Board of Directors

Outside Directors
Committees Composition
Evaluation of effectiveness of the Board of Directors

Outside Directors

Olympus is a company with Nominating Committee, etc. Our current corporate governance structure is as follows:

The Board of Directors consists of 11 members, of which 10 are independent outside directors. The reasons of appointment of outside directors are as follows:

Masato Iwasaki

Reason for appointment

Dr. Masato Iwasaki provides advice and monitors the management of the Olympus Group from a position independent and objective and based on his extensive experience as a business manager at a global company in the healthcare industry and his global and extensive knowledge cultivated through his experience as an outside director at other companies. In addition, he leads the Board of Directors as Chairperson of the Board and he has facilitated decisions on the contents of proposals regarding the election of directors and in deliberations on matters related to the appointment of executive officers from a broad perspective as the Chairperson of the Nominating Committee. Olympus Corporation has determined that he possesses a high level of insight, expertise and capabilities, and that he will contribute to strengthening the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancement of the corporate value of the Olympus Group over the medium to long term. From the above, he was a candidate for outside director again and was elected at the general meeting of shareholders held on June 25, 2026.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Directors” stipulated by Olympus Corporation.

Attendance at meetings of the Board of Directors (12 meetings)

12 of 12

Attendance at meetings of the Committees

Nominating Committee: 12 of 12

Outside Officer

Yes

David Robert Hale

Reason for appointment

Mr. David Robert Hale provides advice and monitors the management of the Olympus Group from a position independent and objective and based on his diverse knowledge in global management cultivated through his extensive experience as a business manager at an investment company and his experience as an outside director at several other companies. In addition, he has participated in decisions on the compensation of directors and executive officers from a broad perspective as a member of the Compensation Committee. Olympus Corporation has determined that he possesses a high level of insight, expertise and capabilities, and that he will contribute to strengthening the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancement of the corporate value of the Olympus Group over the medium to long term. From the above, he was a candidate for outside director again and was elected at the general meeting of shareholders held on June 25, 2026.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Officers” stipulated by Olympus Corporation.

Attendance at meetings of the Board of Directors (12 meetings)

12 of 12

Attendance at meetings of the Committees

Compensation Committee: 9 of 9

Outside Officer

Yes

Jimmy C. Beasley

Reason for appointment

Mr. Jimmy C. Beasley provides advice and monitors the management of the Olympus Group from a position independent and objective and based on his expert knowledge of the global healthcare business cultivated through his extensive management experience in the world’s leading companies in the healthcare industry. In addition, he has facilitated discussions regarding the contents of compensation for directors and executive officers from a broad perspective as the Chairperson of the Compensation Committee. Furthermore, he has advised and monitored patient safety management, quality and product regulatory compliance, and research and development processes as a member of the Innovation & Safety (I&S) Committee. Olympus Corporation has determined that he possesses a high level of insight, expertise and capabilities, and that he will contribute to strengthening the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancement of corporate value of the Olympus Group over the medium to long term. From the above, he was a candidate for outside director again and was elected at the general meeting of shareholders held on June 25, 2026.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Officers” stipulated by Olympus Corporation.

Attendance at meetings of the Board of Directors (12 meetings)

11 of 12

Attendance at meetings of the Committees

Compensation Committee: 9 of 9

Outside Officer

Yes

Sachiko Ichikawa

Reason for appointment

Ms. Sachiko Ichikawa provides advice and monitors the management of the Olympus Group from a position independent and objective and based on her global and highly specialized expertise cultivated through her extensive experience as an attorney (in Japan and New York, U.S.A.) and a certified public accountant in the U.S., as well as her experience as an outside director and an outside auditor at several other companies. In addition, she has promoted the audit of the execution of duties by directors and executive officers from a broad perspective as a member of the Audit Committee. Olympus Corporation has determined that she possesses a high level of insight, expertise and capabilities, and that she will contribute to strengthening the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancement of corporate value of the Olympus Group over the medium to long term. From the above, she was a candidate for outside director again and was elected at the general meeting of shareholders held on June 25, 2026. She has not been involved in company management in any way other than as an outside director or audit & supervisory board member in the past, but for the reasons stated above, Olympus Corporation has determined that she will properly perform her duties as an outside director.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated her as an independent officer because she meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Officers” stipulated by Olympus Corporation.

Attendance at meetings of the Board of Directors (12 meetings)

11 of 12

Attendance at meetings of the Committees

Audit Committee: 10 of 10

Outside Officer

Yes

Kohei Kan

Reason for appointment

Mr. Kohei Kan provides advice and monitors the management of the Olympus Group from a position independent and objective and based on his global and highly specialized expertise cultivated through his extensive experience as a certified public accountant, experience working abroad, experience as person in charge of auditing and assurance business overseas and as a Chief Executive Officer at an auditing firm. In addition, he has facilitated the audit of the execution of duties by directors and executive officers from a broad perspective as the Chairperson of the Audit Committee. Olympus Corporation has determined that he possesses a high level of insight, expertise and capabilities, and that he will contribute to strengthening the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancement of the corporate value of the Olympus Group over the medium to long term. From the above, he was a candidate for outside director again and was elected at the general meeting of shareholders held on June 25, 2026. He has not been involved in company management in any way other than as an outside director or audit & supervisory board member in the past, but for the reasons stated above, Olympus Corporation has determined that he will properly perform his duties as an outside director.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Officers” stipulated by Olympus Corporation.

Attendance at meetings of the Board of Directors (12 meetings)

12 of 12

Attendance at meetings of the Committees

Audit Committee: 10 of 10

Outside Officer

Yes

Gary John Pruden

Reason for appointment

Mr. Gary John Pruden provides advice and monitors the management of the Olympus Group from a position independent and objective and based on his diverse knowledge in global management cultivated through his extensive experience as a business manager in the world’s leading companies in the healthcare industry and his experience as an outside director at several other companies. In addition, he has participated in decisions on the contents of proposals regarding the election of directors and in deliberations on matters related to the appointment of executive officers from a broad perspective as a member of the Nominating Committee. Furthermore, he has advised and monitored patient safety management, quality and product regulatory compliance, and research and development processes, in addition to facilitating deliberations as the Chairperson of the Innovation & Safety (I&S) Committee. Olympus Corporation has determined that he possesses a high level of insight, expertise and capabilities, and that he will contribute to strengthening the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancement of corporate value of the Olympus Group over the medium to long term. From the above, he was a candidate for outside director again and was elected at the general meeting of shareholders held on June 25, 2026.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Officers” stipulated by Olympus Corporation.

Attendance at meetings of the Board of Directors (12 meetings)

12 of 12

Attendance at meetings of the Committees

Nominating Committee: 12 of 12

Outside Officer

Yes

Luann Marie Pendy

Reason for appointment

Dr. Luann Marie Pendy provides advice and monitors the management of the Olympus Group from a position independent and objective and based on her global and highly specialized expertise cultivated through her extensive experience in the areas of Quality Assurance and Regulatory Affairs (QA&RA) at the world’s leading companies in the healthcare industry and at several other companies, as well as her experience on quality-related committees. In addition, she has participated in decisions on the contents of proposals regarding the election of directors and in deliberations on matters related to the appointment of executive officers from a broad perspective as a member of the Nominating Committee. Furthermore, she has advised and monitored patient safety management, quality and product regulatory compliance, and research and development processes as a member of the Innovation & Safety (I&S) Committee. Olympus Corporation has determined that she possesses a high level of insight, expertise and capabilities, and that she will contribute to strengthening the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancement of the corporate value of the Olympus Group over the medium to long term. From the above, she was a candidate for outside director again and was elected at the general meeting of shareholders held on June 25, 2026.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated her as an independent officer because she meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Officers” stipulated by Olympus Corporation.

Attendance at meetings of the Board of Directors (12 meetings)

12 of 12

Attendance at meetings of the Committees

Nominating Committee: 10 of 10

Compensation Committee: 3 of 3

Outside Officer

Yes

Hiroshi Ishino

Reason for appointment

Mr. Hiroshi Ishino provides advice and monitors the management of the Olympus Group from a position independent and objective and based on his diverse knowledge in global management cultivated through his extensive experience in overseas business at a major trading company and as a business manager at a major manufacturer and his experience as an outside director at several other companies. In addition, he has participated in decisions on the compensation of directors and executive officers from a broad perspective as a member of the Compensation Committee. Olympus Corporation has determined that he possesses a high level of insight, expertise and capabilities, and that he will contribute to strengthening the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancement of the corporate value of the Olympus Group over the medium to long term. From the above, he was a candidate for outside director again and was elected at the general meeting of shareholders held on June 25, 2026.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Officers” stipulated by Olympus Corporation.

Attendance at meetings of the Board of Directors (12 meetings)

7 of 9

Attendance at meetings of the Committees

Compensation Committee: 6 of 6

Outside Officer

Yes

Jean-Luc Butel

Reason for appointment

Mr. Jean-Luc Butel has global and extensive knowledge cultivated through his management experience at several global companies in the healthcare industry and his experience as an outside director at several other companies. Olympus Corporation has determined that he possesses a high level of insight, expertise and capabilities, and that he will contribute to strengthening the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancement of the corporate value of the Olympus Group over the medium to long term. From the above, he was a candidate for new outside director and was elected at the general meeting of shareholders held on June 25, 2026.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Directors” stipulated by Olympus Corporation.

Attendance at meetings of the Board of Directors

Attendance at meetings of the Committees

Outside Officer

Yes

Costa Saroukos

Reason for appointment

Mr. Costa Saroukos has global and highly specialized expertise in addition to broad knowledge cultivated through his extensive experience as Chief Financial Officer at several global companies in the healthcare industry and as a member of the Certified Practicing Accountant of Australia as well as his experience serving as a director at another company. Olympus Corporation has determined that he possesses a high level of insight, expertise and capabilities, and that he will contribute to strengthening the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancement of the corporate value of the Olympus Group over the medium to long term. From the above, he was a candidate for new outside director and was elected at the general meeting of shareholders held on June 25, 2026.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Directors” stipulated by Olympus Corporation.

Attendance at meetings of the Board of Directors

Attendance at meetings of the Committees

Outside Officer

Yes

Committees Composition

Three committees - the Nominating, Compensation, and Audit - are composed of a majority of independent outside directors, the Nominating Committee decide the candidates for directors, the Compensation Committee decide the compensation of directors and executive officers, and the Audit Committee audit the execution of duties of directors and executive officers. The composition of each committee are as follows:

Position	Name	Board of Directors	Nominating Committee	Compensation Committee	Audit Committee
Independent Outside Director	Masato Iwasaki	◎	◎
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	Hiroshi Ishino	○		○
Independent Outside Director	Jean-Luc Butel	○			○
Independent Outside Director	Costa Saroukos	○			○
Director	Bob White	○

Members are indicated by ○, and heads of organizations (Chairperson the Board of Directors or Chairperson) are indicated by ◎.

Evaluation of effectiveness of the Board of Directors

Olympus has announced the overview of results, including the third party's perspectives, of the analysis and evaluation on the effectiveness of its board of directors, which were conducted by the board based on the "Basic Policy for Corporate Governance".