Shimadzu : NOTICE OF THE 161ST ANNUAL GENERAL MEETING OF SHAREHOLDERS

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Securities Code 7701)

May 30, 2024

To Shareholders with Voting Rights:

Yasunori Yamamoto

Representative Director, President & CEO

SHIMADZU CORPORATION

1, Nishinokyo Kuwabara-cho,Nakagyo-ku,

Kyoto, Japan

NOTICE OF THE 161ST ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We hereby notify that the 161st Annual General Meeting of Shareholders of SHIMADZU CORPORATION (the "Company") will be held for the purposes as described below.

In convening this General Meeting of Shareholders, we have taken measures to electronically provide information ("Matters for Electronic Provision") and have posted the Matters for Electronic Provision on the following websites on the Internet as "Notice of the 161st Annual General Meeting of Shareholders."

• The Company's website:https://www.shimadzu.com/ir/stock/meeting.html

In addition to the above website, the Matters for Electronic Provision have also been posted on the following website on the Internet.

• The Tokyo Stock Exchange website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
  *Please find the information by visiting the above Tokyo Stock Exchange website. On this page, you can search for the information by entering either the "Issue name (company name)" or "Securities code," and then by selecting "Basic Information" and "Documents for public inspection/PR information" tab.

You can exercise your voting rights in writing (by submitting the enclosed Voting Rights Exercise Form) or by electromagnetic means (via the Internet, etc.). Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on Tuesday, June 25, 2024, Japan standard time ("JST").

1. Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. (JST)

2. Place:	Main Hall at the Head Office
	1, Nishinokyo Kuwabara-cho,Nakagyo-ku, Kyoto, Japan

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the 161st Fiscal

Year (April 1, 2023 - March 31, 2024) and results of audits of the Consolidated

Financial Statements by the Accounting Auditor and the Audit & Supervisory

Board

2. Non-consolidated Financial Statements for the 161st Fiscal Year (April 1, 2023 - March 31, 2024)

• 1 -

Matters to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Eight (8) Directors, Members of the Board

Proposal 3: Election of One (1) Audit & Supervisory Board Member

Proposal 4: Election of One (1) Substitute Audit & Supervisory Board Member

Proposal 5: Revision of the Content of Stock Compensation Scheme for Directors etc.

Instructions for the Exercise of Voting Rights

The following methods are available for exercising voting rights. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights.

Exercise voting rights

You can exercise your voting rights in writing or by electromagnetic means.

• Exercise of voting rights in writing
  Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form by mail so that we can receive it no later than the following deadline. If you do not indicate your vote for or against each proposal on the Voting Rights Exercise Form, you will be deemed to have approved the proposal.
  Deadline: 5:00 p.m. Tuesday, June 25, 2024 (JST)
• Exercise of voting rights via the Internet, etc.
  Please access the Company's designated website (https://evote.tr.mufg.jp/) from a smartphone or a computer etc., enter your "Login ID" and "Temporary Password" both of which are noted on the Voting Rights Exercise Form, follow the on-screen instructions and exercise your voting rights.
  Deadline: 5:00 p.m. Tuesday, June 25, 2024 (JST)

If you are able to attend the meeting

Please submit the enclosed Voting Rights Exercise Form at the reception desk.

Date and time: 10:00 a.m. Wednesday, June 26, 2024 (JST)

For inquiries about the system and other matters, contact:

Securities Business Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation

Phone: [phone] (Toll Free) (available from 9:00 to 21:00) (Japan only)

Institutional investors can use the Electronic Voting Platform operated by ICJ, Inc. if they submit an application to do so in advance.

Handling of duplicate voting

• 1. If the voting rights are exercised both in writing and by electromagnetic means and the vote for the same proposal differs, the exercise of voting rights by electromagnetic means shall be deemed valid.
  2. If the voting rights are exercised by electromagnetic means multiple times and the vote for the same proposal differs, the last exercise of voting rights shall be deemed valid.
• Of the documents required to be provided with this Notice of Convocation, the following documents have been posted as the Matters for Electronic Provision on the Company's website (https://www.shimadzu.com/) in accordance with laws and regulations and Article 15, Paragraph 2 of the Articles of Incorporation of the Company. Therefore, those are not included in the documents delivered to shareholders who requested the delivery of paper-based documents.
  *The Consolidated Statement of Changes in Net Assets and the Notes to the Consolidated Financial Statements, which are part of the Consolidated Financial Statements
  *The Statement of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements, which are part of the Non-consolidated Financial Statements
  The Consolidated Statement of Changes in Net Assets and the Notes to the Consolidated Financial Statements as well as the Statement of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements were audited by the Accounting Auditor and the Audit & Supervisory Board as part of the Consolidated Financial Statements and the Non-consolidated Financial Statements in preparing the Audit Report.
• Should the Matters for Electronic Provision require revisions, the revised versions will be posted on each website where they are posted.
• • 2 -

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

The Company views the return of profits to shareholders as a key management objective. The Company's basic policy is to maintain a dividend payout ratio of 30% or higher and provide constant shareholder returns, while taking into consideration earnings performance and cash flows comprehensively. The Company will strive to utilize its internal reserves mainly for investments that will lead to the Company's sustainable growth while ensuring fiscal health, such as growth investments in areas that create social value and investments to strengthen the base for human resources, development, manufacturing, and DX measures.

Based on this policy, with respect to the appropriation of surplus (year-end dividend) for the fiscal year ended March 31, 2024, taking into consideration the earnings performance for the year and business development from now on, the Company proposes payment of a dividend of 36 yen per share as shown below. Combined with the interim dividend, the total annual dividend will be 60 yen per share, an increase of 6 yen from the previous fiscal year.

1. Type of dividend property Cash
2. Matters related to the allotment of dividend property to shareholders and the total amount
   36 yen per share of common stock of the Company
   Total amount: 10,613,326,464 yen
3. Effective date of distribution of surplus
   June 27, 2024

Dividend per share / Payout ratio

(Yen)

80					40.0%
			30.6%		31.5%
			31.0%
			29.9%
60	27.8%	27.8%	60	62	30.0%
	25.4%

	22.2%	22.3%	23.7%					54
					48
								36	36
40						34		32	20.0%
				28	30		28
			24
		20			19
20	18		15	15				10.0%
		13
		10
	9							24	26
						20	22
				13	15	15
	9	10	11
0										0.0%

FY2015

FY2016

FY2017

FY2018

FY2019

FY2020

FY2021

FY2022

FY2023

FY2024

(forecast)

Interrim

Year-end

Payout ratio

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Proposal 2: Election of Eight (8) Directors, Members of the Board

The terms of office of all eight (8) Directors, Members of the Board will expire at the closing of this Annual General Meeting of Shareholders. Accordingly, the Company proposes the election of eight (8) Directors, Members of the Board.

The candidates for Director, Member of the Board are as follows.

						Attendan
					Current positions and	ce at
No.	Name			Gender	Board of
		responsibilities at the Company
					Directors'
						meetings
					Chairman and Representative	100%
1	Teruhisa Ueda	Reappointment		Male	Director
	(13/13)
					Chairman of the Board
2	Yasunori Yamamoto	Reappointment		Male	Representative Director,	100%
	President & CEO	(13/13)
					Director, Member of the Board
					Senior Managing Executive Officer
3	Akira Watanabe	Reappointment		Male	CFO	100%
	In charge of Corporate Strategy	(13/13)
					Planning and Corporate
					Communications
					Director, Member of the Board
	Shuzo Maruyama				Senior Corporate Executive Officer	100%
4	Reappointment		Male	In charge of Risk Management and
	(10/10)
					Global Environmental Management
					(GX)
5	Nobuo Hanai		Outside Director	Male	Director, Member of the Board	100%
Reappointment	Independent
(part-time)	(13/13)
			Officer
6	Yoshiyuki Nakanishi		Outside Director	Male	Director, Member of the Board	100%
Reappointment	Independent
(part-time)	(13/13)
			Officer
	Nami Hamada		Outside Director		Director, Member of the Board	100%
7	Reappointment	Independent	Female
(part-time)	(13/13)
			Officer
8	Mie Kitano	New	Outside Director	Female
Independent	-	-
appointment
			Officer

(Note) As for the attendance at the Board of Directors' meetings of Mr. Shuzo Maruyama, the Board of Directors' meetings applicable to him were only those held subsequent to his assumption of office on June 28, 2023.

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No.	Name	Career summary, positions and responsibilities,
(Date of birth)		and significant concurrent positions
		April 1982	Joined the Company		Number of
		June 2007	Corporate Officer		shares of the
		June 2007	Deputy General Manager,		Company held:
			Analytical and Measuring Instruments Division		30,505
		June 2011	Director, Member of the Board
		Years served as
		June 2011	General Manager,
			Director,
			Analytical and Measuring Instruments Division
				Member of the
		June 2013	Managing Executive Officer
			Board:
	Teruhisa Ueda	June 2014	Senior Managing Executive Officer		13 years
	June 2015	President and Representative Director		(at the closing of this
	(May 14, 1957)	June 2015	CEO		Meeting)
	Attendance at
		April 2022	Chairman and Representative Director
			Board of
			(to present)
				Directors'
		April 2022	Chairman of the Board (to present)
1			meetings in
	June 2023	Outside Director, Meiji Yasuda Life Insurance
			Company (to present)		FY2023
				13/13 (100%)
		[Significant concurrent position]
		Outside Director, Meiji Yasuda Life Insurance Company
	[Reasons for nomination as a candidate for Director, Member of the Board and
		summary of expected roles]
		As Chairman of the Board, Mr. Teruhisa Ueda is running the Board appropriately and is
		committed to enhancing corporate value by strengthening corporate governance. Based on
		his high insight, abundant experience, and distinguished track record in corporate
		management and the Company's businesses, the Company expects him to fulfill his role in
		strengthening the Board's functions for decision-making on important matters and for
		monitoring and oversight of business execution. Therefore, the Company has nominated
		him again as a candidate for Director, Member of the Board.
(Notes)

1. There are no special interests between Mr. Teruhisa Ueda and the Company.
2. The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers damages including compensation for damages to be borne by the insured persons. Mr. Teruhisa Ueda is an insured person under the insurance contract. If he is reappointed as Director, Member of the Board, he will continue to be included in the insured persons under the insurance contract. The Company plans to renew the insurance contract during his term of office. For the outline of the insurance contract, please refer to Page 20.

- 5 -

No.	Name	Career summary, positions and responsibilities,		Number of
(Date of birth)		and significant concurrent positions
			shares of the
		April 1983	Joined the Company
			Company held:
		June 2014	Corporate Officer
			13,528
		June 2017	Managing Executive Officer
		June 2017	In charge of Manufacturing, Corporate		Years served as
			Information & Communications Technology,		Director,
			and CS Management		Member of the
		June 2017	Deputy in charge of Corporate Research and		Board:
	Yasunori Yamamoto		Development		4 years
	April 2020	In charge of Corporate Strategy Planning and		(at the closing of this
	(February 20, 1959)		Corporate Communications		Meeting)
			Attendance at
		June 2020	Director, Member of the Board
		April 2021	Senior Managing Executive Officer		Board of
2		April 2021	CFO		Directors'
		meetings in
	April 2022	President and Representative Director
			FY2023
			(to present)
				13/13 (100%)
		April 2022	CEO (to present)
		[Reasons for nomination as a candidate for Director, Member of the Board and
		summary of expected roles]
	As the CEO, Mr. Yasunori Yamamoto is responsible for the management of the Group, and
		he has been contributing to the strengthening of the Board's functions in decision-making
		and in oversight by giving accounts of business execution and important matters. He not
		only has demonstrated strong leadership as a corporate manager but also has a wide range
		of experience and track record in areas such as development, manufacturing, and overseas
		business. Therefore, the Company expects him to fulfill his role in promoting the medium-
		term management plan and driving the sustainable enhancement of corporate value of the
		Group, and has nominated him again as a candidate for Director, Member of the Board.

(Notes)

1. There are no special interests between Mr. Yasunori Yamamoto and the Company.
2. The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers damages including compensation for damages to be borne by the insured persons. Mr. Yasunori Yamamoto is an insured person under the insurance contract. If he is reappointed as Director, Member of the Board, he will continue to be included in the insured persons under the insurance contract. The Company plans to renew the insurance contract during his term of office. For the outline of the insurance contract, please refer to Page 20.

- 6 -

No.		Name	Career summary, positions and responsibilities,
	(Date of birth)		and significant concurrent positions
			April 1985	Joined the Company
			April 2009	General Manager, TMP Business Unit,		Number of
				Semiconductor Equipment Division (currently
				Industrial Machinery Division) and Deputy		shares of the
				General Manager, Sales & Marketing		Company held:
				Department, Semiconductor Equipment Division		5,036
			April 2011	General Manager, Sales & Marketing
				Department, Semiconductor Equipment Division
				and General Manager, TMP Business Unit,		Years served as
				Semiconductor Equipment Division
					Director,
			June 2013	Deputy General Manager, Semiconductor
				Member of the
				Equipment Division, General Manager, Sales &		Board:
		Akira Watanabe		Marketing Department, Semiconductor		2 years
			Equipment Division and General Manager, TMP		(at the closing of this
		(March 3, 1963)
			Business Unit, Semiconductor Equipment		Meeting)
				Division
			June 2016	Corporate Officer		Attendance at
			June 2016	General Manager, Industrial Machinery Division
				Board of
3			April 2019	Managing Executive Officer
			Directors'
			April 2020	General Manager, Industrial Machinery Division		meetings in
				and General Manager, Fluidics Systems Division		FY2023
			April 2022	Senior Managing Executive Officer (to present)		13/13 (100%)
			April 2022	CFO (to present)
				In charge of Corporate Strategy Planning and
			Corporate Communications (to present)
			June 2022	Director, Member of the Board (to present)
			[Reasons for nomination as a candidate for Director, Member of the Board and
			summary of expected roles]
			As the CFO, responsible for Corporate Strategy Planning and Corporate Communications,
			Mr. Akira Watanabe is fulfilling accountability to the Board and contributing to improving
			the Board's functions for decision-making on important matters and for oversight of
			business execution. Based on his abundant knowledge and track record in sales operations,
			marketing and management of an overseas subsidiary, in addition to having served as
			General Manager of the Industrial Machinery business and Fluidics Systems business, the
			Company expects him to fulfill his role in contributing to the Group's sustainable growth
			and enhancing corporate value. Therefore, the Company has nominated him again as a
			candidate for Director, Member of the Board.
(Notes)

1. There are no special interests between Mr. Akira Watanabe and the Company.
2. The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers damages including compensation for damages to be borne by the insured persons. Mr. Akira Watanabe is an insured person under the insurance contract. If he is reappointed as Director, Member of the Board, he will continue to be included in the insured persons under the insurance contract. The Company plans to renew the insurance contract during his term of office. For the outline of the insurance contract, please refer to Page 20.

- 7 -

No.		Name	Career summary, positions and responsibilities,		Number of
	(Date of birth)		and significant concurrent positions
				shares of the
			April 1982	Joined the Company		Company held:
			October 2004	General Manager, LC Business Unit,		6,609
				Analytical and Measuring Instruments Division
				Years served as
			April 2009	General Manager, LC Business Unit,
				Life Science Business Department,		Director,
				Analytical and Measuring Instruments Division		Member of the
			December 2011 President, Shimadzu Scientific Instruments, Inc.		Board:
				1 year
				(USA)
					(at the closing of this
			June 2013	Corporate Officer
				Meeting)
		Shuzo Maruyama	June 2015	General Manager,
		Attendance at
		(August 13, 1959)		Analytical and Measuring Instruments Division
		June 2015	Managing Executive Officer		Board of
			April 2019	Senior Managing Executive Officer		Directors'
			April 2021	Managing Director,		meetings in
				FY2023
4				Shimadzu (Hong Kong), Ltd.
				10/10 (100%)
			April 2023	Senior Corporate Executive Officer (to present)
				(subsequent to
			April 2023	In charge of Risk Management and Global
				assumption of a
				Environmental Management (GX) (to present)		Director, Board of
			June 2023	Director, Member of the Board (to present)		the Company)
			[Reasons for nomination as a candidate for Director, Member of the Board and
			summary of expected roles]
			Being responsible for Risk Management and Global Environmental Management, Mr.
			Shuzo Maruyama is assuming accountability in these areas and contributing to improving
			the Board's functions for decision-making on important matters and for oversight of
			business execution. Based on his abundant knowledge and track record in the Analytical
			and Measuring Instruments and the US and China businesses, the Company expects him to
			fulfill his role in contributing to risk management and the sustainable enhancement of the
			Group's corporate value. Therefore, the Company has nominated him again as a candidate
			for Director, Member of the Board.
(Notes)

1. There are no special interests between Mr. Shuzo Maruyama and the Company.
2. The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers damages including compensation for damages to be borne by the insured persons. Mr. Shuzo Maruyama is an insured person under the insurance contract. If he is reappointed as Director, Member of the Board, he will continue to be included in the insured persons under the insurance contract. The Company plans to renew the insurance contract during his term of office. For the outline of the insurance contract, please refer to Page 20.

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No.			Name	Career summary, positions and responsibilities,
	(Date of birth)		and significant concurrent positions
						April 1976	Joined Kyowa Hakko Kogyo Co., Ltd.
							(currently Kyowa Kirin Co., Ltd.)		Number of
						June 2006	Executive Officer, Kyowa Kirin Co., Ltd.
							shares of the
						April 2009	Managing Executive Officer,
							Company held:
							Kyowa Kirin Co., Ltd.
								2,122
						June 2009	Director of the Board, Kyowa Kirin Co., Ltd.
						March 2010	Senior Managing Executive Officer,
							Kyowa Kirin Co., Ltd.		Years served as
						March 2012	Executive Director of the Board, President and		Director,
							Chief Executive Officer, Kyowa Kirin Co., Ltd.		Member of the
						March 2018	Executive Director of the Board, Chairman and		Board:
			Nobuo Hanai		Chief Executive Officer, Kyowa Kirin Co., Ltd.		4 years
			March 2019	Director of the Board, Chairman of the Board,		(at the closing of this
							Meeting)
		(April 30, 1953)		Kyowa Kirin Co., Ltd. (retired in March 2020)
						June 2020	Director, Member of the Board of the Company		Attendance at
							(to present)
								Board of
						March 2021	Outside Director, Perseus Proteomics Inc.
							Directors'
							(to present)
								meetings in
5						March 2024	Outside Director, Noile-Immune Biotech Inc. (to		FY2023
						present)		13/13 (100%)
						[Significant concurrent positions]
						Outside Director, Perseus Proteomics Inc.
			Outside Director, Noile-Immune Biotech Inc.
						[Reasons for nomination as a candidate for Outside Director and summary of
			Outside Director
					expected roles]
		Independent Officer		Mr. Nobuo Hanai has abundant management experience as the president of a leading
						Japanese pharmaceutical company and global knowledge about the pharmaceutical
						industry as well as research and development. He has been proactively engaged in
						discussions and providing recommendations, which have been conducive to the
						strengthening of the Board's functions in decision-making and in oversight. In addition, as
						a member of the Nominating and/or Compensation Committee, he has been engaged in
						discussions to enhance the transparency and fairness of appointment, dismissal and
						remuneration of Directors, Members of the Board, Audit & Supervisory Board Members
						and Executive Officers. Based on his insight into the major market, the Company expects
						him to fulfill his role in continuously contributing to the Group's sustainable growth and
						enhancement of corporate value, and has nominated him again as a candidate for Outside
						Director.

(Notes)

1. There are no special interests between Mr. Nobuo Hanai and the Company.
2. Mr. Nobuo Hanai is a candidate for Outside Director as stipulated in Article 2, Item 15 of the Companies Act.
3. At Kyowa Kirin Co., Ltd., during Mr. Nobuo Hanai's tenure as a Director of the Board until March 2020, an incident occurred where the company voluntarily recalled its certain product due to an improper operation conducted during the API manufacturing process of the product, and its API manufacturing contractor was subject to administrative sanctions. Mr. Nobuo Hanai was not aware of the fact until the occurrence of the incident, however, he had regularly raised the company's awareness about quality control, etc. at the Board of Directors' meetings, etc. After the incident came to light, he received internal and external investigation reports and made proposals to prevent a recurrence at the Board of Directors' meetings.
4. The Company has entered into an agreement with Mr. Nobuo Hanai to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the minimum amount stipulated by laws and regulations if he acted in good faith and without gross negligence in performing his duties.
5. Mr. Nobuo Hanai satisfies the requirements for independent officers prescribed by the Tokyo Stock Exchange and the independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by the Company. The Company designated him as an independent officer and filed a notification to the said exchange. The independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by the Company are available on Page 19.
6. The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers damages including compensation for damages to be borne by the insured persons. Mr. Nobuo Hanai is an insured person under the insurance contract. If he is reappointed as Director, Member of the Board, he will continue to be included in the insured persons under the insurance contract. The Company plans to renew the insurance contract during his term of office. For the outline of the insurance contract, please refer to Page 20.
7. • 9 -

No.			Name	Career summary, positions and responsibilities,
	(Date of birth)		and significant concurrent positions
						April 1978	Joined Dainippon Ink and Chemicals,		Number of
							Incorporated (currently DIC Corporation)
								shares of the
						April 2010	Executive Officer, In charge of Corporate
							Strategy Division, DIC Corporation		Company held:
						June 2011	Director of the Board, Executive Officer,		789
							In charge of Corporate Strategy Division,
							DIC Corporation		Years served as
						April 2012	Representative Director, President, and CEO,		Director,
							DIC Corporation		Member of the
						January 2018	Chairman of the Board of Directors,		Board:
							DIC Corporation		3 years
	Yoshiyuki Nakanishi	June 2020	Outside Director, The Japan Steel Works, Ltd.		(at the closing of this
		Meeting)
		(to present)
	(November 3, 1954)
	June 2020	Outside Director, IHI Corporation (to present)		Attendance at
						January 2021	Director of the Board, DIC Corporation		Board of
						March 2021	Executive Advisor, DIC Corporation		Directors'
							(retired in March 2023)		meetings in
						June 2021	Director, Member of the Board of the Company		FY2023
6							(to present)		13/13 (100%)
						[Significant concurrent positions]
						Outside Director, The Japan Steel Works, Ltd.
			Outside Director, IHI Corporation
		[Reasons for nomination as a candidate for Outside Director and summary of
			Outside Director			expected roles]
				Mr. Yoshiyuki Nakanishi has abundant management experience as the president of a
		Independent Officer
						worldwide chemicals company and global knowledge about the chemicals industry as well
						as management strategy, manufacturing, sales operation, among others. He has been
						proactively engaged in discussions and providing recommendations, which have been
						conducive to the strengthening of the Board's functions in decision-making and in
						oversight. In addition, as a member of the Nominating and/or Compensation Committee,
						he has been engaged in discussions to enhance the transparency and fairness of
						appointment, dismissal and remuneration of Directors, Members of the Board, Audit &
						Supervisory Board Members and Executive Officers. Based on his insight into the major
						market, the Company expects him to fulfill his role in continuously contributing to the
						Group's sustainable growth and enhancement of corporate value, and has nominated him
						again as a candidate for Outside Director.

(Notes)

1. There are no special interests between Mr. Yoshiyuki Nakanishi and the Company.
2. Mr. Yoshiyuki Nakanishi is a candidate for Outside Director as stipulated in Article 2, Item 15 of the Companies Act.
3. The Company has entered into an agreement with Mr. Yoshiyuki Nakanishi to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the minimum amount stipulated by laws and regulations if he acted in good faith and without gross negligence in performing his duties.
4. Mr. Yoshiyuki Nakanishi satisfies the requirements for independent officers prescribed by the Tokyo Stock Exchange and the independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by the Company. The Company designated him as an independent officer and filed a notification to the said exchange. The independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by the Company are available on Page 19.
5. The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers damages including compensation for damages to be borne by the insured persons. Mr. Yoshiyuki Nakanishi is an insured person under the insurance contract. If he is reappointed as Director, Member of the Board, he will continue to be included in the insured persons under the insurance contract. The Company plans to renew the insurance contract during his term of office. For the outline of the insurance contract, please refer to Page 20.

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