Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities Code 7701)
June 9, 2020
To Shareholders with Voting Rights:
Teruhisa Ueda
Representative Director, President & CEO
SHIMADZU CORPORATION
1, Nishinokyo Kuwabara-cho,
Nakagyo-ku, Kyoto, JapanNOTICE OF THE 157TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We hereby notify that the 157th Annual General Meeting of Shareholders of SHIMADZU CORPORATION(the “Company”) will be held for the purposes as described below.
You can exercise your voting rights in writing (by submitting the enclosed Voting Rights Exercise Form) orby electromagnetic means (via the Internet etc.). Please review the attached Reference Documents for the
General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on Wednesday, June 24, 2020,
Japan standard time (hereinafter JST).

1. Date and Time:Thursday, June 25, 2020 at 10:00 a.m. (JST)

2. Place:

Main Hall at the Head Office
1, Nishinokyo Kuwabara-cho, Nakagyo-ku, Kyoto, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the 157th Fiscal
Year (April 1, 2019 - March 31, 2020) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit & Supervisory
Board
2. Non-consolidated Financial Statements for the 157th Fiscal Year (April 1, 2019 March 31, 2020)

Matters to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:

Appropriation of Surplus
Election of Eight (8) Directors, Members of the Board
Election of One (1) Audit & Supervisory Board Member
Election of One (1) Substitute Audit & Supervisory Board Member-1-Instructions for the Exercise of Voting Rights
The following methods are available for exercising voting rights. Please review the attached Reference
Documents for the General Meeting of Shareholders from Page 3 onward and exercise your voting rights.

Exercise voting rights
You can exercise your voting rights in writing or by electromagnetic means.


Exercise of voting rights in writing

Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form bymail so that we can receive it no later than the following deadline.
Deadline: 5:00 p.m. Wednesday, June 24, 2020 (JST)Exercise of voting rights via the Internet etc.

Please access the Company’s designated website (https://evote.tr.mufg.jp/) from a computer, asmartphone, and/or a mobile phone, enter your “Login ID” and “Temporary Password”, both of which
are noted on the Voting Rights Exercise Form, follow the on-screen instructions and exercise yourvoting rights.
Deadline: 5:00 p.m. Wednesday, June 24, 2020 (JST)If you are able to attend the meeting
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
Date and time: 10:00 a.m. Thursday, June 25, 2020 (JST)For inquiries about the system and other matters, contact:
Securities Business Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Phone: (0120) 173-027 (Toll Free) (available from 9:00 to 21:00) (Japan only)<Electronic Platform for Exercising Voting Rights>
Institutional investors can use the Electronic Voting Platform operated by ICJ, Inc. if they submit anapplication to do so in advance.
Handling of duplicate voting

1) If the voting rights are exercised both in writing and by electromagnetic means and the vote for thesame proposal differs, the exercise of voting rights by electromagnetic means shall be deemed valid.
2) If the voting rights are exercised by electromagnetic means multiple times and the vote for the same
proposal differs, the last exercise of voting rights shall be deemed valid.

◎◎

Of the documents required to be appended to this Notice of Convocation as attachments, the Consolidated
Statement of Changes in Net Assets and the Notes to the Consolidated Financial Statements, which are partof the Consolidated Financial Statements, and the Statement of Changes in Net Assets and the Notes to the
Non-consolidated Financial Statements, which are part of the Non-consolidated Financial Statements, havebeen posted on the Company’s website (https://www.shimadzu.co.jp/) in accordance with laws andregulations and Article 15 of the Articles of Incorporation of the Company, and are therefore not included in
the attached documents. The Consolidated Statement of Changes in Net Assets and the Notes to theConsolidated Financial Statements as well as the Statement of Changes in Net Assets and the Notes to the
Non-consolidated Financial Statements were audited by the Accounting Auditor and the Audit &Supervisory Board as part of the Consolidated Financial Statements and the Non-consolidated Financial
Statements in preparing the Audit Report.
Should matters to be described in the Reference Documents for the General Meeting of Shareholders
require revisions, the revised versions will be posted on the Company’s website(https://www.shimadzu.co.jp/).

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
The Company views the return of profits to shareholders as a key management objective. The Company’s
basic policy is to maintain stable dividends while taking into consideration earnings performance and cash
flows comprehensively. The Company will utilize its internal reserves for investments that will lead to theCompany’s growth and increase the profitability over the medium- to long- term, such as capital, R&D,
strategic and human resources investments.
Based on this policy, with respect to the appropriation of surplus (year-end dividend) for the fiscal year
ended March 31, 2020, taking into consideration the earnings performance for the year and businessdevelopment from now on, the Company proposes payment of a dividend of 15 yen per share as shown below.
Combined with the interim dividend, the total annual dividend will be 30 yen per share, an increase of 2 yenfrom the previous fiscal year.
1.
2.

Type of dividend property
CashMatters related to the allotment of dividend property to shareholders and the total amount
15 yen per share of common stock of the Company

3.

Total amount: 4,422,295,545 yen
Effective date of distribution of surplus
June 26, 2020

Increase
by
2 yen

30

28
24
20

-3-

Proposal 2:

Election of Eight (8) Directors, Members of the Board

The terms of office of all eight (8) Directors, Members of the Board will expire at the closing of this Annual
General Meeting of Shareholders. Accordingly, the Company proposes the election of eight (8) Directors,
Members of the Board.
The candidates for Director, Member of the Board are as follows.

Current positions and responsibilities at
the Company

Attendanceat Board of
Directors’
meetings

No.

Name

1

Akira Nakamoto

Reappointment

Chairman and Representative Director
Chairman of the Board

100%(13/13)

2

Teruhisa Ueda

Reappointment

Representative Director,
President & CEO

100%(13/13)

Director, Member of the Board
Senior Corporate Executive Officer
CFO
In charge of Corporate Marketing
General Manager, Tokyo OfficeDirector, Member of the Board
Senior Managing Executive Officer
CTO
Managing Executive Officer
In charge of Corporate Strategy Planningand Corporate Communication
Director, Member of the Board(part-time)3

Yasuo Miura

Reappointment

4

Mitsuo Kitaoka

Reappointment

5

Yasunori YamamotoNewappointment

6

Minoru Sawaguchi

Reappointment

Outside Director

7

Hiroko Wada

Reappointment

Outside Director
Independent Officer

Director, Member of the Board(part-time)

8

Nobuo Hanai

New
appointment

Outside Director
Independent Officer—

100%(13/13)100%(10/10)—92%(12/13)100%(13/13)—(Note) As for the attendance at the Board of Directors’ meetings of Mr. Mitsuo Kitaoka, the Board Meetings applicable to him
were only those held subsequent to his assumption of office on June 26, 2019.

-4-

No.

Name
(Date of birth)

Akira Nakamoto(November 25, 1945)

Career summary, positions and responsibilities,
and significant concurrent positions
April 1969
Joined the Company
June 2001
Director, Member of the Board
June 2005
Managing Director
June 2007
Senior Managing Director
June 2009
President and Representative Director
June 2013
CEO
June 2015
Chairman and Representative Director (topresent)
June 2015
Chairman of the Board (to present)[Significant concurrent positions]
Outside Director, Furukawa Electric Co., Ltd.

1

<Reappointment>

Number ofshares of theCompany held:
62,702Years served as
Director,
Member of theBoard:
19 years(at the closing of thisMeeting)

Attendance atBoard ofDirectors’
meetings in
FY2019:13/13 (100%)[Reasons for nomination as a candidate for Director, Member of the Board]
As the Chairman of the Board, Mr. Akira Nakamoto is running the Board appropriately
and is striving to enhance corporate value by strengthening corporate governance. He has
profound insight, abundant experience and a distinguished track record. Therefore, theCompany expects that he is suitable to serve as a Director, Member of the Board in orderto strengthen the Board’s functions for decision-making on important matters and formonitoring and oversight of business execution, and has nominated him again as a
candidate for Director, Member of the Board.

(Note) There are no special interests between Mr. Akira Nakamoto and the Company.

-5-

No.

Name
(Date of birth)

Teruhisa Ueda
(May 14, 1957)

2<Reappointment>

Career summary, positions and responsibilities,
and significant concurrent positions
April 1982
Joined the Company
June 2007
Corporate Officer
June 2007
Deputy General Manager, Analytical and
Measuring Instruments Division
June 2011
Director, Member of the Board
June 2011
General Manager, Analytical and Measuring
Instruments Division
June 2013
Managing Executive Officer
June 2014
Senior Managing Executive Officer
June 2015
President and Representative Director (topresent)
June 2015
CEO (to present)

Number ofshares of theCompany held:
16,710Years served as
Director,
Member of theBoard:
9 years(at the closing of thisMeeting)

Attendance atBoard ofDirectors’
meetings in
FY2019:13/13 (100%)[Reasons for nomination as a candidate for Director, Member of the Board]
Responsible for management of the Group as the CEO, Mr. Teruhisa Ueda is accurately
conducting his duties at the Board of Directors in terms of decision-making on importantmatters and oversight of execution of business. Based on his strong leadership, abundantbusiness experience and track record, the Company expects that he is suitable to serve asa Director, Member of the Board of the Company promoting the medium-term
management plan and leading the Group to achieve sustainable growth and enhance
corporate value, and has nominated him again as a candidate for Director, Member of theBoard.

(Note) There are no special interests between Mr. Teruhisa Ueda and the Company.

-6-

No.

Name
(Date of birth)

Yasuo Miura(April 25, 1957)

3<Reappointment>

Career summary, positions and responsibilities,
and significant concurrent positions
April 1980
Joined the Company
April 2005
General Manager, Corporate Strategy Planning
Department
June 2007
Corporate Officer
June 2009
President, Shimadzu Europa GmbH (Germany)
June 2013
Director, Member of the Board (to present)
June 2013
Managing Executive Officer
June 2013
In charge of Finance (currently Finance andAccounting)June 2013
In charge of Corporate Marketing (to present)
June 2015
General Manager, Tokyo Office (to present)
June 2017
Senior Managing Executive Officer
April 2019
Senior Corporate Executive Officer (to present)
April 2020
CFO (to present)

Number ofshares of theCompany held:
18,587
Years served as
Director,
Member of theBoard:
7 years(at the closing of thisMeeting)

Attendance atBoard ofDirectors’
meetings in
FY2019:13/13 (100%)[Reasons for nomination as a candidate for Director, Member of the Board]
As a Senior Corporate Executive Officer responsible for Corporate Marketing and CFO,
Mr. Yasuo Miura is fulfilling accountability to the Board and is involved in decisionmaking on important business execution. Based on his abundant experience and trackrecord in finance and accounting, sales operations and management of an overseas
subsidiary and knowledge, the Company expects that he is capable of further contributing
to the Group’s sustainable growth and enhancement of corporate value, and has
nominated him again as a candidate for Director, Member of the Board.

(Note) There are no special interests between Mr. Yasuo Miura and the Company.

-7-

No.

Name
(Date of birth)

Mitsuo Kitaoka(December 5, 1956)

4<Reappointment>

Career summary, positions and responsibilities,
and significant concurrent positions
April 1982
Joined the Company
January 2007
General Manager, Research & Development
Department, Analytical and Measuring
Instruments Division
June 2011
Deputy General Manager, Analytical and
Measuring Instruments Division and General
Manager, Research & Development Department,
Analytical and Measuring Instruments Division
June 2015
Corporate Officer
June 2015
General Manager, Technology ResearchLaboratory
June 2017Managing Executive Officer
June 2017
In charge of Corporate Research andDevelopment
June 2019
Director, Member of the Board (to present)
April 2020
Senior Managing Executive Officer (to present)
April 2020
CTO (to present)

Number ofshares of theCompany held:
10,438Years served as
Director,
Member of theBoard:
1 year(at the closing of thisMeeting)

Attendance atBoard ofDirectors’
meetings in
FY2019:10/10 (100%)(subsequent toassumption of a
Director, Board of
the Company)[Reasons for nomination as a candidate for Director, Member of the Board]
As a Senior Managing Executive Officer and CTO, Mr. Mitsuo Kitaoka is fulfilling
accountability to the Board and is involved in decision-making on important businessexecution. Based on his abundant experience and track record in as well as knowledge
about technology area, the Company expects that he is capable of further contributing to
the Group’s sustainable growth and enhancement of corporate value, and has nominatedhim again as a candidate for Director, Member of the Board.

(Note) There are no special interests between Mr. Mitsuo Kitaoka and the Company.

-8-

No.

5

Name
(Date of birth)

Career summary, positions and responsibilities,
Number ofand significant concurrent positions
shares of theApril 1983
Joined the Company
Company held:
October 2003
General Manager, Testing Machine Business
6,129
Unit, Analytical and Measuring Instruments
Years served as
Division
Director,
June 2013
President, Shimadzu Europa GmbH (Germany)
Member of theJune 2014
Corporate Officer
Board:
June
2017
Managing
Executive
Officer(topresent)
Yasunori Yamamoto—
June 2017
In charge of Manufacturing, Corporate(February 20, 1959)
Information & Communications Technology,
Attendance atand CS Management
Board ofJune 2017
Jointly in charge of Corporate Research andDirectors’
meetings in
Development
FY2019:April 2020
In charge of Corporate Strategy Planning and—Corporate Communication (to present)[Reasons for nomination as a candidate for Director, Member of the Board]
Responsible for Corporate Strategy Planning and Corporate Communication as a
<New appointment> Managing Executive Officer, Mr. Yasunori Yamamoto is involved in decision-making onimportant business executions. Based on his abundant experience and track record as wellas knowledge in the fields of technology and manufacturing and management of an
overseas subsidiary, the Company expects that he is capable of revitalizing discussions at
meetings of the Board of Directors and contributing to the Group’s sustainable growthand enhancement of added value, and has nominated him as a new candidate for Director,
Member of the Board.

(Note) There are no special interests between Mr. Yasunori Yamamoto and the Company.

-9-

No.

Name
(Date of birth)

Career summary, positions and responsibilities,
and significant concurrent positions
April 1993
Registered as attorney-at-law
April 1993
Joined Mori Sogo Law Office (currently Mori
Hamada & Matsumoto) (to present)
June 2013
Director, Member of the Board of the Company(to present)[Significant concurrent positions]
Partner attorney-at-law, Mori Hamada & Matsumoto<Reappointment>
Outside Director(at the closing of thisMeeting)

Attendance atBoard ofDirectors’
meetings in
FY2019:12/13 (92%)

Minoru Sawaguchi(July 23, 1966)

6

Number ofshares of theCompany held:
0Years served as
Director,
Member of theBoard:
7 years[Reasons for nomination as a candidate for Outside Director]
Mr. Minoru Sawaguchi has profound insight about management and oversight capabilities
based on his abundant experience in corporate legal affairs and corporate governance. He
has been vigorously stating his opinions and providing recommendations at meetings ofthe Board of Directors of the Company. In addition, as a member of the Nominating
and/or Compensation Committee, he has been proactively engaged in discussions,enhancing the transparency and fairness of appointment, dismissal and remuneration of
Directors, Members of the Board, Audit & Supervisory Board Members and Executive
Officers. The Company expects that he is suitable for serving as a Director, Member ofthe Board overseeing management in order to achieve sustainable growth andenhancement of corporate value of the Group, and has nominated him again as a
candidate for Outside Director. Although he has no experience of involvement incorporate management other than serving as an Outside Director, the Company expects
that he is capable of performing duties as an Outside Director appropriately for thereasons stated above.

(Notes)1. There are no special interests between Mr. Minoru Sawaguchi and the Company.
2. Mr. Minoru Sawaguchi is a candidate for Outside Director as stipulated in Article 2, Item 15 of the Companies Act.
3. The Company has entered into an agreement with Mr. Minoru Sawaguchi to limit his liability pursuant to Article 423,
Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the minimum amountstipulated by laws and regulations if he is without knowledge and is not grossly negligent in performing his duties.
4. Although the Company has not designated Mr. Minoru Sawaguchi as an independent officer nor has filed a notification
to the Tokyo Stock Exchange, he satisfies the requirements for independent officers prescribed by the said exchange andthe independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by theCompany. Therefore the Company believes that he is sufficiently independent. The independence standards for Outside
Directors and Outside Audit & Supervisory Board Members specified by the Company are available on Page 16. He is
a partner attorney-at-law at Mori Hamada & Matsumoto. In the most recent fiscal year, the Company had no business
relationship with Mori Hamada & Matsumoto.

- 10 -

No.

Name(Date of birth)

Hiroko Wada
(May 4, 1952)

Career summary, positions and responsibilities,
and significant concurrent positions
April 1977
Joined Procter & Gamble Sunhome Co., Ltd.
(currently Procter & Gamble Japan K.K.)
January 1998
Vice President, In charge of Corporate New
Ventures, Asia, The Procter & Gamble Company(U.S.)March 2001
President and Representative Director, Dyson
Ltd.
April 2004
President and Representative Director, Chief
Operating Officer, Toys”R”Us-Japan, Ltd.
November 2004 Established Office WaDa (to present)
May 2009
Outside Director, Aderans Holdings Co., Ltd.
(currently Aderans Co., Ltd.)
April 2016
Advisor, Nutraceuticals Division, Otsuka
Pharmaceutical Co., Ltd.
June 2016
Director, Member of the Board of the Company(to present)[Significant concurrent positions]Representative, Office WaDa
Outside Director, Coca-Cola Bottlers Japan Holdings Inc.
Outside Director, Audit & Supervisory Committee Member,
Unicharm Corporation

7<Reappointment>
Outside Director
Independent Officer

Number ofshares of theCompany held:
2,844

Years served as
Director,
Member of theBoard:
4 years(at the closing of thisMeeting)

Attendance atBoard ofDirectors’
meetings in
FY2019:13/13 (100%)[Reasons for nomination as a candidate for Outside Director]
Ms. Hiroko Wada has a diverse management track record, including as an executive at theheadquarters of a multinational company and as the president of Japanese subsidiaries offoreign companies, and great insight into global marketing. She has been vigorously
stating her opinions and providing recommendations at meetings of the Board of
Directors of the Company. In addition, as a member of the Nominating and/orCompensation Committee, she has been proactively engaged in discussions, enhancing
the transparency and fairness of appointment, dismissal and remuneration of Directors,
Members of the Board, Audit & Supervisory Board Members and Executive Officers. The
Company expects that she is suitable for serving as a Director, Member of the Board
overseeing management in order to achieve sustainable growth and enhancement ofcorporate value of the Group, and has nominated her again as a candidate for Outside
Director.

(Notes)1. There are no special interests between Ms. Hiroko Wada and the Company.
2. Ms. Hiroko Wada is a candidate for Outside Director as stipulated in Article 2, Item 15 of the Companies Act.
3. The Company has entered into an agreement with Ms. Hiroko Wada to limit her liability pursuant to Article 423,
Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the minimum amountstipulated by laws and regulations if she is without knowledge and is not grossly negligent in performing her duties.
4. Ms. Hiroko Wada satisfies the requirements for independent officers prescribed by the Tokyo Stock Exchange and the
independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by theCompany. The Company designated her as an independent officer and filed a notification to the said exchange. The
independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by theCompany are available on Page 16. She is the Representative of Office WaDa. In the most recent fiscal year, theCompany had no business relationship with Office WaDa.

- 11 -

No.

Name(Date of birth)

Nobuo Hanai(April 30, 1953)

8<New appointment>
Outside Director
Independent Officer

Career summary, positions and responsibilities,
and significant concurrent positions
April 1976
Joined Kyowa Hakko Kogyo Co., Ltd. (currently
Kyowa Kirin Co., Ltd.)
October 2008
Executive Officer, Kyowa Kirin Co., Ltd.
April 2009Managing Executive Officer, Kyowa Kirin Co.,Ltd.
June 2009
Director of the Board, Kyowa Kirin Co., Ltd.
March 2010
Senior Managing Executive Officer, Kyowa
Kirin Co., Ltd.
March 2012
Executive Director of the Board, President andChief Executive Officer, Kyowa Kirin Co., Ltd.
March 2018
Executive Director of the Board, Chairman andChief Executive Officer, Kyowa Kirin Co., Ltd.
March 2019
Director of the Board, Chairman of the Board,
Kyowa Kirin Co., Ltd.

Number ofshares of theCompany held:
0Years served as
Director,
Member of theBoard:—
Attendance atBoard ofDirectors’
meetings in
FY2019:—[Reasons for nomination as a candidate for Outside Director]
Mr. Nobuo Hanai has many years of experience and broad insight as a researcher andmanager in the research and development of pharmaceuticals and corporate managementof leading Japanese pharmaceutical companies. The Company expects that he will
provide valuable advice to management of the Group and oversee business execution
properly, and has nominated him as a new candidate for Outside Director.

(Notes)1. There are no special interests between Mr. Nobuo Hanai and the Company.
2. Mr. Nobuo Hanai is a candidate for Outside Director as stipulated in Article 2, Item 15 of the Companies Act.
3. At Kyowa Kirin Co., Ltd., during Mr. Nobuo Hanai’s tenure as a Director of the Board until March 2020, an incident
occurred where the company voluntarily recalled its certain product due to an improper operation conducted during the
API manufacturing process of the product, and its API manufacturing contractor was subject to administrative sanctions.
Mr. Nobuo Hanai was not aware of the fact until the occurrence of the incident, however, he had regularly raised thecompany’s awareness about quality control, etc. at the Board of Directors’ meetings, etc. After the incident came to light,
he received internal and external investigation reports and made proposals to prevent a recurrence at the Board of
Directors’ meetings.
4. If Mr. Nobuo Hanai is appointed as Director, the Company intends to enter into an agreement with him to limit his
liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to theagreement will be the minimum amount stipulated by laws and regulations if he is without knowledge and is not grossly
negligent in performing his duties.
5. Mr. Nobuo Hanai satisfies the requirements for independent officers prescribed by the Tokyo Stock Exchange and the
independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by theCompany. The Company designated him as an independent officer and filed a notification to the said exchange. The
independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by theCompany are available on Page 16.

- 12 -

Proposal 3:

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Takashi Iida will expire at the closing of thisAnnual General Meeting of Shareholders. Accordingly, the Company proposes the election of one (1) Audit& Supervisory Board Member.
The candidate for Audit & Supervisory Board Member is as follows.
The Audit & Supervisory Board has previously given its approval to this proposal.
Name(Date of birth)

Career summary, positions, and significant concurrent positions
October 2000
December 2002

Tsuyoshi Nishimoto(November 21, 1973)

Registered as attorney-at-law
Joined Hibiya Park Law Offices (to present)[Significant concurrent positions]
Partner attorney-at-law, Hibiya Park Law Offices
Outside Auditor, Enigmo Inc.
External Corporate Auditor, Broadleaf Co., Ltd.

<New appointment>
Outside Audit &Supervisory Board
MemberIndependent Officer

Number ofshares of theCompany held:
0Years served as
Audit &
Supervisory
Board Member:—
Attendance atBoard ofDirectors’
meetings in
FY2019:—Attendance at
Audit &
Supervisory
Board’smeetings in
FY2019:—[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
As an attorney-at-law, Mr. Tsuyoshi Nishimoto has accumulated an outstanding trackrecord in corporate legal affairs in general, and has highly professional knowledge andabundant experience particularly in such areas as overseas legal affairs, corporate
acquisition, system development and risk management, all of which should be effective inauditing the Group’s global business operations. Based on his experience and track record,
the Company expects that he is suitable for serving as an Audit & Supervisory Board
Member of the Company, and has nominated him as a new candidate for Outside Audit &Supervisory Board Member. Although he has no experience of direct involvement incorporate management, the Company expects that he is capable of performing duties as an
Outside Audit & Supervisory Board Member appropriately for the reasons stated above.

(Notes)1. There are no special interests between Mr. Tsuyoshi Nishimoto and the Company.
2. Mr. Tsuyoshi Nishimoto is a candidate for Outside Audit & Supervisory Board Member as stipulated in Article 2, Item
16 of the Companies Act.
3. If Mr. Tsuyoshi Nishimoto is appointed as Audit & Supervisory Board Member, the Company intends to enter into anagreement with him to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum
amount of liability pursuant to the agreement will be the minimum amount stipulated by laws and regulations if he iswithout knowledge and is not grossly negligent in performing his duties.
4. Mr. Tsuyoshi Nishimoto satisfies the requirements for independent officers prescribed by the Tokyo Stock Exchange
and the independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by
the Company. The Company designated him as an independent officer and filed a notification to the said exchange. The
independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by theCompany are available on Page 16. He is a partner attorney-at-law at Hibiya Park Law Offices. In the most recent fiscal
year, the Company had no business relationship with Hibiya Park Law Offices.

- 13 -

(Reference)
Composition of the Company’s Audit & Supervisory Board subject to approval for Proposal 3
If Proposal 3 is approved as originally proposed, the composition of the Company’s Audit & Supervisory Board
will be as follows:

Name

PositionsYears served as
Audit &
Supervisory
Board Member(at the closing of thisMeeting)

7 years

Board of Directors’
meetings :100% (13/13)
Audit & Supervisory Board’s
meetings: 100% (17/17)

1 yearBoard of Directors’
meetings :100% (10/10)
Audit & Supervisory Board’s
meetings: 100% (11/11)

Audit & Supervisory
Board Member(part-time)

5 years

Board of Directors’
meetings :100% (13/13)
Audit & Supervisory Board’s
meetings: 100% (17/17)

Audit & Supervisory
Board Member(part-time)――

Hiroyuki Fujii

Reappointment

Senior Audit &Supervisory Board
MemberMakoto Koyazaki

Reappointment

Audit & Supervisory
Board Member

Masahiro Nishio

Reappointment

Outside Audit &Supervisory
Board Member
Independent
Officer

Tsuyoshi NishimotoNew
appointment

Outside Audit &Supervisory
Board Member
Independent
Officer

Attendance at Board of
Directors’ meetings /Audit & Supervisory
Board’s meetings in
FY2019(Note) As for the attendance at meetings of Mr. Makoto Koyazaki, the Board of Directors’ meetings and Audit & Supervisory
Board’s meetings applicable to him were only those held subsequent to his assumption of office on June 26, 2019.

- 14 -

Proposal 4:

Election of One (1) Substitute Audit & Supervisory Board Member

In order to ensure that the number of incumbent Outside Audit & Supervisory Board Members does not
fall short of that required by laws and regulations, the election of one (1) substitute Audit & Supervisory Board
Member is proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows.
Name(Date of birth)
Motoi Shimadera(October 1, 1974)

Career summary, positions, and significant concurrent positions
April 2000
April 2000

Registered as attorney at law
Joined OH-EBASHI LPC & PARTNERS (topresent)[Significant concurrent positions]
Partner attorney-at-law, OH-EBASHI LPC & PARTNERS<Reappointment>
Substitute Outside
Audit &
Supervisory Board
MemberNumber ofshares of theCompany held:
0[Reasons for nomination as a candidate for substitute Outside Audit & Supervisory
Board Member]
As an attorney at law, Mr. Motoi Shimadera has a broad expertise and abundant experiencein corporate legal affairs. Based on his experience outside the Company, the Company
expects that he can fulfill the role of the Company’s Audit & Supervisory Board Member,and therefore has nominated him again as a candidate for substitute Outside Audit &Supervisory Board Member. Although he has no experience of involvement in corporate
management, the Company expects that he is capable of performing duties as an Outside
Audit & Supervisory Board Member appropriately for the reasons stated above.

Independent Officer(Notes)1. There are no special interests between Mr. Motoi Shimadera and the Company.
2. Mr. Motoi Shimadera is a candidate for substitute Outside Audit & Supervisory Board Member.
3. If Mr. Motoi Shimadera is appointed as Audit & Supervisory Board Member, the Company intends to enter into anagreement with him to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum
amount of liability pursuant to the agreement will be the minimum amount stipulated by laws and regulations if he iswithout knowledge and is not grossly negligent in performing his duties.
4. Mr. Motoi Shimadera satisfies the requirements for independent officers prescribed by the Tokyo Stock Exchange andthe independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by theCompany. If he is appointed as Audit & Supervisory Board Member, the Company intends to designate him as anindependent officer and file a notification to the said exchange. The independence standards for Outside Directors andOutside Audit & Supervisory Board Members specified by the Company are available on Page 16. He is a partner
attorney-at-law at OH-EBASHI LPC & PARTNERS. In the most recent fiscal year, the Company had no business
relationship with OH-EBASHI LPC & PARTNERS.

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(Reference)
Independence Standards for Outside Directors and Outside Audit & Supervisory Board Members
An Outside Director or an Outside Audit & Supervisory Board Member (including candidates for such posts)
is considered independent and is unlikely to have any conflicts of interest with general shareholders if none of
the following applies.
(1) A person for whom the Company is a major business partner (i.e. a person who received payments fromthe Company that represent 2% or more of its annual consolidated sales for the most recent fiscal year), oran executive officer thereof(2) A major business partner of the Company (i.e. a person who made payments to the Company that represent
2% or more of the Company’s annual consolidated sales for the most recent fiscal year), or an executive
officer thereof(3) A consultant, accounting professional, or legal professional who has received a large amount of monetaryconsideration or other property (10 million yen or more in the most recent fiscal year) from the Company
besides compensation as a Director, Member of the Board or an Audit & Supervisory Board Member (Ifthe person who has received such property is an organization such as a corporation or a union, a person
who is affiliated with such organization)(4) A person to whom any of the items (1) through (3) applies during the most recent 12 months(5) A second-degree relative or closer of a person listed in items 1) through 3) below (excluding immaterial
persons)
1) A person listed in items (1) through (4) above
2) An executive officer of a subsidiary of the Company (including a director who does not serve as an
executive officer in the case of designation of an Outside Audit & Supervisory Board Member as anindependent officer)
3) A person to whom 2) applied during the most recent 12months or who was an executive officer of theCompany (including a director who does not serve as an executive officer in the case of designation ofan Outside Audit & Supervisory Board Member as an independent officer) during the most recent 12
months- 16 -