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.

To Our Shareholders:

Securities Code: 6925
June 6, 2024
(Measures for electronic provision have commenced on June 3, 2024)
1-6-5 Marunouchi, Chiyoda-ku, Tokyo

Ushio Inc.

Takabumi, Asahi, President and Chief Executive Officer

Notice of the 61st Annual General Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 61st Annual General Meeting of
Shareholders as described below.
To convene this General Meeting of Shareholders, information contained in Reference Document and other materials
for this General Meeting of Shareholders (Matters Subject to Measures for Electronic Provision) will be provided
electronically. Matters Subject to Measures for Electronic Provision are posted on websites indicated below as “Notice ofthe 61st Annual General Meeting of Shareholders”. Please access one of the websites indicated below to confirm.

[The Company’s website]
https://www.ushio.co.jp/en/ir/stocks_info/meeting.html[The website of the Tokyo Stock Exchange]
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show*Please access the website above, search by entering the Company’s name or securities code(6925), and select“Basic information” then “Documents for public inspection/PR information” to view the matters.
If you are unable to attend the meeting on the date, you may also exercise your voting rights in writing orby an electromagnetic method. We kindly request you to read the Reference Document for the Annual
General Meeting of Shareholders and exercise your voting rights by no later than 5:15 p.m., June 26, 2024
(Wednesday).
Sincerely yours,

1. Date:
2. Venue:

10:00 a.m., June 27, 2024 (Thursday) (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 61st business period (April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Seven (7) Directors (excluding directors who are Audit & Supervisory Committee
Members)
Proposal No. 3: Election of Four (4) Directors who are Audit & Supervisory Committee Members
Proposal No. 4: Partial Revision of Amount and Contents of Stock Remuneration for Directors and Executive
Officer
4. Matters decided upon convening the Annual General Meeting of Shareholders (Information on the exercise of
voting rights) :(1) If you exercise your voting rights in writing and do not indicate your approval or disapproval for proposals on thevoting form, your vote will be treated as if you indicated your approval.
(2) If you exercise your voting rights multiple times by an electromagnetic method, only your last vote will be treatedas valid.
(3) If you exercise your voting rights both in wrting and by an electromagnetic method, only the vote by anelectromagnetic method will be treated as valid regardless of the date and time of arrival.
(4) If you exercise your voting rights by proxy, you may delegate another one shareholder as a proxy, who also owns
voting rights of the Company, to attend the General Meeting of Shareholders. However, please to be advised thatyou will be required to submit a written document certifying your proxy’s authority along with the voting form.

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○

If there are any revisions to Matters Subject to Measures for Electronic Provision, a notice of such revision, the matters
before and after such revision will be shown on each of the above websites.
○ Of Matters Subject to Measures for Electronic Provision, "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 theConsolidated Financial Statements and "Notes to the Non-consolidated Financial Statements" in the Non-consolidated
Financial Statements are not stated in the document to be sent to shareholders who made a request to the Company fordelivery of documents, pursuant to provisions of laws and regulations as well as the Articles of Incorporation of theCompany. However, the Accounting Auditor and the Audit & Supervisory Committee have audited the document including
said Matters Subject to Measures for Electronic Provision for the purpose of preparing an accounting auditor’s report andan auditors’ report.
○ Please be advised that no gifts will be provided to attending shareholders.

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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.
1. 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
to shareholders, 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 commonshare, as in 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: 5,145,158,950 yen(3) The day on which such distribution of dividend of surplus takes effect
On June 28, 2024
2. Appropriation of Other Surplus
For the purpose of ensuring sufficient flexibility in its capital policy, the Company would like to reverse
the general reserve and apply it to retained earnings carried forward.
(1) Item and amount of surplus to be increased
Retained earnings carried forward: 22,350,000,000 yen(2) Item and amount of surplus to be decreased
General reserve: 22,350,000,000 yen

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3

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Proposal No. 2: Election of Seven (7) Directors (excluding directors who are Audit & Supervisory Committee
Members)
The terms of office of all Ten (10) 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 seven (7) Directors, decreasing the number of
Directors in order to enhance the efficiency of the Company’s management system.
The Board of Directors has previously consulted the Nomination and Remuneration Advisory Committee,
whose chairperson and majority of the members are Independent Outside Directors, with regard to this
Proposal. The Audit & Supervisory Committee has judged that all candidates for Directors are eligible withregard 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 theCandidateCurrent position and responsibility

Namenumberat the Company

Term of office

Board ofDirectors’
meetings

1[Re-elected]
Takabumi Asahi

President and Chief Executive Officer

3 years100%(12 / 12)

Director and Senior Executive Vice2

[Re-elected]

President

Tetsuo Nakano

Chief Operating Officer

1 year100%(9 / 9)Chief Sustainability Officer
34[Re-elected]

Director and Managing Executive Officer

Kazuhisa

General Manager, Photolithography

Kamiyama

Division[Re-elected]
Toyonari Sasaki

Outside Director

Outside Director
Independent Director[Re-elected]
5Masatoshi

Outside Director

Matsuzaki
6[Re-elected]
Naoaki Mashita

Outside Director

Outside Director
Independent Director
Outside Director
Independent Director[Newly Elected]
7

Mika
Masuyama-

Outside Director
Independent Director

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4

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5 years
5 years
2 years
1 year-100%(12 / 12)100%
(12 / 12)100%
(12 / 12)100%
(9 / 9)-

Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Apr. 1987
Apr. 1998
Apr. 1999
Apr. 2004

1

Number of theCompany’s
shares owned

Oki Electric Industry Co., Ltd.
GM, Oki Semiconductor Taiwan BranchPresident, Oki Taiwan Inc.
GM, North America, Sales and Marketing
Dept., Silicon Solutions Company, Oki
Electric Industry Co., Ltd.
Apr. 2007
President and CEO, Oki Semiconductor
Americas Company
Aug. 2009
President and CEO, Oki Data Americas Inc.
Aug. 2013
GM, Overseas Sales and Marketing Center,
Marketing Dept. Oki Data Inc. (currently Oki
Electric Industry Co., Ltd.)
Oct. 2015
Deputy GM, Marketing Dept. Oki Data Inc.
Takabumi Asahi
Apr. 2017
Joined Ushio Inc.
3,800
(August 28, 1964)
Deputy General Manager, Corporate
Headquarters
Apr. 2018
Executive Officer
Deputy General Manager, Corporate
Headquarters and General Manager,
Corporate Strategy Division, Corporate
Headquarters
Apr. 2019
Senior Executive Officer
General Manager, Corporate Headquarters
Jun. 2021
Director and Senior Executive Officer
Apr. 2022
Director, Managing Executive Officer andChief Financial Officer
Apr. 2024
President and Chief Executive Officer(incumbent)<Reasons for electing Mr. Takabumi Asahi as a candidate for Director>
Mr, Takabumi Asahi has directed the management of overseas group companies and sales andmarketing operations of a manufacturer with global operations for many years. After joining theCompany, he has undertaken management roles as General Manager of the Administrative Department
and Executive Officer in charge of financial affairs. In April 2024, he assumed the position of President
and Chief Executive Officer. The Company has judged that with such extensive experience andknowledge, he is expected to continue to perform an appropriate role in overall management towardfurther enhancing corporate value. Accordingly, the Company proposes him as a candidate for
Director.

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Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Apr. 1988
Apr. 2016

2

Number of theCompany’s
shares owned

Joined Ushio Inc.
Group Executive Officer
Chairman, Ushio Shanghai, Inc.
Apr. 2017
Group Senior Executive Officer
Apr. 2018
Group Managing Executive Officer
Apr. 2019
Managing Executive Officer
Deputy General Manager, Business
Tetsuo Nakano
Management Headquarters and General
4,900(September 4, 1965)
Manager, Light Source Business Division,
Business Management Headquarters
Apr. 2022
General Manager, ESG Promotion
Headquarters
Jun. 2023
Director, Managing Executive Officer
Apr. 2024
Director, Senior Executive Vice President,
Chief Operating Officer and Chief
Sustainability Officer (incumbent)<Reasons for electing Mr. Tetsuo Nakano as a candidate for Director>
After having worked in the sales division of the light source business for many years and directed the
management of China Group Companies, Mr. Tetsuo Nakano assumed the position of General
Manager of the light source business in April 2019. He has served the position of General Manager ofthe promotion of ESG management since April 2022, and assumed the position of Senior Executive
Vice President, Chief Operating Officer and Chief Sustainability Officer in April 2024. The Company
has judged that with such extensive experience and knowledge, he is expected to continue to perform
an appropriate role in overall management toward further enhancing corporate value. Accordingly, theCompany proposes him as a candidate for Director.

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6

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Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Sep. 1995
Apr. 2016
Apr. 2018
Jul. 2018

3

Number of theCompany’s
shares owned

Joined Ushio Inc.
Executive Officer
General Manager, Corporate Headquarters
Group Executive Officer
Chief Financial Officer, CHRISTIE DIGITALSYSTEMS INC.
Apr. 2019
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 SYSTEMS CANADA
Kazuhisa Kamiyama
5,750
INC.
(September 25, 1968)
Jun. 2019
Director and Group Senior Executive Officer
Apr. 2022
Director and Managing Executive Officer(incumbent)
Deputy General Manager, Business
Management Headquarters and General
Manager, Light Source Business Division,
Business Management Headquarters
Apr. 2023
Deputy General Manager, Business
Management Headquarters and General
Manager, Life Science Division, Business
Management Headquarters
Apr. 2024
General Manager, Photolithography Division(incumbent)<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. Since April
2022, he has successively served as the General Manager of the light source business, the life Sciencebusiness, and the photolithography business. The Company has judged that with such extensive
experience and knowledge, he is expected to continue to perform an appropriate role in overallmanagement toward further enhancing corporate value. Accordingly, the Company proposes him as a
candidate for Director.

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7

－

Candidate
numberName(Date of Birth)

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

4

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
2,200
Apr. 2013
Chief Domestic Coordinator, Governmental
Toyonari Sasaki
Headquarters for the Trans-Pacific Strategic(April 1, 1953)
Economic Partnership Agreement (TPP),
Cabinet Secretariat
Jul. 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
has judged that Mr. Toyonari Sasaki is an Independent Outside Director who has no conflicts of interest
with ordinary shareholder.

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8

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Candidate
numberName(Date of Birth)

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

5

Number of theCompany’s
shares owned

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
and Representative Executive Officer, Konica
Minolta Holdings, Inc.
Apr. 2014
Director and Chair of the Board of Directors,
OutsideIndependent
Konica Minolta, Inc.
Director
Director
Jun. 2019
Outside Director and Chair of the Board of0
Directors, LIXIL Group Corporation
Masatoshi Matsuzaki(currently LIXIL Corporation) (incumbent)(July 21, 1950)
Aug. 2021
Outside Director, SmartHR, Inc.
Apr. 2022
Outside Director and Chair of the Board of
Directors, SmartHR, Inc. (incumbent)
Jun. 2022
Outside Director
Special Advisor, Konica Minolta, Inc.
Mar. 2023
Outside Audit & Supervisory Board Member,Lion Corporation (incumbent)
Jun. 2023
Outside Director and Chair of the Board of
Directors (incumbent)(Significant concurrent position)
Outside Director and Chair of the Board of Directors, LIXIL
Corporation
Outside Director and Chair of the Board of Directors,
SmartHR, Inc.
Outside Audit & Supervisory Board Member, Lion
Corporation<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 continue to appropriately perform
managerial roles, which include advising the management of the Company and supervising theexecution of business. 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 has 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 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 less than one percent (1%)
in each of the past five (5) fiscal years. Further, more than ten (10) years have passed since Mr.
Masatoshi Matsuzaki resigned the executive officer of Konica Minolta Group. Based on the
aforementioned background, Mr. Masatoshi Matsuzaki satisfies the Independence Criteria for Outside
Directors prescribed by the Company.
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9－

Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Oct. 1998

6

Number of theCompany’s
shares owned

Established V-cube Internet (currently Vcube, Inc.) and served as President and CEO
Jan. 2004
President and CEO, V-cube Broad
Communications, Inc. (currently V-cube, Inc.)
Oct. 2015
Director, V-cube Robotics Japan, Inc.
(currently SENSYN ROBOTICS, Inc.)
Director, Wizlearn Technologies Pte. Ltd.
(incumbent)
Nov. 2018
President and CEO, SENSYN ROBOTICS,
Inc.
Aug. 2019
Chairman and Representative Director,
SENSYN ROBOTICS, Inc.
Jun.
2021
Director, SENSYN ROBOTICS, Inc.
OutsideIndependent(incumbent)
Director
Director0
Director, Xyvid, Inc. (Incumbent)
Naoaki Mashita
Mar. 2022
Representative Director, Chairman &Group
CEO, V-cube, Inc. (incumbent)(December 2, 1977)
Sep. 2022
Outside Director, MICIN, Inc. (incumbent)
Jun. 2023
Outside Director (incumbent)
Outside Director, Sumitomo Mitsui Trust
Bank, Limited (incumbent)(Significant concurrent position)
Representative Director, Chairman &Group CEO, V-cube,
Inc.
Director, Wizlearn Technologies Pte. Ltd.
Director, SENSYN ROBOTICS, Inc.
Director, Xyvid, Inc.
Outside Director, MICIN, Inc.
Outside Director, Sumitomo Mitsui Trust Bank, Limited<Reasons for electing Mr. Naoaki Mashita as a candidate for Outside Director and overview of
expected roles>
As the founder and manager of an information and telecommunications and DX business company,
Mr. Naoaki Mashita has been engaged in global corporate management with offices in Asia and North
America, and possesses global values along with a wealth of experience and in-depth knowledge. 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 theexecution of business. Accordingly, the Company proposes him as a candidate for Outside Director.
<Independence>
There are no special interests between Mr. Naoaki Mashita and the Company. In addition, he satisfies
the Independence Criteria for Outside Directors prescribed by the Company. Therefore, the Company
has judged that Mr. Naoaki Mashita is an Independent Outside Director who has no conflicts of interest
with ordinary shareholder.
Although Mr. Naoaki Mashita is Representative Director, Chairman and Group CEO of V-cube, Inc.
with which the Company has business transactions, the percentage of such transactions against
consolidated net sales of either V-cube Group and Ushio Group is less than one percent (1%) in eachof the past five (5) fiscal years. Based on the aforementioned background, Mr. Naoaki Mashita satisfies
the Independence Criteria for Outside Directors prescribed by the Company.

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Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Apr. 1985
Sep. 1991

7

Number of theCompany’s
shares owned

Joined the Bank of Japan
International Marketing Director, Cap Gemini
SogetiNov. 1992
Senior Consultant, Gemini Consulting Japan
Jun. 1997
Joined Egon ZehnderJan. 2004
Partner, Egon Zehnder
Oct. 2016
President and Representative Partner,
Masuyama & Company LLC. (incumbent)
Mar. 2017
Outside Director (an Audit & Supervisory
Newly
Committee Member), Suntory Beverage &ElectedFood Limited (incumbent)
Mar.
2019
OutsideDirector, KOKUYO Co., Ltd.
OutsideIndependent0(incumbent)
Director
Director
Jun. 2019
Outside Director, Konoike Transport Co., Ltd.
(incumbent)
Mika Masuyama
May 2020
Outside Director, MetLife Insurance K.K(January 6, 1963)(incumbent)(Significant concurrent position)
President and Representative Partner, Masuyama &Company LLC.
Outside Director (an Audit & Supervisory Committee
Member), Suntory Beverage & Food Limited
Outside Director, KOKUYO Co., Ltd.
Outside Director, Konoike Transport Co., Ltd.
Outside Director, MetLife Insurance K.K<Reasons for electing Ms. Mika Masuyama as a candidate for Outside Director and overview of
expected roles>
Ms. Mika Masuyama has a wealth of consulting experience and knowledge in areas such as corporate
governance, human capital and organizations, and M&A, and has global expertise of management andeconomics. The Company has judged that with such strengths, she is expected to appropriately perform
managerial roles, which include advising the management of the Company and supervising theexecution of business. Accordingly, the Company proposes her as a candidate for Outside Director.

<Independence>
There is no business relationship between the firm Mika Masuyama represents and the Company. There
are also no special interests between Ms. Mika Masuyama and the Company. In addition, she satisfies
the Independence Criteria for Outside Directors prescribed by the Company. Therefore, the Company
has judged that Ms. Mika Masuyama is an Independent Outside Director who has no conflicts ofinterest with ordinary shareholders.
Notes:
1. (i) Mr. Toyonari Sasaki will have served as Outside Director of the Company for five (5) years at the close of thisAnnual General Meeting of Shareholders.
(ii) Mr. Masatoshi Matsuzaki will have served as Outside Director of the Company for two (2) years at the close ofthis Annual General Meeting of Shareholders.
(iii) Mr. Naoaki Mashita will have served as Outside Director of the Company for one (1) year at the close of thisAnnual General Meeting of Shareholders.
2. Mr. Masatoshi Matsuzaki serves as Outside Director of LIXIL Corporation, but will retire from the position of
Outside Director at the close of the firm’s annual general meeting of shareholders scheduled on June 19, 2024.
3. Konoike Transport, Co., Ltd., for which Ms. Mika Masuyama serves as Outside Director, announced on February 9,2024 that it had confirmed the fact that its employees had engaged in fraudulent activities of fictitious invoicing andembezzlement in collusion with its business partners, and subsequently, on March 14, 2024, announced that in thecourse of the investigation conducted by the internal control investigation committee into the existence of similar
incidents related to said fraudulent activities, it was revealed that its employees had engaged in fraudulent accounting
－

11

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4.

5.

6.

practices such as improper disbursement of stored goods, cost substitution between sections, etc. Ms. Mika
Masuyama had been raising awareness of compliance with laws and regulations by regularly offering
recommendations from the viewpoint thereof at the Board of Directors and other meetings. Since becoming awareof said facts, she has appropriately fulfilled her responsibilities by making specific recommendations and expressing
her opinions to prevent recurrence at the Board of Directors and other meetings, with regard to strengthening internal
control systems and deterrent functions, promoting personnel mobility and appropriate placement, maintaining
proper relationships with business partners, and revitalizing corporate culture.
The Company and each Mr. Toyonari Sasaki, Mr. Masatoshi Matsuzaki and Mr. Naoaki Mashita 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 provisions of Article 427, Paragraph 1 of the said Act. Under this agreement, the liabilities arelimited to the extent prescribed by law. If the appointment of Mr. Toyonari Sasaki, Mr. Masatoshi Matsuzaki and Mr.
Naoaki Mashita is approved, the Company intends to continue the liability limitation agreement described above witheach of them. If Ms. Mika Masuyama is elected, the Company plans to conclude the liability limitation agreement in
the same manner.
The Company has registered each Mr. Toyonari Sasaki, Mr. Masatoshi Matsuzaki and Mr. Naoaki Mashita as an
Independent Director with the Tokyo Stock Exchange, Inc. in conformity with the regulations thereof. If theappointment of Mr. Toyonari Sasaki, Mr. Masatoshi Matsuzaki and Mr. Naoaki Mashita is approved, each of themwill continue to be an Independent Director. If Ms. Mika Masuyama is elected, 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.

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Proposal No. 3: Election of four (4) Directors who are Audit & Supervisory Committee Members
The terms of office of all four (4) 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.
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[Newly Elected]
1

MakotoKinoshita234[Re-elected]
Rei Sugihara[Re-elected]
Akemi Sunaga[Re-elected]
Chiaki Ariizumi-

Executive Officer
In Charge of HR & General Affairs Division

100%

Outside Director (anAudit & Supervisory
Committee Member)

Outside Director
Independent Director

4 years(12 / 12)100%
(13 /13)100%

Outside Director (anAudit & Supervisory
Committee Member)

Outside Director
Independent Director

Committee Member)－(12 / 12)100%
(13 /13)100%

Outside Director (anAudit & Supervisory

4 years

Outside Director
Independent Director

2 years(12 / 12)100%
(13 / 13)

13－

Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Apr. 1990

1

Number of theCompany’s
shares owned

Joined the Bank of Tokyo, Ltd. (currently
MUFG Bank, Ltd.)
Nov. 2016
President, Banco de Tokyo-Mitsubishi UFJ
Brasil S/A (currently Banco MUFG Brasil
S.A.)
Apr. 2018
President,Banco MUFG Brasil S.A.
Deputy General Manager, Latin America
Region and General Manager, Americas
Corporate Administration Division, MUFG
Bank, Ltd.
Newly
Apr. 2020
Joined Ushio Inc.
Elected
Sep. 2020
General Manager, Global HR Strategy0
Makoto Kinoshita
Department, Human Resource & General(May 29, 1965)
Affairs Division, Corporate Headquarters
Apr. 2022
Executive Officer (incumbent)
General Manager, Global Human
Resources & General Affairs Division,
Corporate Headquarters
Apr. 2023
General Manager, Group Human Resources& General Affairs Division, Corporate
Headquarters
Apr. 2024
In Charge of HR & General Affairs
Division (incumbent)<Reasons for electing Mr. Nobuyuki Kobayashi as a candidate for Director>
Mr. Makoto Kinoshita has many years of domestic and international experience at financial
institutions. After joining the Company, he has undertaken the management roles as the General
Manager of the human resources department and as an Executive Officer in charge of humanresources, general affairs, and risk management. The Company has judged that with his depth of
specialized knowledge and extensive experience, he would 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.

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14

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Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Apr. 1986

2

Number of theCompany’s
shares owned

Judge (Assistant Judge, Tokyo District
Court)
Apr. 1995
Attorney-at-law (incumbent)
Jan. 1996
Joined Koga Law Office (currently Kasumi
Sogo Law Office)Outside Director (an Audit & Supervisory
OutsideIndependent Jun. 2020
Committee Member) (incumbent)
Director
Director
1,100
Jan.
2023
OutsideDirector (an Audit & Supervisory
Rei Sugihara
Committee Member), TOMOE Engineering(October 25, 1958)
Co., Ltd. (incumbent)(Significant concurrent positions)
Attorney-at-law
Outside Director (an Audit & Supervisory Committee
Member), TOMOE Engineering Co., Ltd.
<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
has judged that Ms. Rei Sugihara is an Independent Outside Director who has no conflicts of interest
with ordinary shareholder.

－

15

－

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 Japan 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
Committee Member) (incumbent)
Outside Director (an Audit & Supervisory
Committee Member), YOMEISHU SEIZO
CO., LTD. (incumbent)
OutsideIndependent Jun. 2021
Outside Audit & Supervisory Board
Director
Director
Member, Prima Meat Packers, Ltd.
1,200
(incumbent)
Akemi Sunaga
Jun 2022
Outside Director, KYB Corporation(August 14, 1961)(incumbent)
Mar. 2023
Outside Audit & Supervisory Board
Member, Lion Corporation (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.
Outside Director, KYB Corporation
Outside Audit & Supervisory Board Member, Lion
Corporation<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>
－

16

－

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 has judged that Ms. Akemi Sunaga is an Independent Outside Director who has no conflictsof interest with ordinary shareholders.

－

17

－

Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Apr. 1987
May 1998

4

Number of theCompany’s
shares owned

Joined the Bank of Japan
Deputy Manager, International Department(Head of Europe & America Group), theBank of Japan
Jul. 2002
Manager, Nagoya Branch, the Bank of
Japan
Jul. 2005
Director, Public Relations Department, theBank of Japan
Jul. 2009
Director, Secretariat of the Policy Board(Head of Business Liaison Group), the Bankof JapanJun. 2019
Director, Public Relations Department, theBank of Japan
OutsideIndependent Jan. 2020
Personnel and Corporate Affairs
Director
Director
Department, the Bank of Japan
500
Mar. 2020
Retired from the Bank of Japan
Chiaki Ariizumi
Outside Audit & Supervisory Board(October 14, 1964)
Member, Kobayashi Pharmaceutical Co.,
Ltd.
Jun. 2021
Outside Audit & Supervisory Board
Member, Kiraboshi Bank, Ltd. (incumbent)
Mar. 2022
Outside Director, Kobayashi PharmaceuticalCo., Ltd. (incumbent)
Jun. 2022
Outside Director (an Audit & Supervisory
Committee Member) (incumbent)(Significant concurrent positions)
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 continue to fairly and adequately perform audits and supervise theexecution of business. 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
has judged that Ms. Chiaki Ariizumi is an Independent Outside Director who has no conflicts ofinterest with ordinary shareholder.

Notes:
1. (i) Ms. Rei Sugihara and Ms. Akemi Sunaga will have served as Outside Director of the Company for four (4) years
at the close of this Annual General Meeting of Shareholders.
(ii) Ms. Chiaki Ariizumi will have served as Outside Director of the Company for two (2) years at the close of thisAnnual General Meeting of Shareholders.
2. Kobayashi Pharmaceutical Co., Ltd., for which Ms. Chiaki Ariizumi serves as Outside Director, announced on
March 22, 2024 that it was voluntarily recalling functional foods containing “Beni-Koji” ingredient that it had
manufactured and sold, due to reported that the products had caused health problems, and subsequently on March 27,2024, received an administrative disposition from the Osaka City Public Health Center ordering a recall of the productin question for violation of the Food Sanitation Law. Ms. Chiaki Ariizumi had been overseeing the establishment andoperation of internal control systems by regularly offering opinions and proposals from the viewpoint of risk
－

18

－

3.

4.

5.

management, and compliance with laws and regulations at the Board of Directors and other meetings. Since becoming
aware of said facts, she has appropriately fulfilled her responsibilities by overseeing that appropriate actions are taken
to deal with the case, and making recommendations on investigation to determine the causes and prevention
recurrence at the Board of Directors and other meetings.
The Company and each Ms. Rei Sugihara, Ms. Akemi Sunaga and Ms. Chiaki Ariizumi have in place between theman agreement that limits the liability of damages provided in Article 423, Paragraph 1 of the Companies Act pursuant
to the provisions of Article 427, Paragraph 1 of the said Act. Under this agreement, the liabilities are limited to theextent prescribed by law. If the appointment of Ms. Rei Sugihara, Ms. Akemi Sunaga and Ms. Chiaki Ariizumi isapproved, the Company intends to continue the liability limitation agreement described above with each of them.
The Company has registered each Ms. Rei Sugihara, Ms. Akemi Sunaga and Ms. Chiaki Ariizumi as an Independent
Director with the Tokyo Stock Exchange, Inc. in conformity with the regulations thereof. If the appointment of Ms.
Rei Sugihara, Ms. Akemi Sunaga and Ms. Chiaki Ariizumi is approved, each of them will continue to be an
Independent Director.
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

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<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 Remuneration 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:(i)

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 was 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).

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20

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<Reference> Skills Matrix of the Board of Directors
If Proposal No. 2 and No.3 is approved as proposed, a skills matrix of the Board of Directors will be as following:
Expected expertise and experience
Knowledge in

Corporate

Globalmanagementbusiness

Finance,priority

accounting,businesses andM&A

relatedIT, digitaltransformation

Risk

Human

management,

capitalcompliancestrategy●●

Sustainability,
ESG

industries

Takabumi Asahi●●

Testuo Nakano

●

●

●

KazuhisaKamiyama

●

●

●

●

●

●
●

[Outside Director]●[Independent Director]●

Toyonari Sasaki
Directors[Outside Director][Independent Director]

Masatoshi
Matsuzaki

●

●

●

●

●

●

[Outside Director][Independent Director]●

Naoaki Mashita[Newly elected][Outside Director][Independent Director]

●

●

●

Mika
Masuyama[Newly elected]

MakotoKinoshita●●●[Outside Director]

Audit &

[Independent Director]

Supervisory

Rei Sugihara

Committee[Outside Director]

Members[Independent Director]

●
●

●

●

●

Akemi Sunaga[Outside Director][Independent Director]

Chiaki Ariizumi
Notes:The skills matrix above does not represent all the experience and knowledge possessed, but rather lists what is particularly expected.

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21

－

The reasons for the selection of the skill items the Company expects the directors to possess are as follows:
Skill items
Reason for the selection
The Company is listed on the Tokyo Stock Exchange Prime Market and aim to be an innovationcompany in the field of "light" growing together with its customers. In order to achieve sustainable
Corporate management
growth, the Company believes that it is essential to have directors with solid experience andknowledge in "corporate management" (equivalent to the Prime Market).
The Company is expanding its business in global markets, and its overseas sales have been
Global businessconsistently high. In order to further enhance its global business expansion, the Company believes
that it is essential to have directors with solid experience and knowledge in "global business."
In the Company’s new growth strategy (Revive Vision 2030), the Company has identified ROE as a
KPI. In order to execute "business review" and "portfolio transformation" initiatives to improve
profitability, and to successfully balance its “growth strategy” and “capital policy”, the Company
Finance, accounting, M&A
believes that it is essential to have directors with solid experience and knowledge in "finance,accounting, M&A"
In the Company’s new growth strategy (Revive Vision 2030), the Company has redefined its
strategic areas, and stated to execute "business review" and "portfolio transformation" initiatives toKnowledge in priority
achieve "steady business growth." To meet this objective, the Company believes that it is essential
businesses and related
to have directors with solid experience and knowledge in needs of diverse customer andindustries
stakeholders, manufacturing, technology, research and development, within the Company’s priority
business as well as related industries.
Amid significant changes in the business environment, the Company recognizes the increasingnecessity for utilizing IT to improve management efficiency and productivity, as well as thenecessity to develop from the perspective of digital transformation (DX) in order to create businessIT, digital transformation
ventures with significant social value. To ensure the validity of each initiative and drive theCompany’s sustainable growth, the Company believes that it is essential to have directors withsolid experience and knowledge in "IT, digital transformation."
To establish structures for the Company’s sustainable growth and long-term enhancement ofcorporate value, the Company believes that it is essential to have directors with solid experience
Risk management,
and knowledge in "risk management, compliance" across all aspects of the corporate management,complianceincluding the establishment and operation of internal control systems and the management ofsignificant business risks.
The Company is stated “Conviction to Build Both a Prosperous Company and Prosperous
Employees” in its “Management Philosophy”, aiming for simultaneous growth of the Company andits employees. To meet this objective, the Company believes that it is essential to have directors
with solid experience and knowledge in "human capital strategy," including the validation of
Human capital strategy
measures to strengthen the foundation of human capital, such as the development of management
talent to contribute to the sustainable growth and development of the Company, promotion ofdiversity and inclusion, and improvement of employee engagement.
To achieve the Company's sustainable growth and enhancement of corporate value, it is necessary
to implement measures that focus on both business growth and ESG management, aiming for theenhancement of corporate value. In order to ensure the validity of these initiatives, including
verifying the alignment of the direction of ESG management and various initiatives, including not
Sustainability, ESG
only in terms of environmental issues but also in terms of external evaluations, with the trends insociety and the long-term value that society demands, the Company believes that it is essential tohave directors with solid experience and knowledge in "sustainability, ESG".

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22

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Proposal No. 4: Partial Revision of Amount and Contents of Stock Remuneration for Directors and Executive
Officers
1. Reasons for the proposal and reasons justifying such remuneration
Pursuant to the resolutions of the Annual General Meeting of Shareholders held on June 26, 2015, and June29, 2016, the Company has implemented a stock-based remuneration plan (the "Plan") for Directors (excluding
Directors who are Audit & Supervisory Committee Members and excluding Outside Directors) and Executive
Officers (excluding those who are non-residents of Japan, and hereinafter collectively “Directors, etc.”).
Further, pursuant to the resolution of Annual General Meeting of Shareholders held on June 29, 2023, the Plan
has been revised to link the Plan to period covered by medium-term management plans formulated by theCompany, with an upper limit to monetary to be contributed by the Company in the amount of 1,140 million
yen for each period covered by the Plan, in order to further increase the motivation of the Directors, etc. tocontribute to the enhancement of the corporate value and to encourage Directors, etc. to implement themedium-term management plans steadily.
The Company have recently conducted a review of its medium-term management plan and have established
Revive Vision 2030 as new growth strategy until the fiscal year ending March 2030 (hereinafter referred to as
the "New Growth Strategy"). Therefore, the Company proposes to revise the Plan in order to link the Plan to
the New Growth Strategy.
The Board of Directors has previously consulted the Nomination and Remuneration Advisory Committee,
whose chairperson and majority of the members are Independent Outside Directors, with regard to this
Proposal. In addition, subject to the approval of this Proposal, the Board of Directors held on May 14, 2024
resolved a basic policy on individual remuneration for each Director (page 26). The Company has judged thatthe contents of this proposal are appropriate because the revisions to the Plan are necessary and reasonable inorder to individual remuneration to Directors, etc. whose content is in accordance with such basic policy.
Further, Audit & Supervisory Committee has also judged that the content of such remuneration is appropriate,taking into consideration the fairness of the calculation of the amount of remuneration under the Plan, thepurpose of the revision, and other factors.
There are currently five (5) Directors and four (4) Executive Officers who are subject to the Plan. Provided
Proposals No. 2 “Election of seven (7) Directors (excluding directors who are Audit & Supervisory Committee
Members)” and No. 3 “Election of four (4) Directors who are Audit & Supervisory Committee Members” areapproved as proposed, the number of eligible Directors and Executive Officers will be three (3) and three (3),respectively.
The Plan establishes an additional remuneration separately from the remuneration limit approved at theAnnual General Meeting of Shareholders held on June 29, 2016 which sets the monetary remuneration for
Directors up to 540 million yen per year (of which the portion for Outside Director is up to 84 million yen).
2. Partial revision of the Plan
(1) Outline of the Plan
The Plan is a stock remuneration plan in which Company’s shares will be acquired from the stock market
through the trust (a trust created with the Company as trustor; hereinafter referred to as the “Trust”) using
the money, which is equivalent to the remuneration for Directors etc., contributed by the Company, anddelivery and payment of the Company shares and the cash equivalent of the conversion value of said shares
to Directors, etc., will be conducted based on their position and the degree of accomplishment of targets
shown in management plans or management strategies, etc. (hereinafter referred to as the “Management
Strategies, etc.”) formulated by the Company(2) Details of the revision of the Plan(i) Revision of the subject period
The current Plan covers the period up to the fiscal year ending March 2026, and while the period of theestablished Trust will expire in August 2026, the Trust will cover the period up to the fiscal year ending
March 2027, which is the final fiscal year of the period covered by Phase I of the New Growth Strategy,
and the period of the Trust will be extended by one (1) year to the end of August 2027. Thereafter, theperiods covered by the Plan will be the fiscal years covered by the Management Strategies, etc. to be
formulated in the future.
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23

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(ii) Revision of upper limit to money to be contributed by the Company
The upper limit on monetary to be contributed by the Company to the Plan per year varies depending oneach fiscal year of the Management Strategies, etc. In order to encourage steady implementation of the New
Growth Strategy, the number of the base stock points for each position is weighted toward the final year of
the period covered by Management Strategies, etc. Accordingly, the upper limit on monetary to becontributed by the Company to the Plan per year is 456 million yen for the final fiscal year of theManagement Strategies, etc. and 342 million yen for other fiscal years. The Company will contributemonetary to the Plan within no more than the amount accumulated upper limits set forth above based on thenumber of the fiscal years covered by the Management Strategies, etc. (For Phase I of the New Growth
Strategy, totaling 1,140 million yen), and set up the Trust, beneficiaries of which are Directors, etc., whomeet the beneficiary requirements.
Upon renewal of the period covered by the Plan in the future, a continuation of the Trust for the renewed
period is possible by revising the trust contract and by implementing an additional trust by resolution of theBoard of Directors meeting. In such a case, the trust period of the Trust will be extended by only the same
period as the renewed period, and the Company will, in each extended trust period, make additional
contributions to the Trust within no more than the accumulated amount based on the number of the fiscal
years covered by the Management Strategies, etc., with the upper limit per year of 456 million yen for the
final fiscal year of the Management Strategies, etc. and 342 million yen for other fiscal years of theManagement Strategies, etc. However, when an additional contribution is made and there are remaining
Company shares (excluding Company shares corresponding to stock points awarded to Directors, etc., andwith respect to which the delivery has not yet been conducted, hereinafter referred to as “Remaining
Shares”) and cash (together with the Remaining Shares hereinafter referred to as “Remaining Shares, etc.”)
as Trust assets on the last day of the trust period before being extended, the total value of the Remaining
Shares, etc. and the additional contribution of trust money shall be no more than the accumulated amountbased on the number of the fiscal years covered by the Management Strategies, etc.
(iii) Revision of calculation and upper limit of a number of stock points to be granted to Directors, etc.
Directors, etc. will be awarded a set number of stock points at a certain time each year in the trust period
based on their position and the degree of accomplishment of each evaluation indicator in that business year
ending 31 March (namely the previous fiscal year, hereinafter “Evaluated Fiscal Year”).
The stock points to be awarded will be calculated by multiplying the base stock points for each position
by a payment factor corresponding to the degree of accomplishment of each evaluation indicator(performance targets and ESG targets). Performance targets, which will be used as evaluation indicators forcalculating the payment factor for the period covered by Phase I of the New Growth Strategy, will be ROE
and consolidated operating margin (Unplanned, temporary performance impacts may occur in ROE andconsolidated operating margin when making selections and concentrations (business acquisitions,divestments and exits) through portfolio transformation that will contribute to future corporate valueenhancement. If this is the case, number excluding such impacts are used.), while ESG targets will be
engagement score and ESG evaluation score.
In order to encourage steady implementation of the Management Strategies, etc., the number of the basestock points for each position is weighted toward the final year of the Management Strategies, etc.
Accordingly, the upper limit on the number of stock points that can be granted to Directors, etc. per year is
165,000 points for the final Evaluated Fiscal Year of the period covered by the Plan and 127,500 points forother Evaluated Fiscal Years. The upper limit on the total number of stock points that can be granted to
Directors, etc. during the period covered by the Plan is the accumulated amount based on the number of the
Evaluated Fiscal Years covered by the Management Strategies, etc. (For Phase I of the New Growth Strategy,
totaling 420,000 stock points).
One stock point equals one Company share. If, during the trust period, there is an event, considering
which a point adjustment is deemed to be fair, including a stock split or reverse split, adjustment of the ratio
shall be conducted corresponding to the split/reverse split ratio.
In the event of a serious violation of duties by a Director, etc., the Company may forfeit the right to
－

24

－

receive shares or demand the return of the amount equivalent to the stock remuneration already delivered.
(3) Delivery of Company shares to Directors, etc.
Directors, etc. who fulfill the beneficiary requirements may, after retiring their position and upon carryingout prescribed beneficiary defined procedures, receive Company shares from the Trust corresponding to theprescribed ratio of the number of cumulative stock points granted until the time of delivery of Company
shares, and the remaining Company shares will be converted within the Trust to an equivalent cash value,and paid to the Directors, etc.
In the event of the death or overseas assignment of Directors, etc. who fulfill the beneficiary requirements
during the trust period, the number of Company shares corresponding to the number of cumulative stock
points calculated as of that time shall be converted within the Trust to an equivalent cash value, and paid tothe heir of such Director, etc. in the event of the death of such Directors, etc., or to such Directors, etc. in
the event of the overseas assignment of such Directors, etc.
(4) Voting rights of Company shares in the Trust
In order to maintain neutrality toward management of the Company, the voting rights of the Company
shares in the Trust may not be exercised.
(5) Other matters related to the Plan
Other matters related to the Plan shall be determined by the Board of Directors.

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25

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<Referrence> Basic policy on individual remuneration for each Director after this Annual General Meetingof Shereholders
If Proposal No.4 is approved, basic policy on individual remuneration for each Director will be as follows. For the
purpose of this basic policy, "Directors" means directors other than directors who are Audit & Supervisory
Committee members and “Directors, etc.” means Directors, excluding Outside Directors, and Executive Officers
who have entered into a delegation agreement with the Company. In addition, Directors, etc., who are eligible forstock remuneration exclude those who are non-residents of Japan.
(1) Basic policy on remuneration
・Remuneration should increase motivation to achieve the Company’s management goals.
・Remuneration should lead to continuous improvement of business performance and enhancement corporate value
over the medium- to long-term.
・Remuneration should be closely linked with the Company’s performance and the Company’s value, and also behighly transparent and objective.
・Remuneration should be at a level that enables recruitment and retention of diverse and talented personnel,
considering the level of companies listed on the Tokyo Stock Exchange Prime Market and companies of thesame size in the same industry.
・Remuneration should be determined through a transparent process to ensure the trust and support of stakeholders.
(2) Policy on remuneration structure and composition ratio
Remuneration for Directors, etc. of the Company consists of fixed monetary remuneration, short-term
performance-linked monetary remuneration and medium- to long-term performance-linked stock remuneration.
Remuneration levels and remuneration ratios for Directors, etc. are determined through deliberations by the
Nomination and Remuneration Advisory Committee following an objective comparative verification using
executive remuneration data from an external research organization in accordance with the basic policy. The
percentages of fixed monetary remuneration, short-term performance linked monetary remuneration, and mediumto long-term performance-linked stock remuneration, which are each set for Directors, etc. according to theirposition, are set approximately at the levels shown in the table below for when a target standard is achieved.
Short-term performanceMedium- to long-term
Fixed monetary
Postlinked monetary
performance-linked
remuneration
remuneration
stock remuneration
Representative Director
50%
25%
25%
Director
55%
25%
20%
Executive Officer
60%
25%
15%
(3) Policy on short-term performance-linked monetary remuneration
The Company will decide on short-term performance-linked monetary remuneration in accordance with one’s
position and degree of achievement of the performance targets (evaluation of consolidated performance and theperformance of the unit that each Director, etc. is in charge of) for a given fiscal year in order to further increase themotivation of Directors, etc. to contribute to the enhancement of the corporate value and to encourage them to
implement the new growth strategy (Revive Vision 2030) steadily under the basic policy. Evaluation indicators arelinked to key indicators of the new growth strategy, and the relevant indicators, ratios and target values during theperiod covered by Phase I of the new growth strategy have been set as shown in the table below.
This type of remuneration is paid in a lump sum after the end of a fiscal year in an amount determined bymultiplying the base amount set for each position by a factor set in accordance with the degree of achievement ofeach evaluation indicator. Short-term performance-linked monetary remuneration varies in value in a range between
0% and 200%.

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26

－

Directors
portionExecutive Officer portion

Target achievement rate for the unit the
Director is in charge ofPercentage
100%
50%Linked to fiscal year consolidated
Linked to fiscal year consolidated performance
Targetperformance targets of the unit thetargets
Directors is in charge of(*) Unplanned, temporary performance impacts may occur in ROE and consolidated operating margin when
making selections and concentrations (business acquisitions, divestments and exits) through portfoliotransformation that will contribute to future corporate value enhancement. If this is the case, number excluding suchimpacts are used.
Indicator

ROE(*)

Consolidated operating
margin (*)50%(4) Policy on medium- to long-term performance-linked stock remuneration
The Company will decide on medium- to long-term performance-linked stock remuneration in accordance with
one’s position and degree of achievement of the performance targets and ESG targets for a given fiscal year in orderto further increase the motivation of Directors, etc. toward the Remuneration to contribute to the enhancement of
the corporate value and to encourage them to implement the new growth strategy (Revive Vision 2030) steadily
under the basic policy. Evaluation indicators are linked to key indicators of the new growth strategy, and the relevant
indicators, ratios and target values have been set as shown in the table below.
The stock points for medium- to long-term performance-linked stock remuneration, which are granted to
Directors, etc. at certain times each year (*1), are calculated by multiplying the base stock points set for each position(*2) by a factor set in accordance with the degree of achievement of each evaluation indicator and vary within arange between 0% and 200%. When a Director etc. resigns, the Company shares will be given to him/her in thenumber determined by multiplying the cumulative number of stock points granted to him/her during his/her tenure
by one share per point.
Director portion
Executive Officer portion
Consolidated
ESG Evaluation
ROE
Engagement Score
Indicator
operating margin
Score
(*3)
(*4)
(*3)
(*5)
Percentage
100%
70%
18%
12%
Linked to fiscal year consolidated
TargetLinked to ESG targets
performance targets(*1) In order to encourage steady execution of the new growth strategy, the base number of stock points set fordifferent positions is weighted toward the final year of Phase I of the new growth strategy period. Accordingly, themaximum limit on the total number of stock points that can be granted to Directors, etc. per year is 165,000 points
for the final fiscal year of an evaluation period and 127,500 points for the other fiscal years subject to evaluation.
(*2) The base stock remuneration points linked to medium- to long-term performance were calculated by dividing
the preset amount of medium- to long-term performance-linked stock remuneration for each position by the averageclosing price of the Company stock during the period from January 4, 2023 to March 31, 2023.
(*3) Unplanned, temporary performance impacts may occur in ROE and consolidated operating margin when
making selections and concentrations (business acquisitions, divestments and exits) through portfoliotransformation that will contribute to future corporate value enhancement. If this is the case, number excluding suchimpacts are used.
(*4) The Company defines engagement as "a state in which executives and officers find value in their relationships
with their colleagues in the company and office and want to contribute actively," and uses as an engagement scorethe percentage of employees who have given an affirmative answer to a question indicating such state.
(*5) FTSE Russell ESG Ratings are used as an indicator.
(5) Policy on timing and conditions for granting remuneration
Fixed monetary remuneration is paid as a fixed monthly remuneration.
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Short-term performance-linked monetary remuneration is paid in a lump sum after the end of each fiscal year.
As for Medium- to long-term performance-linked stock remuneration, the Company shares corresponding to theaccumulated stock points granted individually are delivered, and the cash equivalent of the conversion value of thesaid share is paid if Directors, etc., fulfill the beneficiary requirements, in principle after retiring their positions, inaccordance with the Rules on Share Delivery for Directors, etc. prescribed by resolution of the Board of Director.
In the event of a serious violation of duties by a Director, etc., the Company may forfeit the right to receive sharesor demand the return of the amount equivalent to the stock remuneration already delivered.
(6) Matters related to the delegation of the decision on remuneration
The Nomination and Remuneration Advisory Committee, whose chairperson and majority of the members are
Outside Directors, deliberates and determines the system and level of remuneration for Directors and the evaluationof their contribution to the Company's performance in accordance with the delegation by the Board of Directors, inorder to ensure fairness and appropriateness in determining specific remuneration amounts for individual Directors.

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