HORIBA : Notice of the 85th Ordinary General Meeting of Shareholders

[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 & COO

Starting Date of Measures for Provision of Information Electronically: March 1, 2023

Issuing Date March 3, 2023

Notice of the 85th Ordinary General Meeting of Shareholders

Dear Shareholders,

HORIBA, Ltd. (the "Company") would hereby like to inform you that the 85th Ordinary General Meeting of Shareholders (the "Meeting") will be held as set forth below.

In convening the General Meeting of Shareholders, 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.

Rather than attending the Meeting on the day, shareholders 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 Friday, March 24, 2023.

1. Time and Date:Saturday, March 25, 2023, 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:

Items to be Reported:

1. The Business Report, the Consolidated Financial Statements, and the audit results of the Consolidated Financial Statements by the Accounting Auditors and the Audit & Supervisory Board for the 85th Fiscal Term (from January 1, 2022 to December 31, 2022)
2. The Non-Consolidated Financial Statements for the 85th Fiscal Term (from January 1, 2022 to December 31, 2022)

Items to be Resolved:

Proposal No. 1: Election of Nine (9) Directors

Proposal No. 2: Election of One (1) Audit & Supervisory Board Member

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Information about exercising your voting rights, etc.

All shareholders may exercise their voting rights either by attending the General Meeting of Shareholders, via the internet, etc. or in writing.

Points 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. and in writing, the vote made via the internet, etc. will be treated as the valid exercising of voting rights.
• If you exercise your voting rights multiple times via the Internet, etc., the last vote cast 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 enclosed voting form 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 right by designating one proxy, who is another shareholder of the Company with a voting right, in accordance with the provisions of the articles of incorporation. In this case, however, please submit documentation to prove the authority of representation.

Points 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 Annual General Meeting of Shareholders, 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 are excluded from the paper-based documents delivered to shareholders who have made a request for delivery of such documents (delivered documents). Therefore, the business report, consolidated financial statements, and non-consolidated financial statements contained in the delivered documents are a part of the documents that were subject to audit when the accounting audit report was prepared by the accounting auditor and when the audit report was prepared by the Audit & Supervisory Board Members.
• 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 Statement of Changes in Equity" and "Notes to Non-consolidated Financial Statements"

The above can be found on the Company's website (https://www.horiba.com/jpn/company/investor-relations/shareholders-meeting/)(Japanese text only), etc.

• 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 text 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. (https://www.horiba.com/jpn/company/investor-relations/shareholders-meeting/)

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1. Please use your smartphone, etc. to scan QR Code provided at the bottom right of the voting form.
2. Please indicate your approval or disapproval by following the instructions shown on the screen.

It is possible to login to the website for exercise of voting rights without entering your voting code and password, however, the exercising of voting rights using Smart Vote may only be performed once.

If you wish to redo your vote or exercise your voting rights without using the QR Code, please refer to "Entering the voting code and password" below.

Entering the voting code and password

1. Please access the website for exercise of voting rights stated below from your personal computer, etc.
2. • https://www.web54.net(Japanese text only)
3. Enter the voting code described on the lower right-hand side of the voting form, and click the "Login" button.
4. Enter the password stated in the voting form, set a new password, and then click "Register."
5. Please indicate your approval or disapproval by following the instructions shown on the screen.

• The operation screen is an image.
• Please note that our shareholders shall bear any costs incurred when exercising voting rights via the internet, etc.
• "QR Code" is a registered trademark of DENSO WAVE INCORPORATED.

Inquiries concerning the exercise of voting rights via the internet, etc.

Sumitomo Mitsui Trust Bank, Limited

Stock Transfer Agency Web Support

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.

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Reason for Recommendation as Candidate for Corporate Director Position

The candidate served as President & CEO of the Company over the 26-year period from 1992 to the end of 2017 and as Chairman & Group CEO of the Company from 2018, during which he played a pivotal role in spearheading the global growth of the overall HORIBA Group while otherwise accumulating rich management experience. In view of this solid background and further strengthening of the Group solidarity 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.
• Outside Director of Sumitomo Electric Industries, Ltd.

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