(Securities Identification Code: 6856)
2 Miyanohigashi-cho, Kisshoin, Minami-ku,
Kyoto-shi
HORIBA, Ltd.
Masayuki Adachi, President & COO
March 6, 2020

Notice of the 82nd Ordinary General Meeting of Shareholders

Dear Shareholders,
HORIBA, Ltd. (“the Company”) would hereby like to inform you that the 82nd Ordinary
General Meeting of Shareholders (“the Meeting”) will be held as set forth below. We would be grateful if
you could attend the Meeting.
If you are unable to attend the Meeting, you can still exercise your voting rights in writing orby electronic means (over the Internet, etc.). Please read the Reference Documents for the General
Meeting of Shareholders that are described below, and exercise your voting rights by 5 p.m. on Friday,
March 27, 2020.

1.

Date and Time:

Saturday, March 28, 2020, from 10 a.m.
(the reception starts 9 a.m.)2.

Location:

Auditorium of the Company, 2 Miyanohigashi-cho, Kisshoin,
Minami-ku, Kyoto-shi(please refer to the information map for the General Meeting of
Shareholders venue attached at the end of the Documents)

3.

Objectives of the Meeting:Items to be Reported:
1.
The Business Report, the Consolidated Financial Statements, and theaudit results of the Consolidated Financial Statements by the
Accounting Auditors and the Board of Corporate Auditors for the82nd Fiscal Term (from January 1, 2019 to December 31, 2019)
2.
The Non-Consolidated Financial Statements for the 82nd Fiscal Term(from January 1, 2019 to December 31, 2019)
Items to be Resolved:
Agenda 1
Election of eight (8) Directors
Agenda 2
Election of three (3) Corporate Auditors
Agenda 3
Election of two (2) substitute Corporate Auditors

Exercise of voting rights by postal mailPlease indicate your approval or disapproval for each of the proposals in the space provided on
the ballot and return it to the Company so it is received by 5 p.m., Friday, March 27, 2020.
Exercise of voting rights by electronic means (such as Internet)
Please access the website (https://www.web54.net) which the Company has designated forexercising voting rights and enter your approval or disapproval for each proposal by following the
instructions on the screen, using the “voting rights exercise code” and “password” printed on the enclosed
ballot. We would ask you to do this by 5 p.m. on Friday, March 27, 2020.
With regard to the exercise of voting rights over the Internet, please be advised to read “Guide
for the Exercise of Voting Rights via the Internet” in the last page.
If you exercise your voting rights by the voting card and by electronic means, only the exercise
of voting rights conducted by electronic means will be valid.

1.
2.

When you attend the Meeting, please hand in the enclosed ballot at the reception.
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

3.

4.

designating one proxy who is another shareholder of the Company with a voting right inaccordance with the articles of incorporation. In this case, however, please submit adocument to prove the proxy voting right.
Among the documents provided by the Company on the occasion of this meeting notice
are the Statement of Changes in Consolidated Shareholders’ Equity and the Notes to theConsolidated Financial Statements in the consolidated financial statements; and theStatement of Changes in Shareholders’ Equity and the Notes to Non-Consolidated
Financial Statements in the non-consolidated financial statements, all of which areposted on the Company’s website, (https://www.horiba.com/jp/investorrelations/shareholders-meeting/), pursuant to applicable laws and regulations andArticle 18 of the articles of incorporation. Accordingly, these materials are not among
the documents attached to this meeting notice. Moreover, the Statement of Changes inConsolidated Shareholders’ Equity and the Notes to the Consolidated Financial
Statements in the consolidated financial statements, as well as the Statement of Changes
in Shareholders’ Equity and the Notes to Non-Consolidated Financial Statements in the
non-consolidated financial statements have collectively undergone audits as one part ofthe preparation of the Consolidated Financial Statements by the Accounting Auditors,
and the preparation of the Non-Consolidated Financial Statements by the Corporate
Auditors.
Upon occurrence of circumstances resulting in the need for amendment of Reference
Documents for the General Meeting of Shareholders , business reports, consolidated
financial statements or financial statements, the items of amendment shall be posted on
the Company’s website, (https://www.horiba.com/jp/investor-relations/shareholdersmeeting/), following the said revisions.

Reference Documents for the General Meeting of Shareholders

Agendas and Reference Information
Agenda 1: Election of eight (8) Directors
The terms of office of all eight (8) Directors will expire at the conclusion of this Ordinary General
Meeting of Shareholders. We would like to ask you to elect eight (8) Directors.
Candidates for Directors are as follows.
Number of
Career Summary
Candidate
Name
Shares of the[Positions, assignment and representation of other
Number(Date of birth)Company
corporations]
Held
September 1972 Entered 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 theCompany
June 1989
Director of STEC Co., Ltd. (present
HORIBA STEC, Co., Ltd.)
January 1992
President of the Company
Atsushi Horiba
June 1995
President of STEC Co., Ltd. (present
1,040,591(February 5,
HORIBA STEC, Co., Ltd.)1948)
August 2002
Chairman of HORIBA INSTRUMENTS(SHANGHAI) Co., Ltd.
June 2005
Chairman, President & CEO of the1
Company
April 2016
Chairman of HORIBA STEC, Co., Ltd.
(to present)
January 2018
Chairman & Group CEO of theCompany (to present)[Representation of other corporations]
Chairman of HORIBA STEC, Co., Ltd.
Outside Director of SoftBank Corp.
[Reason for Recommendation as Candidates for Corporate Director Positions]
The candidate served as President & CEO of the Company over the 26-year period from1992 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 of the overall HORIBAGroup while otherwise accumulating rich management experience. In view of this solidbackground and further strengthening the Group solidarity and global development, thecandidate is considered highly qualified to remain in the capacity of Director, with his
reappointment to that position hereby requested.

Candidate
NumberName(Date of birth)

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

February 2002
June 2002
June 2004
June 2005

Juichi Saito(February 10,
1958)

June 2008
January 2012

March 2013
2
March 2016
January 2018
April 2018

Entered the Company
General Manager of the Engine
Measurement Planning & Development
Department of the Company
President of HORIBA Instruments
Incorporated
Corporate Officer of the Company
Director of STEC, Co., Ltd. (present
HORIBA STEC Co., Ltd.)
Director of the Company (to present)
Managing Director of HORIBA STEC
Co., Ltd.
Executive Vice President of HORIBASTEC, Co., Ltd.
General Manager of Corporate &Segment Strategy Division of theCompany
Executive Vice President of theCompany
Executive Vice President andRepresentative Director of the Company
Executive Vice Chairman & GroupCOO of the Company (to present)
President of HORIBA Europe Holding
SASU (to present)

Number of
Shares of theCompanyHeld17,506[Representation of other corporations]
President of HORIBA Europe Holding SASU (to present)[Reason for Recommendation as Candidates for Corporate Director Positions]
As General Manager of the Corporate & Segment Strategy Division, the candidate has
attained extensive experience in promoting operations with the key focus on businessstrategies, corporate acquisition and other sectors. He has likewise built up an impressive
overseas track record through engaging in management duties of the Company’s U.S.
subsidiary and other assignments, further supporting the view that he is fully capable ofunifying the overall Group in promoting programs of renewed global development as theGroup COO from 2018. In view of this, his continued appointment to the post of Director isdesired.

Candidate
NumberName(Date of birth)

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

Masayuki
Adachi(November 1,
1962)
3

Entered the Company
General Manager of Emission Analysis
R&D Department of the Company
March 2003
General Manager of Engine
Measurement Systems Division of theCompany
September 2005 General Manager of Automotive Test
Systems Division of the Company
June 2006
Corporate Officer of the Company
January 2007
President of HORIBA International
Corporation (present HORIBA
Instruments Incorporated)
April 2010
Senior Corporate Officer of theCompany
January 2011
General Manager of Research &Development Division & R & D
Steering Committee of the Company
March 2014
Director of the Company
April 2014
President of HORIBA Jobin Yvon SAS.
(present HORIBA FRANCE SAS)
January 2016
Chairman of Supervisory Board of
HORIBA Jobin Yvon SAS. (present
HORIBA FRANCE SAS) (to present)
March 2016
Senior Managing Director of theCompany
January 2018
President & COO of the Company (topresent)

Number of
Shares of theCompanyHeld12,649[Representation of other corporations]
Chairman of Supervisory Board of HORIBA FRANCE
SAS[Reason for Recommendation as Candidates for Corporate Director Positions]
The candidate has achieved far-reaching experience in the R & D Division of the Company,
while likewise excelling in overseas management assignments at the Company’s subsidiaries
in the United States and France and engaging in management duties of the Company as
President & COO of the Company from 2018. These and other factors support the judgmentof his ability to further enhance the Company’s technical prowess and propel the HORIBAGroup to even greater successes, resulting in the request for the candidate’s continued
appointment to the position of Director.

Candidate
Number4

Name(Date of birth)

Career Summary[Positions, assignment and representation of othercorporations]

Number of
Shares of theCompany
Held

April 1988
Entered 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
Masao Okawa January 2017Retired from Bank of Japan(March 13,
January 2017
Entered the Company
1966)
Senior Corporate Officer of theCompany
March 2017
General Manager of General
Administration Division & Tokyo
Branch Manager of the Company (topresent)
March 2018
Managing Director of the Company (topresent)[Reason for Recommendation as Candidates for Corporate Director Positions]

10,579In view of the candidate’s global experience compiled during his previous service at a
topflight financial institution, it is the belief that he is uniquely qualified to formulate
global financial strategies and function in strengthening HORIBA compliance andcorporate governance. For these and other reasons, his continued appointment as
Director would be greatly appreciated.

Candidate
NumberName(Date of birth)

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

TakashiNagano(April 13,
1962)5Entered the Company
General Manager of the Engine
Measurement Planning & Development
Department of the Company
March 2001
General Manager of Engine
Measurement Systems Division of theCompany
December 2003 President of HORIBA Europe GmbH
June 2005
Corporate Officer of the Company
June 2006
Senior Corporate Officer of theCompany
January 2011 General Manager of Sales Division of
the Company
April 2011
President & CEO of HORIBA Europe
GmbH
April 2013CEO of HORIBA Europe GmbH
April 2014
President of HORIBA KOREA Ltd.
March 2016
Director of the Company (to present)
April 2016
Chairman of HORIBA KOREA Ltd. (topresent)
January 2018 Board Leader of GLOBAL ATS
BOARD of the Company

Number of
Shares of theCompanyHeld11,979[Representation of other corporations]
Chairman of HORIBA KOREA Ltd.
[Reason for Recommendation as Candidates for Corporate Director Positions]
The candidate has extensive experience at the Automotive Test System Division and Sales
Division, while holding management positions at HORIBA German and South Korean
subsidiaries and cultivating other pivotal knowledge through the Company’s overseas
operations. This background supports the assessment of his credentials to expertly deal withthe tumultuous changes that currently characterize the automobile industry, leading to therequest for reappointment to the position of Director.

Candidate
NumberName(Date of birth)

Career Summary[Positions, assignment and representation of othercorporations]
April 1967
April 1989
Branch,May 1996
June 1998
June 1998

September 1999

Masahiro
Sugita(October 20,
1944)
6

September 1999
September 2003
December 2003
June 2006
June 2007
October 2009
October 2010
June 2013

Entered Bank of Japan
General Manager of Matsumoto
Bank of Japan
Director-General of International
Department, Bank of Japan
Retired from Bank of Japan
Director of Overseas Investment
Research Institute, the Export-Import
Bank of Japan
Retired from the Export-Import Bankof Japan
Auditor of Bank of Japan
Retired from Auditor of Bank of Japan
Outside Corporate Auditor (full-time)of Banyu Pharmaceutical Co., Ltd.
Director of the Company (to present)
Outside Corporate Auditor of the 77
Bank Ltd.
Outside Corporate Auditor of Banyu
Pharmaceutical Co., Ltd.
Auditor of MSD K.K.
Retired from Outside Corporate
Auditor of the 77 Bank Ltd.
Outside Director of the 77 Bank Ltd.
(to present)

Number of
Shares of theCompany
Held

1,100

[Representation of other corporations]
Outside Director of the 77 Bank Ltd.
[Reason for Recommendation as Candidates for Outside Director Positions]

The candidate’s plentiful experience in international economic and financial matters,
penetrating knowledge and insights cultivated as a director and corporate auditor at othercompanies and other assets are being put to valuable use in the Company’s management.
In consideration of these outstanding benefits, we request his continued appointment to
the post of Outside Director.

Candidate
NumberName(Date of birth)

Career Summary[Positions, assignment and representation of othercorporations]
April 1966
April 1988
March 1993
April 1993
April 1994

Jiko
Higashifushimi(June 21, 1942)
7

December 2003

March 2016
April 2019

Entered Saitama Bank (present Resona
Bank)
Higashi-Kurume Branch Manager,
Saitama Bank
Retired from Asahi Bank (present
Resona Bank)Entered Shorenin Religious
Corporation (Kyoto City)
Head Deacon, Shorenin Religious
Corporation
Representative Presiding Director andHead Priest, Shorenin Religious
Corporation (to present)
Director of the Company (to present)
Outside Auditor of Kataoka
Corporation (to present)

Number of
Shares of theCompany
Held0[Representation of other corporations]Representative Presiding Director and Head Priest,
Shorenin Religious Corporation
Outside Auditor of Kataoka Corporation[Reason for Recommendation as Candidates for Outside Director Positions]
The candidate is renowned for his penetrating insight nurtured as Head Priest of Shorenin
Religious Corporation. The counsel based upon this background, together with his work
experience at a financial institution and other valuable personal assets have been effectively
utilized in the Company’s management operations to date. Taking these contributions into
consideration, the appeal is hereby extended for an extension of his appointment as an
Outside Director.

Candidate
NumberName(Date of birth)

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

SawakoTakeuchi(July 9, 1952)
8

Visiting Researcher, Institute ofApplied Mathematical and Economic
Sciences, France
October 1988
Deputy Director, Master ofInternational Business (MIB) Graduate
Program, Ecole Nationale des Ponts et
Chaussées (France)
September 1994 Chief Researcher, Long-Term Credit
Bank of Japan Research Institute
April 1998
Associate Professor, School ofEngineering, University of Tokyo
Graduate School
April 2002
Professor, Faculty of Economics, Toyo
University Corporate Officer of theCompany
October 2004
Urban Development Sector (Economist/ Analyst), Asia-Pacific Division,
World Bank
July 2005
Special Assistant to the Ministry ofForeign Affairs
October 2005
Visiting Professor, Graduate School ofEngineering, Kyoto University
April 2011
President, Japan Cultural Institute inParis (Japan Foundation)
March 2016
Director of the Company (to present)
April 2016
Advisor to the Ministry of Education,
Culture, Sports, Science, andTechnology
June 2017
Specially Appointed Professor,
Yamagata University Faculty ofEngineering
April 2018
Invited Professor, Tokyo College ofMusic (to present)
Invited Professor, Yamagata University
Faculty of Engineering (to present)
June 2019
Outside Director of SAXA Holdings,
Inc. (to present)

Number of
Shares of theCompany
Held0[Representation of other corporations]
Invited Professor, Tokyo College of Music
Invited Professor, Yamagata University Faculty ofEngineering
Outside Director of SAXA Holdings, Inc.
[Reason for Recommendation as Candidates for Outside Director Positions]
The candidate’s knowledge and wisdom as an engineering PhD, her experience in France (animportant base for HORIBA business operations) and other overseas assignments andadditional achievements have been fruitfully utilized in the Company’s management
platform up to this time. To continue to benefit from this background and expertise, herappointment to continue to serve as an Outside Director is respectfully requested.
Notes:
1. The Company maintains business relations in the domain of research and development with Yamagata
University, an institution where Dr. Sawako Takeuchi serves as an invited professor. In this regard,
insofar as the value of the transactions between the Group and the said University is less than 5 percentof the value of the aggregate income of the said University during its most recent accounting year, as
well as the fact that this activity satisfies the conditions pursuant to the “Independence Judgment
Standards for Independent Outside Directors and Auditors” stipulated by the Company, no issues are
considered to exist with regard to the independence of Dr. Takeuchi. Moreover, the Company maintains
no transactions with the Faculty of Engineering of the said University, where Dr. Takeuchi serves thevisiting professor, attesting to the absence of any special relationships between the Company and the said
University.
2. There are also no other special vested interests existing between any of the Corporate Director candidates
and the Company.

3. The candidates for Director, Mr. Masahiro Sugita, Mr. Jiko Higashifushimi and Dr. Sawako Takeuchi,
are all being presented as candidates for the post of Outside Directors.
4. The Company has set forth its Policy for Nomination of Director Candidates, as well as “Independence
Judgment Standards for Independent Outside Directors and Auditors” (both of which are available on
the Company’s website: (https://www.horiba.com/jp/investor-relations/corporate-governance/)). Each of
the three (3) candidates for Outside Director presented in this motion satisfies all aspects these ofstandards. Other matters pertaining to the said Outside Director candidates are as follows:(1) Term of Service as HORIBA Outside Director
For Mr. Masahiro Sugita, the term of service as a HORIBA Ltd. Outside Director commenced withhis appointment to that position at the 68th Ordinary General Meeting of Shareholders convened onJune 17, 2006. Upon the conclusion of this latest general shareholders meeting, that period will havereached 13 years and 9 months.
For Mr. Jiko Higashifushimi, the term of service as a HORIBA Ltd. Outside Director commenced
with his appointment to that position at the 78th Ordinary General Meeting of Shareholders convenedon March 26, 2016. Upon the conclusion of this latest general shareholders meeting, that period will
have reached 4 years.
For Dr. Sawako Takeuchi, the term of service as a HORIBA Ltd. Outside Director commenced with
her appointment to that position at the 78th Ordinary General Meeting of Shareholders convened on
March 26, 2016. Upon the conclusion of this latest general shareholders meeting, that period will
have reached 4 years.
(2) Limited liability agreement
The Company and Mr. Masahiro Sugita, Mr. Jiko Higashifushimi and Dr. Sawako Takeuchi havesigned an agreement to limit their liability under Article 423, paragraph 1 of the Companies Act, andbased on this agreement their liability is limited to the minimum liability amount stipulated in laws
and ordinances. If they are reappointed as Outside Director, the Company intends to continue thislimited liability agreement with them.
(3) Notification of independent officer
In accordance with the provisions of the Tokyo Stock Exchange, the Company has notified the
Exchange that Mr. Masahiro Sugita, Mr. Jiko Higashifushimi and Dr. Sawako Takeuchi are
independent officers. If they are reappointed as Outside Director, the Company intends to havethem continue serving as independent officers.

Agenda 2: Election of Three (3) Corporate Auditors
The terms of office of all three (3) Corporate Auditors will expire at the conclusion of thisOrdinary General Meeting of Shareholders. We would like to ask you to elect three (3) Corporate
Auditors.
This agenda has been approved by the Board of Corporate Auditors.
Candidates for Corporate Auditors are as follows.
Number of
Career Summary
Candidate
Name
Shares of theCompany
Number(Date of birth)[Positions and representation of other corporations]
Held
March 1978
Entered the Company
July 2001
Executive Vice President & COO ofABX S.A. (present HORIBA ABX
SAS)
June 2002
Corporate Officer of the Company
March 2005
President & CEO of HORIBA ABX
SAS
June 2005
Senior Corporate Officer of theCompany*Atsushi
December 2008 President of HORIBA Europe Holding
Nakamine
SASU
7,530(August 25,
April 2011
Corporate Officer of the Company (to1953)
present)
January 2013
General Manager of Group Production
1
Management Office of the Company
January 2014
Division Manager of IT & BPR Centerof the Company
January 2018
Deputy General Manager of Global
Business Division of the Company (topresent)
March 2018
Substitute Corporate Auditor (topresent)[Reason for Recommendation as Candidates for Corporate Auditor Positions]
The candidate has achieved experiences in the Accounting Division of the Company, while
likewise excelling in overseas management assignments at the Company’s subsidiaries inFrance and serving as substitute Corporate Auditor of the Company from 2018. These factors
support the judgment of his ability to engage in the supervision assignment, resulting in therequest for the candidate’s continued appointment to the position of substitute Corporate
Auditor.

Candidate
NumberName(Date of birth)

Career Summary[Positions and representation of other corporations]
April 1977

July 1992
August 1999
June 2001
April 2002
April 2006
April 2010
April 2011
April 2013
*Keiji Yamada(April 5, 1954)

April 2014
April 2015
April 20172
April 2018

June 2018
June 2019

Ministry of Home Affairs (present
Ministry of Internal Affairs andCommunications)
Director of Cabinet Legislation Bureau
Director of Kyoto Prefecture General
Affairs Department
Vice Governor of Kyoto Prefecture
Governor of Kyoto Prefecture (1st term)
Governor of Kyoto Prefecture (2ndterm)
Governor of Kyoto Prefecture (3rd term)
President of National Governors’
Association (1st term)
President of National Governors’
Association (2nd term)
Governor of Kyoto Prefecture (4th term)
President of National Governors’
Association (3rd term)
President of National Governors’
Association (4th term)
Advisor to the President of Kyoto
Sangyo University, Department of
Policy Studies Professor (to present)
President of Kyoto Culture Foundation(to present)
Outside Director of Kawasaki Kisen
Kaisha, Ltd. (to present)

Number of
Shares of theCompany
Held0[Representation of other corporations]
Advisor to the President of Kyoto Sangyo University,
Department of Policy Studies Professor
President, Kyoto Culture Foundation
Outside Director of Kawasaki Kisen Kaisha, Ltd.
[Reason for Recommendation as Candidates for Outside Corporate Auditor Positions]
To benefit from the wide spectrum of knowledge and wisdom of the candidate amassed
through the far-reaching experience and excellent career trajectory in the local administration
while there has been no direct involvement by the candidate in corporate management, it isconsidered that the appointment of the candidate to serve as an Outside Corporate Auditor isrespectfully requested.

Candidate
NumberName(Date of birth)

Career Summary[Positions and representation of other corporations]
April 1996

3

Internal Medicine I Resident of Kyoto
Prefectural University of Medicine
July 1998
Internal Medicine Resident of BethIsrael Medical Center
July 2001
Chief Medical Resident of the said
Medical Center
July 2002
General Internal Medicine (GIM)
Fellowship of The university ofPennsylvania
September 2004 Associate Professor of Medicine
University of California, San Diego
Veterans Affairs Medical Center
Medical Service Internal Medicine
February 2005 Associate Clerkship Director of
University of California, San Diego
September 2008 Assistant Director of Sakazaki Clinic(present Oike Clinic, Chiinkai Medical*Tomoko Tanabe
Corporation) Nakanoshima Clinic,(November 14,
Chiinkai Medical Corporation
1971)
April 2009
Oike Clinic, Chiinkai Medical
Corporation Head of Lady’s Dock (topresent)
February 2010 Director of Shinyukai Holdings Co.,
Ltd. (to present)
July 2010
Committee Member of Gender Equality
Promotion Center, Kyoto Prefectural
University of Medicine(to present)
May 2017
Executive Vice President andRepresentative Director of Kyoto
Medical Club Co., Ltd.
June 2018
President of the said Company (topresent)

Number of
Shares of theCompany
Held

1,000

[Representation of other corporations]
Director of Shinyukai Holdings Co., Ltd.
President of Kyoto Medical Club Co., Ltd.
[Reason for Recommendation as Candidates for Outside Corporate Auditor Positions]
To benefit from the candidate’s advanced expertise and knowledge in medicine as aphysician as well as her superior insight for corporate management for the management of
the Company, it is considered that the new appointment of the candidate to serve as Outside
Corporate Auditor is respectfully requested.
Notes:
1. The Company maintains business relations in the domain of research and development with Kyoto
Sangyo University, an institution where Mr. Keiji Yamada serves as Advisor to the President and a
Department of Policy Studies Professor. In this regard, insofar as the value of the transactions between
the Group and the said University is less than 5 percent of the value of the aggregate business incomeof the said University during its most recent accounting year, as well as the fact that this activity
satisfies the conditions pursuant to the “Independence Judgment Standards for Independent Outside
Directors and Auditors” stipulated by the Company, no issues are considered to exist with regard to
the independence of Mr. Keiji Yamada.
2. The Company maintains business relations in the domain of physical examinations, etc. with Kyoto
Medical Club Co., Ltd., a corporation where Ms. Tomoko Tanabe serves as the president. In this regard,
insofar as the value of the transactions between the Group and the said Company is less than 5 percentof the value of the aggregate sale of the said Company during its most recent accounting year, as wellas the fact that this activity satisfies the conditions pursuant to the “Independence Judgment Standards
for Independent Outside Directors and Auditors” stipulated by the Company, no issues are considered
to exist with regard to the independence of Ms. Tomoko Tanabe.
3. There is no special conflict of interest between each candidate for corporate auditor and the Company.
4. The candidates for Corporate Auditor, Mr. Keiji Yamada and Ms. Tomoko Tanabe, are candidates for
Outside Corporate Auditor.

5. The Company has set forth its Policy for Nomination of Corporate Auditor Candidates, as well as“Independence Judgment Standards for Independent Outside Directors and Auditors” (both of which
are available on the Company’s website: (https://www.horiba.com/jp/investor-relations/corporategovernance/). Both of the aforementioned candidates for Outside Corporate Auditor presented in thismotion satisfy all aspects of these standards.
Other matters pertaining to the said Outside Corporate Auditor candidates are as follows:(1) Limited liability agreement
In case Mr. Keiji Yamada and Ms. Tomoto Tanabe are appointed as Outside Corporate Auditor, theCompany intends to sign an agreement with Mr. Keiji Yamada and Ms. Tomoko Tanabe 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.
(2) Notification of independent officers
In case Mr. Keiji Yamada and Ms. Tomoto Tanabe are appointed as Outside Corporate Auditor, in
accordance with the provisions of the Tokyo Stock Exchange, the Company intends to have themserve as independent officers.
6. The person marked with an asterisk is a new candidate.

Agenda3: Election of two (2) substitute Corporate Auditors
As a safeguard against the case in which the number of auditors lacks the number required by laws
and regulations, we would like to ask you to elect two (2) substitute Corporate Auditors.
Subject to the approval for Agenda 2: Election of Three (3) Corporate Auditors, we would like to ask
you to elect Mr. Kazumasa Yoshida as a substitute Outside Corporate Auditor of Mr. Keiji Yamada and
Ms. Tomoko Tanabe, Mr. Aritoshi Yoneda as a substitute Corporate Auditor of Mr. Atsushi Nakamine
respectively.
However, with regard to the validity of the election of Mr. Kazumasa Yoshida and Mr. Aritoshi
Yoneda, it shall be permitted to cancel their election after receiving the approval of the Board of
Corporate Auditors and based on a resolution of the Board of Directors only prior to their appointment.
This agenda has been approved by the Board of Corporate Auditors.
Candidates for substitute Corporate Auditors are as follows.
Number of
Candidate
Name
Career Summary
Shares of the
Number(Date of birth)[Representation of other corporations]Company
Held
April 1979
Entered CANON INC.
February 1980 Retired from the said Company
March 1980
Entered NAKANO C.P.A. OFFICE
September 1991 Retired from the said Office
October 1991
President of Yoshida Kazumasa
Licensed Tax Accountant Office (topresent)
Kazumasa
May 2006
Corporate Auditor of de-live Inc. (toYoshidapresent)
1,000(November 16,
June 2014
Corporate Auditor of Japan Re-ground
1956)
Corporation (to present)
1[Representation of other corporations]
President of Yoshida Kazumasa Licensed Tax Accountant
OfficeCorporate Auditor of de-live Inc.
Corporate Auditor of Japan Re-ground Corporation[Reason for Recommendation as Candidates for substitute Corporate Auditor Positions]
To benefit from the Candidate’s abundant professional expertise in the field of tax andaccounting as an accountant as well as experiences amassed as a corporate auditor of othercompanies for the management of the Company, it is considered that the new appointmentof the candidate to appropriately serve as substitute Outside Corporate Auditor is respectfully
requested.

Candidate
NumberName(Date of birth)

Career Summary[Representation of other corporations]

Number of
Shares of theCompany
Held

March 1978
March 1999

2

Entered the Company
Department Manager of Process &Environmental Instruments R&D
Department of the Company
March 2001
Department Manager of Production
Design Department 2 of the Company
September 2001 Department Manager of Products
Design & Engineering Department of
the Company
March 2003
General Manager of Products Design &Aritoshi Yoneda
Engineering Center of the Company
5,604(January 25,
January 2011
General Manager of Design Center of1955)
the Company
January 2014
General Manager of Application R&D
Center of the Company
January 2016
General Manager of Product R&D
Center 1 of the Company
January 2018
Division Manager of Quality & Safety
Management Center of the Company
January 2020
Division Manager, Technology of
Quality & Safety Management Centerof the Company (to present)[Reason for Recommendation as Candidates for substitute Corporate Auditor Positions]
The Candidate has rich experience working in the Production and R&D Divisions as well as
promoting and operating the integrated management system in Quality & Safety
Management Division, resulting in the judgment on the candidate’s appropriateness forsupervision assignment. It is considered that the new appointment of the candidate as
substitute Corporate Auditor is respectfully requested.

Notes:
1. There is no special conflict of interest between each candidate for substitute Corporate Auditor and theCompany.
2. The candidate for substitute Corporate Auditor, Mr. Kazumasa Yoshida, is a candidate for the substituteOutside Corporate Auditor satisfying the regulations of the Tokyo Stock Exchange, the Policy for
Nomination of Corporate Auditor Candidates and the “Independence Judgment Standards for
Independent Outside Directors and Auditors” determined by the Company.
3. Other matters pertaining to candidates for substitute Outside Corporate Auditor are as follows:(1) Limited liability agreement
If Mr. Kazumasa Yoshida is appointed as Outside Corporate Auditor, the Company intends to sign anagreement with him to limit his liability under Article 423, Paragraph 1 of the Companies Act, andbased on this agreement his liability will be limited to the minimum liability amount stipulated in laws
and ordinances.
(2) Notification of independent officer
If Mr. Kazumasa Yoshida is appointed as Outside Corporate Auditor, in accordance with theprovisions of the Tokyo Stock Exchange, the Company intends to designate Mr. Kazumasa Yoshida
as an independent officer and notify the exchange to that effect.

“Guide to Exercising Voting Rights via the Internet”
(1)

Notes

Exercising your voting rights via the Internet can only be done on the website(https://www.web54.net) that the Company has designated.

Further, this website cannot

be accessed via mobile phones.


If you exercise your voting rights multiple times via the Internet, the last vote cast will bedeemed to be the valid one.



You can set your own password for use in exercising your voting rights at this General
Meeting of Shareholders when you first access the website.

Please keep the part of theenclosed ballot on which the “voting rights exercise code” is printed.

Also, please takecare not to forget the password you have input.
In addition, if the wrong password is input more than a certain number of times the website
will be locked and it will not be possible to access it.

To request a new password please

follow the on-screen instructions.


You can set your own password for use in exercising your voting rights at this General
Meeting of Shareholders when you first access the website.

Please keep the part of theenclosed ballot on which the “voting rights exercise code” is printed.

Also, please takecare not to forget the password you have input.
In addition, if the wrong password is input more than a certain number of times thewebsite will be locked and it will not be possible to access it.

To request a new

password please follow the on-screen instructions.


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

(2)

Contacts
For information concerning the operation of personal computers for the exercise of voting
rights:Web Support Help Desk of Securities Transfer Agency Sumitomo Mitsui Trust Bank,
LimitedTelephone: 0120-652-031(Japan only) Opening hours: 9:00 - 21:00 (Japan standard time)For any other information, please contact:1) Shareholder who has an account at a securities company:
Your securities company
2) Shareholder who does not have an account at a securities company (shareholder who has a
special account)
Securities Transfer Agency Administration Center, Sumitomo Mitsui Trust Bank,
LimitedTelephone: 0120-782-031(Japan only)
Opening hours: 9:00 -17:00 excluding Saturdays, Sundays and national holidays(Japan standard time)

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