Murata Manufacturing : Convocation Notice for The 88th Ordinary General Meeting of Shareholders

Murata Manufacturing Co., Ltd.

CONVOCATION NOTICE

FOR

THE 88th

ORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON

JUNE 27, 2024

LOCATION: "Genji Ballroom" on the third floor of HOTEL GRANVIA KYOTO

NOTE

1. THIS DOCUMENT IS A TRANSLATION OF THE OFFICIAL JAPANESE CONVOCATION NOTICE FOR THE 88TH ORDINARY GENERAL MEETING OF REGISTERED SHAREHOLDERS.
2. THIS TRANSLATION IS PROVIDED ONLY AS A REFERENCE TO ASSIST SHAREHOLDERS IN THEIR VOTING AND DOES NOT CONSTITUTE AN OFFICIAL DOCUMENT.
3. IN THE EVENT OF ANY DISCREPANCY BETWEEN THIS TRANSLATED DOCUMENT AND THE JAPANESE ORIGINAL, THE ORIGINAL SHALL PREVAIL.

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The Murata Philosophy

Murata Philosophy was created by founder Akira Murata in 1954.

Since then, the world around us has dramatically changed, and technologies have continued to evolve. However, the thoughts embodied in our philosophy will always remain the same.

All employees share these thoughts and exercise them in their daily work.

Murata Philosophy

We contribute to the

advancement of society

by

enhancing technologies and skills

applying scientific approach

creating innovative products and solutions

being trustworthy

and, together with all our stakeholders, thankful for the increase in prosperity.

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(Securities Code: 6981)

CONVOCATION NOTICE FOR

THE 88th ORDINARY GENERAL MEETING OF SHAREHOLDERS

(Date of dispatch) June 4, 2024

(Commencement date of an electronic provision measure) May 28, 2024

Norio Nakajima

President and Representative Director

Murata Manufacturing Co., Ltd.

10-1, Higashikotari 1-chome,

Nagaokakyo-shi, Kyoto, Japan

Dear Shareholders:

We would like to express our deepest sympathy and sincerely hope for a swift recovery of those affected by the Noto Peninsula Earthquake in 2024.

Notice is hereby given that the 88th Ordinary General Meeting of Shareholders of Murata Manufacturing Co., Ltd. (the "Company") will be held as detailed below.

The Company has taken an electronic provision measure for the Convocation Notice for the 88th Ordinary General Meeting of Shareholders and posted on the following company website on the internet the "Convocation Notice of the 88th Ordinary General Meeting of Shareholders" and the "Materials for the 88th General Meeting of Shareholders (matters for electronic provision measures that are not described in the documents to be delivered to shareholders who requested them)."

The Company's website https://corporate.murata.com/en-eu/ir/info/meetings (in English)

In addition, the information is posted in the following website on the internet.

Tokyo Stock Exchange website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show (in English)

Please access the above website, enter the Company name (Murata Manufacturing Co., Ltd.) or the Securities code (6981), select "Basic information" and then "Documents for public inspection/PR information" to review filed information.

In the event that you do not attend the meeting, you may exercise your voting rights either via the Internet, etc. or by mailing the Voting Rights Exercise Form. To do so, we kindly ask that you first refer to the Reference Materials for the General Meeting of Shareholders, then exercise your voting rights by 5:00 p.m. on Wednesday, June 26, 2024.

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1. Date and time: June 27, 2024 (Thursday) 10:00 a.m. (Reception is scheduled to open at 9:00 a.m.)

2. Location: Shiokoji-sagaru,Karasuma-dori,Shimogyo-ku, Kyoto, Japan

(KYOTO STATION BUILDING)

"Genji Ballroom" on the third floor of HOTEL GRANVIA KYOTO

3. Agenda:

Reports 1. Report of the business report, the consolidated financial statement for the 88th fiscal term (From April 1, 2023 to March 31, 2024), and audit reports prepared by the Independent Auditor and the Audit and Supervisory Committee on the consolidated financial statement

2. Report of the financial statement for the 88th fiscal term (From April 1, 2023 to March 31, 2024)

Proposals

No. 1 Dividends of Retained Earnings for the 88th Fiscal Term

No. 2 Partial Amendment to the Articles of Incorporation

No. 3 Election of Eight (8) Members of the Board of Directors who are not Audit and Supervisory Committee Members

No. 4 Election of Four (4) Members of the Board of Directors who are Audit and Supervisory Committee Members

• Among matters for electronic provision measures, under laws and regulations and the provision in Article 16, Paragraph (2) of the Articles of Incorporation of the Company, the following matters are not included in this document. These are part of business report, consolidated financial statements and financial statements audited by the Audit and Supervisory Committee and the Independent Auditor in the course of preparing audit reports.
• 1. "Systems to Secure the Appropriateness of Company Operations" in business report.
  2. "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in consolidated financial statements.
  3. "Statement of Shareholders' Equity" and "Notes to Unconsolidated Financial Statements" in financial statements.
• If there are any changes to matters for electronic provision measures, matters before and after the change will be posted on the Company's website: https://corporate.murata.com/ja- jp/ir/info/meetings and Tokyo Stock Exchange's website: https://www2.jpx.co.jp/tseHpFront/JJK0100010Action.do?Show=Show
• The electronic provision system of materials for general meetings of shareholders has started. However, for this meeting, the Company sends all the shareholders with the paper copy version of the voting rights materials regardless of whether or not shareholders requested the delivery of paper copy. For the materials for the meetings for the next year and beyond, please visit the website to be advised on a notice the Company will send you.

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Guide for Exercise of Voting Rights

If You Exercise Your Voting Rights in Advance

Exercise of Voting Rights via the Internet, etc.

Please access the designated website for exercise of voting rights (https://soukai.mizuho-tb.co.jp/) via personal computer, smartphone, or other device, and indicate your approval or disapproval of the proposals by 5:00 p.m. on Wednesday, June 26, 2024.

Exercise of Voting Rights by Postal Mail (Voting Rights Exercise Form)

Please indicate on the Voting Rights Exercise Form your approval or disapproval on each proposal and return the form so that it is received by 5:00 p.m. on Wednesday, June 26, 2024.

If You Attend the General Meeting of Shareholders

June 27, 2024 (Thursday) 10:00 a.m.

Please submit the Voting Rights Exercise Form at the reception desk at the entrance to the meeting hall. In addition, please bring this Notice when attending the meeting.

Reduction of Mailing Costs by Exercising Voting Rights via the Internet, etc.

The Company donated 1,944,072 yen, which was a portion of the mailing costs that were reduced due to shareholders exercising voting rights via the Internet, etc. for the 87th Ordinary General Meeting of Shareholders held last year, to the Japanese Red Cross Society. The Company again plans to donate a portion of the mailing costs that will be reduced for the 88th Ordinary General Meeting of Shareholders to the Japanese Red Cross Society.

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Guide for Livestreaming and Acceptance of Questions in Advance

We will broadcast a live stream of the meeting via the internet on a special website so you may watch its proceedings. Additionally, on the website, we will accept questions regarding agendas of the General Meeting of Shareholders in advance prior to the holding of the meeting.

Please log in with the ID and password noted on the Announcement on Livestreaming and Acceptance of Questions in Advance enclosed with the mailed Convocation Notice of the 88th Ordinary General Meeting of Shareholders of Murata Manufacturing Co., Ltd.

[Special website for live streaming and acceptance of questions in advance] https://vgm.smart-portal.ne.jp

*The URL and access method for the special website for live streaming and acceptance of questions in advance are the same. Until June 20 (Thursday), the Acceptance of Questions in Advance page will be displayed, and on June 27 (Thursday), the Livestreaming viewing page will be displayed.

Guide for livestreaming

Date and time of live stream: From June 27, 2024 (Thursday) 10:00 a.m. to the conclusion of the meeting (You may access the website starting 30 minutes prior to the scheduled time of the meeting.)

• Only shareholders shall be allowed to view the live stream.
• Please note that we cannot accept exercise of voting rights or questions on the day of the meeting from shareholders watching the live stream.
• When watching the live stream, video and sound quality issues may arise or the live stream may become unavailable depending on the computer environment (functions and performance) that you use, the status of your Internet connection, a large number of simultaneous access, etc.
• Telecommunications charges and other expenses for watching the live stream shall be borne by the shareholders.
• Please do not photograph, record, or capture the live stream or post it on social media, etc.
• Due to considerations such as the privacy of shareholders, we will try to ensure that the content shown in the live stream video will be the video screen and the proximity of the officers' seating location only. However, there may be cases where it will be unavoidable to include attending shareholders in the recorded image. Thank you for your understanding on this matter.

Guide for acceptance of questions in advance

Reception period: From June 4, 2024 (Tuesday) to June 20, 2024 (Thursday)

• Please limit questions to questions regarding agendas of the General Meeting of Shareholders (reports and resolutions).
• We plan to answer questions that are of great interest to our shareholders on the day of the event, but we unfortunately will not be able to answer individual questions.

For inquiries

For IDs and passwords

Securities Agency Division,	0120-288-324
Mizuho Trust & Banking Co., Ltd.	Hours of operation: 9:00 a.m. - 5:00 p.m. (Weekdays only)
For viewing the live stream
J-Stream Inc.	0120-208-481
	Hours of operation: June 27 (Thursday) 9:00 a.m. to the end of
	live stream
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Reference: Trends in dividend per share

Reference Materials for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Dividends of Retained Earnings for the 88th Fiscal Term

The Company operates in the electronic devices sector, which is subject to extreme changes in the supply and demand environment and in which the pace of technological innovation is fast. To facilitate a prompt response to environmental changes and achieve sustained growth in profits, as well as maintaining stable management in an increasingly harsh business environment, the Company will strive to strengthen its capital base.

The Company's policy on the return of profits to its shareholders puts priority on distribution of results in the form of a dividend. The Company has adopted a basic policy under which it intends to realize a steady increase of dividend by increasing profit per share, while enhancing the value of the Company and improving its financial strength over the long term at the same time, aiming to achieve a dividend ratio on equity attributable to owners of parent (DOE) of 4% or higher and targeting a payout ratio of approximately 30% in the medium term.

Based on this policy, after comprehensively examining the Company's consolidated performance and determining the amount of unappropriated retained earnings, the Company proposes a year-end dividend of 27 yen per share.

The Company implemented a three-for-one common stock split effective October 1, 2023. The interim dividend of 75 yen per share, which was paid on September 30, 2023 as a base date, is equivalent to 25 yen per share after the execution of the stock split, and this will bring the annual dividend, combined with a year-end dividend, to 52 yen per share, an increase of 2 yen per share compared with the previous fiscal

year.

1 Type of dividend asset Cash

1. Allocation of dividend assets and total amount of allocation
   27 yen per common share
   Total amount of payout: 51,009,300,747 yen
2. Effective date of dividend payout June 28, 2024

Notes:	1.	If this proposal is approved and adopted as originally proposed, the payout ratio and DOE will be 54.3% and 4.0%,
		respectively.
	2.	The Company implemented a three-for-one common stock split effective October 1, 2023. "Trends in dividend per share"
		are calculated as if the stock split had been conducted at the start of the 84th fiscal term (April 1, 2019).
	3.	Starting from the current fiscal year (the 88th fiscal term from April 1, 2023 to March 31, 2024), the Company adopts the
		disclosure of consolidated financial statements in compliance with International Financial Reporting Standards (IFRS). The

payout ratio and DOE for the 87th term are listed on an IFRS basis for the purpose of comparison with the current fiscal year, while figures/values corresponding to the IFRS accounts are listed on a U.S. GAAP basis, which was applied prior to the transition to IFRS, for the 84th term through the 86th term.

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Proposal No. 2: Partial Amendment to the Articles of Incorporation

1. Reasons for the amendments

The Company proposes to make partial amendments to the Articles of Incorporation for the reasons described below.

1. In order to pursue a flexible capital policy and dividend policy, the Company proposes the creation of new articles in the Articles of Incorporation, Article 34 (Decision-making body on dividends of retained earnings, etc.) and Article 35 (Record dates for dividends of retained earnings), in accordance with Article 459, Paragraph (1) of the Companies Act, so that the dividends of retained earnings and the like can be determined based on the Board of Directors' resolutions, as indicated in the proposed revisions. The Company also proposes the removal of the existing Article 7 (Repurchase of Shares), Article 35 (Surplus Dividends), and Article 36 (Interim Dividends), as, together, their content overlaps with the new articles.
2. In order to achieve more flexibility and agility in the Board of Directors operations, the Company proposes necessary revisions to the existing Article 24 (Person to Convene Meetings of the Board of Directors and Chairman).
3. In addition, the Company proposes the change of the numbers of articles as a result of the above amendments and other modifications of text where required.

2. Details of the amendments

The proposed amendments are as follows:

		(Underlines show amended portions.)
Present Articles of Incorporation		Articles of Incorporation after Amendment
Article 1-6 (Text omitted)		Article 1-6 (Unchanged)
Article 7 (Repurchase of Shares)		(Deleted)
In accordance with the provisions of Paragraph
2 of Article 165 of the Companies Act, the
Company may repurchase its own shares through
market transactions or other methods pursuant to
Paragraph 1 of the said Article by a resolution of
the Board of Directors.
Article 8-9(Text omitted)		Article 7-8(Unchanged)
Article 10(Demand for the Sale of Shares		Article 9(Demand for the Sale of Shares
Constituting Less Than One Voting Unit)		Constituting Less Than One Voting Unit)
Shareholders of shares constituting less than one		(Change in Japanese text; no change in English)
Voting Unit of the Company may demand that the
Company sell such number of shares which,
together with the number of shares constituting less
than one Voting Unit held by such shareholders,
will constitute one Voting Unit, in accordance with
the provisions of Share Handling Regulations.
Article 11(Text omitted)		Article 10(Unchanged)
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Present Articles of Incorporation		Articles of Incorporation after Amendment
Article 12(Share Handling Regulations)		Article 11(Share Handling Regulations)
The handling business relating to shares of the		(Change in Japanese text; no change in English)
Company and charges thereof shall be governed by
the Share Handling Regulationsestablished by the
Board of Directors, in addition to laws and
regulations and these Articles of Incorporation.
Article 13-23(Text omitted)		Article 12-22(Unchanged)
Article 24(Person to Convene Meetings of the		Article 23(Person to Convene Meetings of the
Board of Directors and Chairman)		Board of Directors and Chairman)
(1) Unless otherwise provided by laws and		(1) Unless otherwise provided by laws and
regulations, the Chairman or the President,		regulations, the Member of the Board of Directors
Member of the Board of Directorsshall convene a		who is appointed in advance by the Board of
meeting of a Board of Directors and shall act as the		Directorsshall convene a meeting of a Board of
chairman thereof.		Directors and shall act as the chairman thereof.
(2) When the Chairman or the President, Member		(2) When the Member of the Board of Directors of
of the Board of Directorsis unable to act, another		the preceding paragraphis unable to act, another
Director, who shall be decided in accordance with		Director, who shall be decided in accordance with
the order of priority previously determined by a		the order of priority previously determined by a
resolution of the Board of Directors, shall act as the		resolution of the Board of Directors, shall act as the
person to convene the meeting and the chairman.		person to convene the meeting and the chairman.
Article 25-27(Text omitted)		Article 24-26(Unchanged)
Article 28(Regulations of the Board of Directors)		Article 27(Regulations of the Board of Directors)
The Board of Directors shall be governed by the		(Change in Japanese text; no change in English)
Regulations of theBoard of Directors established
by the Board of Directors, in addition to laws and
regulations and these Articles of Incorporation.
Article 29-32(Text omitted)		Article 28-31(Unchanged)
Article 33(Regulations of the Audit and		Article 32(Regulations of the Audit and
Supervisory Committee)		Supervisory Committee)
The Audit and Supervisory Committee shall be		(Change in Japanese text; no change in English)
governed by the Regulations of theAudit and
Supervisory Committee established by the Audit
and Supervisory Committee, in addition to laws
and regulations and these Articles of Incorporation.
Article 34(Text omitted)		Article 33(Unchanged)
(Newly added)		Article 34 (Decision-making body on dividends of
		retained earnings, etc.)
		The Company may determine matters prescribed
		in Each item of Article 459, Paragraph (1) of the
		Companies Act based on the Board of Directors'
		resolutions, except as otherwise provided by laws
		and regulations.
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Present Articles of Incorporation	Articles of Incorporation after Amendment
(Newly added)	Article 35 (Record dates for dividends of retained
	earnings)
	(1) The record date for year-end dividends of the
	Company shall be March 31.
	(2) The record date for interim dividends of the
	Company shall be September 30.
	(3) In addition to the provisions of the preceding
	two paragraphs, the Company may pay dividends
	of retained earnings by setting a record date.
Article 35 (Surplus Dividends)	(Deleted)
Surplus dividends shall be paid to the
shareholders or registered share pledgees whose
names appear or are recorded as such on the
register of shareholders as of March 31st each year.
Article 36 (Interim Dividends)	(Deleted)
The Company may, by a resolution of the Board
of Directors, pay interim dividends to the
shareholders or registered share pledgees whose
names appear or are recorded as such on the
register of shareholders as at the closing thereof on
the 30th day of September each year.
Article 37(Text omitted)	Article 36(Unchanged)
Supplementary Provision	Supplementary Provision
(Transitional Measure Concerning Limited	(Transitional Measure Concerning Limited
Liability Agreements with Outside Statutory	Liability Agreements with Outside Statutory
Auditors) (Text omitted)	Auditors) (Unchanged)

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