Basic Policy on Corporate GovernanceAll our activities are based on "Making people's lives healthier, safer and more fulfilling"
as stated in our corporate philosophy. Following this philosophy, we aim to improve theOlympus group’s continuous development and mid- and long-term corporate value for all
stakeholders, including shareholders.
Basic Idea 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 theabove corporate philosophy, our company has implemented the principles of theCorporate Governance Code and developed this policy with the aim of realizing effective
corporate governance.
1. Securing Shareholders’ Rights and Equality(1) Securing Shareholders’ Rights
We respect shareholders’ rights and secure their substantial equality.
(2) 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.
(3) Basic Capital Policy
In order to enhance corporate value, our basic capital policy is to provide continuousshareholder returns, with priority given to investment in growth areas, based on thepremise of securing a stable financial base. In addition, we explain this policy in dialogue
with shareholders/investors.
(4) 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 these 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.
(5) Related Party Transactions
In the case of conducting related party transactions, the approval of the Board of
Directors of the Olympus Corporation or its applicable majority-owned subsidiarycompany involved in the transaction is required to be obtained, all in accordance withthe “Job Authority Rules” and any other related rules. Its applicable majority-owned
subsidiary company is required to report to Olympus after obtaining approval from theregional headquarters.
12. Cooperation with Stakeholders other than Shareholders
Under "Making people's lives healthier, safer and more fulfilling." as stated in ourcorporate 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 them among 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’s 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) 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. We report the use of theforegoing to the Audit Committee regularly and to the Board of Directors as necessary.
(5) 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 withpolicies and portfolios approved by the Asset Management Committee, which consists ofpersonnel, 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) 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 of businessactivities and sustainability in a fair, timely, appropriate and active manner for thepurpose of obtaining all stakeholders’ correct understanding and trust.
2(2) 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 supervises directors andexecutive officers, in the execution of their duties.
(2) Qualification of Directors and Auditors
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 and responsibilities.
(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 appropriatenumber of members, fifteen or fewer persons, as stipulated in the Articles ofIncorporation, in order to effectively and efficiently exercise the functions of the Boardof Directors.
(5) Independent Outside Director
From the viewpoint of increasing the supervisory 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) Chairman of the Board of Directors
For the purpose of securing the supervisory function of the Board of Directors, anindependent outside director serves as the chairman 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 atthe director 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 directorsconstitute the absolute majority thereof. An independent outside director serves as3

the chairman.
Compensation Committee• The Compensation Committee shall deliberate directors' and executive officers'
compensation-related matters, etc., and prescribe policy in relation to determining
the details of compensation, etc., and in accordance with the policy, determine thecontents 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 chairman.
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 auditor
3) Other duties prescribed by law or by the Articles of Incorporation, and othermatters recognized as necessary by the Audit Committee• The Audit Committee shall consist of at least three individuals selected from among
the directors by the Board of Directors, of whom more than half shall be independent
outside directors. The chairman of the committee shall be an independent outsidedirector. 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 thecandidates 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 ofDirectors.
(10) Compensation System
Regarding officers’ compensation (directors and executive officers), the basic policy is toprovide compensation that is suited to their duties, and to increase the awareness among
the officers in order to: “Meet expectations of various stakeholders by aiming to maximize
corporate values.” Based on said policy, the Compensation Committee focuses onappropriately setting the compensation ratio linked to short and mid- and long-term
performance, and decides officers’ compensation.

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(11) Management of the Board of Directors Meeting
For the purpose of deciding on important matters and supervising 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 ofDirectors 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
to the executive officers.
(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
1) We endeavor to actively provide the directors with information helpful for effectively
fulfilling their roles and duties.
2) The outside directors of Olympus may, whenever deemed necessary or appropriate,
request an explanation or report from internal directors, executive officers oremployees, or request the submission of internal materials.
3) We are working to stimulate discussions at the Board of Directors, providing outsidedirectors with explanation of agendas in advance and setting opportunities for debate
about corporate strategy, as necessary.
4) We establish at the Board of Directors and each Committee a secretariat withappropriate personnel to enable the Board of Directors and each director, theNominating, Compensation, and Audit Committees and their respective members toproperly 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,including tours to our business office and factory, as well as study groups on our business,etc.

5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 withShareholders/Investors.
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 informationexchange and improving the system for providing shareholders’ opinions as
feedback, etc. to the upper management team.
In our dialogue with shareholders, etc., we shall comply with the laws and theFinancial Instruments Exchange rules, and shall disclose information incompliance therewith. Olympus shall also proactively disclose those information
which may have a material impact on its corporate value evaluation in accordancewith Fair Disclosure Rules and the Internal Information Disclosure Criteria
regardless whether such disclosure is not required by the laws or the rules.
2) Policy for Dialogue by the CEO and CFO
The President and the financial officer 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 management strategy
presentation, Investor Day, and financial results announcement, we proactively
provide opportunities for direct dialogue with shareholders, etc. through individualand group meetings, domestic and international road shows on a regular basis, andparticipation 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 toconducting individual interviews at any time as requested by shareholders, etc. wewill regularly implement IR events, such as briefing sessions for individualinvestors and facility tours. Moreover, we will actively provide information toshareholders, etc. through the website, integrated reports, business reports forshareholders and the Convocation of the General Meeting of Shareholders, etc.
4) Policy for internal information exchange
The IR function, as needed, exchanges information with relevant departments andbusiness units on a daily basis, and establishes a project team if necessary, in orderto build a coordinated collaboration system. Moreover, the IR function reportsshareholders’ opinions and concerns obtained from dialogue with shareholders
centering on institutional investors at the Group Executive Committee as well as
6the Board of Directors meeting, if necessary. Thereafter, the contents 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 dialogue with shareholders, etc. the IR function issues a reminder to theperson 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 enhancement of corporate value, 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 ofDirectors.
Established June 26, 2015
Revised June 28, 2016
Revised June 19, 2017
Revised May 31, 2018
Revised June 26, 2018
Revised June 25, 2019
Revised July 30, 2020
Revised November 5, 2021
Revised March 28, 20247