Star Micronics : Notice of the 98th Ordinary General Meeting of Shareholders

This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Securities Code: 7718

March 8, 2023

Dear Shareholders with Voting Rights:

STAR MICRONICS CO., LTD.

20-10, Nakayoshida, Suruga-ku,

Shizuoka-shi, Shizuoka Prefecture,

Japan

NOTICE OF THE 98th ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially notified of the 98th Ordinary General Meeting of Shareholders of STAR MICRONICS CO., LTD. ("the Company") to be held as described below.

If you are unable to attend the meeting, you can exercise your voting rights by paper ballot or via the Internet, etc. Please review the Reference Documents for General Meeting of Shareholders and return the enclosed Voting Rights Exercise Form with your vote so as to arrive by 5:00 p.m. on Wednesday, March 22, 2023.

Very truly yours,

Mamoru Sato

President and CEO

The 98th Ordinary General Meeting of Shareholders

1. Date and Time: 10:00 a.m., Thursday, March 23, 2023. (Reception starts at 9:00 a.m.)

2. Place:	Conference Room, Head Office of the Company
	20-10, Nakayoshida, Suruga-ku,Shizuoka-shi, Shizuoka Prefecture

3. Agenda of the Meeting:

Matters to be reported: 1. Business Report, Consolidated Financial Statements for the 98th

Fiscal Term (from January 1, 2022 to December 31, 2022) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the 98th Fiscal Term (from January 1, 2022 to December 31, 2022)

Proposals to be resolved:

Proposal:Election of three (3) Directors (excluding Directors who serve as Audit and Supervisory Committee Members)

• If you submit your Voting Rights Exercise Form without indicating your approval or disapproval of each proposal, it will be rerated as an indication as approval.
• For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
• If there is any modification in the Reference Documents for General Meeting of Shareholders, Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements, the modified matter will be posted on our Internet website (https://www.star-m.jp/eng/index.html).

• Notice regarding dividend of surplus
  In accordance with Paragraph 1, Article 459 of the Companies Act, The Company has stipulated in Article of Incorporation that dividends from retained earnings, etc. may be determined by a resolution of the Board of Directors.
  At the meeting of the Board of Directors held on February 22, 2023, the Company resolved to pay year-end cash dividends for the 98th Fiscal Term (from January 1, 2022 to December 31, 2022) as follows, based on this provision of the Articles of Incorporation.

1. year-end cash dividend	¥40 per share ((including special dividend of ¥10 per
	share) annual dividend of ¥70 per share including
	interim dividend)
2. Effective date and starting date of	Thursday, March 9, 2023
dividend payments
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Reference Documents for General Meeting of Shareholders

Proposal : Election of three (3) Directors (excluding Directors who serve as Audit and Supervisory Committee Members)

Mr. Hajime Sato, Director resigned on December 31, 2022, and the terms of office of all of three

1. Directors (here and hereafter in this proposal, excluding Directors who serve as Audit and Supervisory Committee Members) will expire at the conclusion of this meeting. Accordingly, election of the following three (3) Directors is proposed.
   The Nominees for Directors have been approved by the Board of Directors after deliberation by the Nomination and Compensation Committee, the majority of whom shall be Independent Outside Directors.
   Moreover, for this proposal, we have received opinions from the Audit and Supervisory Committee that all nominees for Directors are qualified.
   The nominees for Directors are as follows:

Name

Career summary, status and assignment at the Company, and

Number of

No.

shares of the

(Date of Birth)

important concurrent positions

Company

held

July 1984

Enters the Company as an employee

Reelection

June 2004

Executive Manager, Sales and Marketing

Department, Special Products Division

Mamoru Sato

May 2008

Director of the Company

(January 5, 1960)

Deputy General Manager, Special Products

Division

March 2009

General Manager, Special Products Division

March 2012

Executive Officer of the Company

97,300

Senior Vice General Manager, General

Administration Headquarters

May 2012

General Manager, General Administration

1.

May 2014

Headquarters

Managing Director of the Company

March 2017

Representative Director, President and CEO

of the Company (to present)

[Reasons for deciding

a nominee for a Director]

In addition to his extensive experience and track record gained while carrying out business execution

at the Special Products Division and the General Administration Headquarters, Mr. Mamoru Sato

possesses knowledge of management gained primarily from his experience engaging in management

as a Managing Director for both of these organizations. Also, from March 2017, as President and

CEO, based on global insights gained from overseas experience, he has been the driving force in the

overall management of the Group. For these reasons, the Company judges that he is eligible to be a

Director of the Company, and would like to reelect him as a Director.

Name

Career summary, status and assignment at the Company, and

Number of

No.

shares of the

(Date of Birth)

important concurrent positions

Company

held

April 1983

Enters the Company as an employee

Reelection

June 2011

Executive Manager, Sales and Marketing

Department, Machine Tools Division

Yasunao Sasai

March 2014

Executive Manager, Development

Department, Machine Tools Division

(April 19, 1960)

March 2015

Executive Officer of the Company, Senior

Vice General Manager, Machine Tools

2.

Division

20,300

March 2017

General Manager, Machine Tools Division

July 2019

Senior Executive Officer of the Company

January 2020

Executive Manager, Business Planning

Department, Machine Tools Division

March 2020

Managing Director of the Company (to

present)

January 2023

General Manager, Development

Headquarters (to present)

2

			Name		Career summary, status and assignment at the Company, and		Number of
	No.				shares of the
		(Date of Birth)		important concurrent positions		Company
							held

[Reasons for deciding a nominee for a Director]

Mr. Yasunao Sasai possesses extended experience and track record gained through business execution at the Machine Tools Division for a long period of time, and has shown leadership and contributed toward the increase of earnings for the Machine Tools Division. Also, from March 2020, as a Managing Director, he has been possessed knowledge of management with regard to our Machine Tools Division and Special Products Division, and in the creation of new businesses as General Manager of the Development Headquarters from January 2023. For these reasons, the Company judges that he is eligible to be a Director of the Company, and would like to reelect him as a Director.

	March 1996	Director, Shizuoka Gas Company, Ltd.
	March 2000	Managing Director, Shizuoka Gas
		Company, Ltd.
	March 2001	Senior Managing Director, Shizuoka Gas
Reelection		Company, Ltd.
March 2006	Representative Director, President, Shizuoka
Outside		Gas Company, Ltd
Independent	January 2011	Representative Director, Chairman of the
Seigo Iwasaki		Board of Directors, Shizuoka Gas Company,
	Ltd.
(October 8, 1946)	May 2014	Outside Director of the Company (to
		present)
	June 2015	Outside Director, Murakami Corporation (to	12,300
		present)
	January 2018	Director and Special Advisor, Shizuoka Gas
		Company, Ltd.
3.	June 2018	Outside Director, TOSHIBA MACHINE
	CO., LTD. (currently SHIBAURA
		MACHINE CO., LTD) (to present)
	March 2020	Special Advisor, Shizuoka Gas Company,
		Ltd. (to present)

(Important concurrent positions)

Special Advisor, Shizuoka Gas Company, Ltd.

Outside Director, Murakami Corporation

Outside Director, SHIBAURA MACHINE CO., LTD.

[Reasons for deciding a nominee for an Outside Director and expected roles]

Mr. Seigo Iwasaki has been the Representative Director of Shizuoka Gas Company, Ltd. for a long period of time. The Company would like to elect him as an Outside Director as it expects that he will continue to utilize his abundant experience and broad knowledge as a business manager in the Company's adequate decision making process and supervision of the Directors' business execution. Furthermore, if he is elected, the Company expects that he will continue to be a member of the Nomination and Compensation Committee, and make remarks and provide proposals from an objective and neutral standpoint with regard to deliberations related to the selection of candidates for officer of the Company and Directors' compensation.

Notes:

1. No conflict of interest exists between the Company and the above nominees for Directors.
2. Mr. Seigo Iwasaki is a nominee for an Outside Director.
3. Mr. Seago Iwasaki is an Outside Director of the Company at present, and his incumbent term of office as an Outside Director will be eight years and ten months as of the conclusion of this General Meeting of Shareholders.
4. The Company has designated and reported to the Tokyo Stock Exchange, Inc. that Mr. Seigo Iwasaki is an Independent Director as set forth in the Regulations of the Tokyo Stock Exchange. Furthermore, proposed agenda pass in its original form, he is to remain as an Independent Director.
5. Pursuant to the provisions of paragraph 1, Article 427 of the Companies Act, the Company has entered into an agreement with Mr. Seigo Iwasaki to limit liability due to negligence of duties; provided, however, that the limit on liability under the relevant agreement shall be an amount set forth by law. Furthermore, should this proposed agenda pass in its original form, the Company will plan to sustain such current agreement with him.
6. The Company has taken out a directors and officers liability insurance policy with an insurance company as provided for in paragraph 1, Article 430-3 of the Companies Act, and plans to renew

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it with the same details in March 2023. This policy shall compensate for damages that may arise because insured directors and executive officers are liable for the execution of their duties or are claimed for pursuing such liability, and insurance premiums shall be borne in full by the Company for all insureds including the portion of special provisions. Each nominee for Directors has already been insured by this insurance policy and will continue to be insured if this Proposal is approved as proposed.

(Reference)

Main experience, etc. of Director and Audit and Supervisory Committee Member (skill matrix)

The Company nominates candidates for Directors in consideration of the balance of knowledge, experience and ability, as well as diversity. If Proposal of this meeting are approved and adopted as proposed, the main experience, etc. of each Director will be as follows.

				Nomination		Main knowledge, experience and ability
	Status at the	Independent		and
Name	outside	Gender	Compensation				Legal
	Company	director		Committee	Corporate	Strategic	Finance &			Sales,
			affairs,	Global	R&D
				(◎Chairman)	management	planning,	accounting	Marketing
								Compliance

Mamoru	Representative
Director,		Male	◎	〇	〇	〇	〇	〇
Sato	President and
	CEO
Yasunao	Managing		Male			〇		〇	〇
Sasai	Director
Seigo	Director	〇	Male	〇	〇	〇	〇		〇
Iwasaki
	Audit
Seiichi	and Supervisory
Committee	〇	Male	〇		〇	〇	〇
Nishikawa
Member
	(full-time)
Motoki	Audit
and Supervisory	〇	Male	〇			〇
Sugimoto	Member
	Committee
Itsue	Audit
and Supervisory	〇	Female	〇				〇
Miyata	Committee
	Member

End

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