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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities Code 7701)
June 6, 2016
To Shareholders with Voting Rights:
Teruhisa Ueda
President and Representative Director
SHIMADZU CORPORATION
1, Nishinokyo Kuwabara-cho, Nakagyo-ku,
Kyoto, JapanNOTICE OF
THE 153RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
You are cordially invited to attend the 153rd Annual General Meeting of Shareholders of SHIMADZUCORPORATION (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing (by submitting theenclosed Voting Rights Exercise Form) or by electromagnetic means (via the Internet etc.). Please review theattached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:00
p.m. on Tuesday, June 28, 2016, Japan standard time.
1. Date and Time:

Wednesday, June 29, 2016 at 10:00 a.m. Japan standard time

2. Place:

Main Hall at the Head Office
1, Nishinokyo Kuwabara-cho, Nakagyo-ku, Kyoto, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the 153rd Fiscal
Year (April 1, 2015 - March 31, 2016) and results of audits by the Accounting
Auditor and the Board of Corporate Auditors of the Consolidated Financial
Statements
2. Non-consolidated Financial Statements for the 153rd Fiscal Year (April 1, 2015
- March 31, 2016)
Matters to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Nine (9) Directors
Proposal 2:
Election of One (1) Corporate Auditor
Proposal 3:
Election of One (1) Substitute Corporate Auditor
Proposal 4:-1-

4. Instructions for the Exercise of Voting Rights(1) Exercise of voting rights in writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it to us by 5:00 p.m. on Tuesday, June 28, 2016.
(2) Exercise of voting rights by electromagnetic means (via the Internet etc.)
Please refer to the “Guide to the Exercise of Voting Rights by Electromagnetic Means (via the Internetetc.)”on the next page and exercise your voting rights on the Company’s designated website(http://www.evote.jp) by 5:00 p.m. on Tuesday, June 28, 2016.
(3) Handling of duplicate voting
1) If the voting rights are exercised both in writing and by electromagnetic means and the vote for thesame proposal differs, the exercise of voting rights by electromagnetic means shall be deemed valid.
2) If the voting rights are exercised by electromagnetic means multiple times and the vote for the same
proposal differs, the last exercise of voting rights shall be deemed valid.

◎◎◎

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Of the documents required to be appended to this Notice of Convocation as attachments, the Consolidated
Statement of Changes in Net Assets and the Notes to the Consolidated Financial Statements, which are partof the Consolidated Financial Statements, and the Statement of Changes in Net Assets and the Notes to the
Non-consolidated Financial Statements, which are part of the Non-consolidated Financial Statements, havebeen posted on the Company’s website (http://www.shimazdu.co.jp/) in accordance with laws andregulations and Article 15 of the Articles of Incorporation of the Company, and are therefore not included in
the attached documents. The Consolidated Statement of Changes in Net Assets and the Notes to theConsolidated Financial Statements as well as the Statement of Changes in Net Assets and the Notes to the
Non-consolidated Financial Statements were audited by the Accounting Auditor and the Board of Corporate
Auditors as part of the Consolidated Financial Statements and the Non-consolidated Financial Statements in
preparing the Audit Report.
Should matters to be described in the Reference Documents for the General Meeting of Shareholders require
revisions, the revised versions will be posted on the Company’s website (http://www.shimadzu.co.jp/).

-2-

Guide to the Exercise of Voting Rights by Electromagnetic Means (via the Internet etc.)
If you exercise your voting rights via the Internet, please check the following items.
If you are attending the meeting, it is unnecessary to exercise your voting rights in writing or by electromagnetic
means (via the Internet etc.).
1. Exercise of Voting Rights Website(1) Exercising your voting rights via the Internet is possible only by accessing the Company’s designatedwebsite (http://www.evote.jp), from a computer, smartphone, and/or mobile phone (i-mode, EZweb,
or Yahoo! Keitai). (Please note that the website is unavailable from 2:00 a.m. to 5:00 a.m. every day.)* “i-mode”, “EZweb”, and “Yahoo!” are trademarks or registered trademarks of NTT DOCOMO Inc.,
KDDI CORPORATION and Yahoo! Inc. (U.S.) respectively.
(2) In some cases, you may not be able to use the website for exercising voting rights, depending upon the
network environments at accessing the Internet (*), the service and/or the equipment you are using.
(*) the use of a firewall, the use of antivirus software, the use of a proxy server, and/or unavailabilityof TLS encrypted transmission etc.
(3) To exercise your voting rights on mobile phones, please use i-mode, EZweb, or Yahoo! Keitai services.
For security reasons, you cannot vote by a mobile phone that does not have the function of TLS
encrypted transmission or transmission of phone ID information.
(4) Exercising voting rights via the Internet is available until 5:00 p.m. on Tuesday, June 28, 2016.
Shareholders are requested to do so as early as possible. If you have any questions, please contact our
Help Desk.
2. Exercise of Voting Rights via the Internet(1) Please enter your “Login ID” and “Temporary Password”, both of which are noted on the Voting Rights
Exercise Form and follow the instruction on your computer screen to exercise your voting rights.
(2) To prevent unauthorized access by persons who are not qualified shareholders (“impersonation”) andmanipulation of voting details, please be aware that shareholders using this site will be asked to change
their temporary passwords.
(3) You will be provided with a new “Login ID” and “Temporary Password” each time a General Meetingof Shareholders in convened.
3. Fees for Accessing the Exercise of Voting Rights Website
Any fees (such as Internet access fees, telephone charges, packet transmission fees etc.) will be borne byshareholders.
For inquiries about the system and other matters, contact:
Securities Business Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Phone: (0120) 173-027 (Toll Free) (available from 9:00 to 21:00) (Japan only)<Electronic Platform for Exercising Voting Rights>
Institutional investors can use the Electronic Voting Platform operated by ICJ, Inc. if they submit anapplication to do so in advance.

-3-Reference Documents for the General Meeting of
Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
The Company views the return of profits to shareholders as a key management objective. The Company’s
basic policy is to maintain stable dividends while taking into consideration earnings performance and cash
flows comprehensively.
With respect to the appropriation of surplus (year-end dividend) for the fiscal year ended March 31, 2016,
taking into consideration the earnings performance for the year and business development from now on, theCompany proposes payment of a dividend of 9 yen per share as shown below. Combined with the interim
dividend, the total annual dividend will be 18 yen per share, an increase of 5 yen from the previous fiscal year.
1. Type of dividend property
Cash
2. Matters related to the Allotment of dividend property to shareholders and the total amount
9 yen per share of common stock of the Company
Total amount: 2,653,555,698 yen
3. Effective date of distribution of surplus
June 30, 2016
Proposal 2:

Election of Nine (9) Directors

The terms of office of all eight (8) Directors will expire at the closing of this Annual General Meeting of
Shareholders. Accordingly, the Company proposes the election of nine (9) Directors, thereby increasing thenumber of Directors by one (1), in order to strengthen corporate governance.
The candidates for Director are as follows.
No.

Name
(Date of birth)

Career summary, positions and responsibilities,
and significant concurrent positions
April 1969
June 2001
June 2005
June 2007
June 2009
June 2013
June 2015

1

Number ofshares of theCompany held

Joined the Company
Director
Managing Director
Senior Managing Director
57,235President and Representative Director
CEO
Chairman and Representative Director (topresent)
Akira Nakamoto
June 2015
Chairman of the Board (to present)(November 25, 1945) [Reasons for nomination as a candidate for Director]
Mr. Akira Nakamoto assumed the position as Chairman and Representative Director in
June 2015. As the Chairman of the Board, he is running the Board appropriately and is
striving to enhance corporate value by strengthening corporate governance. Mr. Nakamoto
served as the President for six years from 2009 to 2015 and has profound insight,
abundant experience and a distinguished track record. Therefore, the Company expects
that Mr. Nakamoto is suitable to serve as a Director in order to strengthen the Board’sfunctions for decision-making on important matters and for monitoring and oversight ofbusiness execution, and has nominated him again as a candidate for Director.

-4-

No.

Name
(Date of birth)

Career summary, positions and responsibilities,
and significant concurrent positions
April 1982
June 2007
June 2007

2

Teruhisa Ueda
(May 14, 1957)

3

Satoru Suzuki(January 10, 1955)

Number ofshares of theCompany held

Joined the Company
Corporate Officer
Deputy General Manager, Analytical and
Measuring Instruments Division
June 2011
Director
June 2011
General Manager, Analytical and Measuring
13,344
Instruments Division
June 2013
Managing Executive Officer
June 2014
Senior Managing Executive Officer
June 2015
President and Representative Director (topresent)
June 2015
CEO (to present)[Reasons for nomination as a candidate for Director]
Mr. Teruhisa Ueda assumed the position as President and Representative Director in June
2015. Responsible for business execution of the Group as the CEO, Mr. Ueda isspearheading the implementation of the medium-term management plan and is striving toenhance corporate value. Mr. Ueda served as the General Manager of Analytical and
Measuring Instruments Division from 2011 to 2015 and led the development of thisbusiness with strong leadership. Based on his abundant experience and track record, theCompany expects that Mr. Ueda is suitable to serve as a Director for the Group to achieve
further growth and enhance corporate value toward realization of the vision of becoming a“True Global Business,” and has nominated him again as a candidate for Director.
March 1978
Joined the Company
April 2004
Deputy General Manager, Medical Systems
Division
April 2005
Vice President, Shimadzu Precision Instruments
Inc. (U.S.)
June 2007
Director
June 2007
General Manager, Medical Systems Division
June 2012Managing Executive Director
12,813June 2012
In charge of Research and Development (topresent)
June 2013
Director (to present)
June 2013
Senior Managing Executive Officer
June 2015
Senior Corporate Executive Officer (to present)
June 2015
Assistant to President &CEO (to present)
June 2015
In charge of Risk Management and CS
Management (to present)[Reasons for nomination as a candidate for Director]
Mr. Satoru Suzuki assumed the position as Senior Corporate Executive Officer in June
2015. Serving as the Assistant to President and the head of Risk Management, Technology
Research, and CS (division responsible for quality assurance and promoting enhancementof customer satisfaction), he is fulfilling accountability to the Board and is involved indecision-making on important business execution. Mr. Suzuki was involved inmanagement of an overseas subsidiary of the Company and served as General Manager ofMedical Systems Division. Based on his abundant experience and track record, theCompany expects that Mr. Suzuki is suitable for serving as a Director in order to enhance
corporate value toward realization of the vision of becoming a “True Global Business,”and has nominated him again as a candidate for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions and responsibilities,
and significant concurrent positions
April 1979
June 2005

4

5

6

Number ofshares of theCompany held

Joined the Company
General Manager, International Marketing
Division
June 2007
Corporate Officer
June 2009
General Manager, Corporate Strategy Planning
Department
June 2012
Director (to present)
16,038June 2012
In charge of Corporate Strategy Planning &Investor Relations (to present)
June 2013
Managing Executive Officer
Hiroshi Fujino
June 2013
In charge of Public Relations (to present)
June
2015
Senior Managing Executive Officer (to present)(June 21, 1955)
June 2015
In charge of Global Environmental Management(to present)[Reasons for nomination as a candidate for Director]
Mr. Hiroshi Fujino assumed the position as Senior Managing Executive Officer in June
2015. Mainly responsible for corporate strategy planning, he is fulfilling accountability to
the Board and is involved in decision-making on important business execution. Based on
his abundant experience abroad and knowledge, the Company expects that Mr. Fujino issuitable for serving as a Director in order to enhance corporate value toward realization of
the vision of becoming a “True Global Business,” and has nominated him again as a
candidate for Director.
April 1980
Joined the Company
April 2005
General Manager, Corporate Strategy Planning
Department
June 2007
Corporate Officer
13,246
June 2009
President, Shimadzu Europa GmbH (Germany)
June 2013
Director (to present)
June 2013
Managing Executive Officer (to present)
June 2013
In charge of Finance & Marketing (to present)
Yasuo Miura
June 2015
General Manager, Tokyo Office (to present)(April 25, 1957)[Reasons for nomination as a candidate for Director]
Mr. Yasuo Miura assumed the position as Managing Executive Officer in June 2013. As
the head of Accounting and Sales, Mr. Miura is fulfilling accountability to the Board andis involved in decision-making on important business execution. Based on his experiencein sales operations and management of an overseas subsidiary and knowledge, theCompany expects that Mr. Miura is suitable for serving as a Director in order to enhance
corporate value toward realization of the vision of becoming a “True Global Business,”and has nominated him again as a candidate for Director.
April 1980
Joined the Company
October 2003
General Manager, Legal Department
June 2007
Corporate Officer
June 2009
Director
June 2009
In charge of General Administration (to present)
29,835June 2011
In charge of Internal Control, Jointly in charge of
Risk Management (to present)
June 2012
In charge of Legal Affairs (to present)
June 2013
Senior Managing Executive Officer (to present)
Katsutoshi Nishihara June 2013
In charge of Human Resources (to present)
June
2015
Director (to present)(July 14, 1954)[Reasons for nomination as a candidate for Director]
Mr. Katsutoshi Nishihara assumed the position as Managing Executive Officer in June
2013. As the head of Personnel, Law, General Affairs and Internal Control and thesubhead of Risk Management, Mr. Nishihara is fulfilling accountability to the Board andis involved in decision-making on important business execution. Based on his abundant
experience of corporate administrative operations over many years and knowledge, theCompany expects that Mr. Nishihara is suitable for serving as a Director in order toenhance corporate value toward realization of the vision of becoming a “True Global
Business,” and has nominated him again as a candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, positions and responsibilities,
and significant concurrent positions
April 1993
April 1993

7

8

9

Number ofshares of theCompany held

Registered as attorney-at-law
Joined Mori Sogo Law Office (currently Mori
Hamada & Matsumoto) (to present)0June 2013
Director of the Company (to present)[Significant concurrent position]
Visiting professor, Graduate Schools for Law and Politics, The
University of Tokyo
Minoru Sawaguchi[Reasons for nomination as a candidate for Director]
Mr. Minoru Sawaguchi has profound insight about management and oversight capabilities(July 23, 1966)
based on his abundant experience in corporate legal affairs and corporate governance andOutside Director
is overseeing the Company’s management appropriately. The Company judges that Mr.
Sawaguchi is suitable for serving as a Director overseeing management in order toachieve continuous enhancement of corporate value of the Company and selected him
again as a candidate for Director. Although Mr. Sawaguchi has no experience of
involvement in corporate management other than serving as an Outside Director, theCompany expects that Mr. Sawaguchi is capable of performing duties as an Outside
Director appropriately for the reasons stated above.
April 1969
Joined Asahi Chemical Industry Co., Ltd.
(currently Asahi Kasei Corporation)
June 2000
Director, Asahi Kasei
April 2009
Vice-Presidential Executive Officer, Asahi Kasei
June 2009
Director, Asahi Kasei
April 2010
President & Representative Director, Presidential
1,410
Executive Officer, Asahi Kasei
April 2014
Vice Chairman, Asahi Kasei
June 2014
Director of the Company (to present)
Taketsugu Fujiwara
June 2015
Standing Counsellor, Asahi Kasei (to present)(February 19, 1947)[Significant concurrent positions]
Outside Director
Outside Director, KOKUYO Co., Ltd.
Outside Director, IHI Corporation[Reasons for nomination as a candidate for Director]
Mr. Taketsugu Fujiwara has abundant experience and extensive insight as a manager
through his involvement in management of a global company over many years and isoverseeing the Company’s management appropriately. The Company expects that Mr.
Fujiwara is suitable for serving as a Director overseeing management in order to achieve
continuous enhancement of corporate value of the Company and has nominated him again
as a candidate for Director.
April 1977
Joined Procter & Gamble Sunhome Co., Ltd.
(currently Procter & Gamble Japan K.K.)
January 1998
Vice President, In charge of Corporate New
Ventures, Asia, The Procter & Gamble Company(U.S.)March 2001
President and Representative Director, Dyson
Ltd.
0
April 2004
President and Representative Director, Chief
Operating Officer, Toys"R"Us-Japan, Ltd.
Hiroko Wada
November 2004 Established Office WaDa (to present)(May 4, 1952)
May 2009
Outside Director, Aderans Holdings Co., Ltd.
New candidate(currently Aderans Co., Ltd.)
Outside Director
April 2016
Advisor, Nutraceuticals Division, Otsuka
Pharmaceutical Co., Ltd. (to present)[Reasons for nomination as a candidate for Director]
Ms. Hiroko Wada has abundant international experience. After serving as the head ofJapanese subsidiaries of international companies, Ms. Wada established her own company
and has a diverse management track record and extensive insight. The Company expects
that Ms. Wada is suitable for serving as a Director overseeing management in order toachieve continuous enhancement of corporate value of the Company and has nominatedher as a new candidate for Director.

-7-

(Notes)
1. There are no special interests between each candidate for Director and the Company.
2. Mr. Minoru Sawaguchi, Mr. Taketsugu Fujiwara, and Ms. Hiroko Wada are candidates for Outside Directors as stipulated
in Article 2 Item 15 of the Companies Act.
3. During the 153rd Term during which Mr. Minoru Sawaguchi and Mr. Taketsugu Fujiwara served as the Company’s
Outside Directors, concerning a repair contract of the Aircraft Equipment Division with the Ministry of Defense, acertain problem with execution of the contract was found as a result of internal investigation. Serving as Directors, they
had been providing recommendations from the viewpoint of legal compliance. After detection of said fact, they
demanded a thorough investigation and provided recommendations for strengthening the internal control system toprevent recurrence and to ensure compliance.
4. Mr. Minoru Sawaguchi will have served as Outside Director of the Company for three years at the conclusion of thisAnnual General Meeting of Shareholders.
Mr. Tatetsugu Fujiwara will have served as Outside Director of the Company for two years at the conclusion of thisAnnual General Meeting of Shareholders.
5. 1) The Company has entered into an agreement with both Mr. Minoru Sawaguchi and Mr. Taketsugu Fujiwara tolimit their liability pursuant to Article 423 Paragraph 1 of the Companies Act. The maximum amount of liability
pursuant to the agreement is the minimum amount stipulated by laws and regulations if they are without knowledge
and are not grossly negligent in performing their duties.
2) The Company intends to enter into an agreement with Ms. Hiroko Wada to limit her liability pursuant to Article 423
Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the minimum
amount stipulated by laws and regulations if she is without knowledge and is not grossly negligent in performing her
duties.
6. Mr. Minoru Sawaguchi, Mr. Taketsugu Fujiwara, and Ms. Hiroko Wada satisfy the requirements for independent officers
prescribed by the Tokyo Stock Exchange and the independence standards for Outside Directors and Outside Corporate
Auditors specified by the Company. The independence standards for Outside Directors and Outside Corporate Auditors
specified by the Company are available on Page 11.

-8-

Proposal 3:

Election of One (1) Corporate Auditor

The term of office of Corporate Auditor Mr. Takashi Iida will expire at the closing of this Annual General
Meeting of Shareholders. Accordingly, the Company proposes the election of one (1) Corporate Auditor.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidate for Corporate Auditor is as follows.
Name(Date of birth)

Career summary, positions, and significant concurrent positions

Number ofshares of theCompany held

April 1974
April 1974

Registered as attorney-at law
Joined Mori Sogo Law Office (current Mori Hamada& Matsumoto)
April 1997
Executive Governor, Japan Federation of Bar
Associations
April 2006
Chairman, Daini Tokyo Bar Association
April 2006
Vice President Chairman, Japan Federation of Bar
2,000
Associations
January 2012 Established Kowa Law Office (to present)
June 2012
Corporate Auditor of the Company (to present)[Significant concurrent positions]Takashi Iida
Outside Director, Alps Electric Co., Ltd.
Outside Corporate Auditor, Nippon Telegraph and Telephone(September 5, 1946)
Corporation
Outside Corporate Auditor[Reasons for nomination as a candidate for Outside Corporate Auditor]
Mr. Takashi Iida has a wealth of knowledge and experience as an attorney-at-law over many
years. Capitalizing on his abundant experience as a manager of a law firm and an outside
director and outside audit & supervisory board member of other companies, Mr. Iida
vigorously expresses his opinions at meetings of the Board of Directors of the Company andis fulfilling his role and responsibilities as a Corporate Auditor. The Company expects that
Mr. Iida is suitable for serving as a Corporate Auditor strengthening corporate governance of
the Company and selected him again as a candidate for Corporate Auditor. Although Mr.
Iida has no experience of involvement in corporate management, the Company believes that
Mr. Iida is capable of performing duties as an Outside Corporate Auditor appropriately forthe reasons stated above.
(Notes)1. There are no special interests between the candidate for Corporate Auditor and the Company.
2. Mr. Takashi Iida is a candidate for Outside Auditor as stipulated in Article 2 Item 16 of the Companies Act.
3. On January 25, 2013, which was during the term of office of Mr. Takashi Iida as the Company’s Outside Corporate
Auditor (150th Term), the Company was suspended from participating in contracts with the Ministry of Defense because
it was found that the Company had overcharged the ministry by reporting more-than-actual labor hours concerning acontract with the Ministry of Defense for aircraft equipment. During the 153rd Term during which Mr. Takashi Iida
served as the Company’s Outside Corporate Auditor, concerning a repair contract of the Aircraft Equipment Division
with the Ministry of Defense, a certain problem with execution of the contract was found as a result of internal
investigation. As a Corporate Auditor, Mr. Iida had been providing recommendations from the viewpoint of legal
compliance. In both cases, after detection of said facts, he demanded a thorough investigation in order to clarify theentire matter and identify root causes and provided recommendations for strengthening the internal control system toprevent recurrence and to ensure compliance.
4. Mr. Takashi Iida will have served as Outside Corporate Auditor of the Company for four years at the conclusion of thisAnnual General Meeting of Shareholders.
5. The Company has entered into an agreement with Mr. Takashi Iida to limit his liability pursuant to Article 423 Paragraph
1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the minimum amount stipulated
by laws and regulations if he is without knowledge and is not grossly negligent in performing his duties.
6. Mr. Takashi Iida satisfies the requirements for independent officers prescribed by the Tokyo Stock Exchange and the
independence standards for Outside Corporate Auditors specified by the Company. The independence standards for
Outside Corporate Auditors specified by the Company are available on Page 11.

-9-

Proposal 4:

Election of One (1) Substitute Corporate Auditor

In order to ensure that the number of incumbent Outside Corporate Auditors does not fall short of that
required by laws and regulations, the election of one (1) substitute Corporate Auditor is proposed.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidate for substitute Corporate Auditor is as follows.
Name(Date of birth)

Career summary and significant concurrent positions

Number ofshares of theCompany held

April 1984
April 2009

Masato Murouchi(February 19, 1961)
Substitute Outside
Corporate Auditor

Joined Dai Nippon Toryo Co., Ltd. (DNT)
General Manager, Specialty Business Department,
Specialty Business Division, DNT
October 2010 General Manager, Technical Planning Department,
Technical Development Division, DNTApril 2011
General Manager, New Business Creation Department,
Specialty Business Division, DNT
0April 2012
Executive Officer, DNTApril 2012
Deputy General Manager, Technical Development
Division, DNTApril 2014
General Manager, Technical Development Division,
DNT
June 2014
Director, DNT (to present)
April 2016
Head of Technical Development Division (to present)[Reasons for nomination as a candidate for substitute Outside Corporate Auditor]
Mr. Masato Murouchi serves as a director of Dai Nippon Toryo Co., Ltd. Based on his
experience of involvement in DNT’s management, the Company expects that Mr. Murouchi
can fulfill the role of the Company’s Outside Corporate Auditor, and therefore has
nominated him as a new candidate for substitute Outside Corporate Auditor.

(Notes)1. There are no special interests between the candidate for substitute Outside Corporate Auditor and the Company.
2. Mr. Masato Murouchi is a candidate for substitute Outside Corporate Auditor.
3. The Company intends to enter into an agreement with Mr. Masato Murouchi to limit his liability pursuant to Article 423
Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement will be the minimum
amount stipulated by laws and regulations if he is without knowledge and is not grossly negligent in performing his
duties.
4. Mr. Masato Murouchi satisfies the requirements for independent officers prescribed by the Tokyo Stock Exchange andthe independence standards for Outside Corporate Auditors specified by the Company. The independence standards for
Outside Corporate Auditors specified by the Company are available on Page 11.

- 10 -

(Reference) Independence Standards for Outside Directors and Outside Corporate Auditors
An Outside Director or an Outside Corporate Auditor (including candidates for such posts) is considered
independent and is unlikely to have any conflicts of interest with general shareholders if none of the following
applies.
(1) A person for whom the Company is a major business partner (i.e. a person who received payments fromthe Company that represent 2% or more of its annual consolidated sales for the most recent fiscal year), oran executive officer thereof(2) A major business partner of the Company (i.e. a person who made payments to the Company that represent
2% or more of the Company’s annual consolidated sales for the most recent fiscal year), or an executive
officer thereof(3) A consultant, accounting professional, or legal professional who has received a large amount of monetaryconsideration or other property (10 million yen or more in the most recent fiscal year) from the Company
besides compensation as a Director or a Corporate Auditor (If the person who has received such property isan organization such as a corporation or a union, a person who is affiliated with such organization)(4) A person to whom any of the items (1) through (3) applies during the most recent 12 months(5) A second-degree relative or closer of a person listed in items 1) through 3) below (excluding immaterial
persons)
1) A person listed in items (1) through (4) above
2) An executive officer of a subsidiary of the Company (including a director who does not serve as an
executive officer in the case of designation of an Outside Corporate Auditor as an independent officer)
3) A person to whom 2) applied during the most recent 12 months or who was an executive officer of theCompany (including a director who does not serve as an executive officer in the case of designation ofan Outside Corporate Auditor as an independent officer) during the most recent 12 months- 11 -