This English language translation is prepared for reference only. In the event of any discrepancy between the text of thistranslation and the text of the original Japanese-language, the Japanese language text will prevail.

Securities Code: 6925
June 8, 2022

To Our Shareholders:
1-6-5 Marunouchi, Chiyoda-ku, Tokyo

Ushio Inc.
Koji Naito, President and Chief Executive Officer

Notice of the 59th Annual General Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 59th Annual General Meeting of
Shareholders as described below.

From the viewpoint of preventing the spread of the novel coronavirus disease (COVID-19), we would also
like to strongly request you to exercise your voting rights in writing or by an electromagnetic method in
advance as much as possible and refrain from attending the meeting in person regardless of your healthcondition.
We kindly request you to read the following Reference Document for the Annual General Meeting of
Shareholders and exercise your voting rights by no later than 5:15 p.m., June 28, 2022 (Tuesday)
Sincerely yours,
1. Date:
2. Venue:

10:00 a.m., June 29, 2022 (Wednesday) (The reception desk opens at 9:00 a.m.)
11F, Kujaku Hall, KKR Hotel Tokyo
1-4-1 Otemachi, Chiyoda-ku, Tokyo

3. Purposes:
Matters to be reported:
The Business Report, the Consolidated and Non-Consolidated Financial Statements and the Results ofConsolidated Financial Statement Audits by the Accounting Auditor and the Audit and Supervisory
Committee for the 59th business period (April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to Articles of Incorporation
Proposal No. 3: Election of Eight (8) Directors (excluding directors who are Audit & Supervisory Committee
Members)
Proposal No. 4: Election of Four (4) Directors who are Audit & Supervisory Committee Members

○
○
○

○

Please refer to the Company’s website (https://www.ushio.co.jp) for details of the measures to be taken to prevent the novel
coronavirus infection at this Annual General Meeting of Shareholders (Japanese only).
Please be advised that no gifts will be provided to attending shareholders.
"Systems for Ensuring the Appropriateness of Operations and the Status of Operation of such Systems" in the Business
Report, "Notes to the Consolidated Financial Statements" in the Consolidated Financial Statements and "Notes to the Nonconsolidated Financial Statements" in the Non-consolidated Financial Statements are available (Japanese only) online via
the Company's website (https://www.ushio.co.jp), pursuant to provisions of laws and regulations as well as the Articles 15of the Articles of Incorporation of the Company.
For this reason, the Business Report and the Consolidated and Non-Consolidated Financial Statements attached to thisNotice, are part of the Business Report and the Consolidated and Non-Consolidated Financial Statements that have been
audited by the Accounting Auditor and the Audit and Supervisory Committee for the purpose of preparing an accounting
auditor’s report and an auditors’ report.
If there are any revisions to the Reference Document for the Annual General Meeting of Shareholders, Business Report,
and/or the Consolidated and the Non-Consolidated Financial Statements, such revision will be shown on the Company’s
website (https://www.ushio.co.jp).

－

1 －Reference Document for the Annual General Meeting of Shareholders
Proposals and Referential Matters
Proposal No. 1: Appropriation of Surplus
The Company would like to appropriate surplus as follows.
Year-end Dividend
Striving to constantly remain cognizant of the fact that returning profits to shareholders is one of the top
priorities of corporations, the Ushio Group’s basic policy is to provide stable and consistent returns of profits toshareholders, while endeavoring to enhance its financial position and business foundations.
Based on this policy, taking the business environment as well as business results into consideration, theCompany would like to distribute the year-end dividend to assign an annual dividend of 50 yen per common share,
increase of a regular dividend amount 24 yen per common share from the previous fiscal year as indicated below.
(1) Kind of the dividend property
Cash(2) Matters regarding assignment of the dividend property and the total amount of the dividend property
An annual dividend: 50 yen per common share
The total amount of the dividend property: 6,041,208,350 yen(3) The day on which such distribution of dividend of surplus takes effect
On June 30, 2022－

2 －

Proposal No. 2:

Partial Amendments to Articles of Incorporation

1. Reason of the amendment
As the amended provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the Act
for Partial Amendment of the Companies Act (Act No. 70 of 2019) will be enforced on September 1, 2022,
the Company will therefore implement the following amendments to its Articles of Incorporation in order toprepare for the introduction of a system for the electronic provision of materials for general meetings ofshareholders.
(1) Article 15, Paragraph 1 of the proposed amendments will be newly established, as the Company will beobliged to stipulate in its Articles of Incorporation that it will take measures for the electronic provisionof the information contained in reference documents for general meetings of shareholders, etc.
(2) Article 15, Paragraph 2 of the proposed amendments will be newly established in order to allow the scopeof the matters described in the documents to be delivered to shareholders who have requested document
delivery to be limited to the scope specified by Ordinance of the Ministry of Justice.
(3) Article 15 of the current Articles of Incorporation will be deleted, as its provisions will become
unnecessary once the system of electronic provision of materials for general meetings of shareholders is
introduced.
(4) Article 2 of the supplementary provisions will be established concerning the effectiveness of the above.
2. Details of Amendments
The details of amendments are as follows:
Current Articles of Incorporation
Chapter III. General Meeting of Shareholders
Article 15 (Disclosure of reference documents forgeneral meeting of shareholders, etc. via the Internet
and deemed provision)
When convening a general meeting ofshareholders, it shall be deemed that the Company
has provided shareholders with the necessary
information that should be described or presented
in reference documents for general meeting ofshareholders, business reports, and nonconsolidated and consolidated financial statements,
if they are disclosed via the Internet in accordancewith the Ordinance of the Ministry of Justice.
(Newly established)(Underlined parts are amended.)
Proposed amendments
Chapter III. General Meeting of Shareholders(Deleted)

Article 15 (Measures for electronic provision of
information, etc.)
1. When convening a general meeting ofshareholders, the Company shall take measures
for the electronic provision of information
contained in reference documents for general
meetings of shareholders, etc.
2. With respect to all or part of the matters forwhich measures for electronic provision of
information are to be taken as specified by theOrdinance of the Ministry of Justice, theCompany shall not be required to include suchmatters in the documents to be delivered toshareholders who have made a request for
document delivery by the record date for voting
rights.
－3 －Current Articles of Incorporation

Proposed amendments

Supplementary Provisions(Newly established)

Supplementary Provisions
Article 2 (Transitional measures concerning theelectronic provision of information for general meetingsof shareholders)
1. The deletion of Article 15 (Disclosure ofreference documents for general meeting ofshareholders, etc. via the Internet and deemed
provision) of the current Article of
Incorporation and the new establishment of
Article 15 (Measures for electronic provisionof information, etc.) of the proposed
amendments shall become effective as of
September 1, 2022, which is the date ofenforcement of the amended provisions
stipulated in the proviso to Article 1 of the
Supplementary Provisions of the Act for Partial
Amendment of the Companies Act (Act No. 70
of 2019) (hereinafter referred to as the "Date of
Enforcement").
2. Notwithstanding the provisions of thepreceding paragraph, Article 15 (Disclosure ofreference documents for general meeting ofshareholders, etc. via the Internet and deemed
provision) of the current Articles ofIncorporation shall remain in effect for any
general meeting of shareholders held on a datewithin six months from the Date of
Enforcement.
3. This Article shall be deleted after six months
have elapsed from the Date of Enforcement, or
three months have elapsed from the date of ageneral meeting of shareholders as specified in
the preceding paragraph, whichever is later.

－

4 －Proposal No. 3: Election of Eight (8) Directors (excluding directors who are Audit & Supervisory Committee Members)

The terms of office of all eight (8) Directors (excluding directors who are Audit & Supervisory Committee
Members; the same applies hereafter in this proposal) will expire at the close of this Annual General Meetingof Shareholders. The Company hereby proposes the election of eight (8) Directors.
The Board of Directors has previously consulted the Nomination and Compensation Advisory Committee,
whose chairperson and majority of the members are Independent Outside Directors, with regard to this agenda.
The Audit & Supervisory Committee has judged that all candidates for Directors are eligible with regard to
this agenda. In addition, all the four (4) candidates for Outside Directors satisfy the Independence Criteria for
Outside Directors prescribed by the Company (page 20).
The following are candidates for Directors.
Attendance at theCandidatenumberName

Current position and responsibility
at the Company

Term of office

Board ofDirectors’
meetings

1[Re-elected]
Koji Naito

President and Chief Executive Officer

3 years100%(11 / 11)

Representative Director and Senior
Executive Vice President[Re-elected]
2

Naoki
Kawamura

Chief Operating Officer
General Manager, Business Management
Headquarters

3 years100%(11 / 11)

General Manager, System Solution
Division, Business Management
Headquarters
Director and Managing Executive Officer[Re-elected]
3

KazuhisaKamiyama

Deputy General Manager, Business
Management Headquarters
General Manager, Light Source Business3 years100%(11 / 11)

Division, Business Management
Headquarters

4[Re-elected]
Takabumi Asahi

Director and Managing Executive Officer
Chief Financial Officer
General Manager, Corporate Headquarters[Re-elected]
5

Yasufumi

Outside Director

Kanemaru

Outside Director
Independent Director[Re-elected]
6

Sakie Tachibana

Outside Director

Fukushima
7[Re-elected]
Toyonari Sasaki

Outside Director

Outside Director
Independent Director
Outside Director
Independent Director[Newly elected]
8Masatoshi
Matsuzaki

1 yearOutside Director

Outside Director
Independent Director－

5 －7 years

6 years

3 years-100%(11 / 11)100%
(11 / 11)100%
(11 / 11)100%
(11 / 11)-

Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held

Number of theCompany’s
shares owned

Joined Ushio Inc.
Executive Officer
Senior Executive Officer
General Manager, Light Source Business
DivisionManaging Executive Officer
Chief Executive Officer
President and Chief Executive Officer(incumbent)

9,900

Apr. 1986

Oct. 2014
Apr. 2015
Koji Naito(April 3, 1963)1

Apr. 2016
Apr. 2019
Jun. 2019<Reasons for electing Mr. Koji Naito as a candidate for Director>
After having directed the light sources business, which is core business of the Ushio Group, for many
years, Mr. Koji Naito has served as President and Representative Director of the Company since 2019,
undertaking supervisory functions, while making key decisions and executing business. The Company
has judged that with such extensive experience and knowledge, he would continue to drive the Ushio
Group to improve its corporate value and achieve further development. Accordingly, the Company
proposes him as a candidate for Director.

－

6 －Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held

Number of theCompany’s
shares owned

Joined Ushio Inc.
Executive Officer
General Manager, Biomedical Division
General Manager, System Solution
Division
Senior Executive Officer
Managing Executive Officer
Senior Managing Executive Officer
General Manager, Business Management
Headquarters and General Manager,
System Solution Division, Business
Management Headquarters
General Manager, Business Management
Headquarters and General Manager,
System Solution Division, Business
Management Headquarters and General
Manager, Business Development Division,
Business Management Headquarters
Director and Senior Managing Executive
Officer
General Manager, Business Management
Headquarters and General Manager,
System Solution Division, Business
Management Headquarters and General
Manager, Incubation Center, Business
Management Headquarters
Representative Director and Senior
Managing Executive Officer
Representative Director, Senior Managing
Executive Officer and Chief Operating
Officer (incumbent)
General Manager, Business Management
Headquarters and General Manager,
System Solution Division, Business
Management Headquarters (incumbent)

6,400

Apr. 1986

Apr. 2015
Nov. 2016
Apr. 2017
Apr. 2018
Apr. 2019

May 2019

Naoki Kawamura(October 9, 1963)

Jun. 2019
Apr. 20202

May 2020
Apr. 2022<Reasons for electing Mr. Naoki Kawamura as a candidate for Director>
Mr. Naoki Kawamura has directed optical equipment business of the Company for many years andcontributed to the creation of new businesses in biomedical and other fields. He assumed the position
of Representative Director of the Company in May 2020. The Company has judged that with suchextensive experience and knowledge, he would continue to perform an appropriate role in overallmanagement to further improving corporate value. Accordingly, the Company proposes him as a
candidate for Director.

－

7 －Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Sep. 1995

Apr. 2016

Apr. 2018
Jul. 2018
Apr. 2019

Kazuhisa Kamiyama(September 25, 1968)

3

Jun. 2019
Apr. 2022

Joined Ushio Inc.
Executive Officer
General Manager, Corporate Headquarters
and General Manager, Corporate Strategy
Division, Corporate Headquarters
General Manager, Corporate Headquarters
Group Executive Officer
Chief Financial Officer, CHRISTIEDIGITAL SYSTEMS INC.
Group Senior Executive Officer
President, CHRISTIE DIGITAL SYSTEMS
INC.
Chairman and Chief Executive Officer,
CHRISTIE DIGITAL SYSTEMS USA,
INC.
Chairman and Chief Executive Officer,
CHRISTIE DIGITAL SYSTEMSCANADA INC.
Director and Group Senior Executive
Officer
Director and Managing Executive Officer(incumbent)
Deputy General Manager, Business
Management Headquarters and General
Manager, Light Source Business Division,
Business Management Headquarters(incumbent)

Number of theCompany’s
shares owned

3,450<Reasons for electing Mr. Kazuhisa Kamiyama as a candidate for Director>
After having worked in the Accounting and Finance Departments of the Company for many years andundertaken management roles as General Manager of the Administration Department, Mr. Kazuhisa
Kamiyama has directed the management of North America Group companies since 2018. He assumed
the position of General Manager of the light sources business in April 2022. The Company has judgedthat with such extensive experience and knowledge, he is expected to continue to perform anappropriate role in overall management toward further improving corporate value. Accordingly, theCompany proposes him as a candidate for Director.

－

8 －Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Apr. 2017
Jul. 2017

4

Number of theCompany’s
shares owned

Joined Ushio Inc.
Deputy General Manager, Corporate
Headquarters
Oct. 2017
Deputy General Manager, Corporate
Headquarters and General Manager,
Corporate Planning Department, Corporate
Strategy Division, Corporate Headquarters
Apr. 2018
Executive Officer
Deputy General Manager, Corporate
Headquarters and General Manager,
Corporate Strategy Division, Corporate
Headquarters and General Manager,
Corporate Planning Department, Corporate
Strategy Division, Corporate Headquarters
Takabumi Asahi
Jul. 2018
General Manager, Corporate Strategy
1,600(August 28, 1964)
Division and General Manager, Corporate
Planning Department, Corporate Strategy
Division
Apr. 2019
Senior Executive Officer
General Manager, Corporate Headquarters
and General Manager, Corporate Strategy
Division, Corporate Headquarters and General
Manager, Corporate Planning Department,
Corporate Strategy Division, Corporate
Headquarters
Jul. 2019
General Manager, Corporate Headquarters(incumbent)
Jun. 2021
Director and Senior Executive Officer
Apr. 2022
Director, Managing Executive Officer andChief Financial Officer (incumbent)<Reasons for electing Mr. Takabumi Asahi as a candidate for Director>
Mr. Takabumi Asahi has experience working in the Administrative Department since joining theCompany, and has also undertaken management roles as General Manager thereof and Executive
Officer in charge of financial affairs. The Company has judged that with such extensive experienceand knowledge, he is expected to continue to perform an appropriate role in overall management
toward further improving corporate value. Accordingly, the Company proposes him as a candidate for
Director.

－

9 －Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Apr. 1979
Apr. 1982
Sep. 1985

5

Number of theCompany’s
shares owned

Joined TKC Corporation
Joined Logic Systems International, Inc.
Director, NTT PC Communications
Incorporated
Nov. 1989
Established Future System Consulting
Corp.(currently Future Corporation) andserved as President and Chief Executive
OfficerMar. 2006
Chairman, President and Chief Executive
Officer, Future System Consulting Corp.
Jan. 2007
Chairman and Chief Executive Officer, Future
OutsideIndependent
Architect, Inc. (currently Future Corporation)
Mar.
2011
Chairman, President and Chief Executive
Director
Director
9,800
Officer, Future Architect, Inc.
Yasufumi Kanemaru
Jun. 2015
Outside Director(incumbent)(March 12, 1954)
Jul. 2015
Chairman, Future Architect, Inc.
Apr. 2016
Chairman, President and Group Chief
Executive Officer, Future Corporation(incumbent)
Chairman, Future Architect, Inc.(incumbent)(Significant concurrent position)
Chairman, President and Group Chief Executive Officer,
Future Corporation
Chairman, Future Architect, Inc.
Chairman, Nippon Institute for Research Advancement<Reasons for electing Mr. Yasufumi Kanemaru as a candidate for Outside Director and overview of
expected roles>
Mr. Yasufumi Kanemaru has gained extensive experience and knowledge through his career as thefounder of a telecommunications and IT consulting firm and as a business manager. The Company has
judged that with such strengths, he is expected to continue to appropriately perform managerial roles,
which include advising the management of the Company and supervising the execution of business.
Accordingly, the Company proposes him as a candidate for Outside Director.
<Independence>
There is no business relationship between the firm for which Mr. Yasufumi Kanemaru serves as therepresentative and the Company. There are also no special interests between Mr. Yasufumi Kanemaru
and the Company. In addition, he satisfies the Independence Criteria for Outside Directors prescribedby the Company. Therefore, the Company judged that Mr. Yasufumi Kanemaru is an Independent
Outside Director who has no conflicts of interest with ordinary shareholders.

－

10 －

Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Jun. 1980
Sep. 1987
Aug. 1991
May 1995
Sep. 2000

6

Number of theCompany’s
shares owned

Joined Braxton International
Joined Bain & Company, Inc.
Joined Korn/Ferry International-Japan
Director, Korn/Ferry International
Regional Managing Director, Korn/Ferry
International-Japan
Jul. 2001
President and Representative Director,
Korn/Ferry International-JapanMay 2009
Chairman & Representative Director,
Korn/Ferry International-Japan
OutsideIndependent
Jul. 2010
President & Representative Director, G&S
Director
Director
Global Advisors Inc. (incumbent)
900
Sakie Tachibana
Jun. 2016
Outside Director (incumbent)
Fukushima
Jun. 2019
Outside Director, Konica Minolta, Inc.
(incumbent)(September 10, 1949)
Jun. 2020
Outside Director, Kyushu Electric Power
Company, Incorporated (incumbent)(Significant concurrent positions)
President & Representative Director, G&S Global
Advisors Inc.
Outside Director, Konica Minolta, Inc.
Outside Director, Kyushu Electric Power Company,
Incorporated<Reasons for electing Ms. Sakie Tachibana Fukushima as a candidate for Outside Director andoverview of expected roles>
Ms. Sakie Tachibana Fukushima has considerable global insights, and extensive knowledge andexperience of managing a global business. The Company has judged that with such strengths, she isexpected to continue to appropriately perform managerial roles, which include advising themanagement of the Company and supervising the execution of business. Accordingly, the Company
proposes her as a candidate for Outside Director.
<Independence>
There is no business relationship between the firm Ms. Sakie Tachibana Fukushima represents and theCompany. There are also no special interests between Ms. Sakie Tachibana Fukushima and theCompany. In addition, she satisfies the Independence Criteria for Outside Directors prescribed by theCompany. Therefore, the Company judged that Ms. Sakie Tachibana Fukushima is an Independent
Outside Director who has no conflicts of interest with ordinary shareholders.

－

11 －

Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Apr. 1976
Jul. 2003

7

Number of theCompany’s
shares owned

Joined the Ministry of Finance
Deputy Director, General of the Budget
BureauJul. 2007
First Deputy Commissioner, National Tax
AgencyJul. 2008
Director, General of the Financial BureauJan. 2010
Assistant Chief Cabinet Secretary, Cabinet
OutsideIndependent
Secretariat
Director
Director
Apr. 2013
Chief Domestic Coordinator, Governmental
1,100
Toyonari Sasaki
Headquarters for the Trans-Pacific Strategic(April 1, 1953)
Economic Partnership Agreement (TPP),
Cabinet Secretariat
Apr. 2016
Vice Chairman, the Life Insurance
Association of Japan (incumbent)
Jun. 2019
Outside Director (incumbent)(Significant concurrent position)
Vice Chairman, the Life Insurance Association of Japan<Reasons for electing Mr. Toyonari Sasaki as a candidate for Outside Director and overview of
expected roles>
Mr. Toyonari Sasaki has extensive experience and knowledge of global business development
including promotion of free trade. The Company has judged that with such strengths, he is expected
to continue to appropriately perform managerial roles, which include advising the management of theCompany and supervising the execution of business. Accordingly, the Company proposes him as a
candidate for Outside Director. Although he has no direct corporate management experience, theCompany believes he is capable of appropriately performing the duties of an Outside Director basedon the aforementioned reasons.
<Independence>
There are no special interests between Mr. Toyonari Sasaki and the Company. In addition, he satisfies
the Independence Criteria for Outside Directors prescribed by the Company. Therefore, the Company
judged that Mr. Toyonari Sasaki is an Independent Outside Director who has no conflicts of interest
with ordinary shareholder.

－

12 －

Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held

Number of theCompany’s
shares owned

Apr. 1976

8

Joined Konishiroku Photo Industry, Inc.
(currently Konica Minolta, Inc.)
Oct. 2003
Director, Konica Minolta BusinessTechnologies Inc.
Apr. 2005
Executive Officer, Konica Minolta Holdings,
Inc. (currently Konica Minolta, Inc.)
President and Chief Executive Officer, Konica
Minolta Technology Center, Inc.
Apr. 2006
Senior Executive Officer, Konica Minolta
Holdings, Inc.
Jun. 2006
Director and Senior Executive Officer, Konica
Minolta Holdings, Inc.
Apr.
2009
Director, President, Chief Executive Officer
Newly
and Representative Executive Officer, Konica
ElectedMinolta Holdings, Inc.
OutsideIndependent
Apr. 2014
Director and Chair of the Board of Directors,
0
Konica Minolta, Inc. (incumbent)
Director
Director
May 2016
Outside Director, Ichigo Inc. (incumbent)
Masatoshi Matsuzaki
Jun. 2019
Outside Director and Chair of the Board of(July 21, 1950)
Directors, LIXIL Group Corporation(currently LIXIL Corporation) (incumbent)
Aug. 2021
Outside Director, SmartHR, Inc.
Apr. 2022
Outside Director and Chair of the Board of
Directors, SmartHR, Inc. (incumbent)(Significant concurrent position)
Director and Chair of the Board of Directors, Konica
Minolta, Inc.
Outside Director, Ichigo Inc.
Outside Director and Chair of the Board of Directors, LIXIL
Corporation
Outside Director and Chair of the Board of Directors,
SmartHR, Inc.
<Reasons for electing Mr. Masatoshi Matsuzaki as a candidate for Outside Director and overview of
expected roles>
Mr. Masatoshi Matsuzaki has a wealth of experience obtained managing the activities of amanufacturer with global operations, and has in-depth knowledge of corporate governance. The
Company has judged that with such strengths, he is expected to appropriately perform managerial
roles, which include advising the management of the Company and supervising the execution ofbusiness. Accordingly, the Company proposes him as a candidate for Outside Director.
<Independence>
There are no special interests between Mr. Masatoshi Matsuzaki and the Company. In addition, hesatisfies the Independence Criteria for Outside Directors prescribed by the Company. Therefore, theCompany judged that Mr. Masatoshi Matsuzaki is an Independent Outside Director who has noconflicts of interest with ordinary shareholder.
Although Mr. Masatoshi Matsuzaki is the former Representative Executive Officer and the current
Chair of the Board of Directors of Konica Minolta, Inc. with which the Company has business
transactions, the percentage of such transactions against consolidated net sales of either Konica
Minolta Group and Ushio Group is not more than one percent (1%) in each of the past five (5) fiscal
years. Further, more than eight (8) years have passed since Mr. Masatoshi Matsuzaki resigned theexecutive officer of Konica Minolta Group. Based on the aforementioned background, Mr. Masatoshi
Matsuzaki satisfies the Independence Criteria for Outside Directors prescribed by the Company.

Notes:
1. (i) Mr. Yasufumi Kanemaru will have served as Outside Director of the Company for seven (7) years at the close ofthis Annual General Meeting of Shareholders.
－

13 －

2.
3.

4.

5.

(ii) Ms. Sakie Tachibana Fukushima will have served as Outside Director of the Company for six (6) years at theclose of this Annual General Meeting of Shareholders.
(iii) Mr. Toyonari Sasaki will have served as Outside Director of the Company for three (3) years at the close of thisAnnual General Meeting of Shareholders.
Mr. Matsuzaki Masatoshi serves as Director of Konica Minolta, Inc., but will retire from the position of Director at
the close of the firm’s annual general meeting of shareholders scheduled on June 17, 2022.
The Company and each Mr. Yasufumi Kanemaru, Ms. Sakie Tachibana Fukushima and Mr. Toyonari Sasaki have inplace between them an agreement that limits the liability of damages provided in Article 423, Paragraph 1 of theCompanies Act pursuant to the provisions of Article 427, Paragraph 1 of the said Act. Under this agreement, theliabilities are limited to the extent prescribed by law. If the appointment of Mr. Yasufumi Kanemaru, Ms. Sakie
Tachibana Fukushima and Mr. Toyonari Sasaki is approved, the Company intends to continue the liability limitationagreement described above with each of them. If Mr. Masatoshi Matsuzaki is elected, the Company plans to conclude
the liability limitation agreement in the same manner.
The Company has registered each Mr. Yasufumi Kanemaru, Ms. Sakie Tachibana Fukushima and Mr. Toyonari Sasaki
as an Independent Director with the Tokyo Stock Exchange, Inc. in conformity with the regulations thereof. If theappointment of Mr. Yasufumi Kanemaru, Ms. Sakie Tachibana Fukushima and Mr. Toyonari Sasaki is approved, eachof them will continue to be an Independent Director. If Mr. Masatoshi Matsuzaki is elected, the Company will register
him as an Independent Director with the Tokyo Stock Exchange, Inc. in conformity with the regulations thereof.
The Company has entered into a Directors’ and officers’ liability insurance agreement, pursuant to the provisions ofArticle 430-3, Paragraph 1 of the Companies Act, with an insurance company. The insurance agreement covers thecompensation for legally mandated damage compensation and legal expenses that may be incurred by the insured
individuals including Directors of the Company due to claims filed against them in relation to the execution of theirduties (unless the case falls under the exemptions specified in the insurance agreement). If the appointment of eachcandidate is approved, they will be insured individuals under the insurance agreement. The insurance agreement isscheduled to be renewed with the same conditions at the time of next renewal.

－

14 －

Proposal No. 4: Election of four (4) Directors who are Audit & Supervisory Committee Members

The terms of office of all three (3) Directors who are Audit & Supervisory Committee Members will expire
at the close of this Annual General Meeting of Shareholders. The Company hereby proposes the election offour (4) Directors who are Audit & Supervisory Committee Members, increasing the number of Directors inorder to reinforce the Company’s audit system.

The Board of Directors has previously consulted the Nomination and Compensation Advisory Committee,
whose chairperson and majority of the members are Independent Outside Directors, with regard to this agenda.
The Company has obtained the consent of the Audit & Supervisory Committee with regard to this agenda. In
addition, all the three (3) candidates for Outside Directors satisfy the Independence Criteria for Outside
Directors prescribed by the Company.
The following are candidates for Directors who are Audit & Supervisory Committee Members.
Attendance at theBoard ofDirectors’CandidatenumberName

Current position and responsibility
at the Company

meetings
Term of officeAttendance at the
Audit &
Supervisory
Committee’s
meetings[Re-elected]
1

Nobuyuki
Kobayashi

234[Re-elected]
Rei Sugihara[Re-elected]
Akemi Sunaga[Newly elected]
Chiaki Ariizumi

100%
Director (a Full-time Audit & Supervisory
Committee Member)

9 years(11 / 11)100%
(13 /13)100%

Outside Director (anOutside Director

Audit & Supervisory

Independent Director

2 years

Committee Member)(11 / 11)100%
(13 /13)100%

Outside Director (anOutside Director

Audit & Supervisory

Independent Director

2 years

Committee Member)

Independent Director－

100%(13 /13)

Outside Director-(11 / 11)15 －-

Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held

Number of theCompany’s
shares owned

Apr. 1982
Apr. 2007
Jul. 2011
Jun. 2013
Apr. 2014

1

Joined Ushio Inc.
Executive Officer
Senior Executive Officer
Director and Managing Executive Officer
Nobuyuki Kobayashi
General Manager, Corporate Management
6,060(March 19, 1959)
Division
Apr. 2016
In charge of Corporate Headquarter
Jun. 2016
Director (a Full-time Audit & Supervisory
Committee Member) (incumbent)<Reasons for electing Mr. Nobuyuki Kobayashi as a candidate for Director>
Mr. Nobuyuki Kobayashi has experience working in the Accounting, Finance, and IT Departments of
the Company over many years, and has also undertaken management roles as Director in charge of
the Administration Department. The Company has judged that with his depth of specialized
knowledge and extensive experience, he would continue to fairly and adequately perform audits andsupervise the execution of business. Accordingly, the Company proposes him as a candidate for
Director who is an Audit & Supervisory Committee Member.
Apr. 1986
Apr. 1995
Jan. 1996

2

Judge
Attorney-at-law (incumbent)
Joined Koga Law Office (currently Kasumi
Sogo Law Office)Oct. 2004
Partner lawyer, Kasumi Sogo Law Office(incumbent)
Outside Audit & Supervisory Board
OutsideIndependent Mar. 2015
Member, TACHIKAWA CORPORATION
Director
Director
600(incumbent)
Rei Sugihara
Jun. 2020
Outside Director (an Audit & Supervisory(October 25, 1958)
Committee Member) (incumbent)(Significant concurrent positions)
Attorney-at-law
Partner lawyer, Kasumi Sogo Law OfficeOutside Audit & Supervisory Board Member,
TACHIKAWA CORPORATION<Reasons for electing Ms. Rei Sugihara as a candidate for Outside Director and overview of expectedroles>
Ms. Rei Sugihara, as a lawyer specializing in corporate legal affairs, has in-depth specialized
knowledge of laws, considerable insights into corporate management, and supervisory capabilities.
The Company has judged that with such strengths, she would continue to fairly and adequately
perform audits and supervise the execution of business. Accordingly the Company proposes her as a
candidate for Outside Director who is an Audit & Supervisory Committee Member. Although she has
no direct corporate management experience, the Company believes she is capable of appropriately
performing the duties of an Outside Director based on the aforementioned reasons.
<Independence>
There are no special interests between Ms. Rei Sugihara and the Company. In addition, she satisfies
the Independence Criteria for Outside Directors prescribed by the Company. Therefore, the Company
judged that Ms. Rei Sugihara is an Independent Outside Director who has no conflicts of interest withordinary shareholder.

－

16 －

Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Oct. 1989

3

Number of theCompany’s
shares owned

Joined Auditing Department of
Aoyama Audit Corporation (currently
PricewaterhouseCoopers Aarata LLC)
Feb. 1991
Joined Auditing Department of Chuo Audit
Corporation
Aug. 1993
Certified public accountant (incumbent)
Oct. 1994
Certified public tax accountant (incumbent)
Nov. 1994
Established Sunaga CPA Firm and served as
Representative (incumbent)
Nov. 1996
Established Marunouchi Business
Consulting Ltd. and served as
Representative Director (incumbent)
Jan. 2012
Established Marunouchi Business
Consulting Tax Co. and served as SeniorPartner (incumbent)
Jun. 2017
Established Marunouchi Audit Corporationand served as Senior Partner (incumbent)
Jun. 2020
Outside Director (an Audit & Supervisory
OutsideIndependent
Committee Member) (incumbent)
Outside Director (an Audit & Supervisory
Director
Director
600
Committee Member), YOMEISHU SEIZO
Akemi Sunaga
CO., LTD. (incumbent)(August 14, 1961)
Jun. 2021
Outside Audit & Supervisory Board
Member, Prima Meat Packers, Ltd.
(incumbent)(Significant concurrent positions)Certified public accountant
Certified public tax accountant
Representative, Sunaga CPA Firm
Representative Director, Marunouchi Business
Consulting Ltd.
Senior Partner, Marunouchi Business Consulting Tax
Co.
Senior Partner, Marunouchi Audit Corporation
Outside Director (an Audit & Supervisory Committee
Member), YOMEISHU SEIZO CO., LTD.
Outside Audit & Supervisory Board Member, Prima
Meat Packers, Ltd.
<Reasons for electing Ms. Akemi Sunaga as a candidate for Outside Director and overview of
expected roles >Ms. Akemi Sunaga, as certified public accountant and certified public tax accountant, has in-depth
specialized knowledge of financial affairs, accounting and tax, considerable insights into corporate
management, and supervisory capabilities. The Company has judged that with such strengths, shewould continue to fairly and adequately perform audits and supervise the execution of business.
Accordingly the Company proposes her as a candidate for Outside Director who is an Audit &Supervisory Committee Member.
<Independence>
There is no business relationship between the firm Ms. Akemi Sunaga represents and the Company.
There are also no special interests between Ms. Akemi Sunaga and the Company. In addition, shesatisfies the Independence Criteria for Outside Directors prescribed by the Company. Therefore, theCompany judged that Ms. Akemi Sunaga is an Independent Outside Director who has no conflicts ofinterest with ordinary shareholders.

－

17 －

Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held

Number of theCompany’s
shares owned

Apr. 1987
Jul. 2002

4

Joined the Bank of Japan
Manager, Nagoya Branch, the Bank of
Japan
Jul. 2005
Director, Public Relations Department, theBank of Japan
Jul. 2009
Director, Secretariat of the Policy Board, theBank of Japan
Jun. 2019
Director, Public Relations Department, theBank of Japan
Jan. 2020
Personnel and Corporate Affairs
Department, the Bank of Japan
Mar. 2020
Outside Audit & Supervisory Board
Newly
Member, KOBAYASHIElectedPHARMACEUTICAL CO., LTD.
Outside Audit & Supervisory Board
OutsideIndependent
0
Member, IDEA Consultants, Inc.
Director
Director(incumbent)
Chiaki Ariizumi
Jun. 2021
Outside Audit & Supervisory Board(October 14, 1964)
Member, Kiraboshi Bank, Ltd. (incumbent)
Mar. 2022
Outside Director, KOBAYASHIPHARMACEUTICAL CO., LTD.
(incumbent)(Significant concurrent positions)
Outside Audit & Supervisory Board Member, IDEA
Consultants, Inc.
Outside Audit & Supervisory Board Member, Kiraboshi
Bank, Ltd.
Outside Director, KOBAYASHI PHARMACEUTICAL
CO., LTD.
<Reasons for electing Ms. Chiaki Ariizumi as a candidate for Outside Director and overview of
expected roles >Ms. Chiaki Ariizumi has experience working in public financial institutions over many years and hasa wealth of experience and knowledge in analyzing economic conditions and financial markets as wellas considerable knowledge of finance and accounting. The Company has judged that with suchstrengths, she is expected to fairly and adequately perform audits and supervise the execution ofbusiness. Accordingly the Company proposes her as a candidate for Outside Director who is an Audit& Supervisory Committee Member.
<Independence>
There are no special interests between Ms. Chiaki Ariizumi and the Company. In addition, she satisfies
the Independence Criteria for Outside Directors prescribed by the Company. Therefore, the Company
judged that Ms. Chiaki Ariizumi is an Independent Outside Director who has no conflicts of interest
with ordinary shareholder.

Notes:
1. Ms. Rei Sugihara and Ms. Akemi Sunaga will have served as Outside Director of the Company for two (2) years at
the close of this Annual General Meeting of Shareholders.
2. The Company and each Ms. Rei Sugihara and Ms. Akemi Sunaga have in place between them an agreement that
limits the liability of damages provided in Article 423, Paragraph 1 of the Companies Act pursuant to the provisionsof Article 427, Paragraph 1 of the said Act. Under this agreement, the liabilities are limited to the extent prescribedby law. If the appointment of Ms. Rei Sugihara and Ms. Akemi Sunaga is approved, the Company intends to continue
the liability limitation agreement described above with each of them. If Ms. Chiaki Ariizumi is elected, the Company
plans to conclude the liability limitation agreement in the same manner.
3. The Company has registered each Ms. Rei Sugihara and Ms. Akemi Sunaga as an Independent Director with the
－

18 －

4.

Tokyo Stock Exchange, Inc. in conformity with the regulations thereof. If the appointment of Ms. Rei Sugihara and
Ms. Akemi Sunaga is approved, each of them will continue to be an Independent Director. If Ms. Chiaki Ariizumi iselected, the Company will register her as an Independent Director with the Tokyo Stock Exchange, Inc. in conformity
with the regulations thereof.
The Company has entered into a Directors’ and officers’ liability insurance agreement, pursuant to the provisions ofArticle 430-3, Paragraph 1 of the Companies Act, with an insurance company. The insurance agreement covers thecompensation for legally mandated damage compensation and legal expenses that may be incurred by the insured
individuals including Directors of the Company due to claims filed against them in relation to the execution of theirduties (unless the case falls under the exemptions specified in the insurance agreement). If the appointment of eachcandidate is approved, they will be insured individuals under the insurance agreement. The insurance agreement isscheduled to be renewed with the same conditions at the time of next renewal.

－

19 －

<Reference> Independence Criteria for Outside Director (summary)
The Company has prescribed the Independence Criteria for Independent Outside Directors by resolution of the Board of
Directors after deliberation by the Nomination and Compensation Advisory Committee, the majority of whose members
are independent outside directors, a summary of which is as follows:
Ushio Inc. Independence Criteria (summary)
The Company will judge that a director who does not fall under any of the following is an independent outside director
who has no conflicts of interest with ordinary shareholder:
A person who is an executing person (an executive directors, executive officers or significant employees such as
executives; the same applies hereafter) of Ushio Group or a former executing person of Ushio Group.
(ii) A person/organization who is a major client of Ushio Group (a person/organization that pays to Ushio Group one
percent (1%) or more of annual consolidated net sales of Ushio Group), or its executing person.
(iii) A person/organization for which Ushio Group is a major client (a person/organization that receives payment from
Ushio Group of one percent (1%) or more of annual consolidated net sales of such person/organization), or its
executing person.
(iv) A lender from which Ushio Group borrows ten percent (10%) or more of consolidated total assets of Ushio Group,
or its executing person.
(v) A person who is working in an auditing firm that is the accounting auditor of Ushio Group.
(vi) An executing person of companies whose shares are held by Ushio Group for reasons other than pure investment
purposes.
(vii) A shareholder who holds ten percent (10%) or more of the voting rights of the Company, or its executing person.
(viii) An executing person of the lead underwriter(s) of the Company.
(ix) A person who have been in any of the above (ii) through (viii) in the past five (5) years.
(x) A consultant, accounting professional or legal professional who has received cash or other property benefits from
Ushio Group of ten (10) million yen or more in average per year over past three (3) years, other than as compensation
for being a director/audit and supervisory board member (if the recipient is a corporation, partnership or any otherorganization, this applies any person belonging to such organization).
(xi) A spouse and a relative within the second degree of kinship of any of persons listed in above (i) through (x) (however,with respect to persons who are former executing persons of Ushio Group, only persons who have been executing
persons in the past five (5) years).
(i)

－

20 －

<Reference> Skills Matrix of the Board of Directors
If both Proposal No. 3 and No. 4 are approved as proposed, a skills matrix of the Board of Directors will be as following:
Expected expertise and experience

Corporate

Globalmanagementbusiness

Finance,accounting,
M&A

Koji
Naito

●

Naoki
Kawamura●

KazuhisaKamiyama●●●

Takabumi Asahi

●

●

●

●

Manufacturing,
technologies,

IT, digital

Sales,

R&D, newtransformation

marketingbusiness

●

●

●

●

Legal affairs,riskmanagement

Sustainability,
diversity

●

●
●

●

●

●

●

●

●

●

[Outside Director][Independent Director]

Directors

Yasufumi
Kanemaru●●[Outside Director][Independent Director]

Sakie Tachibana
Fukushima[Outside Director][Independent Director]

Toyonari Sasaki[Newly elected][Outside Director][Independent Director]

Masatoshi
Matsuzaki
Nobuyuki
Kobayashi

●

●

●

●

●

●

[Outside Director]●[Independent Director]

Audit &Rei Sugihara

Supervisory[Outside Director]

Committee[Independent Director]

Members

Akemi Sunaga●[Newly elected][Outside Director][Independent Director]●

Chiaki Ariizumi－

21 －●