(Securities Identification Code: 6856)
2 Miyanohigashi-cho, Kisshoin, Minami-ku,
Kyoto-shi
HORIBA, Ltd.
Masayuki Adachi, President & COO
March 1, 2019

Notice of the 81st Ordinary General Meeting of Shareholders
Dear Shareholders,
HORIBA, Ltd. (“the Company”) would hereby like to inform you that the 81st Ordinary
General Meeting of Shareholders (“the Meeting”) will be held as set forth below. We would be grateful
if you could attend the Meeting.
If you are unable to attend the Meeting you can still exercise your voting rights in writing or byelectronic means (over the Internet, etc.). Please read the Reference Documents for the General Meetingof Shareholders that are described below, and exercise your voting rights by 5 p.m. on Friday, March 22,
2019.

1.

Date and Time:

Saturday, March 23, 2019, from 10 a.m.
(Reception begins from 9:00 am)

2.

Location:

Auditorium of the Company, 2 Miyanohigashi-cho, Kisshoin,
Minami-ku, Kyoto-shi

3.

Objectives of the Meeting:Items to be Reported:
1.
The Business Report, the Consolidated Financial Statements, and theaudit results of the Consolidated Financial Statements by the
Accounting Auditors and the Board of Corporate Auditors for the 81st
Fiscal Term (from January 1, 2018 to December 31, 2018)
2.
The Non-Consolidated Financial Statements for the 81st Fiscal Term(from January 1, 2018 to December 31, 2018)
Items to be Resolved:
AgendaElection of eight (8) Directors

Exercise of voting rights by postal mailPlease indicate your approval or disapproval for each of the proposals in the space provided on
the ballot and return it to the Company so it is received by 5 p.m., Friday, March 22, 2019.
Exercise of voting rights by electronic means (such as Internet)
Please access the website (https://www.web54.net) which the Company has designated forexercising voting rights and enter your approval or disapproval for each proposal by following the
instructions on the screen, using the “voting rights exercise code” and “password” printed on the enclosed
ballot. We would ask you to do this by 5 p.m. on Friday, March 22, 2019.
With regard to the exercise of voting rights over the Internet, please be advised to read “Guide
for the Exercise of Voting Rights via the Internet” in the last page.
If you exercise your voting rights by the ballot and by electronic means, only the exercise of
voting rights conducted by electronic means will be valid.

1.
2.

3.

When you attend the Meeting, please hand in the enclosed voting card at the reception.
Please note that non-shareholders such as proxies or those who accompany shareholders
are not allowed to attend the Meeting. You may exercise your voting right bydesignating one proxy who is another shareholder of the Company with a voting right inaccordance with the articles of incorporation. In this case, however, please submit adocument to prove the proxy voting right.
Among the documents provided by the Company on the occasion of this meeting notice

4.

are the Statement of Changes in Consolidated Shareholders’ Equity and the Notes to theConsolidated Financial Statements in the consolidated financial statements; and theStatement of Changes in Shareholders’ Equity and the Notes to Non-Consolidated
Financial Statements in the non-consolidated financial statements, all of which areposted on the Company’s website,(http://www.horiba.com/jp/investor-relations/shareholders-meeting/), pursuant toapplicable laws and regulations and Article 18 of the articles of incorporation.
Accordingly, these materials are not among the documents attached to this meeting
notice. Moreover, the Statement of Changes in Consolidated Shareholders’ Equity and
the Notes to the Consolidated Financial Statements in the consolidated financial
statements, as well as the Statement of Changes in Shareholders’ Equity and the Notes
to Non-Consolidated Financial Statements in the non-consolidated financial statements
have collectively undergone audits as one part of the preparation of the Consolidated
Financial Statements by the Accounting Auditors, and the preparation of the
Non-Consolidated Financial Statements by the Corporate Auditors.
Upon occurrence of circumstances resulting in the need for amendment of General
Shareholders’ Meeting reference materials, business reports, consolidated financial
statements or financial statements, the items of amendment shall be posted on the
Company’s website,(http://www.horiba.com/jp/investor-relations/shareholders-meeting/), following the said
revisions.

Invitation to the Shareholders Gathering
Please also attend the Shareholders Gathering which we will be held after the General Meeting of
Shareholders.

Reference Documents for the General Meeting of Shareholders

Agenda and Reference Information
Agenda: Election of eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this Ordinary
General Meeting of Shareholders. We would like to ask you to elect eight (8) Directors.
Candidate s for Directors are as follows.

Candidate
NumberName(Date of birth)

Atsushi Horiba(February 5,
1948)

1

Career Summary[Positions, assignment and representation of othercorporations]
September 1972 Entered the Company
December 1977 General Manager of Overseas Technology
Department of the Company
March 1981
General Manager of Overseas
Headquarters
June 1982
Director of the Company
June 1988
Senior Managing Director of theCompany
June 1989
Director of STEC Co., Ltd. (present
HORIBA STEC, Co., Ltd.)
January 1992
President of the Company
June 1995
President of STEC Co., Ltd. (present
HORIBA STEC, Co., Ltd.)
August 2002
Chairman of HORIBA INSTRUMENTS(SHANGHAI) Co., Ltd.
June 2005
Chairman, President & CEO of theCompany
April 2016
Chairman of HORIBA STEC, Co., Ltd.
(to present)
January 2018
Chairman & Group CEO of the Company(to present)

Number of
Shares of theCompanyHeld1,040,276[Representation of other corporations]
Chairman of HORIBA STEC, Co., Ltd.
Outside Director of SoftBank Corp.
[Reason for Recommendation as Candidates for Corporate Director Positions]
The candidate served as President & CEO of the Company over the 26-year period from 1992
through the end of 2017, while from 2018 he assumed the concurrent duties of Chairman andGroup CEO. During these years, he has played a pivotal role in spearheading the global
growth of the overall HORIBA Group, while otherwise accumulating rich management
experience. In view of this background, the candidate is judged qualified to help guide theGroup to even greater strength and global development in his capacity as Group CEO, withhis reappointment to that position hereby respectfully requested.

Candidate
NumberName(Date of birth)

Career Summary[Positions, assignment and representation of othercorporations]
March 1982
March 1997

February 2002
June 2002
June 2004
June 2005
Juichi Saito(February 10,
1958)

2

June 2008
January 2012
March 2013
March 2016
January 2018
April 2018

Entered the Company
General Manager of the Engine
Measurement Planning & Development
Department of the Company
President of HORIBA Instruments
Incorporated
Corporate Officer of the Company
Director of STEC, Co., Ltd. (present
HORIBA STEC Co., Ltd.)
Director of the Company (to present)
Managing Director of HORIBA STEC
Co., Ltd.
Executive Vice President of HORIBASTEC, Co., Ltd.
General Manager of Corporate & Segment
Strategy Division of the Company
Executive Vice President of the Company
Executive Vice President andRepresentative Director of the Company
Executive Vice Chairman & Group COOof the Company (to present)
President of HORIBA Europe Holding
SASU (to present)

Number of
Shares of theCompanyHeld17,111[Representation of other corporations]
President of HORIBA Europe Holding SASU
[Reason for Recommendation as Candidates for Corporate Director Positions]
As General Manager of the Corporate & Segment Strategy Division, the candidate has
attained extensive experience in promoting operations with the key focus on businessstrategies, corporate acquisition and other sectors. He has likewise built up an impressive
overseas track record through engaging in management duties of the Company’s U.S.
subsidiary and other assignments, further supporting the view that he is fully capable ofunifying the overall Group in promoting programs of renewed global development as theGroup COO. In view of this, his continued appointment to the post of Director is desired.

Candidate
NumberName(Date of birth)

Career Summary[Positions, assignment and representation of othercorporations]
March 1985
March 1999

Masayuki
Adachi(November 1,
1962)
3

4

Entered the Company
General Manager of Emission Analysis
R&D Department of the Company
March 2003
General Manager of Engine Measurement
Systems Management Division of theCompany
September 2005 General Manager of Automotive Test
Systems Division of the Company
June 2006
Corporate Officer of the Company
January 2007
President of HORIBA International
Corporation
April 2010
Senior Corporate Officer of the Company
January 2011
General Manager of Research &Development Division & R & D Steering
Committee of the Company
March 2014
Director of the Company
April 2014
President of HORIBA Jobin Yvon SAS.
(present HORIBA FRANCE SAS)
January 2016
Chairman of supervisory board of
HORIBA Jobin Yvon SAS. (present
HORIBA FRANCE SAS) (to present)
March 2016
Senior Managing Director of theCompany
January 2018
President & COO of the Company (topresent)

Number of
Shares of theCompanyHeld12,254[Representation of other corporations]
Chairman of supervisory board of HORIBA FRANCE SAS[Reason for Recommendation as Candidates for Corporate Director Positions]
The candidate has achieved far-reaching experience in the R & D Division of the Company,
while likewise excelling in overseas management assignments at the Company’s subsidiaries
in the United States and France. These and other factors support the judgment of his ability tofurther enhance the Company’s technical prowess and propel the HORIBA Group to evengreater successes, resulting in the request for the candidate’s continued appointment to theposition of Director.
April 1988
Entered Bank of Japan
September 2003 Chief Representative in Frankfurt, Bankof JapanMay 2013
General Manager of Takamatsu Branch,
Bank of Japan
June 2015
General Manager of Kyoto Branch, Bankof Japan
Masao Okawa
January 2017Retired from Bank of Japan
10,473(March 13,
1966)
January 2017
Entered the Company
Senior Corporate Officer of the Company
March 2017
General Manager of General
Administration Division & Tokyo BranchManager of the Company (to present)
March 2018
Managing Director of the Company (topresent)[Reason for Recommendation as Candidates for Corporate Director Positions]

In view of the candidate’s global experience compiled during his previous service at a
topflight financial institution, it is the belief that he is uniquely qualified to formulate
global financial strategies and function in strengthening HORIBA compliance andcorporate governance. For these and other reasons, his continued appointment as Director
would be greatly appreciated.

Candidate
NumberName(Date of birth)

Career Summary[Positions, assignment and representation of othercorporations]
March 1985
March 1999

5

Entered the Company
General Manager of the Engine
Measurement Planning & Development
Department of the Company
March 2001
General Manager of Engine Measurement
Systems Management Division of theCompany
December 2003 President of HORIBA Europe GmbH
June 2005
Corporate Officer of the Company
June 2006
Senior Corporate Officer of the Company
January 2011 General Manager of Sales Division of theCompany
Takashi Nagano
President & CEO of HORIBA Europe(April 13, 1962) April 2011
GmbH
April 2013CEO of HORIBA Europe GmbH
April 2014
President of HORIBA KOREA Ltd.
March 2016
Director of the Company(to present)
April 2016
Chairman of HORIBA KOREA Ltd. (topresent)
January 2018 Board Leader of GLOBAL ATS BOARDof the Company (to present)

Number of
Shares of theCompanyHeld11,930[Representation of other corporations]
Chairman of HORIBA KOREA Ltd.
[Reason for Recommendation as Candidates for Outside Director Positions]
The candidate has extensive experience at the Automotive Test System Division and Sales
Division, while holding management positions at HORIBA German and South Korean
subsidiaries and cultivating other pivotal knowledge through the Company’s overseas
operations. This background supports the assessment of his credentials to expertly deal withthe tumultuous changes that currently characterize the automobile industry, leading to therequest for reappointment to the position of Director.

Candidate
NumberName(Date of birth)

Career Summary[Positions, assignment and representation of othercorporations]
April 1967
April 1989

Masahiro
Sugita(October 20,
1944)
6

Entered Bank of Japan
General Manager of Matsumoto Branch,
Bank of JapanMay 1996
Director-General of International
Department, Bank of Japan
June 1998
Retired from Bank of Japan
June 1998
Director of Overseas Investment
Research Institute, the Export-Import
Bank of Japan
September 1999 Retired from the Export-Import Bank ofJapan
September 1999 Auditor of Bank of Japan
September 2003 Retired from Auditor of Bank of Japan
December 2003 Outside Corporate Auditor (full-time) of
Banyu Pharmaceutical Co., Ltd.
June 2006
Director of the Company (to present)
June 2007
Outside Corporate Auditor of the 77
Bank Ltd.
October 2009
Outside Corporate Auditor of Banyu
Pharmaceutical Co., Ltd.
October 2010
Auditor of MSD K.K.
June 2013
Retired from Outside Corporate Auditorof the 77 Bank Ltd.
Outside Director of the 77 Bank Ltd. (topresent)

Number of
Shares of theCompany
Held

1,100

[Representation of other corporations]
Outside Director of the 77 Bank Ltd.
[Reason for Recommendation as Candidates for Outside Director Positions]

The candidate’s plentiful experience in international economic and financial matters,
penetrating knowledge and insights cultivated as a director and corporate auditor at othercompanies and other assets are being put to valuable use in the Company’s management.
In consideration of these outstanding benefits, we request his continued appointment to
the post of Outside Director.
April 1966
April 1988
March 1993
April 1993
Jiko
Higashifushimi(June 21, 1942)

April 1994
December 2003

7
March 2016

Entered Saitama Bank (present Resona
Bank)
Higashi-Kurume Branch Manager,
Saitama Bank
Retired from Asahi Bank (present
Resona Bank)Entered Shorenin Religious Corporation(Kyoto City)
Head Deacon, Shorenin Religious
Corporation
Representative Presiding Director andHead Priest, Shorenin Religious
Corporation (to present)
Director of the Company (to present)[Representation of other corporations]Representative Presiding Director and Head Priest,
Shorenin Religious Corporation[Reason for Recommendation as Candidates for Outside Director Positions]
The candidate is renowned for his penetrating insight nurtured as Head Priest of Shorenin
Religious Corporation. The counsel based upon this background, together with his work
experience at a financial institution and other valuable personal assets have been effectively
utilized in the Company’s management operations to date. Taking these contributions into
consideration, the appeal is hereby extended for an extension of his appointment as an
Outside Director.

0Candidate
NumberName(Date of birth)

Career Summary[Positions, assignment and representation of othercorporations]
April 1984

SawakoTakeuchi(July 9, 1952)
8

Visiting Researcher, Institute of Applied
Mathematical and Economic Sciences,
FranceOctober 1988
Deputy Director, Master of International
Business (MIB) Graduate Program, Ecole
Nationale des Ponts et Chaussées (France)
September 1994 Chief Researcher, Long-Term Credit
Bank of Japan Research Institute
April 1998
Associate Professor, School ofEngineering, University of Tokyo
Graduate School
April 2002
Professor, Faculty of Economics, Toyo
University Corporate Officer of theCompany
October 2004
Urban Development Sector (Economist /Analyst), Asia-Pacific Division, WorldBank
July 2005
Special Assistant to the Ministry ofForeign Affairs
October 2005
Visiting Professor, Graduate School ofEngineering, Kyoto University
April 2011
President, Japan Cultural Institute in Paris(Japan Foundation)
March 2016
Director of the Company (to present)
April 2016
Advisor to the Ministry of Education,
Culture, Sports, Science, and Technology
June 2017
Specially Appointed Professor, Yamagata
University Faculty of Engineering
April 2018
Invited Professor, Tokyo College ofMusic (to present)
Invited Professor, Yamagata University
Faculty of Engineering (to present)

Number of
Shares of theCompany
Held0[Representation of other corporations]
Invited Professor, Tokyo College of Music
Invited Professor, Yamagata University Faculty ofEngineering[Reason for Recommendation as Candidates for Outside Director Positions]
The candidate’s knowledge and wisdom as an engineering PhD, her experience in France (animportant base for HORIBA business operations) and other overseas assignments andadditional achievements have been fruitfully utilized in the Company’s management platform
up to this time. To continue to benefit from this background and expertise, her appointment tocontinue to serve as an Outside Director is respectfully requested.
Notes:
1. In March 2016, the Company made a donation to Shorenin Religious Corporation, for which thecandidate, Mr. Jiko Higashifushimi, serves as Head Priest. The amount of that contribution has notexceeded an annual average of 10 million yen for the past three business years, nor has it surpassed 2
percent of the value of the aggregate income of the said corporation during its most recent accounting
year. Accordingly, insofar as the said donation satisfies the conditions pursuant to the “Independence
Judgment Standards for Independent Outside Directors and Auditors” stipulated by the Company, no
issues are considered to exist with regard to the independence of Mr. Higashifushimi.
2. The Company maintains business relations in the domain of research and development with Yamagata
University, an institution where Dr. Sawako Takeuchi serves as an invited professor. In this regard,
insofar as the value of the transactions between the Group and the said University is less than 5 percentof the value of the aggregate income of the said University during its most recent accounting year, as
well as the fact that this activity satisfies the conditions pursuant to the “Independence Judgment
Standards for Independent Outside Directors and Auditors” stipulated by the Company, no issues are
considered to exist with regard to the independence of Dr. Takeuchi. Moreover, the Company
maintains no transactions with the School of Engineering of the said University, where Dr. Takeuchi
serves the visiting professor, attesting to the absence of any special relationships between the Company
and the said University.

3. There are also no other special vested interests existing between any of the Corporate Director
candidates and the Company.
4.The candidates for Director, Mr. Masahiro Sugita, Mr. Jiko Higashifushimi and Dr. Sawako Takeuchi,
are all being presented as candidates for the post of Outside Directors.
5. The Company has set forth its Policy for Nomination of Director Candidates, as well as Judgment
Standards for the Independence of Independent Outside Directors (both of which are available on the
Company’s website: (http://www.horiba.com/jp/investor-relations/corporate-governance/). Each of
the three (3) candidates for Outside Director presented in this motion satisfies all aspects thesestandards. Other matters pertaining to the said Outside Director candidates are as follows:(1) Term of Service as HORIBA Outside Director
For Mr. Masahiro Sugita, the term of service as a HORIBA Ltd. Outside Director commenced withhis appointment to that position at the 68th Ordinary General Meeting of Shareholders convened onJune 17, 2006. Upon the conclusion of this latest general shareholders meeting, that period will
have reached 12 years and 9 months.
For Mr. Jiko Higashifushimi, the term of service as a HORIBA Ltd. Outside Director commenced
with his appointment to that position at the 78th Ordinary General Meeting of Shareholders
convened on March 26, 2016. Upon the conclusion of this latest general shareholders meeting, that
period will have reached 3 years.
For Dr. Sawako Takeuchi, the term of service as a HORIBA Ltd. Outside Director commenced
with her appointment to that position at the 78th Ordinary General Meeting of Shareholders
convened on March 26, 2016. Upon the conclusion of this latest general shareholders meeting, that
period will have reached 3 years.
(2) Limited liability agreement
The Company and Mr. Masahiro Sugita, Mr. Jiko Higashifushimi and Dr. Sawako Takeuchi havesigned an agreement to limit their liability under Article 423, paragraph 1 of the Companies Act,and based on this agreement their liability is limited to the minimum liability amount stipulated inlaws and ordinances. If they are reappointed as Outside Director, the Company intends tocontinue this limited liability agreement with them.
(3) Notification of independent officer
In accordance with the provisions of the Tokyo Stock Exchange, the Company has notified theseexchanges that Mr. Masahiro Sugita, Mr. Jiko Higashifushimi and Dr. Sawako Takeuchi are
independent officers. If they are reappointed as Outside Director, the Company intends to havethem continue serving as independent officers.

“Guide to Exercising Voting Rights via the Internet”
(1)

Notes

Exercising your voting rights via the Internet can only be done on the website(https://www.web54.net) that the Company has designated.

Further, this website cannot

be accessed via mobile phones.


If you exercise your voting rights multiple times via the Internet, the last vote cast will bedeemed to be the valid one.



You can set your own password for use in exercising your voting rights at this General
Meeting of Shareholders when you first access the website.

Please keep the part of theenclosed ballot on which the “voting rights exercise code” is printed.

Also, please takecare not to forget the password you have input.
In addition, if the wrong password is input more than a certain number of times the website
will be locked and it will not be possible to access it.

To request a new password please

follow the on-screen instructions.


Please note that our shareholders shall bear any costs incurred when accessing thededicated voting website.

(2)

Contacts
For information concerning the operation of personal computers for the exercise of voting
rights:Web Support Help Desk of Securities Transfer Agency Sumitomo Mitsui Trust Bank,
LimitedTelephone: 0120-652-031(Japan only)
Opening hours: 9:00 - 21:00(Japan standard time)For any other information, please contact:1) Shareholder who has an account at a securities company:
Your securities company
2) Shareholder who does not have an account at a securities company (shareholder who hasa special account)
Securities Transfer Agency Administration Center, Sumitomo Mitsui Trust Bank,
LimitedTelephone: 0120-782-031(Japan only)
Opening hours: 9:00 -17:00 excluding Saturdays, Sundays and national holidays(Japan standard time)

To institutional investors
Institutional investors wishing to exercise their voting rights by electronic means at this General
Meeting of Shareholders may do so by using the Electronic Voting Platform operated by ICJ, Inc.