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, 2021

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

Ushio Inc.
Koji Naito, President and Chief Executive Officer

Notice of the 58th Annual General Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 58th Annual General Meeting of
Shareholders as described below.

From the viewpoint of preventing the spread of the novel coronavirus disease (COVID-19), we would
also like to strongly request you to exercise your voting rights in writing or by an electromagnetic methodin advance as much as possible and refrain from attending the meeting in person regardless of your healthcondition.
We kindly request you to read the following Reference Document for the Annual General Meeting of
Shareholders and exercise your voting rights by no later than 5:15 p.m., June 28, 2021 (Monday)
Sincerely yours,
1. Date:
2. Venue:

10:00 a.m., June 29, 2021 (Tuesday) (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 Resultsof Consolidated Financial Statement Audits by the Accounting Auditor and the Audit andSupervisory Committee for the 58th business period (April 1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eight (8) Directors (excluding directors who are Audit & Supervisory Committee
Members)○○○○

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

－

1 －Reference Document for the Annual General Meeting of Shareholders
Proposals and Referential Matters
Proposal No. 1: Appropriation of Surplus
The Company would like to appropriate surplus as follows.
Year-end Dividend
Striving to constantly remain cognizant of the fact that returning profits to shareholders is one of the top
priorities of corporations, the Ushio Group’s basic policy is to provide stable and consistent returns of profits toshareholders, while endeavoring to enhance its financial position and business foundations.
Based on this policy, taking the business environment as well as business results into consideration, theCompany would like to distribute the year-end dividend to assign an annual dividend of 26 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: 26 yen per common share
The total amount of the dividend property: 3,141,499,218 yen(3) The day on which such distribution of dividend of surplus takes effect
On June 30, 2021－

2 －

Proposal No. 2: Election of Eight (8) Directors (excluding directors who are Audit & Supervisory Committee
Members)

The terms of office of all eight (8) Directors (excluding directors who are Audit & Supervisory
Committee Members; the same applies hereafter in this proposal) will expire at the close of this Annual
General Meeting of Shareholders. The Company hereby proposes the election of eight (8) Directors.
The Audit & Supervisory Committee has judged that all candidates for Directors are eligible with regard
to this agenda.
The following are candidates for Directors.
Candidatenumber1

Name[Re-elected] Koji Naito

Current position and responsibility

Attribute ofat the Company

candidatePresident and Chief Executive Officer
Representative Director and Senior
Managing Executive Officer
General Manager, Business Management
Headquarters

2[Re-elected] Naoki Kawamura

General Manager, System Solution
Division, Business Management
Headquarters
General Manager, Incubation Center,
Business Management Headquarters
Director and Group Senior Executive

3[Re-elected] Kazuhisa Kamiyama

4[Newly elected] Takabumi Asahi

5[Re-elected] Yoshinari Hara

Outside Director

6[Re-elected] Yasufumi Kanemaru

Outside Director

7[Re-elected] Sakie T. Fukushima

Outside Director

8[Re-elected] Toyonari Sasaki

Outside Director

Officer
Senior Executive Officer
General Manager, Corporate Headquarters－

3 －Outside Director
Independent Director
Outside Director
Independent Director
Outside Director
Independent Director
Outside Director
Independent Director

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)

7,400

Apr. 1986

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

Apr. 2016
Apr. 2019
Jun. 2019

1<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, formany 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 todrive the USHIO Group to improve its corporate value and achieve further development.
Accordingly, the Company proposes him as a candidate for Director.
Apr. 1986
Joined Ushio Inc.

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

May 2019
Naoki Kawamura(October 9, 1963)

2

Jun. 2019
Apr. 2020

May 2020

Executive Officer
General Manager, Biomedical Division
General Manager, System Solution
Division
Senior Executive Officer
Managing Executive Officer
Senior Managing Executive Officer
General Manager, Business Management
Headquarters and General Manager,
System Solution Division, Business
Management Headquarters
General Manager, Business Management
Headquarters and General Manager,
System Solution Division, Business
Management Headquarters and General
Manager, Business Development Division,
Business Management Headquarters
Director and Senior Managing Executive
Officer
General Manager, Business Management
Headquarters and General Manager,
System Solution Division, Business
Management Headquarters and General
Manager, Incubation Center, Business
Management Headquarters (incumbent)
Representative Director and Senior
Managing Executive Officer (incumbent)

4,700<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.

－

4 －Candidate
numberName(Date of Birth)

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

Apr. 2016

Apr. 2018
Jul. 2018
Apr. 2019

Kazuhisa Kamiyama(September 25, 1968)

3

Jun. 2019

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

Number of theCompany’s
shares owned

3,150(Significant concurrent position)

President, CHRISTIE DIGITAL SYSTEMS
INC.
Chairman and Chief Executive Officer,
CHRISTIE DIGITAL SYSTEMS USA,
INC.
Chairman and Chief Executive Officer,
CHRISTIE DIGITAL SYSTEMSCANADA INC.
<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
and undertaken management roles as General Manager of the Administration Department, Mr.
Kazuhisa Kamiyama has directed the management of North America Group companies since 2018.
The Company has judged that with such extensive experience and knowledge, he is expected tocontinue to perform an appropriate role in overall management toward further improving corporate
value. Accordingly, the Company proposes him as a candidate for Director.

－

5 －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,
Newly
Corporate Planning Department, Corporate
ElectedStrategy Division, Corporate Headquarters
0
Takabumi Asahi
Jul. 2018
General Manager, Corporate Strategy(August 28, 1964)
Division and General Manager, Corporate
Planning Department, Corporate Strategy
Division
Apr. 2019
Senior Executive Officer (incumbent)
General Manager, Corporate Headquarters
and General Manager, Corporate Strategy
Division, Corporate Headquarters and General
Manager, Corporate Planning Department,
Corporate Strategy Division, Corporate
Headquarters
Jul. 2019
General Manager, Corporate Headquarters(incumbent)<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 perform an appropriate role in overall management toward further
improving corporate value. Accordingly, the Company proposes him as a candidate for Director.

－

6 －Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Apr. 1967
Jun. 1991
Sep. 1995

5

Number of theCompany’s
shares owned

Joined Daiwa Securities Co., Ltd.
Director, Daiwa Securities Co., Ltd.
Managing Director, Daiwa Securities Co.,
Ltd.
Oct. 1997
President and Representative Director, Daiwa
Securities Co., Ltd.
Apr. 1999
President and Representative Director andCEO, Daiwa Securities Group Inc.
OutsideIndependent
President and Representative Director, Daiwa
Director
Director
Securities Co., Ltd.
2,800
Jun. 2004
Chairman of the Board and Director, Daiwa
Yoshinari Hara
Securities Group Inc.
(April 3, 1943)
Jun. 2008
Chief Corporate Advisor, Daiwa Securities
Group Inc.
Jun. 2012
Honorary Advisor, Daiwa Securities Group
Inc. (incumbent)
Jun. 2014
Outside Director(incumbent)(Significant concurrent position)
Honorary Advisor, Daiwa Securities Group Inc.
Vice Chairman, Japan Association of Corporate Directors<Reasons for electing Mr. Yoshinari Hara as a candidate for Outside Director and overview of
expected roles>
Mr. Yoshinari Hara has a wealth of experience obtained managing the activities of a securities
company, and has in-depth knowledge of capital markets. The Company has judged that with suchstrengths, 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>
Mr. Yoshinari Hara was formerly the representative director of a securities company with which theCompany has business transactions, the percentage of such transactions against consolidated net
sales of the securities company and of the Company is less than one percent (1%) and there are notransactions that have an impact on the decision-making of the Company. There are also no special
interests between Mr. Yoshinari Hara and the Company. In addition, more than twelve (12) years
have passed since Mr. Yoshinari Hara resigned the executive officer of the securities company and ofits group. Based on the aforementioned background, the Company judged that Mr. Yoshinari Hara isan Independent Director who has no conflicts of interest with ordinary shareholders, and has
registered him as an Independent Director with the Tokyo Stock Exchange, Inc. in conformity withthe regulations thereof. Provided Mr. Yoshinari Hara is appointed Outside Director as proposed, hewill continue to be an Independent Director.

－

7 －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
OutsideIndependent
Architect, Inc. (currently Future Corporation)
Mar. 2011
Chairman, President and Chief Executive
Director
Director
9,800
Officer, Future Architect, Inc.
Yasufumi Kanemaru
Jun. 2015
Outside Director(incumbent)(March 12, 1954)
Jul. 2015
Chairman, Future Architect, Inc.
Apr. 2016
Chairman, President and Group Chief
Executive Officer, Future Corporation(incumbent)
Chairman, Future Architect, Inc.(incumbent)(Significant concurrent position)
Chairman, President and Group Chief Executive Officer,
Future Corporation
Chairman, Future Architect, Inc.
Chairman, Nippon Institute for Research Advancement<Reasons for electing Mr. Yasufumi Kanemaru as a candidate for Outside Director and overview of
expected roles>
Mr. Yasufumi Kanemaru has gained extensive experience and knowledge through his career as thefounder of a telecommunications and IT consulting firm and as a business manager. The Company
has judged that with such strengths, he is expected to continue to appropriately perform managerial
roles, which include advising the management of the Company and supervising the execution ofbusiness. 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. Based on the aforementioned background, the Company judged that Mr. Yasufumi
Kanemaru is an Independent Director who has no conflicts of interest with ordinary shareholders,and has registered him as an Independent Director with the Tokyo Stock Exchange, Inc. inconformity with the regulations thereof. Provided Mr. Yasufumi Kanemaru is appointed Outside
Director as proposed, he will continue to be an Independent Director.

－

8 －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
OutsideIndependent
Jul. 2010
President & Representative Director, G&S
Global Advisors Inc. (incumbent)
Director
Director
800
Jun.
2016
Outside Director (incumbent)
Sakie T. FukushimaJun. 2019
Outside Director, KONICA MINOLTA, INC.
(September 10, 1949)(incumbent)
Jun. 2020
Outside Director, Kyushu Electric Power
Company, Incorporated (incumbent)(Significant concurrent positions)
President & Representative Director, G&S Global
Advisors Inc.
Outside Director, KONICA MINOLTA, INC.
Outside Director, Kyushu Electric Power Company,
Incorporated<Reasons for electing Ms. Sakie T. Fukushima as a candidate for Outside Director and overview of
expected roles>
Ms. Sakie T. Fukushima has considerable global insights, and extensive knowledge and experienceof managing a global business. The Company has judged that with such strengths, she is expected tocontinue to appropriately perform managerial roles, which include advising the management of theCompany 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 T. Fukushima represents and theCompany. There are also no special interests between Ms. Sakie T. Fukushima and the Company.
Based on the aforementioned background, the Company judged that Ms. Sakie T. Fukushima is an
Independent Director who has no conflicts of interest with ordinary shareholders, and has registered
her as an Independent Director with the Tokyo Stock Exchange, Inc. in conformity with theregulations thereof. Provided Ms. Sakie T. Fukushima is appointed Outside Director as proposed, shewill continue to be an Independent Director.

－

9 －Candidate
numberName(Date of Birth)

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

Number of theCompany’s
shares owned

Apr. 1976
Jul. 2003

8

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
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. Based on the
aforementioned background, the Company judged that Mr. Toyonari Sasaki is an Independent
Director who has no conflicts of interest with ordinary shareholders, and has registered him as an
Independent Director with the Tokyo Stock Exchange, Inc. in conformity with the regulations
thereof. Provided Mr. Toyonari Sasaki is appointed Outside Director as proposed, he will continue tobe an Independent Director.

Notes:
1. (i) Mr. Yoshinari Hara will have served as Outside Director of the Company for seven (7) years at the close of thisAnnual General Meeting of Shareholders.
(ii) Mr. Yasufumi Kanemaru will have served as Outside Director of the Company for six (6) years at the close ofthis Annual General Meeting of Shareholders.
(iii) Ms. Sakie T. Fukushima will have served as Outside Director of the Company for five (5) years at the close ofthis Annual General Meeting of Shareholders.
(iv) Mr. Toyonari Sasaki will have served as Outside Director of the Company for two (2) years at the close of thisAnnual General Meeting of Shareholders.
2. The Company and each Mr. Yoshinari Hara, Mr. Yasufumi Kanemaru, Ms. Sakie T. Fukushima and Mr. Toyonari
Sasaki 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. Yoshinari Hara,
Mr. Yasufumi Kanemaru, Ms. Sakie T. Fukushima and Mr. Toyonari Sasaki is approved, the Company intends tocontinue the liability limitation agreement described above with each of them.
3. The Company has entered into a Directors’ and officers’ liability insurance agreement, pursuant to the provisionsof Article 430-3, Paragraph 1 of the Companies Act, with an insurance company. The insurance agreement covers
the compensation for legally mandated damage compensation and legal expenses that may be incurred by the－

10 －insured individuals including Directors of the Company due to claims filed against them in relation to the
execution of their duties (unless the case falls under the exemptions specified in the insurance agreement). If theappointment of each candidate is approved, they will be insured individuals under the insurance agreement. The
insurance agreement is scheduled to be renewed with the same conditions at the time of next renewal.

－

11 －