Horiba, Ltd.TSE: 6856

Notice of the 88th Ordinary General Meeting of Shareholders

· Issued by Horiba, Ltd.

[NOTICE: This Notice of Convocation is a translation of the Japanese original for reference purposes only, and in the event of any discrepancy, the Japanese original shall prevail.]

(Securities code: 6856) 2 Miyanohigashi-cho, Kisshoin, Minami-ku, Kyoto-shi

HORIBA, Ltd.

Masayuki Adachi, President

Issuing date: February 27, 2026 Starting Date of Measures for Provision of Information Electronically: February 25, 2026

Notice of the 88th Ordinary General Meeting of Shareholders

Dear Shareholders,

HORIBA, Ltd. (the "Company") would hereby like to inform you that the 88th Ordinary General Meeting of Shareholders (the "Meeting") will be held as set forth below.

In convening the Meeting, the Company has taken measures for providing information that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc., in electronic format (excluding voting forms); you are accordingly asked to access the Company's website at the URL below for review.



The Company's website URL (Japanese only)

(Page containing items subject to electronic provision measures)

The Company's website URL (English)

(This is not a page containing items subject to electronic provision measures)

https://www.horiba.com/jpn/company/investor-relations/shareholders-meeting/ https://www.horiba.com/int/company/investor-relations/shareholders-meeting/

Rather than attending the Meeting on the day, you may exercise your voting rights online, etc. or in writing, so please examine the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5 p.m. on Thursday, March 19, 2026.

  1. Time and Date: Saturday, March 21, 2026, at 10 a.m. (JST) (Reception opens at 9 a.m.)
  2. Location: 6th floor, TECHNO PLAZA, HORIBA Techno Service, Co., Ltd. Head Office

    18 Maegawara-cho, Kisshoin, Minami-ku, Kyoto-shi

  3. Objectives of the Meeting:

    Report:

  1. The Business Report, the Consolidated Financial Statements, and the audit results of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 88th Fiscal Term (from January 1, 2025 to December 31, 2025)

  2. The Non-Consolidated Financial Statements for the 88th Fiscal Term (from January 1, 2025 to December 31, 2025)

Resolution:

Proposal No. 1: Election of Nine (9) Directors Proposal No. 2: Election of Two (2) Substitute Audit & Supervisory Board Members

Besides the Company's website, you

may also access the websites listed on the right to review the items subject to electronic provision measures.

​ The Portal of Shareholders' Meeting URL (Japanese only)

  • https://www.soukai-portal.net

    ​ Tokyo Stock Exchange Website (Listed Company Search) URL (English)

  • https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

  • Enter "HORIBA" in the "Issue name (company name)" column or "6856" (half-width characters) in the "Code" column, click the "Search" button, and select "Basic Information," then "Documents for public inspection/PR information" to view the Notice of the Ordinary General Meeting of Shareholders of the Company.

    Information about exercising your voting rights, etc.

    You may exercise your voting rights either by attending the Meeting, via the Internet, etc. or in writing.

Exercise of voting rights via the Internet, etc.



Please enter your vote for each proposal on The Portal of Shareholders' Meeting or the dedicated website for exercising voting rights (Japanese only) (details available in the following page).

Deadline for exercise of voting rights (internet, etc.)

No later than 5 p.m. on Thursday, March 19, 2026

Exercise of voting rights by postal mail



Please indicate, on the paper voting form sent together with this Notice of Convocation, your approval or disapproval of the proposals and return the completed form.

Deadline for exercise of voting rights (postal mail)

No later than 5 p.m. on Thursday, March 19, 2026 (deadline for receipt by the Company)

Exercise of voting rights by attendance on the day



Please be sure to bring the paper voting form sent together with this Notice of Convocation to the Meeting and present it at the Meeting reception desk on the day of the Meeting.

Date and time of the General Meeting of Shareholders

Saturday, March 21, 2026, at 10 a.m. (JST)

Point to note when exercising voting rights by postal mail
  • If your approval or disapproval is not provided for each proposal, your vote will be cast in support of the proposal.

    Handling in the event voting rights are exercised more than once
  • If you exercise your voting rights multiple times via the Internet, etc., the last vote cast will be deemed to be valid.

  • If you exercise your voting rights in duplicate via the Internet, etc. and in writing, the vote made via the Internet, etc. will be deemed to be valid.

    Points to note when exercising voting rights by attending the General Meeting of Shareholders
  • You are kindly requested to bring the paper voting form sent together with this Notice of Convocation on the day.

  • Please note that non-shareholders such as proxies or those who accompany shareholders are not allowed to attend the Meeting. You may exercise your voting rights by designating one proxy, who is another shareholder of the Company with a voting right, in accordance with the provisions of the Company's Articles of Incorporation. In this case, however, please submit documentation to prove the authority of representation.

    Point to note for the diverse exercise of votes
  • If you wish to make a diverse exercise of your voting rights, please advise us by electronic means or in writing three days prior to the Meeting, stating your reasons therefor.

  • In accordance with the provisions of laws and regulations and Article 18 Paragraph 2 of the Company's Articles of Incorporation, each of the following items is excluded from the paper-based documents delivered to shareholders who have made a request for delivery of such documents (delivered documents). The Audit & Supervisory Board Members and the Accounting Auditor have audited the documents subject to audit, which included each of the following items (1) through (3).

    1. From the business report: In relation to items concerning the current status of the Group, "Principal Business," "Principal Offices and Plants," "Items related to Share Acquisition Rights, Etc., of the Company," "Status of Accounting Auditor," and "Company Systems and Policies"

    2. From the consolidated financial statements: "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements"

    3. From the non-consolidated financial statements: "Non-Consolidated Balance Sheets," "Non-Consolidated Statements of Income," "Non-consolidated Statement of Changes in Equity," and "Notes to Non-Consolidated Financial Statements"

    4. From the audit report: "Certified Copy of the Audit Report Prepared by the Accounting Auditor"

      Each of the above items can be found on the Company's website (https://www.horiba.com/jpn/company/investor-relations/shareholders-meeting/) (Japanese only), etc., as part of the items subject to electronic provision measures.

  • Upon occurrence of circumstances resulting in the need for amendment of the items subject to electronic provision measures, the fact that an amendment has been made as well as the items of amendment prior to and after the change shall be posted on all websites with measures for provision of information electronically, including the Company's website (https://www.horiba.com/jpn/company/investor-relations/shareholders-meeting/) (Japanese only). In addition, upon occurrence of circumstances that should be communicated to shareholders after the issuance of this convocation notice, notification shall be provided on the Company's website, etc.

Guide for the exercise of voting rights via the Internet, etc. and submission of a question in advance of the Meeting

Please review the information below if you intend to exercise your voting rights via the Internet, etc.

Deadline for exercise of voting rights (Internet, etc.)

No later than 5 p.m. on Thursday, March 19, 2026

How to exercise your voting rights using a smartphone, etc.

  1. Please scan the QR Code provided in the voting form.

  2. Please tap "Exercise your voting rights" on the top screen of The Portal of Shareholders' Meeting.

  3. The top screen of Smart Vote®will be displayed. Please follow the instructions on the screen to enter your vote.

    How to exercise your voting rights using a personal computer, etc.

Please access The Portal of Shareholders' Meeting by using the login ID and password provided in the voting form, and follow the instructions on the screen to enter your vote.

The Portal of Shareholders' Meeting:



  • https://www.soukai-portal.net (Japanese only) QR Code for The Portal of Shareholders' Meeting: The dedicated website for exercising voting rights is also still available:

  • https://www.web54.net (Japanese only) Click "Exercise your voting rights."

* Please note that our shareholders shall bear any costs incurred when exercising voting rights via the Internet, etc.

Note: You may exercise your voting rights by using Smart Vote®only once. If you exercise your voting rights by a method other than Smart Vote®or re-exercise your voting rights, please visit the "dedicated website for exercising voting rights" mentioned above.

Inquiries concerning the exercise of voting rights via the Internet, etc. Sumitomo Mitsui Trust Bank, Limited

Web Support Desk

Dedicated Number Tel. 0120-652-031 (9 a.m. to 9 p.m. (JST))

To institutional investors

Institutional investors wishing to exercise their voting rights by electronic means at the Meeting may do so by using the Electronic Voting Platform operated by ICJ, Inc.

Submission of a preliminary question

The Company will accept one question per shareholder related to the objectives of the Meeting and may provide responses primarily for the most asked questions on its website at a later date. Please follow the instructions given below for submitting a question.

Please login to The Portal of Shareholders' Meeting, select the "Preliminary Questions" button, and follow the instruction to enter your question in the textbox.

How to submit a question:

Friday, February 27, 2026 to Friday, March 13, 2026

Period for accepting questions:

Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1:

Election of Nine (9) Directors

As the tenure of all nine (9) of our current Directors will expire upon the conclusion of this Meeting, the election of nine (9) Directors (of which three (3) are Non-Executive Directors) is requested.

The election of candidates for Director was determined by the Board of Directors after deliberation in the Nomination and Remuneration Committee.

The candidates for Director are as follows:

Candidate

number / Classification

Name

Gender

Current (as of February 25, 2026) positions and assignments in the Company

Attendance of meetings of the Board of Directors in FY2025

1

Reelection

Atsushi Horiba

Male

Chairman & Group CEO

100% (12/12)

2

Reelection

Juichi Saito

Male

Executive Vice Chairman & Group COO

100% (12/12)

3

Reelection

Masayuki Adachi

Male

President

100% (12/12)

4

New Election

Koji Koyama

Male

Senior Corporate Officer & Group CFO

-

5

Reelection

George Gillespie

Male

Director

100% (10/10)

6

Reelection

Dan Horiba

Male

Director

100% (10/10)

7

ReelectionNon-Executive

Independent Director

Haruyuki Toyama

Male

Director

100% (12/12)

8

ReelectionNon-Executive

Independent Director

Fumihiko Matsuda

Male

Director

100% (12/12)

9

ReelectionNon-Executive

Independent Director

Tomoko Tanabe

Female

Director

100% (12/12)

Non-Executive

Reelection

Candidate for reelection as Director Candidate for election as Non-Executive Director

Candidate for new election as Director

Independent Director

New Election

Independent Director stipulated by Tokyo Stock Exchange, Inc.

(Notes) When this Proposal is approved and adopted as originally proposed, the composition of the Board of Directors will be as follows:

33.3%

(3 out of 9)

Ratio of Non-Executive Directors

11.1%

(1 out of 9)

Ratio of female Directors



Candidate Number

1

Reelection

Atsushi Horiba

Career Summary, Positions, and Assignments

September 1972 Joined the Company June 1982 Director of the Company

June 1988 Senior Managing Director of the Company

June 1989 Director of STEC Co., Ltd. (present HORIBA STEC, Co., Ltd.) January 1992 President of the Company

June 1995 President of STEC Co., Ltd. (present HORIBA STEC, Co., Ltd.) June 2005 Chairman, President & CEO of the Company

April 2016 Chairman of HORIBA STEC, Co., Ltd. (to present) January 2018 Chairman & Group CEO of the Company (to present) June 2018 External Director of Softbank Corp. (to present)

Date of birth

February 5, 1948 (78 years old)

Number of Shares of the Company Held 1,097,072

Tenure as Director of the Company (upon the conclusion of the Meeting)

43 years and 9 months

May 2020 Vice Chair of Kansai Economic Federation (to present)

June 2020 President of Public Foundation of Kansai Research Institute (to present)

June 2021 Non-Executive Director of Sumitomo Electric Industries, Ltd. (to present)

January 2025 Chairman of the Kyoto Chamber of Commerce and Industry (to present)

Reason for Nomination as Candidate for Director

The candidate has experience and a record of accomplishment in promoting global development through overseas corporate acquisitions and expansion of production and sales sites, contributing to the growth in size of HORIBA Group's business and the strengthening of its revenue base. He has served for approximately seven years as a Board member of SEMI, an international industry association for the semiconductor and electronics manufacturing industries, and has also held executive positions at various other organizations. Through these roles, he has built networks with various industries and helped enhance the Company's brand reputation. In view of this solid background and further strengthening of the Group's management and global development, the candidate is considered highly qualified to remain in the capacity of Director, and his reappointment to that position is hereby requested.

Significant Concurrent Positions Outside the Company

  • Chairman of HORIBA STEC, Co., Ltd.

  • External Director of Softbank Corp.

  • Non-Executive Director of Sumitomo Electric Industries, Ltd.

  • Vice Chair of Kansai Economic Federation

  • President of Public Foundation of Kansai Research Institute

  • Chairman of the Kyoto Chamber of Commerce and Industry