Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. EIZO Corporation assumes no responsibility for this translation or for direct, indirect, or any
other form of damage which may arise as a result of this translation.
(Securities Code: 6737)
June 1, 2022

To Our Shareholders:
Yoshitaka Jitsumori
President & CEO
EIZO Corporation
153 Shimokashiwano, Hakusan,
Ishikawa, JapanNOTICE OF CONVOCATION OF
THE 55TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support.
You are hereby notified that the 55th Ordinary General Meeting of Shareholders of EIZO Corporation(the “Company”) will be held as described below.
You may exercise your voting rights in writing or via the Internet. Please review the attached“Reference Documents for the General Meeting of Shareholders” and exercise your voting rights
no later than 5:15 p.m. on Tuesday, June 21, 2022 (Japan time), following the guidance described
below.

1.

Date and Time:

2.

Place:

3.

Meeting Agenda:
Items to be reported:

Wednesday, June 22, 2022, at 10:00 a.m.
(The reception desk opens at 9:15 a.m.)Concert Hall, 1st floor, Hakusan City Matto Learning Center(Hakusan-shi Matto Gakushu Center)
305, Furushiro-machi, Hakusan-shi, Ishikawa, Japan
1.

2.

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

Business Report, Consolidated Financial Statements andresults of audits of the Consolidated Financial Statements
by the Accounting Auditor and the Audit and Supervisory
Committee for the Company’s 55th Fiscal Year (April 1,
2021 - March 31, 2022)
Non-consolidated Financial Statements for the Company’s
55th Fiscal Year (April 1, 2021 - March 31, 2022)

Partial Amendment to the Articles of Incorporation
Election of Three (3) Directors (excluding Directors serving as
Audit and Supervisory Committee Members)
Election of Five (5) Directors serving as Audit and Supervisory
Committee Members
Determination of Remuneration for Granting Restricted Stockto Directors (excluding Directors serving as Audit andSupervisory Committee Members and External Directors)- 1 -- When attending the General Meeting of Shareholders, please submit the enclosed Voting Rights
Exercise Form at the reception desk.
- Pursuant to laws and regulations, and the provisions of Article 16 of the Articles of Incorporation of
the Company, of the documents to be attached to this Notice, “Consolidated Statement of Changes in
Equity,” “Notes to Consolidated Financial Statements,” “Non-consolidated Statement of Changes in
Equity” and “Notes to Non-consolidated Financial Statements” are posted on the Company’s website
below and are not provided in this Notice.
Therefore, the documents attached to this Notice are a part of the Consolidated Financial Statements
and Non-consolidated Financial Statements audited by the Accounting Auditor and the Audit andSupervisory Committee, in preparing their respective audit reports.
- If any revisions should be made to the Reference Documents for the General Meeting of Shareholders,Business Reports, Consolidated Financial Statements, and Non-consolidated Financial Statements,
they will be posted on the Company’s website, as mentioned below.
- An explanatory meeting will be held after the General Meeting of Shareholders to deepen shareholders’
understanding of the Company’s corporate strategy and business model.
- Please note that the Company’s Directors and staff will be in business casual (“Cool Biz”) at theGeneral Meeting of Shareholders.
- After the General Meeting of Shareholders, the outcomes of resolutions will be posted on the
Company’s website below.
The Company’s website (https://www.eizo.co.jp/ir/stock/invitation/)- A video recording of the General Meeting of Shareholders will be made available on the Company's
website indicated above afterwards (Japanese only). When viewing the video, please enter thecommon ID and password for shareholders indicated on the enclosed guide.

- 2 -Exercise of Voting Rights:
You may exercise your voting rights through either of the methods described below.
Exercise of your voting rights in writing
Please indicate your votes for or against the proposals on the enclosed Voting Rights Exercise
Form and return the form by mail so that it will arrive no later than 5:15 p.m. on Tuesday, June21, 2022 (Japan time).
Exercise of your voting rights via the Internet
You can exercise your voting rights either by (1) scanning the QR code shown on the enclosed
Voting Rights Exercise Form, or by (2) accessing the website for exercising voting rights(https://www.web54.net) and entering the “voting rights exercise code” and “password” shownon the enclosed Voting Rights Exercise Form. Please enter your votes for or against the
proposals no later than 5:15 p.m. on Tuesday, June 21, 2022 (Japan time).
If you exercise your voting rights both in writing and via the Internet, your vote via the Internet will
be considered a valid exercise of voting rights. If you exercise your voting rights multiple times via
the Internet, or if you exercise your voting rights both via PC and smartphone, only the most recent
vote will be considered a valid exercise of voting rights.
Institutional investors may use the electronic voting platform operated by ICJ, Inc.

- 3 -

Reference Documents for the General Meeting of Shareholders
Proposal 1: Partial Amendment to the Articles of Incorporation
1. Reasons for Proposal
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of
the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on
September 1, 2022. In order to prepare for the introduction of the system for electronic provision ofmaterials for general meeting of shareholders, the required amendments shall be made to the Articles
of Incorporation of the Company.
2. Details of Amendments
The details of the amendments are as follows.
Current Articles of Incorporation(Underlined parts indicate amendments.)
Proposed Amendments

Chapter 1: General Provisions

Chapter 1: General Provisions

Article 1 through 5 (Omitted)

Article 1 through 5 (Unchanged)

Chapter 2: Shares

Chapter 2: Shares

Articles 6 through 11 (Omitted)

Articles 6 through 11 (Unchanged)

Chapter 3: General Meeting of
Shareholders

Chapter 3: General Meeting of
Shareholders

Articles 12 through 15 (Omitted)

Articles 12 through 15 (Unchanged)(Internet Disclosure and Deemed Provision ofReference Documents for the General Meetingof Shareholders, Etc.)
Article 16(Deleted)
The Company may, when convening a general
meeting of shareholders, deem that it has
provided its shareholders with information
pertaining to matters to be described orindicated in the reference documents for thegeneral meeting of shareholders, business
report, non-consolidated financial statements,
and consolidated financial statements, bydisclosing such information through theinternet in accordance with the provisions
provided in the Ordinance of the Ministry ofJustice.

- 4 -Current Articles of Incorporation

Proposed Amendments(Measures for Electronic Provision ofReference Documents for the General Meetingof Shareholders, Etc.)
Article 16
1. The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the Ministryof Justice in the paper copy to be sent toshareholders who have requested it by therecord date for voting rights.

(Newly established)

Articles 17 and 18 (Omitted)

Articles 17 and 18 (Unchanged)

Chapter 4: Directors and Board of
Directors

Chapter 4: Directors and Board of
Directors

Articles 19 through 29 (Omitted)

Articles 19 through 29 (Unchanged)

Chapter 5: Audit and Supervisory
Committee

Chapter 5: Audit and Supervisory
Committee

Articles 30 and 31 (Omitted)

Articles 30 and 31 (Unchanged)

Chapter 6: Accounting

Chapter 6: Accounting

Articles 32 through 35 (Omitted)

Articles 32 through 35 (Unchanged)

Supplementary Provisions

Supplementary Provisions(Transitional Measures Concerning Exemption (Transitional Measures Concerning Exemption
from Liability of Corporate Auditors)
from Liability of Corporate Auditors)(Omitted)
Article 1(Unchanged)- 5 -Current Articles of Incorporation

Proposed Amendments(Transitional Measures Concerning Measuresfor Electronic Provision of Reference
Documents for the General Meeting of
Shareholders, Etc.)
Article 2
1. The deletion of Article 16 (Internet
Disclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, Etc.) of the
Articles of Incorporation prior to theamendments,
andtheproposed
establishment of Article 16 (Measures forElectronic Provision of Reference
Documents for the General Meeting of
Shareholders, Etc.) following theamendments shall come into effect as of
September 1, 2022.
2. Notwithstanding the provisions of thepreceding paragraph, Article 16 (Internet
Disclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, Etc.) of the
Articles of Incorporation prior to theamendments shall remain in force withrespect to any general meetings ofshareholders to be held on a date within six(6) months from September 1, 2022.
3. The provisions of this Article shall bedeleted after the date when six (6) months
have elapsed from September 1, 2022, or
when three (3) months have elapsed fromthe date of the general meeting ofshareholders set forth in the preceding
paragraph, whichever is later.

(Newly established)- 6 -Proposal 2: Election of Three (3) Directors (excluding Directors serving as Audit andSupervisory Committee Members)
The terms of office of all three (3) Directors (excluding Directors serving as Audit and Supervisory
Committee Members) will expire at the conclusion of this General Meeting of Shareholders. Therefore,
the election of three (3) Directors (excluding Directors serving as Audit and Supervisory Committee
Members) is proposed. With respect to this proposal, the Company has already obtained the opinion of
the Audit and Supervisory Committee that all of the candidates for Director are qualified to serve.
The candidates for Director (excluding Directors serving as Audit and Supervisory Committee
Members) are as follows.

Candidate No.1

Name (Date of birth)
Yoshitaka Jitsumori(April 16, 1944)
Reappointment

Number of shares of theCompany held
149,100 shares
Attendance at the Boardof Directors meetings
11 out of 11

Career summary, positions and responsibilities at the Company(Significant concurrent positions)
May 1994
Executive Director
June 1995*Senior Executive Director
June 1997*Executive Vice President
June 2001*President & CEO (to present)*Representative Director(Significant concurrent positions)
EIZO MS Corporation, President & CEO
EIZO Support Network Corporation, President & CEO
Irem Software Engineering Inc., Director
EIZO Inc., Director, Chairman
EIZO Nordic AB, Board Member
EIZO AG, Board of Administration Member
EIZO Europe GmbH, President & CEO[Reasons for the election of the candidate for Director]
As President & CEO, Mr. Yoshitaka Jitsumori has been overseeing themanagement of EIZO Group based on a wealth of experience,
implementing business strategies that leverage the Group’s strengths bydemonstrating his extensive knowledge and strong leadership, thereby
contributing to its enhanced corporate value. He has been nominated as a
candidate for Director because the Company expects that he will continue
to contribute to the further growth of the Group by appropriately executing
his duties and supervising corporate management as a Director.

- 7 -Candidate No.2

Career summary, positions and responsibilities at the Company(Significant concurrent positions)
April 1993
August 2004
October 2013
October 2016
October 2018

Name (Date of birth)
Masaki Ebisu(October 25, 1970)
Reappointment

Number of shares of theCompany held
3,200 shares
Attendance at the Boardof Directors meetings
7 out of 7

August 2019

April 2020

June 2021

Joined The Long-Term Credit Bank of Japan,
Limited (Shinsei Bank, Limited currently)
Joined the Company
Senior Manager, Procurement Dept.
Operating Officer,
Senior Manager, Procurement Dept.
Operating Officer,
Senior Manager, Accounting & Finance Dept.,
Senior Manager, Investor Relations (IR) Dept.
Operating Officer,
Senior Manager, General Affairs Dept.,
Senior Manager, Accounting & Finance Dept.,
Senior Manager, Investor Relations (IR) Dept.
Operating Officer,
Senior Manager, Accounting & Finance Dept.,
Senior Manager, Investor Relations (IR) Dept.
Director,
Operating Officer,
Senior Manager, Accounting & Finance Dept.,
Senior Manager, Investor Relations (IR) Dept.
(to present)(Significant concurrent positions)[Reasons for the election of the candidate for Director]
Mr. Masaki Ebisu has a wealth of extensive experience and knowledge
acquired through holding various senior positions in the Departments ofStrategic Business Development, Procurement, General Affairs andAccounting & Finance. He has been nominated as a candidate for Director
because the Company expects that he will continue to contribute to thefurther growth of the Group by appropriately performing his duties andsupervising management as a Director.

- 8 -Career summary, positions and responsibilities at the Company(Significant concurrent positions)

Candidate No.3

April 1992
January 2015
July 2017
Name (Date of birth)
Manabu Arise(December 27, 1969)

October 2018

Reappointment

June 2021

Number of shares of theCompany held
4,100 shares
Attendance at the Boardof Directors meetings
7 out of 7

Joined the Company
Senior Manager, Accounting & Finance Dept.,
Senior Manager, Investor Relations (IR) Dept.
Operating Officer,
Senior Manager, Accounting & Finance Dept.,
Senior Manager, Investor Relations (IR) Dept.
Operating Officer,
Senior Manager, Procurement Dept.
Director,
Operating Officer,
Senior Manager, Procurement Dept.
(to present)(Significant concurrent positions)[Reasons for the election of the candidate for Director]
Mr. Manabu Arise has advanced knowledge of accounting and financeand a wealth of experience in an overseas Group company and in the
Accounting & Finance and Procurement Departments. He has been
nominated as a candidate for Director because the Company expects that
he will continue to contribute to the further growth of the Group by
appropriately performing his duties and supervising management as a
Director.

Notes:
1. There are no special interests between any of the above candidates for Director and the Company.
2. The Company has entered into a Directors and Officers Liability Insurance (D&O insurance) Contract, as
defined in Article 430-3, paragraph 1 of the Companies Act, with an insurance company under which theCompany’s Directors are the insured. If this proposal is approved and adopted without changes to the original
proposal and if the candidates take office as Directors, the candidates will be the insured under the insurance
contract. If any shareholder, third party or other entity claims damages from any of the insured, the damages,
litigation expenses, etc. that would otherwise be incurred by the insured party will be covered under the
insurance contract. However, the insurance contract will not cover some specific damages, for example,
damages arising from acts of the insured party that are committed with an awareness of legal violations. All
insurance premiums, including those for the special conditions, are borne by the Company, with no premiums
being paid by any of the insured. The Company intends to renew the aforementioned insurance contract on
the same terms and conditions at the next renewal.

- 9 -Proposal 3: Election of Five (5) Directors serving as Audit and Supervisory Committee
Members
The terms of office of all four (4) Directors serving as Audit and Supervisory Committee Members will
expire at the conclusion of this General Meeting of Shareholders. Therefore, the increase of one(1) Director in order to strengthen and enhance the audit and supervisory system and election of five(5) Directors serving as Audit and Supervisory Committee Members is proposed. With respect to this
proposal, the Company has already obtained the consent of the Audit and Supervisory Committee.
The candidates for Director serving as Audit and Supervisory Committee Members are as follows.
Candidate No.1

Name (Date of birth)
Masaaki Suzuki(May 21, 1947)
Reappointment
External
Independent

Number of shares of theCompany held
1,400 shares
Attendance at the Boardof Directors meetings
11 out of 11
Attendance at the Audit
and Supervisory
Committee meetings
10 out of 10

Career summary, positions and responsibilities at the Company(Significant concurrent positions)
Joined Nippon Kangyo Bank, Ltd. (Dai-Ichi
April 1971
Kangyo Bank, Ltd. as of October 1971, Mizuho
Financial Group, Inc. currently)
Dai-Ichi Kangyo Bank, Ltd., Director, Senior
June 1999
Manager, Sales Division VII
May 2001
Managing Executive Officer
Mizuho Corporate Bank, Ltd., Managing Executive
April 2002
OfficerMarch 2003
Mizuho Bank, Ltd., Managing Executive Officer
NIPPON TOCHI-TATEMONO Co., Ltd., Senior
November 2004
Managing Executive Officer
Hokuetsu Pulp Co., Ltd. (Hokuetsu Corporation
June 2005
currently), Managing Director
June 2009
Hokuetsu Package Co., Ltd., President & CEO*NIPPON TOCHI-TATEMONO Co., Ltd.,
June 2011
Counsellor
June 2012
External Director of the Company
External Director serving as Audit and Supervisory
June 2016
Committee Member of the Company (to present)*Representative Director(Significant concurrent positions)[Reasons for the election of the candidate for External Director serving as
Audit and Supervisory Committee Member and expected role if elected]
As a lead independent External Director, Mr. Masaaki Suzuki has offered
his valuable and straight opinions and proposals on the decision-making
processes of the Company, based on a wealth of experience acquired at afinancial institution and experience developed in the management ofbusiness corporations, as well as extensive knowledge, thereby
contributing to the soundness and transparency of the management. He
has been nominated as a candidate for External Director serving as an
Audit and Supervisory Committee Member because the Company expects
that he will continue to contribute to enhancing the corporate value of theCompany by strengthening the effectiveness of its management oversightfunctions.
If he is elected, he will continue to serve as the chairperson of theNomination and Remuneration Advisory Committee and will be involvedin a neutral capacity in the nomination of candidates for the Company's
officers and the determination of remuneration for the officers and othermatters.
- 10 -

Candidate No.2

Name (Date of birth)
Kazuhiko Deminami(July 10, 1959)
Reappointment

Career summary, positions and responsibilities at the Company(Significant concurrent positions)
March 1982
Joined the Company
October 2002

Senior Manager, Accounting & Finance Dept.

July 2004

Senior Manager, General Affairs Dept.

April 2007

Operating Officer, Senior Manager, General Affairs
Dept.
Senior General Councilor, Senior Manager, Internal
Auditing Dept.
Operating Officer, Senior Manager, Accounting &Finance Dept.
Irem Software Engineering Inc., Director, Senior
Manager, Administrations Dept.
Director serving as Audit and Supervisory
Committee Member of the Company (to present)

April 2009
October 2011
January 2015

Number of shares of theCompany held
8,700 shares

June 2016

Attendance at the Boardof Directors meetings
11 out of 11-

Attendance at the Audit
and Supervisory
Committee meetings
10 out of 10(Significant concurrent positions)[Reasons for the election of the candidate for Director serving as Audit
and Supervisory Committee Member]
Mr. Kazuhiko Deminami has held positions as Senior Manager for
General Affairs Dept. and Accounting & Finance Dept. and Director of agroup company, and has executed the duties of a full-time Audit andSupervisory Committee Member fairly and appropriately, based on an
extensive experience and high levels of expertise and insights inaccounting and finance. He has been nominated as a candidate for Director
serving as an Audit and Supervisory Committee Member because theCompany expects that he will continue to contribute to enhancing thecorporate value of the Company by strengthening the effectiveness of its
management oversight functions.

- 11 -

Candidate No.3

Career summary, positions and responsibilities at the Company(Significant concurrent positions)
April 1981
Joined Hokuriku Bank, Ltd.
June 2013

Name (Date of birth)
Hiroji Takino(June 20, 1958)
Reappointment
External
Independent

Number of shares of theCompany held
0 shares
Attendance at the Boardof Directors meetings
11 out of 11
Attendance at the Audit
and Supervisory
Committee meetings
10 out of 10

June 2016

April 2018
June 2018
June 2018

Executive Officer, Deputy Head of Ishikawa
Regional Business Division and General Manager ofKanazawa BranchManaging Executive Officer, Head of Fukui
Regional Business Division and Head of NagoyaOsaka Regional Business Division
Managing Executive Officer
External Director serving as Audit and Supervisory
Committee Member of the Company (to present)
Hokutate Co., Ltd., President & CEO*(Resignation on June 28, 2022 to be determined)*Representative Director(Significant concurrent positions)
Hokutate Co., Ltd., President & CEO[Reasons for the election of the candidate for External Director serving as
Audit and Supervisory Committee Member and expected role if elected]
Mr. Hiroji Takino has offered his valuable and straight opinions andproposals on the decision-making processes of the Company, based on a
wealth of experience acquired at financial institution and experiencedeveloped as a manager of a business corporation and extensive
knowledge, thereby executing his duties as an External Director fairly andneutrally. He has been nominated as a candidate for External Director
serving as an Audit and Supervisory Committee Member because theCompany expects that he will continue to contribute to enhancing thecorporate value of the Company by strengthening the effectiveness of its
management oversight functions.

- 12 -

Candidate No.4

Career summary, positions and responsibilities at the Company(Significant concurrent positions)
April 1980
Joined Murata Manufacturing Co., Ltd.
March 2008

General Manager, Planning Department

Name (Date of birth)
Toru Inoue(May 30, 1956)

July 2009

Vice President, Corporate Planning Department

July 2013

New appointment
External
Independent

June 2015

Executive Vice President, Director, the Components
Business Unit
Director, Executive Vice President

Number of shares of theCompany held
0 shares
Attendance at the Boardof Directors meetings
N/A
Attendance at the Audit
and Supervisory
Committee meetings
N/A

June 2017
June 2020

Representative Director, Senior Executive Vice
President
Executive Counsellor

July 2021

Counsellor (resigned in May 2022)(Significant concurrent positions)[Reasons for the election of the candidate for External Director serving as
Audit and Supervisory Committee Member and expected role if elected]
Mr. Toru Inoue has a wealth of experience and a proven track record inbusiness operations, planning, and accounting over many years as amanager of a business corporation, and the Company expects that he will
provide accurate advice and supervision of the Company's management
as an External Director based on his extensive knowledge cultivated overmany years in the electronics industry. For the reasons stated above, he
has been nominated as a candidate for External Director serving as an
Audit and Supervisory Committee Member.

- 13 -

Candidate No.5

Career summary, positions and responsibilities at the Company(Significant concurrent positions)
April 1979
Joined Special corporation Japan External Trade
Organization (currently Incorporated administrative
agency Japan External Trade Organization (JETRO))
June 2000
Deputy Managing Director, JETRO Singapore
April 2009

March 2011
February 2014
Name (Date of birth)
Masako Osuna(March 1, 1956)
New appointment
External
Independent

June 2015

April 2017

June 2019
Number of shares of theCompany held
0 shares
Attendance at the Boardof Directors meetings
N/A
Attendance at the Audit
and Supervisory
Committee meetings
N/A

June 2020

Director-General, International Exchange andTraining Department, Institute of Developing
Economies, (IDE-JETRO)
Director General, JETRO Seoul
Professor, Managing Systems Department, Collegeof Informatics and Human Communication,
Kanazawa Institute of Technology
Outside Director (Audit and Supervisory Committee
Member), The Hokkoku Bank, Ltd. (resigned in June
2021)
Professor,
OfficeofIndustry-University
Collaboration, Organization for Research Support,
Kanazawa Institute of Technology (to present)
Outside Director, Hibiya Engineering, Ltd.
(to present)
Outside Auditor, C.I. TAKIRON Corporation(to present)(Significant concurrent positions)
Professor, Kanazawa Institute of Technology
Outside Director, Hibiya Engineering, Ltd.
Outside Auditor, C.I. TAKIRON Corporation[Reasons for the election of the candidate for External Director serving as
Audit and Supervisory Committee Member and expected role if elected]
Ms. Masako Osuna has worked at the Japan External Trade Organization(JETRO) for many years and is currently a professor in the Office ofIndustry-University Collaboration at Kanazawa Institute of Technology
and is also widely active as an Outside Director of Hibiya Engineering,Ltd., and an Outside Auditor of C.I. TAKIRON Corporation. With thiswealth of experience and a high level of expertise with a focus oninternational economics, the Company expects that she will be able toprovide appropriate advice and checks to ensure the appropriateness of theBoard's decision-making. She has never been involved in corporate
management in any way other than as an outside officer, but for thereasons stated above, she has been nominated as a candidate for External
Director serving as an Audit and Supervisory Committee Member.

Notes:
1. There are no special interests between any of the above candidates for Director serving as Audit andSupervisory Committee Member and the Company.
2. Mr. Toru Inoue and Ms. Masako Osuna are new candidates.
3. Mr. Masaaki Suzuki, Mr. Hiroji Takino, Mr. Toru Inoue and Ms. Masako Osuna are all candidates forExternal Director.
4. Mr. Masaaki Suzuki is currently an External Director of the Company and will have held this position for ten(10) years (for six (6) years as an External Director serving as an Audit and Supervisory Committee Member),- 14 -

at the conclusion of this General Meeting of Shareholders. Mr. Hiroji Takino is currently an External Director
serving as an Audit and Supervisory Committee Member for four (4) years at the conclusion of this General
Meeting of Shareholders.
5. The Company has entered into agreements, in accordance with the provision of Article 427, Paragraph 1, of
the Companies Act, with Mr. Masaaki Suzuki and Mr. Hiroji Takino, to limit their liabilities under Article
423, Paragraph 1, of the Companies Act. The maximum liability under these agreements is the minimum
liability provided in laws and regulations. If Mr. Masaaki Suzuki and Mr. Hiroji Takino are reappointed asExternal Directors, the Company will continue the aforementioned liability limitation agreements with them.
If Mr. Toru Inoue and Ms. Masako Osuna are appointed as External Directors, the Company will enter into
the aforementioned liability limitation agreements with them.
6. The Company has entered into a Directors and Officers Liability Insurance (D&O insurance) Contract, as
defined in Article 430-3, paragraph 1 of the Companies Act, with an insurance company under which theCompany’s Directors are the insured. If this proposal is approved and adopted without changes to the original
proposal and if the candidates take office as Directors, the candidates will be the insured under the insurance
contract. If any shareholder, third party or other entity claims damages from any of the insured, the damages,
litigation expenses, etc. that would otherwise be incurred by the insured party will be covered under the
insurance contract. However, the insurance contract will not cover some specific damages, for example,
damages arising from acts of the insured party that are committed with an awareness of legal violations. All
insurance premiums, including those for the special conditions, are borne by the Company, with no premiums
being paid by any of the insured. The Company intends to renew the aforementioned insurance contract on
the same terms and conditions at the next renewal.
7. The Company designated Mr. Masaaki Suzuki and Mr. Hiroji Takino as Independent Directors as stipulated
under the regulation of Tokyo Stock Exchange and registered them as such at the Exchange. If theirreappointments are approved, they will continue to be Independent Directors. Mr. Toru Inoue and Ms.
Masako Osuna also meet the requirements for Independent Directors as stipulated by the Exchange, and if
their appointments are approved, the Company will designate them as Independent Directors and registerthem as such with the Exchange.
8. Mr. Masaaki Suzuki, Mr. Hiroji Takino, Mr. Toru Inoue and Ms. Masako Osuna all satisfy the requirements
established by the Company under “Criteria for Independence of External Directors” (see next page).
9. We are of the opinion that the proposed reappointment of Mr. Masaaki Suzuki, who had been employed by
Mizuho Bank, Ltd., will not adversely affect his independence in view of the fact that our borrowing from
Mizuho Bank, Ltd. as of March 31, 2022 only accounted for less than 0.5 percent of our total assets on aconsolidated basis and does not significantly impact our financing. Additionally, we are of the opinion thatthe proposed reappointment of Mr. Hiroji Takino, who had been employed by Hokuriku Bank, Ltd., will notadversely affect his independence in view of the fact that our borrowing from Hokuriku Bank, Ltd. as ofMarch 31, 2022 only accounted for less than 1.5 percent of our total assets on a consolidated basis and does
not significantly impact our financing. Further, we are of the opinion that the proposed appointment of Mr.
Toru Inoue, who had been employed by Murata Manufacturing Co., Ltd., one of our parts suppliers, will notadversely affect his independence in view of the fact that the volume of business transactions between Murata
Manufacturing and EIZO for FY2021 only accounted for less than 0.5 percent of each of the two companies'
total sales on a consolidated basis.
10. In January 2020, while Ms. Masako Osuna was serving as an Outside Director of Hibiya Engineering, Ltd.,
following an inquiry by the Tokyo Regional Taxation Bureau, an investigation revealed fraudulent activities
by a former employee of that company. Although she was not aware of this matter in advance, she maderecommendations, etc. from the viewpoint of legal compliance at meetings of the Board of Directors andother meetings on a regular basis. Since the incident was discovered, she has been appropriately fulfilling her
responsibilities by making recommendations to strengthen the internal control system and ensure compliancein order to prevent recurrence of the incident.
11. In January 2020, during Ms. Masako Osuna's tenure as an Outside Director (Audit and Supervisory
Committee Member) of The Hokkoku Bank, Ltd., an incident involving the embezzlement of money by aformer employee of the bank came to light. Although she was not aware of this matter in advance, she madesuggestions and provided advice on compliance with laws and regulations, including the prevention of
misconduct incidents, at meetings of the Board of Directors and Audit and Supervisory Committee meetings.
After the incident was uncovered, she appropriately fulfilled her responsibilities, including requesting athorough investigation and strict response, providing proactive advice on how to create a system for early
detection of recurrence prevention measures throughout the organization, ensuring that all employees follow
up on such measures, and auditing the implementation of such measures.

- 15 -

(Reference) Criteria for Independence of External Directors
1. The Board of Directors of EIZO Corporation deems an External Director or a candidate for External
Director to have independence in the event that he/she does not fall under any of the items below inthe current fiscal year and in the previous three (3) fiscal years.
(1) A person executing business operations (*) of EIZO Group’s business partner, its parent
company, or important subsidiary whose transaction amount exceeds two (2) % of theconsolidated net sales of EIZO Group or the business partner.
(2) A person executing business operations of a financial institution or other lenders, or its parent
company or important subsidiary which is indispensable for EIZO Group’s financing and on
which the Group depends to the extent that there is no substitute.
(3) A consultant, accounting professional, or legal professional who has received from EIZOGroup monetary consideration or other properties equivalent to ten (10) million yen or moreduring a year, excluding officers’ remuneration (in case a corporation, association, or otherorganization receives such properties, a person who belongs to such organization).
(4) A person executing business operations of a major shareholder of EIZO Corporation (whoholds ten (10) % or more of the voting rights of the Company directly or indirectly) or its
parent company or important subsidiary.
(5) A representative partner, certified public accountant, partner, or employee of the audit firmthat is the current Accounting Auditor of EIZO Group, or a person who has belonged to theaudit firm that was the Accounting Auditor of EIZO Group during the previous three (3) fiscal
years and was engaged in actual auditing work on EIZO Group.
(6) A person executing business operations or a Corporate Auditor of a company, or its parent
company or subsidiary that accepts Directors from EIZO Group.
(7) A person who has received a donation of ten (10) million yen or more during a year from EIZOGroup (in case a corporation, association, or other organization receives such donation, a
Director of such an organization or a person directly involved in research, education, or otheractivities related to such a donation).
(8) A spouse or relative within the second degree of kinship of a person executing business
operations who falls under any of (1) to (7) above.
(9) Notwithstanding the foregoing, any other person who has special grounds that could give rise
to a conflict of interests with the Company or its general shareholders, preventing him/herfrom fulfilling duties as an independent External Director.
(*) A person executing business operations means a Director (excluding an External Director),
corporate officer, executive officer or other similar person, or employee.
2. In case an External Director ceases to have the independence stipulated in the Criteria, he/she shallnotify the Company immediately.
3. Amendments to the Criteria shall be resolved by the Board of Directors.

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(Reference) Composition of the Board of Directors after this General Meeting of Shareholders●

ManabuArise

Reappointment●

MasaakiSuzukiReappointment◎●

Kazuhiko
Deminami

Reappointment○

HirojiTakinoReappointment

○

○

○

○

●

Toru
Inoue

New
appointment

○

○

○

○

●

MasakoOsuna

New
appointment

○

○

○

○

○

○

◎

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

○

●

●

●

●

●

●

●

●

●

●

Technology

Sustainability

●

SCM*

Reappointment

Masaki
Ebisu

Internal Control /Legal & Compliance

Accounting & Finance●

Reappointment

HR & HR Development

Overseas Business Management●

YoshitakaJitsumori

Audit and Supervisory Committee Member●

New appointment or reappointment

○

Name

Corporate Management

Main specialties

Nomination and Remuneration Advisory Committee

Independent Director

External Director

If Proposal 2 and Proposal 3 are approved and adopted without changes to the original proposal, thecomposition of the Board of Directors after this General Meeting of Shareholders will be as follows.

●*SCM: Supply Chain Management- The above table does not represent all areas of knowledge of each of the Directors.
- A double circle (◎) indicates the chairperson, who is elected by the members of the committee.

- 17 -●

Proposal 4: Determination of Remuneration for Granting Restricted Stock to Directors(excluding Directors serving as Audit and Supervisory Committee Members andExternal Directors)
The amount of remuneration, etc. of the Company's Directors (excluding Directors serving as Audit
and Supervisory Committee Members), including fixed remuneration and performance-linked
remuneration, was approved at the 49th Ordinary General Meeting of Shareholders held on June23, 2016 as an annual amount not exceeding 350 million yen (excluding, however, the employee's
portion of salary for Directors who concurrently serve as employees).
As part of a review of its remuneration system for officers, the Company proposes to grant new
remuneration for the grant of restricted stock to its Directors (excluding Directors serving as Audit
and Supervisory Committee Members and External Directors) (the “Eligible Directors”) within theabove-mentioned remuneration limit for the purpose of providing them with incentives tocontinuously improve the corporate value of the Company and to promote further sharing of value
with shareholders.
The remuneration to be paid to the Eligible Director for the grant of restricted stock under this
proposal shall be a monetary claim, the total amount of which shall not exceed 50 million yen peryear (excluding, however, the employee's portion of salary for Directors who concurrently serve as
employees). The specific timing and allocation of payments to each Eligible Director will be
determined by the Board of Directors after deliberation and report by the Nomination andRemuneration Advisory Committee.
The performance-linked remuneration was approved at the 48th Ordinary General Meeting of
Shareholders held on June 19, 2015 to be within 2% of consolidated operating income for eachfiscal year (with an upper limit of 200 million yen), but with the introduction of this system, the
new upper limit will be 150 million yen, less 50 million yen of the total monetary claims to be
granted with the restricted stock.
Under this plan, the Eligible Directors shall, based on a resolution of the Board of Directors of theCompany, pay all of the monetary claims to be paid under this proposal as assets contributed in
kind and receive the issuance or disposal of common shares of the Company, and the total numberof common shares of the Company to be issued or disposed of as a result thereof shall not exceed
20,000 shares per year. (However, if, after the date of approval of this proposal, a stock split(including gratis allotment of shares of common stock of the Company) or reverse stock split ofshares of common stock of the Company is conducted or any other event requiring adjustment of
the total number of shares of common stock of the Company to be issued or disposed of as restricted
stock occurs, the total number of shares shall be adjusted to a reasonable extent.)
The amount to be paid per share shall be determined by the Board of Directors based on the closing
price of the Company's common stock on the Tokyo Stock Exchange on the business day
immediately preceding the date of each Board of Directors resolution (or the closing price of theimmediately preceding trading day if no trading was effected on that date) to the extent notparticularly favorable to the Eligible Directors who will subscribe for such common stock. In
addition, the issuance or disposal of shares of common stock of the Company and the payment ofmonetary claims as assets contributed in kind as consideration for such issuance or disposal shallbe subject to the execution of a restricted stock allotment agreement (the "Allotment
Agreement") between the Company and the Eligible Director, which shall include the following
details. The maximum amount of remuneration, the total number of shares of the Company's
common stock to be issued or disposed of, and other conditions for the grant of restricted stock to
the Eligible Directors under this proposal have been determined by the Board of Directors after
deliberation and report by the Nomination and Remuneration Advisory Committee, taking into
consideration the aforementioned purpose of introducing this system, the Company's businessconditions, the policy for determining the content of individual remuneration of the Company’s
Directors (If this proposal is approved, the policy will be changed to the contents described inthe [Reference] column below to be consistent with the contents as approved.), and various othercircumstances, and are considered appropriate. With respect to this proposal, the Audit and- 18 -

Supervisory Committee expressed its opinion that the content of the proposal is appropriate.
Currently, there are three (3) Directors (excluding Directors serving as Audit and Supervisory
Committee Members). If Proposal 2, "Election of Three (3) Directors (Excluding Directors Serving
as Audit and Supervisory Committee Members)," is approved and passed as originally proposed,
the number of Directors (excluding Directors serving as Audit and Supervisory Committee
Members) will also be three (3).
[Outline of the Allotment Agreement](1) Transfer Restriction Period
The Eligible Director shall not transfer, grant a security interest in, or otherwise dispose of
the shares of common stock of the Company (the "Transfer Restriction") allotted under the
Allotment Agreement (the "Allotted Shares") during the period from the day he/she receives
the allotment under the Allotment Agreement to the time immediately following his/her
retirement from the position of officer or employee of the Company or its group companies
as predetermined by the Board of Directors of the Company (the "Transfer Restriction
Period").
(2) Treatment upon resignation
If an Eligible Director resigns his/her position as a Director of the Company before theexpiration of a period of approximately one year from the date of commencement ofexecution of duties (the date of the Ordinary General Meeting of Shareholders held in thefiscal year in which the resolution for election as a Director is approved and the acceptanceof office is accepted, and the shares allotted hereunder are granted) to the time immediately
preceding the end of the first Ordinary General Meeting of Shareholders thereafter (the"Service Period"), the Company shall naturally acquire the Allotted Shares without
consideration, unless the resignation is due to death.
(3) Lifting of Transfer Restriction
The Company shall cancel the restriction on transfer of all of the Allotted Shares upon the
expiration of the Transfer Restriction Period, provided that the Eligible Director has
continuously held the position of Director of the Company during the Service Period.
However, in the event that (i) such Eligible Director resigns his/her position as a Director of
the Company before the expiration of the service period due to death, or (ii) such Eligible
Director resigns his/her position predetermined by the Board of Directors of the Company
for justifiable reasons after the expiration of the Service Period but before the expiration of
the Transfer Restriction Period, the Transfer Restriction of the Allotted Shares shall becancelled after making a reasonable adjustment as necessary to the number of Allotted
Shares to be cancelled. In addition, the Company shall naturally acquire the Allotted Sharesfor which the Transfer Restriction has not been lifted for no consideration immediately after
the Transfer Restriction is lifted in accordance with the above provisions.
(4) Treatment in reorganization
Notwithstanding the provisions of (1) above, if, during the Transfer Restriction Period, amerger agreement under which the Company shall become a defunct company, a shareexchange agreement or share transfer plan under which the Company shall become a wholly
owned subsidiary, or any other matters related to organizational restructuring, etc. areapproved at a General Meeting of Shareholders of the Company (however, if suchorganizational restructuring, etc. does not require approval at a General Meeting of
Shareholders of the Company, then the Company's Board of Directors), the Transfer
Restriction shall be lifted prior to the effective date of such reorganizational restructuring,etc., on the number of the Allotted Shares reasonably decided, considering the period fromthe start date of the Transfer Restriction Period to the approval date for such reorganizational
restructuring, etc., by a resolution of the Company’s Board of Directors. In addition, in thecases set forth above, the Company shall naturally acquire the Allotted Shares for which theTransfer Restriction has not been lifted for no consideration as of the time immediately- 19 -

following the lifting of the Transfer Restriction.
(5) Other matters
Other matters concerning the Allotment Agreement shall be determined by the Board of
Directors of the Company.
(Reference)

Policy for Determining the Details of Individual Remuneration, etc. of Directors(Details to be Changed after Approval of this Proposal)

1. Fundamental policy
The Company's basic policy is to set the remuneration of Directors at an appropriate levelbased on the responsibilities and duties of each Director, taking into consideration thefollowing items. The remuneration system shall consist of fixed remuneration, performancelinked remuneration (both as monetary remuneration), and stock-based remuneration as nonmonetary remuneration. The performance-linked remuneration and stock-based
remuneration shall be paid to executive Directors.
1) Motivation for medium- and long-term growth of the Company and sustainableenhancement of corporate value2) Role to fulfill corporate social responsibility3) Business environment, performance, and execution of duties
4) Securing human resources with excellent management skills5) The Company's business content and scale
The method of determining remuneration, etc., and the level of remuneration for eachposition shall be set forth in internal rules to be decided by the Board of Directors after
deliberation and report by the Nomination and Remuneration Advisory Committee, in which
independent External Directors constitute the majority. The specific amount to be paid andthe number of shares to be granted for each fiscal year shall also be determined to the extent
determined by the Board of Directors after deliberation and report by the Nomination andRemuneration Advisory Committee in accordance with the relevant internal rules.
In addition, the remuneration system, remuneration levels, etc. shall be reviewed in a timely
and appropriate manner in response to changes in the business environment and other factors.
2. Policy for determining the amount of remuneration, etc. by individual for fixed remuneration(monetary remuneration), including policy for determining the timing or conditions of granting
remuneration.
The basic remuneration of the Company's Directors shall be a monthly fixed remuneration,
which shall be determined in accordance with their position, responsibilities, and years in
office, taking into consideration the standards of other companies, the Company's
performance, and the level of employee salaries, as well as other factors in a comprehensive
manner.
3. Policy for determining the details and calculation method of the amount or number of
performance-linked and non-monetary remuneration, etc. (including policy for determining thetiming or conditions of granting remuneration)
The Company's performance-linked remuneration and non-monetary stock-based
remuneration shall each consist of the following.
1) Performance-linked remuneration shall be based on the amount of consolidated
operating income for the fiscal year for which it is paid, in order to motivate Directors
to improve their performance and to appropriately reflect the results of each fiscal year.
The amount of performance-linked remuneration shall be calculated by multiplying 2%of consolidated operating income by the number of points stipulated in the internal rules- 20 -

for each position of executive Directors eligible for payment. However, the maximum
total amount shall be 150 million yen. Performance-linked remuneration shall not be
paid if the ratio of consolidated operating income to net sales is less than 2% or if theamount of consolidated net income is less than 1,000 million yen. The calculated
amount of performance-linked remuneration shall be paid as Directors' bonuses eachyear after the Ordinary General Meeting of Shareholders following the end of the fiscal
year.
2) Stock-based remuneration shall be granted to executive Directors who are determinedby the Board of Directors as restricted stock with a certain Transfer Restriction Period
in order to share value with shareholders and to provide an incentive to continuously
improve corporate value. The total amount and total number of shares of stock-based
remuneration per fiscal year shall be determined by the Board of Directors, with the
maximum amount of 50 million yen and 20,000 shares. The specific amount of stockbased remuneration shall be calculated based on the points stipulated in the internal
rules for each position of executive Directors who are eligible for payment. The numberof shares to be granted shall be calculated based on the trading price on the stock
exchange so that the amount to be paid per share will not be particularly favorable tothe executive Directors.
The timing of the granting of stock-based remuneration shall be determined by aresolution of the Board of Directors after the Ordinary General Meeting of Shareholders
following the end of the fiscal year. Directors who have been granted shares of stock
shall not transfer, grant a security interest in, or otherwise dispose of such shares until
they retire from their positions as officers or employees of the Company or its groupcompanies, as previously determined by the Board of Directors.
4. Policy on determining the ratio of the amounts of fixed remuneration, performance-linked
remuneration, and stock-based remuneration, etc. to the amount of remuneration, etc. forindividual Directors
Performance-linked remuneration shall be based on the amount of consolidated operating
income for the fiscal year for which the remuneration is paid, and the higher the position, thehigher the weight of the performance-linked remuneration. The Board of Directors will
determine the appropriate allocation of stock-based remuneration as long-term incentive
remuneration. The specific calculation method of the amount of performance-linked
remuneration and the amount of stock-based remuneration is as described in 3 above, andthe ratio of performance-linked remuneration to the total amount of fixed remuneration,
performance-linked remuneration and stock-based remuneration (total amount of
remuneration) generally ranges from 0% to 50%, and the ratio of stock-based remuneration
to the total amount of remuneration generally ranges from 0% to 25%, depending on
performance.
5. Other important matters concerning the determination of the details of remuneration, etc. forindividual Directors
The details, calculation method and amount of remuneration, etc. for each individual
Director shall all be in accordance with internal rules established by the Board of Directors
after deliberation and report by the Nomination and Remuneration Advisory Committee. The
determination of the specific amount of fixed remuneration for each individual shall bedelegated to and finally determined by the CEO in accordance with the relevant internal rules.
The scope of delegation to the CEO shall be determined by the Board of Directors, subject
to the report of the Nomination and Remuneration Advisory Committee.

- 21 -