Seiko Epson : Notice of the 80th Ordinary General Meeting of Shareholders

(Note) This document has been translated from the Japanese original for reference purposes only. If there is any discrepancy between the Japanese original and the translated document, the original Japanese document shall prevail.

(Translation)

Notice of the 80th Ordinary General Meeting of Shareholders

June 2, 2022

Dear Shareholders with Voting Rights,

We are pleased to send you this convocation notice for the 80th Ordinary General Meeting of Shareholders. We have sent shareholders residing in Japan the convocation notice and attached documents in Japanese, which were compiled in accordance with the Japanese Companies Act. Under this Act, there is no obligation to provide materials in languages other than Japanese. However, we have enclosed an English translation for the reference of non-Japanese shareholders. It is not intended to influence shareholders in exercising their voting rights. Unfortunately, we are only able to provide official documents in Japanese. We ask for your understanding in this matter and thank you for your continued support of the Seiko Epson Corporation (hereinafter the "Company").

To prevent the spread of the novel coronavirus infection, please refrain from attending the meeting and exercise your voting rights by mail or via the Internet, etc. no later than 5:00 p.m., Monday, June 27, 2022 (Japan time). Prior to voting, you may wish to review the "Reference Materials for the Ordinary General Meeting of Shareholders" document, provided herein.

Voting by Mail

To vote by mail, please indicate on the enclosed voting form whether you approve or disapprove of each of the proposals and return the completed form to us. The completed form must be received no later than 5:00 p.m., Monday, June 27, 2022 (Japan time).

Voting via the Internet

To vote via the Internet, please log into the shareholders' voting website at https://evote.tr.mufg.jp/to register your approval or disapproval (Japanese only). Voting via the Internet must be completed no later than 5:00 p.m., Monday, June 27, 2022 (Japan time).

Sincerely yours,

Yasunori Ogawa

President and Representative Director

Seiko Epson Corporation

4-1-6 Shinjuku, Shinjuku-ku, Tokyo

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Description

1. Date and Time 10:00 a.m., Tuesday, June 28, 2022 (Japan time)

	(Reception starts at 9:00 a.m.)
2. Place	"Ruby Hall," 2nd Floor, the Main Building, Hotel Beniya,
	2-7-21Kogan-dori,Suwa-shi, Nagano
3. Meeting Agenda

Reporting:

1. Report on the business reports, the consolidated financial statements and the reports of the Financial Auditors and of the Audit & Supervisory Committee regarding the consolidated financial statements for the fiscal year ended March 31, 2022 (from April 1, 2021 to March 31, 2022).
2. Report on the non-consolidated financial statements for the fiscal year ended March 31, 2022 (from April 1, 2021 to March 31, 2022).

Proposals:

1. 1. Appropriation of Surplus
   2. Partial Amendments to the Articles of Incorporation
   3. Election of Six Directors Who Are Not Audit & Supervisory Committee Members
   4. Election of Four Directors Who Are Audit & Supervisory Committee Members
   5. Bonus to Directors Who Are Not Audit & Supervisory Committee Members
   6. Determination of Compensation for the Allotment of Shares with Transfer Restrictions to Directors
2. Convocation rules
3. 1. If you exercise your voting rights both by mail and via the Internet, we will treat the vote via the Internet as valid.
   2. If you exercise your voting rights via the Internet on multiple occasions, we will treat the last vote as valid.
4. Notes
5. 1. Any revisions to the reference materials for the Ordinary General Meeting of Shareholders, the business reports, the consolidated financial statements, and the non-consolidated financial statements shall be posted on the Company's website at https://www.epson.jp/IR/ (Japanese) and https://global.epson.com/IR/ (English).
   2. If attending the meeting in person, please remember to bring the ballot enclosed within these materials and to hand it to a receptionist.
   3. If you exercise your voting rights by proxy, you should appoint as proxy another shareholder with voting rights in the Company. A written letter of proxy should be brought to the meeting and handed to the receptionist.

*The Company offers institutional investors access to ICJ Inc.'s electronic voting platform.

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Reference Materials for the Ordinary General Meeting of Shareholders

Proposals and related items

Proposal 1: Appropriation of Surplus

Items Relating to the Year-End Dividend

With respect to the year-end cash dividends on common stock shares for this fiscal year, the Company proposes to pay 31 yen per share. Moreover, 31 yen was paid out as an interim dividend; hence, the annual dividend will be 62 yen per share, the same amount as the previous fiscal year.

1. Type of Dividend Property Cash
2. Distribution of Dividend
   31 yen per share of common stock, total amount 10,731,870,749 yen
3. Effective Date of Distribution June 29, 2022

(Reference)

The Company's Dividend Policy

The Company strives to sustain business growth through the creation of customer value and to generate stable cash flow by improving profitability and using management resources efficiently. While the top priority is on strategic investment in growth, the Company also actively returns profits in parallel with its efforts to build a robust financial structure that is capable of withstanding changes in the business environment.

In line with this policy, the Company has set a consolidated dividend payout ratio in the range of 40% as a mid- term target, the ratio based on profit after an amount equivalent to the statutory effective tax rate is deducted from business profit, a profit category that shows profit from the Company's main operations. The Company intends to be more active in giving back to shareholders by agilely repurchasing the Company's shares as warranted by share price, the capital situation, and other factors.

Note: Business profit is a profit indicator that Epson voluntarily discloses in applying International Financial Reporting Standards (IFRS), and is very similar in principle to operating income under Japanese Generally Accepted Accounting Principles (JGAAP).

Share Repurchase

At the meeting of the Board of Directors held on May 19, 2022, it was resolved that the Company will repurchase itw own shares (up to 30.0 billion yen or 33,000,000 shares) with a repurchase period from May 20, 2022 to May 19, 2023.

Anniversary Dividend

At the meeting of the Board of Directors held on May 19, 2022, it was resolved that the Company will revise the year-end dividend outlook for the fiscal year ending March 31, 2023 and supplement it with an anniversary dividend of 10 yen per share, in order to celebrate the 80th anniversary of its founding on May 18, 2022, and to thank its shareholders for their ongoing support.

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Proposal 2: Partial Amendments to the Articles of Incorporation 1. Reasons for the proposal

1. Changes concerning general meetings of shareholders without a designated location

Under the Act on the Partial Revision of the Act on Strengthening Industrial Competitiveness Act and Other Related Acts (hereinafter the "Revised Industrial Competitiveness Act"), which came into effect on June 16, 2021, listed companies may hold general meetings of shareholders without a designated location (hereinafter "Virtual-Only Shareholder Meetings") upon stipulating them in their articles of incorporation, subject to confirmation by the Minister of Economy, Trade and Industry and the Minister of Justice and on condition that they meet the requirements specified by an Ordinance of the Ministry of Economy, Trade and Industry and an Ordinance of the Ministry of Justice as cases that contribute to strengthening industrial competitiveness, while giving consideration to securing shareholders' interests.

For the Company, expanding the options for holding general meetings of shareholders in the future will make it easier for more shareholders, including those located in remote areas, to attend meetings, which in turn will lead to the revitalization and greater efficiency and facilitation of meetings, as well as reduce the risks associated with the spread of infectious diseases, natural disasters, and other large-scale disasters. Therefore, we propose to partially amend our Articles of Incorporation to allow the Company to hold Virtual-Only Shareholder Meetings. The Company has received confirmation from the Minister of Economy, Trade and Industry and the Minister of Justice on February 16, 2022, that we meet the requirements in the Ordinance of the Ministry of Economy, Trade and Industry and the Ordinance of the Ministry of Justice specified above.

However, when determining the actual method of holding a general meeting of shareholders, the Company will give top priority to guaranteeing the rights of shareholders, and will decide the way in which we hold each meeting by resolution of the Board of Directors following careful consideration, taking into consideration the Company's and our shareholders' situation. If the Company decides to hold Virtual-Only Shareholder Meetings, we will, in accordance with the Revised Industrial Competitiveness Act, the Companies Act and the Ordinance for Enforcement of the Companies Act, decide the procedures necessary for shareholders to attend meetings, the method of asking questions and exercising voting rights, and other necessary details, and we will inform shareholders of such details in the notice of convocation. Furthermore, we will consider measures to be taken with respect to the submission of questions by shareholders and the manner in which such questions are answered, and respond appropriately, so that we continue to respect the rights of shareholders.

1. Changes to measures for the electronic provision of reference materials for general meetings of shareholders, etc.
   The Act Partially Amending the Companies Act (Act No. 70 of 2019) will introduce a system of electronic provision of reference materials for general meetings of shareholders, etc., and the amended provisions pertaining to such introduction will come into effect on September 1, 2022. This proposal is to amend part of our Articles of Incorporation as follows, to prepare for the introduction of a system of electronic provision of reference materials for general meetings of shareholders, etc.

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1. 1. Article 15 of the proposed amendment establishes provisions for taking measures for the electronic provision of information that constitutes the contents of reference materials for general meetings of shareholders, etc.
   2. Article 16 of the proposed amendment establishes provisions to limiting the scope of matters to be included in documents to be delivered to shareholders who request the delivery of written documents.
   3. The provision for disclosure via the internet and deemed provision of reference materials for general meetings of shareholders, etc. (Article 15 of the current Articles of Incorporation) will be deleted as it will no longer be necessary.
   4. Article 2 of the supplementary provision of the proposed amendment establishes the effective date and transitional measures for the electronic provision of reference materials for general meetings of shareholders, etc.
2. Other general changes

The necessary changes, including changes in the number of articles due to the addition and deletion of articles, will be made.

2. Details of amendments

The details of the amendments are as follows.

	(Amended parts are underlined.)
Current Articles of Incorporation	Proposed Amendments
Chapter 3: General Meeting of Shareholders	Chapter 3: General Meeting of Shareholders
(Convocation)	(Convocation)
Article 12	Article 12
	2. The Company's General Meeting of
	Shareholders may be held without a
	designated location.
(Disclosure via the Internet and Deemed
Delivery of Reference Documents for the
General Meeting of Shareholders)
Article 15 When convening the General
Meeting of Shareholders, the Company
may deem that it has provided
shareholders with information relating to
be described in the reference documents
for the General Meeting of Shareholders,
business reports, non-consolidated
financial statements, by disclosing such
information via the Internet, in accordance

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