Seiko : Notice of Convocation Annual General Meeting 2022

[Translation]

Note: 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.

(Stock Exchange Code 8050)

June 9, 2022

To Shareholders with Voting Rights:

Shuji Takahashi

President

SEIKO HOLDINGS CORPORATION

5-11, Ginza 4-chome,Chuo-ku, Tokyo

NOTICE OF

THE 161ST ORDINARY GENERAL MEETING OF SHAREHOLDERS

We would like to express our appreciation for your continued support and patronage.

Please be informed that we will hold the 161st Ordinary General Meeting of Shareholders of SEIKO HOLDINGS CORPORATION (the "Company"). The meeting will be held for the purposes described below.

When deciding whether to attend the General Meeting of Shareholders in person, we kindly ask you to take into consideration the status of the spread of the novel coronavirus, and your own health conditions as of the date of the General Meeting of Shareholders, including the option of exercising your voting rights in writing or via the Internet.

In order for shareholders to be able to view the proceedings of the Meeting, live streaming of the meeting will be made available via the Internet (for details, please refer to the "Notice of Live Streaming of the General Meeting of Shareholders" (page 3) below).

Please review the attached Reference Documents for the General Meeting of Shareholders (pages 6 through 25), and exercise your voting rights in accordance with the "Notice regarding Exercise of Voting Rights" (pages 4 through 5) by 6 p.m. on Tuesday, June 28, 2022, Japan time.

1. Date and Time: Wednesday, June 29, 2022, at 10 a.m. Japan time (The reception desk will open at 9 a.m. Japan time.)

2.	Place:	Toranomon Hills Forum Hall B
		Toranomon Hills Mori Tower 4F
		23-3, Toranomon 1-chome,Minato-ku, Tokyo, Japan
3.	Meeting Agenda:

Matters to be reported: The Business Report, Non-consolidated Financial Statements, Consolidated Financial Statements and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements, for the Company's Fiscal Year Ended on March 31, 2022 (from April 1, 2021 to March 31, 2022)

Proposals to be resolved: Proposal 1: Distribution of Surplus

Proposal 2: Partial Amendment to the Articles of Incorporation

Proposal 3: Election of Nine (9) Directors

Proposal 4: Election of One (1) Corporate Auditor

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4. Decisions Concerning Convocation

1. Should you choose to exercise your voting rights via a proxy, you may designate a shareholder other than yourself, who is entitled to vote with respect to the Company, as your proxy. In such case, please have the proxy submit a power of attorney together with your Voting Rights Exercise Form to the reception desk.
2. Should you diversely exercise your voting rights, please notify the Company in writing to this effect, together with the reason thereof, at least three (3) days prior to the date of the General Meeting of Shareholders.

• In order for shareholders who are unable to attend to be able to view the proceedings of the Meeting, live streaming of the meeting will be made available via the Internet on the day of the meeting. For details, please refer to the "Notice of Live Streaming of the General Meeting of Shareholders" (page 3) below.

• The measures described above may be updated according to the status of the spread of the novel coronavirus infection, announcements from the government, etc. in the days leading up to the meeting. In addition, the venue and starting time are subject to change, as necessary. Any changes to the operation of the meeting will be published on the Company's website
  (https://www.seiko.co.jp/ir/).
• The number of seats at the Meeting is limited, as the spacing between seats will be expanded to prevent the spread of the novel coronavirus infection. Accordingly, we may have to refuse admission of shareholders to the venue on the day.
• Body temperature measurements will be taken near the entrance to the venue, and persons who have a fever or appear to be in ill health may be refused admission and asked to leave, in order to prevent the spread of the novel coronavirus.
• Shareholders attending the meeting should wear a mask.

Notice regarding the distribution of the Business Report video

Prior to the meeting, a video regarding the Business Report will be distributed.

Distribution period (scheduled): Wednesday, June 15, 2022 to Friday, September 30, 2022

Distribution URL:https://v.srdb.jp/8050/2022soukai_visual/

Distribution date and time

Distribution URL

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Notice of Live Streaming of the General Meeting of Shareholders

The proceedings of the General Meeting of Shareholders will be streamed live via the Internet.

1. Please access the following website designated by the Company.

Wednesday, June 29, 2022, from 10 a.m. Japan time to the end of the meeting

* The distribution website can be accessed approximately 60 minutes prior to the start of the General Meeting of Shareholders (9 a.m. Japan time).

https://v.srdb.jp/8050/2022soukai/

2. When the screen for entering your ID and password appears, please enter your ID and password as shown below.

ID	Separately notified to shareholders
Password	Separately notified to shareholders

Notes:

• Please note that you may not be able to view the live streaming, depending on your computer or other devices, your Internet connection environment, or your connection conditions.
• Shareholders will be responsible for communication charges and other costs associated with viewing the live streaming.
• Shareholders who view the live streaming will not be able to participate in the resolutions on the day of the General Meeting of Shareholders. Please exercise your voting rights in advance, using any of the methods described on pages 4 through 5 below, prior to viewing the live streaming.
• We will not be able to accept questions or comments from shareholders who are viewing the live streaming.
• In consideration of the privacy of the shareholders who attend the meeting, the live streaming will be limited to the vicinity of the Chairman's and officers' seats. However, please note that there may be cases where shareholders are unavoidably visible.
• The live streaming may be unavoidably interrupted or cancelled due to the Internet environment, equipment trouble, or other circumstances.
• Please refrain from recording, photographing, or saving the live streaming. Please do not disclose your ID or password to the public.

For inquiries on how to view the live streaming and network on the day of the meeting:

TAKARA PRINTING CO., LTD.	Separately notified	Contact time
Wednesday, June 29, 2022, from 9 a.m. to
(Live streaming support company)	to shareholders
12 p.m. Japan time

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Regarding disclosures on the Internet

• Among the documents to be provided with this Notice, the following items are posted on the Company's website (at the URL provided below) via the Internet pursuant to laws and regulations and Article 16 of the Articles of Incorporation of the Company; therefore, they are not included in the documents attached hereto:

1. "Overview of the system to ensure proper operations and the implementation status thereof" for the Business Report
2. "Consolidated Statements of Changes in Equity" and "Notes to Consolidated Financial Statements" for Consolidated Financial Statements
3. "Non-ConsolidatedStatements of Changes in Equity" and "Notes to Non-Consolidated Financial Statements" for Non-Consolidated Financial Statements

◎The Accounting Auditor and Corporate Auditors have audited each document subject to auditing, including the above Internet disclosure items.

◎Corrections, if any, to the Reference Documents for the meeting or the attachments will be posted on the Company's website.

https://www.seiko.co.jp/ir/

Notice regarding Exercise of Voting Rights

Voting rights may be exercised by any of the means described below. Shareholders are requested to review the Reference Documents for the General Meeting of Shareholders before exercising voting rights.

Shareholders attending the meeting in person

Date and time of the meeting:Wednesday, June 29, 2022, at 10 a.m., Japan time

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. Please also bring this convocation notice.

Shareholders not attending the meeting in person

Exercise of voting rights in		Exercise of voting rights via		Exercise of voting rights via
writing		"Smart Exercise"	the Internet
Deadline: Must reach the		Deadline: By 6 p.m. on	Deadline: By 6 p.m. on
Company by 6 p.m. on		Tuesday, June 28, 2022, Japan	Tuesday, June 28, 2022, Japan
Tuesday, June 28, 2022, Japan		time	time
time		Please scan the "Smart	Access the Company's
Please indicate your votes for		Exercise" QR code displayed	designated voting website, and
or against the proposals on the		on the bottom right of the	enter your votes for or against
enclosed Voting Rights		enclosed Voting Rights	the proposals in accordance
Exercise Form and return the		Exercise Form via a	with the screen instructions.
same so that it is received by		smartphone or tablet device,	* Please refer to page 5 for
the deadline for exercising		and enter your votes for or	details.
voting rights.		against the proposals.
		* Please refer to page 5 for
		details.

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Exercise of Voting Rights via "Smart Exercise" Using the QR Code

Procedures for exercising voting rights

1. Scan the QR code and access the website
   Scan the "Smart Exercise" QR code on the bottom right of the enclosed Voting Rights Exercise Form using a smartphone or tablet device.
2. • An application or function that can scan QR codes is required. (QR code is a registered trademark of DENSO WAVE INCORPORATED.)
3. Select the voting method
   There are two ways to exercise your voting rights.
4. When instructing each proposal individually, enter your votes for or against the proposals in accordance with the screen instructions.
5. If there is no problem on the confirmation screen, click the "exercise with this content" button to complete the exercise.

• If you wish to change your exercise content after exercising your voting rights, you will need to scan the QR code again, and enter your "voting rights exercise code" and "password" displayed on the Voting Rights Exercise Form.

Exercise of Voting Rights via the Internet

Please access the voting website (https://soukai.mizuho-tb.co.jp/), and exercise your voting rights in accordance with the screen instructions.

＜Contact information regarding "Smart Exercise" and exercise via the Internet＞ Stock Transfer Agent Department, Mizuho Trust & Banking Co., Ltd.

Phone number: 0120-768-524 (toll free, accessible only in Japan)

(Usage time: 9 a.m. to 9 p.m. (excluding the year end and New Year holidays))

（For reference）

Institutional investors may use the electronic proxy voting platform operated by ICJ, Inc.

If duplicate votes are exercised

• If you exercise a voting right both in writing and via the Internet (including "Smart Exercise"), the vote exercised via the Internet will be taken as the valid vote.
• If you exercise a voting right multiple times via the Internet (including "Smart Exercise"), the vote last exercised will be taken as the valid vote.