[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 Identification Code: 6856)
2 Miyanohigashi-cho, Kisshoin, Minami-ku,
Kyoto-shi
HORIBA, Ltd.
Masayuki Adachi, President & COO
March 5, 2021

Notice of the 83rd Ordinary General Meeting of Shareholders
Dear Shareholders,
HORIBA, Ltd. (“the Company”) would hereby like to inform you that the 83rd Ordinary General Meeting ofShareholders (“the Meeting”) will be held as set forth below.
To our precious shareholders, with regard to the Meeting, we hereby announce the following requests in the interestof preventing transmission of COVID-19. For that purpose, please make every possible effort to exercise your voting rights
in writing or by electronic means (over the Internet, etc.), and kindly refrain from attending in person to the actual site of
the Meeting on the said date. Please review the Reference Documents for the Meeting that are attached below, and exercise
your voting rights by 5 p.m. on Friday, March 26, 2021.

1.

Date and Time:

Saturday, March 27, 2021, from 10 a.m. (The reception starts at 9 a.m.)2.

Location:

TECHNO PLAZA, Sixth Floor, HORIBA Techno Service Co., Ltd. Head Office,
18 Maegawara-cho, Kisshoin, Minami-ku, Kyoto-shi*In the event of a spread in COVID-19, there is the possibility that the site and/or the startingtime of the Meeting would be changed. For your information, any such changes will be postedon the HORIBA corporate website at the following address:
https://www.horiba.com/jp/investor-relations/shareholders-meeting/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 83rd Fiscal Term (from January 1, 2020 to December 31, 2020)
2.
The Non-Consolidated Financial Statements for the 83rd Fiscal Term (from January 1, 2020 toDecember 31, 2020)
Items to be Resolved:
AgendaElection of eight (8) Directors※ Under this circumstances, commemorative gifts will not be distributed toshareholders, who attend the Meeting, this year.
Furthermore, the informal gathering event after the Meeting will be cancelled.

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 26, 2021.
Exercise of voting rights by electronic means (such as Internet)
Please access the website (https://www.web54.net), 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 26, 2021.
With regard to the exercise of voting rights over the Internet, please be advised to read “Guide for theExercise of Voting Rights via the Internet” in the last page 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.
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1. When you attend the Meeting, please hand in the enclosed ballot at the reception.
2. Please note that non-shareholders such as proxies or those who accompany shareholders are not allowed to attend theMeeting. You may exercise your voting right by designating one proxy, who is another shareholder of the Company with avoting right, in accordance with the articles of incorporation. In this case, however, please submit a document to prove theproxy voting right.
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/), pursuant to applicable laws and regulations andArticle 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 thepreparation of the Non-Consolidated Financial Statements by the Audit and Supervisory Board member.
4. Upon occurrence of circumstances resulting in the need for amendment of Reference Documents for the Meeting ofShareholders, business reports, consolidated financial statements or financial statements, the items of amendment shall be
posted on the Company’s website.(https://www.horiba.com/jp/investor-relations/shareholdersmeeting/)。

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 ofShareholders. We would like to ask you to elect eight (8) Directors. Candidates for Directors are as follows.
Number ofCandidateNameCareer Summary
Shares of theNumber(Date of birth)[Positions, assignment and representation of other corporations]Company Held
September 1972
December 1977
March 1981
June 1982
June 1988
June 1989

Atsushi Horiba(February 5, 1948)

1

January 1992
June 1995
August 2002
June 2005
April 2016
January 2018

Entered the Company
General Manager of Overseas Technology
Department of the Company
General Manager of Overseas Headquarters
Director of the Company
Senior Managing Director of the Company
Director of STEC Co., Ltd. (present HORIBASTEC, Co., Ltd.)
President of the Company
President of STEC Co., Ltd. (present HORIBASTEC, Co., Ltd.)
ChairmanofHORIBAINSTRUMENTS(SHANGHAI) Co., Ltd.
Chairman, President & CEO of the Company
Chairman of HORIBA STEC, Co., Ltd.
(to present)
Chairman & Group CEO of the Company (topresent)

1,041,022[Representation of other corporations]
Chairman of HORIBA STEC, Co., Ltd.
External 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 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.

Candidate
NumberName(Date of birth)

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

2

Number ofShares of theCompany HeldEntered the Company
General Manager of the Engine Measurement
Planning & Development Department of theCompanyFebruary 2002
President of HORIBA Instruments Incorporated
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.
June 2008
Executive Vice President of HORIBA STEC,
Juichi Saito
Co., Ltd.
18,928(February 10, 1958) January 2012
General Manager of Corporate & Segment
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 (topresent)[Representation of other corporations]
President of HORIBA Europe Holding SASU (to present)[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 business strategies, corporate acquisition and othersectors. 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 the Group COO from 2018.
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 other corporations]
March 1985
March 1999
March 2003
September 2005
June 2006
January 2007

Masayuki Adachi(November 1,1962)
3

April 2010
January 2011
March 2014
April 2014
January 2016
March 2016
January 2018

Entered the Company
General Manager of Emission Analysis
R&D Department of the Company
General Manager of Engine
Measurement Systems Division of the Company
General Manager of Automotive Test Systems
Division of the Company
Corporate Officer of the Company
President of HORIBA International Corporation(present HORIBA Instruments Incorporated)
Senior Corporate Officer of the Company
General Manager of Research & Development
Division & R & D Steering Committee of theCompany
Director of the Company
President of HORIBA Jobin Yvon SAS.
(present HORIBA FRANCE SAS)
Chairman of Supervisory Board of HORIBA
Jobin Yvon SAS. (present HORIBA FRANCESAS) (to present)
Senior Managing Director of the Company
President & COO of the Company (to present)

Number ofShares of theCompany Held14,070[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 andengaging in management duties of the Company as President & COO of the Company from 2018. These and otherfactors support the judgment of his ability to further enhance the Company’s technical prowess and propel theHORIBA Group to even greater successes, resulting in the request for the candidate’s continued appointment tothe position of Director.

Candidate
NumberName(Date of birth)

Career Summary[Positions, assignment and representation of other corporations]
April 1988
September 2003
May 2013
June 2015

Masao Okawa(March 13, 1966)
4January 2017
January 2017
March 2017
March 2018

Entered Bank of Japan
Chief Representative in Frankfurt, Bank of Japan
General Manager of Takamatsu Branch, Bank ofJapan
General Manager of Kyoto Branch, Bank ofJapan
Retired from Bank of JapanEntered the Company
Senior Corporate Officer of the Company
General Manager of General Administration
Division & Tokyo Branch Manager of theCompany (to present)
Managing Director of the Company (to present)

Number ofShares of theCompany Held

10,692[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 to strengthen
compliance and corporate governance. For these reasons, his continued appointment as Director would begreatly appreciated.

Candidate
NumberName(Date of birth)

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

5

Number ofShares of theCompany HeldEntered 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
January 2011
General Manager of Sales Division of theTakashi Nagano
12,030Company(April 13, 1962)
April 2011
President & CEO of HORIBA Europe 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. (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 Candidates for Corporate Director Positions]
The candidate has extensive experience at the Automotive segment and Sales Division, while holding management
positions at HORIBA German and South Korean subsidiaries and cultivating other pivotal knowledge through theCompany’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 the request forreappointment to the position of Director.

Candidate
NumberName(Date of birth)

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

Sawako Takeuchi(July 9, 1952)
6

Visiting Researcher, Institute of Applied
Mathematical and Economic Sciences, France
October 1988
Deputy Director, Master of International Business(MIB) Graduate Program, Ecole Nationale desPonts 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, World Bank
July 2005
Ambassador and Special Assistant to theMinister, Ministry of Foreign Affairs
October 2005
Visiting Professor, School of Engineering, Kyoto
UniversityApril 2011
President, Japan Cultural Institute in Paris (JapanFoundation)
March 2016
Director of the Company (to present)
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
Invited Professor, Tokyo College of Music (topresent)
Visiting Professor, Yamagata University Facultyof Engineering
June 2019
Outside Director of SAXA Holdings, Inc. (topresent)[Representation of other corporations]
Visiting Professor, Tokyo College of Music
Outside Director of SAXA Holdings, Inc.

Number ofShares of theCompany Held0[Reason for Recommendation as Candidates for Outside Director Positions]
The candidate’s specialized knowledge in management engineering, international experience in Europe where is an
important base for HORIBA business operations have been put to fruitful use in the Company’s management. To
continue to benefit from this outstanding background and expertise, reappointment of the candidate to continue toserve as an Outside Director is respectfully requested.

CandidateNumberName(Date of birth)

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

*Haruyuki Toyama(March 23, 1959)
7

Entered 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
Department, Bank of JapanMay 2011
General Manager for Americas, Bank of Japan
November 2012
Director General, International Department,
Bank of Japan
August 2014
Retired from Bank of Japan
March 2015
Registered as an attorney-at-law admitted inJapanJune 2015
Outside Director of Hitachi Construction
Machinery Co., Ltd. (to present)
January 2019
Special Counsel, IWATA GODO (to present)[Representation of other corporations]
Outside Director of Hitachi Construction Machinery Co., Ltd.
Special Counsel, IWATA GODO

Number ofShares of theCompany Held0[Reason for Recommendation as Candidates for Outside Director Positions]
The candidate possesses expert knowledge as corporate lawyer, together with extensive experience and expertisein the field of international banking and financial affairs. To effectively utilize these outstanding assets in theCompany’s management, the candidate’s appointment to serve as a new Outside Director is respectfully requested.

Candidate
NumberName(Date of birth)

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

8

Number ofShares of theCompany Held

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 ofMedicine, Kyoto University
October 2014
Deputy Executive Vice-President forInternational Affairs, Kyoto University
April 2015
Visiting Professor, Research Institute for*Mathematical Sciences, Kyoto University
Fumihiko Matsuda November 2016
Scientific Coordinator, Pasteur-Kyoto0(December 3, 1960)
University International Joint Research Unitfor Integrative Vaccinomics (to present)
April 2018
Dean, Kyoto-McGill International
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 AcademicAffairs, Kyoto University (to present)
November 2020
Founder and Director, Chief Advisor,
RADDAR-J for Society Inc. (to present)[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.
[Reason for Recommendation as Candidates for Outside Director Positions]
The candidate has accumulated impressive specialized knowledge in viruses, immunity, genomes and other areasof the medical field. He has also served as Chief 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. To utilize this background in the Company’s management operations, the candidate’sappointment to serve as a new Outside Director is respectfully requested.

Notes:1. Dr. Sawako Takeuchi served from June 2017 as a visiting professor at Yamagata University, an institution with which theCompany has maintained business relations in the past. She retired from that post as of March 31, 2020. In this regard, and inview of the fact that there were no business transactions conducted between Yamagata University and the Company during themost recent accounting year (consolidated) no issues are considered to exist pertaining to the independence of Dr. SawakoTakeuchi.
2. The HORIBA Group maintains business transactions with Kyoto University. In this institution, the candidate, Dr. FumihikoMatsuda, serves as Chief Advisor to the President for Academic Affairs and holds other posts. The said transactions pertain toresearch and development, product sales and other domains. In this regard, the value of the transactions between the Groupand the said University accounted for less than 0.01% of the value of the University’s aggregate income during its most recent
accounting year. For the HORIBA Group, meanwhile, the share of the value of its transactions from the said University wasless than 0.03% of the Group’s consolidated sales during its most recent accounting year. As further disclosure, Dr. FumihikoMatsuda serves as “Founder and Director, Chief Advisor” of GenoConcierge Kyoto, Inc., a company at which Mr. AtsushiHoriba, Chairman & Group CEO of HORIBA, Ltd., holds the post of “Advisor.” In that capacity, while Mr. Atsushi Horiba
provides advice to GenoConcierge Kyoto concerning business management and other matters from his insights as a corporate
executive, he receives no compensation from the said company in return for those services. There are no direct business
relations between GenoConcierge Kyoto and the HORIBA Group. In consideration of these factors, the proposed appointmentof Dr. Fumihiko Matsuda is considered to satisfy the “Independent Judgment Standards for Independent Outside Directors andAuditors” established by HORIBA, Ltd., with no issues existing with regard to the independence of Dr. Fumihiko Matsuda.
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, Dr. Sawako Takeuchi, Mr. Haruyuki Toyama and Dr. Fumihiko Matsuda, 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 “Independence Judgment Standards
for Independent Outside Directors and Audit & Supervisory Board members” (both of which are available on the Company’s
website: (https://www.horiba.com/jp/investor-relations/corporate-governance/)). Each of the three (3) candidates for Outside
Director presented in this motion satisfies all aspects these of standards. Other matters pertaining to the said Outside Director
candidates are as follows:(1) Term of Service as HORIBA Outside Director
For Dr. Sawako Takeuchi, the term of service as a HORIBA Ltd. Outside Director commenced with her appointment tothat position at the 78th Ordinary General Meeting of Shareholders convened on March 26, 2016. Upon the conclusion ofthis latest general shareholders meeting, that period will have reached 5 years.
(2) Limited liability agreement
The Company and Dr. Sawako Takeuchi signed an agreement to limit their liability under Article 423, paragraph 1 of theCompanies Act, and based on this agreement their liability is limited to the minimum liability amount stipulated in laws
and ordinances. If she is reappointed as Outside Director, the Company intends to continue this limited liability agreement.
In case Mr. Haruyuki Toyama and Dr. Fumihiko Matsuda are appointed as Outside Director, the Company intends to sign
an agreement with Mr. Haruyuki Toyama and Dr. Fumihiko Matsuda 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 stipulatedin laws and ordinances.
(3) Notification of independent officer
In accordance with the provisions of the Tokyo Stock Exchange, the Company has notified the Exchange that Dr. Sawako
Takeuchi is independent officers. If she is reappointed as Outside Director, the Company intends to have her continue
serving as independent officers. In the event of approval and passage of the request for the appointments of Mr. Haruyuki
Toyama and Dr. Fumihiko Matsuda, the schedule calls for both of these candidates to be named as new independentofficers in accordance with the provisions of the Tokyo Stock Exchange.
6. The person marked with an asterisk is a new candidate.
7. The Company and an insurance company have entered into a Directors and Officers Liability Insurance policy as stipulated inArticle 430, No. 3, Paragraph 1 of the Company Law, calling for the said insurance company to furnish compensation forclaims for damages suffered attributable to the performance of operations undertaken through the responsibilities of theCompany’s directors. In the event of the installation of new appointment candidates, they would be included as persons covered
under the said insurance policy.

“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 theCompany 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.

•(2)

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

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 and national 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.