Suncall : Notice of The 106th Ordinary General Meeting of Shareholders

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: 5985

June 5, 2023

To Shareholders,

Tadao Ohtani

Representative Director and CEO

SUNCALL CORPORATION

14, Umezunishiura-cho,Ukyo-ku, Kyoto, Japan

NOTICE OF THE 106TH ANNUAL SHAREHOLDERS' MEETING

We are pleased to announce the 106th Annual Shareholders' Meeting of SUNCALL CORPORATION (the "Company"). The meeting will be held for the purposes as described below.

On convening this shareholders' meeting, the Company has taken the measures available under Japanese law to provide the reference material for this meeting in an electronic format. (Information made available electronically is referred to as "matters for which measures for providing information in electronic format have been taken.") The Notice of the 106th Annual Shareholders' Meeting is available online at the following website address.

https://www.suncall.co.jp/ir/meeting/ https://d.sokai.jp/5985/teiji/ (in Japanese only)

The above electronically provided information (the "matters for which measures for providing information in electronic format have been taken") is available not only on this website, but also on the website of the Tokyo Stock Exchange. Information can be accessed by visiting the website below, inserting and searching for Suncall as the Issue name (company name) or 5985 as the Code, and then selecting "Basic information," "Documents for public inspection/PR information." https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese only)

If you are unable to attend the Annual Shareholders' Meeting in person, then you may exercise your voting rights using either of the methods below. We ask that, after reviewing the reference material for the meeting, you exercise your voting rights in accordance with the Instructions on Exercising Your Voting Rights on page 3 [of the Japanese original text] of this Notice.

When exercising your voting rights online

Access our company's designated website for online voting (https://www.web54.net) and follow the on-screen instructions to vote for or against each proposal prior to 4:45 p.m. on Thursday, June 22, 2023.

Before exercising your voting rights, please confirm the section entitled "how to exercise your voting rights online" on page 4 [of the Japanese original text] of this Notice.

When exercising your voting rights in writing

Indicate your agreement with or opposition to each proposal on the enclosed voting form and send the form such that it arrives prior to 4:45 p.m. on Thursday, June 22, 2023.

1. Date and Time: Friday, June 23, 2023, at 10:00 a.m. (JST)
2. Venue: Suncall conference room

14, Umezunishiura-cho,Ukyo-ku, Kyoto, Japan

3. Matters before the meeting: Matters to be reported

1. The Business Report, Consolidated Financial Statements, and results of audits by the Independent Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements for the Company's 106th Fiscal Year (April 1, 2022 - March 31, 2023)
2. Non-consolidatedFinancial Statements for the Company's 106th Fiscal Year (April 1, 2022 - March 31, 2023)
3. • 1 -

Matters to be resolved

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Seven Directors (Excluding Directors who are Audit and Supervisory Committee Members)

Proposal 3: Election of One Substitute Director who is an Audit and Supervisory Committee Member

Proposal 4: Renewal of Policies against a Large-Scale Purchase of the Company's Shares, etc. (Takeover Defense Measures)

• For those attending the meeting on the day, please submit the enclosed voting form at the reception desk.
• Of the information made available online (the "matters for which measures for providing information in electronic format have been taken"), the following information, in accordance with laws, regulations and stipulations of Article 15 Paragraph 2 of the Company's Articles of Incorporation, is not included in the written documents provided to shareholders who requested written information.
• 1. "Company Systems and Policies" in the Business Report
  2. "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
  3. "Non-consolidatedStatement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non- consolidated Financial Statements

Note that these matters are included in the "matters relating to the notification of convocation of the 106th Annual Shareholders' Meeting for which measures for providing information in electronic format have been taken but which, in accordance with laws, regulations and the Articles of Incorporation, are not included in the written material provided in response to requests for written material." Accordingly, the Business Report, Consolidated Financial Statements and Non- Consolidated Financial Statements included in the documents issued to shareholders in response to requests for written information represent only part of the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Independent Auditor or the Audit and Supervisory Committee in preparing the Financial Audit Report or Audit Report.

• If there are any changes to the information made available online (the "matters for which measures for providing information in electronic format have been taken"), then the relevant information, as before the change and as after the change, will be made available on the websites referred to above.
• We ask please that shareholders refrain from attending the meeting if they are not in good health, due for example to symptoms of a cold, including fever, cough, sneezing, or other symptoms.
• Please note that no social reception for shareholders will be held after the shareholders' meeting.

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Reference Documents for the Shareholders' Meeting

Proposals and Reference Information

Proposal 1: Appropriation of Surplus

In order to increase value for shareholders in accordance with the Global Growth Plan 2024 (GGP24), our Medium-term Management Plan for the period FY 2022-2024, we will implement business management that focuses on return on capital and balance sheet management. Our policy for shareholder returns and the Medium- term Management Plan (GGP24) is that we shall maintain a dividend ratio of 75% until ROE exceeds 9.0% (the minimum dividend of ¥20).

The Company proposes to pay a year-end dividend for the fiscal year under review as follows:

Year-end dividend

1. Type of dividend asset Cash
2. Allotment of dividend assets to shareholders and their aggregate amount ¥9 per common share of the Company
   Total amount: ¥273,661,182
   Including the interim dividend of ¥11 per share, the dividends for the fiscal year under review will be ¥20 per share.
3. Effective date of dividend of surplus June 26, 2023

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Proposal 2: Election of Seven Directors (Excluding Directors who are Audit and Supervisory Committee Members)

The terms of office of all seven Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter, the same applies in this proposal) will expire at the conclusion of this Meeting.

Therefore, the Company proposes the election of seven Directors.

This proposal was decided based on a report from the Nomination and Remuneration Advisory Committee, which is chaired by an Independent Outside Director.

The candidates for Directors are as follows:

Candidate	Name		Current position in the Company
No.
1	Tadao Ohtani	Incumbent	Representative Director and CEO
			Representative Director and Executive Vice
			President
2	Tadashi Nara	Incumbent	Chief Operating Officer of Research &
			Development Group, and General Manager of
			Product Strategy Dept.
			Director and Managing Executive Officer
3	Masatoshi Kanada	Incumbent	General Manager of Corporate Planning and
			Management Division
			Director and Managing Executive Officer
4	Kazutoshi Sugimura	Incumbent	General Manager of Suspension Products
			Division
5	Yoshihiro Miyake	New candidate	－
		Outside
		Incumbent
6	Fumiko Kagiya	Outside	Director
		Independent
		New candidate
7	Hiroko Ozawa	Outside	－
		Independent

(Note) The Company insures all Directors through a directors and officers liability insurance (D&O Insurance) policy, as stipulated in Article 430-3, Paragraph (1) of the Companies Act. If this proposal is approved as proposed, and if the candidates are appointed as Directors, they will be insured under the D&O Insurance policy. The policy covers damages that may arise from the insured person's assumption of liability incurred in the course of the performance of duties as a Director or Officer, or from receipt of claims pertaining to the pursuit of such liability. However, there are certain exclusions to coverage; for example, the policy does not cover damages caused by acts committed by a person with knowledge that said acts are in violation of laws and regulations. (The Company pays for all premiums (including the rider) and the insured person essentially pays for no premiums. The policy has a deductible and does not cover damages up to the amount of the deductible.) The Company plans to renew said insurance policy with similar terms during the term of office.

Opinion of the Audit and Supervisory Committee

In regard to the election of Directors of the Company, two Independent Outside Directors who are Audit and Supervisory Committee Members attended the Nomination and Remuneration Advisory Committee and expressed their opinions, while the Audit and Supervisory Committee shared and discussed the policy and procedures for the election of candidate Directors.

As a result of said discussion, the Audit and Supervisory Committee concluded that the details of the election of Directors are appropriate and that there are no special matters to be stated at the Shareholders' Meeting in accordance with the provisions of the Companies Act.

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Candidate	Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
No.	(Date of Birth)	and significant concurrent positions outside the Company
owned
		Apr. 1985	Joined the Company
		Apr. 2004	General Manager of Suspension and Sub
			Micron Products Section, Digitronics Products
			Division II
		Apr. 2011	Executive Officer, and Deputy General
			Manager of Suspension Products Division
		June 2011	Executive Officer, and Division Manager of
			Suspension Products Division
		Apr. 2014	Managing Executive Officer, and Division
			Manager of Information Technology and High
			Precision Products Division
		June 2015	Director, Managing Executive Officer, and
			General Manager of Information Technology
			and High Precision Products Division
	Tadao Ohtani	Nov. 2015	Director, Managing Executive Officer, and	53,471 shares
	September 27, 1960		Deputy Director of Production and
			Administration Group
1		Apr. 2017	Director, Managing Executive Officer, and
		Chief Operating Officer of Production and
			Administration Group
		June 2017	Representative Director, Senior Managing
			Director, Managing Executive Officer, and
			Chief Operating Officer of Production and
			Administration Group
		June 2018	Representative Director and President and CEO
		June 2020	Representative Director and President and
			Executive Officer
			(current position)
		[Significant concurrent positions outside the Company]
		Not applicable
	Reasons for nomination as candidate for Director:
	He has demonstrated excellent skills in various business fields, including the Company's Digitronics Products Division,
	Suspension Products Division, and Information Technology and High Precision Products Division, and has
	demonstrated outstanding management skills since his appointment as a Director of the Company in June 2015 and as
	Representative Director and President and CEO in June 2018. The Company has therefore judged him to be an
	appropriate candidate to achieve sustainable enhancement of its corporate value.
(Notes) 1.	There is no special interest between Tadao Ohtani and the Company.

2. The number of shares held as listed above includes the number of shares actually held in the name of the Suncall Officers Stock Ownership Association.

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