Notice Concerning Transition to NIKON

OREANDA-NEWS.  NIKON CORPORATION (“Company”) hereby announces that it resolved, at the Board of Directors meeting held on May 20, 2016, to submit proposals of transition to a company with an audit and supervisory committee subject to approval at the 152nd Annual General Shareholders’ Meeting to be held on June 29, 2016 and partial amendments to the Articles of Incorporation on the agenda of the 152nd Annual General Shareholders’ Meeting to be held on June 29, 2016, as follows.

The appointment of Directors and Officers subsequent to the transition to a company with an audit and supervisory committee has been separately disclosed in the “New appointment of Directors and Officers subsequent to the transition to a Company with an Audit and Supervisory Committee” as of today.

1. Transition to a Company with an Audit and Supervisory Committee

(1) Purpose of Transition

The Company has long considered corporate governance to be an important managerial challenge and taken efforts to strengthen necessary systems. The Company recognizes the importance of improving management efficiency and transparency and further strengthening the supervisory function over business execution, taking into account the introduction of the “Japanese Version of the Stewardship Code” and the “Corporate Governance Code.” These moves are aimed at achieving sustainable growth and the enhancement of corporate value over the medium to long term, while better fulfilling the Company’s responsibilities to shareholders.

In view of these circumstances, the Company has determined its transition to a company with an audit and supervisory committee to promote clarifying operational responsibility by delegating authority, prompt decision-making, and strengthening the supervisory function of the Board of Directors.

(2) Transition Schedule

Transition to a company with an audit and supervisory committee is to be implemented subsequent to the approval of amendments to the Articles of Incorporation necessary for the transition at the 152nd Annual General Shareholders’ Meeting of the Company to be held on June 29, 2016.

2. Partial Amendments to the Article of Incorporation

(1) Reasons for Amendments

1. The Company makes necessary amendments to the Articles of Incorporation to conduct its transition to a company with an audit and supervisory committee, in light of further improving corporate governance by strengthening the supervisory function of the Board of Directors.
2. With the enforcement of the “Act for Partial Revision of the Companies Act” (Act No.90 of 2014), the Company can now enter into liability limitation agreements with Directors who do not engage in business execution as well as External Directors. Accordingly, the Articles of Incorporation shall be amended in order to facilitate the recruitment of competent human resources as Directors and to have them fully perform their expected roles.

(2) Description of Amendments

Amendments are described as in the Appendix.

(3) Schedule

June 29, 2016 (planned)
Date of holding the Annual General Shareholders’ Meeting at which the amendments to the Articles of Incorporation are to be proposed.
June 29, 2016 (planned)
Effective date of the amendments of the Articles of Incorporation