瑞光（6279） – Notice of the 59th Annual 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. (Securities Code: 6279) April 26, 2022 To our shareholders: Toyoshi Umebayashi, President ZUIKO Corporation 2-1-2 Saito Hanada, Ibaraki, Osaka Notice of the 59th Annual General Meeting of Shareholders We are pleased to announce the 59th Annual General Meeting of Shareholders of ZUIKO Corporation (the “Company”), which will be held as described below. To prevent the spread of COVID-19 and ensure the safety of our shareholders, we ask that shareholders refrain from attending this General Meeting in person. Please exercise your voting rights in advance by completing and sending in the enclosed voting form or via the internet. Your completed voting form sent by return mail or your votes exercised via the internet must be received no later than 5:15 p.m. on Monday, May 16, 2022. 1. Date and Time: Tuesday, May 17, 2022, at 10:00 a.m. (JST) 2. Venue: The Company’s Head Office 2-1-2 Saito Hanada, Ibaraki, Osaka (On November 17, 2021, the Head Office relocated to Ibaraki, Osaka from Settsu, Osaka. The place of the Meeting shown above is in the new location.) 3. Purpose of the Meeting Matters to be reported 1. Business Report, Consolidated Financial Statements, and results of audits by the Financial Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements for the Company’s 59th Fiscal Year (February 21, 2021 to February 20, 2022) 2. Non-consolidated Financial Statements for the Company’s 59th Fiscal Year (February 21, 2021 to February 20, 2022) Matters to be resolved Proposal No. 1: Proposal No. 2: Proposal No. 3: Appropriation of Surplus Amendment to the Articles of Incorporation Election of Six Directors When attending the meeting, please submit the enclosed voting form at the reception of the meeting venue. “Systems to Ensure Properness of Business Operations and Operational Status of Such Systems,” “Consolidated Statement of Changes in Equity,” “Notes to Consolidated Financial Statements,” “Non-consolidated Statement of Changes in Equity,” and “Notes to Non-consolidated Financial Statements” are posted on the Company’s website in accordance with laws and regulations, and Article 15 of the Company’s Articles of Incorporation, and are not attached to this notice of convocation. The attached documents of this notice of convocation are part of the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit & Supervisory Board Members and the Financial Auditor in preparation of their audit reports. In the event that the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements require revisions, the revised versions will be posted on the Company’s website (https://www.zuiko.co.jp/). – 1 – Reference Documents for the General Meeting of Shareholders Appropriation of Surplus Proposals and Reference Information Proposal No. 1: The Company, while working to continuously enhance its corporate value, considers returns of profits to shareholders to be a policy of the utmost importance as it manages its business. Based on this fundamental stance, we consider dividends of surplus to be returns on invested capital from shareholders, and thus the profits are divided basically according to consolidated business results. With the consolidated dividend payout ratio of 30 percent as a target, we aim to achieve steady and continued growth. With regard to internal reserves, we plan to become more cost-competitive than ever to create stronger systems for engineering and manufacturing development designed to meet market needs in preparation for possible changes in the business environment in years to come. We also intend to efficiently invest in the implementation of our global strategies. Accordingly, the year-end dividend for the fiscal year ended February 20, 2022 shall be a common dividend of ¥10 per share. Year-end dividend and the aggregate amount (1) Type of dividend property Cash (2) Allotment of dividend property to shareholders and the aggregate amount ¥10 per common share of the Company Total payment: ¥262,893,120 (3) Effective date of dividend of surplus May 18, 2022 If this Proposal is approved and adopted as originally proposed, the annual dividend will be ¥16.20 in total, comprising an interim dividend of ¥6.20 and a year-end dividend of ¥10. – 2 – Amendment to the Articles of Incorporation Proposal No. 2: 1. Reasons for the proposal Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation in preparation for the introduction of the system for providing informational materials for the general meeting of shareholders in electronic format. (1) Article 15, paragraph 1 in “Proposed Amendments” below will stipulate that the Company shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. (2) Article 15, paragraph 2 in “Proposed Amendments” below will establish the provision to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents. (3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will no longer be required, they will be deleted. (4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions Current Articles of Incorporation Proposed Amendments (The amended portions are underlined.) (Deleted) regarding the effective date, etc. will be established. 2. Details of the amendment The details of the amendments are as follows: (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) Article 15 When the Company convenes a general meeting of shareholders, if it discloses information that is to be stated or presented in the reference documents for the general meeting of shareholders, business report, financial statements and consolidated financial statements through the internet in accordance with the provisions prescribed by the Ministry of Justice Order, it may be deemed that the Company has provided this information to shareholders. (Newly established) (Measures, Etc. for Providing Information in Electronic Format) Article 15 1. When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. 2. Among items for which the measures for providing information in electronic format will be taken, the Company may exclude all or some of those items designated by the Ministry of Justice Order from statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. (Newly established) (Supplementary Provisions) 1. The amendment to the Articles of Incorporation pertaining to Article 15 shall be effective from September 1, 2022, which – 3 – is the date of enforcement of the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 (hereinafter referred to as the “Date of of 2019) Enforcement”). 2. Notwithstanding the provision of the preceding paragraph, Article 15 of the Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) shall remain effective regarding any general meeting of shareholders held on a date within six months from the Date of Enforcement. 3. These Supplementary Provisions shall be deleted on the date when six months have elapsed from the Date of Enforcement or three months have elapsed from the date of the general the preceding paragraph, in meeting of shareholders whichever is later. – 4 – Election of Six Directors Proposal No. 3: The terms of office of all six Directors will expire at the conclusion of this meeting. Therefore, the Company proposes the election of six Directors (including two outside Directors). These candidates were nominated after consultation with the Executive Appointment and Remuneration Advisory Board chaired by the independent lead outside Director. The majority of the members of this Board are outside Directors. With the approval of the election of the six Directors presented below, the Company intends to build a management structure equipped with a speedy and appropriate business execution function for further growth and a sound and highly transparent corporate governance function. The candidates for Director, including those for outside Director, are as follows: Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company 1 2 Number of the Company’s shares owned 25,300 Toyoshi Umebayashi (September 29, 1963) [Re-election] Apr. 1990 Apr. 2002 May 2003 Apr. 2009 Jan. 2011 Mar. 2018 May 2018 May 2020 Joined the Company General Manager of Design Department Director and General Manager of Design Department Director of ZUIKO (SHANGHAI) CORPORATION (current position) Director of the Company Vice President, Executive Officer and COO Vice President & COO President & CEO (current position) Feb. 1998 Dec. 2003 [Reasons for nomination as candidate for Director] As President of the Company, Toyoshi Umebayashi provides strong leadership in pursuing our medium-term management plan. Mr. Umebayashi has a long track record in our Group’s businesses and management, together with a wide range of insights. As a Director of the Company, he has contributed to the growth and development of our Group for many years. We believe that Mr. Umebayashi is well qualified to continue enhancing the Company’s corporate value. For this reason, we renominated him as a candidate for Director. Joined the Company Seconded to ZUIKO (SHANGHAI) CORPORATION Vice President President (current position) Executive Officer of the Company Director and Executive Officer Chairman of ZUIKO (SHANGHAI) CORPORATION (current position) Director and Executive Officer of the Company General Manager of Asia Area Division Director General Manager of Asia Area Division Director General Manager of Global Division Director (current position) May 2013 May 2015 May 2016 May 2017 June 2017 Yi Jo (June 28, 1974) [Re-election] Mar. 2018 May 2020 May 2018 May 2021 – [Reasons for nomination as candidate for Director] Yi Jo laid the foundation for the Company’s Chinese base, and has demonstrated strong leadership in driving the growth of its China business. Given that his management capabilities will contribute to energizing the Board of Directors of the Company, we believe that Mr. Jo is well qualified to continue enhancing the Company’s corporate value. For this reason, we renominated him as a candidate for Director. – 5 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned [Reasons for nomination as candidate for Director] Noboru Wada has worked as President as well as Director and Chairman of the Company since 2008. He has been proactively providing opinions and suggestions on important matters for the Company’s management such as the creation of new frameworks including overseas expansion. With the experience and knowledge that can be drawn upon to supervise the execution of business, we believe that Mr. Wada is well qualified to continue enhancing the Company’s corporate value. For this reason, we renominated him as a candidate for Director. Apr. 1979 Feb. 1999 June 2000 May 2001 Mar. 2003 Aug. 2003 Sept. 2006 May 2008 Apr. 2009 June 2017 Mar. 2018 May 2018 May 2020 May 2021 Sept. 1996 May 1999 July 1999 Apr. 2004 July 2006 Apr. 2008 June 2010 Apr. 2016 Jan. 2022 Joined the Company General Manager of President’s Office Director and General Manager of President’s Office Director of ZUIKO (SHANGHAI) CORPORATION Director of the Company President of ZUIKO MEDICAL CORPORATION President of the Company Chairman of ZUIKO (SHANGHAI) CORPORATION Director President, Executive Officer and CEO of the Company President & CEO Director and Chairman Director (current position) Joined Nikko Securities Co., Ltd. (currently SMBC Nikko Securities Inc.) President of Asia Hong Kong Joined Tokyo-Mitsubishi Securities (currently Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.) Vice President of Mitsubishi Securities International (London) plc General Manager of 1st Division of investment bank, Headquarters General Manager of Equity Sales Division General Manager of Solution Group Standing Audit & Supervisory Board Member of KOKUSAI Asset Management Co., Ltd. (currently Mitsubishi UFJ Kokusai Asset Management Co., Ltd.) General Manager of Asia Area Division President and Representative Director of Consulting Office ASADA Inc. Joined the Company General Manager of Corporate Strategy Department (current position) 126,680 – Noboru Wada (September 2, 1969) [Re-election] Norihiro Asada (December 14, 1956) [New election] 3 4 [Reasons for nomination as candidate for Director] Norihiro Asada has utilized his experience at securities companies for over 30 years, and has not only improved current operations for the Company’s accounting and finance as a consultant at Consulting Office ASADA Inc. from June 1, 2020 until December 31, 2021, but has also given advice related to medium- to long-term initiatives from a higher perspective. After joining the Company, he has concentrated on areas such as planning and promotion of IR activities, and has worked to enhance corporate value. Furthermore, as he has experience working overseas as well as management experience, we believe that Mr. Asada is well qualified to enhance the Company’s corporate value. For this reason, we nominated him as a candidate for Director. – 6 – 5 6 – – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned Masakatsu Hioki (July 30, 1950) Candidate for outside Director [Re-election] Apr. 1975 Apr. 2004 Apr. 2008 July 2012 June 2014 Nov. 2014 Apr. 2015 May 2016 Nov. 2021 Joined Komatsu Ltd. Executive Officer Senior Executive Officer (Jomu) Advisor Outside Director of THK CO., LTD. (current position) Outside Director of Sukiya Headquarters Co., Ltd. (currently Sukiya Co., Ltd.) (current position) Visiting Professor of Ritsumeikan University Business School Outside Director of the Company (current position) Director of ZUIKO (SHANGHAI) CORPORATION (current position) [Reasons for nomination as candidate for Outside Director and outline of expected roles] Masakatsu Hioki has acquired advanced insight about management, human resources and general affairs, along with a wealth of experience, through the years he worked at a global company. Mr. Hioki actively offers opinions based on these insight and experience at the meetings of the Board of Directors, playing an appropriate role as our outside Director, which includes supervising the execution of business. He also attends the meetings of the Executive Appointment and Remuneration Advisory Board as Chairman to actively provide his opinions. We expect Mr. Hioki to continue objectively supervising the Company’s management in a capacity independent from executives. For this reason, we renominated him as a candidate for outside Director. Michio Sasaki (March 7, 1957) Candidate for outside Director [Re-election] Mar. 1982 June 1999 Dec. 2000 Dec. 2010 May 2017 June 2018 Nov. 2018 Nov. 2020 Joined Lead Electric Co., Ltd. (currently KEYENCE CORPORATION) Director, General Manager of APSULT Business Department and General Manager of Business Promotion Department President Director and Special Advisor Outside Director of the Company (current position) Corporate Director (Outside Director) of Tokyo Electron Ltd. (current position) Independent Outside Director of SHIFT Inc. Director and Vice President (current position) [Reasons for nomination as candidate for Outside Director and outline of expected roles] Michio Sasaki has acquired advanced insight about the sales and marketing areas, along with a wealth of experience, through the years he worked at a global company. He also has insight and experience, among others, necessary for a corporate manager to make multifaceted management decisions. Mr. Sasaki actively offers opinions based on these insight and experience at the meetings of the Board of Directors, playing an appropriate role as our outside Director, which includes supervising the execution of business. He also attends the meetings of the Executive Appointment and Remuneration Advisory Board as a member to actively provide his opinions. We expect Mr. Sasaki to continue objectively supervising the Company’s management in a capacity independent from executives. For this reason, we renominated him as a candidate for outside Director. Notes: 1. There is no special interest between any of the candidates and the Company. 2. The Company has entered into a directors and officers liability insurance policy with an insurance company whose content is summarized below. Each of the candidates, other than Norihiro Asada, is already an insured under the policy and will continue to be such when they are reelected. Furthermore, if Mr. Asada is elected, he will be an insured under the policy. We plan to renew this insurance policy, with the content unchanged, before their terms end. (i) Actual portion of insurance premiums borne by the insureds The insurance premiums, including those for special clauses, are borne by the Company, and there are no insurance premiums actually borne by the insureds. (ii) Summary of insurance incidents covered The policy, including special clauses, covers losses and court costs that may arise from the insured’s assumption of liability incurred in the course of the performance of duties as an officer or a person at a certain position, or receipt of – 7 – claims pertaining to the pursuit of such liability. However, there are certain reasons for coverage exclusion, such as performance of an illegal act with full knowledge of its illegality. 3. Candidates for outside Director (1) Independence as outside Director There is no business relationship between the Group and any of the companies at which Masakatsu Hioki and Michio Sasaki hold concurrent positions as executives. Therefore, we have determined that they have sufficient independence without the risk of conflicts of interest with general shareholders according to the independence standards set by the Company (please see [Reference] Independence Standards for Outside Directors, presented later in the document). (2) Officers of the Company’s subsidiary Masakatsu Hioki is a Director of ZUIKO (SHANGHAI) CORPORATION, a subsidiary of the Company. Mr. Hioki does not have the authority over business execution at ZUIKO (SHANGHAI) CORPORATION. (3) Limited liability agreements with outside Directors The Company has entered into an agreement with Masakatsu Hioki and Michio Sasaki to limit the liability for damages stipulated in Article 423, paragraph (1) of the Companies Act, pursuant to the provisions of Article 427, paragraph (1) of the Companies Act and the Articles of Incorporation of the Company. If their re-election is approved, the Company intends to continue the above agreement with them. The maximum amount of liability for damages under this agreement is the minimum liability amount provided for under laws and regulations. (4) Tenure as outside Director of the Company Mr. Hioki and Mr. Sasaki will have served as outside Directors of the Company for six years and five years, respectively, at the conclusion of this meeting. 4. The Company has submitted notification to the Tokyo Stock Exchange that Mr. Hioki and Mr. Sasaki have been designated as independent officers as provided for by the aforementioned exchange. If Mr. Hioki and Mr. Sasaki are re-elected, the Company intends to continue to designate them as independent officers accordingly. – 8 – [Reference] Independence Standards for Outside Directors The Board of Directors of the Company has established the following independence standards for outside Directors in order to ensure that candidates who are capable of contributing to open, lively, and constructive discussions at board meetings are nominated. 1 Basic stance The term “independent outside Director” shall refer to an outside Director without the risk of causing conflicts of interest with the Company’s general shareholders. If a person may be significantly controlled by the Company’s senior management, or if he or she may have significant control over the Company’s senior management, the Company judges that he or she does not have the independence because it may cause conflicts of interest with general shareholders. 2 Independence standards Considering the basic stance stated in 1 above, a person who falls under any of the following is judged not to be independent. (1) Person who does business with the Company or any of its subsidiaries as a major business partner, or an executive thereof The definition refers to a business partner or an executive thereof with whom the Company or any of its subsidiaries has a business relationship that may have a significant influence on the business partner’s decision-making. More specifically, the definition includes the said business partner if sales from transactions with the Company or any of its subsidiaries make up 5 percent or more of the business partner’s sales. Each year, the Company looks into the business relationship that the Company and/or any of its subsidiaries has with the corporation where a candidate for outside Director holds a concurrent position (as an executive) in order to make a judgment about the independence of the candidate. The Company’s department in charge of transactions with the said corporation directly contacts the corporation to make inquiries, and/or takes any other relevant actions, as a means of this examination. (2) Major business partner of the Company or an executive thereof The definition refers to a business partner or an executive thereof whose business relationship with the Company may have a significant influence on the Company’s decision-making. More specifically, the definition includes the said business partner if sales from transactions with the business partner make up 5 percent or more of the Company’s sales. Each year, the Company has a discussion with its department in charge of transactions with the corporation where a candidate for outside Director holds a concurrent position (as an executive) in order to make a judgment about the independence of the candidate. (3) Specialist (consultant, certified public accountant, or lawyer) who, other than executive compensation, receives a large amount of money or other assets (or a person who belongs to a group such as a corporation that receives such money or assets) Whether a specialist receives “a large amount of money or other assets” shall be determined in light of “a large amount of money or other assets” as defined in Article 74, paragraph (4), item (vii)-(d) of the Regulations for Enforcement of the Companies Act, or Article 76, paragraph (4), item (vi)-(d) of the same Regulations. If the total income of the person who receives such money or assets considerably relies on the remuneration from the Company, the remuneration shall be judged to fall within the definition. (4) Person who falls under any of (1) to (3) above in the last one year (5) Spouse or relative within the second degree of kinship of any of the material personnel among the personnel listed below: (a) A person who falls under any of (1) to (4) above; (b) An executive of the Company’s subsidiary; (c) A person who fell under (b) above in the last one year; or (d) A person who was an executive of the Company in the last one year. – 9 – [Reference] Skill Matrix of the Board of Directors as of the Conclusion of This General Meeting Areas of Expertise Particularly Expected of Directors and Audit & Supervisory Board Members Name Position and Responsibility Inde-pendence Management Experience Sales Marketing Production Technological Development Finance and Accounting Corporate Planning Human Resource Development Labor Legal Affairs Governance Risk Management Overseas Operation Toyoshi Umebayashi President & CEO ● ● ● ● Yi Jo Director ● ● ● Noboru Wada Director ● Norihiro Asada Director ● ● Masakatsu Hioki Outside Director ● ● ● ● Michio Sasaki Outside Director ● ● ● Naoshi Iwamuro Takao Takeuchi Keiko Kimura Audit & Supervisory Board Member (full-time) Outside Audit & Supervisory Board Member Outside Audit & Supervisory Board Member ● ● ● ● * The skill matrix above does not show all of the expertise and experience that each Director and Audit & Supervisory Board Member has. ● ● ● – 10 –