Star Micronics : Notice of the 99th 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 11, 2024

Dear Shareholders with Voting Rights:

STAR MICRONICS CO., LTD.

20-10, Nakayoshida, Suruga-ku,

Shizuoka-shi, Shizuoka Prefecture,

Japan

NOTICE OF THE 99th ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially notified of the 99th 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. Please review the Reference Documents for General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on Wednesday, March 27, 2024.

Very truly yours,

Mamoru Sato

President and CEO

The 99th Ordinary General Meeting of Shareholders

1. Date and Time: 10:00 a.m., Thursday, March 28, 2024. (Reception starts at 9:00 a.m.)

1. Place:
2. Agenda of the Meeting: Matters to be reported:
   Proposals to be resolved: Proposal 1:
   Proposal 2:

Conference Room, Head Office of the Company

20-10, Nakayoshida, Suruga-ku,Shizuoka-shi, Shizuoka Prefecture

1. Business Report, Consolidated Financial Statements for the 99th Fiscal Term (from January 1, 2023 to December 31, 2023) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements
2. Non-consolidatedFinancial Statements for the 99th Fiscal Term (from January 1, 2023 to December 31, 2023)

Election of four (4) Directors (excluding Directors who serve as Audit and Supervisory Committee Members)

Election of three (3) 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, 2024, the Company resolved to pay year-end cash dividends for the 99th Fiscal Term (from January 1, 2023 to December 31, 2023) as follows, based on this provision of the Articles of Incorporation.

1. year-end cash dividend	¥30 per share (¥60 including interim dividend)
2. Effective date and starting date of	Tuesday, March 12, 2024
dividend payments
	1

Reference Documents for General Meeting of Shareholders

Proposal 1: Election of four (4) Directors (excluding Directors who serve as Audit and Supervisory Committee Members)

The terms of office of all of three (3) 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, the number of Directors will be increased by one (1) to strengthen our business management structure, election of the following four (4) 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

June 2004

Executive Manager, Sales and Marketing

Reelection

May 2008

Department, Special Products Division

Director of the Company

Mamoru Sato

Deputy General Manager, Special Products

Division

(January 5, 1960)

March 2009

General Manager, Special Products Division

March 2012

Executive Officer of the Company

Senior Vice General Manager, General

110,300

Administration Headquarters (currently

May 2012

Corporate Headquarters)

General Manager, General Administration

1.

Headquarters (currently Corporate

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 Headquarters Division, 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.

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

April 1983

Enters the Company as an employee

Reelection

June 2011

Executive Manager, Sales and Marketing

March 2014

Department, Machine Tools Division

Yasunao Sasai

Executive Manager, Development

Department, Machine Tools Division

(April 19, 1960)

March 2015

Executive Officer of the Company

Senior Vice General Manager, Machine

March 2017

Tools Division

29,700

General Manager, Machine Tools Division

July 2019

Senior Executive Officer of the Company

January 2020

Executive Manager, Business Planning

2.

March 2020

Department, Machine Tools Division

Managing Director of the Company (to

January 2023

present)

General Manager, Development

Headquarters (to present)

[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.

April 2003

Enters the Company as an employee

December 2017

Executive Manager, Sales and Marketing

January 2020

Department, Special Products Division

Executive Officer of the Company

Senior Vice General Manager, Special

New election

Products Division

Executive Manager, Sales and Marketing

Seigo Sato

January 2021

Department, Special Products Division

Senior Vice General Manager, General

(November 6, 1980)

Administration Headquarters (currently

Corporate Headquarters)

Executive Manager, General Affairs and

95,800

Human Resources Department, General

Administration Headquarters (currently

January 2022

Corporate Headquarters)

Senior Executive Officer of the Company (to

3.

present)

General Manager, General Administration

Headquarters (currently Corporate

Headquarters) (to present), Executive

Manager, General Affairs and Human

Resources Department, General

Administration Headquarters (currently

Corporate Headquarters)

[Reasons for deciding

a nominee for a Director]

Mr. Seigo Sato has a global perspective, having been posted overseas assignments while working in

the Special Products Division, and has shown leadership and contributed toward the increase of

earnings for the Special Products Division. Also, from January 2022, as a General Manager of

General Administration Headquarters (currently Corporate Headquarters), he has been working to

improve our corporate value in concrete ways, including the realization of our corporate philosophy

and the improvement of our corporate culture based on Purpose. As he can be expected to utilize the

experience and knowledge he has gained thus far in overall management of the Company's group, the

Company judges that he is eligible to be a Director of the Company, and would like to elect him as a

new Director.

3

			Name			Career summary, status and assignment at the Company, and		Number of
	No.					shares of the
		(Date of Birth)				important concurrent positions		Company
									held
						March 1996	Director, Shizuoka Gas Company, Ltd.
						March 2000	Managing Director, Shizuoka Gas Company,
						March 2001	Ltd.
						Senior Managing Director, Shizuoka Gas
			Reelection		March 2006	Company, Ltd.
				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
						June 2015	present)	14,500
						Outside Director, Murakami Corporation (to
						January 2018	present)
						Director and Special Advisor, Shizuoka Gas
						June 2018	Company, Ltd.
4.					Outside Director, TOSHIBA MACHINE
							CO., LTD. (currently SHIBAURA
						March 2020	MACHINE CO., LTD) (to present)
						Special Advisor, Shizuoka Gas Company,
							Ltd.

(Important concurrent positions) 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. Currently, Mr. Seago Iwasaki is an Outside Director of the Company. His term of service as an Outside Director is set to be nine years and ten months ending with 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 it with the same details in March 2024. 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.

4

Proposal 2: Election of three (3) Directors who serve as Audit and Supervisory Committee Members

The terms of office of all of three (3) 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 who serve as Audit and Supervisory Committee Members is proposed.

The Audit and Supervisory Committee has previously given its approval to this proposal. The nominees for Directors who serve as Audit and Supervisory Committee Members are as

follows:

									Number of
	No.		Name			Career summary, status and assignment at the Company, and		shares of the
		(Date of Birth)				important concurrent positions		Company
									held
						August 2000	President, Clarion do Brasil Ltda.
			Reelection		July 2009	Executive Manager in charge of Aftermarket
					Sales Department, Global Sales Division,
			Outside
					Clarion Co., Ltd. (currently Faurecia Clarion
			Independent
				April 2012	Electronics Co., Ltd.)
			Seiichi Nishikawa		Executive Manager, Overseas Aftermarket Sales
					Department, Sales Division, Clarion Co., Ltd.
			(March 21, 1959)		April 2013
				Executive Manager in charge of Corporate
							Planning Department, Management Promotion	3,500
						May 2018	Division, Clarion Co., Ltd.
						Executive Manager, Corporate Strategy
							Department, Corporate Strategy Division,
						August 2019	Clarion Co., Ltd.
						Executive Manager in charge of Corporate
1.						Management Department, Finance and
					Accounting Division, Clarion Co., Ltd.
						March 2020
						Full-Time Outside Director who serve as an
							Audit and Supervisory Committee Member of
							the Company (to present)

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

Mr. Seiichi Nishikawa has handled management strategy and management control after gaining experience in a wide range of operations, such as overseas business and marketing at Faurecia Clarion Electronics Co., Ltd. as well as handling management of this company's overseas subsidiaries and associates. The Company would like to elect him as an Outside Director who serves as an Audit and Supervisory Committee Member as it expects that he will continue to utilize his abundant experience and broad knowledge in the Company's audits. 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.

Reelection	April 1984	Joined Ota Showa Audit Corporation (Currently
Outside	February 1987	Ernst & Young ShinNihon LLC)
Independent	Registered as Certified Public Accountant
Motoki Sugimoto	April 1997	Opened Sugimoto Accounting Firm,
May 2014	Representative (to present)
(August 30, 1961)	Outside Audit and Supervisory Board Member of	5,300
	May 2016	the Company
	Outside Director who serve as an Audit and
		Supervisory Committee Member of the Company
		(to present)
2.	(important concurrent position)
Representative, Sugimoto Accounting Firm

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

Mr. Motoki Sugimoto has highly professional knowledge and abundant experience as a certified public accountant and licensed tax accountant. The Company would like to elect him as an Outside Director who serve as an Audit and Supervisory Committee Member as it expects that he will continue to utilize such knowledge and experience when auditing the Company. Although the nominee has not been involved in the management of companies other than as an Outside Director/Audit and Supervisory Board Member, the Company has concluded that he will be able to perform his duties properly as an Outside Director who serve as an Audit and Supervisory Committee Member of the Company based on the reasons noted above. 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.

5

										Number of
	No.		Name			Career summary, status and assignment at the Company, and			shares of the
		(Date of Birth)				important concurrent positions			Company
										held
			Reelection		January 2003	Joined Shizuoka Nozomi Law & Patent Firm
			Outside		April 2011	Opened Fujieda Nozomi Law & Patent Firm,
			Independent		April 2016	Representative (to present)
			Itsue Miyata		Vice Chairman, Bar Association of Shizuoka
				March 2022	Prefecture
			(December 18, 1973)		Outside Director who serve as an Audit and	0
							Supervisory Committee Member of the Company
							(to present)
3.					(important concurrent position)
				Representative, Fujieda Nozomi Law & Patent Firm

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

Ms. Itsue Miyata has highly-leveled specialist knowledge based on abundant knowledge and experience as a lawyer. The Company would like to elect her as an Outside Director who serve as an Audit and Supervisory Committee Member as it expects that she will continue to utilize such knowledge and experience when auditing the Company. Although the nominee has not been involved in the management of companies other than as an Outside Director/ Audit and Supervisory Board Member, the Company has concluded that she will be able to perform her duties properly as an Outside Director who serve as an Audit and Supervisory Committee Member of the Company based on the reasons noted above. Furthermore, if she is elected, the Company expects that she 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. All the nominees are nominees for Outside Directors and no conflict of interest exists between the Company and the above nominees for Directors.
2. Currently, Mr. Seiichi Nishikawa, Mr. Motoki Sugimoto and Ms. Itsue Miyata are Outside Directors who serve as an Audit and Supervisory Committee Member of the Company. Their terms of service are set to be four years, seven years and ten months, and two years, respectively, ending with the conclusion of this General Meeting of Shareholders.
3. The Company has designated and reported to the Tokyo Stock Exchange, Inc. that above nominees for Directors are Independent Directors as set forth in the Regulations of the Tokyo Stock Exchange. Furthermore, should proposed agenda pass in its original form, they are to remain as Independent Directors.
4. Pursuant to the provisions of paragraph 1, Article 427 of the Companies Act, the Company has entered into an agreement with above nominees for Directors to limit liability due to negligence of duties and should this proposed agenda pass in its original form, the Company will plan to sustain such current agreement with them; provided, however, that the limit on liability under the relevant agreement shall be an amount set forth by law.
5. 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 it with the same details in March 2024. 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.

6

(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

Committee

director

Corporate

Strategic

Finance &

Sales,

affairs,

Global

R&D

(◎Chairman)

management

planning,

accounting

Marketing

Compliance

Mamoru

Representative

Director,

Male

◎

〇

〇

〇

〇

〇

〇

Sato

President and

CEO

Yasunao

Managing

Male

〇

〇

〇

Sasai

Director

Seigo

Managing

Male

〇

〇

〇

〇

〇

Sato

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

Committee

Member

Itsue

Audit

and Supervisory

〇

Female

〇

〇

Miyata

Committee

Member

End

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