1,239

220

Contract liabilities

55,53365,616In the consolidated statement of financial position, receivables from contracts with customers andcontract assets are included in trade and other receivables and contract liabilities are included in othercurrent liabilities and other non-current liabilities.
Contract assets are related to consideration for performance that has been completed but not been charged
on the reporting date. Contract assets are reclassified to receivables when the right to payment becomes- 218 -

unconditional. Contract liabilities are advances from customers who first made some or all of the payment
even though service had not yet been provided to the customer, primarily for maintenance contracts.
The amounts of revenues from continuing operations recognized during the fiscal years ended March 31,
2023 and 2024 which were included in contract liabilities at the beginning of the period were ¥50,919
million and ¥55,521 million, respectively. In addition, for the fiscal years ended March 31, 2023 and2024, the amounts of revenue recognized from performance obligation satisfied (or partly satisfied) in theprevious period are immaterial.
(3) Transaction price allocated to the remaining performance obligations
The amounts of revenue by timing of satisfaction of remaining performance obligations are as follows:
Olympus Corporation has applied the practical expedient and does not disclose transactions of which the
expected contract period is within one year or less.
(Millions of yen)
2023

2024

Within 1 year
Over 1 year

18,06812,07422,936
11,838

Total

30,142

34,77329. Selling, General and Administrative Expenses
Major items of selling, general and administrative expenses for the fiscal years ended March 31, 2023 and2024 were as follows:(Millions of yen)2023
Personnel expenses (Note)
Depreciation
Advertising and promotion expenses

2024
231,862
34,151
15,448

264,627
35,293
16,193

Note: Personnel expenses mainly include wages, bonuses, legal welfare expenses, expenses related to post-employment benefits,
and personnel expenses incurred by the development division.

30. Other Income and Other Expenses(1) Other income
Major items of other income are as follows.
Fiscal year ended March 31, 2023 (April 1, 2022 – March 31, 2023)(Gain on sale of fixed assets)
Olympus Corporation recorded gain on sale of land in Hatagaya of ¥16,395 million in “Other income.”(Change in fair value of contingent consideration, which is a portion of acquisition consideration)
Olympus Corporation recognized ¥1,381 million in “Other income” due to adjustments to the originalacquisition consideration at the time of acquisition resulting from changes in the fair value of thecontingent consideration, which makes up part of the acquisition consideration of Medi-Tate Ltd. For
details on the change in fair value, please see Note “40. Business Combinations.”- 219 -

Fiscal year ended March 31, 2024 (April 1, 2023 – March 31, 2024)(Transfer of collagen business and dental product sales businesses)
Olympus Corporation recorded a gain of ¥1,127 million associated with the loss of control of the collagenbusiness and dental product sales businesses in “Other income.” Details are described in Note “34. Cash
Flow Information.”(2) Other expenses
Major items of other expenses are as follows.
Fiscal year ended March 31, 2023 (April 1, 2022 – March 31, 2023)(Business restructuring expenses)
Olympus Corporation recorded ¥2,361 million for the cost related to promotion of the business
transformation plan “Transform Olympus” in “Other expenses.”(Quality-related expenses)
In order to comply with quality laws and regulation for medical device of global regulatory authorities,
we must strengthen our quality management systems. An expense of ¥1,937 million was incurred in“Other expenses” to ensure we strengthen our global quality management system and to improve targetedareas including complaint handling and response, medical device reporting (MDR), and process design
validation.
Fiscal year ended March 31, 2024 (April 1, 2023 – March 31, 2024)(Quality-related expenses)
In order to comply with quality laws and regulation for medical device of global regulatory authorities,
we must strengthen our quality management systems. An expense of ¥23,041 million was incurred in“Other expenses” to ensure we strengthen our global quality management system and to improve targetedareas including complaint handling and response, medical device reporting (MDR), and process design
validation.
(Losses associated with the discontinuation of manufacture and sale of products from Veran Medical
Technologies, Inc.)
A loss of ¥51,886 million (¥2,337 million for loss on valuation of inventories; ¥41,704 million for
impairment loss on non-current assets (Note); ¥7,846 million for expenses related to the voluntary recallof products) associated with the discontinuation of manufacture and sale of products from Veran Medical
Technologies, Inc.’s electromagnetic navigation systems was recorded in “Other expenses.”
Note:

Details of impairment losses on non-current assets are as described in Note “16. Impairment ofNon-financial Assets.”(Impairment losses on development assets and research and development in progress)
Olympus Corporation recognized impairment losses of ¥6,002 million and ¥4,565 million on
development assets and research and development in progress, respectively, in the Endoscopic Solutions
Business, which were written down to their recoverable amount since Olympus Corporation no longer
expects them to generate the expected earnings at the time of acquisition due to such factors as changes in
the market environment, and recorded the losses in “Other expenses.” Olympus Corporation recognizedimpairment losses of ¥2,346 million on development assets in Therapeutic Solutions Business, whichwere written down to their recoverable amount since Olympus Corporation no longer expects them togenerate the expected earnings at the time of acquisition due to such factors as changes in the market
environment, and recorded the losses in “Other expenses.”- 220 -

Details are as described in Note “16. Impairment of Non-financial Assets.”(Implementation of career support system for external opportunity)
Olympus Corporation recorded ¥5,851 million in “Other expenses” as expenses incurred in the provisionof special additional payment and re-employment support services under the career support system forexternal opportunity implemented by Olympus Corporation and its group companies.
(Conclusion and cancellation of share purchase agreement)
Effective March 7, 2024, Olympus Corporation reached an agreement with the former shareholders ofSouth Korean medical device manufacturer Taewoong Medical Co., Ltd. to rescind the definitive
agreement to acquire shares concluded on February 24, 2023. Olympus Corporation recorded ¥1,966
million in “Other expenses” as expenses related to the conclusion and cancellation of the share purchaseagreement.
(Loss related to orthopedic surgery business)
The loss of ¥8,588 million related to the orthopedic surgery business is recorded in other expenses(¥3,802 million for impairment loss on goodwill; ¥2,356 million for impairment loss on intangible assets
excluding goodwill; and ¥2,430 million for impairment loss on property, plant and equipment (Note)).
Note:

Details of impairment losses on non-current assets are as described in Note “16. Impairment ofNon-financial Assets.”

31. Finance Income and Finance Costs
The breakdown of finance income and finance costs for the fiscal years ended March 31, 2023 and 2024 was
as follows:(Millions of yen)
2023
Finance income
Interest income
Financial assets measured at amortized cost
Dividends income
Financial assets measured through othercomprehensive income
Other
Total
Finance costs
Interest expenses
Financial liabilities measured at amortized cost
Interest on bonds
Financial liabilities measured at amortized cost
Foreign exchange loss (Note 1)
Other
Total

2024

3,702

2,365

38

11

120

186

3,860

2,562

4,974

4,575

891
2,141
169

834
4,487
410

8,175

10,306

Notes: 1. Valuation gains or losses on currency derivatives that are not designated as hedges are included in foreign exchange gainor loss.
2. Fee income and expenses arising financial assets measured at amortized cost are immaterial.

- 221 -

32. Earnings per Share(1) Basic earnings per share and diluted earnings per share
2023
Basic earnings per share (yen)Continuing operations
Discontinued operation
Basic earnings per share
Diluted earnings per share (yen)Continuing operations
Discontinued operation
Diluted earnings per share2024

108.784.44
113.2221.93
177.98199.91108.654.43
113.0821.88
177.56
199.44(2) The basis for calculating basic earnings per share and diluted earnings per share
2023

2024

Profit used to calculate basic earnings per share and diluted earnings per share
Profit attributable to owners of parent (Millions of yen)

143,432

242,566

Profit not attributable to owners of parent (Millions of
yen)

–

–

Profit used to calculate basic earnings per share (Millionsof yen)143,432

242,566

Continuing operations
Discontinued operation
Adjustment to profit (Millions of yen)

137,809
5,623–

26,610215,956–

143,432

242,566

137,809
5,623

26,610215,956

Profit used to calculate diluted earnings per share(Millions of yen)
Continuing operations
Discontinued operation

The weighted average number of shares of common stock used to calculate basic earnings per share and diluted earnings per share
The weighted average number of shares of common stock(thousand shares)
Increase in number of shares of common stock
Subscription rights to shares relating to stock options(thousand shares)

1,266,848

1,213,402

373

291

Common stock relating to PSU (thousand shares)

744

1,927

Common stock relating to RSU (thousand shares)

406

621

The weighted average number of shares of diluted
common stock during the period (thousand shares)

1,268,371

1,216,241- 222 -

33. Other Comprehensive Income
The breakdown of each component of other comprehensive income (including non-controlling interests) for
the fiscal years ended March 31, 2023 and 2024 was as follows:(Millions of yen)
2023

2024

Items that will not be reclassified to profit or loss
Financial assets measured at fair value through other comprehensive income
Amount arising during the year

(103)

(60)

19

40

(84)

(20)

9,217

6,308

(1,897)(1,626)

Remeasurements of defined benefit plans

7,320

4,682

Total of items that will not be reclassified to profit or loss

7,236

4,662

Amount arising during the year

47,09369,011

Reclassification adjustments
Before tax effectTax effect–
47,093––69,011–47,09369,011

3,683

8,669

Tax effectFinancial assets measured at fair value through othercomprehensive income
Remeasurements of defined benefit plans
Amount arising during the year
Tax effectItems that may be reclassified to profit or loss
Exchange differences on translation of foreign operations

Exchange differences on translation of foreign
operations
Cash flow hedges
Amount arising during the year
Reclassification adjustments(5,527)(8,924)

Before tax effectTax effect(1,844)
564

(255)
78

Cash flow hedges(1,280)(177)

Total of items that may be reclassified to profit or loss

45,813

68,834

Total other comprehensive income

53,04973,496

34. Cash Flow Information(1) Non-cash transactions
The major non-cash transactions are follows:(Millions of yen)
2023
Right-of-use assets acquired through lease transactions

2024
15,109- 223 -

14,838

(2) Liabilities arising from financing activities
The changes in liabilities arising from financing activities were as follows:
Fiscal year ended March 31, 2023
(Millions of yen)

Balance atApril 1

Movement
due to cash
inflows/
outflows
fromfinancing
activities

67

Bonds (Note)

Non-cash items
Increase due
to new lease

Exchangedifferences ontranslation offoreign
operations

(67)

–

2

1

3

180,322(40,000)

–

–

5,796

146,118

Long-term borrowings (Note)

205,738(13,547)

–

1,326

419

193,936

Lease liabilities (Note)

65,015(20,914)

15,1093,690(5,738)57,162

Short-term borrowings

Balance at
March 31

Other

Note: Balances redeemable within one year are included.

Fiscal year ended March 31, 2024
(Millions of yen)

Balance atApril 1

Movement
due to cash
inflows/
outflows
fromfinancing
activities

3

Bonds (Note)

Non-cash items
Increase due
to new lease

Exchangedifferences ontranslation offoreign
operations

(3)

–

–

–

–

146,118(10,000)

–

–

9,132

145,250

Long-term borrowings (Note)

193,936(40,000)

–

33

397

154,366

Lease liabilities (Note)

57,162(19,518)

14,838

5,801

2,660

60,943

Short-term borrowings

Balance at
March 31

Other

Note: Balances redeemable within one year are included.

(3) Payments for acquisition of business
There is no income or expenses from significant business acquisitions during the fiscal years ended
March 31, 2023 and 2024.
(4) Payments for acquisition of subsidiaries
A reconciliation of the consideration paid for the acquisition of subsidiaries and payments for acquisition
was as follows:- 224 -

(Millions of yen)
2023

2024

Consideration for acquisitions paid in cash

4,008

–

Cash and cash equivalents of assets acquired, at thetime the Olympus Group obtained control of thesubsidiaries

(149)

–

Payments for acquisition of subsidiaries

3,859

–

(5) Loss of control
Fiscal year ended March 31, 2023
No items to report
Fiscal year ended March 31, 2024
(Transfer of Scientific Solutions Business)(i)

Overview of transaction
On August 29, 2022, Olympus Corporation concluded an agreement to transfer all shares of its
consolidated subsidiary, Evident Corporation (hereinafter, “Evident”), which operates the
Scientific Solutions Business, to K.K. BCJ-66, a special purpose company indirectly owned byfunds advised by Bain Capital, and completed the transfer procedures on April 3, 2023. As aresult of this, Olympus Corporation lost its control of Evident on the same day.

(ii) Assets and liabilities associated with the loss of control(Millions of yen)AmountCurrent assets

118,936

Non-current assets

50,119Total assets

169,055

Current liabilities

30,657

Non-current liabilities

12,497

Total liabilities

43,154(iii) Cash flows associated with the loss of control(Millions of yen)AmountCash and cash equivalents received as consideration of the loss ofcontrol

418,166

Expenses related to transfer of businesses(2,892)

Cash and cash equivalents of subsidiaries with the loss of control(36,183)

Proceeds from the transfer of Scientific Solutions Business (Note)

379,091

Note:

Proceeds from the transfer of Scientific Solutions Business are included in “Cash flows from investing activities”
in the Consolidated Statement of Cash Flows.

- 225 -

(iv) Gain or loss associated with the loss of control
Olympus Corporation recorded a gain of ¥349,037 million associated with the loss of control of
Evident in “Profit from discontinued operation” in the Consolidated Statement of Profit or Loss.
(Transfer of Gyrus Medical Limited)(i)

Overview of transaction
On April 21, 2023, Olympus Corporation concluded an agreement to transfer all shares of Gyrus
Medical Limited (“GML”), a consolidated subsidiary of Olympus Corporation, to ATLTECHNOLOGY UK HOLDINGS LIMITED.
Olympus Corporation lost its control of GML on the same day that the transfer of shares inaccordance with this share transfer agreement was completed.

(ii) Assets and liabilities associated with the loss of control(Millions of yen)AmountCurrent assets

2,226

Non-current assets

1,285

Total assets

3,511

Current liabilities

688

Non-current liabilities

17

Total liabilities

705(iii) Cash flows associated with the loss of control(Millions of yen)AmountCash and cash equivalents received as consideration of the loss ofcontrol

4,472

Cash and cash equivalents of subsidiaries with the loss of control(0)

Proceeds from sale of subsidiaries (Note)
Note:

4,472

Proceeds from sale of subsidiaries are included in “Cash flows from investing activities” in the Consolidated
Statement of Cash Flows.

(iv) Gain or loss associated with the loss of control
Olympus Corporation recorded a gain of ¥115 million associated with the loss of control of GML
in “Other income” in the Consolidated Statement of Profit or Loss.
(Transfer of collagen business and dental product sales businesses)(i)

Overview of transaction
On March 28, 2023, Olympus Terumo Biomaterials Corporation, a consolidated subsidiary of
Olympus Corporation, concluded a company split agreement with GC Corporation for thetransfer of the collagen products development, manufacture and sales business and dental
products sales business, which are included in the other businesses of the Olympus Group. The
transfer of the businesses in accordance with this agreement was completed on July 3, 2023. As a
- 226 -

result, Olympus Corporation lost its control of the collagen business and the dental product sales
businesses on that date.
(ii) Assets and liabilities associated with the loss of control(Millions of yen)AmountCurrent assets

158

Non-current assets

399

Total assets

557

Current liabilities

28

Non-current liabilities–

Total liabilities

28(iii) Cash flows associated with the loss of control(Millions of yen)AmountCash and cash equivalents received as consideration of the loss ofcontrol

1,769

Expenses related to transfer of businesses(113)

Proceeds from the transfer of the collagen business and dental
product sales businesses (Note)

1,656

Note:

Proceeds from the transfer of the collagen business and dental product sales businesses are included in “Cashflows from investing activities” in the Consolidated Statement of Cash Flows.

(iv) Gain or loss associated with the loss of control
Olympus Corporation recorded a gain of ¥1,127 million associated with the loss of control of thecollagen business and dental product sales businesses in “Other income” in the Consolidated
Statement of Profit or Loss.

35. Financial Instruments(1) Credit risk
Credit risk is the risk that a counterparty may default on its contractual obligations resulting in a financial
loss for the Olympus Group.
The Olympus Group is mainly exposed to the credit risk of customers and business counterparts onfinancial assets measured at amortized cost and of financial institutions that are counterparties toderivatives held for hedging foreign currency fluctuations and other financial risks.
The Olympus Group manages credit risk pertaining to financial assets measured at amortized cost byconducting credit investigations on major external customers and controls of due dates and outstandingbalances by customers in accordance with internal regulations, while promptly identifying doubtful
accounts caused by deteriorated financial conditions, etc., to reduce risks. Credit risk associated with
derivatives is reduced by limiting transactions to highly creditworthy financial institutions.
Financial assets measured at amortized cost are mainly classified into “trade receivables” that consist ofnotes receivable, accounts receivable and lease receivables and “receivables other than trade receivables.”The Olympus Group provides allowance for doubtful accounts for each receivable as follows.
- 227 -

“Trade receivables” are classified into three categories: receivables to “debtors that are not facing serious
problems in their management conditions,” receivables to “debtors that are facing serious problems inrepaying their debts,” and receivables to “debtors that are bankrupt,” according to the debtors’
management and financial conditions at the end of the reporting period. Allowance for doubtful accounts
is always recognized at an amount equal to expected credit losses for the remaining life of the assets foreach category.
“Debtors that are not facing serious problems in their management conditions” refer to those that have no
indication of problems in repaying their debts and no problems in ability to repay their debts. Allowancefor doubtful accounts on receivables from the debtors in this category is recorded collectively using aprovision ratio based on a historical loan loss ratio and future estimates.
“Debtors that are facing serious problems in repaying their debts” refer to those that are not in a state ofbankrupt but are facing, or will likely face, serious problems in repaying their debts. Allowance for
doubtful accounts on receivables from the debtors in this category is recorded based on the estimatedcollectable amount of the respective assets on an individual basis.
“Debtors that are bankrupt” refer to those that are legally or substantially bankrupt or in a state of serious
financial difficulty with no prospect of revitalization. Allowance for doubtful accounts on receivablesfrom the debtors in this category is recorded for all receivables excluding assets received as collateral orfor credit enhancement.
The Olympus Group evaluates at the end of each reporting period whether there is a significant increasein credit risk of “receivables other than trade receivables” since initial recognition. When there is no
significant increase in credit risk since initial recognition, the amount equal to expected credit losses for
12 months is recognized as allowance for doubtful accounts. When there is a significant increase in credit
risk since initial recognition, the amount equal to expected credit losses for the remaining life of thefinancial assets is recognized as allowance for doubtful accounts.
“A significant increase in credit risk” refers to a situation in which there are serious problems incollectibility of receivables at the end of the reporting period compared to that at the initial recognition.
When evaluating whether or not there is a significant increase in credit risk, the Olympus Group takes
into consideration reasonably available and supportable information, such as a debtor’s results ofoperations for past periods and management improvement plan, as well as past due information.
Allowance for doubtful accounts on “receivables other than trade receivables” is recognized using amethod to estimate credit losses collectively or individually according to the extent of the debtor’s credit
risk. However, when the debtors are in serious financial difficulty or legally or substantially bankrupt,
allowance for doubtful accounts is recognized using a method to estimate credit losses individually byconsidering the receivables as credit-impaired financial assets.
Irrespective of the above classification, when it is clear that a financial asset in its entirety or a portion
thereof cannot be recovered, such as a legal extinguishment of receivables, the carrying amount of thefinancial asset is directly amortized.
Information on allowance for doubtful accounts
The carrying amounts of financial assets subject to allowance for doubtful accounts were as follows:
These carrying amounts represent the maximum amount of exposure to credit risk.
(Millions of yen)
Trade receivables
Balance at March 31,
2023
Balance at March 31,
2024

Debtors that are notfacing serious
problems in their
management conditions

Debtors that are facing
serious problems inrepaying their debts

204,624

4,584

306

209,514

234,544

4,833

264

239,641- 228 -

Debtors that arebankrupt

Total

There was no significant change that had a material impact on allowance for doubtful accounts for “Trade
receivables” as of March 31, 2023 and 2024.
(Millions of yen)
Receivables other thantrade receivables
Balance at March 31,
2023
Balance at March 31,2024

No significant increasein credit risk

Significant increase in credit risk
Non-credit-impaired
financial assets

Total

Credit-impaired
financial assets

25,137

6,881

613

32,63140,4094,559

668

45,636

There was no significant change that had material impacts on allowance for doubtful accounts for“Receivables other than trade receivables” as of March 31, 2023 and 2024.
The changes in allowance for doubtful accounts related to above financial assets were as follows:(Millions of yen)
Receivables other than trade receivables
Trade receivables

Balance at April 1, 2022

No significant increasein credit risk

Significant increase in credit risk
Non-credit-impaired
financial assets

Credit-impaired
financial assets

5,246

52

6,853

604

Increase

427

–

103

–

Decrease(1,161)

(48)

(79)

(1)

391

(0)

–

10

4,903

4

6,877

613

Increase

667

0

–

2

Decrease

(821)

(4)

(2,320)

(2)

Other

592

1

–

55

5,341

1

4,557

668

Other
Balance at March 31,
2023

Balance at March 31,
2024(2) Liquidity risk
Liquidity risk is the risk that the Olympus Group may not be able to repay borrowings or settle otherfinancial liabilities on their due dates.
Borrowings, bonds and other financial liabilities held by the Olympus Group are exposed to liquidity risk.
Based on the report from each division, the finance division of the Olympus Group prepares and updates
its cash flow plans on a timely basis and keeps its liquidity in hand over a certain ratio of consolidated
revenue in order to manage liquidity risk.
Major financial liabilities by maturity date are as follows. Trade and other payables are not included in
the tables below as they are settled within one year and their contractual cash flows are nearly equal to thecarrying amount.

- 229 -

As of March 31, 2023
(Millions of yen)
Carrying amountContractual cash flows
Total

Within 1 year

Over 1 year

Non-derivative financial
liabilities
Bonds and borrowings

340,057

351,441

52,508298,933

Lease liabilities

57,16265,424

14,39851,026

Currency derivatives

1,067

1,067

1,027

40

Interest rate derivatives

149

149

72

77

Derivative financial liabilities

As of March 31, 2024
(Millions of yen)
Carrying amountContractual cash flows
Total

Within 1 year

Over 1 year

Non-derivative financial
liabilities
Bonds and borrowings

299,616

308,505

72,560235,945

Lease liabilities

60,943

69,95014,16055,790Currency derivatives

2,401

2,401

2,266

135

Interest rate derivatives

82

81

61

20

Derivative financial liabilities

The Olympus Group does not expect the cash flows included in the maturity analysis to occur muchearlier than anticipated or to differ significantly from the anticipated monetary amounts.
(3) Market risk
Market risk is the risk of fluctuations in fair value or future cash flows of financial instruments because ofchanges in market prices. Market risk includes foreign exchange risk which arises from changes inforeign exchange rates, interest rate risk which arises from changes in market interest rates and market
price fluctuation risk which arises from changes in market prices of listed shares.
(i)

Foreign exchange risk
The Olympus Group operates business activities worldwide. Accordingly, financial assets andliabilities arising from transactions denominated in currencies other than the functional currency are
exposed to foreign exchange rate fluctuation risk. The Olympus Group mainly uses foreignexchange forward contracts, currency options and currency swaps to reduce the foreign exchange
fluctuation risk.
(i)

Foreign exchange forward contracts, currency options and currency swaps
The details of foreign exchange forward contracts, currency options and currency swaps were as
follows:- 230 -

(Millions of yen)
2023
Contract amountForeign exchange forward contracts:

2024
Fair value

Contract amount

Fair value

165,085

1,559

112,492(1,480)U.S. dollar

59,912591

55,144(899)

Other currency

105,173968

57,348(581)

Currency options

8,257

(90)

9,901

(299)

U.S. dollar

8,257

(90)

5,402

(194)

Other currency

–

–

4,499

(105)

Currency swaps

97,2404,325

97,761

13,736

Receive other currencies / pay Euro

30,47516

21,505

11

Receive Euro / pay other currencies

–

–

551

(1)

Receive U.S. dollar / pay Japaneseyen

66,765

4,309

75,705

13,726

Total

270,582

5,794

220,154

11,957(ii) Sensitivity analysis of currency fluctuation risk
The following table illustrates the impact on profit before tax in the consolidated statement of
profit or loss from financial instruments held by the Olympus Group at the end of each fiscal year
if the Japanese yen appreciated by 1 Japanese yen against the U.S. dollar and the Euro. This
analysis assumes that all other variables are held constant.
(Millions of yen)
2023

2024

U.S. dollar

(22)

(42)

Euro

(57)

(59)

(ii) Interest rate risk
The Olympus Group’s exposure to interest rate risk mainly relates to debt such as borrowings andbonds. Because the amount of interest is affected by fluctuations in market interest rates, theOlympus Group is exposed to interest rate risk of fluctuations in future cash flows of interest.
Mainly to limit an increase in the amount of interest paid in the future due to a rise in interest rates,
the Olympus Group raises funds by procuring fixed rate long-term borrowings and issuing bonds atfixed interest rates. If funds are procured through long-term borrowings at a variable interest rate,
the Olympus Group endeavors to stabilize cash flows by entering into an interest rate swap contract
to receive a variable interest rate and pay a fixed interest rate with financial institutions and virtually
fixing the borrowing rate.
Interest rate sensitivity analysis
As for borrowings with variable interest rates held by the Olympus Group at the end of the fiscal
year, the amount of effects on profit before tax in the consolidated statement of profit or loss in theevent of a 1% increase in interest rates at the end of the fiscal year is as follows. This analysis
calculated the amount of effects by multiplying the balance of borrowings with variable interest
rates at the end of the fiscal year by 1%. The analysis excludes borrowings with variable interest
rates of which interest rates have been fixed by interest rate swap agreements.

- 231 -

(Millions of yen)
2023
Consolidated statement of profit or loss (profit before
tax)

2024
(499)

(500)

(iii) Market price risk
The Olympus Group holds listed shares for strategic investment purposes, including facilitating
business alliances. Market prices of listed shares may fluctuate depending on market economy
trends as the prices are determined based on market principles. For listed shares, the Olympus Groupregularly checks market prices and the financial status of issuers (business counterparts), while
reviewing holding positions continuously in consideration of relationships with businesscounterparts.
Sensitivity analysis of market price risk
With regard to listed shares held by the Olympus Group at the end of each fiscal year, the following
table shows the impact on other comprehensive income (before tax effect) in the consolidated
statement of comprehensive income that would result from 1% decline in market prices at the end ofeach fiscal year. The impact was calculated by multiplying listed shares at the end of each fiscal
year by 1% for this analysis.
(Millions of yen)
2023
Other comprehensive income (before tax effect)

2024
(5)

(5)

(4) Fair value(i)Fair value hierarchy
Fair value hierarchy is categorized into the following three levels depending on the observability of
inputs used in the valuation technique for the measurement.
Level 1: Fair value measured at market prices (unadjusted) in active markets for identical assets or
liabilities
Level 2: Fair value measured using observable prices other than those categorized within level 1,
either directly or indirectly
Level 3: Fair value measured using a valuation technique which includes inputs that are not basedon observable market data
The Olympus Group recognizes transfers of financial instruments between the levels of the fairvalue hierarchy as if they occurred at the end of each fiscal year. There were no significant financial
instruments transferred between the levels for the fiscal years ended March 31, 2023 and 2024.

(ii) Financial instruments measured at fair value
The methods for measuring major financial instruments measured at fair value are as follows.
(Other financial assets and other financial liabilities)
Listed shares are classified as level 1 and stated at market prices valued at the end of each fiscal
year.
Unlisted shares are classified as level 3 and stated at the value obtained by using valuation
techniques such as the comparable company analysis method.

- 232 -

Derivative assets and liabilities are classified as level 2. Currency derivatives are stated at the value
based on forward exchange rates, and interest-rate derivatives are stated at the value obtained basedon observable data such as market interest rates, credit risks, and the period up to maturity.
The contingent consideration for business combinations, etc. is classified as level 3 and stated at theestimates of future payability.
The fair value hierarchy of financial instruments measured at fair value is as follows:
As of March 31, 2023
(Millions of yen)
Level 1

Level 2

Level 3

Total

Financial assets
Financial assets measured at fair value throughprofit or loss
Derivative assets

–

6,860

–

6,860

–

–

937

937

470

–

6,431

6,901

Derivative liabilities

–

1,216

–

1,216

Contingent consideration

–

–

8,226

8,226

Equity securities and others
Financial assets measured at fair value throughother comprehensive income
Equity securities and others
Financial liabilities
Financial liabilities measured at fair value
through profit or loss

As of March 31, 2024
(Millions of yen)
Level 1

Level 2

Level 3

Total

Financial assets
Financial assets measured at fair value throughprofit or loss
Derivative assets–

14,358–14,358

–

–

704

704

538

–

7,014

7,552

Derivative liabilities

–

2,483

–

2,483

Contingent consideration

–

–

7,119

7,119

Equity securities and others
Financial assets measured at fair value throughother comprehensive income
Equity securities and others
Financial liabilities
Financial liabilities measured at fair value
through profit or loss

- 233 -

The changes in financial assets categorized within level 3 were as follows:(Millions of yen)
2023
Balance at April 1

2024
3,895

7,368

(66)

(18)

Other comprehensive income
Purchases
Sales
Transfer to investments accounted for using the equity
method
Other

27
3,705
–

(106)
325
(405)

(203)

–

10

554

Balance at March 31

7,368

7,718

Gains and losses (Note)
Profit or loss

Note: Gains or losses recognized in profit or loss are included in “Finance income” or “Finance costs” in the consolidated statementof profit or loss. Gains or losses recognized in other comprehensive income are included in “Financial assets measured at fairvalue through other comprehensive income” in the consolidated statement of comprehensive income.
Total gains or losses recognized in profit or loss for the fiscal years ended March 31, 2023 and 2024 included a loss of ¥65
million and a loss of ¥71 million on financial instruments held as of March 31, 2023 and 2024, respectively.

The changes in financial liabilities categorized within level 3 were as follows:(Millions of yen)
2023

2024

Balance at April 1

6,100

8,226

Business combinations, etc.

4,095

–

Settlement(715)(3,421)(1,758)

1,400

504

914

8,226

7,119

Change in fair value
Other
Balance at March 31(iii) Financial instruments measured at amortized cost
The methods for measuring the fair value of major financial instruments measured at amortized cost
are as follows. These financial instruments are mainly classified into level 2.
(Cash and cash equivalents, trade and other receivables, and trade and other payables)
Account items to be settled in the short term are stated at their book value because their fair value isnearly equal to their book value.
Lease receivables are stated at the value obtained by calculating the present value of each leasereceivable categorized by a specific period, at discounted rates that take into account credit risks andthe period up to maturity.
(Other financial assets and other financial liabilities)
Account items to be settled in the short term are stated at their book value because their fair value isnearly equal to their book value.

- 234 -

(Bonds and borrowings)
Bonds and borrowings with fixed interest rates are stated at the value calculated at discounted rates
which would be applied to a similar issuance of bonds or similar new loans to generate future cash
flows.
Borrowings with variable interest rates are stated at their book value because their fair value isdeemed to be nearly equal to their book value, given that they are short-term borrowings reflecting
market interest rates, and their credit conditions have not significantly changed since the drawdown.
Short-term borrowings and commercial papers are stated at their book value since they are settled in
the short term and their fair value is nearly equal to their book value.
The carrying amount and fair value of major financial instruments measured at amortized cost wereas follows. Financial instruments whose carrying amounts approximate fair value are not included in
the following table.
(Millions of yen)
2023
Carrying amountFinancial assets
Lease receivables
Financial liabilities
Bonds
Borrowings

2024
Fair value

Carrying amount

Fair value

65,00364,982

86,23886,085

146,118
134,021141,280
134,287

145,250
94,372

139,324
94,225(iv) Equity instruments
Equity instruments such as shares held mainly for the purpose of maintaining or strengthening
business relationships with the investees are designated as financial assets measured at fair value
through other comprehensive income. The fair values of equity instruments by major issuer were as
follows:(Millions of yen)
Bond name2023

Delfi Diagnostics, Inc.

3,338

Noah Medical Corporation

2,003

OHARA INC.

470
(Millions of yen)
Bond name2024

Delfi Diagnostics, Inc.

3,785

Noah Medical Corporation

2,271

OHARA INC.

538

The fair value at the date of sale and cumulative gains or losses on sales of equity instruments soldduring the fiscal year based on Olympus Corporation’s policy for equity securities and others held
for strategic investment purposes were as follows:- 235 -

(Millions of yen)
2023

2024

Fair value at the date of sale

933

200

Cumulative gains or losses on sale335

0

The breakdown of dividends received recognized from equity instruments was as follows:(Millions of yen)
2023

2024

Equity instruments derecognized during the year28

0Equity instruments held at the end of year

10

11

38

11

Total

(5) Hedge accounting
The Olympus Group raises a portion of funds through borrowings with variable interest rates and bonds
in foreign currencies with fixed interest rates, and is exposed to interest rate risks and foreign exchangerisks for foreign currency transactions within that scope. The Olympus Group uses interest rate swaps that
virtually converts borrowings with variable interest rates into borrowings with fixed interest rates andinterest rate and currency swaps that virtually converts bonds in foreign currencies with fixed interest
rates into fixed rate bonds denominated in Japanese yen in order to hedge interest rate risk. The Groupapplies hedge accounting by designating the interest rate swaps as cash flow hedges.
For interest rate swaps, the notional amount, term (maturity) and underlying data for interest rate of thehedging instrument and the hedged item are to be matched, in principle. No ineffective portion wasrecognized as of March 31, 2023 and 2024.
For interest rate and currency swaps, the amount recognized in net gain or loss on the ineffective portionof the hedge for the fiscal year ended March 31, 2024, is not material.
A summary of interest rate swaps and interest rate and currency swaps designated as cash flow hedge was
as follows:
As of March 31, 2023
(Millions of yen)
Notional amountOver 1 year

Carrying amount (Note)
AssetsInterest rate

Liabilities

Interest rate
swaps

10,00010,000–149

Interest rateand currency
swaps

66,76566,7654,309–- 236 -

Variable rate receipt: 6-month
Japanese yen TIBOR
Fixed rate payment: 1.3815%
Fixed rate receipt: U.S. dollar
2.143%
Fixed rate payment: Japanese yen
0.6975%

As of March 31, 2024
(Millions of yen)
Notional amountOver 1 year

Carrying amount (Note)
AssetsInterest rate

Liabilities

Interest rate
swaps

10,00010,000–82

Interest rateand currency
swaps

75,70575,705

13,727–

Variable rate receipt: 6-month
Japanese yen TIBOR
Fixed rate payment: 1.3815%
Fixed rate receipt: U.S. dollar
2.143%
Fixed rate payment: Japanese yen
0.6975%

Note: The amount in the consolidated statement of financial position are recorded in “Other financial assets” or “Other financial
liabilities” of each current and non-current based on their maturity date.

The cash flow hedge reserve (before tax effect) regarding the above table was as follows:(Millions of yen)
2023
Interest rate swaps
Interest rate and currency swaps

2024
(149)
(5,300)(82)(5,622)

Cash flow hedges recognized in the consolidated statement of comprehensive income and othercomprehensive income (before tax effect) were as follows:
Fiscal year ended March 31, 2023
(Millions of yen)Amount of reclassification
adjustment from cash flow hedge
to profit or loss
Note:

Changes in the fair value
recognized in othercomprehensive income
Interest rate swaps
Interest rate and currency swaps

56

80

3,627

(5,607)

Fiscal year ended March 31, 2024
Changes in the fair value
recognized in othercomprehensive income(Millions of yen)Amount of reclassification
adjustment from cash flow hedge
to profit or loss
Note:

Interest rate swaps

(11)

78

Interest rate and currency swaps

8,680(9,002)

Note: The amounts included in the consolidated statement of profit or loss are recorded in “Finance income” or “Finance costs.”(6) Transfer of financial instruments
Transferred financial assets that are not derecognized in their entirety
The Olympus Group transfers a part of trade receivables to a third party in order to diversify fundraisingchannels and conduct stable fund procurement. The third party has recourse only to the transferred assets
upon the debtors’ default and cannot claim other assets of the Olympus Group. While the Olympus Group
does not bear bad debt risk on a certain portion of the transferred receivables due to a contract with thethird party, the full amount has been recognized in the consolidated statement of financial position
because the financial assets in their entirety do not qualify for derecognition. The proceeds which arisingon the transfer of the assets have been recorded as the associated liabilities and are settled when apayment is made for the transferred assets. The Olympus Group cannot use the transferred assets until the
payment is made.
- 237 -

The carrying amounts of transferred assets and the associated liabilities when the Olympus Group
continues to recognize all of the transferred assets as of March 31, 2023 and 2024 are as follows. They arerecognized in “Trade and other receivables” and “Other financial liabilities,” respectively, in the
consolidated statement of financial position.
(Millions of yen)
2023

2024

Transferred financial assets
Related liabilities
Net position of transferred financial assets

4,206
4,206

1,248
1,248

–

–

Note: The fair values are equivalent to the carrying amounts in the above table.

36. Leases(1) Lessor
The Olympus Group leases endoscopes and other equipment under finance leases. It also leases
endoscopes and other equipment, and property owned by Olympus Corporation as operating leases.
The business conditions of the customers, equipment usage, etc. are monitored regularly in order tomanage the risks for the assets.
The breakdown of revenue under finance leases from continuing operations was as follows:(Millions of yen)
2023

2024

Lease income (loss)

14,717

19,152

Interest income

2,931

4,372

The breakdown of future lease payments receivable under finance leases was as follows:(Millions of yen)
2023

2024

Undiscounted lease payments to be received
Within 1 year

29,95239,375More than 1 year, but within 2 years

17,43323,657More than 2 years, but within 3 years

11,091

14,104More than 3 years, but within 4 years

4,540

6,133

More than 4 years, but within 5 years

1,651

2,569

524

420

65,191

86,258Unguaranteed residual value

5,148

8,273

Unearned finance income(5,336)(8,293)

Net investment in the lease

65,00386,238More than 5 years
Total- 238 -

The breakdown of revenue under operating leases from continuing operations was as follows:(Millions of yen)
2023

2024

Lease income

31,21030,844

Variable lease payments (Note)

13,484

15,402

Note:

Income that is not determined by an index or a rate.

The breakdown of future lease payments receivable under operating leases from continuing operations was
as follows:(Millions of yen)
2023

2024

Within 1 year

17,883

17,348More than 1 year, but within 2 years

11,553

10,306More than 2 years, but within 3 years

5,556

4,732

More than 3 years, but within 4 years

2,086

2,228

More than 4 years, but within 5 years

866

1,223

More than 5 years

460

526

38,40436,363Total(2) Lessee
The Olympus Group rents properties and other equipment as lessee.
Certain of the lease transactions have renew/purchase options or escalation clauses, but there are no
significant restrictions on dividends, additional borrowings and additional leases provided by the lease
contracts.
In addition, some lease contracts contain extension options and termination options.
There were no leases that have not yet commenced among lease contracts concluded by the Olympus
Group as of March 31, 2023 and 2024.
The book value of right-of-use assets by type of underlying asset and the increase in right-of-use assets
are described in Note “13. Property, Plant and Equipment.”
The total amount of cash outflows related to leases were ¥24,114 million and ¥22,863 million for the
fiscal years ended March 31, 2023 and 2024, respectively.

- 239 -

The breakdown of lease-related income and expenses for lessee of continuing operations were as follows:(Millions of yen)
2023
Revenue from sublease of right-of-use assets

2024
12

7

326

188

Buildings and structures

8,856

9,012

Machinery and vehicles

2,857

3,054

868

887

1,569

1,850

Expenses under short-term leases

628

732

Expenses under leases of low-value asset

955

1,078

Depreciation of right-of-use assets by underlying asset
class
Land

Tools, furniture and fixtures
Interest expense under lease obligations

Note: The balance of lease liabilities by date is described in Note “35. Financial Instruments.”- 240 -

37. Income Taxes(1) Deferred tax assets and liabilities
The breakdown of major deferred tax assets and liabilities by cause was as follows:(Millions of yen)
2023

2024

Deferred tax assets
Inventories

6,974

7,387

Prepaid expenses

9,822

11,315

Accrued bonuses

7,096

7,219

Accrued expenses
Unrealized intercompany profits
Property, plant and equipment

4,941
15,4409,931

5,776
19,385
12,413

Intangible assets

2,665

3,077

Interest rate swaps

46

25

Deferred gains or losses on hedges

1,623

1,721

Retirement benefit liability

2,084

1,221

Loss carryforwards

5,379

5,783

Lease liabilities

15,08915,705

Provision for product warranties

8,670

12,284109,268

–

2,009

7,348

201,037

111,159(6,957)(8,874)

(176)

(146)

Retirement benefit asset(6,186)(7,860)Fair value differences on acquisition(9,961)(3,372)

Capitalized development costs(13,578)(9,452)Retained profit of overseas subsidiaries(2,741)(2,036)

Right-of-use assets(13,901)(14,283)

Other(3,292)(4,801)(56,792)(50,824)

144,245

60,335Investments in subsidiaries
Other
Total
Deferred tax liabilities
Property, plant and equipment
Financial assets measured at fair value through othercomprehensive income

Total
Net deferred tax assets and liabilities(Amendments to IAS 12 “Income Taxes”)
The Olympus Group has applied “Deferred Tax related to Assets and Liabilities arising from a Single
Transaction” (Amendments to IAS 12 “Income Taxes”) effective for the fiscal year ended March 31,
2024. The impact of the application of this standard on the Olympus Group’s consolidated financial
statements is immaterial.
The Olympus Group has also applied “International Tax Reform — Pillar Two Model Rules”(Amendments to IAS 12 “Income Taxes”) effective for the fiscal year ended March 31, 2024. The
amendment clarifies that IAS 12 applies to income taxes arising from tax laws enacted or substantively
enacted to implement the BEPS’s Pillar Two GloBE Rules (global minimum tax) by OECD. However,this standard makes a temporary exception that requires an entity not to recognize or disclose information
about deferred tax assets and liabilities related to the income taxes arising from the global minimum tax- 241 -

rules. The Olympus Group has applied the exception defined in IAS 12 and does not recognize or disclose
information about deferred tax assets and liabilities related to the income taxes arising from the global
minimum tax rules.
(The global minimum tax system)
The Pillar Two rule has been implemented in some of jurisdictions where the Olympus Group isoperating, and it shall be applied to the Olympus Group for the fiscal year beginning on or after April 1,
2024. The Olympus Corporation has assessed potential exposures of Pillar Two to its income taxes basedon the recent tax returns, country-by-country reports and financial statements of constituent entities
subject to the system. The result shows that the tax burden in no or only nominal tax jurisdictions wheresome subsidiaries are located will be taxed up to the minimum rate of 15%. However, the Olympus
Corporation determines that its impact on the Olympus Group’s consolidated financial statements isimmaterial.
Loss carryforwards, deductible temporary differences and tax credits carried forward for which deferred
tax assets have not been recognized were as follows. The tax base is presented.
(Millions of yen)
2023

2024

Loss carryforwards

3,410

4,671

Deductible temporary differences

23,166

16,903800

1,112

27,376

22,686

Tax credits carried forward
Total

Loss carryforwards for which deferred tax assets have not been recognized and expires as follows:(Millions of yen)
2023
Within 4th year2024–

5th year and thereafter
Total

3,410

4,671

3,410

4,671

Olympus Corporation does not recognize deferred tax liabilities for the temporary differences associatedwith undistributed profits of subsidiaries when Olympus Corporation is able to control the timing of thereversal of the temporary difference and it is probable that the temporary difference will not reverse in theforeseeable future. Total temporary differences associated with the undistributed profits of subsidiaries
which have not been recognized as deferred tax liabilities (income base) were ¥397,604 million and¥310,790 million as of March 31, 2023 and 2024, respectively.
(2) Income tax expenses
The breakdown of income tax expenses was as follows:(Millions of yen)
2023

2024

Current tax expenses (Note 1)

35,66235,373

Deferred tax expenses (Notes 2, 3, 4)

8,642(26,492)

44,304

8,881

Total of income tax expenses

Notes: 1. The current tax expense includes tax losses which were previously not recorded, tax credits or benefits resulting from
temporary differences for prior periods. Consequently, the current tax expense for the fiscal years ended March 31, 2023
and 2024 decreased by ¥1,344 million and ¥2,423 million, respectively.
In addition, the current tax expense for the fiscal year ended March 31, 2024 includes the corporation tax for the previous
fiscal year of ¥(69) million.

- 242 -

2. The deferred tax expense includes tax losses which were previously not recorded, tax credits or benefits resulting
from temporary differences for prior periods. Consequently, the deferred tax expense increased by ¥69 million for
the fiscal year ended March 31, 2023 and decreased by ¥552 million for the fiscal year ended March 31, 2024,
respectively.
3. The deferred tax expense includes devaluation of deferred tax assets and the reversal of devaluation of deferred tax
assets which was previously recorded (assessment of recoverability of deferred tax assets). Consequently, thedeferred tax expense increased by ¥2,485 million for the fiscal year ended March 31, 2023 and decreased by ¥508
million for the fiscal year ended March 31, 2024, respectively.
4. The deferred tax expense decreased by ¥386 million for the fiscal year ended March 31, 2023 and increased by¥867 million for the fiscal year ended March 31, 2024 due to the effect of changes in tax rates in Japan andoverseas.

(3) Income taxes recognized in other comprehensive income
Income taxes recognized in other comprehensive income are presented in Note “33. Other
Comprehensive Income.”(4) Reconciliation of effective tax rate
Reconciliation of the effective statutory tax rate and the average actual tax rate for the fiscal years ended
March 31, 2023 and 2024 is as follows.
Olympus Corporation’s income taxes mainly include corporation tax, inhabitant tax and enterprise tax.
The effective statutory tax rates calculated based on these taxes were 30.6% and 30.6% for the fiscal
years ended March 31, 2023 and 2024, respectively. Overseas subsidiaries are subject to income taxes of
the countries in which they operate.
2023
Effective statutory tax rate

2024
30.6%

30.6%

Non-deductible expense, such as entertainment
expenses

2.3

Non-taxable income, such as dividend income

(0.4)

(4.0)

Tax credit for experimental research cost and others

(1.1)

(8.9)

Different tax rates applied to subsidiaries

(6.7)

(1.0)

Subsidiaries reserve

1.2

(4.4)

Change in unrecognized deferred tax assets andliabilities
Change in deferred tax assets at the end of fiscal year
due to changes in tax rates

(2.7)
(0.2)

8.7

(10.7)
2.4

Effects of organizational restructuring

(1.4)

11.8

Other

2.7

0.3

24.3%

24.8%

Average actual tax rate

38. Major Subsidiaries(1) Structured entities
Major subsidiaries as of March 31, 2024 were as described in “I. Company Overview, 4. Subsidiaries andAffiliates.”(2) Significant subsidiaries having non-controlling interests
During the fiscal years ended March 31, 2023 and 2024, there was no individually significant subsidiaryhaving non-controlling interests.
- 243 -

39. Related-party Transactions(1) Related-party transactions
Fiscal year ended March 31, 2023
Name

Officer

Yasuo
TakeuchiOwnership(owned) ratioof votingrights, etc.
(%)
Ownership
Direct 0.0

Relationship with therelevant party

Description oftransaction

Director, Representative
Executive Officer,
President and CEO

Contribution in kindof monetarycompensation
claims (Note)

Amount oftransaction(Millions ofyen)Account

Balance at
end of year
(Millions of
yen)

27

–

–

Amount oftransaction(Millions ofyen)Account

Balance at
end of year
(Millions of
yen)

303

–

–

241

–

–

230

–

–

91

–

–

23

–

–

16

–

–

14

–

–

13

–

–

11

–

–

11

–

–

Note: Contribution in kind of monetary compensation claims is associated with the PSU system.
Fiscal year ended March 31, 2024
Name

Ownership(owned) ratioof votingrights, etc.
(%)

Relationship with therelevant party

Description oftransaction
Contribution in kindof monetarycompensation
claims (Note 3)
Contribution in kindof monetarycompensation
claims (Note 3)
Contribution in kindof monetarycompensation
claims (Note 3)
Contribution in kindof monetarycompensation
claims (Note 3)
Contribution in kindof monetarycompensation
claims (Note 3)
Contribution in kindof monetarycompensation
claims (Note 3)
Contribution in kindof monetarycompensation
claims (Note 3)
Contribution in kindof monetarycompensation
claims (Note 3)
Contribution in kindof monetarycompensation
claims (Note 4)
Contribution in kindof monetarycompensation
claims (Note 4)

Officer

Yasuo
TakeuchiOwnership
Direct 0.0

OfficerJose
Ignacio
Abia
BuenacheDirector, Representative
Executive Officer,
Executive Chairperson
and ESG Officer

Ownership
Direct 0.0

Executive Officer and
CSO(Note 1)

Officer

StefanKaufmann

Ownership
Direct 0.0

Director, Representative
Executive Officer,
President and CEO

Officer

ChikashiTakedaOwnership
Direct 0.0

Executive Officer and
CFO(Note 1)

Officer

TetsuoKobayashi

Ownership
Direct 0.0

Executive Officer and
CMSO

Officer

Andre
Heribert
RogganOwnership
Direct 0.0

Executive Officer and
CTO

Officer

Toshihiko
Okubo

Ownership
Direct 0.0

Director

Officer

ShigetoOhtsukiOwnership
Direct 0.0

Executive Officer and
CHRO

Officer

Nobuyuki
Koga

Ownership
Direct 0.0

Director(Note 2)

Officer

TetsuoIwamuraOwnership
Direct 0.0

Outside Director(Note 2)

Notes: 1. They resigned from the board of directors on March 31, 2024, and the above table shows transactions during the fiscal
year under review related to their terms of office.

- 244 -

2. They resigned from the board of directors on June 27, 2023, and the above table shows transactions during the fiscal
year under review related to their terms of office.
3. It is due to contribution in kind of monetary compensation claims accompanying PSU system and RSU system.
4. It is due to contribution in kind of monetary compensation claims accompanying RSU system.

(2) Remuneration for management executives(Millions of yen)
2023
Remuneration and bonuses
Stock compensation
Total

2024
1,665
743

2,953
1,469

2,408

4,422

40. Business Combinations
Fiscal year ended March 31, 2023
(Acquisition of Odin Medical Ltd.)(1) Outline of business combination(i)Name and description of acquired business
Name of the acquired business: Odin Medical Ltd. (hereinafter “Odin”)
Description of business: Development of cloud AI-enabled applications for endoscopy(ii) Primary reason for business combination
Odin, which is affiliated with the Wellcome / EPSRC Centre for Interventional and Surgical
Sciences (WEISS) at University College London (UCL), was founded by renowned clinicians andartificial intelligence experts to develop next-generation cloud AI-enabled applications forendoscopy.
By incorporating Odin’s solutions, which utilize surgical and clinical data collected and analyzed inreal time, Olympus Corporation aims not only to reduce the administrative burden on health care
workers and support decision-making in clinical settings, but also to support health care workers toprovide better medical care to patients.
(iii) Acquired ratio of holding capital with voting rights
100%(iv) Acquisition date
December 19, 2022(v) Acquisition method to govern the acquired company
Cash consideration for the acquisition of shares(2) Acquisition-related expense
The acquisition-related expense of ¥199 million has been booked in “Selling, general and administrative
expenses.”- 245 -

(3) Fair value of consideration paid, assets acquired, and liabilities assumed as of the acquisition date(Millions of yen)AmountFair value of consideration paid
Cash

3,982

Contingent consideration

4,095

Total

8,077

Fair value of assets acquired and liabilities
assumedCash and cash equivalents

148

Other current assets

1

Property, plant and equipment

3

Intangible assets

3,955

Trade and other payables(28)

Other current liabilities(99)

Deferred tax liabilities(986)

Other non-current liabilities(74)

Fair value of assets acquired and liabilities
assumed, net

2,920

Goodwill

5,157

Total

8,077

Based on the fair value of consideration paid on the acquisition date, we have allocated the assets
acquired and liabilities assumed. Furthermore, the allocation of consideration paid has been completed in
the fiscal year ended March 31, 2024, and the values of the assets and liabilities on the acquisition datehave been revised from the initial provisional amounts.
The adjustments made comprise an increase in intangible assets of ¥3,943 million and an increase indeferred tax liabilities of ¥986 million. As a result, goodwill decreased by ¥2,894 million. The balance ofintangible assets of ¥3,955 million is mostly comprised of ¥3,170 million in research and development
assets related to products of Odin, and ¥774 million in intangible assets based on the contract, which aremeasured based on future sales growth rate, diminishing value rate, discount rate and other assumptions.
The estimated useful lives of research and development assets are 15 years.
Goodwill mainly represents a rational estimate of the expected future excess earning power. Furthermore,
the amount of goodwill recognized does not include the amount that is expected to be deductible for tax
purposes.
(4) Contingent consideration
The contingent consideration is a milestone payment subject to the obtaining of approval for development
made by Odin, and the payment is calculated by taking into consideration the possibility of obtaining theapproval for the development and time value of money. The payment limit is GBP33,000 thousand.
In terms of hierarchical level, the fair value of the contingent consideration is level 3. The amount ofchange in fair value of the contingent consideration includes the recording of the part based on changes in- 246 -

the time value of money as “Finance costs” and the part based on changes other than the time value ofmoney as “Other income” or “Other expenses.”(5) Impacts on the Olympus GroupOlympus Corporation omits making a description concerning profit or loss information of the saidbusiness combination on and after the acquisition date as well as profit or loss information under theassumption that the said business combination was conducted at the beginning of the fiscal year underreview. This is because the amount of impact on the consolidated statement of profit or loss due to suchinformation is not material.
Furthermore, the independent auditor has not audited profit or loss information under the assumption thatthe said business combination was conducted at the beginning of the fiscal year.
(Contingent consideration of Medi-Tate Ltd.)With regard to the contingent consideration recognized from the acquisition of Medi-Tate Ltd. carried out
in the fiscal year ended March 31, 2022, due to the delay from the initial plan in obtaining approval aspart of development activities, we have lowered the fair value from the balance of ¥2,699 million at the
beginning of the fiscal year to ¥2,037 million in the fiscal year ended March 31, 2023. Of the ¥662
million difference, the amount of impact of changes in the time value of money of ¥460 million (Note 1)
was recorded as “Finance costs” in the consolidated statement of profit or loss, the amount of impact of¥1,381 million due to the review of the fair value itself (Note 2) was recorded as “Other income” in the
consolidated statement of profit or loss, and the amount of impact of exchange rate fluctuations of ¥259
million was recorded as “Exchange differences on translation of foreign operations” in the consolidated
statement of comprehensive income, respectively.
Notes: 1. The amount of contingent consideration is presented at the current value calculated from discounting in
the period from the day of payment to the relevant fiscal year-end. Therefore, in principle, the amountincreases and “Finance costs” occur as the day of payment approaches.
2. The impact originates from the fact that the amount itself has been reviewed due to the fact that
achieving the conditions for the milestone has become difficult as a result of the delay from theinitial plan.
Fiscal year ended March 31, 2024
(Revised provisional amounts)
For the following business combination that occurred in the fiscal year ended March 31, 2023, provisionalamounts have been revised during the fiscal year ended March 31, 2024. As a result, we haveretrospectively revised the figures at the end of the fiscal year ended March 31, 2023 in the consolidated
statement of financial position.
(Acquisition of Odin Medical Ltd.)
Odin Medical Ltd. became a consolidated subsidiary of Olympus Corporation on December 19, 2022, due
to the acquisition of shares for cash consideration.
In the fiscal year ended March 31, 2024, the fair value of some assets acquired and liabilities assumed has
been revised with respect to the measurement of the fair value of assets acquired and liabilities assumed
as of the acquisition date in said business combination. Regarding said business combination, in the fiscal
year ended March 31, 2024, initial measurement of assets acquired, liabilities assumed and goodwill has
been finalized.

- 247 -

Provisional fair value
as of March 31, 2023

(Millions of yen)

Subsequent
revision

Revised fair value

Fair value of consideration paid
Cash

3,982

–

3,982

Contingent consideration

4,095

–

4,095

8,077

–

8,077

148

–

148

Other current assets

1

–

1

Property, plant and equipment

3

–

3

Intangible assets

2,434

1,521

3,955

Trade and other payables

(28)

–

(28)

Other current liabilities

(99)

–

(99)

Deferred tax liabilities

(606)

(380)

(986)

Other non-current liabilities

(74)

–

(74)

Fair value of assets acquired and liabilities
assumed, net

1,779

1,141

2,920

Goodwill

6,298(1,141)

5,157

Total

8,077

–

8,077

Total
Fair value of assets acquired and liabilities
assumedCash and cash equivalents

Due to these revisions, there were increases in intangible assets and deferred tax liabilities of ¥1,574
million and ¥393 million, respectively, and a decrease in goodwill of ¥1,181 million in the consolidated
statement of financial position as of March 31, 2023.

41. Discontinued Operation(1) Outline of discontinued operation
On August 29, 2022, Olympus Corporation concluded a share transfer agreement related to the transfer of
Scientific Solutions Business of the Olympus Group with K.K. BCJ-66, a special purpose company
indirectly owned by funds advised by Bain Capital. Due to this, profit (loss) from the Scientific Solutions
Business has been classified as profit (loss) from discontinued operation from the second quarter ended
September 30, 2022. The transfer of the shares of Evident, which operates the Scientific Solutions
Business, was completed on April 3, 2023. Details are described in Note “34. Cash Flow Information.”- 248 -

(2) Profit (loss) of discontinued operation
Profit (loss) of discontinued operations is as follows:(Millions of yen)
2023

2024

Revenue

135,421–

Cost of sales

60,045–Gross profit

75,376–

Selling, general and administrative expenses

57,361

244

Other income (Note 1)

215

349,151

Other expenses (Note 2)

11,195631

Operating profit

7,035

348,276

Finance income

551–

Finance costs

173–

Profit before tax

7,413

348,276

Income taxes (Note 3)

1,790

132,320

Profit from discontinued operation

5,623

215,956

Notes: 1. Other income includes ¥349,037 million in the fiscal year ended March 31, 2024 for the gain on the transfer of Scientific
Solutions Business.
2. Other expenses include ¥11,073 million and ¥161 million in the fiscal year ended March 31, 2023 and the fiscal
year ended March 31, 2024, respectively, related to the spin-off of the Scientific Solutions Business and thestrengthening of its management systems.
3. Income taxes in the fiscal year ended March 31, 2024 include ¥120,313 million of tax expenses related to thetransfer of Scientific Solutions Business.

(3) Cash flows of discontinued operation
Cash flows of discontinued operation are as follows:(Millions of yen)
Cash flows of discontinued operation

2023

2024

Net cash used in operating activities(13,151)(57,569)

Net cash provided by (used in) investing activities(11,725)

431,091

Net cash used in financing activities(2,891)–

Note: Net cash provided by (used in) investing activities in the fiscal year ended March 31, 2024 includes proceeds from thetransfer of the Scientific Solutions Business of ¥379,091 million and collection of loans receivable from Evident Corporationof ¥52,000 million.

- 249 -

42. Contingent Liabilities
The Olympus Group has the following guarantees:(Millions of yen)
2023
Employees (mortgages)
Total

2024
0

–

0

–

(Guarantee obligations of employees’ mortgages)
The maximum term of the guarantee obligations extends to 2023. As a guarantor, the Olympus Group is liable
for any defaults of the mortgages in scope of the obligations and has an obligation to settle the mortgages onbehalf of the employees. Those obligations are collateralized by the homes of the employees.

43. Subsequent Events(Share repurchase and cancellation of treasury shares)
At the meeting of the Board of Directors held on November 9, 2023, Olympus Corporation resolved to cancel
treasury shares as provided for in Article 178 of the Companies Act, and cancelled the treasury shares on
April 30, 2024.
(1) Details of cancellation
1.
2.
3.
4.

Class of shares:
Number of shares to becancelled:
Date of cancellation:
Total number of issued shares
after cancellation:

Common stock of Olympus Corporation
37,446,500 shares(3.08% of total number of issued shares before the cancellation)
April 30, 2024
1,177,700,200 shares

At the meeting of the Board of Directors held on May 10, 2024, Olympus Corporation resolved items related
to the repurchase of its own shares as provided for in Article 459 Section 1 of the Companies Act and Article
32 of Olympus Corporation’s Articles of Incorporation, as well as the cancellation of treasury shares asprovided for in Article 178 of the Companies Act.
(1) Reasons for the share repurchase and cancellation of treasury shares
To strengthen shareholder returns and to improve capital efficiency(2) Details of items related to the repurchase
1.

Class of shares:

2.

Total number of shares to be
repurchased:

4.

Total amount of shares to be
repurchased:
Repurchase period:

5.

Repurchase method:

3.

Common stock of Olympus Corporation
60,000,000 shares (maximum)(5.15% of total number of issued shares (excluding treasury
shares))¥100,000 million (maximum)
May 13, 2024 to December 31, 2024
Market purchase on the Tokyo Stock Exchange based on adiscretionary trading contract(3) Details of cancellation
1.

Class of shares:

Common stock of Olympus Corporation- 250 -

2.
3.

Number of shares to becancelled:
Date of cancellation:

All of the shares to be repurchased as stated in (2) above
January 31, 2025

(Transfer of orthopedic business)
On May 25, 2024, Olympus Corporation entered into a put option agreement with PTCJ-6O Holdings Inc.
and PTCJ-6F Holdings Inc. (special purpose companies established by Polaris Capital Group Co., Ltd.,
hereinafter collectively, the “Polaris Capital Group”), to transfer (hereinafter, the “Transfer”) Olympus
Terumo Biomaterials Corporation and FH Ortho SAS (hereinafter, the “FHO Group”), Olympus’s Orthopedic
Business Unit. Following the completion of the consultation of the relevant works council of the FHO Groupon this proposed transaction, which is compulsory under French law, Olympus Corporation may exercise such
put option and Olympus Corporation and the Polaris Capital Group will execute the Transfer pursuant to ashare purchase agreement. Completion is further subject to obtaining relevant regulatory approvals and othercustomary conditions.
(1) Reasons for transfer
Olympus Corporation is committed to strengthening its position as a global medtech company andrealizing Our Purpose of “Making people’s lives healthier, safer and more fulfilling.” On May 12, 2023,
Olympus Corporation announced its company strategy which is based on the three priorities of patient
safety and sustainability, innovation for growth, and productivity (hereinafter, the “Company Strategy”).
Based on this Company Strategy, Olympus Corporation is focusing on disease areas where it can makethe greatest contribution and increase its presence in important and long-term growth markets as a leading
company. These include the fields of GI, urology, and respiratory. To improve its focus on these key
areas, Olympus Corporation determined that the transfer of Olympus Terumo Biomaterials Corporationand the FHO Group to Polaris Capital Group is the best way to improve the corporate value of the
Olympus Group and to achieve organic and sustainable growth of the orthopedic business.
(2) Name of counterparty to the share transfer transaction
Polaris Capital Group(3) Date of the share transfer
July 2024 (to be scheduled)(4) Name and description of the business to be transferred
Name:
Description of business:

Orthopedic business (Olympus Terumo Biomaterials Corporation and FHOGroup)Developing, manufacturing, and selling of biomedical materials, such assynthetic bone filler, and orthopedic equipment(5) Number of shareholding ratio to be transferred and transfer priceAll shares of Olympus Terumo Biomaterials Corporation and FHO Group will be transferred.
The Transfer price is to be determined at the time of the share transfer and is not yet finalized at this time.

- 251 -

(2) Other Information
Quarterly information for the fiscal year ended March 31, 2024
(Cumulative period)

Three months

Six months

Nine months

Year-end

Revenue

207,723436,644675,714936,210

Profit (Loss) before tax

19,710(958)

33,01835,854

Profit attributable to owners ofparent240,560

216,296

235,212242,566

Basic earnings per share (yen)191.90173.81

191.59199.91(Accounting period)
Basic earnings (loss) per share(yen)First quarter

Second quarter

191.90(19.64)

Third quarter
15.84

Fourth quarter
6.28

Note: The Scientific Solutions Business has been classified as a discontinued operation from the fiscal year ended
March 31, 2023. Due to this, amount presented for revenue and profit before tax are the amounts fromcontinuing operations, excluding the discontinued operation.

- 252 -

2. Non-Consolidated Financial Statements and Other Notes(1) Non-Consolidated Financial Statements(i)

Non-Consolidated Balance Sheet
Olympus Corporation
As of March 31, 2024
(Millions of yen)
2023

2024

ASSETS
Current assets
Cash and deposits

4

Notes receivable
Accounts receivable
Finished goods

190,1052

3*2 59,690*2 67,070

39,52738,795Work in progress

1,080

1,465

Raw materials and supplies

46,88256,075

Short-term loans receivable*2 72,521*2 50,056

Other receivables*2 56,143*2 36,357–

23,344*2 10,805*2 6,698

Allowance for doubtful accounts(1,923)(897)

Total current assets

284,731469,071

Buildings

23,871

36,000

Structures

507

1,428

2,474

2,506

4

5

Tools, furniture and fixtures

6,114

7,914

Land

9,309

8,574

371

1,102

Construction in progress

8,185

1,231

Total property, plant and equipment

50,83558,760Patent right

134–

Software

3,628

3,008

Software in progress

1,982

2,617

8

41

5,752

5,666

Income taxes receivable
Other current assets

Fixed assets
Property, plant and equipment

Machinery and equipment
VehiclesLease assets

Intangible assets

Right of using facilities, etc.
Total intangible assets- 253 -

(Millions of yen)
2023

2024

Investments and other assets
Investment securities
Investment securities in subsidiaries andaffiliates
Investments in capital of subsidiaries andaffiliates
Prepaid pension expenses
Long-term accounts receivable-other*1 1,470*1 1,284

537,835

370,083

612

612

14,976

15,461*4 5,634*4 9,846

Deferred tax assets

69,929

11,198Other assets

8,725

17,521

Allowance for doubtful accounts*4 (6,897)*4 (4,577)

Total investments and other assets

632,284

421,428

688,871

485,854

973,602954,925

Accounts payable*2 42,810*2 35,448

Short-term borrowings*2 10,878–

Current portion of bonds payable

10,00020,000Current portion of long-term borrowings

40,00050,000

Lease liabilities

133

223

Other payable*2 , *3 7,525*2 , *3 9,127*2 27,333*2 34,406

67,38012,007*2 53,325*2 48,910

Total fixed assets
Total assets
LIABILITIESCurrent liabilities

Accrued expenses
Income taxes payable
Deposits received
Provision for product warranties

8

7Provision for business restructuring

183

55

Other current liabilities*2 224*2 123

Total current liabilities

259,799

210,306

Bonds

136,765

125,705

Long-term borrowings, less current maturities

155,000

105,000

246

859

25

29

3,350

–

Other non-current liabilities

108

114

Total non-current liabilities

295,494

231,707555,293442,013

Non-current liabilities

Lease liabilities
Long-term deposits received, less current
maturities
Provision for loss on business of subsidiaries andaffiliates

Total liabilities- 254 -

(Millions of yen)
2023

2024

NET ASSETS
Shareholders’ equity
Share capital

124,643

124,643

Legal capital surplus

91,06391,063

Total capital surplus

91,06391,063

Capital surplus

Retained earnings
Other retained earnings
Reserve for advanced depreciation

963

927

Retained earnings carried forward

232,887

401,625

233,850

402,552

Treasury shares(28,086)(102,017)

Total shareholders’ equity

421,470

516,241

236

311

Deferred gains or losses on hedges(3,676)(3,900)Total valuation and translation adjustments(3,440)(3,589)279

260

418,309

512,912

973,602954,925

Total retained earnings

Valuation and translation adjustments
Net unrealized holding gains (losses) on
available-for-sale securities, net of taxes

Subscription rights to shares
Total net assets
Total liabilities and net assets- 255 -

(ii) Non-Consolidated Statement of Income
Olympus Corporation
For the fiscal year ended March 31, 2024
(Millions of yen)
2023

2024

Revenue*1 380,014*1 379,373

Cost of sales*1 229,138*1 261,053

Gross profit

150,876

118,320*1 , *2 68,891*1 , *2 76,413

81,98541,907

Interest income*1 171*1 89

Dividends income*1 79,080*1 100,044

Others*1 5,876*1 4,850

85,127104,983*1 907*1 891

Selling, general and administrative expenses
Operating profit
Non-operating income

Total non-operating income
Non-operating expenses
Interest expenses
Interest on bonds
Foreign exchange losses
Commission for syndicate loan
Business structure improvement expenses
Quality-related expenses
Expenses related to the conclusion and cancellationof the share purchase agreement
OthersTotal non-operating expenses
Ordinary profit

665

643

4,241

1,317

6

5

5,312

161

598

2,605

–

2,528

*1 3,084*1 3,601

14,813

11,751

152,299

135,139

16,618238

Extraordinary income
Gain on sale of fixed assets
Gain on sales of investment securities

335

55

Gain on sale of shares of subsidiaries and associates–

248,667

Gain on liquidation of subsidiaries and affiliates

81–

Gain on extinguishment of tie-in shares

742

32

Income related to litigation

1

800

Total extraordinary income

17,777249,792

477

994

–

54

426

–

*3 3,350–*4 446*4 1,800

Extraordinary losses
Impairment losses
Loss on sales of investment securities
Loss on valuation of investments in subsidiaries andaffiliates
Provision for loss on business of subsidiaries andaffiliates
Extra payments for early retirements, etc.
Loss associated with cancellation of development

–

13

4,699

2,861

Profit before provision for income taxes

165,377

382,070

Income taxes, current

78,006*1 17,584

Total extraordinary losses- 256 -

2023
Income taxes for prior periods

2024–*5 12,007

Income taxes, deferred(42,967)

58,866

Total income taxes

35,03988,457

Profit130,338

293,613- 257 -

(iii) Non-Consolidated Statement of Changes in Net Assets
Olympus Corporation
For the fiscal year ended March 31, 2023
(Millions of yen)
Shareholders’ equity
Capital surplus
SharecapitalRetained earnings

Legal
capitalsurplus

OthercapitalsurplusTotal
capitalsurplus91,063–91,063

Other retained earnings

Total retained
earnings

Reserve foradvanceddepreciation

Retainedearnings carriedforward

1,047

187,443

188,490

Dividends from surplus(17,822)(17,822)

Profit130,338

130,338(67,156)(67,156)

(84)

84

–

Balance at April 1, 2022

124,643

Changes during the year

Share repurchase
Disposal of treasury
sharesCancellation oftreasury shares
Transfer from retained
earnings to capitalsurplus
Reversal of reserve foradvanced depreciation
Net changes in items
other thanshareholders’ equity
Net changes during theyear
Balance at March 31,
2023

(69)

(69)

(67,087)(67,087)

67,156

67,156

–

–

–

–

(84)

45,44445,360124,643

91,063–91,063963

232,887

233,850- 258 -

Shareholders’ equity

Balance at April 1, 2022

Valuation and translation adjustments

TreasurysharesTotalshareholders’equityNet unrealized
holding gains(losses) on
available-forsale securities,
net of taxes

Deferred
gains orlosses onhedgesTotalvaluationandtranslation
adjustments

Subscription
rights tosharesTotal net
assets(45,589)358,607529(2,303)(1,774)396

357,229

Changes during the year
Dividends from surplus(17,822)(17,822)

Profit130,338

130,338(50,003)(50,003)(50,003)

419

350

67,087

–

–

–

–

–

–

Share repurchase
Disposal of treasury
sharesCancellation of treasury
sharesTransfer from retained
earnings to capitalsurplus
Reversal of reserve foradvanced depreciation
Net changes in items
other than shareholders’equity

(117)

(293)

(1,373)(1,666)233(1,666)

Net changes during theyear

17,50362,863(293)(1,373)(1,666)(117)

61,080

Balance at March 31,
2023(28,086)

421,470236(3,676)(3,440)279

418,309- 259 -

For the fiscal year ended March 31, 2024
(Millions of yen)
Shareholders’ equity
Capital surplus
SharecapitalRetained earnings

Legal
capitalsurplus

OthercapitalsurplusTotal
capitalsurplus91,063–91,063

Other retained earnings

Total retained
earnings

Reserve foradvanceddepreciation

Retainedearnings carriedforward963

232,887

233,850Dividends from surplus(20,057)(20,057)

Profit293,613

293,613(104,854)(104,854)

(36)

36

–

Balance at April 1, 2023

124,643

Changes during the year

Share repurchase
Disposal of treasury
sharesCancellation oftreasury shares
Transfer from retained
earnings to capitalsurplus
Reversal of reserve foradvanced depreciation
Net changes in items
other thanshareholders’ equity
Net changes during theyear
Balance at March 31,
2024

(59)

(59)

(104,795)(104,795)

104,854

104,854

–

–

–

–

(36)

168,738

168,702124,643

91,063–91,063927

401,625

402,552- 260 -

Shareholders’ equity

Balance at April 1, 2023

Valuation and translation adjustments

TreasurysharesTotal shareholders’equityNet unrealized
holding gains(losses) on
available-forsale securities,
net of taxes

Deferred
gains orlosses onhedgesTotalvaluationandtranslation
adjustments

Subscription
rights tosharesTotal net
assets(28,086)

421,470236(3,676)(3,440)279

418,309

Changes during the year
Dividends from surplus(20,057)(20,057)

Profit293,613

293,613(180,002)(180,002)(180,002)

1,276

1,217

104,795

–

–

–

–

–

–

Share repurchase
Disposal of treasury
sharesCancellation of treasury
sharesTransfer from retained
earnings to capitalsurplus
Reversal of reserve foradvanced depreciation
Net changes in items
other than shareholders’equity

(19)

75

(224)

(149)

1,198

(149)

Net changes during theyear(73,931)

94,771

75

(224)

(149)

(19)

94,603

Balance at March 31,
2024(102,017)

516,241311(3,900)(3,589)260

512,912- 261 -

Notes to the Non-Consolidated Financial Statements
Olympus Corporation(Significant accounting policies)
1. Asset Valuation Principles and Method(1) Securities(i)

Held-to-maturity securities

Amortized cost method(ii) Investment securities in subsidiaries and affiliates

Cost method based on the moving-averagemethod(iii) Available-for-sale securities
Items other than shares, etc. that do not have a market priceMarket value method(the net unrealized gains and losses on these securities are reported
as a separate component of net assets, and the cost of sales iscalculated by the moving average method)
Shares, etc. that do not have a market price Cost method based on the moving-average method
Contributions to limited liability partnerships engaged ininvestment business and similar partnerships (contributions
deemed as securities as per Article 2, Paragraph 2 of the Financial
Instruments and Exchange Act) are reported using a method thattreats the amount (net) equivalent to the equity ownership portion
based on the latest available financial statements depending on thereporting date stipulated in the partnership agreement.
(2) Claims and liabilities from derivatives transactions(3) Inventories

Market value method

Reported using the moving-average method (for the value stated in the balance sheet, thebook value is written down based on the decreased profitability)

2. Depreciation and Amortization Method for Fixed Assets(1) Property, plant and equipment (excluding lease assets)(i)

Vehicles, tools and fixtures

Straight-line method

Based on useful lives as per the Corporation Tax Act(ii) Other property, plant and equipment(2) Intangible assets (excluding lease assets)

Based on useful lives prescribed by Olympus Corporation
determined in accordance with estimated functional useful
years
Straight-line method

Based on useful lives as per the Corporation Tax Act Software for internal use is reported using theusable period within Olympus Corporation (3 to 5 years).
(3) Lease assets
Finance lease assets not involving the transfer of ownership
Calculated on the straight-line method over the lease period as the useful lives and assuming no residual
value.
3. Accounting Principles for Allowances and Provisions(1) Allowance for doubtful accounts
To provide for losses due to unrecoverable claims such as accounts receivable and loans receivable,
ordinary claims are accounted using the historical loan loss ratio and doubtful and other specified claims
are reported in amounts expected to be unrecoverable considering the recoverability of each claim
separately.
- 262 -

(2) Provision for product warranties
Due to the accounting of after-sales service cost expected within Olympus Corporation’s guarantee periodwith respect to products sold, the provision for product warranties is accounted using the prescribedCompany’s standards based on actually incurred past after-sales service cost.
(3) Provision for retirement benefits
To provide for retirement benefit payments to employees, the cost recognized as occurring at the end of
the current fiscal year is accounted based on the projected retirement benefit obligation and plan assets asof the end of the current fiscal year.
Pertaining to past service cost, the pro-rata amount calculated using a fixed number of years (5 years)
within the average remaining service period of employees at the time of occurrence of such past service
liabilities is accounted as an expense.
Pertaining to the actuarial gain or loss, the pro-rata amount calculated using a fixed number of years (5years) within the average remaining service period of employees at the time of occurrence of suchactuarial gain or loss is accounted as an expense starting from the following fiscal year.
(4) Provision for loss on business of subsidiaries and affiliates
To provide for losses arising from business of subsidiaries and affiliates, an estimated amount to be borne
by Olympus Corporation related to excessive liabilities is accounted, taking into account the financial
conditions of the subsidiaries and affiliates.
(5) Provision for business restructuring
To provide for expenses arising from business restructuring, the expected amount of these expenses isaccounted.

4. Accounting Principles for Revenue and Expenses
The Olympus Group is principally engaged in the sales of products of Endoscopic Solutions Business andTherapeutic Solutions Business.
Endoscopic Solutions Business
The Endoscopic Solutions Business sells medical devices, including gastrointestinal endoscopes and surgicalendoscopes, as well as provides medical services such as repair for these products, to customers who areprimarily the Group companies.
Regarding the sale of products by the Endoscopic Solutions Business, when control over products istransferred to a customer—at the time Olympus Corporation delivers the products to the customer—the legal
title to the products and physical possession of the products, and significant risks and rewards of ownership of
the products are transferred to the customer; then Olympus Corporation obtains the right to receive paymentsfrom the customer. At that point, Olympus Corporation recognizes the revenue. For repair of products,
revenue is recognized at the point when service provision satisfying a performance obligation is completed.
The revenue from these transactions is measured in transaction prices related to the contract with thecustomer. Olympus Corporation receives a consideration for a transaction primarily within a year aftersatisfaction of performance obligations, and the consideration does not include a significant financial
component.
Therapeutic Solutions Business
The Therapeutic Solution Business sells medical devices, including GI-Endotherapy, urology products,
respiratory products, energy devices, ENT products, and gynecology products, to customers who areprimarily the group companies.
Regarding the sale of products by the Therapeutic Solutions Business, when control over products istransferred to a customer—at the time Olympus Corporation delivers the products to the customer—the legal
title to the products and physical possession of the products, and significant risks and rewards of ownership of
the products are transferred to the customer; then Olympus Corporation obtains the right to receive payments- 263 -

from the customer. At that point, Olympus Corporation recognizes the revenue. The revenue from the sale ofproducts is measured in transaction prices related to the contract with the customer. Olympus Corporation
receives a consideration for a transaction primarily within a year after satisfaction of performance obligations,and the consideration does not include a significant financial component.

5. Other Important Items that Form the Basis for Preparing Non-consolidated Financial Statements(1) Treatment method for important deferred assets
Stock issuance expense and bond issuance expense: Total expense recorded at the time of occurrence(2) Hedge accounting methods(i)

Hedge accounting methods
The deferred hedge treatment method is used. Foreign currency-denominated accounts receivableand foreign currency-denominated accounts receivable-other under foreign exchange forward
contracts are accounted for upon translation at the foreign exchange rate stipulated in the contracts.
Pertaining to interest rate swaps, requirements for special treatment are satisfied, therefore a special
treatment is used.

(ii) Hedging instruments and hedged items
Hedging instruments: Foreign exchange forward contracts, interest rate swap contracts, interest ratecurrency swap contracts
Hedged items: Forecasted transactions for foreign currency-denominated accounts receivable,borrowings, foreign-currency denominated bonds, foreign- currency denominated bond interests,
foreign-currency deposits, foreign currency-denominated accounts receivable-other(iii) Hedging policy
Foreign exchange rate fluctuation risk and interest rate fluctuation risk are hedged based on internal
regulations that stipulate authorization relating to derivatives and transaction limits.
(iv) Method of assessing hedge effectivenessThe effectiveness is assessed by checking whether there exists a high correlation among the value
fluctuations of hedged items, the cash flow and hedging instruments.

(Significant accounting estimates)
In preparing non-consolidated financial statements, the management is required to make judgments,
estimates and assumptions that affect the adoption of accounting policies and the amounts of assets,
liabilities, revenues and expenses. Actual results may differ from such estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis and the effect isrecognized in the period in which the estimates are revised and in future periods.
Information regarding accounting estimates and assumptions that may have material impacts on the
non-consolidated financial statements is as follows.
1. Valuation of inventories
Inventories are measured at cost. However, if net realizable value falls below the cost as of the end of thereporting period, inventories are measured at the net realizable value and any difference is recognized in costof sales in principle.
For unsold inventories that remain outside the operating cycle, the net realizable value, etc. is calculated byreflecting future demand and market trends. If the net realizable value decreased significantly due to a worse
than expected market environment, losses may be incurred.
- 264 -

(Millions of yen)
2023
Inventories

2024
87,48996,335

2. Impairment of fixed assets
For property, plant and equipment and intangible assets for which there are indications that the asset or asset
group may be impaired at the end of the fiscal year, in the event the total undiscounted future cash flows fromthe asset or asset group will be less than the carrying amount, Olympus Corporation records an impairment
loss by reducing the carrying amount down to the recoverable amount.
In the recognition and measurement of impairment loss, assumptions are made regarding future cash flows,
discount rates, etc.
These assumptions are determined based on management’s best estimates and judgment. However, they may
be affected by the results of changes in uncertain future economic conditions, and if they require revision,
they may have a significant impact on the non-consolidated financial statements.
(Millions of yen)
2023

2024

Property, plant and equipment

50,83558,760Intangible assets

5,752

5,666

Impairment losses

477

994

3. Contingent liabilities
Contingencies are disclosed when an item could have a significant impact on future operations, taking into
account all available evidence at the reporting date and considering the likelihood and monetary impact of theevent.
4. Measurement of retirement benefit obligations
For retirement benefit plans, the net value of the retirement benefit obligations and the fair value of pension
assets and unrecognized items such as actuarial gains and losses is recognized as either liabilities or assets.
Retirement benefit obligations are calculated based on the same types of assumptions used in the actuarial
calculation, which include estimates of the discount rate, retirement rate, mortality rate, and the rate ofcompensation increase. These assumptions are established by comprehensively judging a variety of available
information, including market trends, such as interest rate changes.
Uncertain future economic conditions or changes in social conditions may affect the assumptions used in theactuarial calculation. Accordingly, there are risks that such changes could result in significant adjustments tothe measurements of retirement benefit obligations in future accounting periods.
(Millions of yen)2023
Prepaid pension expenses

2024
14,976

15,461

5. Recoverability of deferred tax assets
Deferred tax assets are recognized to the extent that it is probable that taxable income will be available against
which deductible temporary differences, etc. can be utilized.
- 265 -

Judgements on the likelihood that taxable income will be available are made based on the timing and amountof taxable income estimated based on the business plans including assumptions of the growth rate andoperating profit ratio.
These estimates are determined based on management’s best estimates. However, they may be affected by the
results of changes in uncertain future economic conditions and the actual results may differ from these
forecasts.
(Millions of yen)
2023

2024

Net deferred tax assets

69,929

11,198Deferred tax assets before offsetting with deferred tax
liabilities

75,157

17,261- 266 -

(Additional information)(Other receivables and long-term accounts receivable-other)
Effective March 7, 2024, Olympus Corporation reached an agreement with the former shareholders of South
Korean medical device manufacturer Taewoong Medical Co., Ltd. (hereinafter, “Taewoong Medical”) to
rescind the definitive agreement to acquire shares concluded on February 24, 2023. Following thecancellation of the share purchase agreement, Olympus Corporation recorded ¥6,056 million in “Other
receivables” and ¥6,697 million in “Long-term accounts receivable-other.”- 267 -

(Non-consolidated balance sheet)*1

Investment securities
The breakdown of investment securities as of March 31, 2023 and 2024 was as follows:(Millions of yen)
2023

2024

Cross-holdings of securities

*2

1,470

1,284

Monetary claims and monetary liabilities to subsidiaries and affiliates(Millions of yen)
2023

2024

Short-term monetary claims

186,767

141,381

Short-term monetary liabilities

106,644

88,901*3

Unpaid amount of trade payables transferred by factoring method(Millions of yen)
2023

2024
2,194

*4

2,555

The following amount of allowance for doubtful accounts is the amount expected to be unrecoverablewith respect to commission fees related to Receiver Funds, and is included as an excess amount in“Long-term accounts receivable-other” under Investments and other assets. Although these fees were
paid to the external partners of multiple Receiver Funds, Olympus Corporation has requested payment
from these external partners of Receiver Funds because the fees were not agreed upon, and part of theamount was recovered during the fiscal year under review.
(Millions of yen)
2023

2024
5,634

5.

3,149

Contingent liabilities(Millions of yen)
2023

2024

Liabilities for guarantees

3,019

3,612

(Contracted guarantees to subsidiaries and affiliates, etc.)

3,019

3,612

6.

Discounted trade notes receivable(Millions of yen)
2023

Discounted trade notes receivable

2024
15

- 268 -–

(Non-consolidated statement of income)*1

Amounts related to transactions with subsidiaries and affiliates(Millions of yen)
2023

2024

Amounts resulting from business transactions
Revenue

373,955

372,695

Net purchases

250,443

267,252

Other business transactions

29,57934,23782,884

107,300

Amount resulting from non-business transactions*2

Major expense items and amounts of selling, general and administrative expenses for the fiscal years
ended March 31, 2023 and 2024 were as follows:
The approximate ratio of selling expenses of selling, general and administrative expenses is 7% and 7%
for the fiscal years ended March 31, 2023 and 2024, respectively.
(Millions of yen)
2023

2024

Outsourcing expenses

27,12936,869

Salaries and allowances

15,596

17,969Bonuses

7,841

7,364

721

1,326

Experimental research cost

4,118

829

Depreciation

5,007

5,568

Deductions, etc.

(19,506)(21,856)

Retirement benefit cost

Note: Deductions, etc. are deductions for actual expenses reimbursed to subsidiaries and affiliates such as outsourced
administrative services (composite expenses), etc., and they are deductible items from personnel expenses and business
expenses.

*3

Provision for loss on business of subsidiaries and affiliates
Fiscal year ended March 31, 2023
Nagano Olympus Co., Ltd., a consolidated subsidiary of Olympus Corporation, had excessive liabilities
as a result of processes accompanying the transfer of the Scientific Solutions Business. Provision for loss
on business of subsidiaries and affiliates of ¥3,350 million is a loss against an estimated amount to beborne by Olympus Corporation related to such excessive liabilities.

*4

Extra payments for early retirements, etc.
“Extra payments for early retirements, etc.” are expenses incurred in the provision of special additional
payment and re-employment support through career support system for external opportunity implemented
by Olympus Corporation and subsidiaries and affiliates.
(Millions of yen)
2023

Extra payments for early retirements, etc.

2024
446

- 269 -

1,800

*5

Income taxes for prior periods
Fiscal year ended March 31, 2024
Due to a disagreement with the Tokyo Regional Taxation Bureau regarding a prior year tax return,Olympus Corporation evaluated the possibility of an additional income tax payment and recorded theestimated amount as prior year income taxes.
(Securities)

Investment securities in subsidiaries and affiliates
As of March 31, 2023
Amount of shares, etc. that do not have a market price(Millions of yen)
2024

Category
Investment securities in subsidiaries
Investment securities in affiliates

537,835
0

As of March 31, 2024
Amount of shares, etc. that do not have a market priceCategory(Millions of yen)2024

Investment securities in subsidiaries
Investment securities in affiliates

370,0830- 270 -(Tax effect accounting)1.

Breakdown of deferred tax assets and liabilities by main cause as of March 31, 2023 and 2024
(Millions of yen)
2023

2024

Deferred tax assets
Inventories

3,167

2,910

Prepaid expenses
Accrued bonuses

3,611

2,863

1,635

1,528

Property, plant and equipment

3,478

3,786

Intangible assets

2,546

2,922

Investment securities
Investment securities in subsidiaries and affiliates

1,339

1,315

108,91332,519Allowance for doubtful accounts
Deferred gains or losses on hedges

2,701

1,676

1,623

1,721

Other

6,265

3,125

135,278

54,365(60,121)(37,104)

Subtotal of valuation allowances(60,121)(37,104)

Total deferred tax assets

75,157

17,261

(51)

(54)

(425)

(409)

(4,585)(4,734)

(167)

(866)

Total deferred tax liabilities(5,228)(6,063)Net deferred tax assets

69,929

11,198Subtotal of deferred tax assets
Valuation allowance related to total deductible temporary
differences

Deferred tax liabilities
Net unrealized holding gains (losses) on available-for-salesecurities, net of taxes
Reserve for advanced depreciation
Prepaid pension expenses
Other

2.

Breakdown of major items when there are significant differences between the effective statutory tax rate
and the actual tax rate of income taxes after the application of tax effect accounting, which have causedsuch difference2023

Effective statutory tax rate

2024
30.6%

30.6%

0.6

0.2

Non-taxable income, such as dividend income(17.5)(8.2)

Tax credit for experimental research cost and others

(0.9)

(0.1)

Increase (decrease) in valuation allowances

(0.6)

0.5

Effects of organizational restructuring

8.4

(2.8)

–

3.1

0.6

(0.1)

21.2%

23.2%

(Adjustment)
Non-deductible expense, such as entertainment expenses

Income taxes for prior periods
Other
Actual tax rate of corporate income taxes after the application oftax effect accounting- 271 -

3.

Accounting treatment of corporate and local income taxes or tax effect accounting related thereto
Olympus Corporation adopts the group tax sharing system and follows the “Practical Solution on the
Accounting and Disclosure Under the Group Tax Sharing System” (PITF No. 42; August 12, 2021) for
accounting treatment and disclosure of corporate income taxes, local corporate income taxes, and tax
effect accounting related thereto.
(Business combinations)Fiscal year ended March 31, 2023
(Transfer of Scientific Solutions Business through company split)
Olympus Corporation transferred its Scientific Solutions Business through an absorption-type company split(hereinafter the “Company Split”), to Evident Corporation, which is a newly established wholly owned
subsidiary of Olympus (hereinafter the “Evident”) on April 1, 2022.
(1) Overview of transaction(i)Names and description of businesses subject to transaction
Names of businesses

Scientific Solutions Business

Description of business Business related to the development, manufacturing, sales and provision ofsolutions for biological microscopes, industrial microscopes, industrial endoscopes, non-destructive
testing equipment, X-ray analyzers, etc.
Total assets¥16,761 million

Liabilities¥2,269 million

Net assets¥14,492 million(ii) Effective date of company split
April 1, 2022(iii) Legal form of business combination
Absorption-type split in which Olympus Corporation becomes the absorption-type split company
and Evident becomes the absorption-type split successor company(iv) Name of the company after the combination
Evident Corporation(2) Description of transaction including purpose of the transaction
As a truly global medical technology company, Olympus Corporation announced its corporate strategy
for achieving sustainable growth (hereinafter “Corporate Strategy”) on November 6, 2019. Based on thisCorporate Strategy, we are allocating management resources to the medical field, mainly in Endoscopic
Solutions Business and Therapeutic Solutions Business, and we are working to strengthen ourmanagement base in order to achieve sustainable growth. Under these circumstances, we have been
carefully analyzing and considering the reorganization of the Scientific Solutions Business, taking all
options into consideration including a possible subsequent business transfer after Olympus Corporation
Split, in order to achieve sustainable growth and profitability improvement of the Scientific Solutions
Business. As a result, we decided to spin off the Scientific Solutions Business after it was judged that
establishing a management structure that matches the characteristics of each business in the medical field
centered on the above two businesses and Scientific Solutions Business will accelerate efforts to achievesustainable growth and improve profitability of each and contribute to the enhancement of corporate
value of the entire Group. As of April 1, 2022, we have completed the reorganization, in which our newly
established wholly owned subsidiary, Evident Corporation takes over the Scientific Solutions Business.

- 272 -

(3) Outline of accounting treatment applied
These transactions were treated as transactions under common control in accordance with the AccountingStandard for Business Combinations (ASBJ Statement No. 21, January 16, 2019) and Guidance on
Accounting Standard for Business Combinations and Business Divestitures (ASBJ Guidance No. 10,
January 16, 2019).
(Absorption-type merger for a wholly owned subsidiary)
Olympus Corporation implemented an absorption-type merger (hereinafter “the Merger”) with consolidated
subsidiary, Olympus Logitex Co., Ltd. (hereinafter “Olympus Logitex”), effective from April 1, 2022.
(1) Overview of transaction(i)

Description of businesses subject to transaction
Description of business Storing, shipping and logistics planning of Olympus Group products
Total assets¥849 million

Liabilities¥86 million

Net assets¥763 million(ii) Effective date of merger
April 1, 2022(iii) Legal form of business combination
As an absorption-type merger (simplified and short-form) with Olympus Corporation acting as thesurviving company and Olympus Logitex to be absorbed and merged. As a result, Olympus Logitex
has been dissolved.
(iv) Name of the company after the combination
Olympus Corporation(2) Description of transaction including purpose of the transaction
In order to improve operations and improve business performance and organizational soundness, we areworking on the company-wide cross-functional corporate transformation plan “Transform Olympus,” andin one of its priority measures, “End-to-End (E2E) Supply Chain Transformation,” we aim to build an
E2E supply chain that integrates everything from parts procurement to delivery to customers, improving
customer satisfaction and business agility, improving cost efficiency, and optimizing inventory. As part ofthis End-to-End supply chain transformation, we integrated Olympus Logitex, which is responsible forstorage and warehousing functions for Olympus Group products and distribution functions to dealers andcustomers in Japan and overseas, into our supply chain management section, which is responsible for the
supply chain strategy planning function of the entire Group, and the merger has been conducted with theaim of strengthening the ability to propose logistics solutions and strengthening cooperation with global
procurement, manufacturing, and sales functions.
(3) Outline of accounting treatment applied
These transactions were treated as transactions under common control in accordance with the AccountingStandard for Business Combinations (ASBJ Statement No. 21, January 16, 2019) and Guidance on
Accounting Standard for Business Combinations and Business Divestitures (ASBJ Guidance No. 10,
January 16, 2019). As a result of this merger, ¥742 million was recorded in “Gain on extinguishment of
tie-in shares.”- 273 -

Fiscal year ended March 31, 2024
(Transfer of Scientific Solutions Business)
On August 29, 2022, Olympus Corporation concluded a share transfer agreement related to the transfer of
Scientific Solutions Business of the Olympus Group with K.K. BCJ-66, a special purpose company indirectly
owned by funds advised by Bain Capital, and completed the transfer on April 3, 2023.
(1) Reasons for transfer
As a truly global medical technology company, Olympus Corporation announced its corporate strategy
for achieving sustainable growth (hereinafter “Corporate Strategy”) on November 6, 2019. Based on thisCorporate Strategy, we are aggressively allocating management resources to the medical field, mainly inEndoscopic Solutions Business and Therapeutic Solutions Business, and we are working to strengthen ourmanagement base in order to achieve sustainable growth. Under such circumstances, Olympus
Corporation transferred its Science Solutions business, which had different business characteristics to the
medical field, to Evident Corporation (hereinafter “Evident”). We focused on enhancing corporate value
for the entire Olympus Group by establishing management systems that were complementary to therespective business characteristics, while proceeding with the task of examining all options, including thetransfer of the shares of Evident. As a result of such examination, we reached the conclusion that basedon the Corporate Strategy, the optimal path for enhancing corporate value of the Olympus Group andrealizing autonomous and sustainable growth for the Science Solutions Business was to transfer all sharesof Evident to Bain Capital.
(2) Name of counterparty to the share transfer transaction
K.K. BCJ-66(3) Date of the share transfer
April 3, 2023
(4) Name and business description of the consolidated subsidiary to be transferred and details of transactions
with Olympus Corporation
Name:
Description of business:
Details of transactions with
Olympus Corporation:

Evident Corporation
Business related to the development, manufacturing and sale, provision ofsolutions, and other activities dealing with biological microscopes,
industrial microscopes, industrial endoscopes, non-destructive testing
equipment, X-ray analyzers, etc.
Financing support(5) Number of shares to be transferred, transfer price, gain or loss on transfer and shareholding ratio after
the transfer
Number of shares held before
100 shares (shareholding ratio: 100%)transfer:
Number of shares to be
100 shares(ii)
transferred:
Number of shares held after(iii)- shares (shareholding ratio: -%)transfer:(iv) Transfer price:¥427,674 million
In the fiscal year ended March 31, 2024, gain on sale from the transfer of the subsidiary’s shares of¥247,264 million is recorded as “Gain on sale of shares of subsidiaries and affiliates.”(i)- 274 -

(Subsidiary share transfer)
At a meeting of the Board of Directors held on February 10, 2023, Olympus Corporation resolved the transfer
of all shares of our consolidated subsidiary TmediX Corporation (TmediX) to our consolidated subsidiary
Olympus Marketing, Inc. (Olympus Marketing), and completed the transfer on April 3, 2023.
(1) Reasons for transfer
Toward achievement of strategic aspiration, Olympus Corporation needs to strengthen the foundation ofsales functions in the Japan region, further improve profitability, and reform the makeup, and as part ofthese efforts, launched Olympus Marketing as a sales function of the medical business in the Japan regionin October 2021. In developing business plans and calculating business results, accounting collaboration(consolidation) with TmediX, which was engaged in a sales function in the Japan region along with
Olympus Marketing, was important, and therefore, it is necessary to improve the accuracy of consolidated
accounting of the two companies and visualize their figures in a domestic sales function to makeappropriate decisions in a speedy manner, looking at both companies with a bird’s-eye view.
Furthermore, collaboration of both companies is also important from aspects of ensuring consistent
governance as a sales function and optimizing the use of resources of both companies, and we set up areview task force in June 2022 and reached a conclusion that making TmediX a subsidiary of Olympus
Marketing is the most appropriate for strengthening collaboration between both companies.
(2) Name of counterparty to the share transfer transaction
Olympus Marketing, Inc.
(3) Date of the share transfer
April 3, 2023
(4) Name and business description of the consolidated subsidiary to be transferred and details of transactions
with Olympus Corporation
Name:
Description of business:
Details of transactions with
Olympus Corporation:

TmediX Corporation
Lease of products of the Endoscopic Solutions Business
Sales of Olympus Corporation’s products(5) Number of shares to be transferred, transfer price, gain or loss on transfer and shareholding ratio after
the transfer
Number of shares held before
1,000 shares (shareholding ratio: 100%)transfer:
Number of shares to be
1,000 shares(ii)
transferred:
Number of shares held after- shares (shareholding ratio: -%)(iii)
transfer:(iv) Transfer price:¥1,529 million
In the fiscal year ended March 31, 2024, gain on sale from the transfer of the subsidiary’s shares of¥1,403 million is recorded as “Gain on sale of shares of subsidiaries and affiliates.”(i)(Significant subsequent events)(Share repurchase and cancellation of treasury shares)
At a meeting of the Board of Directors held on November 9, 2023, Olympus Corporation resolved to cancel
treasury shares as provided for in Article 178 of the Companies Act, and cancelled the treasury shares on April
30, 2024.

- 275 -

(1) Details of cancellation
1.
2.
3.
4.

Class of shares:
Number of shares to becancelled:
Date of cancellation:
Total number of issued shares
after cancellation:

Common stock of Olympus Corporation
37,446,500 shares(3.08% of total number of issued shares before the cancellation)
April 30, 2024
1,177,700,200 shares

At a meeting of the Board of Directors held on May 10, 2024, Olympus Corporation resolved items related to
the repurchase of its own shares as provided for in Article 459 Section 1 of the Companies Act and Article 32 of
Olympus Corporation’s Articles of Incorporation, as well as the cancellation of treasury shares as provided forin Article 178 of the Companies Act.
(1) Reasons for the share repurchase and cancellation of treasury shares
To strengthen shareholder returns and to improve capital efficiency(2) Details of items related to the repurchase
1.

Class of shares:

2.

Total number of shares to be
repurchased:

4.

Total amount of shares to be
repurchased:
Repurchase period:

5.

Repurchase method:

3.

Common stock of Olympus Corporation
60,000,000 shares (maximum)(5.15% of total number of issued shares (excluding treasury
shares))¥100,000 million (maximum)
May 13, 2024 to December 31, 2024
Market purchase on the Tokyo Stock Exchange based on adiscretionary trading contract(3) Details of cancellation
1.
2.
3.

Class of shares:
Number of shares to becancelled:
Date of cancellation:

Common stock of Olympus Corporation
All of the shares to be repurchased as stated in (2) above
January 31, 2025

(Transfer of orthopedic business)
On May 25, 2024, Olympus Corporation entered into a put option agreement with PTCJ-6O Holdings Inc. and
PTCJ-6F Holdings Inc. (special purpose companies established by Polaris Capital Group Co., Ltd., hereinaftercollectively, the “Polaris Capital Group”), to transfer (hereinafter, the “Transfer”) Olympus Terumo
Biomaterials Corporation and FH Ortho SAS (hereinafter, the “FHO Group”), Olympus’s Orthopedic Business
Unit. Following the completion of the consultation of the relevant works council of the FHO Group on this
proposed transaction, which is compulsory under French law, Olympus Corporation may exercise such put
option and Olympus Corporation and the Polaris Capital Group will execute the Transfer pursuant to a sharepurchase agreement. Completion is further subject to obtaining relevant regulatory approvals and othercustomary conditions. In addition, Olympus Corporation will transfer all of its shares of Olympus Terumo
Biomaterials Corporation.
(1) Reasons for transfer
Olympus Corporation is committed to strengthening its position as a global medtech company and realizing
Our Purpose of “Making people’s lives healthier, safer and more fulfilling.” On May 12, 2023, Olympus
Corporation announced its company strategy which is based on the three priorities of patient safety andsustainability, innovation for growth, and productivity (hereinafter, the “Company Strategy”). Based on thisCompany Strategy, Olympus Corporation is focusing on disease areas where it can make the greatest- 276 -

contribution and increase its presence in important and long-term growth markets as a leading company.
These include the fields of GI, urology, and respiratory. To improve its focus on these key areas, Olympus
Corporation determined that the transfer of Olympus Terumo Biomaterials Corporation and the FHO Groupto Polaris Capital Group is the best way to improve the corporate value of the Olympus Group and toachieve organic and sustainable growth of the orthopedic business.
(2) Name of counterparty to the share transfer transaction
Polaris Capital Group(3) Date of the share transfer
July 2024 (to be scheduled)(4) Name and business description of the consolidated subsidiary to be transferred and details of transactions
with Olympus Corporation
Name:
Description of business:
Details of transactions with
Olympus Corporation:

Olympus Terumo Biomaterials Corporation
Developing, manufacturing, and selling of biomedical materials,
such as synthetic bone filler, and orthopedic equipment
Financing support(5) Number of shares to be transferred, transfer price, gain or loss on transfer and shareholding ratio after
the transfer
Number of shares held before
transfer:
Number of shares to be(ii)transferred:
Number of shares held after(iii)
transfer:(i)(iv) Transfer price:

192,000 shares (shareholding ratio: 95.7%)
192,000 shares- shares (shareholding ratio: -%)The Transfer price is to be determined at the time of the sharetransfer and is not yet finalized at this time.

- 277 -

(iv)Supplementary Schedules
Property, Plant and Equipment Schedule(Millions of yen)

Category

Class of assets

Intangible
assetsBalance at
March 31,2024

Depreciation
Cumulative
amountBuildings

23,871

17,804

2,297
(396)

3,378

36,00050,837Structures

507

1,047

8
(1)

118

1,428

3,060

2,474

696

57
(6)

607

2,506

5,520

4

3

1

1

5

54

Tools, furnitureand fixtures

6,114

3,480

244
(106)

1,436

7,914

20,115

Land

9,309

16

751
(485)

–

8,574

–

Lease assets

371

910

2

177

1,102

404

Construction inprogress

8,185

10,563

17,517

–

1,231

–

Total

50,83534,51920,877
(994)

5,717

58,76079,990Software

3,628

919

0

1,539

3,008

–

Software in
progress

1,982

1,514

879

–

2,617

–

Right of using
facilities, etc.

8

34

–

1

41

–

Patent right

134

–

–

134

–

–

Total

5,752

2,467

879

1,674

5,666

–

Machinery andequipment
Property,plant andequipment

Decrease
Amortization
Balance at Increase during
the yearduring the year during the year
April 1, 2023

VehiclesNotes: 1. The amount in parentheses in “Decrease during the year” column is included in the total amount and indicates the amountof impairment losses recorded for the fiscal year ended March 31, 2024.
2. Major items of increase during the year were as follows:
Renewal of Hachioji Facility(Buildings)¥6,580 million(Construction in progress)¥2,947 million(Tools, furniture and fixtures)¥1,104 million
Renewal of Nagano Facility(Buildings)¥8,457 million(Construction in progress)¥7,089 million(Structures)¥944 million(Machinery and equipment)¥370 million(Tools, furniture and fixtures)¥247 million
3. Major items of decrease during the year were as follows:
Sale to a subsidiary of the Mishima Plant (Buildings)¥1,415 million(Land)¥261 million
Removal of an extra high-voltage substation in the Ishikawa Facility(Buildings)¥392 million
Disposal related to the renewal of the Hachioji Facility(Buildings)¥187 million(Tools, furniture and fixtures)¥97 million- 278 -

Provisions Schedule(Millions of yen)Account
Allowance for doubtful
accounts
Provision for productwarranties
Provision for businessrestructuring
Provision for loss on businessof subsidiaries and affiliates
Notes:

Balance at April 1,
2023

Increase during theyear

Decrease during theyear

Balance at March 31,
2024

8,820

168

3,514

5,474

8

7

8

7

183

10

138

55

3,350

–

3,350

–

1. Major items of decrease in Allowance for doubtful accounts during the year were as follows:
Reversal of provision incurred from part of the fees recovered from the external partners of Receiver Funds, as well as
reduction of values of claims resulting from a review of recoverability assessment of claims in line with the terminationof a series of lawsuits¥2,485 million
Reversal of provision in line with recovery of financial condition of Sony Olympus Medical Solutions Inc.
¥1,024 million
2. Major items of decrease in Provision for loss on business of subsidiaries and affiliates during the year were as follows:
Reversal of provision in line with recovery of financial condition of Nagano Olympus Co., Ltd. ¥3,350 million(2) Details of Major Assets and Liabilities
Olympus Corporation omits a description concerning details of major assets and liabilities due topreparation of consolidated financial statements.

(3) Other Information
No items to report- 279 -

VI.

Outline of Share-Related Administration of Reporting Company

Fiscal year

From April 1 to March 31

General Meeting of Shareholders

June

Record date

March 31

Record date for distribution of
surplus

September 30 and March 31

The number of shares constituting
one unit

100 shares

Purchase of shares less than one unit
Handling officeTransfer Agent for common stock
Transfer office
Purchase fee

1-4-1 Marunouchi, Chiyoda-ku, Tokyo, Japan
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Department
1-4-1 Marunouchi, Chiyoda-ku, Tokyo, Japan
Sumitomo Mitsui Trust Bank, Limited–
Free

Method of public notice

The method of public notice of Olympus Corporation shall be by electronic public notice.
However, in the event that electronic public notice becomes impossible due to unavoidable
circumstances, announcements will be published in the Nihon Keizai Shimbun.
Electronic public notices are posted on Olympus Corporation’s website, which may beaccessed with the following URL.
https://www.olympus-global.com/ir/

Special benefits for Shareholders

Not applicable.

- 280 -

VII.

Reference Information of Reporting Company

1. Information about Parent of Reporting Company
Not applicable.
2. Other Reference Information
Olympus Corporation submitted the following documents during the period from the beginning of the current
fiscal year to the date of submission of the annual securities report.
(1)

Report on Repurchase(2)

Annual Securities Report, thedocuments attached thereto, and theConfirmation Letter
Internal Control Report and the
documents attached thereto

(3)
(4)
(5)

Securities Registration Statement(allotment of restricted stock) andthe documents attached thereto
Amendment to Securities
Registration Statement

Reporting period

From May 1, 2023 to
May 31, 2023

Fiscal year
(155th Term)

From April 1, 2022 toMarch 31, 2023

Fiscal year
(155th Term)

From April 1, 2022 toMarch 31, 2023

This is an amendment to the Securities Registration
Statement submitted on June 27, 2023.

(6)

Extraordinary Report(7)

Report on Repurchase(8)

Report on Repurchase

Reporting period

From July 1, 2023 toJuly 31, 2023

(9)

Quarterly Securities Report and theConfirmation Letter(First quarter of the156th Term)

From April 1, 2023 toJune 30, 2023

Reporting period

From August 1, 2023 toAugust 31, 2023

(10) Report on Repurchase

This is an Extraordinary Report pursuant to Article
24-5, Paragraph 4 of the Financial Instruments andExchange Act and Article 19, Paragraph 2, Item 9-2of the Cabinet Office Order on Disclosure of
Corporate Affairs.
Reporting period
From June 1, 2023 toJune 30, 2023

(11) Amendment to Annual Securities This is an amendment to Annual Securities Report
Report and the Confirmation Letter submitted on June 20, 2023
(12) Report on Repurchase(13) Quarterly Securities Report and theConfirmation Letter(14) Report on Repurchase

Reporting period

From September 1, 2023 to
September 30, 2023

(Second quarter of the156th Term)

From July 1, 2023 to
September 30, 2023

Reporting period

From October 1, 2023 to
October 31, 2023

- 281 -

Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on June 7, 2023
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on June 20, 2023
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on June 20, 2023
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on June 27, 2023
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on June 28, 2023
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on June 28, 2023
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on July 11, 2023
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on August 7,
2023
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on August 9,
2023
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on September 11,
2023
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on September 19,
2023
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on October 11,
2023
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on November 9,
2023
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on November 13,
2023

(15) Report on Repurchase

Reporting period

From November 1, 2023 toNovember 30, 2023

(16) Report on Repurchase

Reporting period

From December 1, 2023 to
December 31, 2023

(17) Report on Repurchase

Reporting period

From January 1, 2023 toJanuary 31, 2023

(18) Quarterly Securities Report and theConfirmation Letter(Third quarter of the156th Term)

From October 1, 2023 to
December 31, 2023

(19) Report on Repurchase

Reporting period

From February 1, 2023 to
February 29, 2023

(20) Report on Repurchase

Reporting period

From March 1, 2023 toMarch 31, 2023

(21) Shelf Registration Statement(shares and bonds, etc.) and the
documents attached thereto(22) Securities Registration Statement(allotment of restricted stock) andthe documents attached thereto- 282 -

Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on December 12,
2023
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on January 12,
2024
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on February 7,
2024
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on February 14,
2024
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on March 7,
2024
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on April 5, 2024
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on April 15,
2024
Submitted to the DirectorGeneral of the Kanto Local
Finance Bureau on May 13, 2024

Part II.

Information about Reporting Company’s Guarantor, etc.
Not applicable.

- 283 -

Following is an English translation of the Independent Auditor’s Report and Internal Control Audit
Report. This report is presented merely as supplemental information.
Independent Auditor’s Report and Internal Control Audit Report
June 20, 2024
The Board of Directors
OLYMPUS CORPORATION

Ernst & Young ShinNihon LLC
Tokyo Office
DesignatedEngagement
Partner

CertificatedPublicAccountant

Takahiro Yamazaki

DesignatedEngagement
Partner

CertificatedPublicAccountant

Tetsuya Yoshida

DesignatedEngagement
Partner

CertificatedPublicAccountant

Mitsuharu Konno<Audit of the Consolidated Financial Statements>
OpinionWe have audited the accompanying consolidated financial statements of Olympus Corporation and its subsidiaries(the Group) for the fiscal year from April 1, 2023 to March 31, 2024, which comprise the consolidated statementof financial position, the consolidated statement of profit or loss, comprehensive income, changes in equity, andcash flows, and notes to the consolidated financial statements in accordance with the provision of Article 193-2,
Paragraph 1 of the Financial Instruments and Exchange Act.
In our opinion, the accompanying consolidated financial statements, which have been prepared in accordance with
the International Financial Reporting Standards, as prescribed in provisions of Article 93 of the “Regulation on
Terminology, Forms, and Preparation Methods of Consolidated Financial Statements,” present fairly, in allmaterial respects, the consolidated financial position of the Group as at March 31, 2024, and its consolidated
financial performance and its consolidated cash flows for the fiscal year then ended on the same date.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Group in accordance with the ethicalrequirements that are relevant to our audit of the consolidated financial statements in Japan, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the consolidated financial statements of the current period. These matters were addressed in the context of the- 284 -

audit of the consolidated financial statements as a whole, and in forming the auditor’s opinion thereon, and we do
not provide a separate opinion on these matters.

Valuation of goodwill of the Therapeutic Solutions segment
Description of Key Audit Matter and Reasons for Decision
As described in Notes to the Consolidated Financial
Statements, “16. Impairment of Non-financial Assets (2)Impairment test for goodwill,” the Company performed an
impairment test for goodwill related to the Therapeutic
Solutions segment (cash generating unit) in the fiscal year
ended March 31, 2024. As of March 31, 2024, the amount of
goodwill for the Therapeutic Solutions segment was ¥147,910
million (9.6% of total assets of Consolidated Statement of
Financial Position).
In performing the impairment test for goodwill related to the
Therapeutic Solutions segment, the Company measures therecoverable amount based on value in use. Value in use isdetermined by discounting to present value the cash flows
based on the business plan approved by management having amaximum term of five years as well as the terminal value,
which is based on the growth rates after the term of thebusiness plan. The main assumptions in determining value in
use are as follows.
• Growth rate and operating profit ratio in the business plan
• Growth rate for the period after the term of the businessplan• Discount rate
These main assumptions involve uncertainty associated withmanagement estimates and have a significant impact on
determining value in use. Among these, the growth rate and theoperating profit ratio in the business plan are based on growththrough the expansion of the Company’s portfolio of treatment
tools and devices, and dissemination of procedures. However,these are affected by the external environment, such as
regulations on medical devices in the countries and regions
where the Company operates its Therapeutic Solutions
Business, and competition with products of other companies.
During the fiscal year ended March 31, 2024, the Company
continued with its improvement activities for addressing theWarning Letters received from the U.S. Food and Drug
Administration (FDA) in the previous fiscal year. It also madethe decision to discontinue the manufacture and sale ofproducts by Veran Medical Technologies, Inc. (hereinafter“VMT”), which was acquired during prior periods as part of
the Therapeutic Solutions Business. This decision would havean impact on the business plans and assets of the Therapeutic
Solutions Business. Based on the above, we determined this tobe a key audit matter.

Auditor’s Response
In considering the valuation of goodwill of the Therapeutic
Solutions segment, we performed the following audit
procedures, among others.
●

We made inquiries of management and discussed thefollowing matters to gain an understanding of strategies in
the Therapeutic Solutions Business, which is the basis of
the business plan having a maximum term of five years.
• Consistency between the company strategy announced
by Olympus Corporation in May 2023 and theTherapeutic Solutions Business strategies• Impact of discontinuation of the manufacture and sale of
VMT products on the Therapeutic Solutions Businessstrategies• Impact of the progress made on the improvement plansto address the issues pointed out in the Warning Letterand the future outlook on new product development
activities and the timing of market launches, and theestimated future costs of the improvement activities●

In addition, we reviewed related agenda materials of theBoard of Directors and other meetings.

●

We compared the growth rate and operating profit ratio
used in the business plan with past results, market
forecasts, and available external data. We also performed
our own sensitivity analysis, which included certain
stresses on the risk factors included in the assumptions.

●

We involved valuation specialists from our network firms
and performed the following procedures.
• We compared the growth rate for the period after theterm of the business plan with market forecasts andavailable external data.
• Regarding the discount rate, we compared it with theacceptable range set by valuation specialists andevaluated the reasonableness of the method used todetermine the discount rate and the reliability of external
data used as the basis of determination.
• We evaluated the reasonableness of the method used todetermine value in use.

- 285 -

Recording of impairment losses for assets associated with Veran Medical Technologies, Inc.
Description of Key Audit Matter and Reasons for Decision

Auditor’s Response

As described in Notes to the Consolidated Financial
Statements, “16. Impairment of Non-financial Assets (1)Impairment losses,” the Company decided to discontinue the
manufacture and sale of the products of VMT, which is a
consolidated subsidiary, during the fiscal year ended March 31,
2024.
The Company tested for impairment concerning non-current
assets related to VMT’s manufacture and sales in the past,using the Therapeutic Solutions segment as the cashgenerating unit, taking into account synergies, etc. with otherassets in the segment. However, due to the above decision, theimpairment test was performed separately for non-current
assets incurred in connection with the acquisition of VMT,
rather than on a business segment basis, leading to a zero-value
assessment of fair value less costs of disposal. As a result,¥41,704 million for impairment losses on non-current assets,
including ¥20,227 million in goodwill, was recorded in “Other
expenses.”
Separation from the cash-generating units of corresponding
assets when performing impairment tests requires criticaldecision-making by management, and effects of associatedimpairment losses have a serious impact on the consolidated
financial statements. Based on the above, we determined thisto be a key audit matter.

We performed the following audit procedures, among others,
regarding the recording of impairment losses for assets
associated with VMT.
●

We made inquiries of management and reviewed agenda
materials of the Board of Directors and other meetings togain an understanding of the business strategy backgroundbehind discontinuation of the manufacture and sale of
VMT products.

●

We evaluated the appropriateness of the scope and amountof the goodwill to which the losses apply, taking into
consideration the impact of the decision on the Therapeutic
Solutions segment, which is the related cash-generating
unit.

●

To evaluate appropriateness of measurement of theimpairment losses, we conducted the following procedureswith the involvement of the auditors of the constituent
unit.
•
To verify that the non-current assets of VMT wereindeed made comprehensively subject to impairment
testing, we studied the trial balance sheet of VMT,and compared the account balances of non-current
assets with the amounts recorded for impairment.
•
We tested the adequacy of evaluating the fair valueless costs of disposal as zero with respect to therecoverable amount.

Valuation of Deferred Tax Assets
Description of Key Audit Matter and Reasons for Decision

Auditor’s Response

The Company recorded deferred tax assets of ¥72,324 million
in the Consolidated Statement of Financial Position for the
fiscal year ended March 31, 2024. As described in Notes to theConsolidated Financial Statements, “37. Income Taxes (1)Deferred tax assets and liabilities,” the amount before
offsetting deferred tax liabilities is ¥111,159 million.
As described in Notes to the Consolidated Financial
Statements, “3. Material Accounting Policies (21) Income
Taxes,” the Company and some of its subsidiaries haveadopted the consolidated tax system. Deferred tax assets arerecognized to the extent that it is expected that taxable profits
will be available against which deductible temporary
differences, unused tax credits carried forward and tax losses
carried forward can be utilized.
Estimates of taxable income used to determine therecoverability of deferred tax assets are based on businessplans prepared by management. However, growth rate and theoperating profit ratio, which are used as key assumptions,
include the element of management judgment. Specifically,
during the fiscal year ended March 31, 2024, the Company
continued with its improvement activities for addressing theWarning Letters received from the U.S. Food and Drug
Administration (FDA) in the previous fiscal year, andmanagement judgment pertaining to such progress and outlook
has had an influence on the key assumptions.
Based on the above, we determined this to be a key audit
matter.

We performed the following audit procedures to evaluate thereasonableness of the determination of the recoverability ofdeferred tax assets●

We compared the business plans of prior years with resultsto evaluate the effectiveness of the estimation process forbusiness planning, which is the basis for estimating futuretaxable income.

●We compared the growth rate and operating profit ratio
used in the business plan with past results, market
forecasts, and available external data.

●

We made inquiries of management on the estimated future
costs of the improvement activities to address the issues
pointed out in the Warning Letters, and reviewed materials
prepared by the Company in order to assess the impact of
the costs on the calculations for future taxable profits.

●

We reviewed the scheduling-related materials prepared by
the Company and compared the timing of the reversal ofthe deductible temporary differences and the loss
carryforwards for tax purposes with these materials inorder to evaluate the reasonableness of the scheduling of
the expected years for the elimination of balances of thedeductible temporary differences and the loss
carryforwards for tax purposes.

- 286 -

Other Information
The other information comprises the information included in the annual securities report except that from theconsolidated financial statements, non-consolidated financial statements and our auditor’s report thereon.
Management is responsible for preparation and disclosure of the other information. The Audit Committee is
responsible for overseeing the performance of duties by Executive Officers and Directors within the maintenanceand operation of reporting process of the other information.
Our opinion on the audit of the consolidated financial statements does not include the other information, and we
do not provide an opinion on the other information.
Our responsibility in the audit of the consolidated financial statements is to read the other information carefully
and, in the course of that reading, consider whether there are material differences between the other informationand the consolidated financial statements or knowledge we have gained in the audit. It is also our responsibility tonote whether there are any other indications of significant errors in the other information aside from such material
differences.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management, the Audit Committee for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements inaccordance with IFRSs, and for such internal control as management determines is necessary to enable thepreparation of consolidated financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability tocontinue as a going concern and disclosing, as required by IFRSs, matters related to going concern.
Audit Committee is responsible for overseeing the performance of duties by Executive Officers and Directors
within the maintenance and operation of the financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion on the consolidated financial statements based on our audit from an independent point ofview. Misstatements can arise from fraud or error and are considered material, if individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due tofraud or error, design and perform audit procedures responsive to those risks. Selecting audit procedures to be
applied is at the discretion of the auditor. Obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion.
• Consider internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances for our risk assessments, while the purpose of the audit of the consolidated financial statements
is not expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used by management and their method of application, as
well as the reasonableness of accounting estimates by management and related notes thereto.
• Conclude on the appropriateness of management’s use of the going concern basis for preparing the consolidated
financial statements of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as agoing concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related notes to the consolidated financial statements, or, if the notes to the consolidated
financial statements on material uncertainty are inadequate, to express a qualified opinion with exceptions on- 287 -

the consolidated financial statements. Our conclusions are based on the audit evidence obtained up to the dateof our auditor’s report. However, future events or conditions may cause the Group to cease to continue as agoing concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including thenotes thereto, and whether the consolidated financial statements represent the underlying transactions andevents in a manner that achieves fair presentation in accordance with IFRSs.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or businessactivities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with the Audit Committee regarding, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit, and othermatters required by auditing standards.
We also provide the Audit Committee with a statement that we have complied with the ethical requirements inJapan regarding independence that are relevant to our audit of the consolidated financial statements, andcommunicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards in order to eliminate obstruction factors or reduce them toan acceptable level.
From the matters communicated with the Audit Committee, we determine those matters that were of mostsignificance in the audit of the consolidated financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
<Internal Control Audit>
OpinionWe have audited the Internal Control Report as of March 31, 2024 of Olympus Corporation to provide audit
certification in accordance with the provision of Article 193-2, Paragraph 2 of the Financial Instruments andExchange Act.
In our opinion, the accompanying Internal Control Report, in which Olympus Corporation indicated that its
internal control over financial reporting as of March 31, 2024 was effective, presented fairly, in all material
respects, the results of its assessment of internal control over financial reporting, in accordance with assessment
standards for internal control over financial reporting generally accepted in Japan.
Basis for Opinion
We conducted our internal control audit in accordance with auditing standards for internal control over financial
reporting generally accepted in Japan. Our responsibilities under auditing standards for internal control overfinancial reporting are further described in the Auditor’s Responsibilities for the Internal Control Audit section of
our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our
audit of the consolidated financial statements in Japan, and we have fulfilled our other ethical responsibilities inaccordance with these requirements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Responsibilities of Management, the Audit Committee for Internal Control ReportManagement is responsible for developing and implementing internal control over financial reporting, and for the
preparation and fair presentation of an Internal Control Report in accordance with assessment standards forinternal control over financial reporting generally accepted in Japan.
The Audit Committee is responsible for overseeing and verifying the development and implementation of internal
control over financial reporting.
Internal control over financial reporting may not completely prevent or detect misstatements in financial
reporting.
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Auditor’s Responsibilities for the Internal Control Audit
Our objectives are to obtain reasonable assurance about whether the Internal Control Report is free from material
misstatement based on the internal control audit, and to issue an auditor’s report that includes our opinion on theInternal Control Report from an independent standpoint.
As part of an internal control audit over financial reporting in accordance with auditing standards generally
accepted in Japan, we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:• Perform audit procedures to obtain audit evidence regarding the results of the assessment of internal control
over financial reporting in the Internal Control Report. Audit procedures for internal control audits are selected
and applied at our discretion, based on the materiality of their effects on the reliability of financial reporting.
• Examine the contents of the Internal Control Report as a whole, including statements made by management
regarding the scope of assessment of internal control over financial reporting, the assessment procedures
performed, and the assessment results.
• Obtain sufficient and appropriate audit evidence regarding the results of the assessment of internal control overfinancial reporting in the Internal Control Report. We are responsible for the direction, monitoring andperformance of the audit of the Internal Control Report. We remain solely responsible for our audit opinion.
We communicate with the Audit Committee regarding the planned scope and timing of the internal control audit,
the results of the internal control audit, any significant deficiencies in internal control that we identify during our
audit that should be disclosed, the results of their correction, and other matters required by the standards forinternal control audits.
We also provide the Audit Committee with a statement that we have complied with the ethical requirements inJapan regarding independence that are relevant to our audit of the consolidated financial statements, andcommunicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards in order to eliminate obstruction factors or reduce them toan acceptable level.
<Remuneration-related information>
The amount of remuneration for members of the Independent Auditor and persons within the Independent
Auditor’s network for auditing services for the Company and its subsidiaries and for non-auditing services isindicated in the Corporate Governance, etc. of (3) “Audits” of the “Information about Reporting Company.”
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Group which is required to bedisclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

*

1.
2.

The original of the above auditor’s report is kept separately by the Company as an attachment to the consolidated financial
statements and the Internal Control Report.
XBRL data is not included in the scope of the audit.

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Independent Auditor’s Report
June 20, 2024
The Board of Directors
OLYMPUS CORPORATION

Ernst & Young ShinNihon LLC
Tokyo Office
DesignatedEngagement
Partner

CertificatedPublicAccountant

Takahiro Yamazaki

DesignatedEngagement
Partner

CertificatedPublicAccountant

Tetsuya Yoshida

DesignatedEngagement
Partner

CertificatedPublicAccountant

Mitsuharu Konno<Audit of the Financial Statements>
OpinionWe have audited the accompanying the non-consolidated financial statements of Olympus Corporation for the
fiscal year from April 1, 2023 to March 31, 2024, which comprise the non-consolidated balance sheet, nonconsolidated statement of income, the non-consolidated statement of changes in net assets, significant accounting
policies, and other notes and supplementary schedules to provide audit certification in accordance with theprovision of Article 193-2, Paragraph 1 of the Financial Instruments and Exchange Act.
In our opinion, the accompanying non-consolidated financial statements present fairly, in all material respects, thefinancial position of the Company as at March 31, 2024, and its financial performance for the fiscal year thenended on the same date in accordance with accounting standards generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the NonConsolidated Financial Statements section of our report. We are independent of the Company in accordance withthe ethical requirements that are relevant to our audit of the financial statements in Japan, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the non-consolidated financial statements of the current fiscal year. These matters were addressed in the context of
the audit of the non-consolidated financial statements as a whole, and in forming the auditor’s opinion thereon,
and we do not provide a separate opinion on these matters.
- 290 -

Valuation of Deferred Tax Assets
The Company recorded deferred tax assets of ¥11,198 million in its non-consolidated balance sheet for the fiscal
year ended March 31, 2024. As described in Notes to the Non-Consolidated Financial Statements (Significant
Accounting Estimates) 5. Recoverability of Deferred Tax Assets, the amount before offsetting deferred tax
liabilities is ¥17,261 million.
Our reasons for determining the matter to be a key audit matter and our response are the same as those describedin the Auditor’s Report on the Consolidated Financial Statements (Valuation of deferred tax assets), so they havetherefore been omitted.
Other Information
The other information comprises the information included in the annual securities report except that from theconsolidated financial statements, non-consolidated financial statements and our auditor’s report thereon.
Management is responsible for preparation and disclosure of the other information. The Audit Committee is
responsible for overseeing the performance of duties by Executive Officers and Directors within the maintenanceand operation of reporting process of the other information.
Our opinion on the audit of the non-consolidated financial statements does not include the other information, andwe do not provide an opinion on the other information.
Our responsibility in the audit of the non-consolidated financial statements is to read the other information
carefully and, in the course of that reading, consider whether there are material differences between the otherinformation and the non-consolidated financial statements or knowledge we have gained in the audit. It is also our
responsibility to note whether there are any other indications of significant errors in the other information aside
from such material differences.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management, the Audit Committee for the Non-Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the non-consolidated financial statementsin accordance with accounting principles generally accepted in Japan. This includes the maintenance andoperation of such internal control as management determines is necessary to enable the preparation and fairpresentation of non-consolidated financial statements, etc. that are free from material misstatement, whether due
to fraud or error.
In preparing the non-consolidated financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern and disclosing matters related to going concern as required in accordancewith accounting principles generally accepted in Japan.
Audit Committee is responsible for overseeing the performance of duties by Executive Officers and Directors
within the maintenance and operation of the financial reporting process.
Auditor’s Responsibilities for the Audit of the Non-Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the non-consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion on the non-consolidated financial statements based on our audit from an independent point ofview. Misstatements can arise from fraud or error and are considered material, if individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of the nonconsolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the non-consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks. Selecting audit procedures tobe applied is at the discretion of the auditor. Obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion.
- 291 -

• Consider internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances for our risk assessments, while the purpose of the audit of the non-consolidated financial
statements is not expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used by management and their method of application, as
well as the reasonableness of accounting estimates by management and related notes thereto.
• Conclude on the appropriateness of management’s use of the going concern basis for preparing the nonconsolidated financial statements of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability tocontinue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditor’s report to the related notes to the non-consolidated financial statements, or, if the notes to thenon-consolidated financial statements on material uncertainty are inadequate, to express a qualified opinion
with exceptions on the non-consolidated financial statements. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group tocease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the non-consolidated financial statements, including
the notes thereto, and whether the non-consolidated financial statements represent the underlying transactions
and events in a manner that achieves fair presentation in accordance with accounting principles generally
accepted in Japan.
We communicate with the Audit Committee regarding, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit, and othermatters required by auditing standards.
We also provide the Audit Committee with a statement that we have complied with the ethical requirements inJapan regarding independence that are relevant to our audit of the financial statements, and communicate withthem all relationships and other matters that may reasonably be thought to bear on our independence, and whereapplicable, related safeguards in order to eliminate obstruction factors or reduce them to an acceptable level.
From the matters communicated with the Audit Committee, we determine those matters that were of mostsignificance in the audit of the non-consolidated financial statements of the current fiscal year and are therefore
the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
<Remuneration-related information>
Remuneration-related information is indicated in the auditor's report on the consolidated financial statements.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
We or engagement partners have no interest in the Company which should be disclosed in accordance with theCertified Public Accountants Act.

*

1.
2.

The original of the above auditor’s report is kept separately by the Company as an attachment to the non-consolidated
financial statements.
XBRL data is not included in the scope of the audit.

- 292 -

[Cover][Document Submitted]

Confirmation Letter[Article of the Applicable Law
Requiring Submission of This
Document]

Article 24-4-2, Paragraph 1 of the Financial Instruments and ExchangeAct[Submitted to]

Director-General of the Kanto Local Finance Bureau[Date of Submission]

June 20, 2024

[Company Name]

Olympus Kabushiki Kaisha[Company Name in English]

OLYMPUS CORPORATION[Position and Name of Representative] Stefan Kaufmann, Director, Representative Executive Officer, President
and CEO[Position and Name of Chief Financial Not applicable.
Officer][Location of Head Office]2951 Ishikawa-machi, Hachioji-shi, Tokyo[Place Where Available for Public
Inspection]

Tokyo Stock Exchange, Inc.
(2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo, Japan)- 293 -

1. Matters Concerning the Adequacy of the Contents of the Securities Report
Stefan Kaufmann, Director, Representative Executive Officer, President and CEO of Olympus Corporation
has confirmed that the information in Olympus Corporation’s Annual Securities Report for the fiscal year
ended March 31, 2024 (April 1, 2023 to March 31, 2024) is properly presented in accordance with the
Financial Instruments and Exchange Act.
2. Special Notes
There are no matters to be noted.

- 294 -

[Cover][Document Submitted]

Internal Control Report[Article of the Applicable Law
Requiring Submission of This
Document]

Article 24-4-4, Paragraph 1 of the Financial Instruments and ExchangeAct[Submitted to]

Director-General of the Kanto Local Finance Bureau[Date of Submission]

June 20, 2024

[Company Name]

Olympus Kabushiki Kaisha[Company Name in English]

OLYMPUS CORPORATION[Position and Name of Representative] Stefan Kaufmann, Director, Representative Executive Officer, President
and CEO[Position and Name of Chief Financial Not applicable.
Officer][Location of Head Office]2951 Ishikawa-machi, Hachioji-shi, Tokyo[Place Where Available for Public
Inspection]

Tokyo Stock Exchange, Inc.
(2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo, Japan)- 295 -

1. Matters Related to the Basic Framework for Internal Control over Financial Reporting
Stefan Kaufmann, Director, Representative Executive Officer, President and CEO of Olympus Corporation is
responsible for the development and operation of Olympus Corporation’s internal control over financial
reporting, and maintains and operates internal control over financial reporting in accordance with the basic
framework for internal control indicated in the “On the Revision of the Standards and Practice Standards forManagement Assessment and Audit concerning Internal Control Over Financial Reporting (Council
Opinions)” issued by the Business Accounting Council.
Internal control aims at achieving the objectives to a reasonable extent with the organized and integratedfunction of individual components as a whole. Accordingly, internal control over financial reporting may notcompletely prevent or detect misstatements in financial reporting.
2. Matters Related to the Scope of Assessment, Base Date and Assessment Procedures
The assessment of internal control over financial reporting was conducted with March 31, 2024, the end of thecurrent fiscal year, as the base date, and the assessment was made in accordance with generally accepted
standards for the assessment of internal control over financial reporting.
In this assessment, internal controls that have a significant impact on overall financial reporting on aconsolidated basis (companywide internal controls) were assessed, and based on the results of the assessment,
business processes to be assessed are selected. In assessing the business process, the selected business process
is analyzed, and key control points that have a significant impact on the reliability of financial reporting are
identified. The effectiveness of internal control is then assessed by evaluating the status of development andoperation of these key control points.
The scope of the assessment of internal control over financial reporting was determined for Olympus
Corporation, its consolidated subsidiaries, and its equity-method companies based on the materiality of theeffect on the reliability of financial reporting. The materiality of the effects on the reliability of financial
reporting was determined by considering the materiality of the monetary and qualitative effects, and the scopeof assessment of internal control over business processes was reasonably determined based on the results of
the assessment of companywide internal control conducted for Olympus Corporation and its 37 consolidated
subsidiaries. 52 other consolidated subsidiaries and 3 equity-method companies are not included in the scopeof assessment of company-wide internal control because they are considered to be immaterial in terms ofmonetary and qualitative materialities.
The scope of assessment of internal control over business processes was determined by adding up therevenues (after elimination of consolidated intercompany transactions) of each business location in theprevious fiscal year, beginning with the location with the highest amount, and designating as significant
business locations those locations that accounted for approximately two-thirds of consolidated revenues in theprevious fiscal year and eight business locations that were deemed significant after considering fluctuations
during the period. For the selected significant business locations, the business processes leading to revenues,
accounts receivable, and inventories were assessed as accounts that have a significant bearing on Olympus
Corporation’s business objectives. Furthermore, regarding the scope including other business locations andregardless of the selected significant business locations, the business processes that have a high possibility ofmaterial misstatement and that are related to significant accounts that involve estimates and forecasts, andbusinesses or operations that engage in high-risk transactions were individually added to the scope ofassessment as significant business processes, taking into account their impact on financial reporting.
3. Matters Related to Assessment Results
As a result of the above assessment, it was concluded that the Olympus Group’s internal control over financial
reporting was effective as of the end of the current fiscal year.
4. Supplemental Notes
Not applicable.
5. Special Notes
Not applicable.

- 296 -