[NOTICE: This Notice of Convocation is a translation of the Japanese original for reference purposes
only, and in the event of any discrepancy, the Japanese original shall prevail.](Securities code: 6856)
2 Miyanohigashi-cho, Kisshoin, Minami-ku, Kyoto-shi
HORIBA, Ltd.
Masayuki Adachi, President & COO
March 4, 2022

Notice of the 84th Ordinary General Meeting of Shareholders
Dear Shareholders,
HORIBA, Ltd. (the “Company”) would hereby like to inform you that the 84th Ordinary General Meeting of
Shareholders (the “Meeting”) will be held as set forth below.
In the interest of preventing transmission of the novel coronavirus disease (COVID-19), we ask that shareholders review
the Reference Documents for the General Meeting of Shareholders that are attached below, make every possible effort tovote in writing or by electronic means (over the Internet, etc.) by 5 p.m. on Friday, March 25, 2022, and kindly refrain from
attending in person to the actual site of the Meeting.

1.

Time and Date:

Saturday, March 26, 2022, at 10 a.m. (JST) (Reception opens at 9 a.m.)2.

Location:

6th floor, TECHNO PLAZA, HORIBA Techno Service Co., Ltd. Head Office.
18 Maegawara-cho, Kisshoin, Minami-ku, Kyoto-shi* Notification will be provided on the Company’s website(https://www.horiba.com/jpn/company/investor-relations/shareholders-meeting/) (Japanese
Only) if there is a change in the venue and/or the starting time of the Meeting in the event ofa spread in COVID-19.

3.

Objectives of the Meeting:Items to be Reported:
1.
The Business Report, the Consolidated Financial Statements, and the audit results of theConsolidated Financial Statements by the Accounting Auditors and the Audit and Supervisory
Board for the 84th Fiscal Term (from January 1, 2021 to December 31, 2021)
2.
The Non-Consolidated Financial Statements for the 84th Fiscal Term (from January 1, 2021 to
December 31, 2021)
Items to be Resolved:
Proposal No. 1:
Proposal No. 2:
Proposal No. 3:
Proposal No. 4:
Proposal No. 5:

Partial Amendments to the Articles of Incorporation
Election of Nine (9) Directors
Election of Two (2) Substitute Audit & Supervisory Board Members
Revision of Remuneration Amount for Directors
Determination of Share-based Remuneration for Directors* Commemorative gifts will not be distributed to shareholders who attend theMeeting in person.
Furthermore, the informal gathering after the Meeting has also been cancelled.

1

Exercise of voting rights by postal mailPlease indicate your approval or disapproval for the proposal in the space provided on the ballot and return it to theCompany so it receives by 5 p.m., Friday, March 25, 2022.
Exercise of voting rights by electronic means (such as Internet)
Please access the website (https://www.web54.net)(Japanese Only), which the Company has designated for exercising
voting rights, and enter your approval or disapproval for the 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 25, 2022.
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” on page 28 of this document.
If you exercise your voting rights both by the voting card and by electronic means, only the latter ones will be valid.
―――――――――――――――――――――――――――――――――――――――――――――――――――
1. When you attend the Meeting, please hand in the enclosed ballot at reception.
2. 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 by designating one proxy, who is another shareholder of the Company with a voting right,
in accordance with the articles of incorporation. In this case, however, please submit documentation to prove the authority ofrepresentation.
3. Among the documents provided by the Company on the occasion of this meeting notice are the Statement of Changes inConsolidated 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, all of which are posted on the Company’s website,(https://www.horiba.com/jp/investor-relations/shareholders-meeting/) (Japanese Only), pursuant to applicable laws andregulations and Article 18 of the articles of incorporation. Accordingly, these materials are not among the documents attachedto this meeting notice. Moreover, the Statement of Changes in Consolidated Shareholders’ Equity and the Notes to theConsolidated Financial Statements in the Consolidated Financial Statements, as well as the Statement of Changes inShareholders’ 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 Audit and Supervisory Board members.
4. Upon occurrence of circumstances resulting in the need for amendment of Reference Documents for the General Meeting of
Shareholders, Business Reports, Consolidated Financial Statements or Non-Consolidated Financial Statements, the items ofamendment shall be posted on the Company’s website (https://www.horiba.com/jp/investor-relations/shareholders-meeting/)(Japanese Only).

2

Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information
Proposal No. 1: Partial Amendments to the Articles of Incorporation
1. Reasons for Amendment
In order to introduce a system that enables electronic provision of reference documents for general meetings ofshareholders, the Company shall amend Article 15 of the Articles of Incorporation, as listed below. This amendment is proposedin anticipation of the proviso to Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act”
(Act No. 70 of 2019) which is scheduled to become effective from September 1, 2022.
(1)
(2)
(3)
(4)

2.

Article 18, paragraph (1) of the Articles of Incorporation after amendment stipulates that information contained within thereference documents and other documents for the general meetings of shareholders shall be provided by electronic means.
Article 18, paragraph (2) of the Articles of Incorporation after amendment will be established in as a provision for limiting
the scope of items to be stated in the documents delivered to shareholders who request materials in paper-based format.
The provision on internet disclosure and deemed provision of reference documents and other documents for the general
meeting of shareholders (Article 18 of the Articles of Incorporation in “Before Amendment”) will become unnecessary
and shall be deleted.
The Company will establish supplementary provisions regarding the Date of Enforcement and for the above new
establishment and deletion of provisions.
Contents of the Amendment
The details of the amendment are described as follows.
Before Amendment

After Amendment

Article 18 (Internet disclosure and deemed provision of <Deleted>reference documents and other documents for thegeneral meeting of shareholders)
The Company shall be deemed to provide theinformation to be stated or indicated in thereference documents for the general meeting ofshareholders, business reports, financial statements
and consolidated financial statements to theshareholders by disclosing such information
through the Internet in accordance with theOrdinance of the Ministry of Justice in convening
the general meeting of shareholders.
<Newly established>

Article 18(Measure for provision of informationelectronically)
1 The Company shall electronically provide
information contained in reference documents
and other documents for the general meeting ofshareholders in convening the general meetingof shareholders.
2 Among information to be provided
electronically, the Company reserves the rightto exclude, in whole or in part, any or all of theinformation set forth by the Ordinance of the
Ministry of Justice in the documents delivered
to shareholders who request materials in paperbased format of documents by the record date
for voting rights.

3

Before Amendment

After Amendment<Newly established>(Supplementary provisions)
1 The deletion of Article 18 (Internet disclosureand deemed provision of reference documents
and other documents for the general meeting ofshareholders) of the Articles of Incorporation
before amendment and the new establishmentof Article 18 (Measure for provision of
information electronically) of the Articles ofIncorporation after amendment shall become
effective from the date of enforcement of theamended provision prescribed in the proviso to
Article 1 of the supplementary provisions of
the Act Partially Amending the Companies Act(Act No. 70 of 2019) (hereinafter referred to as
the “Date of Enforcement”).
2 Notwithstanding the provisions of thepreceding paragraph, Article 18 of the Articles
of Incorporation before amendment shallremain in force with respect to general
meetings of shareholders held within six
months from the Date of Enforcement.
3 These supplementary provisions shall bedeleted on the day when six months havepassed from the Date of Enforcement or the
day when three months have passed from thedate of the general meeting of shareholders in
the preceding paragraph, whichever comes
later.

4

Proposal No. 2: Election of Nine (9) Directors
The terms of office of all eight (8) Directors will expire at the conclusion of the Meeting.
In that regard, the Company proposes the election of nine (9) Directors (including three (3) Non-executive Directors),
increasing the number of Directors by one to further enhance the management system. The election of candidates for Director isdetermined by the Board of Directors after deliberation in the Nomination and Remuneration Committee.
Reason for the Increase of One Director
The Company has continued business growth by pursuing “measurement” technologies and embracing the challenges
presented by new markets since it was founded. Since the late 1990s, the Company has expanded its size and areas of businessthrough global M&A, and over 60% of sales and employees are now overseas. Recently, the Company reached the conclusionthat it would be appropriate to increase one Director and to nominate Dr. Jai Hakhu, who is an Executive Corporate Officer of
the Company, as candidate for Director to strengthen supervisory functions and accelerate decision making in global operations
for the purpose of sustained growth and development of the Group and enhancement of medium- to long-term corporate value.
The candidates for Director are as follows:
Candidate number

Name

Current positions and assignments in the
Company

Attendance ofmeetings of the Boardof Directors last year

1

Reelection

Atsushi Horiba

Chairman & Group CEO

100% (12/12)

2

Reelection

Juichi Saito

Executive Vice Chairman & Group COO

100% (12/12)

3

Reelection

Masayuki Adachi

President & COO

100% (12/12)

4

Reelection

Masao Okawa

Managing Director, General Manager ofFinance and Legal Division & Tokyo
Branch Manager

100% (12/12)

5

Reelection

Takashi Nagano

Director

100% (12/12)

6

New election

Jai Hakhu

Executive Corporate Officer

Sawako Takeuchi

Director

100% (12/12)

Haruyuki Toyama

Director

100% (10/10)

Fumihiko Matsuda

Director

90% (9/10)–

Reelection
7

Non-executive
Independent Director
Reelection8

Non-executive
Independent Director
Reelection9

Non-executive
Independent Director

5Candidate
NumberName(Date of birth)

Career Summary[Positions, assignment and representation of other corporations]
September 1972
December 1977

1

Number of
Shares of theCompany Held

Joined the Company
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 the Company
June 1989
Director of STEC Co., Ltd. (present HORIBASTEC, Co., Ltd.)
January 1992
President of the Company
June 1995
President of STEC Co., Ltd. (present HORIBA
Atsushi Horiba
STEC, Co., Ltd.)(February 5, 1948) August 2002
Chairman of HORIBA INSTRUMENTS
1,073,765(SHANGHAI) Co., Ltd.
June 2005
Chairman, President & CEO of the Company
Reelection
April 2016
Chairman of HORIBA STEC, Co., Ltd. (to present)
January 2018
Chairman & Group CEO of the Company (topresent)
June 2018
External Director of Softbank Corp. (to present)
June 2021
Outside Director of Sumitomo Electric Industries,
Ltd. (to present)[Representation of other corporations]
Chairman of HORIBA STEC, Co., Ltd.
External Director of Softbank Corp.
Outside Director of Sumitomo Electric Industries, Ltd.
[Reason for Recommendation as Candidate for Corporate Director Position]
The candidate served as President & CEO of the Company over the 26-year period from 1992 to the end of 2017and as Chairman & Group CEO of the Company from 2018, during which he played a pivotal role in spearheading
the global growth of the overall HORIBA Group while otherwise accumulating rich management experience. Inview of this solid background and further strengthening the Group solidarity and global development, the candidate
is considered highly qualified to remain in the capacity of Director, with his reappointment to that position hereby
requested.

6Candidate
NumberName(Date of birth)

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

2

Number of
Shares of theCompany Held

Joined the Company
General Manager of the Engine Measurement
Planning & Development Department of theCompany
February 2002
President of HORIBA Instruments Incorporated(USA)
June 2002
Corporate Officer of the Company
June 2004
Director of STEC Co., Ltd. (present HORIBASTEC, Co., Ltd.)
June 2005
Director of the Company
Managing Director of HORIBA STEC Co., Ltd.
Juichi Saito
June 2008
Executive Vice President of HORIBA STEC,(February 10, 1958)
Co., Ltd.
19,260January 2012
General Manager of Corporate & Segment
Reelection
Strategy Division of the Company
March 2013
Executive Vice President of the Company
March 2016
Executive Vice President and Representative
Director of the Company
January 2018
Executive Vice Chairman & Group COO of theCompany (to present)
April 2018
President of HORIBA Europe Holding SASU
April 2021
Chairman of Supervisory Board of HORIBA
Europe Holding SASU (to present)[Representation of other corporations]
Chairman of Supervisory Board of HORIBA Europe Holding SASU
[Reason for Recommendation as Candidate for Corporate Director Position]
In addition to his impressive overseas track record through engaging in management duties of the Company’s U.S.
subsidiary and other assignments, the candidate has experience in promoting operations with the key focus on
business strategies and corporate acquisition as General Manager of the Corporate & Segment Strategy Division,
further supporting the view that he is fully capable of unifying the overall Group in promoting programs of renewed
global development as the Group COO from 2018. In view of this, his continued appointment to the post of
Director is desired.

7

Candidate
NumberName(Date of birth)

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

3

Joined the Company
General Manager of Emission Analysis R&D
Department of the Company
March 2003
General Manager of Engine Measurement
Systems Division of the Company
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(present HORIBA Instruments Incorporated(USA))
Masayuki Adachi
April 2010
Senior Corporate Officer of the Company(November 1, 1962)
January 2011
General Manager of Research & Development
Division & R&D Steering Committee of theReelection
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 FRANCESAS) (to present)
March 2016
Senior Managing Director of the Company
January 2018
President & COO of the Company (to present)[Representation of other corporations]
Chairman of Supervisory Board of HORIBA FRANCE SAS

Number of Sharesof the Company
Held

14,402[Reason for Recommendation as Candidate for Corporate Director Position]
The candidate has achieved far-reaching experience in the R&D Division of the Company, while likewise excellingin overseas management assignments at the Company’s subsidiaries in the United States and France and engaging
in management duties of the Company as President & COO of the Company from 2018. These and other factors
support the judgment of his ability to further enhance the Company’s technical prowess and propel the HORIBAGroup to even greater successes, resulting in the request for the candidate’s continued appointment to the positionof Director.

8

Candidate
NumberName(Date of birth)

Career Summary[Positions, assignment and representation of other corporations]
April 1988
September 2003
May 2013

4

Number of Sharesof the Company
Held

Joined Bank of Japan
Chief Representative in Frankfurt, Bank of Japan
General Manager of Takamatsu Branch, Bank ofJapan
June 2015
General Manager of Kyoto Branch, Bank ofJapan
January 2017Retired from Bank of Japan
January 2017
Joined the Company
Masao Okawa
Senior Corporate Officer of the Company(March 13, 1966)
March 2017
General Manager of General Administration
10,782Division & Tokyo Branch Manager of theCompany
Reelection
March 2018
Managing Director of the Company (to present)
April 2021
President of HORIBA Europe Holding SASU (topresent)
January 2022
General Manager of Finance and Legal Division& Tokyo Branch Manager of the Company (topresent)[Representation of other corporations]
President of HORIBA Europe Holding SASU
[Reason for Recommendation as Candidate for Corporate Director Position]
In view of the candidate’s global experience compiled during his previous service at a topflight financial
institution, the company is convinced that he is uniquely qualified to formulate global financial strategies and tostrengthen compliance and corporate governance. For these reasons, his continued appointment as Director would
be greatly appreciated.

9Candidate
NumberName(Date of birth)

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

5

Number of Sharesof the Company
Held

Joined the Company
General Manager of the Engine Measurement
Planning & Development Department of theCompany
March 2001
General Manager of Engine Measurement
Systems Division of the Company
December 2003
President of HORIBA Europe GmbH
June 2005
Corporate Officer of the Company
June 2006
Senior Corporate Officer of the Company
Takashi Nagano
January 2011
General Manager of Sales Division of the(April 13, 1962)
12,070Company
April
2011
President&
CEOof
HORIBA
EuropeGmbH
Reelection
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. (to present)
January 2018
Board Leader of GLOBAL ATS BOARD of theCompany[Representation of other corporations]
Chairman of HORIBA KOREA Ltd.
[Reason for Recommendation as Candidate for Corporate Director Position]
The candidate has extensive experience at the Automotive segment and Sales Division, while holding management
positions at HORIBA’s subsidiaries in Germany and South Korean and cultivating other pivotal knowledge
through the Company’s overseas operations. This background supports the assessment of his credentials to expertly
deal with the tumultuous changes that currently characterize the automotive industry, leading to the request forreappointment to the position of Director.

10Candidate
NumberName(Date of birth)

Career Summary[Positions, assignment and representation of other corporations]
1979

6

Number of Sharesof the Company
Held

Vice President of Rockwell International
Corporation
1997
Vice President of Varian Semiconductor
Equipment Associates Inc.
Vice President and General Manager of Intel
Corporation
2005
Corporate Vice President and General Manager
of Intel Corporation
2007
President & CEO of R.C. International LLC (topresent)
Senior Advisor and Operating Executive ofGolden Gate Capital
2010
Joined the Company
Executive Corporate Officer of the Company (topresent)
2011
Chairman & President of HORIBA Instruments
Incorporated (USA)President of HORIBA India Private Limited(India)Jai Hakhu
Chancellors Roundtable Member of University of(July 9, 1947)
California, Irvine (to present)
10,0002012
President of HORIBA ABX SAS (France) (toNew election
present)
2014
Chairman & CEO of HORIBA Instruments
Incorporated (USA) (to present)
2016
Chairman of HORIBA India Private Limited(India) (to present)
2018
Board of Directors of Montpellier University of
Excellence (MUSE), France (to present)
2022
Board of Directors of University of Montpellier(UM), France (to present)[Representation of other corporations]
Chairman & CEO of HORIBA Instruments Incorporated (USA)President of HORIBA ABX SAS (France)
Chairman of HORIBA India Private Limited (India)
President & CEO of R.C. International LLC
Chancellors Roundtable Member of University of California, Irvine
Board of Directors of Montpellier University of Excellence (MUSE),
FranceBoard of Directors of University of Montpellier (UM), France[Reason for Recommendation as Candidate for Corporate Director Position]
The candidate has extensive knowledge based on management experience in leading companies in the UnitedStates, and also has experience leading the Group’s medical business and other areas in the United States, France
and India, and he is considered highly qualified to strengthen supervisory functions and accelerate decision making
in global operations. In view of this, it is requested that he be newly appointed to the position of Director.

11

Candidate
NumberName(Date of birth)

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

7

Visiting Researcher, Institute of Applied
Mathematical and Economic Sciences, France
October 1988
Deputy Director, Master of International
Business (MIB) Graduate Program, Ecole
Nationale des Ponts et Chaussées (France)
September 1994
Chief Economist, Long-Term Credit Bank ofJapan Research Institute
April 1998
Associate Professor, Graduate School ofEngineering, University of Tokyo
April 2002
Professor, Faculty of Economics, Toyo
University
October 2004
Urban Development Sector(Economist/Analyst), Asia-Pacific Division,
Sawako Takeuchi
World Bank
(July 9, 1952)
July 2005
Ambassador and Special Assistant to the
Minister, Ministry of Foreign Affairs
Reelection
October 2005
Visiting Professor, School of Engineering,
Kyoto University
Non-executive
April 2011
President, Japan Cultural Institute in Paris(Japan Foundation)
Independent Director March 2016
Non-executive Director of the Company (topresent)
April 2016
Advisor to the Minister, Ministry of Education,
Culture, Sports, Science, and Technology
June 2017
Specially Appointed Professor, Yamagata
University Faculty of Engineering
April 2018
Visiting Professor, Tokyo College of Music (topresent)
Visiting Professor, Yamagata University
Faculty of Engineering
June 2019
Outside Director of SAXA Holdings, Inc.
[Representation of other corporations]
Visiting Professor, Tokyo College of Music

Number of Sharesof the Company
Held0[Reason for Recommendation as Candidate for Non-executive Director Position and overview of expected role]
The candidate has extensive practical experience in management engineering leveraging her twin doctorates inengineering and economics, in addition to international experience in Europe, which is a key location for theCompany. The Company assume that she can appropriately fulfil the roles of promoting fair decision making andstrengthening management supervisory functions, and thereby strongly recommend the reappointment of thecandidate to serve as a Non-executive Director.

12

Candidate
NumberName(Date of birth)

Career Summary[Positions, assignment and representation of other corporations]
April 1982
January 2000

8

Number of Sharesof the Company
Held

Joined Bank of Japan
Alternate Executive Director for Japan,
International Monetary Fund
August 2004
General Manager of Okayama Branch, Bank ofJapan
July 2006
Deputy Director General, Payment andSettlement Systems Department, Bank of Japan
March 2009
Director General, Financial Markets
Haruyuki Toyama
Department, Bank of Japan(March 23, 1959)
May 2011
General Manager for Americas, Bank of Japan
November 2012
Director General, International Department,
Reelection
Bank of Japan
54
August 2014
Retired from Bank of Japan
Non-executive
March 2015
Registered as an attorney-at-law admitted inJapan
Independent Director
June 2015
Outside Director of Hitachi Construction
Machinery Co., Ltd. (to present)
January 2019
Special Counsel, IWATA GODO (to present)
March 2021
Non-executive Director of the Company (topresent)[Representation of other corporations]
Special Counsel, IWATA GODO
Outside Director of Hitachi Construction Machinery Co., Ltd.
[Reason for Recommendation as Candidate for Non-executive Director Position and overview of expected role]
The candidate has expertise as an attorney specializing in corporate law, and extensive experience in internationalbanking and finance. The Company assume that he can appropriately fulfil the roles of promoting fair decision
making and strengthening management supervisory functions, and thereby strongly recommend the reappointmentof the candidate to serve as a Non-executive Director.

13

Candidate
NumberName(Date of birth)

Career Summary[Positions, assignment and representation of other corporations]
August 1998

9

Head of Gene Identification, Centre Nationalde Génotypage, Evry France
April 2003
Professor, Department of Genome
Epidemiology, Kyoto University Graduate
School of Medicine
April 2004
Professor, Unit of Human Disease Genomics,
Center for Genomic Medicine Kyoto
University Graduate School of Medicine
January 2007
Research Director, Institut National de la Santéet de la Recherche Médicale (INSERM) U.852
November 2008
Professor and Director, The Center for
Genomic Medicine, Graduate School of
Medicine, Kyoto University (to present)
October 2014
Deputy Executive Vice-President forInternational Affairs, Kyoto University
Fumihiko Matsuda(December 3, 1960) April 2015
Visiting Professor, Research Institute forMathematical Sciences, Kyoto University (topresent)
Reelection
November 2016
Scientific Coordinator, Pasteur-Kyoto
University International Joint Research Unit
Non-executive
for Integrative Vaccinomics (to present)
Dean, Kyoto-McGill International
Independent Director April 2018
Collaborative School of Genomic Medicine,
Kyoto University (to present)
November 2018
Founder and Director, Chief Advisor,
GenoConcierge Kyoto, Inc. (to present)
October 2020
Senior Advisor to the President on Academic
Affairs, Kyoto University (to present)
November 2020
Founder and Director, Chief Advisor,
RADDAR-J for Society Inc. (to present)
March 2021
Non-executive Director of the Company (topresent)[Representation of other corporations]
Senior Advisor to the President on Academic Affairs, Kyoto University
Founder and Director, Chief Advisor, GenoConcierge Kyoto, Inc.
Founder and Director, Chief Advisor, RADDAR-J for Society Inc.

Number of Sharesof the Company
Held

90

[Reason for Recommendation as Candidate for Non-executive Director Position and overview of expected role]
The candidate has accumulated impressive specialized knowledge in viruses, immunity, genomes and other areasof the medical field. He has also served as Senior Advisor to the President for Academic Affairs of Kyoto
University and held other posts through which he has attained extensive management skills, while possessing
international experience in France. The Company assume that he can appropriately fulfil the roles of promoting
fair decision making and strengthening management supervisory functions, and thereby strongly recommend thereappointment of the candidate to serve as a Non-executive Director.

14

(Notes)
1. The Company has extended a loan to Dr. Jai Hakhu designated for use in the purchase of the Company’s shares. The loan wasdetermined through deliberation by the Board of Directors after taking appropriate steps to preserve assets based on the
Company’s lending rules and an agreement with the candidate. The candidate has completed the purchase of the Company’s
shares, and progress in the repayment of the loan will be monitored by the Board of Directors.
2. At SAXA Holdings, Inc. where Dr. Sawako Takeuchi served as Outside Director for one term of two years from June 2019 toJune 2021, inappropriate accounting practices took place between the group companies of SAXA Holdings, Inc. wasdiscovered prior to the candidate being appointed as Outside Director. After her appointment as Outside Director of SAXA
Holdings, Inc., the candidate regularly made strong proposals to improve governance and revitalize the Board of Directors,
and fulfilled her duties after the discovery of the incident by launching a task force aimed at preventing recurrence, andparticularly guiding the rebuilding of internal control systems (strengthening of supervisory and monitoring functions) andestablishing a Remuneration Committee and a Nomination Committee to reform management.
3. The Group has business relationships such as research and development, the sale of products and donations with Kyoto
University where Dr. Fumihiko Matsuda serves in roles such as Senior Advisor to the President on Academic Affairs. The
value of the transactions between the Group and the said University accounted for less than 0.01% of the value of the
University’s aggregate income during its most recent fiscal year. The Company has made donations to the University in thepast four fiscal years, but the amount of each of the donations accounted for less than 0.01% of the value of the University’s
aggregate income and did not exceed 10 million yen in the respective fiscal years. In addition, the amount of the Group’sbusiness from the University accounts for approximately 0.02% of the Group’s consolidated net sales in the most recent fiscal
year. As further disclosure, Dr. Fumihiko Matsuda serves as “Founder and Director, Chief Advisor” of GenoConcierge Kyoto,Inc., a company at which Mr. Atsushi Horiba, Chairman & Group CEO of the Company, holds the post of “Advisor.” In thatcapacity, while Mr. Atsushi Horiba provides advice to GenoConcierge Kyoto, Inc. concerning business management and othermatters from his insights as a corporate executive, he receives no compensation from the said company in return for thoseservices. There are no direct business relations between GenoConcierge Kyoto, Inc. and the Group. In consideration of thesefactors, the proposed appointment of him is considered to satisfy the “Independence Judgment Standards for Non-executive
Directors and Outside Audit & Supervisory Board Members” established by the Company, with no issues existing with regard
to the independence of Dr. Fumihiko Matsuda.
4. There is also no other special interest between any of the candidates for Director and the Company, which should be disclosed.
5. Dr. Jai Hakhu’s name is stated as “Jai Krishan Hakhu” on personal identification documents.
6. The candidates for Director, Dr. Sawako Takeuchi, Mr. Haruyuki Toyama and Dr. Fumihiko Matsuda, are all being presented
as candidates for the post of Non-executive Directors.
7. The Company plans to enter into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. The policy will cover indemnification and the litigation expenses basedon the liability of damages that are assumed by an insured in a case where the insured receives a claim etc. relating to the
pursuit of liability arising from the performance of duties. Directors, Audit & Supervisory Board Members, and Corporate
Officers of the Company are insureds under the policy, and their insurance premiums shall be borne in full by the Company.
However, damages for an insured who intentionally committed illegal acts are excluded from coverage. If each of thecandidates for Director is elected and assumes office as Director, each of them will be included as an insured in the policy. In
addition, when the policy is next renewed, the Company plans to renew the policy with the same terms.
8. The Company sets forth its Policies for Nomination of Director Candidates and Dismissal of Directors, as well as Independence
Judgment Standards for Non-executive Directors and Outside Audit & Supervisory Board Members. Each of the three (3)candidates for Non-executive Director presented in this proposal satisfies all aspects these of standards.
Other matters pertaining to the said Non-executive Director candidates are as follows:(1) Term of Service as HORIBA Non-executive Directors
For Dr. Sawako Takeuchi, the term of service as a HORIBA Ltd. Non-executive Director commenced with her appointment
to that position at the 78th Ordinary General Meeting of Shareholders convened on March 26, 2016. Upon the conclusionof this latest general shareholders meeting, that period will have reached 6 years.
For Mr. Haruyuki Toyama, the term of service as a HORIBA Ltd. Non-executive Director commenced with his
appointment to that position at the 83rd Ordinary General Meeting of Shareholders convened on March 27, 2021. Uponthe conclusion of this latest general shareholders meeting, that period will have reached 1 year.
For Dr. Fumihiko Matsuda, the term of service as a HORIBA Ltd. Non-executive Director commenced with his
appointment to that position at the 83rd Ordinary General Meeting of Shareholders convened on March 27, 2021. Uponthe conclusion of this latest general shareholders meeting, that period will have reached 1 year.
(2) Limited liability agreement
The Company and Dr. Sawako Takeuchi, Mr. Haruyuki Toyama, and Dr. Fumihiko Matsuda signed agreements 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 in laws and ordinances. If Dr. Sawako Takeuchi, Mr. Haruyuki Toyama, and
Dr. Fumihiko Matsuda are reappointed, the Company intends to continue these limited liability agreements.

15

(3) Notification of Independent Director
In accordance with the provisions of the Tokyo Stock Exchange, the Company notified the Exchange that Dr. Sawako
Takeuchi, Mr. Haruyuki Toyama, and Dr. Fumihiko Matsuda are Independent Directors. If Dr. Sawako Takeuchi, Mr.
Haruyuki Toyama, and Dr. Fumihiko Matsuda are reappointed, the Company intends to have them continue serving as
Independent Directors.

16

Reference■ Policies for Nomination of Director Candidates and Dismissal of Directors (determined in the meeting of the Board of
Directors held on November 19, 2021)
The election of candidates for Director of the Company are determined by the Board of Directors after deliberation in the
Nomination and Remuneration Committee. Candidates for Director of the Company must satisfy the following requirements.
1. A person who respects the HORIBA’s Corporate Motto and HORIBA Corporate Philosophy, and is suitable for thesupervision of management from the perspective of contributing to sustained creation of corporate value.
2. A person who has excellent character and insight as a Director, and the will and capability required for executing duties
in good faith.
3. A person who is able to secure the time as a Director required for executing the duties thereof in good faith.
4. A person who can be expected to contribute to frank, active and constructive consideration on the Board of Directors.
5. A person who satisfies the qualifications as Director required by laws and ordinances.
The Board of Directors shall consider dismissing or not reappointing a Director who no longer satisfies the above
requirements.
■ Skill Matrix of Candidates for Directors

Candidate name

Knowledge and insight considered to beparticularly important by the Company
Corporate
Management

Technology

Governance

Atsushi Horiba

○

○

○

Juichi Saito○

Masayuki Adachi○

Energy &Environment○

Materials &Semiconductor

Bio &Healthcare

○

○

○

Masao Okawa○

Takashi Nagano○

Jai Hakhu○

Sawako Takeuchi

○
○
○

○

Haruyuki Toyama
Fumihiko Matsuda

Three fields of expertise in the Market Oriented
Business mentioned in the “MLMAP2023” MidLong Term Management Plan

○

○

○
○

○

○

1. This skill matrix lists the knowledge, insight and expertise necessary of Directors who are responsible for the Company’s
management, and areas in which the Company has particular expectations for each candidate for Director are indicated with ○.
2. Governance refers to skills in finance, accounting, legal affairs, or so., specifically required for ensuring transparency ofmanagement and appropriate disclosure of information to stakeholders.
3. All candidates for Director have the international experience necessary for the Company’s global operation.
4. Items will be reviewed as needed based on the external environment and the condition of the Company.

17

Proposal No. 3: Election of Two (2) Substitute Audit & Supervisory Board Members
The Company also requests approval for the election of two (2) substitute Audit & Supervisory Board Members to beready to fill a vacant position should the number of Audit & Supervisory Board Members fall below the number required by laws
and regulations.
The candidates for substitute Audit & Supervisory Board Member are Mr. Kazumasa Yoshida as substitute Outside
Audit & Supervisory Board Member for Outside Audit & Supervisory Board Members Mr. Keiji Yamada and Ms. Tomoko
Tanabe, and Mr. Hitoshi Motokawa as substitute Audit & Supervisory Board Member for Audit & Supervisory Board Member
Mr. Atsushi Nakamine.
The validity of the election of Mr. Kazumasa Yoshida and Mr. Hitoshi Motokawa can be nullified by resolution of theBoard of Directors if the consent of Audit & Supervisory Board has been obtained; provided, however, that it is only in a time
before assuming office.
In addition, the consent of Audit & Supervisory Board has been obtained for this proposal.
The candidates for substitute Audit & Supervisory Board Member are as follows:
Candidate
NumberName(Date of birth)

Career Summary[Representation of other corporations]
April 1979
February 1980
March 1980
September 1991
October 1991

1

Number of
Shares of theCompany Held

Joined Canon Inc.
Retired from Canon Inc.
Joined Nakano C.P.A. Office
Retired from Nakano C.P.A. Office
President of Yoshida Kazumasa Licensed Tax
Accountant Office (to present)
Kazumasa Yoshida
1,227
May 2006
Corporate Auditor of de-live Inc. (to present)(November 16, 1956)
June 2014
Corporate Auditor of Japan Re-ground Corporation(to present)[Representation of other corporations]
President of Yoshida Kazumasa Licensed Tax Accountant Office
Corporate Auditor of de-live Inc.
Corporate Auditor of Japan Re-ground Corporation[Reason for Recommendation as Candidate for substitute Outside Audit & Supervisory Board Member]
To benefit from the Candidate’s abundant professional expertise in the field of tax and accounting as a licensed
tax accountant as well as experiences amassed as a corporate auditor of other companies for the management of
the Company, the company considered that continued appointment of the candidate to appropriately serve as
substitute Outside Audit & Supervisory Board Member is respectfully requested.

18

Candidate
NumberName(Date of birth)

Career Summary[Representation of other corporations]

Number of
Shares of theCompany Held

April 1984
September 2004

2

Joined the Company
General Manager of Sales Department of theCompany
January 2009
General Manager of Sales Division of theCompany
April
2017
Junior Corporate Officer of the Company (toHitoshi Motokawa
3,174
present)(November 27, 1960)
January 2021
General Manager of General Administration
Division Responsible for Financial Control of theCompany
January 2022
General Manager of Finance and Legal Division
Responsible for Financial Control of the Company(to present)[Reason for Recommendation as Candidate for substitute Audit & Supervisory Board Member]
The candidate has many years of experience serving in the Company’s performance management in the Sales
Division and General Administration Division, and he is considered highly qualified to perform supervisory
operations. In view of this, the company requested that he will be newly appointed to the position of substitute
Audit & Supervisory Board Member.

(Notes)1. There is no special interest between any of the candidates for substitute Audit & Supervisory Board Member and the Company,
which should be disclosed.
2. The Company plans to enter into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. The policy will cover indemnification and the litigation expenses basedon the liability of damages that are assumed by an insured in a case where the insured receives a claim etc. relating to the
pursuit of liability arising from the performance of duties. Directors, Audit & Supervisory Board Members, and Corporate
Officers of the Company are insureds under the policy, and their insurance premiums shall be borne in full by the Company.
However, damages for an insured who intentionally committed illegal acts are excluded from coverage. If each of thecandidates for substitute Audit & Supervisory Board Member assumes office as Audit & Supervisory Board member, each ofthem will be included as an insured in the policy. In addition, when the policy is next renewed, the Company plans to renew
the policy with the same terms.
3. The candidate for substitute Audit & Supervisory Board Member Mr. Kazumasa Yoshida is a candidate for substitute Outside
Audit & Supervisory Board Member satisfying the regulations of the Tokyo Stock Exchange, as well as the Policies for
Nomination of Director Candidates and Dismissal of Directors and Independence Judgment Standards for Non-executive
Directors and Outside Audit & Supervisory Board Members.
4. Other matters pertaining to candidates for substitute Outside Audit & Supervisory Board Members are as follows:(1) Limited liability agreement
If Mr. Kazumasa Yoshida assumes office as Outside Audit & Supervisory Board Member, the Company intends to sign anagreement with him to limit his liability under Article 423, paragraph (1) of the Companies Act, and based on this agreement
his liability will be limited to the minimum liability amount stipulated in laws and ordinances.
(2) Notification of Independent Audit & Supervisory Board Member
If Mr. Kazumasa Yoshida assumes office as Outside Audit & Supervisory Board Member, in accordance with theprovisions of the Tokyo Stock Exchange, the Company intends to designate Mr. Kazumasa Yoshida as Independent Audit& Supervisory Board Member and notify the exchange to that effect.

19

Reference■Independence Judgment Standards for Non-executive Directors and Outside Audit & Supervisory Board Members(determined in the meeting of the Board of Directors held on November 20, 2015)
The Company has established the following independence judgment standards for Non-executive Directors and Outside Audit& Supervisory Board Members, and Non-executive Directors and Outside Audit & Supervisory Board Members are judged
to have independence from the Company if the Non-executive Directors and Outside Audit & Supervisory Board Members
do not fall under any of the following items.
1. A person who is an executive (Note 1) of the Company or a subsidiary of the Company (hereinafter collectively referred
to as “the Group”) or has been an executive of the Group in the past ten years
2. A person who deals with the Group as a major business partner (Note 2) or is an executive thereof
3. A major business partner of the Group (Note 3) or is an executive thereof
4. A consultant, accounting expert or legal expert who obtains a large sum of money or other property (Note 4) other thanofficer remuneration from the Group (if the party who obtains said property is an organization such as a corporation or
an association, a person belonging to said organization)
5. A person who belongs to the auditing firm conducting statutory audits of the Group
6. A person who has received donations or subsidies in excess of a certain amount (Note 5) from the Group (if the party
who receives said donations or subsidies is an organization such as a corporation or an association, a person belonging
to said organization)
7. An executive of a principal financial institution (Note 6) from which the Group has borrowings, or the parent company
or a subsidiary thereof
8. A major shareholder (Note 7) of the Group, or if the major shareholder is a corporation, an executive of the corporation
9. An executive of a company in which the Group is a major shareholder
10. An executive of a company that has accepted a Director (regardless of whether full-time or part-time) from the Group,or the parent company or a subsidiary thereof
11. A person who has fallen under any of the above items 2. through 10. during the past three years
12. A close relative, etc. (Note 9) of a person falling under any of the above items 1. through 11. (limited to persons in key
positions (Note 8))(Note 1) Executive refers to an executive prescribed in Article 2, paragraph (3), item (vi) of the Regulations for Enforcementof the Companies Act, and includes not only executive directors, but also corporate officers and employees. This
does not include company auditors.
(Note 2) A person who deals with the Group as a major business partner is a business partner group (meaning a corporategroup made up of direct the business partner, the parent company and subsidiaries thereof, and the subsidiaries ofthe parent company; there same applies below) providing products or services to the Group, for which thetransaction amount in the most recent fiscal year is 5% or more of the annual consolidated net sales of said group.
(Note 3) A major business partner of the Group is a business partner group to which the Group provides products and services,where the transaction amount in the most recent fiscal year is 2% or more of the annual consolidated net sales of
the Group.
(Note 4) A large sum of money or other property refers to money or other property exceeding 10 million yen annually otherthan officer remuneration in the most recent fiscal year (if the party that obtained the property is an organizationsuch as a corporation or an association, monetary or other property gains exceeding 2% of the total amount ofrevenue during the most recent fiscal year of the organization).
(Note 5) Donations or subsidies in excess of a certain amount refer to donations or subsidies exceeding the higher of either
10 million yen annually on average for the past three fiscal years or 2% of the total revenue during the person’s
most recent fiscal year.
(Note 6) Principal financial institution refers to a financial institution from which the total amount of borrowings exceeds
2% of consolidated total assets of the Company at the end of the most recent fiscal year.
(Note 7) Major shareholder refers to a shareholder with 10% or more of voting rights (including both directly held andindirectly held).
(Note 8) Persons in key positions are directors (excluding Non-executive Directors), executives, corporate officers andemployees in senior management positions of a level of general manager or higher, in addition to persons belonging
to an audit firm or accounting form who are certified public accountants, persons belonging to a law firm who areattorneys, persons belonging to an incorporated foundation or an incorporated association who are officers such ascouncilors, directors and auditors, and other persons objectively and rationally deemed to have equivalent
importance.
(Note 9) A close relative, etc. refers to a spouse or relative within the second degree of kinship.

20

(Reference Information) Explanation of the Revision of the Amount and the Scheme of Remuneration for the Company’s
Directors
The management environment surrounding the Company is changing promptly, such as the rapid expansion of thesemiconductor industry, the arrival of hydrogen society amid the trend of decarbonization, and technological innovation in the areaof life science, and accordingly the Company’s operations become increasingly globalized so as to respond to these changes. In
order to further strengthen the supervisory functions and to accelerate the decision making in global operations, the Company will
appoint an additional member to the Board of Directors who has extensive experience in global management. The purpose of therevision is to secure talented management personnel as well as to add incentives to achieve the current Mid-Long Term Management
Plan “MLMAP2023.”
The Company’s view on the change to the Directors’ remuneration scheme
The Company’s basic policy is that shareholders, management and employees work as one to develop the Company,
and the outcome from the operation are evaluated and distributed to those stakeholders in open and fair manner.
Since its initial stock listing in the stock exchange market, the Company has distributed dividends to shareholders
based on net income, and performance-based remuneration has been paid to the management based on net income and dividends.
(At present, dividends = approximately 30% of consolidated net income; bonuses for directors = approximately 20% of dividends).
In fiscal 2013, the Company announced that the total amount of shareholder returns including dividends and share buybacks
would be around 30% of consolidated net income, in order to provide shareholder returns directly linked to consolidated
performance, and an earnings-based remuneration scheme was also introduced for Directors (excluding Non-executive Directors).
Since then, the Company’s performance has steadily expanded that consolidated net income grew to 2.9 times, share price reached
2.7 times (closing price on December 30, 2021) and total dividends reached 3.0 times in 2021 respectively compared with fiscal
2012. Shareholder returns has also increased significantly in this period (refer to Figure 1. below). On the other hand, theCompany has decided to revise the amount and the scheme of remuneration for Directors as shown in Figure 2, taking into
consideration the fact that the maximum amount of earnings-based remuneration has been reached since the past fiscal year.
Through this revision, the Company will provide incentives to ensure the achievement of the targets set forth in the current MidLong Term Management Plan “MLMAP2023.” The Company will set the appropriate amount and the scheme of remuneration
for Directors in light of the targets in the Mid-Long Term Management Plans to be formulated in the future.
Figure 1. The Trend of Consolidated Net Income, Total Dividends, Stock Price

21

Figure 2. Overview of Change to the Director’s Remuneration Scheme
Current remuneration system and maximum
amounts

Remuneration system and maximum amounts
after revision

Type of remuneration

Maximum amountType of remuneration

Maximum amountBase remuneration

Fixed term / amountsalary, etc.

200 million yen(including 20 million
yen for Non-executive
Directors)

Fixed term / amountsalary, etc.

300 million yen(including 40 million
yen for Non-executive
Directors)

Performance-based
remuneration

Earnings-based
remuneration

500 million yen

Earnings-based
remuneration

1,000 million yen

Long-term incentive

Stock Compensationtype Stock Options

70 million yen

Restricted stock,
Restricted stock unit

200 million yen–

770 million yen–

1,500 million yen

Total

The individual reasons for increasing the amount of remuneration for Directors and revision of the remuneration scheme are as
follows.
Amount of base remuneration (fixed term / amount salary, etc.)
With regard to base remuneration (fixed term / amount salary, etc.), the purpose of revision is to respond to the increaseof the number of Directors by one to further strengthen the management system, and the maximum remuneration amount will beraised to 300 million yen based on current performance levels. The fixed term / amount salary, etc. of current Directors (excluding
Non-executive Directors) are planned to remain at the current level.
The maximum amount of remuneration for Non-executive Directors will be increased to 40 million yen responding to
its expanding role and responsibilities of strengthening corporate governance and enhancing corporate value. The baseremuneration will be the only remuneration for Non-executive Directors made up of fixed term / amount salary, etc., which
eliminate the linkage to performance as applied in the past.
Amount of performance-based remuneration (earnings-based remuneration)
The amount of earnings-based remuneration will be changed for the sake of strengthening incentives for further
enhancement of corporate value and securing talented management personnel, taking into consideration that the maximum
amount of remuneration has been reached in previous years. The maximum amount of performance-based remuneration is set to
1,000 million yen based on current performance levels.
The indicator applied to determine the earnings-based remuneration for the Directors is consolidated net income, which
has been deemed to be appropriate for earnings-based remuneration from the perspective of clarifying the link between Directors’
remuneration and the Company’s performance, and further increasing the incentive to enhance the performance of Directors.
The following change will be made to the method of calculation of earnings-based remuneration.
Current:“Consolidated net income x 6%,” with an upper limit of 500 million yen and a lower limit of 0 yen.

Proposed change: “Consolidated net income x 5% - 500 million yen (*1),” with an upper limit of 1,000 million yen (*2) and alower limit of 0 yen.
*1. The total amount of the maximum amount of 300 million yen for fixed term / amount salary, etc., and the maximum amount of
200 million yen for long-term incentives.
*2. Some Directors will receive remuneration based on the profit of the Semiconductor segment (consolidated), however the total
amount shall not exceed the aforementioned upper limit.
Introduction of share-based remuneration as a long-term incentive (restricted stock and restricted stock unit)
A share-based remuneration system allotting restricted stock and restricted stock unit will be newly introduced in lieu
of Stock Compensation-type Stock Options (with a maximum amount of 200 million yen) for the purpose of providing an
incentive to the Company’s Directors excluding Non-executive Directors (“eligible Directors,”) to pursue sustained enhancementof the Company’s corporate value, and also proceed with further sharing of value between the eligible Directors and shareholders.
The maximum amount of remuneration is set to 200 million yen in order to further promote value sharing withshareholders with the aim of enhancing performance from a mid-long term perspective through shareholdings, in addition to theappointment of a non-Japanese Director.

22

Figure 3. Share-based Remuneration – Outline of Share-based Remuneration (Restricted stock and Restricted stock unit)
Persons eligible for
grant *1
Maximum grantamount *2
Maximum number ofshares to be granted
Conditions for grant*3

Restricted stock
Directors (residents of Japan)

Restricted stock unit
Directors (non-residents of Japan)

To be determined by the Company’s Board of Directors within the range of 200 million yen per year
To be determined by the Company’s Board of Directors within the range of 50,000 shares per year.
The period of transfer restriction shall be
The period of service shall be determined by thedetermined by the Board of Directors within the
Board of Directors within the range of three (3) torange of three (3) to five (5) years from the date of five (5) years.
the issuance of shares.

*1. Non-executive Directors are not eligible.
*2. Both restricted stock and restricted stock unit shall be calculated based on the amount recorded as expenses for accounting
purposes (in principle, the amount of stock and unit granted at the start of service provision).
*3. In case of resignation without legitimate reasons or with certain misconducts, eligible Directors will lose the shares (forRestricted stock) or units (for Restricted stock unit).
Figure 4. Outline of Directors’ remuneration linked to the consolidated net income)* In the case that consolidated net income is 10,000 million yen or less, the amount of earnings-based remuneration will be 0 yen.
Process for determining Directors’ remuneration
To ensure the objectivity and transparency of the process to determine Directors’ remuneration, the Company has
established the Nomination and Remuneration Committee, of which the majority of members consists of Non-executive Directors,
and the chairman is assigned to one of the Non-executive Directors. This proposed revision on the amount and the scheme of
Directors’ remuneration was determined by the Board of Directors based on the report made after deliberation in the Company’s
Nomination and Remuneration Committee.

23

Proposal No. 4: Revision of Remuneration Amount for Directors
In the 75th Ordinary General Meeting of Shareholders held on March 23, 2013, the amount of remuneration of theCompany’s Directors was approved to be up to 700 million yen per year (including up to 20 million yen for Non-executive
Directors whose remuneration will only be base remuneration made up of fixed term/amount salary, etc. without linkage toperformance due to the nature of duties), made up of up to 200 million yen in base remuneration such as fixed term/amount salary,etc. and up to 500 million yen and no less than 0 yen in remuneration linked to consolidated net income, and this has remainedin place until now.
In order to contribute to the maximization of corporate value, the Company respectfully request that the amount of
remuneration of the Company’s Directors be revised to be up to 1,300 million yen per year (including up to 40 million yen for
Non-executive Directors whose remuneration will only be base remuneration made up of fixed term/amount salary, etc. without
linkage to performance), made up of up to 300 million yen in base remuneration such as fixed term/amount salary, etc. and up to
1,000 million yen and no less than 0 yen in remuneration linked to consolidated net income. As applied in the past, this shall notinclude the employee wages for Directors, who also serve as employees.
The company would like to request that increase in the maximum amount of remuneration linked to consolidated net
income based on the current performance, taking consideration into the fact that the maximum amount of remuneration has beenreached in previous years. The purpose of this change is to strength incentives for motivating further enhancement of corporate
value from the viewpoint of shareholders and to secure talented management personnel regardless of whether in Japan or overseas.
Also, the company requests the increase in fixed term/amount salary, etc. including the increase in remuneration for Nonexecutive Directors, which is made to respond to the increase one Directors to further strengthen the management system(Proposal No. 2: Election of Nine (9) Directors), in addition to the purpose of responding to the expanding role expected to theCompany’s Non-executive Directors in the strengthening of corporate governance and enhancement of corporate value. (Seepage 21-23 for an overview of the remuneration system.)
The content of the proposed revision of Directors’ remuneration is in accordance with the Company’s current policyon the determination on the content of individual remuneration, etc. of Directors. It is also deemed to be necessary and reasonablein light of the level of the amount of remuneration, the proportion to Directors’ overall remuneration and the number of Directors
subject to payment along with comprehensive consideration for the Company’s business conditions and other circumstances.
Accordingly, the Company considers the contents to be appropriate.
The content of the above proposal was resolved by the Board of Directors based on a report made after deliberation in
the Company’s Nomination and Remuneration Committee of which the majority of members consists of Non-executive directors,
and the chairman is assigned to one of the Non-executive Directors. In this way, the company is convinced that the objectivity
and transparency of the determination process and results of the remuneration system have been ensured. Therefore, the specifictiming and amount of payment to each director shall be decided by the Board of Directors after consulting with the Nomination
and Remuneration Committee within the range of the above maximum amount of remuneration.
The number of Directors, which is currently eight (8) (including three (3) Non-executive Directors), will be nine (9)(including three (3) Non-executive Directors) if Proposal No. 2 “Election of Nine (9) Directors” is approved and adopted asoriginally proposed.

24

Proposal No. 5: Determination of Share-based Remuneration for Directors
In the 71st Ordinary General Meeting of Shareholders held on March 28, 2009, the remuneration for the Company’s
Directors provided as a long-term incentive, which is stock compensation-type stock options and allocate them to the Company’s
Directors (excluding Non-executive Directors) within the range of up to 70 million yen per year separately from basic
remuneration and performance-linked remuneration, was approved. A restricted stock remuneration plan and a restricted stock
unit remuneration plan (hereinafter collectively referred to as the “Plan”) will be newly introduced for the Company’s Directors(excluding Non-executive Directors; hereinafter referred to as “Eligible Directors”) for the purpose of providing an incentive to
Eligible Directors to pursue sustained enhancement of the Company’s corporate value, and also proceeding with further sharingof value with shareholders.
In this proposal, the Company requests approval for setting the maximum amount as stipulated below in “I. Overview
of Restricted Stock Remuneration Plan” for the restricted stock remuneration plan, and in “II. Overview of Restricted Stock Unit
Plan” for the restricted stock unit remuneration plan, separately from the maximum limit on remuneration in Proposal No. 4 forthe Meeting. Specific timing of provision and allotment to each Eligible Director shall be determined by the Company’s Boardof Directors. When the Company’s Board of Directors decides on delegated matters, deliberations and reports of the Nomination
and Remuneration Committee shall be required.
On the condition that this proposal is approved and adopted, the maximum limit on the previously implemented stockcompensation-type stock options will be abolished, and subscription rights to shares as the stock compensation-type stock options
will not be issued thereafter.
Delivery of shares based on this proposal shall be made by either of the following methods in accordance withresolution of the Company’s Board of Directors.
1. Method where issuance of common stock of the Company or disposal of its common stock held by the Company isconducted as remuneration, etc. for Eligible Directors without requiring payment of money or provision of property
contributed in kind.
2. Method where monetary remuneration claims are provided to Eligible Directors as remuneration, etc., and the Eligible
Directors deliver all of the monetary remuneration claims as property contributed in kind and receive issuance of common
stock of the Company or disposal of its common stock held by the Company (hereinafter referred to as “delivery ofcontribution in kind”)
While the maximum limit on each number of shares delivered and other conditions under the restricted stock
remuneration plan and the restricted stock unit remuneration plan are as stated in “I. Overview of Restricted Stock Remuneration
Plan” and “II. Overview of Restricted Stock Unit Remuneration Plan” below, the total number of shares to be delivered shall be
up to 50,000 shares and the amount to be paid shall be up to 200 million yen (amount of expense to be recorded in accounting)for the corresponding service provision period of one year under the Plan as a whole. However, if the total number of outstanding
shares of the Company increases or decreases due to a reverse share split or a share split (including allotment of shares without
contribution), the maximum amount of shares to be delivered shall be adjusted according to the ratio of the reverse share split orshare split.
The number of currently serving Eligible Directors is five. If Proposal No. 2 is approved and adopted as originallyproposed, the number of Eligible Directors will be six. The overview of the Plan is as follows:I.

Overview of Restricted Share-Based Remuneration Plan
Under the restricted stock remuneration plan, Eligible Directors shall receive issuance or disposal of common stock of
the Company within the range of up to 50,000 shares and up to 200 million yen per year. However, if the total number ofoutstanding shares of the Company increases or decreases due to a reverse share split or a share split (including allotment ofshares without contribution), the maximum amount of shares to be delivered shall be adjusted according to the ratio of the reverse
share split or share split. In the case of delivery of contribution in kind, the amount to be paid in per share for the issuance ordisposal is determined on the basis of the closing price of common stock of the Company on the Tokyo Stock Exchange on thebusiness day before the date when the Board of Directors meeting of the Company resolved and adopted relevant agenda withina range that is not particularly advantageous to Eligible Directors (if there is no closing price on such date, the closing price on
the closest preceding trading day).
Furthermore, in delivering shares with transfer restrictions (hereinafter referred to as “restricted shares”) in accordancewith this proposal, an agreement on allotment of shares with transfer restrictions (hereinafter referred to as the “Allotment
Agreement”) shall be entered into between the Company and an Eligible Director.
(1) Eligible Directors shall not transfer, create a security interest on, or otherwise dispose of shares of common stock of theCompany allotted under the Allotment Agreement (hereinafter referred to the “Allotted Shares”) during a period(hereinafter referred to as the “Restriction Period”) of three to five years to be determined by the Company’s Board of
Directors (hereinafter referred to as the “Restriction”).
(2) If an Eligible Director loses his/her position as Director of the Company or any other position determined by the Company’s
Board of Directors before the expiration of a period determined by the Board of Directors (hereinafter referred to as the“Service Provision Period”), the Company shall acquire, by rights, the Allotted Shares without contribution unless there is
any reason that the Board of Directors deems justifiable.
25

(3) On the condition that an Eligible Director remains in the position specified in (2) above during the Service Provision Period,
the Company shall lift the Restriction on all the Allotted shares at the expiration of the Restriction Period. However, if the
Eligible Director loses his/her position as provided in (2) above before the expiration of the Service Provision Period dueto the reason the Board of Directors of the Company deems justifiable, which is specified in (2) above, the Company shallrationally adjust the number of the Allotted Shares on which the Restriction is to be lifted, and the timing of lifting the
Restriction as needed.
(4) The Company shall acquire, by rights, without contribution the Allotted Shares on which the Restriction has not been liftedat the expiration of the Restriction Period in accordance with the provision of (3) above.
(5) If an Eligible Director violates any laws or regulations, internal rules or the Allotment Agreement, or falls under any otherevent determined by the Company’s Board of Directors as an event for which it is reasonable to acquire, by rights, theAllotted Shares without contribution, during the Restriction Period, the Company shall acquire, by rights, the Allotted
Shares without contribution.
(6) Notwithstanding the provision of (1) above, if a merger agreement in which the Company is the disappearing company, ashare exchange agreement or share transfer plan in which the Company becomes a wholly owned subsidiary, or any othermatter regarding reorganization, etc. is approved at the General Meeting of Shareholders of the Company (if approval by
the General Meeting of Shareholders of the Company is not required for the reorganization, or so, the Board of Directorsof the Company shall approve), during the Restriction Period, the Company shall lift the Restriction or acquire, by rights,
the Allotted Shares without contribution in the number of shares that is reasonably determined by resolution of the Boardof Directors in light of the period from the start date of the Service Provision Period to the date of approval for the
reorganization, or so, prior to the effective date of the reorganization.
(7) In the case stipulated in (6) above, when the Restriction is lifted on the Allotted Shares, the Company shall acquire, by
rights, the Allotted Shares without contribution on which the Restriction has not yet been lifted at the time immediately
after the Restriction is lifted in accordance with the provision of (6) above.
II. Overview of Restricted Stock Unit Remuneration Plan
(1) Details of restricted stock unit remuneration plan
The Company shall deliver shares to Eligible Directors after the expiration of the applicable Service Provision Period in
accordance with resolution of its Board of Directors for determining issuance of shares or disposal of treasury stock todeliver its common stock (hereinafter referred to as the “resolution of the Board of Directors on delivery”) by the calculation
method stipulated below (Note 1). The Service Provision Period shall be a period to be determined by the Company’s Boardof Directors between three to five years.
As for common stock of the Company and money provided by the Company as remuneration to Eligible Directors under
the restricted stock unit remuneration plan, the number of shares to be delivered shall be up to 50,000 shares per year andthe amount to be granted shall be up to 200 million yen per year (amount of expense to be recorded in accounting) (Note2) (Note 3) (Note 4).
(2) Other conditions, etc.
If an Eligible Director violates any laws or regulations, or internal rules, or falls under any other event determined by theCompany’s Board of Directors as an event for which it is reasonable to cause a loss of the right to receive delivery of shares,
he/she shall lose the right to receive the delivery of common stock of the Company.
If an Eligible Director loses his/her position determined by the Company’s Board of Director due to any reason the Boardof Directors deems justifiable, the Company may, at its option, (a) deliver shares of its common stock in the number that isreasonably determined by resolution of the Board of Directors on delivery within a range of the maximum amount in (2)above, or (b) pay money in the amount calculated by multiplying the closing price of common stock of the Company inordinary trading on the date of leaving his/her position (if there is no closing price on such date, the closing price on theclosest preceding trading day) by the number of shares that is reasonably adjusted according to his/her tenure during theService Provision Period.
(Note 1) If an Eligible Director leaves his/her position due to his/her death during the applicable period, the timing of
paying remuneration shall be no later than three months from the date of leaving his/her position, and money
shall be paid to the heir who is the successor of the Eligible Director. In addition, if a merger agreement in which
the Company is the disappearing company, a share exchange agreement or share transfer plan in which theCompany becomes a wholly owned subsidiary, any other matter regarding reorganization, or so, is approved at
the General Meeting of Shareholders of the Company (if approval by the General Meeting of Shareholders of theCompany is not required for the reorganization, or so, the Board of Directors of the Company shall approve),during the applicable Service Provision Period (however, this is limited to cases where the effective date of thereorganization, or so. is slated to come prior to the date of share delivery under the Plan), the timing of paying
remuneration shall be no later than three months from the date of the approval, and money shall be paid to the
Eligible Director.
(Note 2) If the total number of outstanding shares of the Company increases or decreases due to a reverse share split or ashare split (including allotment of shares without contribution), the maximum amount shall be adjusted according
to the ratio of the reverse share split or share split.
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(Note 3) In the case of the restricted stock unit remuneration plan, expenses are recorded during a period including thedate of granting the right, instead of at the time of delivering shares, and the corresponding maximum limit on
remuneration per year is applied.
(Note 4) If an Eligible Director leaves his/her position due to his/her death during the applicable period, money equivalent
to the amount of share-based remuneration shall be paid, as provided for in Note 1 above. In this case, the closing
price of common stock of the Company in ordinary trading on the date of leaving his/her position (if there is no
closing price on such date, the closing price on the closest preceding trading day) shall be multiplied. In addition,
any matter regarding reorganization, etc. is approved at the General Meeting of Shareholders of the Company (ifapproval by the General Meeting of Shareholders of the Company is not required for the reorganization, or so,by the Board of Directors of the Company), during the applicable Service Provision Period, money equivalent tothe amount of share-based remuneration shall be paid, as provided for in Note 1 above. In this case, the closing
price of common stock of the Company in ordinary trading on the date of the approval (if there is no closing priceon such date, the closing price on the closest preceding trading day) shall be multiplied.
[Reason why it is reasonable to deliver shares under the Plan]
The Plan is to deliver restricted shares under the restricted stock remuneration plan, and deliver common stock of theCompany after the predetermined Service Provision Period under the restricted stock unit remuneration plan, to Eligible Directors,
for the purpose of providing an incentive to Eligible Directors to pursue sustained enhancement of the Company’s corporate
value, and also proceeding with further sharing of value with shareholders.
The Company established the policy on decisions on the content of individual remuneration, or so for Directors at theCompany’s Board of Directors meeting held on December 21, 2021. The content of share-based remuneration in accordance withthis proposal is necessary and reasonable, reflecting the policy. In addition, as the ratio of the maximum limit of the number ofshares to be issued or disposed of corresponding to the Service Provision Period of one year in accordance with this proposal to
the total number of outstanding shares (as of December 31, 2021) is 0.1%, the dilution ratio is immaterial.
Therefore, the Company is convinced that the content of this proposal is appropriate.
The content of the above proposal was determined by the Board of Directors based on a report made after deliberationin the Company’s Nomination and Remuneration Committee that has a majority of members made up of Non-executive Directors
and is chaired by an Non-executive Director.
(Reference)
The Company plans to introduce a similar restricted stock remuneration plan and restricted stock unit remuneration
plan for its corporate officers.

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“Guide for the Exercise of 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)(Japanese
Only) 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 be deemed to be the validone.
•
You can set your own password for use in exercising your voting rights at the Meeting, when you first access thewebsite. Please keep the part of the enclosed ballot on which the “voting rights exercise code” is printed. Also,
please take care 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, andyou are not able 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 the dedicated 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, Limited
Telephone: 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 has a special account)
Securities Transfer Agency Administration Center, Sumitomo Mitsui Trust Bank, Limited
Telephone: 0120-782-031 (Japan only) Opening hours: 9:00 -17:00 excluding Saturdays, Sundays andnational holidays (Japan standard time)

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

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