Hoya : Notice of the 86th Ordinary General Meeting of Shareholders(Proposals, Business Report, Etc.) (2.51MB)

[Paper-Based Documents for Delivery]

Security Code: 7741

The 86th Ordinary General Meeting of Shareholders

Proposals, Business Report, Etc.

Message from CEO

I would like to express my thanks for your continued patronage.

I would like to convey our deepest apologies to our shareholders, customers, business partners, and other stakeholders for any inconvenience caused by the IT system incident in our Group that occurred as a result of a malicious cyberattack by a third party in March of this year.

I would also like to announce that HOYA CORPORATION (the "Company") will hold its 86th Ordinary General Meeting of Shareholders on Thursday, June 27, 2024.

Regarding performance in the current fiscal year, we achieved record high sales against the backdrop of strong performance of the Life Care business. In the Life Care business, sales increased substantially due to strong sales of high value-added products and a rebound from the lockdown in China. In the Information Technology business, sales of mask blanks for semiconductor manufacturing and glass substrates for HDDs decreased due to inventory adjustments, but a gradual recovery was seen toward the end of the fiscal year.

With respect to the allocation of capital, the Company actively invested in business expansion, and with respect to returns to shareholders, while paying a dividend of 110 yen per share, we purchased approximately

56.0 billion yen of the Company's own shares. We have made further purchases of approximately 50.0 billion yen of the Company's own shares in May. Going forward, under management conscious of capital efficiency, we will continue to prioritize the allocation of capital to growth investments such as M&A and capital expenditures, with due consideration to the business environment and capital needs, while allocating surplus funds to shareholder returns through dividends and share repurchases.

For ESG and sustainability, we accelerated our initiatives in the area of "E" (Environment) in particular. In April 2023, the Company disclosed information on climate change based on the TCFD recommendations for the first time, and we set a goal to procure 100% of in-house electricity consumption from renewable energy sources by FY2040.

We continue to see significant changes in the external environment mainly due to growing geopolitical risks and increasing demands for decarbonization in response to the global increase in abnormal weather events. Under these circumstances, we will strive to respond quickly to the requests from society, customers, employees and other stakeholders, and increase both social value and corporate value through realization of the Company's vision "Innovating For a Better Tomorrow."

We sincerely ask for your continued support.

Eiichiro Ikeda

Director, Representative Executive Officer President & CEO

Corporate Mission

"Dedicated to innovation in

information technology,

lifestyles and culture,

HOYA envisions a world

where all can enjoy the good life, living in harmony with nature."

Commitment	Commitment
to	to
society	customers

	Management
Dedication	Principles
Commitment
to innovative
to
management
shareholders
	Commitment
	to
	employees

Vision

INDEX

Reference Material for
the General Meeting of Shareholders	5
Proposal : Election of sevent (7) Directors
Business Report	15
Consolidated Financial Statements	44
Independent Auditor's Report for
the Consolidated Financial Statements	47
Nonconsolidated Financial Statements	50
Independent Auditor's Report	53
Audit Committee's Audit Report	56

Innovating For a Better Tomorrow

HOYA Group's Businesses

Based on the concept of "Business Portfolio Management" and "Big Fish in a Small Pond," HOYA has developed highly competitive businesses focused on two segments, Life Care and Information Technology.

We are making the future a better place by resolving social issues through

Life Care

Health Care

Sales

Engages in manufacturing and sales of eyeglass lenses and operation of "Eyecity," contact lens specialty retail stores.

Eyeglass lenses

"Eyecity," contact lens specialty retail stores

Eyeglass lenses	"Eyecity" store
(MiYOSMART)*	Health
	Care

Medical

Medical endoscope	Intraocular lenses for
(PENTAX Medical INSPIRA™)*	cataracts

* As of April 2024, this product has not been approved in Japan.

Main products are medical endoscopes, intraocular lenses for cataracts, apatite products that are prosthetic fillers for bone defects, etc.

Medical endoscopes Intraocular lenses for cataracts

Artificial bones/metallic orthopedic implants

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The HOYA Group will continue striving to sustainably increase its social value and corporate value by efficiently allocating management resources to growth areas such as the Life Care business, whose market is expected to expand due to the aging of the world population and improvement in living standards in emerging markets, and semiconductors and HDD-related products in the Information Technology business, whose market is expected to grow due to the progress of an increasingly digital society.

innovation in the areas of "Vision," "Health," and "Information Society."

Information Technology

Reference Material for the General Meeting of Shareholders

Composition

Electronics

Electronics

Deals in glass-made components and materials essential for manufacturing semiconductors, FPDs and HDDs.

Mask blanks for semiconductors
Photomasks for semiconductors
Photomasks for FPD
Glass disk substrates for HDDs	Mask blanks for semiconductor	Glass disk substrates for HDDs

Business Report

Imaging

Imaging

Medical

Deals in optical lenses, optical glass material, etc.

Optical glass material

Optical lenses

Laser related equipment

Optical lenses

Optical glasses

Note: The‌ term "HOYA" herein refers to "HOYA Group" in reference to its history, activities, operating results, etc. In particular, statements concerning HOYA on a nonconsolidated basis are written in the form of "HOYA Corporation."

Financial Statements

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Reference Material for the General Meeting of Shareholders

Business Report

Financial Statements

Reference Material for the General Meeting of Shareholders

Proposal Election of Seven (7) Directors

The term of office of all of the seven Directors will expire at the close of this Ordinary General Meeting of Shareholders. As a result of deliberations on the number of members and composition of the Board of Directors in consideration of the diversity, management experience, and expertise prior to the selection of candidates by the Nomination Committee, it is being proposed that, seven Directors be elected - five Independent Directors and two Inside Directors. The reason for the selection of each candidate is stated individually in the following pages.

The Nomination Committee has reported that according to the "Basis for Election of Candidates for Directors" established by the committee, each candidate for Director does not fall under any reason for disqualification and all candidates for both Inside Directors and Independent Directors meet the requirements for such candidates.

All Independent Directors are to serve on the following three committees: the Nomination Committee, the Compensation Committee, and the Audit Committee.

The candidates for Directors are as follows:

No.	Name	Current positions and assignments at the Company
	Hiroaki Yoshihara	Director, Chairperson of the Audit Committee
1	Member of the Nomination Committee	Independent
		Member of the Compensation Committee
	Yasuyuki Abe	Director, Chairperson of the Nomination Committee
2	Member of the Compensation Committee	Independent
		Member of the Audit Committee
	Takayo Hasegawa	Director, Member of the Nomination Committee
3	Member of the Compensation Committee	Independent
		Member of the Audit Committee
	Mika Nishimura	Director, Member of the Nomination Committee
4	Member of the Compensation Committee	Independent
		Member of the Audit Committee
		Director
5	Mototsugu Sato	Chairperson of the Compensation Committee	Independent
Member of the Nomination Committee
		Member of the Audit Committee
6	Eiichiro Ikeda	Director, Representative Executive Officer
President & CEO

7 Ryo Hirooka Director, Representative Executive Officer & CFO

(Note)   ‌Mr. Hiroaki Yoshihara, Mr. Yasuyuki Abe, Ms. Takayo Hasegawa, Ms. Mika Nishimura and Mr. Mototsugu Sato are candidates for the posts of Independent Directors. The Company has provided notice to the Tokyo Stock Exchange of Mr. Hiroaki Yoshihara, Mr. Yasuyuki Abe, Ms. Takayo Hasegawa, Ms. Mika Nishimura and Mr. Mototsugu Sato as being Independent Directors appointed by the Company, in accordance with the Tokyo Stock Exchange's rules and regulations.

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No.	Name		Brief history, positions and assignments at the Company,
and important positions of other companies concurrently held
	Nov. 1978	Joined Peat Marwick Mitchell & Co.
	Jul.	1996	National Managing Partner, the Pacific Rim Practice of
			KPMG LLP
	Oct. 1997	The Board Member of KPMG LLP
	Oct. 2003	Vice Chairman and Global Managing Partner of KPMG
			International (retired in April 2007)
	Jun.	2018	Director of the Company (present post)

Reference Material for the General Meeting of Shareholders

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(Important positions of other companies concurrently held) Outside Director of Hitachi, Ltd.

Hiroaki Yoshihara

(Born on Feb. 9, 1957)

Candidate for Independent Director

[Number of years in office of the Director of the Company]

6 Years

[Number of shares of the Company held] 0 Shares

[Number of attendances to the board meetings] 10/10 times (100%)

Reason for the Selection of Candidate for Director and Overview of Expected Roles

The above candidate has long-term experience as an expert in finance and accounting as well as management experience gained as Global Managing Partner of an international accounting firm. He also has a track record of participating in the M&A of many companies from a professional standpoint. The Company's Nomination Committee has judged that he will contribute to enhancing the supervisory function of the Board of Directors of the Company and at the same time provide plenty of advice in regard to M&A, an important measure in the Company's business strategy, so it has nominated him as a candidate for Director again this year. Nothing in connection with the candidate violates the independence requirements for a Director candidate provided for in the "Basis for Election of Candidates for Directors" set forth by the Nomination Committee of the Company.

Message to Shareholders from Candidate

Currently, the business environment remains uncertain with heightened tensions of high geopolitical risks in Ukraine and the Middle East, as well as uncertainties in prices, exchange rates, and policy interest rates in various countries. Under these difficult circumstances, HOYA will respond promptly to these various and diverse risks and continue to promote thorough Business Portfolio Management, making further improvements to business and management efficiency, execution of sustainability programs, and formulation and implementation of new strategies for medium- to long-term growth, aiming to contribute to the creation of a truly affluent society by solving social issues in the Life Care and the Information Technology segments. As an Independent Director with many years of experience in global management and participating in the M&A of many companies, I will sincerely strive to support and supervise the execution of duties by the management team from an independent standpoint in order to enhance both corporate value and social value.

Business Report

Financial Statements

6

General Meeting of Shareholders

No.	Name	Brief history, positions and assignments at the Company,
and important positions of other companies concurrently held

Reference Material for the

Report

Yasuyuki Abe

(Born on Apr. 17, 1952)

Candidate for Independent Director

[Number of years in office of the Director of the Company]

3 Years

[Number of shares of the Company held] 0 Shares

[Number of attendances to the board meetings] 10/10 times (100%)

Apr. 1977 Joined Sumitomo Corporation

Jun. 2002 Representative Director and President of Sumisho Electronics Co., Ltd. (present SCSK Corporation)

Apr. 2005 Representative Director and President of Sumisho Computer Systems Corporation (present SCSK Corporation)

Jun. 2009 Representative Director, Managing Executive Officer, General Manager, Financial & Logistics Business Unit of Sumitomo Corporation

Apr. 2010 Representative Director, Managing Executive Officer, General Manager, New Industry Development & Cross- function Business Unit of Sumitomo Corporation

Apr. 2011 Representative Director, Senior Managing Executive Officer, General Manager, New Industry Development & Cross-function Business Unit, General Manager, Financial Service Division of Sumitomo Corporation

Apr. 2013 Representative Director, Senior Managing Executive Officer, General Manager, Corporate Planning & Coordination Group of Sumitomo Corporation

Jun. 2015 Advisor of Sumitomo Corporation (retired in June 2018) Jun. 2021 Director of the Company (present post)

(Important positions of other companies concurrently held)

Outside Director of SUBARU CORPORATION (scheduled to retire the position in June 2024)

Business

Financial Statements

2	Reason for the Selection of Candidate for Director and Overview of Expected Roles
The above candidate was primarily engaged in the electric power, machinery, and information fields at
	Sumitomo Corporation, a general trading company. After stationed twice in the United States, he served as
	representative director and president of the company's electronics and information related subsidiaries.
	Subsequently, as a representative director of Sumitomo Corporation, he was engaged in the company's
	financial, logistics and new business development. The Company's Nomination Committee has judged that he
	will contribute to the Board of Directors of the Company through his wide-ranging experience at the general
	trading company, his global mindset cultivated over the years of stay in the United States, his business
	experience nurtured as a representative director and president, and his experience as an independent director
	gained at other companies after leaving Sumitomo Corporation, so it has nominated him as a candidate for
	Independent Director. There were transactions in the fiscal year 2023 between the HOYA Group and Sumitomo
	Corporation, which the candidate comes from, but the amount involved in the transactions represents less
	than 0.1% of the consolidated net sales of each party, and nothing in connection with the candidate exists
	that violates the independence requirements for a Director candidate provided for in the "Basis for Election of
	Candidates for Directors" set forth by the Nomination Committee of the Company.
	Message to Shareholders from Candidate
	Recently, the international business environment has been changing rapidly and becoming increasingly
	unpredictable due to various factors such as geopolitical risks, technological innovation, sustainability and
	social responsibility, etc. HOYA has grown by managing its business in a way that responds flexibly to these
	changes.
	I hope to continue contributing to sustainable growth and enhance the medium- to long-term corporate value
	of the HOYA Group through both supervision and support activities for the executive team as an Independent
	Director, based on many years of global corporate activities at a trading company and experience in
	management in the IT, electrical equipment, and automotive industries.

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No.	Name	Brief history, positions and assignments at the Company,
and important positions of other companies concurrently held

Reference Material for the General

Takayo Hasegawa

(Born on Oct. 15, 1959)

Candidate for Independent Director

[Number of years in office of the Director of the Company]

2 Years

[Number of shares of the Company held] 0 Shares

[Number of attendances to the board meetings] 10/10 times (100%)

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Apr. 1984 Joined SHOWA ELECTRIC WIRE AND CABLE CO., LTD. (present SWCC Corporation)

Jun. 2005 Deputy Director of Technical Development Center and Manager of Superconducting Project of SHOWA ELECTRIC WIRE AND CABLE CO.

Apr. 2006 Director, Director of Technical Development Center of

SWCC SHOWA CABLE SYSTEMS CO., LTD.

Apr. 2010 Managing Director, Director of Technical Development Center of SWCC SHOWA CABLE SYSTEMS CO., LTD., and Corporate Officer, General Manager of The Technology Planning Office of SHOWA ELECTRIC WIRE AND CABLE CO., LTD. (present SWCC Corporation)

Jun. 2013 Director, General Manager of The Technology Planning Office of SHOWA ELECTRIC WIRE AND CABLE CO., LTD.

Jun. 2018 President and Director of SWCC SHOWA HOLDINGS CO., LTD.

Apr. 2019 President and Representative Director, Group CEO of

SWCC SHOWA HOLDINGS CO., LTD.

Apr. 2020 President and Representative Director, Chairman of the Board of Director, Group CEO of SWCC SHOWA HOLDINGS CO., LTD.

Jun. 2022 Director of the Company (present post)

Apr. 2024 Representative Director CEO of SWCC Corporation (present post)

(Important positions of other companies concurrently held)

Representative Director CEO of SWCC Corporation

Meeting of Shareholders

Business Report

Reason for the Selection of Candidate for Director and Overview of Expected Roles

The above candidate was engaged for many years as a researcher in the R&D divisions of the SWCC Group (present the SWCC Group), which was originally established in the electric wire and cable industry and expanded widely into the Energy/Infrastructure, Communications/Industrial Devices, and Electrical Equipment/ Components businesses, promoting the technological development of the SWCC Group. Since taking office as the first female President and Representative Director from the R&D divisions in the SWCC Group in 2018, she has implemented rapid reform of governance by dividing the business of SWCC SHOWA HOLDINGS CO., LTD. into segments, helping to ensure stable profitability. The Company's Nomination Committee has judged that she will contribute significantly to the Company's management based on her experience as a manager backed by expertise as an engineer and with regard to initiatives for new business and transformation, so it has nominated her as a candidate for Director. There were no transactions in the fiscal year 2023 between the HOYA Group and SWCC, which the candidate comes from, and nothing exists that violate the independence requirements for a Director candidate provided for in the "Basis for Election of Candidates for Directors" set forth by the Nomination Committee of the Company.

Message to Shareholders from Candidate

The environment surrounding the Company has become increasingly uncertain due to global geopolitical risks, conflict risks, climate change risks, etc. Even in such an environment, HOYA has remained committed to creating new value by contributing to people's health and cutting-edge semiconductor technologies. In order for the Company to continue to place importance on sustainability, transparency, and fairness, and develop as a company that is an integral part of society, as an Independent Director, I will strive to contribute to enhance the corporate value by making use of the experience I gained while working concurrently as an engineer and a corporate manager.

Financial Statements

8

General Meeting of Shareholders

No.	Name	Brief history, positions and assignments at the Company,
and important positions of other companies concurrently held

Reference Material for the

Report

Mika Nishimura

(Born on Aug. 14, 1963)

Candidate for Independent Director

[Number of years in office of the Director of the Company]

2 Years

[Number of shares of the Company held] 0 Shares

[Number of attendances to the board meetings] 10/10 times (100%)

Jun. 1985 Joined BAIN & COMPANY

Aug. 1989 Joined LEK PARTNERSHIP

Jan. 1992 Director, Global Marketing of GUIDANT CORPORATION Sep. 1999 Managing Partner of THE BLG GROUP

Oct. 2002 Vice President International Sales, Operations and Marketing of EV3

Jan. 2007 Managing Partner of THE BLG GROUP

Jan. 2011 Operational Partner of GILDE HEALTHCARE PARTNERS (present post)

Apr. 2011 Vice President, Commercial Development of AUXOGYN (present PROGYNY)

Nov. 2015 Vice President, Commercialization of NVISION MEDICAL CORPORATION (present BOSTON SCIENTIFIC)

Jun. 2022 Director of the Company (present post)

(Important positions of other companies concurrently held) Operational Partner of GILDE HEALTHCARE PARTNERS

Business

Financial Statements

4	Reason for the Selection of Candidate for Director and Overview of Expected Roles
The above candidate has over 30 years of experience in the medical technology sector and was engaged in
	commercialization strategy on a global scale (50 markets in North America, Europe, the Asia-Pacific region, and
	Central and South America). Through leadership positions, including Director, Global Marketing, she has been
	involved in clinical and business strategies and has a proven track record in helping to launch franchises that
	contribute to stable revenue growth. In addition, her experience as a partner in a life science venture fund has
	given her a broad global perspective on the latest technologies and companies. Based on her past experience,
	the Company believes that she will contribute to strengthening the supervisory function, primarily in the life
	science business, and at the same time provide a great deal of advice on business strategy of the Company,
	so she has been nominated as a candidate for Director. There were no transactions in the fiscal year 2023
	between the HOYA Group and GILDE HEALTHCARE PARTNERS, which the candidate comes from, and nothing
	exists that violates the independence requirements for a Director candidate provided for in the "Basis for
	Election of Candidates for Directors" set forth by the Nomination Committee of the Company.
	Message to Shareholders from Candidate
	Approximately 60% of HOYA's sales come from the Life Care domain, and the Life Care activities themselves
	cover a wide range of areas. A major theme for HOYA is deciding what new markets to enter, or how to apply
	HOYA's technology to new clinical fields, based on the track record we have built up to date. During my more
	than 30-year career in the medical technology industry, I have witnessed constant technological innovation
	and market change. As an Independent Director, I would like to support the management team in pursuing
	portfolio development leading to responsible revenue growth while observing strict regulations governing
	medical devices that impact patient safety and health. Moreover, as a female business leader with global
	experience based in the U.S., I hope to promote the diversification of human resources throughout the HOYA
	Group and contribute to fostering the next generation of leaders.

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