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, 2023
(Measures for electronic provision have commenced on June 5, 2023)

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

Ushio Inc.
Koji Naito, President and Chief Executive Officer

Notice of the 60th Annual General Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 60th 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 60th 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 28, 2023
(Wednesday).
Sincerely yours,
1. Date:
2. Venue:

10:00 a.m., June 29, 2023 (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 60th business period (April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Ten (10) Directors (excluding directors who are Audit & Supervisory Committee
Members)
Proposal No. 3: 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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1 －

○
○

○

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.
For this General Meeting of Shareholders, the Company uniformly send the document stating Matters Subject to Measuresfor Electronic Provision, regardless of whether or not a request for document delivery is made.
However, "Systems for Ensuring the Appropriateness of Operations and the Status of Operation of such Systems" in theBusiness Report, "Notes to the Consolidated Financial Statements" in the Consolidated 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, pursuant to provisions of laws and regulations as well as the Articles 15 of the Articles of Incorporation of theCompany.
For this reason, the Business Report and the Consolidated and Non-Consolidated Financial Statements stated in the
document to be sent, are part of the Business Report and the Consolidated and Non-Consolidated Financial Statements thathave been audited by the Accounting Auditor and the Audit & Supervisory Committee for the purpose of preparing an
accounting auditor’s report and an auditors’ report.
Please be advised that no gifts will be provided to attending shareholders.

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2 －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,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: 5,895,317,400 yen(3) The day on which such distribution of dividend of surplus takes effect
On June 30, 2023－

3 －

Proposal No. 2: Election of Ten (10) 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 ten (10) Directors, increasing the number of
Directors in order to reinforce 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 five (5) candidates for Outside Directors satisfy the Independence
Criteria for Outside Directors prescribed by the Company (page 16).
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

4 years100%(11 / 11)

Representative Director and Senior
2[Re-elected]

Executive Vice President

Naoki

Chief Operating Officer

Kawamura

General Manager, Business Management

4 years100%(11 / 11)

Headquarters
Director and Managing Executive Officer
3[Re-elected]

Deputy General Manager, Business

Kazuhisa

Management Headquarters

Kamiyama

General Manager, Life Science Division,

4 years100%(11 / 11)

Business Management Headquarters
4

5[Re-elected]
Takabumi Asahi[Newly elected]
Tetsuo Nakano

Director and Managing Executive Officer
Chief Financial Officer
General Manager, Corporate Headquarters

Yasufumi

General Manager, ESG Promotion

Outside Director

Outside Director
Independent Director[Re-elected]
Sakie Tachibana

Outside Director

Fukushima
8[Re-elected]
Toyonari Sasaki

Outside Director

Outside Director
Independent Director
Outside Director
Independent Director[Re-elected]
9Masatoshi

Outside Director

Matsuzaki
10[Newly Elected]
Naoaki Mashita(11 / 11)--

Headquarters

Kanemaru
7

100%Managing Executive Officer[Re-elected]
6

2 years

Outside Director

Outside Director
Independent Director
Outside Director
Independent Director－

4 －8 years

7 years

4 years

1 year-100%(11 / 11)100%
(11 / 11)100%
(11 / 11)100%
(8 / 8)-

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)

12,000

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.

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5 －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
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 Executive
Vice President and Chief Operating Officer(incumbent)
General Manager, Business Management
Headquarters and General Manager,
System Solution Division, Business
Management Headquarters
General Manager, Business Management
Headquarters (incumbent)

9,700

Apr. 1986

Apr. 2015
Apr. 2017
Apr. 2018
Apr. 2019

May 2019

Jun. 2019
Naoki Kawamura(October 9, 1963)

Apr. 20202

May 2020
Apr. 2022

Apr. 2023<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.

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6 －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)

Jun. 2019
Apr. 2022
3

Apr. 2023

Joined Ushio Inc.
Executive Officer
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
Deputy General Manager, Business
Management Headquarters and General
Manager, Life Science Division, Business
Management Headquarters (incumbent)

Number of theCompany’s
shares owned

4,450<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. After heserved as the position of General Manager of the light source business since April 2022, he assumed
the position of General Manager of Life Science Division, which the Company identifies as a growthbusiness, in April 2023. 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
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
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
Jul. 2018
General Manager, Corporate Strategy
Division and General Manager, Corporate
Takabumi Asahi
Planning Department, Corporate Strategy
2,600(August 28, 1964)
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
Jun. 2021
Director and Senior Executive Officer
Apr. 2022
Director, Managing Executive Officer andChief Financial Officer (incumbent)
Apr. 2023
General Manager, Corporate Headquarters
and General Manager, Group Corporate
Strategy Division, Corporate Headquarters(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.

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8 －Candidate
numberName(Date of Birth)

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

5

Number of theCompany’s
shares owned

Joined Ushio Inc.
Group Executive Officer
Chairman, Ushio Shanghai, Inc.
Apr. 2017
Group Senior Executive Officer
Newly
Apr. 2018
Group Managing Executive Officer
ElectedApr. 2019
Managing Executive Officer (incumbent)
0
Deputy General Manager, Business
Tetsuo Nakano
Management Headquarters and General(September 4, 1965)
Manager, Light Source Business Division,
Business Management Headquarters
Apr. 2022
General Manager, ESG Promotion
Headquarters (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. Since April 2022, he has served the position ofGeneral Manager of the promotion of ESG management. The Company has judged that with suchextensive experience and knowledge, he is expected to perform an appropriate role in overallmanagement toward further improving corporate value. Accordingly, the Company proposes him as a
candidate for Director.

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9 －Candidate
numberName(Date of Birth)

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

6

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
Architect, Inc. (currently Future Corporation)
OutsideIndependentMar. 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 and Representative
Director, Future Architect, Inc.
Mar. 2022
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.

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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

7

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
Jul. 2010
President & Representative Director, G&S
OutsideIndependent
Global Advisors Inc. (incumbent)
Jun. 2016
Outside Director (incumbent)
Director
Director
Jun.
2019
Outside Director, Konica Minolta, Inc.
1,000
Sakie Tachibana(incumbent)
Fukushima
Jun. 2020
Outside Director, Kyushu Electric Power(September 10, 1949)
Company, Incorporated (incumbent)
Jun. 2022
Outside Director, Aozora Bank, Ltd.
(incumbent)(Significant concurrent positions)
President & Representative Director, G&S Global
Advisors Inc.
Outside Director, Konica Minolta, Inc.
Outside Director, Kyushu Electric Power Company,
Incorporated
Outside Director, Aozora Bank, Ltd.
<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

8

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
1,700
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
Apr. 1976

9

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
Masatoshi Matsuzaki
Directors, LIXIL Group Corporation(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 (incumbent)Special Advisor, Konica Minolta, Inc.
(incumbent)
Mar. 2023
Outside Audit & Supervisory Board Member,Lion Corporation (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 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 nine (9) 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.

－

13 －

Candidate
numberName(Date of Birth)

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

10

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,
Newly
Inc.
ElectedAug. 2019
Chairman and Representative Director,
SENSYN ROBOTICS, Inc.
OutsideIndependent
Jun. 2021
Director, SENSYN ROBOTICS, Inc.
0
Director
Director(incumbent)
Director, Xyvid, Inc. (Incumbent)
Naoaki Mashita
Mar. 2022
Representative Director, Chairman &Group(December 2, 1977)
CEO, V-cube, Inc. (incumbent)
Sep. 2022
Outside Director, MICIN, Inc. (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.
<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 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. Naoaki Mashita and the Company. In addition, he satisfies
the Independence Criteria for Outside Directors prescribed by the Company. Therefore, the Company
judged that Mr. Masatoshi Matsuzaki is an Independent Outside Director who has no conflicts ofinterest 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.

－

14 －

Notes:1. (i) Mr. Yasufumi Kanemaru will have served as Outside Director of the Company for eight (8) years at the close ofthis Annual General Meeting of Shareholders.
(ii) Ms. Sakie Tachibana Fukushima will have served as Outside Director of the Company for seven (7) years at theclose of this Annual General Meeting of Shareholders.
(iii) Mr. Toyonari Sasaki will have served as Outside Director of the Company for four (4) years at the close of thisAnnual General Meeting of Shareholders.
(iv) Mr. Matsuzaki Masatoshi will have served as Outside Director of the Company for one (1) year at the close ofthis Annual General Meeting of Shareholders.
2. Ms. Sakie Tachibana Fukushima serves as Outside Director of Konica Minolta, Inc., but will retire from the positionof Outside Director at the close of the firm’s annual general meeting of shareholders scheduled on June 20, 2023.
3. Kyushu Electric Power Company, Incorporated, for which Ms. Sakie Tachibana Fukushima serves as Outside
Director, received an on-site inspection by the Japan Fair Trade Commission in July 2021 for alleged violations of
the Antimonopoly Act in connection with the supply of special high-voltage electricity and high-voltage electricity,and received in March 2023 a Cease and Desist Order and Payment Order for a Surcharge from the Commission
under the Antimonopoly Act. Ms. Sakie Tachibana Fukushima had been preventing violations of laws and regulations
by regularly offering opinions and proposals from the viewpoint of group governance, risk management, andcompliance with laws and regulations at the Board of Directors and other meetings. Since the receipt of the Orders,she has fulfilled her responsibilities by making recommendations on the significance of compliance with laws andregulations, investigation to determine the causes of such violations and prevention recurrence at the Board of
Directors and other meetings.
4. Kyushu Electric Power Company, Incorporated, for which Ms. Sakie Tachibana Fukushima serves as Outside
Director, was found in January 2023 to have accessed the customer information of other electricity retailers by usinga system owned by Kyushu Electric Power Transmission and Distribution CO., Ltd. other than the emergency disaster
response work that Kyushu Electric Power Transmission and Distribution CO., Ltd. had entrusted to Kyushu ElectricPower Company, Incorporated, and received in April 2023 a Business Improvement Order from the Ministry of
Economy, Trade and Industry under the Electricity Business Act. Ms. Sakie Tachibana Fukushima had been
preventing violations of laws and regulations by regularly offering opinions and proposals from the viewpoint ofgroup governance, risk management, and compliance with laws and regulations at the Board of Directors and othermeetings. Since the receipt of the Order, she has fulfilled her responsibilities by making recommendations on thesignificance of compliance with laws and regulations, investigation to determine the causes of such violations andprevention recurrence at the Board of Directors and other meetings.
5. The Company and each Mr. Yasufumi Kanemaru, Ms. Sakie Tachibana Fukushima, Mr. Toyonari Sasaki and Mr.
Masatoshi Matsuzaki 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 are limited to the extent prescribed by law. If the appointment of Mr. Yasufumi
Kanemaru, Ms. Sakie Tachibana Fukushima, Mr. Toyonari Sasaki and Mr. Masatoshi Matsuzaki is approved, theCompany intends to continue the liability limitation agreement described above with each of them. If Mr. Naoaki
Mashita is elected, the Company plans to conclude the liability limitation agreement in the same manner.
6. The Company has registered each Mr. Yasufumi Kanemaru, Ms. Sakie Tachibana Fukushima, Mr. Toyonari Sasaki
and Mr. Masatoshi Matsuzaki as an Independent Director with the Tokyo Stock Exchange, Inc. in conformity withthe regulations thereof. If the appointment of Mr. Yasufumi Kanemaru, Ms. Sakie Tachibana Fukushima, Mr.
Toyonari Sasaki and Mr. Masatoshi Matsuzaki is approved, each of them will continue to be an Independent Director.
If Mr. Naoaki Mashita is elected, the Company will register him as an Independent Director with the Tokyo Stock
Exchange, Inc. in conformity with the regulations thereof.
7. 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.
－

15 －<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:
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).
(i)

－

16 －

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

Koji
Naito
Naoki
Kawamura
KazuhisaKamiyama
Takabumi Asahi[newly elected]

Testuo Nakano

Corporate

Globalmanagementbusiness●

Finance,accounting,
M&A

●

●
●

●

●

●

●

●

●

●

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[Outside Director][Independent Director]

Masatoshi
Matsuzaki

●

●

●

●

●

●

[Newly elected][Outside Director][Independent Director]

Naoaki Mashita
Nobuyuki
Kobayashi●●●[Outside Director]

Audit &
Supervisory
Committee
Members●[Independent Director]

Rei Sugihara[Outside Director][Independent Director]●

Akemi Sunaga[Outside Director][Independent Director]●

Chiaki Ariizumi

－

17 －

●

Proposal No. 3: 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 resolution of the Annual General Meeting of Shareholders held on June 29, 2016, theCompany has adopted a stock remuneration plan (the “Plan”) for Directors (excluding Directors who are Audit& Supervisory Committee Members and excluding Outside Directors) and Executive Officers (excluding
overseas residents, and hereinafter collectively “Directors, etc.”) with an upper limit to monetary to becontributed by the Company in the amount of 620 million yen.
In conjunction with the start of the new medium-term management plan (the "Medium-Term Management
Plan") from April 2023, the Company proposes to revise the Plan in order to link the Plan to periods coveredby the Medium-Term Management Plan and medium-term management plans to be formulated by theCompany in the future, and to further increase the motivation of the Directors, etc. to contribute to theimprovement of our corporate value and to encourage Directors, etc. to implement the medium-term
management plans steadily.
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 11, 2023
resolved a basic policy on individual remuneration for each Director (page 20). 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 four (4) Directors and eight (8) Executive Officers who are subject to the Plan. Provided
Proposal No. 2 “Election of ten (10) Directors (excluding directors who are Audit & Supervisory Committee
Members)” is approved as proposed, the number of eligible Directors and Executive Officers will be five (5)and seven (7), 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. Continuation and 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 positions and the degree of accomplishment of targets
shown in the medium-term-management plan.
(2) Details of the revision of the Plan(i) Revision of the subject period
The existing Plan covers the period through the fiscal year ending March 2024 and the trust period of theestablished Trust will expire in August 2024. In order to make the period covered by the Plan correspond to
the period of Medium-term Management Plan, the Trust will cover the period up to the fiscal year ending
March 2026, which is the final fiscal year of the period covered by the Medium-Term Management Plan,
and the trust period of the Trust will be extended by two (2) years to the end of August 2026. Thereafter,
periods covered by the Plan will be the fiscal years covered by the medium-term management plans to be
formulated in the future.
(ii) Revision of upper limit to money to be contributed by the Company
The Company will contribute no more than a total of 1,140 million yen as Directors, etc., remuneration－

18 －for each period covered by the Plan, 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 a total of 1,140 million yen. However, when an additional
contribution is made and there are remaining Company shares (excluding Company shares corresponding
to points awarded to Directors, etc., and with respect to which the delivery has not yet been conducted,
hereinafter referred to as “Remaining Shares”) and cash (together with the Remaining Shares hereinafterreferred 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 shallbe no more than a total of 1,140 million yen.
(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 positions and the degree of accomplishment of each evaluation indicator in that business year
ending 31 March (namely the previous fiscal year, hereinafter “Target 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 Medium-term Management Plan, will be ROE(excluding new goodwill amortization) and consolidated EBITDA, while ESG targets will be engagementscore and ESG evaluation score.
In order to encourage steady implementation of the medium-term management plan, the number of thebase stock points for each position is weighted toward the final year of the medium-term management plan
period. Accordingly, the upper limit on the total number of stock points that can be granted to a Director,
etc. per year is 165,000 points for the final Target Fiscal Year of the period covered by the Plan and 127,500
points for another Target Fiscal Year.
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.
(3) Delivery of Company shares to Directors, etc.
Directors, etc. who fulfill the beneficiary requirements may, after retiring their positions and uponcarrying out prescribed beneficiary defined procedures, receive Company shares from the Trustcorresponding to the prescribed ratio of the number of cumulative stock points granted until the time ofdelivery 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.

－

19 －

<Reference> Basic policy on individual remuneration for each Director after this Annual General Meeting of
Shereholders
If Proposal No.3 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
・Those that motivate Directors to realize the Vision 2030 and the Medium-Term Management Plan that begins infiscal 2023
・Those that lead the Company to continue to deliver improved business performance and higher corporate value
over the medium- to long-term
・Those that are closely linked to the Company’s performance and corporate value and are highly transparent andobjective
・Considering the companies listed on the Tokyo Stock Exchange Prime Market and companies similar in size andin the same sector, the remuneration levels should enable management to secure and retain diverse and highlyskilled human resources.
・Decide on remuneration through a transparent process to earn 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 improvement of the corporate value and to encourage them to
implement the Medium-Term Management Plan steadily under the basic policy. Evaluation indicators are linked to
key indicators of the Medium-Term Management Plan, and the relevant indicators, ratios and target values havebeen 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%.

－

20 －

Directors
portionExecutive Officer portion

Target achievement rate for the unit the
Director is in charge ofPercentage
100%
50%
50%
Linked to fiscal year consolidated
Linked to fiscal year consolidated performance
Targetperformance targets of the unit thetargets
Directors is in charge of(*) ROE targets are calculated by excluding new amortization of goodwill.
Indicator

ROE(*)

Consolidated EBITDA(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 improvement ofour corporate value and to encourage them to implement the Medium-Term Management Plan steadily under thebasic policy. Evaluation indicators are linked to key indicators of the Medium-Term Management Plan, and therelevant 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 eachposition (* 2) by a factor set in accordance with the degree of achievement of each evaluation indicator and vary
within a range between 0% and 200%. When a director 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
ESG Evaluation
ROE
Consolidated
Engagement Score
Indicator
Score
(*3)
EBITDA(*4)(*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 medium-term management plan, the base number of stock points
set for different positions is weighted toward the final year of the medium-term management plan period.
Accordingly, the maximum 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) ROE targets are calculated by excluding new amortization of goodwill.
(* 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.
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 Directors.
－

21 －(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.

－

22 －