[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
Starting Date of Measures for Provision of Information Electronically: March 1, 2023
Issuing Date March 3, 2023
Notice of the 85th Ordinary General Meeting of Shareholders
Dear Shareholders,
HORIBA, Ltd. (the “Company”) would hereby like to inform you that the 85th Ordinary General Meeting of
Shareholders (the “Meeting”) will be held as set forth below.
In convening the General Meeting of Shareholders, the Company has taken measures for providing information that
constitutes the content of Reference Documents for the General Meeting of Shareholders, etc., in electronic
format(excluding voting forms); you are accordingly asked to access the Company’s website at the URL below for review.
The Company’s website URL(Japanese text only)(Page containing items subject to electronic
provision measures)

The Company’s website URL(English)(This is not a page containing items subject toelectronic provision measures)https://www.horiba.com/jpn/company/investor-relations/shareholders-meeting/https://www.horiba.com/int/company/investor-relations/shareholders-meeting/Rather than attending the Meeting on the day, shareholders may exercise your voting rights online, etc. or in writing,so please examine the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5
p.m. on Friday, March 24, 2023.
1.

Time and Date:

Saturday, March 25, 2023, 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

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 & Supervisory
Board for the 85th Fiscal Term (from January 1, 2022 to December 31, 2022)
2.
The Non-Consolidated Financial Statements for the 85th Fiscal Term (from January 1, 2022 to
December 31, 2022)
Items to be Resolved:
Proposal No. 1:
Election of Nine (9) Directors
Proposal No. 2:
Election of One (1) Audit & Supervisory Board Member* The items concerning measures  Website for Shareholders’ Meeting Materials URL (Japanese text only)
for providing information in► https://d.sokai.jp/6856/teiji/
electronic format are available on  Tokyo Stock Exchange Website (Listed Company Information Service)
the Company’s website, as well
URL (Japanese text only)
as on the website for► https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
shareholders’ meeting materials * If using the Tokyo Stock Exchange website, enter “HORIBA” in Stock Name column
and the Tokyo Stock Exchangeor the code “6856” (half-width characters) in Code column, perform the search, thenwebsite as shown to the right, so
select either “Basic Information” or “Public Documents / PR Information” to view theplease be sure to review them.
Notice of the Ordinary General Meeting of Shareholders for the Company.

1

Information about exercising your voting rights, etc.
All shareholders may exercise their voting rights either by attending the General Meeting of Shareholders, via theinternet, etc. or in writing.

Exercising of voting rights via
the internet, etc.

Exercise of voting rights bypostal mailExercise of voting rights byattendance on the day

Please access the dedicated website for exercising voting rights(https://www.web54.net) (Japanese text only) and enter your vote for each
proposal.
Deadline for exercise of voting rights (internet, etc.)
No later than 5 p.m. on Friday, March 24, 2023
Please indicate, on the enclosed voting form, your approval or disapproval of
the proposals and return the completed form.
Deadline for exercise of voting rights (postal mail)No later than 5 p.m. on Friday, March 24, 2023 (deadline for receipt by
the Company)
Please be sure to bring the enclosed voting form to the Meeting, and present
it at the Meeting reception desk on the day of the General Meeting of
Shareholders on Saturday, March 25, 2023.
Date and time of the General Meeting of Shareholders
Saturday, March 25, 2023, at 10 a.m. (JST)Points to note when exercising voting rights by postal mail・ If your approval or disapproval is not provided for each proposal, your vote will be cast in support of the proposal.
Handling in the event voting rights are exercised more than once
・ If you exercise your voting rights multiple times via the internet, etc. and in writing, the vote made via the internet, etc. willbe treated as the valid exercising of voting rights.
・ If you exercise your voting rights multiple times via the Internet, etc., the last vote cast will be deemed to be valid.
Points to note when exercising voting rights by attending the General Meeting of Shareholders
・ You are kindly requested to bring the enclosed voting form on the day.
・ 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 provisions of the articles of incorporation. In this case, however, please submit documentation to prove
the authority of representation.
Points to note for the diverse exercise of votes
・ If you wish to make a diverse exercise of your voting rights, please advise us by electronic means or in writing three days
prior to the Annual General Meeting of Shareholders, stating your reasons therefor.
**

In accordance with the provisions of laws and regulations and Article 18 Paragraph 2 of the Company’s Articles of Incorporation, each of
the following items are excluded from the paper-based documents delivered to shareholders who have made a request for delivery of such
documents (delivered documents). Therefore, the business report, consolidated financial statements, and non-consolidated financial
statements contained in the delivered documents are a part of the documents that were subject to audit when the accounting audit report
was prepared by the accounting auditor and when the audit report was prepared by the Audit & Supervisory Board Members.
(1) From the business report: In relation to items concerning the current status of the Group, “Principal Business,” “Principal Offices andPlants,” “Items related to Share Acquisition Rights, Etc., of the Company,” “Status of Accounting Auditor,” and “Company Systems
and Policies”(2) From the consolidated financial statements: “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial
Statements”(3) From the non-consolidated financial statements: “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated
Financial Statements”
The above can be found on the Company’s website (https://www.horiba.com/jpn/company/investor-relations/shareholdersmeeting/)(Japanese text only), etc.
Upon occurrence of circumstances resulting in the need for amendment of the items subject to electronic provision measures, the fact thatan amendment has been made as well as the items of amendment prior to and after the change shall be posted on all websites with measuresfor provision of information electronically, including the Company’s website (https://www.horiba.com/jpn/company/investorrelations/shareholders-meeting/)(Japanese text only). In addition, upon occurrence of circumstances that should be communicated toshareholders after the issuance of this convocation notice, notification shall be provided on the Company’s website, etc.
(https://www.horiba.com/jpn/company/investor-relations/shareholders-meeting/)

2

Guide for the Exercise of Voting Rights via the Internet, etc
Please review the below if you intend to exercise your voting rights
via the internet, etc.

Deadline for exercise of voting rights (internet, etc.)
No later than 5 p.m. on Friday, March 24, 2023

Smart Vote (Scanning the QR Code)
1. Please use your smartphone, etc. to scan QR Code provided at the bottom right of the voting form.
2. Please indicate your approval or disapproval by following the instructions shown on the screen.

It is possible to login to the website for exercise of voting rights without entering your voting code and password, however,
the exercising of voting rights using Smart Vote may only be performed once.
If you wish to redo your vote or exercise your voting rights without using the QR Code, please refer to “Entering thevoting code and password” below.
Entering the voting code and password
1. Please access the website for exercise of voting rights stated below from your personal computer, etc.
► https://www.web54.net (Japanese text only)
2. Enter the voting code described on the lower right-hand side of the voting form, and click the “Login” button.
3. Enter the password stated in the voting form, set a new password, and then click “Register.”
4. Please indicate your approval or disapproval by following the instructions shown on the screen.
* The operation screen is an image.

* Please note that our shareholders shall bear any costs incurred when exercising voting rights via the internet, etc.
* “QR Code” is a registered trademark of DENSO WAVE INCORPORATED.

Inquiries concerning the exercise of voting rights via the internet, etc.
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Web Support
Dedicated Number Tel. 0120-652-031 (9 a.m. to 9 p.m. (JST))To institutional investors
Institutional investors wishing to exercise their voting rights by electronic means at the Meeting may do so by using the Electronic
Voting Platform operated by ICJ, Inc.

3

Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information
Proposal No. 1: Election of Nine (9) Directors
As the tenure of all nine (9) of our current Directors will expire upon the conclusion of this Meeting, the election ofnine (9) Directors (of which three (3) are Non-executive Directors) is requested.
The election of candidates for Director is determined by the Board of Directors after deliberation in the Nomination
and Remuneration Committee.
The candidates for Director are as follows:

Candidate number / Classification

Name

Current (as of March 1, 2023) positions andassignments in the Company

Attendance ofmeetings of the Boardof Directors in 2022

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 of Financeand Legal Division & Tokyo Branch Manager

100% (12/12)

5

Reelection

Jai Hakhu

Director

100% (10/10)

6

New Election

Hideyuki Koishi

Senior Corporate Officer

Haruyuki Toyama

Director

100% (12/12)

Fumihiko Matsuda

Director

100% (12/12)

Tomoko Tanabe

Audit & Supervisory Board Member

100% (12/12)–

Reelection
7

Non-executive
Independent Director
Reelection8

Non-executive
Independent Director
New Election9

Non-executive
Independent Director(Note) The attendance status of Dr. Tomoko Tanabe at meetings of the Board of Directors describes her attendance status as an Audit &Supervisory Board Member.

4Candidate
Number1

Career Summary, Positions, and Assignments

AtsushiHoribaReelection
Date of birth
February 5, 1948 (75 years old)
Number of Shares of theCompany Held
1,082,347

September 1972

Joined the Company

December 1977

General Manager of Overseas Technology Department of theCompany

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 HORIBA STEC, Co., Ltd.)

January 1992

President of the Company

June 1995

President of STEC Co., Ltd. (present HORIBA STEC, Co., Ltd.)

August 2002

Chairman of HORIBA INSTRUMENTS (SHANGHAI) Co., Ltd.

June 2005

Chairman, President & CEO of the Company

April 2016

Chairman of HORIBA STEC, Co., Ltd. (to present)

January 2018

Chairman & Group CEO of the Company (to present)

June 2018

External Director of Softbank Corp. (to present)

June 2021

Outside Director of Sumitomo Electric Industries, Ltd. (topresent)

Tenure as Director of theCompany (upon the conclusion of the
Meeting)

41 yearsReason 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 2017 and as
Chairman & Group CEO of the Company from 2018, during which he played a pivotal role in spearheading the global growth ofthe overall HORIBA Group while otherwise accumulating rich management experience. In view of this solid background andfurther strengthening of the Group solidarity and global development, the candidate is considered highly qualified to remain in
the capacity of Director, and his reappointment to that position is hereby requested.
Significant concurrent positions outside the Company●●●

Chairman of HORIBA STEC, Co., Ltd.
External Director of Softbank Corp.
Outside Director of Sumitomo Electric Industries, Ltd.

5

Candidate
Number2

Career Summary, Positions, and Assignments

Juichi
Saito

March 1982

Joined the Company

March 1997

General Manager of the Engine Measurement Planning &Development Department of the Company

February 2002

President of HORIBA Instruments Incorporated (USA)

June 2002

Corporate Officer of the Company

June 2004

Director of STEC Co., Ltd. (present HORIBA STEC, Co., Ltd.)

June 2005

Director of the Company
Managing Director of HORIBA STEC, Co., Ltd.

Reelection
Date of birth
February 10, 1958 (65 years old)
Number of Shares of theCompany Held
24,406
Tenure as Director of theCompany (upon the conclusion of theJune 2008

Executive Vice President of HORIBA STEC, Co., Ltd.

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 theCompany

January 2018

Executive Vice Chairman & Group COO of the Company (topresent)

April 2018

President of HORIBA Europe Holding SASU

April 2021

Chairman of Supervisory Board of HORIBA Europe Holding
SASU (to present)

Meeting)

18 yearsReason 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. subsidiaryand other assignments, the candidate has experience in promoting operations with the key focus on business strategies andcorporate acquisition as General Manager of the Corporate & Segment Strategy Division, further supporting the view that he isfully capable of unifying the overall Group in promoting programs of renewed global development as the Group COO from2018. In view of this, his continued appointment to the post of Director is requested.
Significant concurrent positions outside the Company●

Chairman of Supervisory Board of HORIBA Europe Holding SASU

6

Candidate
Number

Career Summary, Positions, and Assignments

Masayuki
AdachiMarch 1985

Joined the Company

March 1999

General Manager of Emission Analysis R&D Department of theCompany

March 2003

General Manager of Engine Measurement Systems Division of
the Company

September 2005

General Manager of Automotive Test Systems Division of theCompany

June 2006

Corporate Officer of the Company

January 2007

President of HORIBA International Corporation (present
HORIBA Instruments Incorporated (USA))

April 2010

Senior Corporate Officer of the Company

Reelection

January 2011

General Manager of Research & Development Division & R&D
Steering Committee of the Company

Date of birth
November 1, 1962 (60 years old)

March 2014

Director of the Company

April 2014

Number of Shares of theCompany Held
19,215President of HORIBA Jobin Yvon SAS. (present HORIBAFRANCE SAS)

January 2016

Chairman of Supervisory Board of HORIBA Jobin Yvon SAS.
(present HORIBA FRANCE SAS) (to present)

March 2016

Senior Managing Director of the Company

January 2018

President & COO of the Company (to present)

3

Tenure as Director of theCompany (upon the conclusion of the
Meeting)

9 years

Reason for Recommendation as Candidate for Corporate Director Position
The candidate has acquired 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 as well as engaging in management
duties of the Company as President & COO from 2018. These and other factors support the judgment of his ability to further
enhance the Company’s technical prowess and propel the HORIBA Group to even greater successes, resulting in the request forthe candidate’s continued appointment to the position of Director.
Significant concurrent positions outside the Company●

Chairman of Supervisory Board of HORIBA FRANCE SAS

7

Candidate
Number4

Career Summary, Positions, and Assignments

Masao
Okawa

April 1988

Joined Bank of Japan

September 2003

Chief Representative in Frankfurt, Bank of JapanMay 2013

General Manager of Takamatsu Branch, Bank of Japan

June 2015

General Manager of Kyoto Branch, Bank of Japan

January 2017

Left Bank of Japan

January 2017

Joined the Company
Senior Corporate Officer of the Company

Reelection
Date of birth
March 13, 1966 (56 years old)

March 2017

General Manager of General Administration Division & Tokyo
Branch Manager of the Company

March 2018

Managing Director of the Company (to present)

April 2021

President of HORIBA Europe Holding SASU (to present)

January 2022

General Manager of Finance and Legal Division & Tokyo BranchManager of the Company (to present)

Number of Shares of theCompany Held
13,089Tenure as Director of theCompany (upon the conclusion of the
Meeting)

5 years

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, theCompany is convinced that he is uniquely qualified to formulate global financial strategies and to strengthen compliance andcorporate governance. For these reasons, his continued appointment as Director would be greatly appreciated.
Significant concurrent positions outside the Company●

President of HORIBA Europe Holding SASU

8

Candidate
Number5

Career Summary, Positions, and Assignments

Jai
Hakhu

1979

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 (to present)
Senior Advisor and Operating Executive, Golden Gate Capital

2010

Joined the Company
Executive Corporate Officer of the Company

Reelection

2011

Chairman & President of HORIBA Instruments Incorporated(USA)
President of HORIBA India Private Limited (India)

Date of birth
July 9, 1947 (75 years old)

Chancellors Roundtable Member of University of California,
Irvine (to present)

Number of Shares of theCompany Held
10,0002012

President of HORIBA ABX SAS (France) (to present)

2014

Tenure as Director of theCompany (upon the conclusion of the

Chairman & CEO of HORIBA Instruments Incorporated (USA)(to present)

2016

Chairman of HORIBA India Private Limited (India) (to present)

Meeting)

2018

Board of Directors of Montpellier University of Excellence(MUSE), France (to present)

2022

Board of Directors of University of Montpellier (UM), France (topresent)

1 yearDirector of the Company (to present)
Reason for Recommendation as Candidate for Corporate Director Position
The candidate has extensive knowledge based on management experience in leading companies in the United States, and also
has experience leading the Group’s medical business and other areas in the United States, France and India, and he is consideredhighly qualified to strengthen supervisory functions and accelerate decision making in global operations. In view of this, it isrequested that he be reappointed to the position of Director.
Significant concurrent positions outside the Company
●
●
●
●
●
●
●

Chairman & CEO of HORIBA Instruments Incorporated (USA)President of HORIBA ABX SAS (France)
Chairman of HORIBA India Private Limited (India)
President & CEO, R.C. International LLC
Chancellors Roundtable Member of University of California, Irvine
Board of Directors of Montpellier University of Excellence (MUSE), France
Board of Directors of University of Montpellier (UM), France

9Candidate
Number6

Career Summary, Positions, and Assignments

Hideyuki
KoishiMarch 1985

Joined STEC Co., Ltd. (present HORIBA STEC, Co., Ltd.)

October 2004

General Manager of Overseas Department of STEC Co., Ltd.
(present HORIBA STEC, Co., Ltd.)

April 2008

President of HORIBA/STEC Incorporated (present HORIBA
Instruments Incorporated (USA))

January 2010

General Manager of Corporate Strategy Division of HORIBASTEC, Co., Ltd.

March 2010

Managing Director of HORIBA STEC, Co., Ltd.
President of HORIBA STEC KOREA, Ltd.

New Election
Date of birth
February 17, 1963 (60 years old)
Number of Shares of theCompany Held
9,809

March 2011

Executive Vice President of HORIBA STEC, Co., Ltd.

April 2012

Corporate Officer of the Company

April 2014

Senior Corporate Officer of the Company(to present)

March 2016

President of HORIBA STEC, Co., Ltd.

April 2016

Chairman of HORIBA STEC KOREA, Ltd.

January 2023

Director of HORIBA STEC, Co., Ltd. (to present)

Tenure as Director of theCompany (upon the conclusion of the
Meeting)–Reason for Recommendation as Candidate for Corporate Director Position
The candidate has approximately seven years(from 2016 to 2022) of experience as President of HORIBA STEC, Co., Ltd.,
which is a consolidated subsidiary of the Company, providing total solutions with a focus on fluid measurement and control
equipment for the semiconductor field. The Company has judged that his appointment would be suitable to drive the growth ofbusiness for the semiconductor market, etc. of the Company in the future, and in view of this, the Company has requested that
he be newly appointed to the position of Director.
Significant concurrent positions outside the Company●

Director of HORIBA STEC, Co., Ltd.

10

Candidate
Number7

Career Summary, Positions, and Assignments

Haruyuki
ToyamaReelection Non-executive
Independent Director
Date of birth
March 23, 1959 (63 years old)

April 1982

Joined Bank of Japan

January 2000

Alternate Executive Director for Japan, International Monetary
Fund

August 2004

General Manager of Okayama Branch, Bank of Japan

July 2006

Deputy Director General, Payment and Settlement 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

Left Bank of Japan

March 2015

Registered as an attorney-at-law admitted in Japan

June 2015

Outside Director of Hitachi Construction Machinery Co., Ltd. (topresent)

January 2019

Special Counsel, Iwata Godo law office (to present)

March 2021

Non-executive Director of the Company (to present)

Number of Shares of theCompany Held215
Tenure as Director of theCompany (upon the conclusion of the
Meeting)

2 years

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 international banking andfinance. The Company assumes that he can appropriately fulfil the roles of promoting fair decision making and strengthening
management supervisory functions, and thereby strongly recommends the reappointment of the candidate to serve as a Nonexecutive Director.
Significant concurrent positions outside the Company●●

Special Counsel, Iwata Godo law officeOutside Director of Hitachi Construction Machinery Co., Ltd.

11

Candidate
Number8

Career Summary, Positions, and Assignments

FumihikoMatsudaReelection Non-executive

August 1998

Head of Gene Identification, Centre National de 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 Santé et 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 for International Affairs, Kyoto
University

April 2015

Visiting Professor, Research Institute for Mathematical Sciences,
Kyoto University (to present)

November 2016

Scientific Coordinator, Pasteur-Kyoto University International
Joint Research Unit for Integrative Vaccinomics (to present)

April 2018

Dean, Kyoto-McGill International Collaborative School ofGenomic 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 (to present)

Independent Director
Date of birth
December 3, 1960 (62 years old)
Number of Shares of theCompany Held
285
Tenure as Director of theCompany (upon the conclusion of the
Meeting)

2 years

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 areas of the
medical field. He has also served as Senior Advisor to the President for Academic Affairs of Kyoto University and held otherposts through which he has attained extensive management skills, while possessing international experience in France. The
Company assumes that he can appropriately fulfil the roles of promoting fair decision making and strengthening management
supervisory functions, and thereby strongly recommends the reappointment of the candidate to serve as a Non-executive
Director.
Significant concurrent positions outside the Company●●●

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.

12

Candidate
Number9

Career Summary, Positions, and Assignments

TomokoTanabeApril 1996

Internal Medicine I Resident of Kyoto Prefectural University of
Medicine

July 1998

Internal Medicine Resident of Beth Israel Medical Center

July 2001

Chief Medical Resident of Beth Israel Medical Center

July 2002

General Internal Medicine (GIM) Fellow of the University ofPennsylvania

September 2004

Associate Professor of the University of California, San Diego
School of Medicine
Staff Physician of VA San Diego Healthcare System, Division ofGeneral Internal Medicine

New Election Non-executive
Independent Director
Date of birth
November 14, 1971 (51 years old)
Number of Shares of theCompany Held
1,593
Tenure as Audit & Supervisory
Board Member of the Company(upon the conclusion of the Meeting)

3 years

February 2005

Associate Clerkship Director of University of California, San
Diego School of Medicine

September 2008

Assistant Director of Nakanoshima Clinic, CHIINKAI MEDICALASSOCIATION

April 2009

Director of Ladies Clinic, Oike Clinic, CHIINKAI, MEDICALASSOCIATION (to present)

February 2010

Director of Shinyukai Holdings Co., Ltd. (to present)

July 2010

Committee Member of Center of Promotion of Gender Equality at
Kyoto Prefectural University of Medicine

May 2017

Vice President of KYOTO MEDICAL CLUB, CO.,LTD.

June 2018

President of KYOTO MEDICAL CLUB, CO.,LTD. (to present)

March 2020

Outside Audit & Supervisory Board Member of the Company (topresent)

April 2021

Visiting Professor in Department of Physiology and Integrated
Physiology at Kyoto Prefectural University of Medicine (topresent)

Reason for Recommendation as Candidate for Non-executive Director Position and overview of expected role
In addition to three years of experience as an Outside Audit & Supervisory Board Member of the Company, the candidate hasadvanced, specialized knowledge and experience in medical care, as well as deep insight in corporate management. The
Company assumes that she can appropriately fulfil the roles of promoting fair decision making at the Board of Directors andstrengthening management supervisory functions, and thereby strongly recommends the appointment of the candidate to serve asa Non-executive Director.
Significant concurrent positions outside the Company●●●●

Director of Shinyukai Holdings Co., Ltd.
President of KYOTO MEDICAL CLUB, CO.,LTD.
Director of Ladies Clinic, Oike Clinic, CHIINKAI, MEDICAL ASSOCIATION
Visiting Professor in Department of Physiology and Integrated Physiology at Kyoto Prefectural University of Medicine

13Notes for Proposal No. 1
1. The Group has business relationships such as research and development, 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 the past four fiscal years, but theamount of each of the donations accounted for less than 0.01% of the value of the University’s aggregate income and did notexceed 10 million yen in the respective fiscal years. In addition, the amount of the Group’s business from the University
accounts for approximately 0.02% of the Group’s consolidated net sales in the most recent fiscal year. Additionally, Mr. Atsushi
Horiba, Chairman & Group CEO of the Company, serves as advisor at GenoConcierge Kyoto, Inc. at which the candidate
serves as Director (Chief Advisor); Mr. Horiba provides advice on corporate management, etc. to the company from theperspective of a corporate manager, but does not receive compensation from the company. There are no direct business relations
between GenoConcierge Kyoto, Inc. and the Group. In consideration of these factors, the proposed appointment of him isconsidered 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. FumihikoMatsuda.
2. The Group has a trading relationship concerning medical checks, etc. with KYOTO MEDICAL CLUB, CO.,LTD., at which
Dr. Tomoko Tanabe serves as President. The value of the transactions between the Group and the said company accounted forapproximately 0.3% of the Company’s sales during its most recent fiscal year. Furthermore, there are no direct transactions
from the company at the Group. In addition, the Group has a trading relationship concerning the testing and diagnosis, etc. of
infectious diseases with Oike Clinic, CHIINKAI, MEDICAL ASSOCIATION, at which she serves as Director of Ladies Clinic.
The value of the transactions between the Group and the said clinic accounted for approximately 0.01% of the clinic’s sales
during its most recent fiscal year. Furthermore, there are no transactions from the Group at the company. Additionally, theGroup has a trading relationship concerning joint research and the sale, etc. of products with Kyoto Prefectural University of
Medicine, where she serves as a Visiting Professor in the Department of Physiology and Integrated Physiology. The value ofthe transactions between the Group and the said University accounted for approximately 0.02% of the value of the aggregate
income of the University’s operator, Kyoto Prefectural Public University Corporation, during its most recent fiscal year.
Furthermore, there are no transactions from the university at the Group. In consideration of these factors, the proposed
appointment of her 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 independenceof Dr. Tomoko Tanabe.
3. There is also no other special interest between any of the candidates for Director and the Company, which should be disclosed.
4. Dr. Jai Hakhu’s name is stated as “Jai Krishan Hakhu” on personal identification documents.
5. Although Dr. Tomoko Tanabe is in the middle of her tenure, she will resign as Audit & Supervisory Board Member upon the
conclusion of the Meeting.
6. The candidates for Director, Mr. Haruyuki Toyama, Dr. Fumihiko Matsuda and Dr. Tomoko Tanabe, 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. The Directors, Audit & Supervisory Board Members, and Corporate
Officers of the Company and its major Japanese group companies (HORIBA STEC, Co., Ltd., HORIBA Techno Service Co.,
Ltd., HORIBA Advanced Techno Co., Ltd.) are covered by the insurance policy, and the full amount of the insurance premiums
for this are borne by the Company and its major Japanese group companies. However, damages for an insured who intentionallycommitted illegal acts are excluded from coverage. If each candidate is elected and appointed as Director, they will be includedin the persons covered by the insurance policy, and in addition, it is planned to renew the policy with the same content the nexttime it comes up for renewal.
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 candidates
for Non-executive Director presented in this proposal satisfies all aspects of these standards. Other matters pertaining to thesaid Non-executive Director candidates are as follows:(1) Limited liability agreement
The Company, 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 both are reappointed as Non-executive Directors, the Company plans tocontinue the aforementioned limited liability agreements with them.
In addition, the Company and Dr. Tomoko Tanabe, due to her being an Outside Audit & Supervisory Board Member,signed agreements to limit her liability under Article 423, paragraph (1) of the Companies Act, and based on this agreement
her liability is limited to the minimum liability amount stipulated in laws and ordinances. If she is elected and appointed
as Non-executive Director, the Company plans to execute a similar contract with her, and based on this agreement her
liability will be limited to the minimum liability amount stipulated in laws and ordinances.

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(2) Notification of Independent Director
In accordance with the provisions of the Tokyo Stock Exchange, the Company notified the Exchange that Mr. Haruyuki
Toyama and Dr. Fumihiko Matsuda are Independent Directors. If they are reelected and reappointed, the Company plans
to continue designating them as Independent Directors.
In addition, the Company, in accordance with the provisions of the Tokyo Stock Exchange, Inc., has notified the Exchangethat Dr. Tomoko Tanabe is an Independent Director based on her position as an Outside Audit & Supervisory Board
Member. If she is elected and appointed as Non-executive Director, the Company plans to designate her as an Independent
Director.

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Proposal No. 2: Election of One (1) Audit & Supervisory Board Member
Dr. Tomoko Tanabe, Audit & Supervisory Board Member, will resign upon the conclusion of the Meeting, and so theappointment of one (1) substitute Audit & Supervisory Board Member is requested.
Furthermore, if candidate Audit & Supervisory Board Member Ms. Sayoko Kawamoto is elected and appointed, her
tenure, based on the provisions of the Articles of Incorporation of the Company, will be until the end of the tenure of Dr. Tomoko
Tanabe, the Audit & Supervisory Board Member, who is resigning (upon the conclusion of the 86th Annual General Meeting of
Shareholders scheduled to be held in March 2024). In addition, the consent of Audit & Supervisory Board has been obtained forthis proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Career Summary, and Positions

SayokoKawamoto

April 2000

Joined AMS CORPORATION

June 2000

Director of AMS CORPORATION (to present)

June 2010

Director of AYAHA CORPORATION

October 2016

Director and Deputy General Manager of the General Affairs
Division of AYAHA CORPORATION

October 2017

Director and Deputy General Manager of the Business
Administration Division of AYAHA CORPORATION

May 2019

Director of Public Interest Incorporated Foundation
KAWAMOTO BUNKYO FUKUSHI Promotion Association (topresent)

April 2022

Executive Vice-president of AYAHA CORPORATION (topresent)

New Election Outside
Independent Auditor
Date of birth
July 25, 1977 (45 years old)
Number of Shares of theCompany Held–
Tenure as Audit & Supervisory
Board Member of the Company(upon the conclusion of the Meeting)–Reason for Recommendation as Candidate for Outside Audit & Supervisory Board Member
The candidate has extensive knowledge and experience in corporate management through her work as Executive Vicepresident at AYAHA CORPORATION, which oversees group companies that extend across various fields such as the textile
industry, retail, manufacturing, and real estate leasing. In view of this, the company has determined that she will appropriately
perform her duties as an Audit & Supervisory Board Member from an independent perspective, and will be able to monitor the
management of the Company, and has requested that she be newly appointed to the position of Outside Audit & Supervisory
Board Member.
Significant concurrent positions outside the Company●●●

Executive Vice-president of AYAHA CORPORATION
Director of AMS CORPORATION
Director of Public Interest Incorporated Foundation KAWAMOTO BUNKYO FUKUSHI Promotion Association

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Notes for Proposal No. 2
1. The tenure of Dr. Tomoko Tanabe, Audit & Supervisory Board Member, based on laws and ordinances as well as theCompany’s Articles of Incorporation, is for four years from her appointment at the 82nd Annual General Meeting of
Shareholders held on March 28, 2020. Although she is in the middle of her tenure, she will resign as Audit & Supervisory
Board Member upon the conclusion of the Meeting. Furthermore, as described in Proposal No. 1 “Election of Nine (9)Directors” for the Meeting, she is a candidate for Non-executive Director of the Company.
2. There is no special interest between Ms. Sayoko Kawamoto and the Company, which should be disclosed.
3. Ms. Sayoko Kawamoto is candidate for Outside Audit & Supervisory Board Member.
4. 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. The Directors, Audit & Supervisory Board Members, and Corporate
Officers of the Company and its major domestic group companies (HORIBA STEC, Co., Ltd., HORIBA Techno Service Co.,
Ltd., HORIBA Advanced Techno Co., Ltd.) are covered by the insurance policy, and the full amount of the insurance premiums
for this are borne by the Company and its major domestic group companies. However, damages for an insured who
intentionally committed illegal acts are excluded from coverage. If Ms. Sayoko Kawamoto is elected and appointed as Outside
Audit & Supervisory Board Member, she will be included in the persons covered by the insurance policy, and in addition, it isplanned to renew the policy with the same content the next time it comes up for renewal.
5. The Company sets forth its Policies for Nomination of Audit & Supervisory Board Member Candidates, as well as
Independence Judgment Standards for Non-executive Directors and Outside Audit & Supervisory Board Members. The
candidate for Outside Audit & Supervisory Board Member presented in this proposal satisfies all aspects of these standards.
Other matters pertaining to the said Outside Audit & Supervisory Board Member candidate are as follows:(1) Limited liability agreement
If Ms. Sayoko Kawamoto is appointed and assumes office as Outside Audit & Supervisory Board Member, the Company
intends to sign an agreement with her to limit her liability under Article 423, paragraph (1) of the Companies Act, andbased on this agreement her liability will be limited to the minimum liability amount stipulated in laws and ordinances.
(2) Notification of Independent Auditor
If Ms. Sayoko Kawamoto is elected and appointed as Outside Audit & Supervisory Board Member, it is planned that she
will become an Audit & Supervisory Board Member (Outside & Independent Auditor) based on the provisions of Tokyo
Stock Exchange, Inc.

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Reference Information■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 is 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.
■Policies for Nomination of Audit & Supervisory Board Member Candidates (determined in the meeting of the Board of
Directors held on January 26, 2016)
Representative Director of the Company submits a proposal for nomination to the Audit & Supervisory Board, and after thereaching of an agreement on the nomination of the candidate as a result of examination at the Audit & Supervisory Board,the proposal to elect the Audit & Supervisory Board Member is determined by the Board of Directors. In addition, the Audit& Supervisory Board may also make a request to the President & COO for the submission of a proposal for the election of acandidate Audit & Supervisory Board Member to a General Meeting of Shareholders. Candidates for Audit & Supervisory
Board Member of the Company must satisfy the following requirements.
1. A person who has excellent character and insight as an Audit & Supervisory Board Member, and the will and capability
required for executing duties in good faith.
2. A person who can be expected to conduct audits from a neutral and objective perspective, and to contribute to ensuring
the soundness of management.
3. A person who is able to secure the time as an Audit & Supervisory Board Member required for executing the duties
thereof in good faith.
4. A person who satisfies the qualifications as Audit & Supervisory Board Member required by laws and ordinances.

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■ Skill matrix for the Company’s Directors and Audit & Supervisory Board Members (including candidates for these
positions)Name, etc.

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

Technology

Governance

AtsushiHoriba○○○Juichi
Saito○

Masayuki
Adachi○○

Director

Energy &Environment

Materials &Semiconductor

Bio &Healthcare

○

○

○

Masao
Okawa

○

Jai
Hakhu

○

Hideyuki
Koishi○○○○Haruyuki
ToyamaAudit & Supervisory
Board Member

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

FumihikoMatsuda○○○TomokoTanabe○○○AtsushiNakamine

○

○

Keiji
YamadaSayokoKawamoto○○○

Notes: 1. This skill matrix lists the knowledge, insight and expertise necessary for Directors and Audit & Supervisory Board
Members of the Company, and areas in which the Company has particular expectations for each candidate are indicatedwith ○.
2. All candidates for Director have the international experience necessary for the Company’s global operation.
3. Items will be reviewed as needed based on the external environment and the condition of the Company.

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■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; the same applies below) providing products or services to the Group, for which the transaction
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 firm 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