SMC : Notice of Convocation Annual General Meeting 2024（2MB）

To our shareholders

As a comprehensive manufacturer of automatic control equipment that supports automation and labor-saving operations in industry, we contribute to the resolution of social issues, such as climate change, low birth rate, and aging population.

We would like to express our sincere gratitude to all our shareholders for your exceptional support.

The year ended March 31, 2024 saw increasing political and economic discord arising in all parts of the world, including the prolonged conflict in the Ukraine and the U.S.-China trade friction.

The risks presented by climate change and geopolitical concerns have had a real impact on the global economy, as seen with ships avoiding the Suez Canal due to the outbreak of conflict in the Middle East and record level drought obstructing passage through the Panama Canal.

SMC's automatic control equipment can contribute to addressing social issues of climate change, low birth rate and the aging population by reducing CO2 emissions and promoting a shift toward automation and labor saving.

SMC will further refine its global network, which stretches across more than 80 countries and employs 23,000 people, an extensive product lineup of more than 700,000 items and abundant inventory, product development capabilities to respond to customer requests, and a solid financial base. We will build on efforts to develop a BCP system capable of fulfilling our responsibility to supply products under all circumstances, expand production capacity with a view to capturing medium- to long-term demand growth, while bolstering global collaboration in sales activities with IT, and securing and actively utilizing a diverse and talented human resources.

We would like to ask our shareholders for your continued support and guidance.

June 2024

Yoshiki Takada, President

The Honorary Chairman, Mr. Yoshiyuki Takada, passed away on April 20, 2024 at the age of 97.

For 60 years since the Company's founding, he took the lead in all aspects of the Company's business activities such as product development, manufacturing, and sales, and laid the foundation for the Company's development.

We extend our deepest gratitude for the kindness and respect shown to Mr. Yoshiyuki Takada throughout his life.

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(Security Code: 6273)

June 5, 2024

Yoshiki Takada

President

SMC Corporation

4-14-1,Soto-Kanda,Chiyoda-ku, Tokyo

Notice of the 65th Annual General Meeting of Shareholders

We would like to inform you that we will hold the 65th Annual General Meeting of Shareholders as follows.

In holding this General Meeting of Shareholders we have taken measures for electronic provision of information that constitutes the content of reference documents for the general meetings of shareholders (matters subject to measures for electronic provision), which are posted on our website under"Notice of Convocation Annual General Meeting 2024 and Informational Materials for the General Meeting of Shareholders".

The Company's website address (*1)

https://www.smcworld.com/ir/en-jp/

Tokyo Stock Exchange ("TSE") website address (*2)

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(*1) Please navigate through "IR Information", "Stock Information", and "General Meeting of Shareholders", to "Notice of Convocation Annual General Meeting 2024 and Informational Materials for the General Meeting of Shareholders", on the Company's website.

(*2) In the TSE website"Listed Company Search", enter"SMC" into"Issue name (company name)" or"6273" into"Code" and click"Search". Then, click"Basic Information","Documents for public inspection/PR information", and"[Notice of General Shareholders Meeting / Informational Materials for a General Shareholders Meeting]" to view matters subject to measures for electronic provision (General Meeting of Shareholders materials provided electronically).

For those unable to attend, we would encourage you to exercise your voting right in writing or via the Internet by 5:00 p.m., on June 26, 2024 (Wednesday) after studying the"Reference Documents for the General Meeting of Shareholders".

Notes

Sincerely,

• Date and Time June 27, 2024 (Thursday) 10:00 a.m. (Reception starts at 9:00 a.m.)

2	Venue	Akihabara UDX Building (15F), 4-14-1,Soto-Kanda,Chiyoda-ku, Tokyo
		Conference Room, SMC Corporation
		There are no souvenirs available for shareholders attending the shareholders'meeting.
3	Agenda	Matters to be reported
		Business Report, Consolidated and Non-consolidated Financial Statements, and Audit
		Report for Consolidated Financial Statements by the Accounting Auditor and the
		Board of Corporate Auditors, for the 65th fiscal year (April 1, 2023 to March 31, 2024)
		Matters to be resolved
		Proposal 1	Dividend of Surplus
		Proposal 2	Partial Amendments to the Articles of Incorporation
		Proposal 3	Election of 12 Directors

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• Matters decided upon convening

（1）Providing informational materials for the General Meeting of Shareholders in electronic format ■Following revisions to the Companies Act enacted on September 1, 2022, the Notice of

Convocation of General Meetings of Shareholders and other appended materials shall, in principle, be posted on the Company's website, instead of being sent out in writing.

■In accordance with laws and regulations, and the Articles of Incorporation of the Company, among the matters subject to measures for electronic provision, the 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 not included in the written documents sent to shareholders who request written copies. The above-mentioned documents have been audited by the Accounting Auditor and the Corporate Auditors.

■If there is a revision to the matters subject to measures for electronic provision, details of such shall be posted on the Company's website and TSE website listed before.

（2）Exercising voting rights in writing or via the Internet

■If you do not indicate approval or disapproval of each proposal in the sent voting form, it will be considered a vote for approval.

■If voting rights are exercised both in writing and via the Internet, the vote via the Internet shall be considered effective.

■If voting rights are exercised via the Internet multiple times, the last vote shall be considered effective.

[Attendance at meeting venue]

• If attending the meeting in person, please present the voting form sent out with this Notice at the reception desk. If attending as a proxy for another shareholder, please submit along with proxy authorization letter.

[Measures against the spread of infectious diseases]

• Please refrain from attendance in person if you have symptoms such as fever or cough.
• Masks are not required inside the headquarters building. Directors, Corporate Auditors, and employees may not wear masks as well.
• Inside the venue for the general meeting of shareholders, please consider the surrounding shareholders and maintain etiquette for coughing, etc.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

第Proposal1号議案1 Dividend of Surplus

[Basic capital policy]

The Company considers that its highest priority issue is to maximize shareholder value through corporate value improvement accompanied by mid- to long-term profit growth.

The Company will also strive to further increase shareholders'equity, aiming to maintain a solid financial base that will not be affected by financial and economic turmoil and rapid fluctuations in foreign exchange rates.

In addition, the Company will continue to maintain its competitive advantage, positively make necessary investments in production facilities, research and development systems, IT infrastructure, sales force resources, etc., for sustained operations, and keep adequate cash on hand to meet relevant capital requirements.

Concerning the return of profit to our shareholders, we are adopting a basic policy of maintaining stable dividend payment. At the same time, we will strive to enhance the profit return even further by combining this with the flexible purchase of treasury shares depending on the situation.

【Matters related to year-end dividend】

This is to propose that the dividend of surplus for the fiscal year to be made as described below, based on the above-mentioned basic capital policy and in consideration of the latest operating results and financial positions.

Allocation of divisible assets payable

1 to shareholders and total amount

500 yen per share on the Company's common shares

Total amount: 32,072,304,000 yen

• Effective date of the dividends from surplus
  June 28, 2024

Should the aforementioned proposal for the year-end dividend be approved, the annual dividend per share including the interim dividend will be 950 yen, a 50 yen increase compared to the same period as the previous year.

(For reference purpose)

Changes in dividend per share (yen) Consolidated payout ratio (%)

		900	950
	750
	500		34.3
400
27.3	26.1
24.1	25.7

Year ended	Year ended	Year ended	Year ended	Year ended
March 31, 2020	March 31, 2021	March 31, 2022	March 31, 2023	March 31, 2024
				(Current fiscal year)

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Reference Documents for the General Meeting of Shareholders

Proposal 2 Partial Amendments to the Articles of Incorporation

1. Reason for proposal

The Company seeks to relocate the head office to a new head office building under construction near Tokyo Station to strengthen collaboration within the Group and improve efficiency, and proposes the following changes to the current Articles of Incorporation (Location of Head Office).

2. Details of amendments

The details of the amendments are as follows.

Current Articles of Incorporation

(Location of Head Office)

Article 3

The Company shall have its head office located in

Chiyoda-ku, Tokyo, Japan.

(Amendments are underlined)

Proposed Amendments

(Location of Head Office)

Article 3

The Company shall have its head office located in

Chuo-ku, Tokyo, Japan.

Supplementary Provisions (Effective date)

Article 1

The amendment to Article 3 of the Articles of Incorporation (Location of Head Office) shall take effect on the date of the proposed relocation determined at a Board of Directors meeting to be held by March 31, 2025. With the passage of the same day, this Article shall be deleted.

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Proposal 3 Election of 12 Directors

The term of office of all current 11 Directors will expire at the conclusion of this Annual General Meeting of Shareholders. It is proposed that the number of Directors be increased by 1 in order to strengthen its business execution function and that 12 Directors (including 4 Outside Directors) be elected (11 reelected, 1 newly elected).

The names and profiles of the candidates for Directors are as follows.

Candidate	Candidate Name		Current Position and	Years served	Attendance at the
	Assignment of Work in the	Board of Directors
No.				Company	as Director	meetings
1	Yoshiki Takada	Reappointed		President/Senior General Manager of	30 years	7/7
	Sales Headquarters
2	Yoshitada Doi	Reappointed		Director and Managing Executive	3 years	7/7
	Officer/Senior General Manager of
		Engineering Headquarters
3	Toshio Isoe	Reappointed		Director and Executive Officer/	5 years	7/7
	General Manager of Administration
		Division
4	Masahiro Ota	Reappointed		Director and Executive Officer/	5 years	7/7
	General Manager of Finance &
		Accounting Division
5	Samuel Neff	Reappointed		Director and Executive Officer/In	4 years	7/7
	charge of Supply Chain Management
6	Koji Ogura	Reappointed		Director and Executive Officer/	2 years	7/7
	Vice Senior General Manager of Sales
		Headquarters
7	Kelley Stacy	Reappointed		Director and Executive Officer	2 years	5/7
	(President of SMC US)
8	Hidemi Houjyou	Newly-appointed		Executive Officer/ Senior General	－	－/－
	Manager of Production Headquarters
9	Masanobu Kaizu	Reappointed	Independent	Outside Director	10 years	7/7
Outside
10	Toshiharu Kagawa	Reappointed	Independent	Outside Director	9 years	7/7
Outside
11	Yoshiko Iwata	Reappointed	Independent	Outside Director	3 years	7/7
Outside
12 Kyoichi Miyazaki	Reappointed	Independent	Outside Director	3 years	7/7
Outside

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Reference Documents for the General Meeting of Shareholders

Years served as	30 years
Director
Attendance at the Board	7/7
of Directors meetings
Number of the Company's	0 shares (*)
shares held

Candidate	Yoshiki Takada	Reappointed
1 (June 6, 1958)
	No.

Brief personal profile, position, assignment of work and important concurrent position at other organization

April 1987	Joined the Company
June 1991	On loan to SMC US
June 1994	Director of the Company
June 2002	Managing Director
July 2003	In charge of Overseas Operations
April 2004	President, SMC US
June 2014	In charge of Management for North America, Central and South America Zone of the Company
June 2017	Director and Managing Executive Officer
July 2018	Director and Senior Managing Executive Officer
July 2018	Senior General Manager of Sales Headquarters (Incumbent)
September 2019	Executive Vice-president
December 2019	Chairman, SMC US (Incumbent)
April 2020	Member of the Nomination and Compensation Committee of the Company (Incumbent)
April 2021	President (Incumbent)
January 2022	Member of the Sustainability Committee (Incumbent)

[Reason for selection as a candidate for Director]

Mr. Yoshiki Takada served as President of SMC US for many years, and as Senior General Manager of Sales Headquarters since 2018. He has led global business operations for the entire Group.

He was appointed Executive Vice-president in 2019 and President in April 2021. He is leading the overall management of the entire Group and proceeding with drastic structural reforms.

With the expectation that he can continuously contribute to the management of the Company, he has been selected as a candidate for Director.

(*) Mr. Yoshiki Takada holds SMC's shares through a share holding company.

Years served as	3 years
Director
Attendance at the Board	7/7
of Directors meetings
Number of the Company's	0 shares
shares held

Candidate	Yoshitada Doi	Reappointed
2 (February 21, 1962)
	No.

Brief personal profile, position, assignment of work and important concurrent position at other organization

April 1984	Joined the Company
July 2018	Executive Officer, General Manager of Product Development Division 8
April 2020	Vice Senior General Manager of Engineering Headquarters
June 2021	Director (Incumbent)
June 2021	Executive Officer
June 2021	Senior General Manager of Engineering Headquarters (Incumbent)
May 2023	Managing Executive Officer (Incumbent)

[Reason for selection as a candidate for Director]

After joining the company in 1984, Mr. Yoshitada Doi has worked in R&D for company products and has fulfilled his responsibilities for supervising the entire R&D Division as Vice Senior General Manager of Engineering Headquarters since 2020, and as Senior General Manager of Engineering Headquarters since 2021. From 2022, he has been located in Germany, where he has taken efforts to strengthen the structure of the German Technical Centre and technology centers from different countries, as well as reinforce the cooperation between technology centers.

With the expectation that he can continuously contribute to the management of the Company, he has been selected as a candidate for Director.

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Candidate	Toshio Isoe	Reappointed
3 (May 26, 1961)
	No.

Brief personal profile, position, assignment of work and important concurrent position at other organization

July 2014	Retired from Resona Bank, Limited
August 2014	Joined the Company
May 2019	Deputy General Manager of Administration Division
June 2019	Director and Executive Officer, General Manager of Administration Division
	(Incumbent)
November 2021	In charge of HR

Years served as	5 years
Director
Attendance at the Board	7/7
of Directors meetings
Number of the Company's	100 shares
shares held

[Reason for selection as a candidate for Director]

Mr. Toshio Isoe has been engaged in the operations of the administration for the Company, the management of subsidiaries, the administration for sales, etc. since joining the Company in 2014, and has fulfilled his responsibilities as General Manager of HR and Administration Division since 2019.

With the expectation that he can continuously contribute to the management of the Company, he has been selected as a candidate for Director.

	Years served as	5 years
Director
	Attendance at the Board	7/7
	of Directors meetings
	Number of the Company's	100 shares
	shares held

Candidate	Masahiro Ota	Reappointed
4 (December 24, 1963)
	No.

Brief personal profile, position, assignment of work and important concurrent position at other organization

April 2015	Retired from Resona Bank, Limited
May 2015	Joined the Company
May 2019	Deputy General Manager of Finance & Accounting Division
June 2019	Director and Executive Officer, General Manager of Finance & Accounting Division
	(Incumbent)

[Reason for selection as a candidate for Director]

Mr. Masahiro Ota has been mainly engaged in the management of subsidiaries since joining the Company in 2015 and has fulfilled his responsibilities as General Manager of Finance & Accounting Division since 2019.

With the expectation that he can continuously contribute to the management of the Company, he has been selected as a candidate for Director.

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Reference Documents for the General Meeting of Shareholders

Candidate	Samuel Neff	Reappointed
5 (March 30, 1982)
	No.

Brief personal profile, position, assignment of work and important concurrent position at other organization

May 2006	Joined the Company
August 2008	Attended Georgetown University Law Center
July 2011	Joined New York Bar Association
January 2012	Joined SMC US
January 2013	Project Manager of SMC Singapore
May 2016	Joined the Company, General Manager of Management Planning Office
June 2020	Director and Executive Officer, In charge of Supply Chain Management (Incumbent)
May 2021	General Manager of SCM Integration Office

Years served as	4 years
Director
	Attendance at the Board	7/7
	of Directors meetings
	Number of the Company's	0 shares
	shares held

[Reason for selection as a candidate for Director]

After devoting himself to learning at various companies in the Group, Mr. Samuel Neff has fulfilled his responsibilities as General Manager of Management Planning Office from 2016 and the officer in charge of Supply Chain Management from 2020.

With the expectation that he can continuously contribute to the management of the Company, he has been selected as a candidate for Director.

Years served as	2 years
Director
	Attendance at the Board	7/7
	of Directors meetings
	Number of the Company's	27 shares
	shares held

Candidate	Koji Ogura	Reappointed
6 (January 8, 1954)
	No.

Brief personal profile, position, assignment of work and important concurrent position at other organization

February 1980	Joined the Company
November 2007	Head of Hamamatsu Sales Office
June 2010	Directors
July 2010	General Manager of Sales Headquarters
June 2017	Resigned as Director
June 2017	Executive Officer
June 2019	Resigned as Executive Officer
April 2020	Vice Senior General Manager of Sales Headquarters (Incumbent)
May 2020	Executive Officer (Incumbent)
July 2020	General Manager of Marketing Division
June 2022	Director (Incumbent)

[Reason for selection as a candidate for Director]

After joining the Company in 1980, Mr. Koji Ogura has been engaged with the front line of sales activities, and from 2010 he has planned and developed sales strategies in the Sales Headquarters as a Director, while also being in charge of support for sales activities. With the full-scale implementation of the executive officer system in 2017 he temporarily resigned his position, subsequently becoming Vice Senior General Manager of Sales Headquarters in 2020, in charge of the Sales Division as a whole, while also fulfilling his duties as assistant to the President, who is also the Senior General Manager of Sales Headquarters.

With the expectation that he can continuously contribute to the management of the Company, he has been selected as a candidate for Director.

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	Years served as	2 years
Director
	Attendance at the Board	5/7
	of Directors meetings
	Number of the Company's	0 shares
	shares held

Candidate	Kelley Stacy	Reappointed
7 (April 27, 1962)
	No.

Brief personal profile, position, assignment of work and important concurrent position at other organization

August 1994	Joined SMC US
September 2007	Director of SMC US
July 2012	Executive Vice-president of SMC US
December 2019	President of SMC US (Incumbent)
June 2022	Director and Executive Officer of the Company (Incumbent)

[Reason for selection as a candidate for Director]

After joining SMC US in 1994, Ms. Kelley Stacy engaged in a variety of duties including sales strategy development, HR, and becoming a Director of SMC US in 2007 and Executive Vice-president of that company in 2012. In 2019 she became President of SMC US, and has not only managed the U.S. subsidiary but also been involved in driving sales strategy at the global level for the SMC Group.

With the expectation that she can continuously contribute to the management of the Company, she has been selected as a candidate for Director.

	Years served as	―
Director
	Attendance at the Board	―/―
	of Directors meetings
	Number of the Company's	0 shares
	shares held

Candidate	Hidemi Houjyou	Newly-appointed
8 (July 8, 1968)
	No.

Brief personal profile, position, assignment of work and important concurrent position at other organization

January 2003	Joined the Company
September 2020	Executive Officer (Incumbent)
September 2020	General Manager of Production Headquarters
April 2021	General Manager of Tono Factory
August 2021	Vice Senior General Manager of Production Headquarters
June 2023	Senior General Manager of Production Headquarters (Incumbent)

[Reason for selection as a candidate for Director]

Mr. Hidemi Houjyou has undertaken initiatives to strengthen and streamline the production system since joining the Company in 2003, and has fulfilled his responsibilities as the person in charge of the Production Headquarters overall since 2023.

With the expectation that he can contribute to the management of the Company, he has been selected as a candidate for Director.

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