3. Retiring s Name Michikazu Aoi Current Title 4. Retiring Audit & Supervisory Board Members Name Current Title Shigehisa Yamaguchi Audit & Supervisor
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1 FOR IMMEDIATE RELEASE April 27, 2015 Company Name: ANRITSU CORPORATION Representative: Hirokazu Hashimoto; President & Code Number: 6754 (Tokyo Stock Exchange, First Section) Media Contact: Toshisumi Taniai; & Senior (Phone: ) Notice of Executive Personnel Changes, the New Company Structure and Promotion Measures of Corporate Governance As ANRITSU CORPORATION ( Anritsu ) announced on January 29, 2015 titled Transition to a Company with an Audit Committee, Anritsu will transfer from a Company with Board of Company Auditors to a Company with an Audit Committee under the condition that transition is approved by the 89 th Annual General Meeting of Shareholders to be held on June 25, Based on above, Anritsu has decided on the new order of executive personnel after the transition to a Company with an Audit Committee and promotion measures of corporate governance at the meeting of board of directors held today. Furthermore, Anritsu separately announced Partial Amendment to Article of Incorporation on today regarding this matter. 1. Executive personnel changes and the New Company Structure (As of June 25, 2015) (1) Change of Representative None (2) Other Changes 1. New Appointing s Name (Current Title) Sachiko Ichikawa (Attorney at law, Partner of TANABE & PARTNERS, Auditor of the Board Training Institute of Japan) Hiroshi Horioka (Advisor of TOSHIBA CORPORATION) New Title 2. New Appointing s elected as Audit Committee Members Name (Current Title) New Title (, Representative of Corporate Practice Partners Inc.) Yuji Inoue (Outside Auditor of Infoteria Corporation ) Tomoyuki Kikugawa (Audit & Supervisory Board Member) elected as Audit Committee Member elected as Audit Committee Member elected as Audit Committee Member 1
2 3. Retiring s Name Michikazu Aoi Current Title 4. Retiring Audit & Supervisory Board Members Name Current Title Shigehisa Yamaguchi Audit & Supervisory Board Member Tomoyuki Kikugawa Nobuyoshi Tanaka Kunihiro Kamiya Audit & Supervisory Board Member Outside Audit & Supervisory Board Member Outside Audit & Supervisory Board Member 2
3 (3) Expected New Order of Executive Personnel after the Shareholder s Meeting: 1. s Representative, President Hirokazu Hashimoto Representative Kenji Tanaka Fumihiro Tsukasa Toshisumi Taniai Akifumi Kubota () Teruaki Aoki () Sachiko Ichikawa () Hiroshi Horioka elected as an Audit Committee Member () elected as an Audit Committee Member () Yuji Inoue elected as an Audit Committee Member Tomoyuki Kikugawa 2. Executive Officers President Hirokazu Hashimoto (*) Group CEO Senior Executive Vice President Kenji Tanaka (*) Measurement Business Group President Industrial Solution Business Group President Senior Fumihiro Tsukasa (*) Precision Measuring Equipment Sales Dept. Chief Technology Officer Chief Environmental and Quality Officer Senior Toshihiko Takahashi General Manager of Technical Headquarters Environment and Quality Promotion Dept. Chief Corporate Officer General Manager of Management Strategy Center Management Information System Dept. Senior Toshisumi Taniai (*) Corporate Communication Dept. Legal Dept. Trade Control Dept. Business Originating Center Chief Global Strategy Officer of Measurement Business Senior Takashi Seike Global Strategy Center Global Operation Center Nobuo Funahashi Information & Communication Group President Network Sales Div. Akifumi Kubota (*) Chief Financial Officer Senior Manager of Accounting and Control Dept. Senior Manager of Investor Relations Dept. Global Audit Dept. Chief EMEA Business Officer Chief Service Assurance Business Officer Chief NW & Infrastructure Business Enablement Officer Gerald Ostheimer General Manager of NW & Infrastructure Business Enablement SBU Managing of Anritsu EMEA Ltd.(U.K.) CEO & President of Anritsu A/S (Denmark) Yasunobu Hashimoto Chief Japan Sales Officer General Manager of Measurement Solution Sales Div. Tsukasa Hattori Chief SCM Officer General Manager of Koriyama Business Office General Manager of SCM Center Global Procurement Operation Div. Chief Americas Business Officer Wade Hulon President of Anritsu U.S. Holding Inc.(U.S.A.) President of Anritsu Company (U.S.A.) Chief APAC Sales Officer Toru Wakinaga General Manager of APAC Sales Center Chief Marketing Officer Yukihiro Takahashi General Manager of Marketing Div. Hirokazu Hamada Chief R&D Officer of Measurement Business General Manager of R&D Div. (Note) Names marked as (*): Board Member 3
4 2. Promotion of Corporate Governance Anritsu will further reinforce corporate governance and transfer to a Company with an Audit Committee in the aim to improve corporate value. In order to improve the effectiveness of corporate governance, Anritsu will implement the following measures. (1) Increase Independent s (from three (3) to five (5)) (2) Prioritizing matters to be resolved at the Meeting of Board of s for productive Discussion (3) Continuation of two voluntary Committees ( Nominating Committee and Compensation Committee ) (4) Assignment of as Chairman of Audit Committee (5) Election of Standing Audit Committee Member (6) Establishment of Independent Committee (7) Appointment of Lead Independent (8) Establishment of Management Audit Department as supporting body of Audit Committee (9) Reinforcement of Audit and Supervisory Function of Subsidiaries (10) Revision of Compensation Structure of s (Adoption of Stock Compensation Plan as Compensation in conjunction with Business Results) 4
5 For reference Outline of the New Structure of Company with an Audit Committee Shareholders` Meeting Appointment Dismissal Accounting Auditor Appointment Dismissal Audit Report (Nomination to Board of Member Comment on Compensation etc.) Audit Committee (3) Appointment/Dismissal Board of s (11) (Chairman: Internal ) Non-executive s (6) s (3) Audit Committee Member (s) (2) Audit Committee Member (Internal ) (1) Independent Committee (5) (Lead Independent ) Directions Support Audit etc. Executive s (5) Internal (5) <Cooperate > Financial Audit Management Audit Dept. Communication Audit etc. Consultation Advise and Recommendation Nominating Committee s (4) Including 3 s (Chairman: ) Consultation Advise and Recommendation Compensation Committee s (4) Including 3 s (Chairman: ) Supervise Management Strategic Conference (Internal /, etc.) Internal Audit Report Global Audit Dept. Audit (15) & (5) (10) Each Business Division, Business Process, Subsidiaries, etc. 5
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