(Tokyo Stock Exchange Code: 6306)

The 161th Business Year
Notice of Convocation of the Ordinary
General Shareholders’ Meeting
Time and Date

Friday, June 21, 2024
10:00 a.m.
Venue

1st Floor hall, Head of Techno Center,
Nikko Co., Ltd.
1013-1, Eigashima, Okubo-cho, Akashi, Hyogo Prefecture

Please refer to the map of the venue at theend of this notice in attending the Meeting.

Resolutions
Proposal 1: Appropriation of Surplus from the 161st Business Year
Proposal 2: Election of Nine Directors
Proposal 3: Election of One Audit & Supervisory Board Member
Proposal 4: Election of One Substitute Audit & Supervisory Board
Member
Proposal 5: Revision of Amount of Remuneration for Directors
Proposal 6: Revision of Amount of Remuneration for Audit &Supervisory Board Members
Deadline for exercising voting rights via the internet or in writing (mail)Thursday, June 20, 2024
Till 5 p.m.

Nikko Co., Ltd.

[Notice]
If there are any changes to the operation, etc. of the General
Shareholders’ Meeting, the Company will post a notification on its website
to inform the shareholders. Please kindly check the site for notifications.
(https://www.nikko-net.co.jp/)
You may also exercise your voting rights in advance via the internet, etc.
and in writing (by post). You are requested to kindly also consider
exercising your voting rights ahead of the meeting.

Main contents of thisconvocation notice areavailable on a PC or asmartphone.
https://p.sokai.jp/6306/

To Shareholders:(Tokyo Stock Exchange Code: 6306)
June 5, 2024
1013-1, Eigashima, Okubo-cho, Akashi, Hyogo Prefecture

Nikko Co., Ltd.

Representative Director and President Masaru Tsuji

Notice of Convocation of the 161st Ordinary General Shareholders’ Meeting

We deeply thank you for your continued support.
We would like to notify you of the 161st Ordinary General Shareholders’ Meeting of Nikko Co., Ltd., which will be held as
described below.
In convening this General Meeting of Shareholders, the Company has taken measures for the electronic provision of
information contained in the reference documents for the general meeting of shareholders, etc. (matters subject tomeasures for the electronic provision of information), and has posted the information on each of the following websites.
Please access either of the websites to view the information.
[Company website]
https://www.nikko-net.co.jp/ir/meeting.html[Website listing materials for the general meeting of shareholders]
https://d.sokai.jp/6306/teiji/
In addition to the Company’s website, the matters subject to measures for electronic provision are also posted on thewebsite of the Tokyo Stock Exchange (TSE; Listed Company Search). Access the TSE website by using the internet
address shown below, enter “Nikko” in “Issue name (company name)” or the Company’s securities code “6306” in “Code,”and click “Search.” Then, click “Basic information” and select “Documents for public inspection/PR information” to view the
information.
[TSE website]
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
If you are unable to attend the meeting, you may exercise your voting rights using one of the methods explained from page
3 onwards. Please consider the reference materials attached to this notice and exercise your voting rights.

2

To Shareholders:Meeting Details

1Time and
Date

2

Venue

From 10:00 a.m., Friday, June 21, 2024
1st Floor Hall, Techno Center, Nikko Co., Ltd.
1013-1, Eigashima, Okubo-cho, Akashi-shi, Hyogo Prefecture
If you are attending the Meeting, please refer to the map of the venue at the end of this notice.

Reports
3

Meeting
Agenda

1. Business report, consolidated financial statements, and non-consolidated financial
statements for the 161st business year (from April 1, 2023 to March 31, 2024)
2. Results of the audits of the consolidated financial statements for the 161st businessyear (from April 1, 2023 to March 31, 2024) by the Independent Auditor and Audit &Supervisory Board

Proposal 1: Appropriation of Surplus from the 161st Business Year
Proposal 2: Election of Nine Directors
Proposal 3: Election of One Audit & Supervisory Board Member
Resolutions
Proposal 4: Election of One Substitute Audit & Supervisory Board Member
Proposal 5: Revision of Amount of Remuneration for Directors
Proposal 6: Revision of Amount of Remuneration for Audit & Supervisory Board Members◎ When you arrive at the venue, please submit the enclosed Voting Rights Exercise Form at the reception desk at the venue.
◎ If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on thewebsites listed on page 1 where the matters subject to measures for electronic provision are posted.
◎ Among the matters subject to measures for the electronic provision of information, the following are excluded from the paper-based documents delivered to shareholders who havemade a request for delivery of such documents in accordance with relevant laws and regulations and the provisions of the Articles of Incorporation of the Company. The Audit &Supervisory Board Members and the Independent Auditors have audited the documents subject to audit including the following matters.
(i) “Status of Agreement for Limitation of Liability” and “Summary of Directors and Officers Liability Insurance” under Company Executives of the Business Report(ii) “Systems Necessary to Ensure That the Execution of the Duties by the Directors Complies with Applicable Laws and the Articles of Incorporation, and to Ensure That the Other
Operations of Nikko Co., Ltd. and the Operations of the Group of Enterprises Consisting of Nikko Co., Ltd. and its Subsidiaries are Appropriate,” “Overview of the Operation of theInternal Control System,” “Basic Policy Regarding the Control by the Stock Company,” and “Policy on Deciding Dividend of Surplus, etc.” of the Company’s System and Policy of
the Business Report(iii) “Consolidated Statements of Changes in Equity of the Consolidated Financial Statements” and “Notes to the Consolidated Statements”(iv) “Non-Consolidated Statements of Changes in Equity of the Financial Statements” and “Notes to the Statements”

3How to Exercise Voting Rights
Voting rights at an Ordinary General Shareholders’ Meeting are an important right of the shareholders.
We sincerely request you to consider the reference materials for the meeting, upon exercising your voting rights.
The following three methods can be used for exercising voting rights.

Attending the Ordinary
General Shareholders’Meeting in person

Exercise of voting
rights via the internet

Exercise of voting
rights in writing(postal mail)Please submit the enclosed Voting Rights Exercise Form at
the reception desk.

Please enter your approval or disapproval of the
proposals in accordance with the instructions in thenext page.

Please indicate your approval or disapproval on eachof the proposals on the enclosed Voting Rights
Exercise Form and send it by mail. The form does
not require a postal stamp.

Time and date

Deadline for exercising voting rights:

Deadline for exercising voting rights:

Friday, June 21, 2024

Thursday, June 20, 2024
Input need to be completed by
5:00 p.m.

Thursday, June 20, 2024
The voting rights arriving by
5:00 p.m. will be accepted.

10:00 a.m.

(The reception desk opens at 9:00 a.m.)

How to fill the Voting Rights Exercise FormEnter your approval or disapproval here.
Proposal 1, 3, 4, 5 and 6● If you approve theproposal● If you disapprove theproposal>>

Draw a circle (○) in the>>

Draw a circle (○) in the“Approve” field.
“Disapprove” field.

Proposal 2● If you approve theelection of all candidates● If you disapprove theelection of all candidates● If you disapprovethe election of someof the candidates*The Voting Rights Exercise Form is a representative image.

>>
>>
>>

Draw a circle (○) in the“Approve” field.
Draw a circle (○) in the“Disapprove” field.
Draw a circle (○) in the“Approve” field and enter
the number of the candidate you
disapprove.

If you exercise your voting rights both via the internet and in writing (mail), the voting rights exercised via the internet are accepted as the valid exercise of
voting rights. If you exercise your voting rights over several times via the internet, the final entry is accepted as the valid exercise of voting rights. If you
exercise your voting rights in writing and in case that there is no indication of approval or disapproval for each proposal on the returned Voting Form, thevote will be regarded as having indicated approval for proposals made by the Company.

4How to exercise voting rights via the internet
How to enter login ID andtemporary password

How to read the QR code
You may log in to the voting right exercise website without the log-in
ID and temporary password in the Voting Rights Exercise Form.

Voting right
exercise website

Read the QR code printed in the Voting Rights Exercise Form.

Access the voting right exercise website.

Voting Rights Exercise Form
Number of shares you holdas of the record day

Attn:
Date of the General
Shareholders’ Meeting

Number of voting rights

XX shares
XX units

Number of voting rights

MMM DD, YYYYEnter the log-in ID and temporary password in the Voting
Rights Exercise Form and click.

QR code for log-in
SampleLog-in ID
Temporary password

Mitsubishi UFJ Trust and Banking Corporation

SampleTo log in to the website for the procedures regarding the shareholders’ meeting.
(Shareholder registry administrator) Stock Transfer Agency Department,
Mitsubishi UFJ Trust and Banking Corporation- How to Use This Website- Mitsubishi UFJ Trustand Banking
Corporation
Homepage(Request for Various
Forms)■Log in
Input login ID and password and click “Log in.”
(Enter four digits each)Log-in ID
Passwordor temporary password(single-byte characters)(single-byte characters)

To change the password, input your log-in ID and registered password and then click“Change password.”
Inquiries
Mitsubishi UFJ Trust andBanking Corporation
Stock Transfer Agency
Department(For inquiries regarding theprocedures regarding theshareholders’ meeting)Tel: 0120-173-027(toll free)(For inquiries regarding
general shareholder affairs)
Tel: 0120-232-711(toll free)*“QR code” is a registered trademark of Denso Wave Incorporated.

Input the login ID andtemporary password.

Log inChange password

Your log-in ID and temporary password are printed in the Voting Rights Exercise Form, etc.
When logging in using a temporary password, it will automatically show a screen for changing the password. Pleasechange it to the password of your choice.

Click “Log in.”If you have forgotten your password or it is locked, print out the “Application for Initialization of Password,” fill in therequired information, and send it to the Stock Transfer Agency Department of Mitsubishi UFJ Trust and Banking
Corporation.
To read “Application for Initialization of Password,” you need Acrobat® Reader™ by Adobe Systems Incorporated.
If you do not have it, click the banner on the lower right and download Acrobat® Reader™ available for free.

■Apply for log-in ID
If you wish for issuance of a log-in ID, click “Apply for ID.”

Apply for ID

Please enter your approval or disapproval by following
the instructions on the screen.
Voting Rights Exercise Website

Nikko Co., Ltd.

Please enter your approval or disapproval by following the
instructions on the screen.

How to express your approval / disapproval of
proposals
The First Ordinary General Shareholders’Meeting
Date: March 31, 2018
Shareholder No. 100000001
Number of voting rights that can be exercised: 10
The Company approves the exercising of voting
rights by the shareholder in accordance with the
instructions of this screen. Please select theapplicable item and move on to the next screen.

To approve all proposals by the Company anddisapprove all proposals by shareholders
To Confirmation Screen

To input approval and disapproval individually of
proposals by the Company and shareholders
To Enter Approval /Disapproval

Agenda Contents*The operation screen is a representative image.

Agenda Contents(English)Help Desk, Stock Transfer Agency Department, Mitsubishi UFJ Trust andBanking Corporation

0120-173-027(Toll free; from 9:00 to 21:00)

Institutional investors may use the voting rights electronic execution platform for institutional investors operated by ICJ, Inc.

5

Reference Materials for the Ordinary
General Shareholders’ Meeting
Proposals and Reference Items

Proposal 1: Appropriation of Surplus from the 161st Business Year
The Company recognizes appropriate returns of profit to shareholders as one of the important management
issues. Its basic policy is to decide the amount of dividends by comprehensively considering requirements forenhancement of internal reserve, etc., while intending, in principle, to pay dividends by reflecting its businessperformance for the concerned period.
Under this basic policy, the Company sets the year-end dividend for the current business year as described
below.
Matters regarding year-end dividends(1) Type of dividend property
Cash(2) Matters regarding appropriation of the dividend property to shareholders and its total amount
15.00 yen per share of common stock574,925,610 yen in total(3) Effective date of dividend of surplus
June 24, 2024
As a result, annual dividend for the current fiscal year including interim dividend is 30.00 yen per share ofcommon stock.

6

Proposal 2: Election of Nine Directors
The Company emphasizes on management responsibility of its Directors and its Articles of Incorporation set
the term of their office at one year so as to ask for shareholders’ confidence in them every business year.
The term of office of all nine Directors will expire at the conclusion of this Ordinary General Shareholders’Meeting, and Nikko Co., Ltd. requests to elect nine Directors once again.
Candidates for Directors are as described below.
The number of candidates and the candidates are determined at the Board of Directors upon considerationof a report by the Nomination and Remuneration Committee, which serves as an advisory body to the Boardof Directors.

7

List of candidates(Note) The attendance of Mr. Takeshi Sone and Mr. Koichi Kawakami at Board of Directors meetings during the year under review covers only their attendance atBoard of Directors meetings held after their appointment on June 23, 2023.

Tenure as director
Attendance at the(as of the end of thisBoard of Directors
General Meeting of
meetings
Shareholders)

CandidatenumberAttributes

Name

Current position at Nikko Co., Ltd.

1

Reappointment

Takahisa Nishikawa

Representative Director andChairman

13 out of
13 meetings

16 years

2

Reappointment

Masaru Tsuji

Representative Director andPresident

13 out of
13 meetings

16 years

3

Reappointment

Hiroshi Fujii

Representative Director andVice President

13 out of
13 meetings

13 years

4

Reappointment

Tomomi Nakayama

Managing Director

13 out of
13 meetings

5 years

5

Reappointment

Takeshi Sone

Director

9 out of10 meetings

1 year6

Reappointment

Koichi Kawakami

Director

10 out of
10 meetings

1 yearMasafumi Ishii

Director

13 out of
13 meetings

3 years

Rika Saeki

Director

13 out of
13 meetings

3 years

Shigeru Sadakari

Director

13 out of
13 meetings

2 years

Reappointment

7

OutsideIndependent
Reappointment

8

OutsideIndependent
Reappointment

9

OutsideIndependent

Reappointment

Candidate for reappointment
as Director

OutsideCandidate for Outside
Director

8

Independent

Candidate for independent director as set
forth by the Tokyo Stock Exchange

Candidate
numberName(Date of birth)

Takahisa
Nishikawa
1(Date of birth:
March 31, 1959)

Brief personal history, position and responsibility at Nikko Co., Ltd.
(Important concurrent position)

April 1982
June 2007
June 2008
June 2011
June 2012
April 2019

Reappointment

Joined Nikko Co., Ltd.
Executive Officer of the Company
Director of the Company
Managing Director of the Company
Representative Director and President of the Company
Representative Director and Chairman of the Company (current)
Affiliates in-charge and General Manager of Manufacturing Divisionof Nikko Co., Ltd. (current)

The number of sharesthe candidate holds in
the Company

123,300 shares[Reason for nomination as candidate for Director]
Takahisa Nishikawa has appropriately supervised the management and taken decisions on important matters as the Representative Director
and President since 2012, Representative Director and Chairman since April 2019, and Director and Chairman since June 2021, and has
been contributing to business expansion while working to improve the corporate value. Given his track record and based on the judgment that
he is an appropriate human resource for realizing continuous improvement in its corporate values, the Company requests to elect him again
as Director.

MasaruTsuji
2(Date of birth:
June 4, 1960)
Reappointment

September 1987
June 2007
June 2008
June 2011
June 2015
April 2016
April 2019

Joined Nikko Co., Ltd.
Executive Officer of the Company
Director of the Company
Managing Director of the Company
Senior Managing Director of the Company
General Manager of Business Division of the Company
Representative Director and President of the Company (current)Internal control in-charge and General Manager of Technology
Division of the Company (current)

114,700 shares[Reason for nomination as candidate for Director]
Since 2019, Masaru Tsuji has appropriately supervised the management and taken decisions on important matters as the Representative
Director and President and has formulated and been implementing the Medium-Term Management Plan while working to improve theCompany’s corporate value. Given his track record and based on the judgment that he is an appropriate human resource for realizing
continuous improvement in its corporate values, the Company requests to elect him again as Director.

9Candidate
numberBrief personal history, position and responsibility at Nikko Co., Ltd.
(Important concurrent position)

The number of sharesthe candidate holds in
the Company

Joined Taiyo-Kobe Bank Limited (current Sumitomo Mitsui Banking
Corporation)
April 2009Manager of Kansai Corporate Solution Sales Department, SMBC
Consulting Co., Ltd.
June 2011
Director of the Company
Manager of Financial Department of the Company
June 2018
Managing Director of the Company
General Manager of Financial Division of the Company
April 2020
General Manager of Financial Division and Security Export Control
in-charge of the Company
April 2021
General Manager of Administrative Division, General Manager ofFinancial Department, and Security Export Control in-charge of theCompany
May 2021
General Manager of Administrative Division and Security Export
Control in-charge of the Company (current)
June 2021
Senior Managing Director of the Company
April 2023
Representative Director and Vice President of the Company (current)<Important concurrent position>
Representative Director and President, Nikko Kosan Co., Ltd.
Representative Director and President, Nikko Baumaschinen GmbH

71,400 shares

Name(Date of birth)
April 1982

HiroshiFujii
3(Date of birth:January 16, 1959)
Reappointment[Reason for nomination as candidate for Director]
Hiroshi Fujii has appropriately supervised the management and taken decisions on important matters as Director, been in charge ofadministration of corporate planning and taken initiatives in the financial strategy as Representative Director and Vice President, and been in
charge of security export control and driven forward the management plan. Given his track record and based on the judgment that he is anappropriate human resource for realizing continuous improvement in its corporate values, the Company requests to elect him again as
Director.

10

Candidate
numberName(Date of birth)

Brief personal history, position and responsibility at Nikko Co., Ltd.
(Important concurrent position)
April 1982
January 2011
July 2013
June 2015

Tomomi
April 2016
Nakayama
4(Date of birth:January 10, 1963)
Reappointment

April 2018

April 2019
June 2019
June 2022
April 2023

Joined Nikko Co., Ltd.
Branch Manager of Chubu Branch of the Company
Manager, Asphalt Plant Sales Management Department, Tokyo Head
Office, the Company
Executive Officer of the Company
Manager of Business Planning Department, Business Division, andManager of Asphalt Plant Sales Management Department, Tokyo
Head Office, the Company
Manager of Business Planning Department, Business Division,
Manager of Asphalt Plant Sales Management Department, andDirector of AP Technology Center, the Company
Manager of Business Planning Department, Business Division,
Manager of Asphalt Plant Sales Management Department, Directorof AP Technology Center, and Manager of Mobile Plant Business
Department of the Company
General Manager of Business Division, Manager of Business
Planning Department, and Manager of Asphalt Plant SalesManagement Department of the Company
Director of the Company
Managing Director of the Company (current)
General Manager of Business Division, Manager of Business
Planning Department of the Company (current)

The number of sharesthe candidate holds in
the Company

46,760 shares[Reason for nomination as candidate for Director]
Tomomi Nakayama has appropriately supervised the management and taken decisions on important matters as Director, been in charge of
the Business Division as Managing Director, taken initiatives in sales strategies, and driven forward management plans. Given his trackrecord and based on the judgment that he is an appropriate human resource for realizing continuous improvement in its corporate values, theCompany requests to elect him again as Director.
April 1990
June 2012

TakeshiSone
5(Date of birth:
February 25, 1970)
Reappointment

October 2013
April 2015
April 2016
April 2018
April 2019
June 2019
June 2022
April 2023
June 2023

Joined Nikko Co., Ltd.
Director of Tokyo Service Center, Service Planning Department of
the Company
Director of Tokyo Service Center, Service Planning Department, andDirector of Wangan Service Station of the Company
Deputy Manager of Service Planning Department and Director of
TSC Center of the Company
Branch Manager of Chubu Branch of the Company
Branch Manager of Kanto Branch of the Company
Branch Manager of Kanto Branch and Manager of Mobile Plant
Business Department of the Company
Executive Officer of the Company
Senior Executive Officer of the Company
Manager of Service Planning Department and Mobile Plant Business
Department of Business Division (current)
Director and Executive Officer of the Company (current)

11,595 shares[Reason for nomination as candidate for Director]
Takeshi Sone has appropriately supervised the management and taken decisions on important matters as Director, been in charge of theMaintenance Service Business and Mobile Plant Business, the Company’s mainstay divisions, taken initiative in business strategies for the
Maintenance Service and Mobile Plant divisions, and driven forward the management plan. Given his track record and based on the judgmentthat he is an appropriate human resource for realizing continuous improvement in its corporate values, the Company requests to elect him
again as Director.

11

Candidate
numberName(Date of birth)

Brief personal history, position and responsibility at Nikko Co., Ltd.
(Important concurrent position)
December 1988
March 2003
April 2010

KoichiKawakami
6(Date of birth:
July 8, 1965)
Reappointment

October 2014
April 2018
April 2021
June 2021
January 2022
October 2022
April 2023
June 2023

Joined Nikko Co., Ltd.
General Manager of Corporate Planning Office, Administrative
Division of the Company
General Manager of International Planning Office, International
Business Department of the Company
General Manager of General Affairs Office, General Affairs
Department of the Company
Branch Manager of Chubu Branch of the Company
Manager of President Office and General Manager of Quality
Assurance Office of the Company
Executive Officer of the Company (current)Manager of Corporate Planning Department and CEO’s Office, DX
Business Team Leader (CDO), General Manager of Quality
Assurance Office of the Company
Manager of Corporate Planning Department and CEO’s Office, DX
Business Team Leader (CDO) of the Company
Deputy General Manager of Administrative Division, Manager ofCorporate Planning Department and CEO Office, and DX Business
Team Leader (CDO) of the Company (current)
Director of the Company (current)

The number of sharesthe candidate holds in
the Company

6,800 shares[Reason for nomination as candidate for Director]
Koichi Kawakami has appropriately supervised the management and taken decisions on important matters as Director, been in charge of the
Administrative Division, taken initiatives in management strategies primarily at corporate planning divisions, and driven forward management
plans. Given his track record and based on the judgment that he is an appropriate human resource for realizing continuous improvement in its
corporate values, the Company requests to elect him again as Director.

Masafumi
Ishii
7(Date of birth:
November 3, 1957)
Reappointment

April 1980
February 2002
January 2004
July 2006
January 2013
July 2014
March 2017
January 2021
June 2021

Joined the Ministry of Foreign Affairs
Private Secretary to the Minister for Foreign Affairs
Minister, Embassy of Japan in the UK
Minister, Embassy of Japan in the USA
Director-General, International Legal Affairs Bureau, Ministry ofForeign Affairs
Ambassador Extraordinary and Plenipotentiary, Embassy of Japan in
Belgium
Ambassador Extraordinary and Plenipotentiary, Embassy of Japan inIndonesia
Retired from the Ministry of Foreign Affairs
Outside Director of the Company (current)

6,000 shares[Reason for nomination as candidate for Outside Director and expected roles]
Having served in a number of key positions at the Ministry of Foreign Affairs over many years, Masafumi Ishii has extensive knowledge ofinternational affairs based on his abundant international experience as well as understanding of the Asian region, where the Company aims to
expand its business in the future. He is expected to offer diverse and wide-ranging advices and appropriately supervise its businessexecution. While he has not been involved in corporate management in the past, the Company requests to elect him again as Outside
Director based on the judgment that he is an appropriate human resource for realizing continuous improvement in corporate values given theabove reasons, track record, and expectations.

12Candidate
numberName(Date of birth)

Brief personal history, position and responsibility at Nikko Co., Ltd.
(Important concurrent position)
April 2002

Rika Saeki June 2021
June 2022(Date of birth:
February 27, 1961)

8

Reappointment

Established Usystem Limited (current Usystem Co., Ltd.)
Representative Director, Usystem Co., Ltd. (current)
Outside Director of the Company (current)
Director, Kobe Commerce, Industry and Trade Center (current)<Important concurrent position>
Representative Director, Usystem Co., Ltd.
Director, Kobe Commerce, Industry and Trade Center

The number of sharesthe candidate holds in
the Company

None[Reason for nomination as candidate for Outside Director and expected roles]
Having been engaged in corporate management as the founder and manager of an operating company, Rika Saeki has extensive knowledge
and experience, which the Company expects to be reflected in its management. Further, the Company believes that it is necessary for its
future development to incorporate her knowledge of ICT, which is her main business, and her diverse opinions from the diversity perspective,and expects her to offer appropriate supervision of and advice on its business execution. Based on the above reasons, track record, andexpectations, the Company has judged her to be an appropriate human resource for realizing continuous improvement in its corporate values
and requests to elect her again as an Outside Director. If appointed, she is expected to continue to engage in the selection of officer
candidates and decision on the remuneration for officers as a Nomination and Remuneration Committee member from an objective andneutral standpoint.
April 1980

Joined Taiyo-Kobe Bank Limited (current Sumitomo Mitsui

April 2010

Executive Officer and Manager of Internal Audit Department,

Banking Corporation)

Shigeru
Sadakari

Sumitomo Mitsui Banking Corporation
May 2011

Managing Executive Officer, The Minato Bank, Ltd.

April 2013

Senior Representative Managing Director and Senior Managing
Executive Officer, The Minato Bank, Ltd.

9

(Date of birth:
September 22, 1957)

June 2015

Representative Director and Vice President, Kobe Tochi

Reappointment

June 2016

Representative Director and President, Kobe Maintenance of

6,000 shares

Tatemono Co., Ltd.
Building Co., Ltd.
June 2019

Outside Audit & Supervisory Board Member, the Company

June 2022

Outside Director of the Company (current)[Reason for nomination as candidate for Outside Director and expected roles]
Having been engaged in corporate management at financial institutions and operating companies over many years, Shigeru Sadakari has
extensive knowledge and experience, which the Company expects to be reflected in its management. Further, the Company believes that it isnecessary for its future development to incorporate his diverse opinions regarding financial and accounting, in which he is well-versed, andexpects him to offer appropriate supervision of and advices on its business execution. Based on the above reasons, track record, andexpectations, the Company requests to elect him again as Outside Director. If appointed, he is expected to continue to engage in the selectionof officer candidates and decision on the remuneration for officers as a Nomination and Remuneration Committee member from an objective
and neutral standpoint.

13

(Notes)
1. There is no special interest between Nikko Co., Ltd. and each of the candidates.
2. Masafumi Ishii, Rika Saeki, and Shigeru Sadakari are candidates for Outside Director.
3. Nikko Co., Ltd. has reported to the Tokyo Stock Exchange that Masafumi Ishii, Rika Saeki, and Shigeru Sadakari as Independent Directors, whose
designation is required by the exchange as directors who do not cause conflict of interests with general shareholders. If all three are reappointed, theCompany plans to continue to designate them as Independent Directors.
4. Masafumi Ishii and Rika Saeki currently serve as Outside Directors. Their terms of office will be three years each at the conclusion of this Ordinary
General Shareholders’ Meeting. Shigeru Sadakari currently serves as an Outside Director. His term of office will be two years at the conclusion of thisOrdinary General Shareholders’ Meeting. Sadakari served as an Outside Audit & Supervisory Board Member of the Company in the past.
5. Nikko Co., Ltd. has entered into agreements with Masafumi Ishii, Rika Saeki, and Shigeru Sadakari to limit their liability for damages and the maximum
amount of their liability under these agreements is the amount provided for in laws and regulations. Upon approval of their election, the Company plans
to continue these agreements with them.
6. The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3 (1) of the Companies Act with an insurancecompany and the insurance policy covers liability of the insured including Directors arising from the performance of their duties and damage claims put
forward pertaining to the pursuit of the said liability. If the candidates are elected as Directors and take office, they become the insured of the said
insurance policy. The Company plans to keep the contents of the said insurance policy unchanged in the next renewal.
7. At the moment, the Company does not plan to sign an indemnity agreement based on Article 430-2 (1) of the Companies Act with each of thecandidates.

14

Proposal 3: Election of One Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Nobutaka Yasuda will expire at the conclusion ofthis Ordinary General Shareholders’ Meeting, and Nikko Co., Ltd. requests to elect one Audit & Supervisory
Board Member.
The candidate for Audit & Supervisory Board Member is as described below.
The candidate was determined at the Board of Directors upon consideration of a report by the Nomination
and Remuneration Committee, which serves as an advisory body to the Board of Directors, with the consent
of Audit & Supervisory Board.
Name(Date of birth)

Brief personal history and position at Nikko Co., Ltd.
(Important concurrent position)
April 1986
October 2003
April 2004
October 2007

Morie Okaaki

July 2013
April 2016

(Date of birth: November 2, 1963)
New appointment

June 2016
June 2017
June 2019
June 2021
April 2024

Joined Nikko Co., Ltd.
Deputy Branch Manager of Kitakanto Branch of theCompany
Manager of Kitakanto Sales Office
Manager of BP Sales Department, BP Business
Department, the Company
Manager, BP Sales Management Department, Tokyo
Head Office, the Company
Manager of BP Sales Management Department, Manager
of Industrial Machinery Sales Management Department,
and Director of Industrial Machinery Technology Center of
the Company
Executive Officer of the Company
Manager of Industrial Machinery Sales Management
Department and Director of Industrial Machinery
Technology Center of the Company
Manager of Industrial Machinery Sales Management
Department of the Company
Senior Executive Officer of the Company (current)Internal Control in-charge of the Company (current)

The number of sharesthe candidate holds in
the Company

40,490 shares[Reason for nomination as candidate for Audit & Supervisory Board Member]
Morie Okaaki is well versed in the operations of the Company from his experience of serving as the sales office manager and sales manager. The
Company has judged him as an appropriate human resource for appropriately implementing audit for ensuring corporate soundness and requests to electhim as Audit & Supervisory Board Member.
(Notes)1. There is no special interest between Nikko Co., Ltd. and the candidate.
2. The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3 (1) of the Companies Act with an insurancecompany and the insurance policy covers liability of the insured including Audit & Supervisory Board Member arising from the performance of theirduties and damage claims put forward pertaining to the pursuit of the said liability. If the candidate is elected as Audit & Supervisory Board Member andtakes office, he becomes the insured of the said insurance policy. The Company plans to keep the contents of the said insurance policy unchanged in
the next renewal.
3. The Articles of Incorporation of the Company stipulates rules regarding an agreement to limit liability of an Audit & Supervisory Board Member fordamages. However, it at this point does not plan to sign the said agreement with the candidate.
4. At the moment, the Company does not plan to sign an indemnity agreement based on Article 430-2 (1) of the Companies Act with the candidate.

15

Proposal 4: Election of One Substitute Audit & Supervisory Board Member
Haruhiro Ogawa was elected as a substitute Audit & Supervisory Board Member for Audit & Supervisory
Board Member Nobutaka Yasuda at the 160th Ordinary General Shareholders’ Meeting held on June 23,2023. The term of office of Audit & Supervisory Board Member Yasuda will expire at the conclusion of thisOrdinary General Shareholders’ Meeting, and Nikko Co., Ltd. requests to elect one substitute Audit &Supervisory Board Member for Morie Okaaki, who will take office as Audit & Supervisory Board Member
provided Proposal 3: Election of One Audit & Supervisory Board Member is approved as proposed at theGeneral Shareholders Meeting.
The validity of the election of a substitute Audit & Supervisory Board Member is subject to cancellation only
before his taking office by the resolution of the Board of Directors with the consent of the Audit & Supervisory
Board.
The validity of the preliminary election of the substitute Audit & Supervisory Board Member is, in accordancewith the Articles of Incorporation, from after this Ordinary General Shareholders’ Meeting till the start of theOrdinary General Shareholders’ Meeting to be held in two years.
The candidate for substitute Audit & Supervisory Board Member is as described below.
The candidate was determined at the Board of Directors upon consideration of a report by the Nomination
and Remuneration Committee, which serves as an advisory body to the Board of Directors, with the consent
of Audit & Supervisory Board.
Name(Date of birth)

Brief personal history and position at Nikko Co., Ltd.
(Important concurrent position)
April 1991
April 2013

Haruhiro Ogawa(Date of birth: March 5, 1968)

April 2014
April 2017
October 2018
May 2021
April 2022

Joined Mitsui Taiyo Kobe Bank Limited (current Sumitomo
Mitsui Banking Corporation)
Branch Manager and Section Manager of Consultant
Section, Osaka Branch, SMBC Nikko Securities Inc.
Branch Manager, Kitasuzurandai Branch, Sumitomo Mitsui
Banking Corporation
Branch Manager, Mikage Branch, Sumitomo Mitsui
Banking Corporation
Senior Manager, Inheritance Advisory Business Division,
Sumitomo Mitsui Banking Corporation
Seconded to the Company
Manager, Financial Department, Administrative Division of
the Company (current)
Joined the Company

The number of sharesthe candidate holds in the
Company

300 shares[Reason for nomination as candidate for substitute Audit & Supervisory Board Member]
Haruhiro Ogawa has worked for a bank and securities company for many years before serving as the Manager of Financial Department of the Company,and has extensive knowledge and experience regarding financial and accounting. If elected as Audit & Supervisory Board Member, Ogawa is expected toappropriately implement audit for ensuring corporate soundness. Based on these reasons, the Company requests to elect him as substitute Audit &Supervisory Board Member.

16

(Notes)
1. There is no special interest between Nikko Co., Ltd. and the candidate.
2. The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3 (1) of the Companies Act with an insurancecompany and the insurance policy covers liability of the insured including Audit & Supervisory Board Member arising from the performance of theirduties and damage claims put forward pertaining to the pursuit of the said liability. If Haruhiro Ogawa takes office as an Audit & Supervisory Board
Member and takes office, he becomes the insured of the said insurance policy. The Company plans to keep the contents of the said insurance policy
unchanged in the next renewal.
3. The Articles of Incorporation of the Company stipulates rules regarding an agreement to limit liability of an Audit & Supervisory Board Member fordamages. However, it does not plan to sign the said agreement with Haruhiro Ogawa if he takes office as Audit & Supervisory Board Member.
4. At the moment, the Company does not plan to sign an indemnity agreement based on Article 430-2 (1) of the Companies Act with Haruhiro Ogawa if hetakes office as Audit & Supervisory Board Member.

17

Proposal 5: Revision of Amount of Remuneration for Directors
The total amount of remuneration for the Company’s Directors was resolved as 220 million yen or less per
year at the 151st Ordinary General Shareholders’ Meeting held on June 20, 2014, and has been unchanged
till now. However, taking into consideration various circumstances such as an expected increase in
responsibilities and expected roles of the Directors more than ever, enhancement of management structure,and changes in the composition of the Board of Directors for strengthening of corporate governance, theCompany would like to revise the total amount of remuneration for Directors to 310 million yen or less per
year including 50 million yen or less for Outside Directors.
The amount of remuneration of Directors does not include the employee salary portion of the remuneration of
employees concurrently serving as Directors, as in the past.
The proposal comprehensively considers the business scale of the Company, its officer remuneration
system, its payment level, the current number of officers, and future trends. It was approved by the Board of
Directors following the deliberation by the Nomination and Remuneration Committee and its contents are
deemed appropriate.
The policy regarding determination of individual remuneration for the Company’s Directors is as described in
the Business Report.
The Company currently has nine Directors (including three Outside Directors) and the number of Directors
does not change even after Proposal 2 is approved as proposed.

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Proposal 6: Revision of Amount of Remuneration for Audit & Supervisory
Board Members
The total amount of remuneration for the Company’s Audit & Supervisory Board Members was resolved as
50 million yen or less per year at the 146th Ordinary General Shareholders’ Meeting held on June 25, 2009,and has been unchanged till now. However, taking into consideration growing roles and responsibilities of
Audit & Supervisory Board Members along with the growing scope of their assignment given the subsequent
expansion of the business scale of the Group and strengthening of its corporate governance system. In orderto realize a pay level that is relevant in view of these roles and responsibilities, the Company would like torevise the total amount of remuneration for Audit & Supervisory Board Members to 80 million yen or less per
year.
The proposal comprehensively considers the business scale of the Company, its officer remuneration
system, its payment level, the current number of officers, and future trends. It was approved by the Board of
Directors following the deliberation by the Nomination and Remuneration Committee and discussions with
the Audit & Supervisory Board Members and its contents are deemed appropriate.
The Company currently has four Audit & Supervisory Board Members (including three Audit & Supervisory
Board Members) and the number of Audit & Supervisory Board Members does not change even after
Proposal 3 is approved as proposed.

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(Reference) Diversity of the Board of Directors and the Audit & Supervisory Board (if Proposal 2 andProposal 3 are approved)
Directorcandidatenumber1

Name

Independence
Corporate(Outsidemanagement
Directors only)
Business
operation

Takahisa
Nishikawa

Knowledge and experience the Company expects*
Industrial Finance and
LegalInternationalSales
knowledge accounting compliance experience experience

●

●
●

ICT

●

Engineeringexperience●

2

Masaru Tsuji●

3

Hiroshi Fujii●

4

Tomomi Nakayama

●

●

●

●

5

Takeshi Sone

●

●

●

●

6

Koichi Kawakami

●

●

7

Masafumi Ishii●

8

Rika Saeki

●

●

9

Shigeru Sadakari

●

●

●
●

●

●

●

●

●
●

Administrative
experience

●

●

●

●
●

●

●

* The above list does not cover all knowledge and experiences the candidates have.
* ICT in the above list denotes Information and Communication Technology.
Audit &
Supervisory
Board
MembercandidatenumberKnowledge and experience the Company expects*
Name

Independence
Corporate(Outsidemanagement
Directors only)
Business
operation–

Morie Okaaki–

Naoki Ota●–

Tsuyoshi Fukui●–

Koji Yoneda●●

Industrial Finance and
LegalInternationalSales
knowledge accounting compliance experience experience
●

●

●

●
●
●

* The above list does not cover all knowledge and experiences the Audit & Supervisory Board Members have.

20

ICT

Engineeringexperience

Administrative
experience

(Reference) Criteria for Independence of Outside Officers
The Company shall set the criteria for independence of its outside officers (Directors and Audit & Supervisory Board Members) as
follows. If none of the following items applies to an outside officer (or its candidate), the Company deems that the said outside officer
maintains adequate independence.
Outside officers shall strive to maintain the independence stipulated by the criteria until retirement. If they come to lose theindependence stipulated by the criteria, he or she shall immediately notify the Company.
1.
2.
3.
4.
5.
6.
7.

8.
9.
10.
11.
12.

13.

A person who is or used to be engaged in business execution*1 of the Company as well as its subsidiaries and affiliates (hereafterreferred to as the “Group”).
Party for whom the Group is a major business partner*2 or a major business partner of the Group and a person who is engaged inbusiness execution at the major business partner of the Group.
A major shareholder*3 of the Company or a person engaged in business execution at a major shareholder of the Company.
A person engaged in business execution at a party in which the Group is a major shareholder.
A Group’s major lender*4 or person engaged in business execution at a Group’s major lender.
A person who belongs to the accounting firm that is the accounting auditor of the Group.
A consultant, accountant, tax accountant, attorney at law, judicial scrivener, patent attorney, or other expert receiving 10 million yen
or more a year other than officers’ compensation from the Group (if such financial benefits are obtained by an organization such as
an incorporated entity and union, a person belonging to such an organization).
A person receiving 10 million yen or more a year from the Group.
A person engaged in the business execution at a company where the Company’s outside officer concurrently holds a position.
A person who fell under any of above items 2 to 9 in the past three years.
Spouse, or a relative within one or second degree from a person who falls under any of above items 1 to 10 in the past three years
or a relative who lives together with the person.
A person who currently holds the position of an independent officer and the total number of years in service as Director exceeds
eight years if reappointed or the total number of years in service as Audit & Supervisory Board Member exceeds 12 years if
reappointed.
In addition to the above items, a person who has a special reason which prevents him or her from performing the duties of an
independent outside officer such as a possible conflict of interest with the Company.

*1 “Person engaged in business execution” refers to executive directors, executives, executive officers, and other officers and employees in an equivalent position at a corporate
body, etc.
*2 “Major business partner” refers to a business partner whose transaction exceeds 2% of net sales of either party in the most recent fiscal year.
*3 “Major shareholder” refers to a party that directly or indirectly holds 10% or more of the voting rights.
*4 “Major lender” refers to a person from which the Group is borrowing equivalent to 2% or more of its consolidated total assets in the most recent fiscal year.

Enacted on May 21, 2021

21