セイコーホールディングス（8050） – 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. To Shareholders with Voting Rights: (Stock Exchange Code 8050) June 9, 2022 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: 2. Place: 3. Meeting Agenda: Matters to be reported: Wednesday, June 29, 2022, at 10 a.m. Japan time (The reception desk will open at 9 a.m. Japan time.) Toranomon Hills Forum Hall B Toranomon Hills Mori Tower 4F 23-3, Toranomon 1-chome, Minato-ku, Tokyo, Japan Proposals to be resolved: Proposal 1: Distribution of Surplus 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) Proposal 2: Partial Amendment to the Articles of Incorporation Proposal 3: Election of Nine (9) Directors Proposal 4: Election of One (1) Corporate Auditor – 2 – 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. 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. (2) ・ 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/ – 3 – 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. Distribution date and time 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). Distribution URL 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 Please refrain from recording, photographing, or saving the live streaming. Please do not disclose your ID trouble, or other circumstances. 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. (Live streaming support company) Separately notified to shareholders Contact time Wednesday, June 29, 2022, from 9 a.m. to 12 p.m. Japan time – 4 – 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: (i) “Overview of the system to ensure proper operations and the implementation status thereof” for the Business Report (ii) “Consolidated Statements of Changes in Equity” and “Notes to Consolidated Financial Statements” for Consolidated Financial Statements (iii) “Non-Consolidated Statements 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 writing Deadline: Must reach the Company by 6 p.m. on Tuesday, June 28, 2022, Japan time Please indicate your votes for or against the proposals on the enclosed Voting Rights Exercise Form and return the same so that it is received by the deadline for exercising voting rights. Exercise of voting rights via “Smart Exercise” Deadline: By 6 p.m. on Tuesday, June 28, 2022, Japan time Please scan the “Smart Exercise” QR code displayed on the bottom right of the enclosed Voting Rights Exercise Form via a smartphone or tablet device, and enter your votes for or against the proposals. * Please refer to page 5 for Exercise of voting rights via the Internet Deadline: By 6 p.m. on Tuesday, June 28, 2022, Japan time Access the Company’s designated voting website, and enter your votes for or against the proposals in accordance with the screen instructions. * Please refer to page 5 for details. details. – 5 – 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. * An application or function that can scan QR codes is required. (QR code is a registered trademark of DENSO WAVE INCORPORATED.) 2. Select the voting method There are two ways to exercise your voting rights. 3. When instructing each proposal individually, enter your votes for or against the proposals in accordance with the screen instructions. 4. 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. – 6 – [Translation] Reference Documents for the General Meeting of Shareholders Agenda of the Ordinary General Meeting of Shareholders Proposal 1: Distribution of surplus The Company has a policy to provide consistent dividend payments while considering the consolidated business results for the fiscal year under review and taking into account the enrichment of internal reserves to strengthen our management foundation. Based on this policy, with regard to the year-end dividend for the fiscal year under review, we hereby propose to distribute the surplus as described below. Matters related to the year-end dividend (1) Type of dividend assets Cash (2) Allotment of dividend property to shareholders and its total amount Amount per common share: 25 yen Total amount of dividends: 1,033,589,475 yen Note: As the Company has already paid an interim dividend of 25 yen per share, the annual dividend for the 161st fiscal year will be 50 yen per share. (3) Effective date of distribution of surplus June 30, 2022 Proposal 2: Partial amendment to the Articles of Incorporation – 7 – Reason for proposal (1) The business environment surrounding the Company Group is changing rapidly and there is an urgent need to establish a structure to strengthen and develop the Group’s comprehensive capabilities. Under such circumstances, the Company proposes to amend its trade name stipulated in Article 1 of the current Articles of Incorporation for the purpose of transforming from a holding company structure that mainly administers the management of each business segment to a holding company structure that strengthens mutual use of management resources of each business segment and supports innovation creation. Supplementary provisions are established to the effect that the amendments will take effect on October 1, 2022, and the supplementary provisions will be deleted on the same date. The amended provisions prescribed in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows. (i) The proposed Article 16, paragraph 1 provides that information contained in the Reference Documents for the General Meeting of Shareholders, etc. shall be provided electronically. (ii) The proposed Article 16, paragraph 2 establishes a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it. (iii) Article 16 of the current Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, etc.) will become unnecessary and will therefore be deleted. (iv) In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established. The Company will make necessary changes to Article 19 (Minutes of the General Meetings of Shareholders), Article 30 (Minutes of the Board of Directors Meetings), and Article 40 (Minutes of the Board of Corporate Auditors Meetings) of the current Articles of Incorporation to enable the preparation of electronic records of the minutes of General Meetings of Shareholders, Board of Directors meetings, and Board of Corporate Auditors meetings. Current Articles of Incorporation CHAPTER I GENERAL PROVISIONS (Trade Name) Article 1 The Company shall be called Seiko Holdings Kabushiki Kaisha, and the name in English shall be SEIKO HOLDINGS CORPORATION. (Underlines denote amendments.) Proposed Amendment CHAPTER I GENERAL PROVISIONS (Trade Name) Article 1 The Company shall be called Seiko Group Kabushiki Kaisha, and the name in English shall be SEIKO GROUP CORPORATION. (2) (3) – 8 – Current Articles of Incorporation CHAPTER III GENERAL MEETING OF SHAREHOLDERS (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, etc.) Article 16 When convening general meetings of shareholders, the Company may be deemed to have provided information relating to matters that should be stated or indicated in reference documents for general meetings of shareholders, business reports, financial statements, and consolidated financial statements to shareholders by disclosing such information through methods which use the Internet in accordance with the Ordinance for Enforcement of the Companies Act and Corporate Accounting Rules. (Newly established) (Minutes of the General Meetings of Shareholders) Article 19 Minutes of the general meetings of shareholders shall be prepared in writing and kept by the Company in accordance with the provisions of applicable laws and regulations. Proposed Amendment CHAPTER III GENERAL MEETING OF SHAREHOLDERS (Omitted) (Measures for Electronic Provision, etc.) Article 16 1. The Company shall, when convening general meetings of shareholders, provide information contained in reference documents for general meetings of shareholders, etc. electronically. 2. Among the matters to be provided electronically, the Company may choose not to include all or part of the matters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested it by the record date for voting rights. (Minutes of the General Meetings of Shareholders) Article 19 Minutes of the general meetings of shareholders shall be prepared in writing or electronically and kept by the Company in accordance with the provisions of applicable laws and regulations. – 9 – Current Articles of Incorporation CHAPTER IV DIRECTORS AND BOARD OF DIRECTORS (Minutes of the Board of Directors Meetings) Article 30 Minutes of the Board of Directors meetings shall be prepared in writing in accordance with the provisions of the applicable laws and regulations, and kept by the Company after the Directors and Corporate Auditors present thereat have affixed their names and seals thereto. CHAPTER V CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS (Minutes of the Board of Corporate Auditors Meetings) Article 40 Minutes of the Board of Corporate Auditors meetings shall be prepared in writing in accordance with the provisions of the applicable laws and regulations, and kept by the Company after the Corporate Auditors present thereat have affixed their names and seals thereto. (Newly established) Proposed Amendment CHAPTER IV DIRECTORS AND BOARD OF DIRECTORS (Minutes of the Board of Directors Meetings) Article 30 Minutes of the Board of Directors meetings shall be prepared in writing or electronically in accordance with the provisions of the applicable laws and regulations, and kept by the Company after the Directors and Corporate Auditors present thereat have affixed their names and seals or electronically signed thereto. CHAPTER V CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS (Minutes of the Board of Corporate Auditors Meetings) Article 40 Minutes of the Board of Corporate Auditors meetings shall be prepared in writing or electronically in accordance with the provisions of the applicable laws and regulations, and kept by the Company after the Corporate Auditors present thereat have affixed their names and seals or electronically signed thereto. Supplementary provisions Article 1 Amendments to Article 1 shall take effect as of October 1, 2022. Article 1 of these supplementary provisions shall be deleted after the lapse of the effective date of such amendments. Article 2 1. Amendments to Article 16 shall take effect on September 1, 2022, the effective date of the amended provisions prescribed in the proviso of Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (hereinafter referred to as the “Effective Date”). 2. Notwithstanding the preceding paragraph, Article 16 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, etc.) shall remain in effect for a general meeting of shareholders held within six (6) months from the Effective Date. – 10 – Current Articles of Incorporation Proposed Amendment 3. Article 2 of these supplementary provisions shall be deleted on the date when six (6) months have elapsed from the Effective Date or three (3) months have elapsed from the date of the general meeting of shareholders in the preceding paragraph, whichever comes later. Proposal 3: Election of Nine (9) Directors – 11 – The terms of office of all eleven (11) Directors will expire at the closing of this General Meeting of Shareholders. In addition, the Company intends to introduce the system of executive officer (senior vice president) on June 29, 2022 for the purpose of strengthening supervisory functions of the Board of Directors and accelerating the execution of business, by separating management decision-making and supervision from the execution of business. Accordingly, the Company proposes to reduce the number of Directors by two (2) and elect nine (9) Directors. The candidates for Director are as follows. Candidate No. Name Gender Positions and responsibilities at the Company 1 Reappointed Shinji Hattori 2 3 4 Reappointed Shuji Takahashi Newly Appointed Akio Naito Newly Appointed Takahiro Naito 5 Reappointed Jun Sekine 6 Reappointed Shimesu Takizawa Male Chairman & Group CEO Group Chief Culture Officer (Group CCO) Male President ― ― Male Male Male Male Director in charge of IT Planning and DX Business Promotion 10 out of 10 meetings (100.0%) Executive Director in charge of Financial Management and Real Estate Management General Manager of the Financial Management Department Attendance at the Board of Directors meetings 13 out of 13 meetings (100.0%) 13 out of 13 meetings (100.0%) ― ― 13 out of 13 meetings (100.0%) 13 out of 13 meetings (100.0%) 13 out of 13 meetings (100.0%) 7 Reappointed Tsuyoshi Nagano Outside Director Independent Director Male Outside Director 8 Reappointed Yasuko Teraura Outside Director Independent Director Female Outside Director 9 Newly Appointed Outside Director Independent Director Male Noboru Saito ― ― – 12 – 1. Number of shares of the Company held: 2,279,289 Shinji Hattori (Date of Birth: January 1, 1953) (Reappointed) (1) (2) (3) Length of service as a Director: 15 years Attendance at the Board of Directors meetings during the fiscal year ended March 31, 2022: 13 out of 13 meetings (100.0%) Career, positions, and responsibilities April 1975 Joined Mitsubishi Corporation July 1984 Joined Seikosha Co., Ltd. January 1996 Director of Seiko Precision Inc. June 2001 President of Seiko Precision Inc. June 2003 President & CEO of SEIKO WATCH CORPORATION June 2007 Director of the Company June 2009 Executive Vice President of the Company April 2010 President of the Company October 2012 Chairman & Group CEO of the Company (to present) June 2015 President & CEO of SEIKO WATCH CORPORATION April 2017 Chairman & CEO of SEIKO WATCH CORPORATION June 2020 Chairman of WAKO Co., Ltd. (to present) June 2020 Group Chief Culture Officer (Group CCO) of the Company (to present) April 2021 Chairman of SEIKO WATCH CORPORATION (to present) Significant concurrent positions: Chairman of SEIKO WATCH CORPORATION Chairman of WAKO Co., Ltd. Reasons for nomination as candidate for director: The Company nominates Mr. Shinji Hattori as a candidate for Director, expecting him to perform full functions as a Board member in the decision-making to execute important business and supervise the other Directors’ execution of their duties by utilizing his wealth of experience and achievement, including the following: (i) having served as President of the Company and its group companies; and (ii) currently being engaged in strategic planning and management direction for the entire Company Group from a medium- to long-term, and global perspective as Chairman & Group CEO of the Company. Special relationship of interest between the Company and the candidate for Director: There is no special relationship of interest between the Company and Mr. Shinji Hattori. (4) (5) (6) (7) – 13 – 2. Number of shares of the Company held: 10,900 Shuji Takahashi (Date of Birth: August 29, 1957) (Reappointed) (1) (2) (3) Length of service as a Director: 9 years Attendance at the Board of Directors meetings during the fiscal year ended March 31, 2022: 13 out of 13 meetings (100.0%) (4) Career, positions, and responsibilities April 1980 Joined the Company February 2011 Senior Vice President of SEIKO WATCH CORPORATION June 2012 Director, Senior Vice President of SEIKO WATCH CORPORATION June 2013 Director of the Company April 2014 June 2015 Director, Executive Vice President of SEIKO WATCH CORPORATION Director, Senior Executive Vice President of SEIKO WATCH CORPORATION June 2016 Executive Director of the Company April 2017 Director of the Company April 2017 President & COO & CMO of SEIKO WATCH CORPORATION June 2021 President of the Company (to present) (5) (6) (7) Significant concurrent positions: ― Reasons for nomination as candidate for director: The Company nominates Mr. Shuji Takahashi as a candidate for Director, expecting him to perform full functions as a Board member in the decision-making to execute important business and supervise the other Directors’ execution of their duties by utilizing his wealth of experience and achievement, including the following: (i) having promoted the Global Brand strategy for the Watches Business as President of SEIKO WATCH CORPORATION; and (ii) currently being engaged in management direction for the Company Group as President of the Company. Special relationship of interest between the Company and the candidate for Director: There is no special relationship of interest between the Company and Mr. Shuji Takahashi. – 14 – 3. Number of shares of the Company held: 9,000 Akio Naito (Date of Birth: November 9, 1960) (Newly Appointed) (1) (2) (3) Length of service as a Director: ― Attendance at the Board of Directors meetings during the fiscal year ended March 31, 2022: ― (4) Career, positions, and responsibilities April 1984 Joined the Company January 2002 Managing Director of SEIKO Australia Pty. Ltd. April 2006 General Manager, Legal & Intellectual Property Department of the Company June 2011 Director of the Company June 2013 Executive Director of the Company June 2016 Director of the Company June 2016 Director, Senior Executive Vice President of SEIKO WATCH CORPORATION October 2018 Chairman & CEO of Grand Seiko Corporation of America (to present) CORPORATION December 2019 Director, Deputy Chief Operating Officer of SEIKO WATCH April 2021 President of SEIKO WATCH CORPORATION (to present) Significant concurrent positions: President of SEIKO WATCH CORPORATION Chairman & CEO of Grand Seiko Corporation of America Reasons for nomination as candidate for director: The Company nominates Mr. Akio Naito as a candidate for Director, expecting him to perform full functions as a Board member in the decision-making to execute important business and supervise the other Directors’ execution of their duties by utilizing his wealth of experience and achievement, including the following: (i) having been engaged mainly in legal affairs, and overseas marketing for the Watches Business as a member of the Company Group since joining the Company; and (ii) currently being engaged in management direction as President of SEIKO WATCH CORPORATION. Special relationship of interest between the Company and the candidate for Director: There is no special relationship of interest between the Company and Mr. Akio Naito. (5) (6) (7) – 15 – 4. Number of shares of the Company held: 2,000 Takahiro Naito (Date of Birth: September 5, 1955) (Newly Appointed) (1) (2) (3) Attendance at the Board of Directors meetings during the fiscal year ended March 31, 2022: ― Length of service as a Director: ― Career, positions, and responsibilities (4) (5) (6) (7) April 1979 Joined Suwa Seikosha Co., Ltd. (currently Seiko Epson Corporation) December 2001 Manager of Hong Kong Branch of Seiko Epson Corporation. October 2006 General Manager of Audit Office of Seiko Epson Corporation. October 2010 General Manager of Watch Business of Seiko Epson Corporation. September 2015 Director of SEIKO WATCH CORPORATION June 2016 Senior Vice President, Director of SEIKO WATCH CORPORATION April 2019 Senior Vice President of Seiko Instruments Inc. April 2019 General Manager, Motion Device Business of Seiko Instruments Inc. June 2019 Director of Seiko Instruments Inc. April 2020 General Manager, Precision Device Business of Seiko Instruments Inc. June 2020 Director, Executive Vice President of Seiko Instruments Inc. April 2021 Director, Senior Executive Vice President of Seiko Instruments Inc. April 2022 President of Seiko Instruments Inc. (to present) Significant concurrent positions: President of Seiko Instruments Inc. Reasons for nomination as candidate for director: The Company nominates Mr. Takahiro Naito as a candidate for Director, expecting him to perform full functions as a Board member in the decision-making to execute important business and supervise the other Directors’ execution of their duties by utilizing his wealth of experience and achievement, including the following: (i) having held key positions at the precision device companies; (ii) having been engaged mainly in the precision device business and motion device business since being appointed as Senior Vice President of Seiko Instruments Inc. in April 2019 and having a broad range of knowledge and experience regarding its businesses; and (iii) currently being engaged in management direction as President of Seiko Instruments Inc. Special relationship of interest between the Company and the candidate for Director: There is no special relationship of interest between the Company and Mr. Takahiro Naito. – 16 – 5. Number of shares of the Company held: 1,800 Jun Sekine (Date of Birth: October 1, 1959) (Reappointed) (1) (2) (3) Length of service as a Director: 1 year Attendance at the Board of Directors meetings during the fiscal year ended March 31, 2022: 10 out of 10 meetings (100.0%) (4) (5) (6) (7) Career, positions, and responsibilities April 1984 Joined IBM Japan, Ltd. April 1998 Sales Manager, Insurance of IBM Japan, Ltd. June 2002 General Manager, Insurance of IBM Japan, Ltd. January 2006 Managing Director of IBM Japan, Ltd. July 2012 President and Director of ESCCO JAPAN K.K. January 2013 Vice President and General Manager, Strategic Business Division of SAP Japan Co., Ltd. July 2015 Vice President and Chief Customer Officer of SAP Japan Co., Ltd. December 2015 Director and Executive Vice President of SEIKO Solutions Inc. April 2017 President of SEIKO Solutions Inc. (to present) June 2021 Director in charge of IT Planning and DX Business Promotion of the Company (to present) Significant concurrent positions: President of SEIKO Solutions Inc. Reasons for nomination as candidate for director: The Company nominates Mr. Jun Sekine as a candidate for Director, expecting him to perform full functions as a Board member in the decision-making to execute important business and supervise the other Directors’ execution of their duties by utilizing his wealth of experience and achievement, including the following: (i) having extensive knowledge and a wide-ranging network in the IT industry from having served as a management member of foreign-affiliated IT corporations; and (ii) currently being engaged in management direction as President of SEIKO Solutions Inc. and being in charge of IT Planning and DX Business Promotion as a Director of the Company. Special relationship of interest between the Company and the candidate for Director: There is no special relationship of interest between the Company and Mr. Jun Sekine. – 17 – 6. Number of shares of the Company held: 3,600 Shimesu Takizawa (Date of Birth: July 2, 1963) (Reappointed) (1) (2) (3) Length of service as a Director: 6 years Attendance at the Board of Directors meetings during the fiscal year ended March 31, 2022: 13 out of 13 meetings (100.0%) Career, positions, and responsibilities April 1987 Joined the Company August 1993 Seconded to SEIKO U.K. Limited June 2010 General Manager, Finance & Accounting Department of the Company June 2016 Director of the Company June 2018 Outside Director of Jedat Inc. (to present) June 2019 Executive Director of the Company (to present) April 2022 In charge of Financial Management and Real Estate Management, and General Manager, Financial Management Department of the Company (to present) Significant concurrent positions: Outside Director of Jedat Inc. Reasons for nomination as candidate for director: The Company nominates Mr. Shimesu Takizawa as a candidate for Director, expecting him to perform full functions as a Board member in the decision-making to execute important business and supervise the other Directors’ execution of their duties by utilizing his wealth of experience and achievement, including the following: (i) having been engaged mainly in finance & accounting, and corporate strategy planning as a member of the Company Group since joining the Company; and (ii) currently being in charge of financial management and real estate management as Executive Director of the Company. Special relationship of interest between the Company and the candidate for Director: There is no special relationship of interest between the Company and Mr. Shimesu Takizawa. (4) (5) (6) (7) – 18 – 7. Number of shares of the Company held: 8,400 Tsuyoshi Nagano (Date of Birth: November 9, 1952) (Reappointed) (Outside Director) (Independent Director) (1) (2) (3) Length of service as a Director: 3 years Attendance at the Board of Directors meetings during the fiscal year ended March 31, 2022: 13 out of 13 meetings (100.0%) (4) Career, positions, and responsibilities April 1975 Joined Tokio Marine & Fire Insurance Co., Ltd. June 2003 Executive Officer and General Manager of Nagoya Production Dept. III, Tokai Division of Tokio Marine & Fire Insurance Co., Ltd. October 2004 Executive Officer and General Manager of Nagoya Production Dept. III of Tokio Marine & Nichido Fire Insurance Co., Ltd. Managing Executive Officer of Tokio Marine & Nichido Fire Insurance Co., Ltd. Managing Director of Tokio Marine & Nichido Fire Insurance Co., Ltd. June 2008 Director of Tokio Marine Holdings, Inc. Senior Managing Director of Tokio Marine & Nichido Fire Insurance Co., Ltd. Senior Managing Director of Tokio Marine Holdings, Inc. Executive Vice President of Tokio Marine & Nichido Fire Insurance Co., Ltd. June 2012 Executive Vice President of Tokio Marine Holdings, Inc. President & Chief Executive Officer of Tokio Marine & Nichido Fire Insurance Co., Ltd. President & Chief Executive Officer of Tokio Marine Holdings, Inc. Chairman of the Board Tokio Marine & Nichido Fire Insurance Co., Ltd. (retired in June 2019) Chairman of the Board of Tokio Marine Holdings, Inc. (to present) June 2006 June 2008 June 2010 June 2011 June 2012 June 2013 June 2013 April 2016 June 2019 (5) (6) June 2019 Outside Director of the Company (to present) Significant concurrent positions: Chairman of the Board of Tokio Marine Holdings, Inc. Reasons for nomination as candidate for Outside Director and the overview of expected roles: The Company nominates Mr. Tsuyoshi Nagano as a candidate for Outside Director, expecting him to contribute to strengthening supervisory functions over the execution of business and provide advice from a wide-ranging management perspective based on – 19 – (7) his extensive experience and high insight cultivated in his career as a management member of corporations over many years. Special relationship of interest between the Company and the candidate for Outside Director and the candidate’s independence from the Company: There is no special relationship of interest between the Company and Mr. Tsuyoshi Nagano. Mr. Nagano is currently serving as Chairman of the Board of Tokio Marine Holdings, Inc. The Tokio Marine Group and the Company Group have transactions related to insurance contracts. However, these transactions constitute less than one percent of consolidated ordinary income (equivalent to consolidated net sales) of Tokio Marine Holdings, Inc. and the Company’s consolidated net sales, and is thus insignificant. Mr. Tsuyoshi Nagano satisfies the requirements of an independent director under the rules of the Tokyo Stock Exchange, and has been reported thereto as an independent director. If his appointment is approved at this Ordinary General Meeting of Shareholders, he will continue to serve as an independent director. – 20 – Number of shares of the Company held: 500 Yasuko Teraura (Date of Birth: October 16, 1970) (Reappointed) (Outside Director) (Independent Director) (1) (2) (3) Length of service as a Director: 3 years Attendance at the Board of Directors meetings during the fiscal year ended March 31, 2022: 13 out of 13 meetings (100.0%) Career, positions, and responsibilities April 2000 Registered as an attorney October 2006 Certified as a New York State attorney March 2010 Established Endeavour Law Office, Partner Attorney of Endeavour Law Office (to present) June 2014 Outside Director of Neturen Co., Ltd. (to present) June 2019 Outside Director of the Company (to present) Significant concurrent positions: Partner Attorney of Endeavour Law Office Outside Director of Neturen Co., Ltd. (scheduled to retire in June 2022) Reasons for nomination as candidate for Outside Director and the overview of expected roles: The Company nominates Ms. Yasuko Teraura as a candidate for Outside Director, expecting her to contribute to strengthening supervisory functions over the execution of business and provide advice by leveraging her legal expertise based on her extensive knowledge and experience cultivated over many years as an attorney. Although Ms. Teraura does not have any previous experience of being involved in corporate management other than through serving as an Outside Director, the Company has determined that she is capable of appropriately performing the duties of an Outside Director based on the aforementioned reasons. Special relationship of interest between the Company and the candidate for Outside Director and the candidate’s independence from the Company: There is no special relationship of interest between the Company and Ms. Yasuko Teraura. Ms. Yasuko Teraura satisfies the requirements of an independent director under the rules of the Tokyo Stock Exchange. If her appointment is approved at this Ordinary General Meeting of Shareholders, she will continue to serve as an independent director. (4) (5) (6) (7) 8. – 21 – 9. Number of shares of the Company held: 0 Noboru Saito (Date of Birth: August 8, 1961) (Newly Appointed) (Outside Director) (Independent Director) (1) (2) (3) Length of service as a Director: ― Attendance at the Board of Directors meetings during the fiscal year ended March 31, 2022: ― Career, positions, and responsibilities (4) (5) (6) (7) April 1986 Joined Burroughs Corporation (currently BIPROGY Inc.) April 2004 April 2009 April 2010 April 2012 April 2013 April 2016 June 2016 April 2020 General Manager, Industry & Commerce 2 of Nihon Unisys, Ltd. (currently BIPROGY Inc.) General Manager, Industry & Commerce of Nihon Unisys, Ltd. (currently BIPROGY Inc.) General Manager, Industry & Commerce 2 of Nihon Unisys, Ltd. (currently BIPROGY Inc.) General Manager, Business Services of Nihon Unisys, Ltd. (currently BIPROGY Inc.) Corporate Officer of Nihon Unisys, Ltd. (currently BIPROGY Inc.) Senior Corporate Officer of Nihon Unisys, Ltd. (currently BIPROGY Inc.) Director, Senior Corporate Officer of Nihon Unisys, Ltd. (currently BIPROGY Inc.) Representative Director, Executive Corporate Officer of Nihon Unisys, Ltd. (currently BIPROGY Inc.) (to present) Significant concurrent positions: Representative Director, Executive Corporate Officer of BIPROGY Inc. Reasons for nomination as candidate for Outside Director and the overview of expected roles: The Company nominates Mr. Noboru Saito as a candidate for Outside Director, expecting him to contribute to strengthening supervisory functions over the execution of business and provide advice from a wide-ranging management perspective based on his extensive experience and high insight cultivated in his career as a management member of corporations over many years. Special relationship of interest between the Company and the candidate for Outside Director and the candidate’s independence from the Company: There is no special relationship of interest between the Company and Mr. Noboru Saito. Mr. Saito is currently serving as Representative Director, Executive Corporate Officer of BIPROGY Inc. The BIPROGY Group and the Company Group have transactions in the Systems Solutions Business. However, these transactions constitute less than one – 22 – percent of BIPROGY Inc. and the Company’s consolidated net sales, and is thus insignificant. Mr. Noboru Saito satisfies the requirements of an independent director under the rules of the Tokyo Stock Exchange, and will be reported thereto as an independent director, if his appointment is approved at this Ordinary General Meeting of Shareholders. Note 1: The Company entered into an agreement with Mr. Tsuyoshi Nagano and Ms. Yasuko Teraura to limit liability for damages set forth in Article 423, paragraph 1 of the Companies Act, pursuant to Article 427, paragraph 1 thereof. The limit on the liability for damages under the said agreement will be the minimum limit of liability prescribed in Article 425, paragraph 1 of the Companies Act. If their appointment is approved, the Company will continue the aforementioned liability limitation agreement with them. If the appointment of Mr. Noboru Saito is approved, the Company plans to enter into a similar agreement with Mr. Saito. Note 2: The Company has entered into a directors and officers liability insurance (D&O insurance) policy with an insurance company, with all Directors of the Company as the insured, as prescribed in Article 430-3, paragraph 1 of the Companies Act. The details of the insurance policy are as described in the Business Report (page 44). If the appointment of the candidates is approved, each candidate will be included as an insured under the insurance policy. The Company plans to renew the insurance policy with the same conditions during the term of office of each candidate. – 23 – Proposal 4: Election of One (1) Corporate Auditor The Company proposes the election of one (1) Corporate Auditor to replace Mr. Tomoyasu Asano, Corporate Auditor, who will retire from office by voluntary resignation at the closing of this Ordinary General Meeting of Shareholders. The Company has obtained consent from the Board of Corporate Auditors with regard to this proposal. The candidate for Corporate Auditor is as follows. Kenji Sakurai (Date of Birth: August 17, 1959) (Newly Appointed) (Outside Corporate Auditor) (Independent Corporate Auditor) (1) (2) (3) Number of shares of the Company held: 0 Length of service as a Corporate Auditor: ― Attendance at the Board of Directors meetings during the fiscal year ended March 31, 2022: ― Attendance at the Board of Corporate Auditors meetings during the fiscal year ended March 31, 2022: ― (4) Career and positions April 1982 Joined The Dai-ichi Mutual Life Insurance Company April 2008 Executive Officer of The Dai-ichi Mutual Life Insurance Company April 2011 Managing Executive Officer of The Dai-ichi Life Insurance Company, Limited June 2014 April 2015 Director, Managing Executive Officer of The Dai-ichi Life Insurance Company, Limited Director, Senior Managing Executive Officer of The Dai-ichi Life Insurance Company, Limited October 2016 Senior Managing Executive Officer of Dai-ichi Life Holdings, Inc. October 2016 Representative Director, Senior Managing Executive Officer of The Dai-ichi Life Insurance Company, Limited April 2017 Vice President of Dai-ichi Life Holdings, Inc. April 2017 Representative Director, Vice President of The Dai-ichi Life Insurance Company, Limited (retired in March 2020) April 2021 Director of Dai-ichi Life Holdings, Inc. (retired in June 2021) June 2021 Representative Director, President of THE DAI-ICHI BUILDING CO., LTD. (to present) (5) (6) (7) – 24 – Significant concurrent positions: Representative Director, President of THE DAI-ICHI BUILDING CO., LTD. Reasons for nomination as candidate for Outside Corporate Auditor: The Company nominates Mr. Kenji Sakurai as a candidate for Outside Corporate Auditor, expecting him to perform appropriate audit functions based on his extensive experience and high insight cultivated in his career as a management member of corporations over many years. Special relationship of interest between the Company and the candidate for Outside Corporate Auditor and the candidate’s independence from the Company: There is no special relationship of interest between the Company and Mr. Kenji Sakurai. Mr. Sakurai is currently serving as Representative Director, President of THE DAI-ICHI BUILDING CO., LTD. THE DAI-ICHI BUILDING CO., LTD. and the Company Group have transactions related to real estate leases. However, these transactions constitute less than one percent of the net sales of THE DAI-ICHI BUILDING CO., LTD. and the Company’s consolidated net sales, and is thus insignificant. Mr. Sakurai previously worked at Dai-ichi Life Holdings, Inc. However, Mr. Sakurai has not been involved in execution of operations at Dai-ichi Life Holdings, Inc. since he retired from office of Director of the said company in June 2021. The Dai-ichi Life Group and the Company Group have transactions related to insurance contracts. However, these transactions constitute less than one percent of consolidated ordinary revenues (equivalent to consolidated net sales) of Dai-ichi Life Holdings, Inc. and the Company’s consolidated net sales, and is thus insignificant. In addition, the Company Group has borrowed funds from the Dai-ichi Life Group. However, the amount of such borrowings constitutes less than two percent of consolidated total assets of Dai-ichi Life Holdings, Inc. and the Company, and is thus insignificant. Mr. Kenji Sakurai satisfies the requirements of an independent auditor under the rules of the Tokyo Stock Exchange, and will be reported thereto as an independent auditor, if his appointment is approved at this Ordinary General Meeting of Shareholders. – 25 – Note 1: The Company proposes the election of Mr. Kenji Sakurai as a substitute, and his term of office will expire at the closing of the Ordinary General Meeting of Shareholders to be held in 2024, when the term of office of his predecessor will expire, in accordance with Article 35, paragraph 2 of the Company’s Articles of Incorporation. Note 2: From October 2020 to October 2021, it was discovered that a former employee of The Dai-ichi Life Insurance Company, Limited, where Mr. Kenji Sakurai was serving as Representative Director, Vice President, was involved in the improper acquisition of money from customers. Although the aforementioned misconduct occurred in business activities during his time in office, Mr. Sakurai was not directly involved in any of the facts discovered. Mr. Sakurai had already retired from his position as Representative Director, Vice President of the said company at the time he became aware of these facts. However, as a Director of Dai-ichi Life Holdings, Inc., the parent company of the said company, he has fulfilled his responsibilities, including efforts to further strengthen legal compliance initiatives and to prevent any recurrence. Note 3: The Company plans to enter into an agreement with Mr. Kenji Sakurai to limit liability for damages set forth in Article 423, paragraph 1 of the Companies Act, pursuant to Article 427, paragraph 1 thereof, if his appointment is approved at this Ordinary General Meeting of Shareholders. The limit on the liability for damages under the said agreement will be the minimum limit of liability prescribed in Article 425, paragraph 1 of the Companies Act. Note 4: The Company has entered into a directors and officers liability insurance (D&O insurance) policy with an insurance company, with all Corporate Auditors of the Company as the insured, as prescribed in Article 430-3, paragraph 1 of the Companies Act. The details of the insurance policy are as described in the Business Report (page 44). If the appointment of Mr. Kenji Sakurai is approved, he will be included as an insured under the insurance policy. The Company plans to renew the insurance policy with the same conditions during his term of office. – 26 – [For reference] In order to procure the objectivity and transparency of the process to nominate officer candidates and to determine compensation for officers, the Company established the Corporate Governance Committee, a majority of the members of which are independent outside officers, as an advisory body for the Board of Directors. The nomination of the Director candidates listed in Proposal 3 and the Corporate Auditor candidate listed in Proposal 4 were determined by the Board of Directors after being deliberated on by that committee. Name Gender Corporate management Brand culture Marketing Technology Finance & Accounting Legal & Risk management Global Skills and experience President Male Positions after this Meeting (tentative) Chairman & Group CEO Group CCO Director, Senior Executive Vice President Director, Senior Executive Vice President Director, Senior Executive Vice President Director, Executive Vice President Outside Director Outside Director Outside Director Standing Corporate Auditor Standing Corporate Auditor Outside Corporate Auditor Outside Corporate Auditor Outside Corporate Auditor Male Male Male Male Male Male Male Male Male Male Male Male Female Shinji Hattori Shuji Takahashi Akio Naito Takahiro Naito Jun Sekine Shimesu Takizawa Tsuyoshi Nagano Yasuko Teraura Noboru Saito Haruhiko Takagi Takashi Nishimoto Hideki Amano Masatoshi Yano Kenji Sakurai ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ -27-[For reference]Basic Principle of Corporate GovernanceBased on the principle “being a company that is trusted by society”, Seiko Holdings Corporation considers “compliance with relevantlaws and regulations”, “implementation of management transparency and fairness”, and “honoring social ethics” as core business goals. In order to achieve these goals, we will strengthen and promote our corporate governance framework and strive to achieve our group’s sustainable growth and increase corporate value.Basic Policy(1) Securing the Rights and Equal Treatment of Shareholders We strive to develop a necessary environment that effectively ensures the rights of shareholdersincluding voting rights at the general meeting of shareholders, and provide them with necessary information accurately so that they can exercise their rights appropriately. We are also committed to securing equality among shareholders, such as minority shareholders and foreign shareholders.(2) Appropriate Cooperation with Stakeholders other than Shareholders We recognize that our social responsibility is to contribute to the realization of a sustainable society through implementation of our group’s basic principle “being a company that is trusted by society”.Under such recognition, we strive to cooperate appropriately with our various stakeholders, including our shareholders, customers, business partners, members of local communities and employees.(3) Ensuring Appropriate Information Disclosure and Transparency In order to obtain appropriate evaluation from our various stakeholders including our shareholders,and to engage in a constructive dialogue with shareholders, we strive not only to disclose appropriate information in compliance with relevant laws and regulations, but also to disclose other information in a timely and appropriate manner so that such information would be clear and useful for the people who use it.(4) Responsibilities of the Board of DirectorsOur Board of Directors will engage in free and constructive discussions and exchanges of opinions, and will appropriately fulfill its roles and responsibilities for the sustainable growth of company and the enhancement of corporate value over the medium to long-term, including making decisions on important management matters such as business strategies, establishing an environment that supports swift and decisive decision-making by the senior management, and enhancing management supervision.(5) Dialogue with Shareholders We will promote constructive dialogue with our shareholders to contribute sustainable growth and enhancement of corporate value over the medium to long-term based on “Basic Policy on Constructive Dialogue with Shareholders”.Corporate Governance Structure- 28 — 29 – [Translation][Attached Documents] Business Report for the Fiscal Year Ended March 2022 (From April 1, 2021 To March 31, 2022) 1. Matters related to current status of the Corporate Group (1) Business developments and results In the world economy during the fiscal year ended March 31, 2022, many countries showed signs of a recovery from the sudden economic declines caused by the spread of the novel coronavirus during the previous fiscal year. In the U.S. economy, although the pace of growth in employment and consumption began to slow due to the impact of a resurgence of infections and labor shortages, a trend toward recovery continued. In Europe, economic activity was significantly affected mainly by the tightening of restrictions on movement prompted by the rapid spread of the Omicron variant. In China, although the economy progressed steadily, growth was slowed by factors such as the impact of the government’s “zero-COVID” policy and a sluggish real estate market. The Japanese economy experienced cycles of activity restrictions and easing due to the spread of infections of mutant strains, but maintained a recovery trend. Personal consumption, which had been subdued, showed signs of a recovery after the declaration of a state of emergency was lifted in September 2022. Amid these circumstances, the Company promoted the strategies of the Seventh Mid-Term Management Plan, while paying close attention to the health and safety of stakeholders, given the rapid spread of infections of mutant strains. In the Watches Business, net sales rose significantly especially for overseas markets, thanks to progress in efforts to expand Global Brands (GB), especially for Grand Seiko (GS) and Seiko Prospex. The Electronic Devices Business steadily captured favorable demand in fields such as the medical field, and efforts by the Systems Solutions Business to diversify business and expand the stock business proved successful. As a result, sales posted for both of these business segments exceeded those of the previous fiscal year and two years prior, before the spread of the novel coronavirus. As a result, for the fiscal year ended March 31, 2022, the Group reported consolidated net sales of 237.3 billion yen, a year-on-year increase of 17.1%. On an overall consolidated basis, domestic net sales came to 124.4 billion yen (a year-on-year increase of 10.0%), and overseas net sales were 112.9 billion yen (a year-on-year increase of 26.1%). Overseas net sales comprised 47.6% of net sales overall. Advertising and promotion expenses for the fiscal year ended March 31, 2022 increased by approximately 7% from the previous fiscal year, but fell by approximately 15% from two years prior. Other selling, general and administrative expenses also generally returned to usual levels as business activities normalized and also due to an increase resulting from the impact of changes in accounting standards. However, operating profit improved by 6.5 billion yen year on year to 8.7 billion yen (a year-on-year increase of 299.7%), as a result of a recovery in net sales and improvements in profitability. Non-operating income and expenses improved year on year, primarily due to share of profit of entities accounted for using equity method and foreign exchange gains and losses, and ordinary – 30 – profit increased by 9.3 billion yen year on year to 9.9 billion yen (ordinary profit of 0.6 billion yen in the previous fiscal year). Subsidy income of 0.1 billion yen was posted as extraordinary income, and a total loss of 1.1 billion yen, including a loss relating to the novel coronavirus, was posted as extraordinary losses. As a result, profit attributable to owners of parent minus income taxes and profit attributable to non-controlling interests was 6.4 billion yen (a year-on-year increase of 84.6%). The average exchange rates for the current fiscal year were 112.4 yen to 1 US dollar and 130.6 yen to 1 euro. Results for each segment are as follows. a. Watches Business Net sales under the Watches Business came to 125.7 billion yen, a year-on-year increase of 20.6 billion yen, or 19.7%. Although net sales of completed watches in Japan slightly fell short of the plan for the fiscal year ended March 31, 2022 due to the spread of infections of mutant strains, they entered a recovery trend from the third quarter. GS showed favorable performance, driven primarily by the 140th Anniversary commemorative model as well as a model that features a dial depicting a majestic white birch forest, and sales increased year on year. Net sales also grew for Seiko Astron. On a distribution channel basis, sales were steady for department stores and watch stores, which were supported by vigorous purchasing power of wealthy customers. Net sales of GB increased not only year on year, but also from two years prior in all regions overseas, driven by GS. In the U.S., sales during the Christmas season showed favorable performance, and sales especially for GS and Seiko Prospex grew significantly year on year and also from two years prior. In Europe, sales of GB such as GS also grew in the U.K., France, and many other countries. In China, from the summer onward, social unease such as growing concerns regarding the default of a real estate company led to a decline in consumer sentiment, and net sales fell year on year. Due to the spread of infections of mutant strains, net sales in other Asian countries remained roughly the same as those of the previous year. However, sales in Australia showed favorable performance, especially for GB. The watch movements business was sluggish for the Asian market. Operating profit increased by 2.0 billion yen year on year, resulting in operating profit of 7.6 billion yen (a year-on-year increase of 36.4%) in conjunction with the increase in net sales, despite expenses returning to normal levels year on year following a recovery in business activities. b. Electronic Devices Business Net sales under the Electronic Devices Business came to 64.6 billion yen, a year-on-year increase of 28.8%. Operating profit was 5.8 billion yen, a year-on-year increase of 347.4%. Business results were affected by delays in the supply of components and materials for thermal printers and some precision devices. However, favorable – 31 – performance continued for micro batteries for medical equipment and quartz crystals, as well as oscillators, high-performance metals for semiconductor production equipment, precision turned parts for automobiles and data centers, and other products. As a result, both revenue and profits grew significantly year on year. c. Systems Solutions Business Net sales under the Systems Solutions Business came to 34.4 billion yen, a year-on-year increase of 0.9%. Operating profit was 3.9 billion yen, a year-on-year increase of 11.5%. Some industries, such as food service, were affected by the coronavirus pandemic, and there were difficulties in procuring components and materials for some products. However, capturing the rising tide of the digitalization of society, there was growth in the digital contract-related business, IIM Corporation’s performance management and security-related business, network-related business for 5G for the public sector and communications industry, and other businesses, resulting in continued year-on-year growth in both revenue and profits for 24 consecutive quarters. d. Time Creation, WAKO and other Businesses Net sales under the Time Creation, WAKO and other Businesses amounted to 27.3 billion yen, a year-on-year increase of 2.4 billion yen, or 9.8%. Operating profit was 0.7 billion yen (compared to operating losses of 40 million yen in the previous fiscal year). Sales and operating profit of Time Creation, WAKO and other Businesses recovered steadily from the third quarter when signs of improvement in personal consumption were observed in Japan. In the fourth quarter, the business succeeded in maintaining favorable performance, with limited impact from the quasi-state of emergency measures implemented from January 2022 in Tokyo and other areas. Overseas clock sales also increased year on year in line with a market recovery from the impact of the spread of the novel coronavirus. – 32 – (2) Issues that need to be addressed by the Corporate Group As the Company celebrated the 140th Anniversary of its foundation last year, the Company has clarified its purpose: “As a company trusted by society, we will constantly pursue innovation, inspiring people everywhere, and creating a future full of smiles.” This purpose is the starting point for all of the Company’s activities, which are based on its corporate philosophy of being “A Company that is Trusted by Society.” The Company has also defined the following Group 10-year vision leading up to the 150th Anniversary in 2031. Leveraging analog & digital synergies to offer products and services that contribute to the creation of sustainable societies, connecting people, things, and time throughout the world In order to realize the Group 10-year vision, the Company has formulated the Eighth Mid-Term Management Plan (Seiko Milestone 145 = SMILE145), which concludes in FY2026, and will promote its businesses. SMILE145 is a five-year plan formulated by backcasting from the Group 10-year vision and aimed at FY2026, the 145th Ann