オムロン(6645) – Notice of Convocation Annual General Meeting 2022

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開示日時:2022/05/26 08:00:00

損益

決算期 売上高 営業益 経常益 EPS
2018.03 85,998,200 8,336,700 8,082,400 296.85
2019.03 85,948,200 7,543,200 7,423,100 260.78
2020.03 67,798,000 5,183,600 5,183,600 365.26
2021.03 65,552,900 6,508,900 6,508,900 214.72

※金額の単位は[万円]

株価

前日終値 50日平均 200日平均 実績PER 予想PER
10,495.0 11,332.6 9,989.275 36.27 26.89

※金額の単位は[円]

キャッシュフロー

決算期 フリーCF 営業CF
2018.03 3,513,100 7,367,300
2019.03 3,220,000 7,124,500
2020.03 5,215,800 8,978,700
2021.03 6,716,900 9,383,100

※金額の単位は[万円]

▼テキスト箇所の抽出

This document has been translated from the Japanese original for reference purposes only. Where there are any discrepancies between the Japanese original and the translated document, the original Japanese document shall prevail. To All Shareholders: Stock Code: 6645 May 27, 2022 Yoshihito Yamada President and CEO OMRON Corporation Shiokoji Horikawa, Shimogyo-ku, Kyoto, Japan CONVOCATION NOTICE FOR THE 85TH ORDINARY GENERAL MEETING OF SHAREHOLDERS Notice is hereby given that the 85th Ordinary General Meeting of Shareholders will be held as detailed below. Instead of attending the Meeting in person, you may exercise your voting rights in writing or by electronic methods. You are kindly requested to examine the attached Reference Materials for the General Meeting of Shareholders and to exercise your voting rights no later than 5:30 p.m. on Wednesday, June 22, 2022. * Please note that there is no ballot attached to this translation. 1. Date: Thursday, June 23, 2022, 10:00 a.m. 2. Place: Banquet room “Genji,” 3rd Floor of Hotel Granvia Kyoto (inside Kyoto Station building) (The reception is scheduled to start at 9:00 a.m.) Karasuma-dori, Shiokoji-sagaru, Shimogyo-ku, Kyoto 3. Agenda: A. Reports 1. The Business Report, Consolidated Financial Statements, and the Reports of the Accounting Auditors and Audit & Supervisory Board on the Results of Audits of Consolidated Financial Statements for the 85th Fiscal Year (April 1, 2021 to March 31, 2022) 2. Financial Statements for the 85th Fiscal Year (April 1, 2021 to March 31, 2022) B. Proposals No. 1 Dividends from Retained Earnings No. 2 Partial Amendments to the Articles of Incorporation No. 3 Election of Eight (8) Directors No. 4 Election of One (1) Alternate Audit & Supervisory Board Member – 1 – REFERENCE MATERIALS FOR THE GENERAL MEETING OF SHAREHOLDERS Proposals and Reference Items No. 1: Dividends from Retained Earnings In aiming toward the sustained improvements in corporate value, the Company prioritizes investments in R&D expenditures, capital investments, and M&As, which are vital to OMRON’s future growth, and ongoing efforts have been made to enhance shareholder returns by securing the necessary internal reserves for these investments and taking capital efficiency into account. For dividends, OMRON’s policy has always been to enhance stable and uninterrupted profit distributions based on consolidated results, the payout ratio, and indicators including dividends on equity (DOE), which is return on equity (ROE) multiplied by the payout ratio. Specifically, in fiscal 2021, the Company made efforts to pay dividends based on a DOE of approximately 3% as a guide. The Company plans to pay a year-end dividend of JPY 46 per share, in view of business performance and upon consideration of the DOE level and past dividend levels, in order to secure stable and continuous dividends. As the Company has paid an interim cash dividend of JPY 46 per share, total cash dividends for the fiscal year will be JPY 92 per share. (1) Type of dividend assets: Cash (2) Item concerning allotment of dividend assets to shareholders and total amount of dividends: JPY 46 per share of common stock. Total amount JPY 9,190,692,314 (3) Effective date of the dividend (First payment date for year-end dividend): June 24, 2022 – 2 – No. 2: Partial Amendments to the Articles of Incorporation 1. Reasons for the Change Reasons for (1) Amendments to Articles of Incorporation Regarding Corporate Principles, and (2) Amendments Articles of Incorporation Concerning Electronic Provision Systems are as follows: (1) Amendments to Articles of Incorporation Regarding Corporate Principles Since its founding in 1933, the OMRON Group has always striven to create solutions to society’s needs through our business and to consistently contribute to society. In 1959, the Company set forth “To improve lives and contribute to a better society” as Our Mission, and has continued to practice corporate management that revolves around our corporate principles based on the spirit of Our Mission ever since. Moving forward, we will continue to practice our corporate principles, and would therefore like to include these corporate principles in the Articles of Incorporation such that we may clarify that this basis of our management, that strives to contribute to society and improve corporate value, is a fundamental core of our approach. [Reference] OMRON Principles (2) Amendments to Articles of Incorporation Concerning Electronic Provision Systems The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows. 1) The proposed Article 18, Paragraph 1 provides that information contained in the reference materials for the general meeting of shareholders, etc. shall be provided electronically. 2) The purpose of the proposed Article 18, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it. 3) The provisions related to the internet disclosure and deemed provision of the reference materials for the general meeting of shareholders, etc. (Article 17 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted. 4) In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established. – 3 – 2. Details of amendments The details of the amendments are as follows. The sections with the light blue background indicate said 1.(1) Amendments to Articles of Incorporation Regarding Corporate Principles. Current Articles of Incorporation Proposed Amendment (Underlined text indicates change.) (Newly stipulated) (Practice of Corporate Principles) Article 2. In the spirit of Our Mission, which is “to improve lives and contribute to a better society,” the Company will put our corporate principles into practice, contribute to the development of society through its business, and strive to increase its value. Articles 2 to 16 (Texts omitted) Articles 3 to 17 (Texts unchanged) (Internet Disclosure and Deemed Provision of Reference Documents for General Meetings of Shareholders) Article 17. The Company, in calling a General Meeting of Shareholders, may deem that it has provided its shareholders with information on the matters that should be stated or displayed in the reference documents for the General Meeting of Shareholders, business reports, non-consolidated financial statements, and consolidated financial statements by disclosing the said information through the Internet pursuant to the provisions stipulated in the applicable Ordinance of the Ministry of Justice. (Newly stipulated) (Deleted) (Measures for Providing Information in Electronic Formats) Article 18. When convening a General Meeting of Shareholders, the Company shall take measures for providing the information contained in the reference documents for the general meeting of shareholders and other documents in an electronic format. 2. Among the matters for which measures for providing information in an electronic format are to be taken, the Company may choose not to describe all or part of the matters designated by the applicable Ordinance of the Ministry of Justice in the paper-based document to be delivered to shareholders who requested the delivery of such documents by the record date for the exercise of voting rights. – 4 – Articles 18 to 44 (Texts omitted) Articles 19 to 45 (Texts unchanged) (Supplementary Provisions) 1. The amendment to Article 18 of the Articles of Incorporation shall come into force on September 1, 2022, which is the date of enforcement of the amended provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (hereinafter referred to as the “Effective Date”). 2. Notwithstanding the provision of the preceding paragraph, Article 17 (Internet Disclosure and Deemed Provision of Reference Documents for General Meetings of Shareholders) of the Articles of Incorporation shall remain in force with respect to any General Meeting of Shareholders to be held on a date within six months from the Effective Date. 3. These supplementary provisions shall be deleted after the lapse of six months from the Effective Date, or the lapse of three months from the date of the General Meeting of Shareholders under the preceding paragraph, whichever is later. (Newly stipulated) – 5 – No. 3: Election of Eight (8) Directors The terms of all eight (8) Directors will expire at the close of this General Meeting of Shareholders. As Mr. Eizo Kobayashi will retire from his position of Director, the Company will add a new member to its Board of Directors. The Company therefore requests the election of eight (8) Directors, including three (3) Outside Directors. The Company has established the Personnel Advisory Committee to enhance the transparency, objectivity and timeliness in the nomination process of candidates for Directors. In response to consultation from the Chairman of the Board of Directors, the Personnel Advisory Committee discusses and makes recommendations on the candidates for Directors in accordance with the election criteria. Reflecting the Personnel Advisory Committee’s recommendations, the Board of Directors nominates the candidates for Directors. The Director candidates are as stated on pages 7 to 16. Candidate number Name 1 2 3 4 5 6 7 8 Mr. Fumio Tateishi Mr. Yoshihito Yamada Mr. Kiichiro Miyata Mr. Koji Nitto Mr. Satoshi Ando Mr. Takehiro Kamigama Ms. Izumi Kobayashi Mr. Yoshihisa Suzuki Current position in Tenure as the Company Director Chairman of the Board Representative Director Representative Director Director Director 16 years 11 years 5 years 8 years 5 years Outside Director 5 years Outside Director 2 years Outside Director — – 6 – Candidate number Name (Date of birth) Career summary, position in the Company, areas of responsibility, and significant concurrent positions Number of shares of the Company owned Mr. Fumio Tateishi (July 6, 1949) Reelection Tenure as Director: 16 years Attendance at the Board of Directors meetings during fiscal 2021: 13/13 times (100%) 1 Aug. 1975 Joined the Company June 1997 Appointed Director June 1999 Retired as Director, appointed Managing Executive Officer June 2001 Appointed Senior General Manager of Corporate Strategic Planning H.Q. June 2003 Appointed Executive Officer and Executive Vice President, and President of Industrial Automation Business Company June 2008 Appointed Director and Executive Vice Chairman June 2013 Appointed Chairman of the Board (to present) Areas of responsibility, etc., in the Company: Chairman of the Board of Directors Member of the CEO Selection Advisory Committee Mr. Fumio Tateishi serves as Chairman of the Board of Directors as Director not engaged in business execution, and in this role he manages the Board of Directors in an appropriate manner and supervises the corporate management properly, with an aim of realizing the long-term vision “SF2030” and the medium-term management plan “SF 1st Stage.” Mr. Tateishi actively comments as a member of the CEO Selection Advisory Committee to contribute to increasing transparency and fairness in the appointment of CEO. Furthermore, he possesses superior insight into sustainability and ESGs, and he actively makes proposals for dissemination of the corporate principles within the Group. Based on these factors, the Company believes that he is a suitable person for achieving sustained improvements in corporate value and therefore requests his reelection as a Director. 1,194,927 Notes: 1. There are no special interests between the Company and Mr. Fumio Tateishi. 2. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the reelection of Mr. Fumio Tateishi is approved, the Company plans to continue the aforementioned indemnity agreement. 3. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the reelection of Mr. Fumio Tateishi is approved, he shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during his term of office. – 7 – Candidate number Name (Date of birth) Career summary, position in the Company, areas of responsibility, and significant concurrent positions Number of shares of the Company owned 2 Mr. Yoshihito Yamada (November 30, 1961) Reelection Tenure as Director: 11 years Attendance at the Board of Directors meetings during fiscal 2021: 13/13 times (100%) April 1984 Joined the Company June 2008 Appointed Executive Officer, and President and CEO of OMRON HEALTHCARE Co., Ltd. March 2010 Appointed Senior General Manager of Corporate Strategic Planning H.Q. June 2010 Appointed Managing Executive Officer June 2011 Appointed President and CEO (to present) Areas of responsibility, etc., in the Company: President and CEO Mr. Yoshihito Yamada appropriately supervises the corporate management as Representative Director. By providing sufficient and adequate explanations on significant management issues at the Board of Directors, Mr. Yamada contributes to improve the decision-making function of the Board of Directors. Furthermore, Mr. Yamada leads the management and business execution as President and CEO, and spearheads the Company during a period of its turbulent business reforms in a society co-existing with COVID-19, while demonstrating effective leadership towards the realization of the long-term vision “SF2030” and the medium-term management plan “SF 1st Stage.” Based on these factors, the Company believes that he is a suitable person for achieving sustained improvements in corporate value and therefore requests his reelection as a Director. 55,162 Notes: 1. There are no special interests between the Company and Mr. Yoshihito Yamada. 2. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the reelection of Mr. Yoshihito Yamada is approved, the Company plans to continue the aforementioned indemnity agreement. 3. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the reelection of Mr. Yoshihito Yamada is approved, he shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during his term of office. 4. The number of shares of the Company owned above includes the real number of shares held in the name of the OMRON Officers’ Stock Ownership Plan (as of March 31, 2022). – 8 – Candidate number Name (Date of birth) Career summary, position in the Company, areas of responsibility, and significant concurrent positions Number of shares of the Company owned 3 Mr. Kiichiro Miyata (July 24, 1960) Reelection Tenure as Director: 5 years Attendance at the Board of Directors meetings during fiscal 2021: 13/13 times (100%) April 1985 Joined Tateisi Institute of Life Science, Inc. (currently OMRON HEALTHCARE, Co., Ltd) March 2010 Appointed President and CEO of OMRON HEALTHCARE Co., Ltd. (Retired in March 2015) June 2010 Appointed Executive Officer of the Company June 2012 Appointed Managing Executive Officer April 2015 Appointed Chief Technology Officer (CTO) (to present) Appointed Senior General Manager of Technology & Intellectual Property H.Q. April 2017 Appointed Senior Managing Director (to present) June 2017 Appointed Representative Director (to present) March 2018 Appointed Senior General Manager of Innovation Exploring Initiative HQ Areas of responsibility in the Company: Senior Managing Executive Officer CTO Member of the Personnel Advisory Committee Mr. Kiichiro Miyata appropriately supervises the corporate management as Representative Director based on a technical perspective. Mr. Miyata actively comments as a member of the Personnel Advisory Committee to contribute to increasing transparency and fairness in executive personnel matters. Having superior insight into new business creation and innovation, he currently serves as CTO to formulate and implement technology strategies from a management standpoint over the medium-to-long-term with an aim to realize the long-term vision “SF2030” and the medium-term management plan “SF 1st Stage.” Based on these factors, the Company believes that he is a suitable person for achieving sustained improvements in corporate value and therefore requests his reelection as a Director. 23,424 Notes: 1. There are no special interests between the Company and Mr. Kiichiro Miyata. 2. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the reelection of Mr. Kiichiro Miyata is approved, the Company plans to continue the aforementioned indemnity agreement. 3. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the reelection of Mr. Kiichiro Miyata is approved, he shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during his term of office. 4. The number of shares of the Company owned above includes the real number of shares held in the name of the OMRON Officers’ Stock Ownership Plan (as of March 31, 2022). – 9 – Candidate number Name (Date of birth) Career summary, position in the Company, areas of responsibility, and significant concurrent positions Number of shares of the Company owned Mr. Koji Nitto (February 1, 1961) Reelection Tenure as Director: 8 years Attendance at the Board of Directors meetings during fiscal 2021: 13/13 times (100%) 4 April 1983 Joined the Company March 2011 Appointed Senior General Manager of Global Resource Management H.Q. June 2011 Appointed Executive Officer March 2013 Concurrently appointed Senior General Manager of Global SCM and IT Innovation H.Q. April 2013 Appointed Managing Executive Officer March 2014 Appointed Senior General Manager of Global Strategy April 2014 Appointed Senior Managing Executive Officer (to H.Q. (to present) present) June 2014 Appointed Director (to present) April 2017 Appointed Chief Financial Officer (CFO) (to present) Areas of responsibility, etc., in the Company: Senior Managing Executive Officer CFO and Senior General Manager of Global Strategy H.Q. Member of the Compensation Advisory Committee Mr. Koji Nitto appropriately supervises the corporate management based on financial and strategic perspectives as Director. Mr. Nitto actively comments as a member of the Compensation Advisory Committee to contribute to increasing transparency and fairness of compensation of Directors. Having superior insight into finance and accounting, he currently serves as CFO and Senior General Manager of Global Strategy H.Q., Mr. Nitto to implement appropriate management for finance and strategy as a group by quickly adapting to changes in economic condition and business environment with an aim to realize the long-term vision “SF2030” and the medium-term management plan “SF 1st Stage.” Based on these factors, the Company believes that he is a suitable person for achieving sustained improvements in corporate value and therefore requests his reelection as a Director. 24,963 Notes: 1. There are no special interests between the Company and Mr. Koji Nitto. 2. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the reelection of Mr. Koji Nitto is approved, the Company plans to continue the aforementioned indemnity agreement. 3. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the reelection of Mr. Koji Nitto is approved, he shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during his term of office. 4. The number of shares of the Company owned above includes the real number of shares held in the name of the OMRON Officers’ Stock Ownership Plan (as of March 31, 2022). – 10 – Candidate number Name (Date of birth) Career summary, position in the Company, areas of responsibility, and significant concurrent positions Number of shares of the Company owned 5 Mr. Satoshi Ando (January 27, 1955) Reelection Tenure as Director: 5 years Attendance at the Board of Directors meetings during fiscal 2021: 13/13 times (100%) April 1977 Joined The Bank of Tokyo, Ltd. (currently MUFG Bank, Ltd.) July 2003 Appointed Branch Manager of Jakarta Branch of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (Left the bank in June 2007) June 2007 Appointed Audit & Supervisory Board Member (Independent) of the Company June 2011 Appointed Executive Officer and Senior General Manager of Investor Relations H.Q. March 2015 Appointed Senior General Manager of Global Investor Relations & Corporate Communications H.Q. April 2015 Appointed Managing Executive Officer June 2017 Appointed Director (to present) Areas of responsibility, etc., in the Company: Vice Chairman of the CEO Selection Advisory Committee Vice Chairman of the Personnel Advisory Committee Vice Chairman of the Compensation Advisory Committee Mr. Satoshi Ando appropriately supervises the corporate management as full-time Director not engaged in business execution, with an aim to realize the long-term vision “SF2030” and the medium-term management plan “SF 1st Stage.” Mr. Ando possesses superior insight into sustainability, ESG, finance, accounting, compliance and internal control, and actively comments as Vice Chairman of the CEO Selection Advisory Committee, Personnel Advisory Committee and Compensation Advisory Committee to contribute to increasing transparency and fairness in executive personnel matters, including the appointment of CEO, and compensation of Directors. Based on these factors, the Company believes that he is a suitable person for achieving sustained improvements in corporate value and therefore requests his reelection as a Director. 24,329 Notes: 1. There are no special interests between the Company and Mr. Satoshi Ando. 2. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the reelection of Mr. Satoshi Ando is approved, the Company plans to continue the aforementioned indemnity agreement. 3. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the reelection of Mr. Satoshi Ando is approved, he shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during his term of office. 4. The number of shares of the Company owned above includes the real number of shares held in the name of the OMRON Officers’ Stock Ownership Plan (as of March 31, 2022). – 11 – Candidate number Name (Date of birth) Career summary, position in the Company, areas of responsibility, and significant concurrent positions Number of shares of the Company owned 6 0 Mr. Takehiro Kamigama (January 12, 1958) Reelection Tenure as Director: 5 years Attendance at the Board of Directors meetings during fiscal 2021: 13/13 times (100%) Number of listed companies including OMRON where he concurrently serves as an officer with business execution 0 without business execution 4 April 1981 Joined TDK Corporation June 2002 Appointed Corporate Officer of TDK Corporation June 2003 Appointed Senior Vice President of TDK Corporation June 2004 Appointed Director & Executive Vice President of TDK June 2006 Appointed President & Representative Director of TDK June 2016 Appointed Chairman & Representative Director of TDK June 2017 Appointed Outside Director of the Company (to present) June 2018 Appointed Mission Executive of TDK Corporation July 2021 Appointed Chief Consultant, Contemporary Amperex Technology Japan KK (to present) Corporation Corporation Corporation Areas of responsibility, etc., in the Company: Chairman of the Compensation Advisory Committee Vice Chairman of the Corporate Governance Committee Member of the CEO Selection Advisory Committee Member of the Personnel Advisory Committee Significant concurrent positions: Chief Consultant of Contemporary Amperex Technology Japan KK Outside Director of Yamaha Motor Co., Ltd. External Director of SoftBank Corp. Outside Director of the Board of KOKUYO Co., Ltd. Having served in management positions at a global company, Mr. Takehiro Kamigama has a considerable track record of management achievements and superior insight into innovation and technology, and appropriately supervises corporate management as an Outside Director with an aim of realizing the long-term vision “SF2030” and the medium-term management plan “SF 1st Stage.” In addition, Mr. Kamigama shares his experience and insight as management expert, and actively comments as Chairman of the Compensation Advisory Committee, Vice Chairman of the Corporate Governance Committee, and as a member of the CEO Selection Advisory Committee and Personnel Advisory Committee to contribute to increasing transparency and fairness in the management of the Company. Based on these factors, the Company expects that he will be a suitable person for supervising management for sustained improvements in corporate value and therefore requests his reelection as an Outside Director. Notes: 1. There are no special interests between the Company and Mr. Takehiro Kamigama. 2. Mr. Takehiro Kamigama is currently an Outside Director of the Company, and the Company has provided notification as an Independent Officer to Tokyo Stock Exchange, Inc. If Mr. Kamigama’s reelection is approved, the Company plans to provide notification as an Independent Officer to Tokyo Stock Exchange, Inc. Details of “The Company’s policy regarding the independence of Outside Executives” are described on pages 21 to 22. 3. The Company has established a provision in its Articles of Incorporation for limited liability agreements with Outside Directors and Outside Audit & Supervisory Board Members (Independent) with the approval of shareholders, to ensure that they can adequately fulfill their expected roles. Accordingly, the Company has formed a limited liability agreement with Outside Directors and Audit & Supervisory Board Members (Independent) that sets the amount of their liability at either JPY 10 million or the minimum liability amount prescribed in Article 425-1 of the Companies Act, whichever is higher. If Mr. Takehiro Kamigama’s reelection is approved, the Company plans to continue the aforementioned limited liability agreement. 4. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the reelection of Mr. Takehiro Kamigama is approved, the Company plans to continue the aforementioned indemnity agreement. 5. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured – 12 – assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the reelection of Mr. Takehiro Kamigama is approved, he shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during his term of office. – 13 – Candidate number Name (Date of birth) Career summary, position in the Company, areas of responsibility, and significant concurrent positions Number of shares of the Company owned 7 692 Ms. Izumi Kobayashi (January 18, 1959) Reelection Tenure as Director: 2 years Attendance at the Board of Directors meetings during fiscal 2021: 13/13 times (100%) Number of listed companies including OMRON where she concurrently serves as an officer: with business execution 0 without business execution 4 April 1981 Joined Mitsubishi Chemical Industries Limited (currently Mitsubishi Chemical Corporation) June 1985 Joined Merrill Lynch Futures Japan Inc. Dec. 2001 Appointed President and Representative Director of Merrill Lynch Japan Securities Co., Ltd. Nov. 2008 Appointed Executive Vice President of Multilateral Investment Guarantee Agency, The World Bank Group April 2015 Appointed Vice Chairperson of Japan Association of Corporate Executives June 2016 Appointed Governor of Japan Broadcasting Corporation June 2020 Appointed Outside Director of the Company (to present) Areas of responsibility, etc., in the Company: Chairman of the Personnel Advisory Committee Member of the CEO Selection Advisory Committee Member of the Compensation Advisory Committee Member of the Corporate Governance Committee Significant concurrent positions: Outside Director of ANA HOLDINGS INC. External Director of Mitsui & Co., Ltd. Outside Director of Mizuho Financial Group, Inc. Ms. Izumi Kobayashi has abundant experience and international insight cultivated through her service as a representative for private financial institutions and an international development financial institution. Furthermore, she has expertise in sustainability and ESG, and appropriately supervises corporate management as an Outside Director with an aim of realizing the long-term vision “SF2030” and the medium-term management plan “SF 1st Stage.” In addition, Ms. Kobayashi shares her experience and insight as management expert, and actively comments as Chairman of the Personnel Advisory Committee, and as a member of the CEO Selection Advisory Committee, Compensation Advisory Committee and Corporate Governance Committee to contribute to increasing transparency and fairness in the management of the Company. Based on these factors, the Company expects that she will be a suitable person for supervising management for sustained improvements in corporate value and therefore requests her reelection as an Outside Director. Notes: 1. There are no special interests between the Company and Ms. Izumi Kobayashi. 2. Ms. Izumi Kobayashi is currently an Outside Director of the Company, and the Company has provided notification as an Independent Officer to Tokyo Stock Exchange, Inc. If Ms. Kobayashi’s reelection is approved, the Company plans to provide notification as an Independent Officer to Tokyo Stock Exchange, Inc. Details of “The Company’s policy regarding the independence of Outside Executives” are described on pages 21 to 22. 3. The Company has established a provision in its Articles of Incorporation for limited liability agreements with Outside Directors and Audit & Supervisory Board Members (Independent) with the approval of shareholders, to ensure that they can adequately fulfill their expected roles. Accordingly, the Company has formed a limited liability agreement with Outside Directors and Outside Audit & Supervisory Board Members (Independent) that sets the amount of their liability at either JPY 10 million or the minimum liability amount prescribed in Article 425-1 of the Companies Act, whichever is higher. If Ms. Izumi Kobayashi’s reelection is approved, the Company plans to continue the aforementioned limited liability agreement. 4. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the reelection of Ms. Izumi Kobayashi is approved, the Company plans to continue the aforementioned indemnity agreement. 5. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the reelection of Ms. Izumi Kobayashi is approved, she shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during her term of office. – 14 – 6. Mizuho Financial Group Inc., at which Ms. Izumi Kobayashi serves as Outside Director, received a business improvement order from the Financial Services Agency in November 2021 on account of eight system failures that occurred in the system of its subsidiary, Mizuho Bank, Ltd., from February to September 2021. Ms. Kobayashi had already been making appropriate proposals prior to the incident regarding group governance, risk management and compliance with laws and regulations at the said company’s Board of Directors meetings and other meetings. Even after the facts above occurred, she gave suggestions regarding measures to prevent recurrence in the future as a member of the said company’s System Failure Special Investigative Committee, gave reports on the investigation details, etc. to the Board of Directors and made efforts to strengthen supervision functions, thereby fulfilling her duties. 7. The number of shares of the Company owned above includes the real number of shares held in the name of the OMRON Officers’ Stock Ownership Plan (as of March 31, 2022). – 15 – Candidate number Name (Date of birth) Career summary, position in the Company, areas of responsibility, and significant concurrent positions Number of shares of the Company owned 8 Mr. Yoshihisa Suzuki (June 21, 1955) New election Number of listed companies including OMRON where he concurrently serves as an officer: with business execution 0 without business execution 2 April 1979 Joined ITOCHU Corporation June 2003 Appointed Executive Officer of ITOCHU Corporation April 2006 Appointed Managing Executive Officer of ITOCHU April 2007 Appointed President (CEO) of ITOCHU International Corporation Inc. June 2012 Appointed President and Representative Director of JAMCO CORPORATION June 2016 Appointed Representative Director and Senior Managing Executive Officer of ITOCHU Corporation April 2018 Appointed President & Chief Operating Officer of ITOCHU Corporation April 2020 Appointed President & Chief Operating Officer and CDO・CIO of ITOCHU Corporation April 2021 Appointed Member of the Board and Vice Chairman of April 2022 Appointed Vice Chairman of ITOCHU Corporation (to ITOCHU Corporation present) Significant concurrent positions: Vice Chairman of ITOCHU Corporation Outside Director of the Board of Kyowa Kirin Co., Ltd. Mr. Yoshihisa Suzuki has served in management positions at a global general trading company, and he has a considerable track record of international management achievements and superior insight into innovation and technology necessary for the realization of the long-term vision “SF2030” and the medium-term management plan “SF 1st Stage.” Based on these factors, the Company expects that he will be a suitable person for supervising management for sustained improvements in corporate value and therefore requests his election as an Outside Director. 1,000 Notes: 1. Mr. Yoshihisa Suzuki currently serves as Vice Chairman of ITOCHU Corporation. While the OMRON Group has a business relationship with the ITOCHU Group including sales of products, such transactions in fiscal 2021 accounted for less than 1% of the consolidated net sales of the OMRON Group and those of the ITOCHU Group. Therefore there is nothing questionable regarding the independence of Mr. Suzuki, and there are no special interests between Mr. Suzuki and the Company. 2. Mr. Yoshihisa Suzuki is a candidate for Outside Director, and he meets the conditions of an Independent Officer as defined by Tokyo Stock Exchange, Inc. If Mr. Suzuki’s election is approved, the Company plans to provide notification as an Independent Officer to Tokyo Stock Exchange, Inc. Details of “The Company’s policy regarding the independence of Outside Executives” are described on pages 21 to 22 3. The Company has established a provision in its Articles of Incorporation for limited liability agreements with Outside Directors and Audit & Supervisory Board Members (Independent) with the approval of shareholders, to ensure that they can adequately fulfill their expected roles. Accordingly, the Company has formed a limited liability agreement with Outside Directors and Audit & Supervisory Board Members (Independent) that sets the amount of their liability at either JPY 10 million or the minimum liability amount prescribed in Article 425-1 of the Companies Act, whichever is higher. If Mr. Yoshihisa Suzuki’s election is approved, the Company plans to conclude the aforementioned limited liability agreement. 4. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the election of Mr. Yoshihisa Suzuki is approved, the Company plans to conclude the aforementioned indemnity agreement. 5. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the election of Mr. Yoshihisa Suzuki is approved, he shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during his term of office. – 16 – No. 4: Election of One (1) Alternate Audit & Supervisory Board Member The term of office of the currently appointed Alternate Audit & Supervisory Board Member will expire at the opening of this Ordinary General Meeting of Shareholders. To ensure that the Company will not lack the number of Audit & Supervisory Board Members stipulated by laws and regulations, the Company requests the election of one (1) Alternate Audit & Supervisory Board Member as an Alternate Audit & Supervisory Board Member (Independent). This Alternate Audit & Supervisory Board Member shall be appointed only if the Company lacks the number of Audit & Supervisory Board Members (Independent) stipulated by laws and regulations, and shall serve the remaining term of his predecessor. The Company has obtained the consent of the Audit & Supervisory Board regarding this proposal. The Company has established the Personnel Advisory Committee to enhance the transparency, objectivity and timeliness in the nomination process of candidates for Audit & Supervisory Board Members. In response to consultation from the Chairman of the Board, who has been entrusted by the Audit & Supervisory Board, the Personnel Advisory Committee discusses and makes recommendations on the candidates for Audit & Supervisory Board Members in accordance with the election criteria. Reflecting the Personnel Advisory Committee’s recommendations, and with the consent of the Audit & Supervisory Board, the Board of Directors nominates the candidates for Audit & Supervisory Board Member. The same procedure applies for Alternate Audit & Supervisory Members. The Alternate Audit & Supervisory Board Member candidate is as follows. Name (Date of birth) Mr. Toru Watanabe (February 2, 1966) Number of shares of the Company owned 0 Career summary and significant concurrent positions April 1993 Registered as attorney with the Osaka Bar Association; joined Kitahama Partners (currently Kitahama Partners – Foreign Law Joint Enterprise) Jan. 1998 Appointed partner of Kitahama Partners (to present) Jan. 2020 Appointed Representative Partner of Kitahama Partners (to present) Significant concurrent positions: Partner of Kitahama Partners – Foreign Law Joint Enterprise, Attorney at Law and Representative Partner of Kitahama Partners Outside Director of SHOBIDO Corporation Outside Audit & Supervisory Board Member of AOYAMA TRADING Co., Ltd. Outside Director of O-WELL CORPORATION Mr. Toru Watanabe is an attorney specializing in primarily in the Companies Act and corporate legal affairs. The Company expects Mr. Watanabe to reflect his legal expertise in the auditing of the Company and requests his election as an Alternate Audit & Supervisory Board Member (Independent). He has not been involved directly in corporate management other than acting as an Outside Director or an Audit & Supervisory Board Member (Independent), but for the reasons stated above, the Company believes that he can adequately fulfill the duties of an Audit & Supervisory Board Member (Independent). Notes: 1. There are no special interests between the Company and Mr. Toru Watanabe. 2. Mr. Toru Watanabe is an Alternate Audit & Supervisory Board Member (Independent) candidate, and meets the conditions of an Independent Officer as defined by Tokyo Stock Exchange, Inc. If Mr. Watanabe is appointed as an Audit & Supervisory Board Member (Independent), the Company plans to provide notification as an Independent Officer to Tokyo Stock Exchange, Inc. Details of “The Company’s policy regarding the independence of Outside Executives” are described on pages 21 to 22. 3. The Company has established a provision in its Articles of Incorporation for limited liability agreements with Outside Directors and Audit & Supervisory Board Members (Independent) with the approval of shareholders, to ensure that they can adequately fulfill their expected roles. Accordingly, the Company has formed a limited liability agreement with Outside Directors and Audit & Supervisory Board Members (Independent) that sets the amount of their liability at either JPY 10 million or the minimum liability amount prescribed in Article 425-1 of – 17 – the Companies Act, whichever is higher. If Mr. Toru Watanabe is elected as Audit & Supervisory Board Member (Independent), the Company plans to conclude the aforementioned limited liability agreement. 4. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If Mr. Toru Watanabe is elected as Audit & Supervisory Board Member (Independent), the Company plans to conclude the aforementioned indemnity agreement. 5. In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If Mr. Toru Watanabe is elected as Audit & Supervisory Board Member (Independent), he shall be insured under the said insurance contract. – 18 – (Reference) Policy regarding Composition of the Board of Directors In order to strengthen the supervision function of the Board of Directors, at the Company, management oversight and business execution are kept separate, and a majority of the Board of Directors shall consist of Directors who are not involved with business execution. In addition, at least one-third of the Board of Directors shall consist of Outside Directors. Regarding Outside Directors and Audit & Supervisory Board Members (Independent), from the perspective of ensuring their independence, they are elected in accordance with the Company’s “Independence Requirements for Outside Executives.” Based on the above, regarding Directors and Audit & Supervisory Board Members who make up the members of the Board of Directors, the Company shall select human resources who possess experience, specialized knowledge and insights necessary for the realization of the management vision, thereby ensuring sufficient diversity in the Board of Directors. Composition of the Board of Directors If Proposal No. 3 is approved as originally proposed, the composition of the Board of Directors will be as follows. – 19 – Main areas of expertise and specialization of Directors and Audit & Supervisory Board Members If Proposal No. 3 is approved as originally proposed, the main areas of expertise and specialization of Directors and Audit & Supervisory Board Members will be as follows. – 20 – The Company’s policy regarding the independence of Outside Executives • The Company makes it a rule to elect and appoint Outside Executive nominees following resolutions by the Board of Directors, based on the consultation to, deliberation by and reporting from the Personnel Advisory Committee chaired by an Outside Director, in accordance with the independence requirements stated in the Company’s own “Independence Requirements for Outside Executives (see Note)” in addition to the requirements under the Companies Act. • With regard to making all Outside Executives Independent Officers, the matter was resolved at a meeting of the Board of Directors. This decision followed consultation with the Corporate Governance Committee, composed of Outside Executives, with a view to ensuring that the Company’s own “Independence Requirements for Outside Executives” are appropriate criteria for judging the independence of Outside Executives. (Note) “Independence Requirements for Outside Executives” (revised on December 25, 2014) In selecting new Outside Executive nominees, the Company has set the following independence requirements to define relations between the OMRON Group and the nominees as well as companies or organizations to which they belong. Outside Executives shall maintain the following independence requirements after appointment as well, and if there is an appointment to a principal position, independence shall be reviewed based on these independence requirements by the Personnel Advisory Committee. 1. Nominees for Outside Executives shall not be Directors (excluding Outside Directors), Audit & Supervisory Board Members (excluding Audit & Supervisory Board Members (Independent), Executive Officers or employees of the OMRON Group (see Note) and they shall not have been Directors (excluding Outside Directors), Audit & Supervisory Board Members (excluding Audit & Supervisory Board Members (Independent)), Executive Officers or employees of the OMRON Group in the past. 2. They shall not have been large shareholders of the OMRON Group (*), or Directors, Audit & Supervisory Board Members, Executive Officers or employees of a company in which the OMRON Group is a large shareholder in any of the past five fiscal years. (*) A large shareholder refers to a company, etc. with a shareholding ratio exceeding 10% of total voting rights. 3. They shall not be Directors, Audit & Supervisory Board Members, Executive Officers or employees at significant transaction partners (*) of the OMRON Group. (*) A significant transaction partner refers to a company whose payments or received transaction amount in business with the OMRON Group in the previous fiscal year and the past three fiscal years represent more than 2% of the consolidated net sales of the Group or the transaction partner (including its parent company and significant subsidiaries). 4. They shall not be Directors, Audit & Supervisory Board Members, Executive Officers or employees of a corporation, organization, etc. receiving large donations (*) from the OMRON Group. (*) Large donations refer to donations of JPY 10 million per year or donations that represent more than 2% of the consolidated net sales or total income of the donation recipient, whichever amount is larger, based on the average for the past three fiscal years. 5. Companies or organizations to which the nominee belongs must not have appointed designated Directors, Audit & Supervisory Board Members, or Executive Officers to the OMRON Group or vice versa. 6. They shall not have been representative partners, staff members, partners or employees at the Accounting Auditors serving the OMRON Group in any of the past five fiscal years. 7. They shall not be legal specialists, certified public accountants, consultants, etc., that receive large amounts of money (*) or other assets from the OMRON Group besides compensation of Directors or Audit & Supervisory Board Members. (*) Large amounts of money refer to JPY 10 million per year in the cases of an individual or an amount that represents more than 2% of the consolidated net sales in the case of an organization based on the average for the past three fiscal years. 8. They shall not be a spouse, family member within the second degree of relationship, family member that lives in the same residence, or a dependent of any of the following parties. (1) Directors, Audit & Supervisory Board Members, Executive Officers or principal employees (*) of the OMRON Group (2) Parties that were Directors, Audit & Supervisory Board Members, Executive Officers or principal employees of the OMRON Group in any of the past five fiscal years – 21 – (3) Parties that are restricted from appointment based on items 2. through 7. above (*) Principal employees refer to employees at the Senior General Manager level or above. 9. In addition, there shall be nothing questionable regarding the independence in performing duties as an Outside Executive. Note: The above term ‘OMRON Group’ means OMRON Corporation and its subsidiaries. – 22 – Business Report (Consolidated) (April 1, 2021 to March 31, 2022) 1. Current State of the OMRON Group (1) Consolidated Results General Overview The business environment surrounding the OMRON Group during the fiscal year ended March 31, 2022 experienced ongoing strong demand overall from the digital industry, mainly in Greater China, Asia and the Americas. At the same time, investments related to carbon-neutral and plastic-free products expanded against the backdrop of social demands to protect the global environment. Further, the COVID-19 pandemic led to increased demand for home medical equipment as consumers gained a new appreciation of the importance of preventing serious chronic diseases. On the other hand, the fiscal year was one of continued uncertainty due to a variety of factors such as the emergence of extended supply chain disruptions beginning in the second quarter, the situation in Russia and Ukraine, and the Shanghai lockdowns in the fourth quarter. Amid this business environment, the Industrial Automation Business continued to build on the ability to propose solutions, securing parts and responding to increased production to meet strong demand in response to capital investment in semiconductors, electric vehicles, secondary batteries, and food packaging machinery. As global demand for blood pressure monitors increased, our Healthcare Business responded by strengthening promotions through our retail pharmacy and online channels, securing components, and improving logistics. As a result, net sales increased significantly year on year. Gross profit margin remained almost unchanged from the previous year, despite the impact of soaring material and logistics costs, due to efforts to reduce variable costs and improve production efficiency, as well as the results of profit structure reforms implemented to date. Our strong earnings structure generated a multiplicative effect on net sales, leading not only to a significant increase in operating income year on year, but also to a record high. Net sales Gross profit margin Operating income Net income attributable to shareholders JPY 762,900 million, 16.4 percent increase year on year 45.5 percent, 0.1 point decrease year on year JPY 89,300 million, 43.0 percent increase year on year JPY 61,400 million, 41.8 percent increase year on year Average exchange rates for fiscal 2021: USD 1 = JPY 112.1 EUR 1 = JPY 130.5 CNY 1 = JPY 17.4 The average exchange rates for the fiscal year ended March 31, 2022 were USD 1 = JPY 112.1 (6.2 yen less than the previous fiscal year), EUR 1 = JPY 130.5 (7.3 yen less than the previous fiscal year) and CNY 1 = JPY 17.4 (1.9 yen less than the previous fiscal year). – 23 – Overview by division Sales by Division (Consolidated) (OMRON Group) Division Amount (JPY millions) Share of total (%) Year-on-year comparison (%) 24.9 increase 7.9 increase 8.3 decrease 23.7 increase 23.4 decrease 57 17 11 14 1 100 Industrial Automation Business Healthcare Business Social Systems, Solutions and Service Business Device & Module Solutions Business Eliminations & Corporate Total divisions. 432,600 132,900 87,700 106,400 3,300 762,900 Notes: 1. “Eliminations & Corporate” includes the figures of subsidiaries and affiliates outside the scope of the above 2. In connection with the start of our long-term vision in April 2022, the name of Electronic and Mechanical Components Business changed to Device and Module Solutions Business. – 24 – Results by Business Segment IAB: Industrial Automation Business Outline of business With the vision to “bring innovation to manufacturing by automation, to enrich lives of people all over the world,” the Industrial Automation Business leverages OMRON technologies to create innovations in manufacturing with a focus on automation. These innovations contribute to productivity advancements in the world’s manufacturing industry. Setting our unique “innovative -Automation”* concept, our aim is to enrich the lives of people around the world by generating/making manufacturing innovations through our technologies and solutions based on the widest range of control devices in the industrial market. *“innovative-Automation” “innovative-Automation” is the OMRON concept to introduce innovations to manufacturing. “innovative-Automation” consists of three “i”s representing evolutions in automation that bring dramatic advancements to the production floor and high added value to manufacturing processes. “integrated”: Evolution in control technologies allowing any operator of any experience the ability to perform work efficiently. “intelligent”: Using a broad range of control devices and AI connected through ICT to introduce self-learning and self-maintenance in production machinery for ever-evolving equipment and production lines. “interactive”: Machines in the workplace anticipate and assist human movement, introducing a new harmony between human and machine. Major products/services Programmable controllers, motion controllers, sensing devices, industrial camera/code reader devices, inspection systems, safety devices and industrial robots Demand for capital investment rose in the manufacturing industry in all areas of the globe. Demand for secondary batteries and semiconductor-related capital investment in the digital industry expanded, particularly in Greater China, Asia, and the Americas, and demand among Japanese equipment manufacturers also increased. At the same time, demand for capital investment related to electric vehicles continued to increase in the automobile industry. The food and daily goods industry experienced firm demand, mainly for packaging equipment. We accurately captured these rising demands through solution proposal-based sales, which we have strengthened over time, while also engaging in production increases, etc. As a result, net sales grew significantly year on year, reaching a record high. Operating income increased significantly year on year, reaching a record high, mainly due to the large increase in sales. As a result, net sales for the fiscal year totaled JPY 432,600 million, an increase of 24.9 percent compared with the previous fiscal year, and operating income totaled JPY 78,100 million, an increase of 32.8 percent compared with the previous fiscal year. HCB: Healthcare Business Outline of business The mission of our Healthcare Business is “To help realize healthy and comfortable lives for people around the world.” By living up to this mission, we have developed healthcare products and services with a focus on usability and accuracy of readings. This is intended to allow anyone to take measurements easily and correctly, with accuracy that ensures reliability for medical use. In terms of products, OMRON sells devices that have achieved certification for medical use in various countries, including blood pressure monitors, digital thermometers, and nebulizers (devices that deliver asthma medication through inhalation by patients), in more than 110 countries across the world. In terms of services, OMRON is promoting the provision of telemedicine services from major countries, which is a service where doctors can remotely monitor patients and provide prescription and treatment support. Major products/services Digital

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