Lasertec : Notice of Convocation Annual General Meeting 2020（PDF：342KB）

Note: This document a partial translation of the Japanese original provided for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the Japanese original shall prevail.

Securities Code: 6920

September 4, 2020

To Our Shareholders:

Osamu Okabayashi

President & Representative Director

Lasertec Corporation

2-10-1Shin-yokohama,Kohoku-ku,

Yokohama, Kanagawa

Notice of the 58th Ordinary General Meeting of Shareholders

The 58th Ordinary General Meeting of Shareholders of Lasertec Corporation (the "Company") will be held as indicated below.

Please refrain from attending the meeting in person to prevent the spread of new coronavirus infection. Please exercise your voting rights in writing or via the Internet.

After reviewing the following Reference Documents for General Meeting of Shareholders, please exercise your voting rights either by indicating your approval or disapproval in the enclosed voting form and returning it or by entering your approval or disapproval using the voting website designated by the Company (https://evote.tr.mufg.jp/), so that your vote is received by 5:30 p.m. on Friday, September 25, 2020.

1. Date and Time Monday, September 28, 2020, at 3:00 p.m. (Reception desk opens at 2:00 p.m.)

2. Venue	Large Conference Room, 6th floor, the head office of the Company
	2-10-1Shin-yokohama,Kohoku-ku, Yokohama, Kanagawa, Japan

3. Purpose of the Meeting Matters to be reported

1. The Business Report and the Consolidated Financial Statements for the 58th fiscal year (from July 1, 2019 to June 30, 2020), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 58th fiscal year (from July 1, 2019 to June 30, 2020)

Matters to be resolved

Proposal No. 1 Appropriation of Surplus Proposal No. 2 Election of Eight (8) Directors

Proposal No. 3 Election of Four (4) Audit & Supervisory Board Members Proposal No. 4 Election of One (1) Substitute Audit & Supervisory Board Member Proposal No. 5 Payment of Bonuses to Directors

• Pre-registrationis required to attend the meeting in person.The number of seats available at the venue will be much smaller than usual because of the need to keep a proper distance between seats. The Company takes this measure to prevent the spread of new coronavirus infection. Please see the Japanese convocation notice for details.
• If any changes are made to the Business Report, the Consolidated Financial Statements or the Non-consolidated Financial Statements attached to this Notice and the Reference Documents for General Meeting of Shareholders, such changes will be posted on the Company's website (https://www.lasertec.co.jp/).
• There will be no welcoming event or gift for shareholders attending the meeting. Your understanding would be appreciated.

- 1 -

Reference Documents for General Meeting of Shareholders

Proposal No. 1 Appropriation of Surplus

The Company proposes the appropriation of surplus as follows.

Year-end dividends

The Company's basic policy concerning dividends is to flexibly pay dividends based on performance while maintaining steady income distribution to shareholders, with a dividend payout ratio of 35% being the guideline on a consolidated basis.

Following this basic policy, the Company proposes to pay year-end dividends for the fiscal year under review as follows:

1. Type of dividend property Cash
2. Allotment of dividend property and total amount thereof ¥27 per common share of the Company
   Total amount: ¥2,434,803,678
3. The effective date of dividends of surplus September 29, 2020

- 2 -

Proposal No. 2 Election of Eight (8) Directors

The terms of office of all eight Directors will expire at the conclusion of this meeting. The Company, therefore, proposes to elect eight Directors.

The candidates for Director are as follows:

#

Name

Current Position in the

Company

President & Representative

1

Osamu Okabayashi

Reappointment

Director

Executive Vice President &

2

Haruhiko Kusunose

Reappointment

Representative Director

3

Shu Uchiyama

Managing Director

Reappointment

4

Koichi Moriizumi

Managing Director

Reappointment

5

Hirokazu Seki

Director

Reappointment

6

Minoru Ebihara

Outside Director

Reappointment

Outside

Independent

7

Takayuki Shimoyama

Outside Director

Reappointment

Outside

Independent

8

Koji Mihara

--

New

Outside

Independent

Reappointment Candidate for Reappointed Director

NewCandidate for New Director

Outside Candidate for Outside Director

Independent To be appointed as Independent Officer as provided for by the Stock Exchange

- 3 -

Candidate	Name		Career Summary, and Position and Responsibility	Number of the
		in the Company	Company's
No.	(Date of Birth)
	(Significant Concurrent Positions outside the Company)	Shares Owned
		July	2001	Joined the Company
		Jan.	2002	General Manager, Sales Department, the Company
		Sept.	2003	Director, the Company
		Mar.	2005	President, Lasertec U.S.A., Inc.
		Sept.	2005	Managing Director, the Company
		Sept.	2005	President, Lasertec Korea Corporation
		July	2006	Chief Sales Officer, the Company
		Sept.	2007	Representative Director and Managing Executive
				Officer, the Company
		Jan.	2008	Executive Vice President & Representative Director,
				the Company
		July	2009	President & Representative Director, the Company
				(current position)
1	Osamu Okabayashi	(Significant Concurrent Positions outside the Company)	80,000
(May 16, 1958)	Director, Lasertec U.S.A., Inc.
		Director, Lasertec Korea Corporation
		Director, Lasertec Taiwan, Inc.
		Director, Lasertec China Co., Ltd.
		Director, Lasertec Singapore Service Pte. Ltd.
		(Reason for Nomination)
		Since joining the Company, Osamu Okabayashi has engaged in sales
		promotion and managed a department before assuming the office of
		Director in September 2003. Since becoming a Director, he has
		broadened his knowledge of management, assumed the office of
		President & Representative Director in 2009, and executed
		management reform with strong leadership. He is nominated for
		Director again because his abundant experience and knowledge are
		instrumental in the further sustainable growth of the Company and
		its subsidiaries (collectively the "Group").

- 4 -

Candidate	Name	Career Summary, and Position and Responsibility	Number of the
	in the Company	Company's
No.	(Date of Birth)
(Significant Concurrent Positions outside the Company)	Shares Owned
	Apr.	1995	Joined the Company
	Jan.	1998	General Manager, Technology Department II, the
			Company
	Mar.	2001	General Manager, Engineering Department II, the
			Company
	Sept.	2001	Director, the Company
	Sept.	2003	Managing Director, the Company
	Sept.	2003	General Manager, R&D Department, the Company
	July	2005	General Manager, Technical Activities Promotion
			Office, the Company
	July	2006	General Manager, Operation Division I and General
			Manager, Semiconductor Group I, the Company
	Sept.	2007	Director and Managing Executive Officer, the
			Company
	July	2009	Chief Technology Officer, the Company (current
			position)
	Sept.	2009	Executive Vice President & Representative Director,
			the Company (current position)
2	Haruhiko Kusunose July	2014	General Manager, Marketing Department, the	80,000
(October 26, 1958)		Company
	Dec.	2014	General Manager, Advanced Technology
			Development Office, the Company (current position)

(Significant Concurrent Positions outside the Company) Director, Lasertec U.S.A., Inc.

Director, Lasertec Korea Corporation Director, Lasertec Taiwan, Inc. Director, Lasertec China Co., Ltd.

Director, Lasertec Singapore Service Pte. Ltd. (Reason for Nomination)

Since joining the Company, Haruhiko Kusunose has engaged in technology development and managed departments before assuming the office of Director in September 2001. Since becoming a Director, he has broadened his knowledge of management, assumed the office of Executive Vice President & Representative Director in September 2009, and engaged in the effort to strengthen the Company's technology development and production infrastructure. He is nominated for Director again because his abundant experience and knowledge are instrumental in the further sustainable growth of the Group.

- 5 -

Candidate	Name		Career Summary, and Position and Responsibility	Number of the
		in the Company	Company's
No.	(Date of Birth)
	(Significant Concurrent Positions outside the Company)	Shares Owned
		Aug.	1992	Joined the Company
		July	1998	General Manager, Planning Office, the Company
		Sept.	2001	Director, the Company
		Jan.	2004	General Manager, General Affairs Department, the
				Company
		July	2006	General Manager, Corporate Planning Office, the
				Company
		July	2007	Chief Administrative Officer and General Manager,
				Planning Office, the Company
		Sept.	2007	Director and Executive Officer, the Company
		July	2008	General Manager, Corporate Strategy Office and
				General Manager, General Affairs Department, the
				Company
		July	2009	Chief Administrative Officer, the Company (current
				position)
		Jan.	2011	President, Lasertec Korea Corporation
		July	2013	General Manager, Quality Assurance Department,
				the Company
3	Shu Uchiyama	Sept.	2013	Managing Director, the Company (current position)	2,788,000
(February 1, 1966)	Aug.	2015	Chairman, Lasertec Taiwan, Inc.
		June	2017	Chairman, Lasertec China Co., Ltd.
		Jan.	2020	General Manager, Treasury and Accounting
				Department (current position)

(Significant Concurrent Positions outside the Company) Director, Lasertec U.S.A., Inc.

Director, Lasertec Korea Corporation Supervisor, Lasertec Taiwan, Inc. Supervisor, Lasertec China Co., Ltd. Director, Lasertec Singapore Service Pte. Ltd. (Reason for Nomination)

Since joining the Company, Shu Uchiyama has engaged in the administration of corporate affairs and managed a department before assuming the office of Director in September 2001. Since becoming a Director, he has broadened his knowledge of management and engaged in the effort to strengthen the Company's administration. He is nominated for Director again because his abundant experience and knowledge are instrumental in the further sustainable growth of the Group.

- 6 -

Candidate	Name	Career Summary, and Position and Responsibility	Number of the
	in the Company	Company's
No.	(Date of Birth)
(Significant Concurrent Positions outside the Company)	Shares Owned
	May	2004	Joined the Company
	July	2006	General Manager, FPD Department 2, Operation
			Division III, the Company
	Sept.	2007	Senior Engineer, Department 2, Operation Division
			II, the Company
	Feb.	2009	General Manager, Semiconductor Group II,
			Operation Division I, the Company
	July	2009	General Manager, Technology Department 2, the
			Company
	July	2012	General Manager, Sales Department 3, the Company
	Sept.	2012	Director, the Company
	July	2013	General Manager, Solution Sales Department 3, the
			Company (current position)
	July	2016	Chief Sales Officer, the Company (current position)
	July	2019	General Manager, Solution Sales Department 2, the
			Company (current position)
4	Koichi Moriizumi Jan.	2020	Chairman, Lasertec Taiwan, Inc. (current position)	8,000
(February 13, 1960)		Chairman, Lasertec China Co., Ltd. (current
			position)
	July	2020	Managing Director (current position)

(Significant Concurrent Positions outside the Company) Director, Lasertec Korea Corporation

Chairman, Lasertec Taiwan, Inc. Chairman, Lasertec China Co., Ltd. (Reason for Nomination)

Since joining the Company, Koichi Moriizumi has engaged in technology development and managed technology and sales departments before assuming the office of Director in September 2012. Since becoming a Director, he has broadened his knowledge of management and engaged in the effort to strengthen the Company's technology development and sales force. He is nominated for Director again because his experience and knowledge of the semiconductor-related equipment business and liquid crystal- related equipment business is instrumental in the further sustainable growth of the Group.

- 7 -

Candidate	Name		Career Summary, and Position and Responsibility	Number of the
		in the Company	Company's
No.	(Date of Birth)
	(Significant Concurrent Positions outside the Company)	Shares Owned
		Oct.	2002	Joined the Company
				Technology Department 2, the Company
		July	2011	General Manager, Technology Department 1, the
				Company
		July	2013	General Manager, Solution Sales Department 2, the
				Company
		July	2015	General Manager, Solution Sales Department 1, the
				Company (current position)
		Sept.	2015	Director, the Company (current position)
		July	2019	General Manager, Technology Department 6, the
	Hirokazu Seki			Company
5	(Significant Concurrent Positions outside the Company)	4,000
(October 17, 1975)
	Director, Lasertec Singapore Service Pte. Ltd.
		(Reason for Nomination)
		Since joining the Company, Hirokazu Seki has engaged in
		technology development and managed technology and sales
		departments before assuming the office of Director in September
		2015. Since becoming a Director, he has broadened his knowledge
		of management and engaged in the effort to strengthen the
		Company's technology development and sales force. He is
		nominated for Director again because his experience and knowledge
		of the semiconductor-related equipment business and microscope
		business is instrumental in the further sustainable growth of the
		Group.
		Dec.	1973	Joined Yokogawa-Hewlett-Packard Company
				(currently Hewlett-Packard Japan, Ltd.)
		Nov.	1995	General Manager, Semiconductor Metrology
				Department, Hewlett-Packard Japan, Ltd.
		Feb.	1997	Director, Hewlett-Packard Japan, Ltd.
		Oct.	1999	Director, Agilent Technologies Japan, Ltd.
	Minoru Ebihara	Feb.	2006	Representative Director & President, Agilent
			Technologies Japan, Ltd.
	(June 16, 1946)
6	Jan.	2010	Retired from office as Representative Director &	28,000
	Candidate for			President, Agilent Technologies Japan, Ltd.
	Outside Director	Sept.	2010	Outside Director, the Company (current position)
		(Reason for Nomination)
		Minoru Ebihara has years of experience in the business of
		measurement and analysis equipment in the semiconductor, FPD and
		various other industries as well as in the management of such
		business. He is nominated for Outside Director again because the
		Company expects his experience and wide-ranging knowledge to be
		reflected in its management.

- 8 -

Candidate	Name		Career Summary, and Position and Responsibility	Number of the
		in the Company	Company's
No.	(Date of Birth)
	(Significant Concurrent Positions outside the Company)	Shares Owned
		Apr.	1969	Joined The Mitsubishi Bank, Limited (currently
				MUFG Bank, Ltd.)
		Jan.	1989	General Manager, Senju Branch, The Mitsubishi
				Bank, Limited
		May	1993	General Manager, Branch Administration
				Department 2, The Mitsubishi Bank, Limited
		May	1995	General Manager, Kojimachi Branch, The Mitsubishi
	Takayuki			Bank, Limited
	June	1997	Director, Sankyu Inc.
	Shimoyama	June	2001	Managing Director, Sankyu Inc.
	(April 8, 1946)
7	Apr.	2005	Director and Managing Executive Officer, Sankyu	12,000
	Candidate for			Inc.
	June	2008	Adviser and Executive Head, Corporate Health
	Outside Director
				Insurance Society, Sankyu Inc.
		Sept.	2010	Outside Director, the Company (current position)
		(Reason for Nomination)
		Takayuki Shimoyama has years of experience in finance and
		management in general at financial institutions and business entities.
		He is nominated for Outside Director again because the Company
		expects his experience and wide-ranging knowledge to be reflected
		in its management.
		Apr.	1985	Joined Sony Corporation
		June	2005	Representative Director, MYNUAGES Co., Ltd.
				(current position)
		Apr.	2012 Associate Professor, Faculty of Informatics, Shizuoka
				Institute of Science and Technology
				Visiting Professor, the Nagoya University of
				Commerce and Business Graduate School
	Koji Mihara	Apr.	2017	Professor, Department of Management Information
	(December 4, 1958)			Science, Faculty of Social Systems Science, Chiba
8				Institute of Technology	0
	Candidate for	Apr.	2020	Professor, School of Creative Science and
	Outside Director			Engineering, Waseda University (current position)
		(Reason for Nomination)
		Koji Mihara has years of experience in planning management,
		factory operation, and other fields at business enterprises. Mr.
		Mihara is currently engaged in education in the field of management
		system engineering. He is nominated for Outside Director because
		the Company expects his experience and wide-ranging knowledge to
		be reflected in its management.

(Notes) 1. The "Number of the Company's Shares Owned" is the number of the Company's shares owned as of June 30, 2020.

1. No special interests exist between any of the candidates and the Company.
2. Minoru Ebihara, Takayuki Shimoyama, and Koji Mihara are candidates for Outside Director. Special notes concerning the candidates for Outside Director are as follows:
3. 1. In the last three fiscal years, the Company has no business with either Hewlett-Packard Japan, Ltd. or Agilent Technologies Japan, Ltd, the companies Minoru Ebihara once served, nor with current MUFG Bank, Ltd., to which Mr. Shimoyama previously belonged, nor with Sony Corporation, for which Mr. Mihara worked before. Takayuki Shimoyama retired from current MUFG Bank, Ltd., a bank with which the Company has a business relationship, more than 20 years ago, and joined a different company that has no special relationship with either the bank or the Company. The Company has no business with MYNUAGES Co., Ltd. where Mr. Mihara serves as a representative director.
   2. Minoru Ebihara and Takayuki Shimoyama are currently Outside Directors of the Company. At the conclusion of this meeting, the tenure of Minoru Ebihara and Takayuki Shimoyama will have been ten years.
   3. The Company has submitted notification to the Tokyo Stock Exchange that Minoru Ebihara and Takayuki Shimoyama have been appointed as independent officers as provided for by the Exchange. If this proposal is approved and adopted and they are reelected, the Company intends for the said notification to remain in effect. If this proposal is approved and adopted and Koji Mihara is elected, the Company intends to submit a

- 9 -

notification to the Tokyo Stock Exchange that Koji Mihara has been appointed as an independent officer as provided for by the Exchange.

1. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act and the provision of the Company's Articles of Incorporation, the Company has entered into agreements with Minoru Ebihara and Takayuki Shimoyama to limit their liability for damages under Article 423, paragraph 1 of the same Act. If they have acted in good faith and without gross negligence in performing their duties, the maximum amount of liability for damages under these agreements is the minimum liability amount provided for by the laws and regulations. If this proposal is approved and adopted and they are reelected, the said agreements to limit their liability shall continue to remain in effect. If this proposal is approved and adopted and Koji Mihara is elected, the Company intends to enter into the same agreement with him to limit his liability.

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Proposal No. 3 Election of Four (4) Audit & Supervisory Board Members

At the conclusion of this meeting, the terms of office of Senior Audit & Supervisory Board Member Takeaki Tsukasaki, and Outside Audit & Supervisory Board Members Yuji Saito and Miyuki Ishiguro will expire. Whereas the Company previously had three Audit & Supervisory Board Members, it has decided to enhance the audit system by increasing the number of positions by one, and proposes to have four Audit & Supervisory Board Members.

Therefore, the Company proposes to elect four Audit & Supervisory Board Members. The consent of the Audit & Supervisory Board has been obtained for this proposal. The candidates for Audit & Supervisory Board Member are as follows:

#

Name

Current Position in the

Company

Senior Audit & Supervisory

1

Takeaki Tsukasaki

Reappointment

Board Member

2

Koichi Asami

Adviser

New

Outside Audit & Supervisory

3

Miyuki Ishiguro

Reappointment

Outside

Board Member

4

Eiichi Izumo

--

New

Outside

Independent

Reappointment Candidate for Reappointed Audit & Supervisory Board Member NewCandidate for New Audit & Supervisory Board Member

Outside Candidate for Outside Audit & Supervisory Board Member

Independent To be appointed as Independent Officer as provided for by the Stock Exchange

- 11 -

Candidate	Name		Career Summary and Position in the Company	Number of the
	Company's
No.	(Date of Birth)		(Significant Concurrent Positions outside the Company)
	Shares Owned
		Apr.	1980	Joined Matsushita Electric Industrial Co., Ltd.
		Nov.	1998	Director in charge of Accounting, Matsushita
				Communication Industrial U.K. Limited
		May	2000	Head of Accounting Section, Headquarters
				Accounting Division, Matsushita Communication
				Industrial Co., Ltd.
		Apr.	2007	Director in charge of Accounting, Panasonic Mobile
				& System Engineering Co., Ltd.
		Feb.	2008	Joined the Company
				Senior Staff, Accounting Department, the Company
		Oct.	2008	General Manager, Treasury and Accounting
	Takeaki Tsukasaki			Department, the Company
1	Sept.	2016	Senior Audit & Supervisory Board Member, the	45,200
(April 14, 1957)
			Company (current position)
		(Reasons for Nomination)
		Takeaki Tsukasaki has years of experience in accounting affairs and
		has held the position of General Manager, Treasury and Accounting
		Department since joining the Company. He possesses considerable
		knowledge of finance and accounting. He was elected Audit &
		Supervisory Board Member of the Company, with the expectation
		that he would carry out objective and impartial audits from a broad
		perspective based on his experiences and wide-ranging knowledge.
		Since then, he has appropriately performed the duties of an Audit &
		Supervisory Board Member. Therefore, the Company once again
		nominates him as a candidate for Audit & Supervisory Board
		Member.
		Apr.	1979	Joined Mitsubishi Electric Corporation
		Apr.	2001	General Manager, Marketing, Communication and
				Network Works, Mitsubishi Electric Corporation
		Apr.	2005	General Manager, Operation, Communication
				Systems Group, Mitsubishi Electric Corporation
		Apr.	2007	General Manager, Strategic Business Development
				Office, Corporate Marketing Group, Mitsubishi
				Electric Corporation
		Apr.	2008	Deputy General Manager, Corporate Strategic
				Planning Division, Mitsubishi Electric Corporation
		Apr.	2010	Director and General Manager, Kyushu Branch
				Office, Mitsubishi Electric Corporation
2	Koichi Asami	Apr.	2014	President and Director, Diamondtelecom, Inc.	0
(September 1, 1956)
	Apr.	2017	Vice President and Director, Kanematsu
				Communications Ltd.
		Apr.	2018	Standing Statutory Auditor, Mitsubishi Electric
				Information Network Corporation
		Apr.	2020	Adviser, the Company
		(Reasons for Nomination)
		Koichi Asami has years of experience in the management of
		electrical equipment and electronics business. He also has
		experience of being an auditor at a different company. The Company
		expects him to carry out objective and impartial audits from a broad
		perspective based on his wide-ranging knowledge. Therefore, the
		Company newly nominates him as a candidate for the Audit &
		Supervisory Board Member.

- 12 -

Candidate	Name
No.	(Date of Birth)

3	Miyuki Ishiguro
(October 26, 1964)

Career Summary and Position in the Company	Number of the
Company's
(Significant Concurrent Positions outside the Company)
Shares Owned

Apr.	1991	Registered as an attorney at law (Tokyo Bar
		Association)
		Joined Tsunematsu Yanase & Sekine
Jan.	1999	Partner attorney, Tsunematsu Yanase & Sekine
Jan.	2000	Partner attorney, Nagashima Ohno & Tsunematsu
		(current position)
Oct.	2004	Visiting Professor for autumn semester, Columbia
		Law School, Columbia University, USA
June	2006	Outside Director, Sony Communication Network
		Corporation (currently Sony Network
		Communications Inc.)
June	2013	Outside Director, Miraca Holdings Inc. (current H.U.
		Group Holdings, Inc.)
May	2015	Secretary-General,Inter-Pacific Bar Association
		(IPBA)
Feb.	2016	Council Member, Radio Regulatory Council
Apr.	2016	Council Member, Management Council,
		Hitotsubashi University
Sept.	2016	Outside Audit & Supervisory Board Member, the
		Company (current position)
June	2017	Outside Audit & Supervisory Board Member,
0
		Benesse Holdings, Inc. (current position)
Apr.	2018	Vice President, Tokyo Bar Association
Apr.	2019	Vice President, Inter-Pacific Bar Association (IPBA)
		(current position)

(Significant Concurrent Positions outside the Company) Partner attorney, Nagashima Ohno & Tsunematsu

Outside Audit & Supervisory Board Member, Benesse Holdings, Inc.

(Reasons for Nomination)

Miyuki Ishiguro has abundant knowledge and experiences as an attorney at law specializing in corporate law and has an experience of supervising corporate management as an outside director, although she has no experience of being involved in corporate management other than serving as an outside officer. She was elected Audit & Supervisory Board Member of the Company, with the expectation that she would carry out objective and impartial audits from a broad perspective based on her experiences and wide- ranging knowledge. Since then, she has appropriately performed the duties of an Audit & Supervisory Board Member. Therefore, the Company once again nominates her as a candidate for Outside Audit & Supervisory Board Member.

- 13 -

Candidate	Name		Career Summary and Position in the Company	Number of the
	Company's
No.	(Date of Birth)		(Significant Concurrent Positions outside the Company)
	Shares Owned
		Apr.	1995	Joined Tohmatsu & Co. (current Deloitte Touche
				Tohmatsu LLC)
		Apr.	1998	Registered as a certified public accountant
		July	2010	Partner, Deloitte Touche Tohmatsu LLC
		Feb.	2015	Representative, Izumo CPA Office (current position)
		June	2015	Registered as a certified tax accountant
				Outside Audit & Supervisory Board Member,
				Benesse Holdings, Inc. (current position)
		Mar.	2016	Outside Audit & Supervisory Board Member, Torii
				Pharmaceutical Co., Ltd. (current position)
		June	2016	Director (Audit & Supervisory Committee Member),
	Eiichi Izumo			INTAGE HOLDINGS Inc.
4	(Significant Concurrent Positions outside the Company)	100
(January 2, 1973)
	Outside Audit & Supervisory Board Member, Benesse Holdings,
		Inc.
		Outside Audit & Supervisory Board Member, Torii Pharmaceutical
		Co., Ltd.
		(Reasons for Nomination)
		Eiichi Izumo has abundant experiences as a certified public
		accountant of many years and considerable knowledge of finance
		and accounting. He also has experience of outside director and
		outside audit & supervisory board members at different companies.
		The Company expects him to carry out objective and impartial
		audits from a broad perspective based on his experiences and wide-
		ranging knowledge. Therefore, the Company newly nominates him
		as a candidate for the Audit & Supervisory Board Member.

(Notes) 1. The "Number of the Company's Shares Owned" is the number of the Company's shares owned as of June 30, 2020.

1. There is no special interest between any of the candidates and the Company.
2. Miyuki Ishiguro and Eiichi Izumo are candidates for Outside Audit & Supervisory Board Member.
3. Special notes concerning the candidates for Outside Audit & Supervisory Board Member are as follows:
4. 1. There is no contractual relationship between the Company and Miyuki Ishiguro, such as a legal advisory contract, and there is no contractual relationship, including a legal advisory contract between the Company and the law office to which she belongs (Nagashima Ohno & Tsunematsu). Deloitte Touche Tohmatsu LLC, to which Eiichi Izumo previously belonged, served as the Company's financial auditor until the fiscal year ended June 30, 2018. However, Mr. Izumo retired from Deloitte Touche Tohmatsu LLC in 2015 and was never in charge of auditing the Company while working for Deloitte Touche Tohmatsu LLC. The Company has no business relationship with Izumo CPA Office, where Mr. Izumo serves as representative.
   2. Miyuki Ishiguro is currently an Outside Audit & Supervisory Board Member of the Company. At the conclusion of this meeting, her tenure will have been four years.
   3. Miyuki Ishiguro meets the criteria of an independent outside audit & supervisory board member set by the Tokyo Stock Exchange. However, Nagashima Ohno & Tsunematsu, to which she belongs, has a policy that it does not allow its member lawyers to be registered as an independent member when serving on the board of a company. We, therefore, do not designate her as an independent member of the Board. If Eiichi Izumo assumes the office of Outside Audit & Supervisory Board Member, the Company intends to submit a notification to the Tokyo Stock Exchange that he has been appointed as an independent officer as provided for by the Exchange.
   4. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, and the provision of the Company's Articles of Incorporation, the Company has entered into an agreement with Miyuki Ishiguro to limit her liability for damages under Article 423, paragraph 1 of the same Act. If she has acted in good faith and without gross negligence in performing her duties, the maximum amount of liability for damages under this agreement is the minimum liability amount provided for under laws and regulations. If this proposal is approved and adopted and she is reelected, the said agreement to limit her liability shall continue to remain in effect. Also, if this proposal is approved and adopted and Eiichi Izumo assumes the office of Outside Audit & Supervisory Board Member, the Company intends to enter into the same agreement with him to limit his liability.

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Proposal No. 4 Election of One (1) Substitute Audit & Supervisory Board Member

At the commencement of this meeting, the effect of the election of Substitute Audit & Supervisory Board Member Osamu Mizuno, who was elected at the 58th Ordinary General Meeting of Shareholders held on September 27, 2019, will expire. Therefore, the Company once again proposes to elect one Substitute Audit & Supervisory Board Member to be ready to fill a vacant position should the number of Audit & Supervisory Board Members fall below the number required by the laws and regulations.

The consent of the Audit & Supervisory Board has been obtained for this proposal. The candidate for Substitute Audit & Supervisory Board Member is as follows:

Name		Career Summary and Position in the Company	Number of the
	Company's
(Date of Birth)		(Significant Concurrent Positions outside the Company)
	Shares Owned
	Apr.	1970	Joined Mitsubishi Electric Corporation
	Oct.	1993	General Manager, Factory Automation Systems
			Department, Hokkaido Branch Office, Mitsubishi
			Electric Corporation
	Apr.	2001	General Manager, Electronic Major Component
			Planning Department, Electronic Business Group,
			SPC ELECTRONICS CORPORATION
	Sept.	2009	General Manager, Tokyo Plant, Business Supervision
			Department, SPC ELECTRONICS CORPORATION
	Apr.	2010	Standing Statutory Auditor, SPC ELECTRONICS
Yuji Saito			CORPORATION	0
(August 20, 1947)	Sept.	2012	Outside Audit & Supervisory Board Member, the
			Company (current position)
	(Reasons for Nomination)
	Yuji Saito assumed the office of Outside Audit & Supervisory Board
	Member of the Company in September 2012 with many years of
	experience and knowledge in the electronics industry. His tenure will
	reach eight years at the conclusion of this Ordinary General Meeting
	of Shareholders when he retires. The Company nominates him as a
	candidate for Substitute Audit & Supervisory Board Member,
	considering his track record of executing objective and impartial
	audits from a broad perspective.

(Notes) 1. The "Number of the Company's Shares Owned" is the number of the Company's shares owned as of June 30, 2020

1. No special interests exist between the candidate and the Company.
2. Yuji Saito is a candidate for Substitute Outside Audit & Supervisory Board Member. Special notes concerning the candidate for Substitute Outside Audit & Supervisory Board Member are as follows:
3. 1. The Company has business with Mitsubishi Electric Corporation, to which Mr. Saito previously belonged, but the percentage of sales from Mitsubishi Electric Corporation over the total sales of the Company is less than 0.25%, extremely small, in the fiscal year ended June 30, 2020. The Company has no business with SPC ELECTRONICS CORPORATION, for which Yuji Saito once worked.
   2. If Yuji Saito assumes the office of Outside Audit & Supervisory Board Member, the Company intends to appoint him as an independent officer as provided for by the Tokyo Stock Exchange and submit a notification of the appointment to the Exchange.
   3. If Yuji Saito assumes the office of Outside Audit & Supervisory Board Member, the Company plans to enter into an agreement with him to limit the maximum amount of his liability for damages under Article 423, paragraph 1 of the Companies Act to the minimum liability amount provided for by the laws and regulations, pursuant to the provisions of Article 427, paragraph 1 of the same Act and the provision of the Company's Articles of Incorporation.

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Proposal No. 5 Payment of Bonuses to Directors

The Company proposes to pay bonuses in the total amount of ¥537,000,000 to five Directors (excluding Outside Directors) in office as of the end of the fiscal year under review, taking into consideration the performance of the fiscal year under review and other factors.

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