Shimadzu : NOTICE OF THE 162ND ANNUAL GENERAL MEETING OF SHAREHOLDERS

Published May 21, 2025 at 11:04 p.m. UTC

Source: MarketScreener

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, 2025

To Shareholders with Voting Rights:

Yasunori Yamamoto

Representative Director, President & CEO SHIMADZU CORPORATION

1, Nishinokyo Kuwabara-cho, Nakagyo-ku, Kyoto, Japan

NOTICE OF THE 162ND ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We hereby notify that the 162nd 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 162nd 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 Wednesday, June 25, 2025, Japan standard time (“JST”).
1. Date and Time: Thursday, June 26, 2025 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 162nd Fiscal Year (April 1, 2024 - March 31, 2025) 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 162nd Fiscal Year (April 1,2024 - March 31, 2025)
  Matters to be resolved:Proposal 1: Appropriation of SurplusProposal 2: Election of Seven (7) Directors, Members of the BoardProposal 3: Election of One (1) Audit & Supervisory Board Member
  - 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. Wednesday, June 25, 2025 (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. Wednesday, June 25, 2025 (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. Thursday, June 26, 2025 (JST)

For inquiries about the system and other matters, contact:

Securities Business Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation Phone: (0120) 173-027 (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

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.
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.
Reference Documents for the General Meeting of ShareholdersProposals and ReferencesProposal 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, 2025, taking into consideration the earnings performance for the year and business development from now on, the Company proposes payment of dividend of 40 yen per share (the ordinary dividend 36 yen and the 150th anniversary commemorative dividend 4 yen) as shown below. Combined with the interim dividend, the total annual dividend will be 66 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 40 yen per share of common stock of the Company
  Total amount: 11,560,422,200 yen
3. Effective date of distribution of surplus June 27, 2025

(Yen)

Dividend per share / Payout ratio

36.0%

42.4%

50.0%

31.0%

30.6%

40.0%

29.9%

27.8% 27.8%

30.0%

20.8%

22.2% 22.3%

23.7%

25.4%

20.0%

20 13

10.0%

0.0%

FY2014 FY2015 FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025

(forecast)

Interrim

Year-end

Payout ratio

Proposal 2: Election of Seven (7) 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 seven (7) Directors, Members of the Board.

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

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

(Note) As for the attendance at the Board of Directors’ meetings of Ms. Mie Kitano, the Board of Directors’ meetings applicable to her were only those held subsequent to her assumption of office on June 26, 2024.

No.

Name (Date of birth)

Career summary, positions and responsibilities, and significant concurrent positions

Number of shares of the Company held:

31,033

Years served as Director, Member of the Board:

14 years

(at the closing of this Meeting)

Attendance at Board of Directors’ meetings in FY2024

13/13 (100%)

Teruhisa Ueda

(May 14, 1957)

April 1982 Joined the Company

June 2007 Corporate Officer

June 2007 Deputy General Manager,

Analytical and Measuring Instruments Division June 2011 Director, Member of the Board

June 2011 General Manager,

Analytical and Measuring Instruments Division June 2013 Managing Executive Officer

June 2014 Senior Managing Executive Officer June 2015 President and Representative Director June 2015 CEO

April 2022 Chairman and Representative Director

(to present)

April 2022 Chairman of the Board (to present)

July 2023 Outside Director, Meiji Yasuda Life Insurance Company (to present)

[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)

There are no special interests between Mr. Teruhisa Ueda and the Company.
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 18.