Nihon Kohden : Notice of the 73rd Ordinary General Meeting of Shareholders

These documents have been translated from Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

(Securities code: 6849) June 5, 2024

To Shareholders with Voting Rights

Hirokazu Ogino

Representative Director,

President and Chief Executive Officer

NIHON KOHDEN CORPORATION

31-4, Nishiochiai 1-chome,Shinjuku-ku,

Tokyo, Japan

NOTICE OF THE 73RD ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We hereby announce that the 73rd Ordinary General Meeting of Shareholders of NIHON KOHDEN CORPORATION (the "Company") will be held as described below.

In convening this General Meeting of Shareholders, the Company has taken measures to provide you with the materials for the General Meeting of Shareholders electronically and posted matters to be provided electronically on the following website.

The Company's website: https://www.nihonkohden.co.jp/ir/stock/meeting.html

In addition, the matters to be provided electronically have also been posted on the following website:

Website of the Tokyo Stock Exchange: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

(Please refer to the information by entering either the Company's name or securities code, and selecting "Basic information" and "Documents for public inspection/PR information".)

If you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc. or in writ- ing. We would appreciate it if you could review the Reference Documents for the General Meeting of Shareholders (described hereinafter) and exercise your voting rights by no later than 5:10 p.m. on Tuesday, June 25, 2024 (JST), via the internet, etc. or by posting the enclosed Voting Rights Exercise Form with indications of your vote for or against the Company's proposals.

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1. Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. (JST)

2. Venue:	Fourth floor hall, No. 1 building of the Company's head office,
	31-4, Nishiochiai 1-chome,Shinjuku-ku, Tokyo, Japan

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

73rd Fiscal Year (from April 1, 2023 to March 31, 2024), and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Committee

2. Non-Consolidated Financial Statements for the Company's 73rd Fiscal Year (from April 1, 2023 to March 31, 2024)

Proposals to be resolved:

Proposal No.1: Distribution of Surplus

Proposal No.2: Election of Nine Directors (Excluding Directors Serving as Audit & Supervisory Committee Members)

Proposal No.3: Election of Two Directors Serving as Audit & Supervisory Committee Members

Proposal No.4: Election of One Substitute Director Serving as Audit & Supervisory Committee Member

Proposal No.5: Revision of the Amount of Remuneration to Outside Directors (Excluding Directors Serving as Audit & Supervisory Committee Members)

Proposal No.6: Determination of Remuneration to Directors (Excluding Directors Serving as Audit & Supervisory Committee Members and Outside Directors) for Allotment of Performance-linkedPost-delivery Restricted Stock

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• When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk for the General Meeting of Shareholders.
• Any correction or update of the materials for the General Meeting of Shareholders (the matters to be pro- vided electronically), will be posted on the websites mentioned above.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Distribution of Surplus

The Company recognizes that returning profits to shareholders is one of management's most important tasks. The basic policy on distribution of profits and dividends is to make investments for future business expansion and enhance shareholder returns as well as securing a sound financial foundation. The priority for distribution of profits is i) investment necessary for future business expansion used in R&D investments, capital investments, M&A or alliances, and development of human resources, and ii) shareholder returns. In terms of shareholder returns, the Company will increase dividends in a stable manner in line with growth in business performance. Share buybacks are conducted in a flexible manner, taking into account comprehensively the Company's future business deployment, investment plans, retained earnings, and stock price level. The Company has revised the indicators and targets for shareholder returns from a consolidated dividend payout ratio of 30% or more to a consolidated total return ratio of 35% or more.

Based on this policy, the Company hereby proposes the distribution of surplus as follows.

1. Matters related to the year-end dividend:

1. Matters concerning allotment of dividend property to shareholders and total amount 31 yen per share of the Company's common stock
   Total amount: 2,600,798,134yen
   Note: Combined with the interim dividend (30 yen per share), the total annual dividend for the fiscal year ended March 31, 2024 will be 61 yen per share.
2. Effective date of distribution of surplus

June 27, 2024

2. Other matters related to distribution of surplus:

To enable to realize flexible capital policies, including shareholder returns, that respond to changes in the

future business environment, the Company hereby proposes a partial reversal of general reserve as follows.

(1)	Item of surplus decreased and amount
	General reserve	3,000,000,000 yen
(2)	Item of surplus increased and amount
	Retained earnings brought forward	3,000,000,000 yen

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Proposal No.2: Election of Nine Directors (Excluding Directors Serving as Audit & Supervisory Committee Members)

The terms of office for all (eight) Directors (excluding Directors serving as Audit & Supervisory Committee Members) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, in order to further reinforce the management structure of the Company, an increase in the number of Directors by one and the election of nine Directors (excluding Directors serving as Audit & Supervisory Committee Mem- bers) is proposed.

The nomination of candidates for the Directors (excluding Directors serving as Audit & Supervisory Committee Members) was resolved by the Board of Directors, after deliberation by the Nominating & Compensation Committee, which has been established for the purpose of securing transparency and objectivity of the management as an optional advisory body for the Board of Directors, which consists of three Outside Directors and which is chaired by one of such Outside Directors.

The candidates are as follows:

No.	Name
1	Hirokazu Ogino	(Male)
(Reappointment)
2	Takashi Tamura	(Male)
(Reappointment)
3	Tadashi Hasegawa	(Male)
(Reappointment)
4	Eiichi Tanaka	(Male)
(Reappointment)
5	Yasuhiro Yoshitake	(Male)
(Reappointment)
	Shigeru Kawatsuhara	(Male)
6	(New Appointment)
Outside Director/
	Independent Director
	Hidemitsu Sasaya	(Male)
7	(Reappointment)
Outside Director/
	Independent Director
	Sumie Morita	(Female)
8	(New Appointment)
Outside Director/
	Independent Director
	Danny Risberg	(Male)

• (New Appointment) Outside Director/ Independent Director

Current Position	Years served as Director
at the Company
Representative Director	12years
Representative Director	16years
Corporate Director	9years
Corporate Director	7years
Corporate Director	7years
Outside Director
(serving as an Audit & Super-	8years
visory Committee Member)
Outside Director	2years
―	―
―	―

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No.	Name		Career summaries, positions, responsibilities,	Number of
	shares of the
(Date of birth)		and significant concurrent positions
		Company held
		April 1995	Joined the Company
		April 2007	President of Nihon Kohden Europe GmbH
	Hirokazu Ogino	April 2011	General Manager of Marketing Strategy Department
	(May 28, 1970)	June 2011	Operating Officer
		June 2012	Corporate Director and Operating Officer	44,443
	(Male)	April 2013	General Manager of International Operations
	shares
		June 2013	Corporate Director and Senior Operating Officer
	(Reappointment)
	October 2013	CEO of Nihon Kohden America, Inc.
		June 2015	Representative Director, President and COO
1		June 2017	Representative Director, President and Chief Executive
		Officer (current position)

(Reasons for nomination of the candidate for Director)

Mr. Hirokazu Ogino has abundant experience and achievements acquired through his career in the Company and its group companies, including the President of foreign sales subsidiaries and the General Manager of Marketing Strategy and International Operations. In addition, he has been responsible for management of the Company since 2015 as the President and been devoted to increasing the corporate value through creating the Company's Long-term Vision and implementing the Company's Three-year Business Plan. We anticipate that he will make the most of his expertise and experience of management he has accumulated to date for reinforcement of the Board of Director's decision-making and supervision of management. Accordingly, we propose that he be nominated in the position of Director continuously.

		April 1983	Joined the Company
		April 2003	President of Nihon Kohden Kansai Corporation
	Takashi Tamura	April 2007	General Manager of Sales Operations
	June 2007	Operating Officer
	(March 22, 1959)
	June 2008	Corporate Director and Operating Officer
		32,890
	(Male)	April 2011	General Manager of International Operations
	April 2013	General Manager of Service Business Division	shares
	(Reappointment)	April 2014	General Manager of Customer Service Operations
	June 2015	Corporate Director and Senior Operating Officer
2		April 2016	General Manager of Sales Operations
	June 2017	Representative Director and Executive Operating Officer
		April 2024	Representative Director (current position)

(Reasons for nomination of the candidate for Director)

Mr. Takashi Tamura has served as the President of domestic sales subsidiaries and the General Manager of Domestic Operations, International Operations and Customer Service and has abundant experience and achievements. We anticipate that he will make the most of his expertise and experience he has accumulated to date for reinforcement of the Board of Director's decision-making and supervision of manage- ment. Accordingly, we propose that he be nominated in the position of Director continuously.

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Name

(Date of birth)

Tadashi Hasegawa

(June 17, 1959)

(Male)

(Reappointment)

No.

3

Career summaries, positions, responsibilities,

and significant concurrent positions

April 1983 Joined Saitama Bank Ltd.

June 2009 Operating Officer of Saitama Resona Bank Limited

June 2011 Senior Operating Officer of Saitama Resona Bank Limited

June 2013 Corporate Director and Senior Operating Officer of Saitama Resona Bank Limited

March 2014 Retired as Corporate Director and Senior Operating Of-

ficer of Saitama Resona Bank Limited

April 2014 Joined the Company

June 2014 Operating Officer (responsible for Internal Auditing

Department)

June 2015 Corporate Director and Senior Operating Officer

April 2017 Chief Compliance Officer (current position)

April 2020 General Manager of Global Corporate Administration

Operations

April 2022 Corporate Director and Executive Operating Officer

April 2024 Corporate Director, Executive Operating Officer, Chief

Administrative Officer, General Manager of Corporate

Administration Operations (current position)

(Reasons for nomination of the candidate for Director)

Number of

shares of the

Company held

23,242 shares

Mr. Tadashi Hasegawa has plenty of knowledge of finance and accounting acquired through his abundant experience in banking institutions. After he joined the Company, he served as the Director responsible for Internal Auditing Department and he is currently the General Manager of Corporate Administration Operations and the Director responsible for Finance, Legal Affairs, Compliance, and Information Systems. We anticipate that he will make the most of his expertise and experience he has accumulated to date for reinforcement of the Board of Director's decision-making and supervision of management. Accordingly, we propose that he be nominated in the position of Director continuously.

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No.

4

Name		Career summaries, positions, responsibilities,
(Date of birth)		and significant concurrent positions
	April 1985	Joined the Company
	April 2002	General Manager of Marketing & Business Development
		Department
	October 2003	President of Nihon Kohden America, Inc.
	April 2008	General Manager of General Affairs and Human Re-
		sources Department
	June 2008	Operating Officer
	April 2011	General Manager of Accessories & Consumables Busi-
Eiichi Tanaka		ness Operations
April 2013	Corporate Director & Senior Operating Officer of Nihon
(July 15, 1962)
	Kohden Tomioka Corporation
(Male)	April 2014	President of Nihon Kohden Tomioka Corporation
April 2017	General Manager of Import Business Operations
(Reappointment)	June 2017	Corporate Director and Operating Officer
	April 2019	General Manager of Corporate Strategy Division
	April 2020	General Manager of US Operations
	April 2022	Corporate Director and Senior Operating Officer
	January 2024	President of Nihon Kohden North America, Inc. (current
		position)
	April 2024	Corporate Director, Senior Operating Officer, Chief Re-
		gional Officer - North America, General Manager of
		North America Business Operations (current position)

(Reasons for nomination of the candidate for Director)

Number of

shares of the

Company held

11,917shares

Mr. Eiichi Tanaka is currently the General Manager of North America Business Operations after serving as the General Manager of Marketing & Business Development, General Affairs & Human Resources, Import Business Operations and Corporate Strategy as well as the President of a foreign and domestic sales subsidiary and a domestic manufacturing subsidiary, and has abundant experience and achievements. We anticipate that he will make the most of his expertise and experience he has accumulated to date for reinforcement of the Board of Director's decision-making and supervision of management. Accordingly, we propose that he be nominated in the position of Director continuously.

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No. Name (Date of birth)

Yasuhiro Yoshitake

(March 20, 1966)

(Male)

(Reappointment)

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Career summaries, positions, responsibilities,

and significant concurrent positions

April 1988 Joined the Company

October 2003 President of Nihon Kohden Europe GmbH

April 2007 General Manager of Sales Promotion Division, International Operations

April 2008 Managing Director of Nihon Kohden Trading (Shanghai) Co., Ltd.

April 2011 General Manager, China Operations

June 2011 Operating Officer

April 2013 General Manager, Asia and Middle East Operations

April 2015 General Manager of International Business Operations (current position)

June 2017 Corporate Director and Operating Officer

February 2019 President and CEO of Nihon Kohden America, Inc.

April 2022 Corporate Director and Senior Operating Officer (current position)

April 2024 Chief Regional Officer - International (current position)

Number of

shares of the

Company held

8,989 shares

(Reasons for nomination of the candidate for Director)

Mr. Yasuhiro Yoshitake is currently the General Manager of International Business Operations after serving as the President of foreign sales subsidiaries and the General Manager of Asia and Middle East Op- erations, and has abundant experience and achievements. We anticipate that he will make the most of his expertise and experience he has accumulated to date for reinforcement of the Board of Director's decision -making and supervision of management. Accordingly, we propose that he be nominated in the position of Director continuously.

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	Name		Career summaries, positions, responsibilities,	Number of
No.		and significant concurrent positions	shares of the
(Date of birth)
			Company held
		April 1975	Joined Toko, Inc.
	Shigeru Kawatsuhara	April 2002	Senior Manager of Sales Department 1, Sales Operations,
	(February 14, 1952)		Toko, Inc.
		April 2004	General Manager of Sales Center, Toko, Inc.
	(Male)	June 2005	Corporate Director and General Manager of Sales Center,
			Toko, Inc.	0
	(New Appointment)	April 2008	President of Toko, Inc.	shares
		May 2014	Chairman of Toko, Inc.
	Candidate for	March 2015	Senior Advisor of Toko, Inc.
	Outside Director /	April 2016	Part-time Advisor of Toko, Inc.
	Independent Director	June 2016	Outside Director (serving as an Audit & Supervisory
			Committee Member) (current position)

(Reason for nomination of the candidate for Outside Director and overview of expected roles)

• Mr. Shigeru Kawatsuhara is a candidate for Outside Director.
• 1. We anticipate that he will make the most of his excellent expertise and abundant experience of the management of a company acquired through his carrier as a global business executive for providing objective and neutral advice and independent supervision of the Company's management. Accord- ingly, we propose that he be nominated in the position of Outside Director. He will have been in office as Outside Director serving as an Audit & Supervisory Committee Member of the Company for eight years at the conclusion of this General Meeting of Shareholder.
  2. The Company has concluded a liability limitation agreement with Mr. Shigeru Kawatsuhara to limit his liability under the provisions of Article 423, Paragraph 1 of the Companies Act up to the mini- mum liability amount stipulated in Article 425, Paragraph 1 of the same Act. If his election is ap- proved, we will continue the liability limitation agreement with him.
  3. The Company has filed with the Tokyo Stock Exchange a notification to establish that Mr. Shigeru Kawatsuhara is an independent director as provided by the Exchange, because he satisfies the re- quirements therefor. If his election is approved, the Company will notify the Tokyo Stock Exchange again that he is an Independent Director.

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No.

7

Name		Career summaries, positions, responsibilities,	Number of
	shares of the
(Date of birth)		and significant concurrent positions
	Company held
	April 1977	Joined the Ministry of Agriculture and Forestry (cur-
		rently Ministry of Agriculture, Forestry and Fisheries)
	July 2005	Councillor, Minister's Secretariat, the Ministry of the
		Environment
	August 2006	Councillor, Minister's Secretariat, the Ministry of Agri-
		culture, Forestry and Fisheries
Hidemitsu Sasaya	July 2007	Director-General of the Kanto Regional Forest Office
March 2008	Retired the Ministry of Agriculture, Forestry and Fisher-
(May 24, 1953)
	ies
(Male)	May 2008	Joined ITO EN, LTD.
July 2010	Corporate Director of ITO EN, LTD.	0
	July 2014	Managing Executive Officer of ITO EN, LTD.
(Reappointment)	shares
December 2018 Representative Director of Office Sasaya Co., Ltd. (cur-
Candidate for
	rent position)
Outside Director /
April 2019	Retired as Advisor of ITO EN, LTD.
Independent Director
April 2019	Visiting Professor at the Graduate School of Information

& Communication (currently the Graduate School of Social Design)

April 2020 Professor at Platform for Arts and Science, Chiba

University of Commerce

June 2022 Outside Director (current position)

April 2024 Visiting Professor at Chiba University of Commerce (current position)

(Reasons for nomination of the candidate for Outside Director and overview of expected roles) Mr. Hidemitsu Sasaya is a candidate for Outside Director.

1. Mr. Hidemitsu Sasaya had been engaged in corporate management as a corporate director and an executive officer and had mainly promoted ESG/SDGs after holding important positions in the area of public administration of agriculture, forestry and fisheries and environment. He is currently a pro- fessor at a university specializing in policy research on SDGs, etc. We anticipate that he will make the most of his expertise and insight in the public and private sectors as well as academia for improv- ing the role and function of the Board of Directors in promoting sustainability and providing objective and neutral advice and independent supervision of the Company's management. Accordingly, we propose that he be nominated in the position of Outside Director continuously. He will have been in office as an Outside Director of the Company for two years at the conclusion of this General Meeting of Shareholders.
2. The Company has concluded a liability limitation agreement with Mr. Hidemitsu Sasaya to limit his liability under the provisions of Article 423, Paragraph 1 of the Companies Act up to the minimum liability amount stipulated in Article 425, Paragraph 1 of the same Act. If his election is approved, we will continue the liability limitation agreement with him.
3. The Company has filed with the Tokyo Stock Exchange a notification to establish that Mr. Hidemitsu Sasaya is an Independent Director as provided by the Exchange, because he satisfies the requirements therefor. If his re-election is approved, the Company will notify the Tokyo Stock Exchange again that he is an Independent Director. No material conflict of interest exists between the Company and Chiba University of Commerce where he holds the significant concurrent position. He is the Representative Director of Office Sasaya Co., Ltd., which delivered a lecture on sustainability to executive officers and employees of the Company, but the amount of remuneration paid to Office Sasaya Co., Ltd. in the 73rd fiscal year is less than 10 million yen.

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