Lasertec : Corporate Governance Report

This is a translation of the Japanese text submitted to the Tokyo Stock Exchange and is provided for reference purposes only.

Corporate Governance Report

Last updated on September 29, 2021

Lasertec Corporation

Osamu Okabayashi

Representative Director & President

Contact:

Shu Uchiyama

Managing Director & Chief Administrative Officer Tel. [phone]

Securities Code 6920 https://www.lasertec.co.jp/en/

The status of our corporate governance is as follows:

1. Basic views on corporate governance, capital structure, corporate attributes, and other basic information

1. Basic views

Our corporate philosophy since foundation is "Create unique solutions. Create new value." We are striving to increase our enterprise value in the mid to long term by establishing a solid relationship with customers globally and continuously developing advanced products that contribute to the progress of society. We recognize that the efforts to enhance corporate governance are essential to meet the expectations of shareholders and all other stakeholders since higher transparency, soundness, and efficiency in management will help us achieve more competitive edge and, ultimately, sustainable growth.

[Reason for not being compliant with any of the principles of Corporate Governance Code]

Our corporate pension plan is a defined-benefit plan, and the management of our pension fund is contracted out to outside asset management companies. We have put in place an asset management policy and entrusted the management of the fund to the outside companies in accordance with this policy, while our own staff are tasked to check the market value of the fund periodically.

We will enhance the skills of our staff by having them attend various training programs and monitor the status of fund management regularly to maintain an appropriate fund management environment. In this manner, we will enable our corporate pension fund to play the role expected of asset owners.

The President engages in the training of his own successor and the successors of other top executives through daily business discussions with Executive Directors. Each Executive Director reports the status of his activities in Management Meeting and the Board of Directors meetings, answers questions from other Directors, including Outside Directors, and from Audit & Supervisory Board Members, and participates in discussions. We believe this serves as a type of

successor training, and the Board of Directors is fulfilling its supervisory role over successor training in this manner.

[Disclosure pursuant to the principles of Corporate Governance Code]

Cross-shareholdings>

We decide on shareholding in a listed company's stock after weighing its overall merits in light of business strategy, trade relationship and others. We do not engage in a so-called "cross- shareholding" unless it is beneficial for increasing our enterprise value in the mid to long term. The Board of Directors will annually review the purpose and cost effectiveness of each cross- shareholding to judge whether it is appropriate to continue the cross-shareholding.

We also see the exercise of our voting rights to a cross-shareholding stock as an important tool to increase the enterprise value of the subject company. We carefully review all the proposals at the shareholder meeting and exercise our voting rights in a way that leads to an increase in the subject company's enterprise value and shareholder returns in the mid to long term.

We stipulate in our rules concerning the Board of Directors that a Director's engagement in a transaction that competes or conflicts with the Company's interests is a matter requiring approval by the Board of Directors. A Director who has engaged in a transaction that competes with the Company's interests or who has engaged in a transaction with the Company or its group company must report material facts about the transaction to the Board of Directors promptly.

If the Company engages in a significant or extraordinary transaction with a major shareholder, it will be subject to approval by the Board of Directors.

1. Company objectives (e.g., business principles), business strategies and business plans

Information about our corporate philosophy, mission, vision, and business strategies is available on our website at the following links:

Corporate philosophy:https://www.lasertec.co.jp/en/company/philosophy.html

More Information (Corporate strategy):https://www.lasertec.co.jp/en/ir/individuals/

1. Basic views and guidelines on corporate governance based on each of the principles of the Code
   Our basic views on corporate governance are described in our website at the following link: Governance: https://www.lasertec.co.jp/en/sustainability/governance.html
2. Board policies and procedures in determining the remuneration of the senior management and Directors

As of July 1, 2021, we revised our compensation scheme for Directors in accordance with the Board of Directors resolution dated June 28, 2021. The main difference from the old compensation scheme is the introduction of non-monetary compensation in the form of restricted stock.

(a) Basic policy

Our basic policy on the remuneration of Directors is to have a compensation scheme that gives Directors a strong incentive to achieve sustainable growth and higher enterprise value in line with shareholder interests and to set the compensation of individual Directors properly for their responsibilities. Specifically, the compensation consists of monthly fixed pay as well as

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performance-based bonus and stock compensation, each of which is determined independently by its own standard. Outside Directors are paid only fixed compensation because of their independence from business execution.

1. Policy on determination of basic compensation of individual Directors (including the timing and conditions of compensation payment)
   We pay the basic compensation of Directors as monthly fixed pay and set its amount to fit each Director's position and responsibilities after taking into consideration social trends, business environment, executive pay at comparable companies in the industry, and other factors. We set the weight of basic compensation for each Director to suit his/her position and responsibilities after taking our unique situation and industry practice into consideration.
2. Policy on determination of performance-based compensation, non-monetary compensation and others as well as determination of their value or quantities (including the timing and conditions of compensation payment)
   We pay the performance-based bonus of Directors based on the Company's overall performance and the evaluation of each Director's contribution in order to give Directors strong motivation to achieve good performance and higher enterprise value. The primary metric we use to measure our performance is ordinary profit, which we believe reflects the performance of current operation, and we refer to the growth rate of ordinary profit and the level of achievement of our goals. We start by setting the compensation of each Director based on his/her position and responsibilities and then make an adjustment after reviewing each Director's contribution to the Company's performance. We set the weight of performance-based bonus for each Director to suit his/her position and responsibilities after taking our unique situation and industry practice into consideration. The non-monetary compensation of Directors will be granted in the form of restricted stock. We grant each Director the same number of shares of restricted stock uniformly to have all Directors share the common interest with shareholders and give them an incentive to achieve higher enterprise value. The value of grant will be determined each year based on the total compensation of the President in the preceding year. We set forth the standard of restricted stock grant after taking our unique situation and industry practice into consideration.
   The bonus payment and non-monetary compensation granted in the form of restricted stock will be made at a fixed time of the year every year.
3. Policy on determination of the weight of monetary compensation, performance-based compensation and non-monetary compensation for each Director
   The Nomination and Compensation Committee deliberates over the value of compensation and the weight of each type of compensation using the examples of other companies of comparable size in the same industry or doing a similar business as a benchmark. The Board of Directors (and the President, to whom the Board delegates the authority to decide on item (e) below) honors the recommendation of the Nomination and Compensation Committee and decides on the compensation of each Director based on the weight of each type of compensation as recommended by the Committee.
4. Matters related to determination of individual compensation for each Director

The President has the delegated authority to decide on a part of the specific compensation of each Director in accordance with resolutions by the Board of Directors. His authority is limited to the determination of the amount of basic compensation for each Director and the weight of bonus, which is determined based on the performance of business in his/her area of responsibility. The Board of Directors asks the Nomination and Compensation Committee to make a recommendation to ensure that the President exercises his delegated authority properly, and the President must make a decision in accordance with the recommendation.

Because of the adoption of this basic policy, we will terminate the grant of stock options.

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1. Board policies and procedures in the appointment of senior management and the nomination of Director candidates and Audit & Supervisory Board Member candidates

Our policy on the appointment of Directors and Audit & Supervisory Board Members is that we carefully review candidates' personality, acumen and other traits without regard to their gender, age or nationality, and choose the right people who are capable of fulfilling the duties and responsibilities. Under this policy, the President proposes nominees to the Board of Directors, with the consent of Audit & Supervisory Board in the case of nominees for Audit & Supervisory Board Members, and the Board resolves on the proposal.

If a Director or Audit & Supervisory Board Member is found incapable of fulfilling the duties and responsibilities, the dismissal of the Director or Audit & Supervisory Board Member will be proposed at the Board of Directors meeting. Once the Board resolves on the dismissal, it will be proposed for approval at the General Meeting of Shareholders.

The appointment and dismissal of General Manager and higher ranks are subject to approval by the Board of Directors.

1. Explanation with respect to the Board's individual appointment or dismissal of senior management and/or the nomination of each Director or Audit & Supervisory Board Member candidate

The reason for the nomination of each Director or Audit & Supervisory Board Member candidate or for the dismissal of a Director or Audit & Supervisory Board Member is explained in "Reference Documents for General Meeting of Shareholders."

Our rules concerning the Board of Directors provide a list of matters that are subject to approval by the Board. These matters must be approved by the Board either because it is required by law or because it is appropriate to do so for their significance, nature or any other reason even though it is not explicitly required by law. We make decisions about these matters at the Board of Directors meetings.

The execution of duties other than the matters mentioned in the preceding paragraph is delegated to individual Directors and others. The Board of Directors supervises the execution of such duties by the Directors and others.

We judge independence based on the following criteria when nominating a candidate for Outside Director:

(1) Relationship with Lasertec Corporation:

The candidate is not serving or has no history of serving as an executive (executive director or employee) of Lasertec or its affiliates in the last 10 years;

(2) Relationship with major shareholder:

The candidate is not a major shareholder owning 10% or more voting shares (or, if the major shareholder is a company, not an executive of it);

(3) Relationship with major trading partner:

The candidate is not an executive of a major trading partner of Lasertec or any of those listed below and has no history of serving as an executive of a major trading partner of Lasertec or any of those listed below in the last 10 years.

• A major trading partner of Lasertec: a company with whom we recorded a volume of trade worth 5% or more of our consolidated sales in each of the last 3 years.
• A company whose major trading partner is Lasertec: a company whose trading volume with Lasertec is worth 5% or more of its consolidated sales in each of the last 3 years.

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• A major creditor of Lasertec: a financial institution whose average annual lending to Lasertec is more than 2% of our total asset.

(4) Relationship with professional service provider (attorney, CPA, consultant, etc.):

The candidate is not an attorney, certified public accountant, consultant or any other professional who earns 10 million yen or more from us annually as monetary or any other compensation, except for the compensation for serving as a member of the Board of Lasertec.

(5) Relationship with financial auditor:

The candidate is not a representative partner or partner of our financial auditor.

(6) Relationship with organization receiving donation or assistance from us:

The candidate is not an officer or employee of an organization that receives more than 10 million yen from us annually in donation or assistance.

(7) Kinship

The candidate is not a spouse or a relative within the second degree of kinship of an executive (excluding an insignificant one) of Lasertec or its affiliates.

We maintain well-balanced composition and diversity in the Board of Directors by having Directors with different professional knowledge and experience on the Board. At the General Meeting of Shareholders in September 2021, the maximum number of the members of the Board of Directors stipulated in the Articles of Incorporation was increased from 10 to 15 to provide room for a further increase to enhance the independence and effectiveness of the Board of Directors as well as to strengthen our corporate governance.

Our board members who are concurrently serving on the board of other listed companies are asked to reserve the time necessary to fulfill their duties for us and limit their other engagements to a reasonable extent. The status of their other major engagements is reported in the Reference Documents for General Meeting of Shareholders attached to our annual convocation notice.

We have conducted analysis and evaluation concerning the effectiveness of the Board of Directors to examine whether the Board is functioning properly.

1. Method of evaluation

We conducted a survey by asking all of our Directors and Audit & Supervisory Board Members to answer a questionnaire in June and July 2021 to analyze and evaluate the effectiveness of the Board of Directors during the fiscal year ended June 2021. After reviewing the result of this survey, the Board of Directors discussed the current status concerning the effectiveness of the Board, actions to be taken, and others at its meeting held in August 2021.

1. Size, composition and diversity of the Board of Directors
2. Operation of the Board of Directors meetings (frequency, duration, proposed agenda, reference material, etc.)
3. Participation of Directors at the meetings (depth of understanding, active participation in discussion, etc.)
4. Monitoring and supervision by the Board of Directors
5. Auditing by the Audit & Supervisory Board Members
6. Relationship with shareholders and investors

2. Outline of evaluation result

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