Restar : Notice of Convocation of 2024 Ordinary General Meeting of Shareholders

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 3156 June 12, 2024 (Date of commencement of measures for electronic provision: June 5, 2024)

To our shareholders:

Tomoharu Asaka

Representative Director

Restar Corporation

10-9, Konan 2-chome,Minato-ku, Tokyo

Notice of Convocation of the 5th Ordinary General Meeting of Shareholders

Restar Corporation (hereinafter referred to as "the Company") will hold its 5th Ordinary General Meeting of Shareholders as explained below.

We have adopted measures for the electronic provision of information for this General Meeting of Shareholders. The matters to be provided in electronic format (the "Electronic Provision Measures Matters") are posted on the Internet website shown below as "Notice of Convocation of the 5th Ordinary General Meeting of Shareholders."

The Company's website: https://www.en.restargp.com/ir/stock-related/#ir-stock-general-meeting

This information is also posted on the Internet website shown below.

Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the Tokyo Stock Exchange website shown above, enter the Company's name or securities code to search, and click "Basic information" then "Documents for public inspection/PR information" to view the Electronic Provision Measures Matters.

If you plan not to attend the meeting, you can exercise your voting rights using either of the following methods, so please exercise your voting rights after reviewing the Reference Materials for the General Meeting of Shareholders listed in the Electronic Provision Measures Matters.

[Exercising voting rights in writing]

Please indicate your approval or disapproval of each of the proposals on the enclosed form and return it to the Company no later than 5:30 p.m. on Wednesday, June 26, 2024 (JST).

[Exercising voting rights via the Internet]

Please access our designated voting website (https://evote.tr.mufg.jp/) and enter the login ID and temporary password printed on the enclosed form for exercising voting rights and follow the on-screen instructions to enter your approval or disapproval of each of the proposals no later than 5:30 p.m. on Wednesday, June 26, 2024 (JST).

In addition, if using the Internet to exercise your voting rights, we request that you kindly check "Instructions on Exercising Your Voting Rights via the Internet" in "Instructions on Exercising Your Voting Rights" on pages 3 and 4.

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1. Date and Time: 10:00 a.m. on Thursday, June 27, 2024 (JST) (Reception desk is scheduled to open at 9:30 a.m.)
2. Venue: Seminar Room, Restar Building 3F

10-9, Konan 2-chome,Minato-ku, Tokyo

(As of August 21, 2023, the Company has relocated its head office from Shinagawa-ku, Tokyo to Minato-ku, Tokyo, and the venue for the General Meeting of Shareholders has been changed as stated above. When attending, please refer to the Ordinary General Meeting of Shareholders venue guide map at the end of the document and be careful not to make any mistakes.)

3. Agenda:

Matters to be reported:

1. Business Report, Consolidated Financial Statements and Audit Reports on the Consolidated Financial Statements from the Accounting Auditor and the Audit and Supervisory Committee for the 15th Fiscal Year (April 1, 2023 to March 31, 2024)
2. Report on the Non-consolidated Financial Statements for the 15th Fiscal Year (April 1, 2023 to March 31, 2024)

Matters to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Six Directors (Excluding Directors Who are Audit and Supervisory Committee Members)

Proposal No. 3: Election of Three Directors Who are Audit and Supervisory Committee Members

Proposal No. 4: Election of One Substitute Director Who is an Audit and Supervisory Committee Member

1. Instructions on Exercising Voting Rights
   Please refer to "Instructions on Exercising Your Voting Rights" on pages 3 to 4.
2. Instructions on the Acceptance of Questions Beforehand
   On the Company's website (https://www.restargp.com/), please click CONTACT, go to Inquiries on IR -> click "inquiry," and submit your question.

• The paper copy (Notice of Convocation of the 5th Ordinary General Meeting of Shareholders) sent to shareholders doubles as the paper copy of the Electronic Provision Measures Matters based on shareholders' requests for the delivery of documents. The following items are not included in this paper copy, in accordance with the provisions of applicable laws and regulations, as well as Article 16 of the Company's Articles of Incorporation. As such, this paper copy only presents part of the documents audited by the Audit and Supervisory Committee and the Accounting Auditor in preparing their audit reports.
• • Notes to the Consolidated Financial Statements
  • Notes to the Non-consolidated Financial Statements
• In the event of revisions to the Electronic Provision Measures Matters, the details of the revisions will be made available on each website on which the Electronic Provision Measures Matters are posted.

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Instructions on Exercising Your Voting Rights

The right to vote at the General Meeting of Shareholders is an important right for shareholders.

Please review the Reference Materials for the General Meeting of Shareholders included in the Electronic Provision Measures Matters and exercise your voting rights.

There are two options to exercise your voting rights as shown below.

Exercise of Voting Rights in Writing by Postal Mail

Please indicate your for or against the proposals on the enclosed voting rights exercise form and return it to us by postal mail without a postage stamp. If you do not indicate your vote on a proposal, it will be treated as a vote "for" that proposal.

Deadline for the exercise of voting rights: Received by 5:30 p.m. on Wednesday, June 26, 2024 (JST).

Exercise of Voting Rights via the Internet

Please access the website for exercising voting rights (https://evote.tr.mufg.jp/) using a PC or smartphone, enter the login ID and temporary password provided on the enclosed voting rights exercise form, and follow the instructions on the screen to indicate your vote for or against the proposals.

Deadline for the exercise of voting rights: 5:30 p.m. on Wednesday, June 26, 2024 (JST).

How to Complete Your Voting Rights Exercise Form

Proposal No. 1 and Proposal No. 4

If you vote for the proposal, please tick the column "Agree."

If you vote against the proposal, please tick the column "Disagree."

Proposal No. 2 and Proposal No. 3

If you vote for all candidates, please tick the column "Agree."

If you vote against all candidates, please tick the column "Disagree."

If you vote for some of the candidates, please tick the column "Agree" and enter the number(s) of the candidate whom you disagree with.

If you exercise your voting rights both in writing (by postal mail) and via the Internet, the exercise of voting rights via the Internet will be taken as a valid exercise of voting rights. If you exercise your voting rights more than once via the Internet, the last vote will be treated as a valid exercise of voting rights.

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Instructions on Exercising Your Voting Rights via the Internet

By Scanning the QR Code

You can log in to the website for exercising voting rights without entering your login ID and temporary password as provided on your voting rights exercise form.

1. Scan the QR code on the bottom right of your voting rights exercise form. * QR code is a registered trademark of DENSO WAVE INCORPORATED.
2. Please follow the instructions on the screen to indicate your vote for or against the proposals.

By Entering Login ID and Temporary Password

Website for Exercising Voting Rights URL: https://evote.tr.mufg.jp/

1. Access the website for exercising voting rights.
2. Enter the "login ID and temporary password" provided on your voting rights exercise form.
3. Please follow the instructions on the screen to indicate your vote for or against the proposals.

If you have any questions about how to operate your PC or smartphone to exercise your voting right via the Internet, please contact below.

Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation

Help Desk at 0120-173-027(Toll-free within Japan / from 9:00 a.m. to 9:00 p.m.)

Institutional investors may use the platform for the electronic exercise of voting rights for institutional investors operated by ICJ, Inc.

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Reference Materials for the General Meeting of Shareholders

Proposals and reference matters

Proposal No. 1: Appropriation of Surplus

1. Reason for the appropriation of surplus

In order to make up for the deficit in retained earnings brought forward, improve financial standing, and ensure the flexibility and agility of future capital policy, the Company proposes the appropriation of surplus. Specifically, pursuant to the provisions of Article 452 of the Companies Act, the deficit will be covered by transferring other capital surplus to retained earnings brought forward. As a result, the Company's amount of retained earnings brought forward after the transfer will be 0 yen.

This proposal relates to a transfer of account items within net assets on the non-consolidated balance sheet, therefore there are no changes in the amount of net assets of the Company. In addition, the total number of shares issued will not change, therefore there will be no impact on shareholders' number of shares held or net assets per share.

2. Matters related to the appropriation of surplus

(1)	Item under retained earnings to be reduced and said amount
	Other capital surplus	790,157,264 yen
(2)	Item under retained earnings to be increased and said amount
	Retained earnings brought forward	790,157,264 yen

1. Effective date of appropriation of surplus June 28, 2024

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Proposal No. 2: Election of Six Directors (Excluding Directors Who are Audit and Supervisory Committee Members)

At the conclusion of this General Meeting of Shareholders, the terms of office of all four Directors (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire. Therefore, the Company proposes that six Directors be elected.

This proposal has been reviewed by the Audit and Supervisory Committee and the candidates for Director herein proposed have been deemed to be suitable.

The candidates for Director are as follows.

Candidate	Name	Positions and responsibilities within the Company
No.
1	Kunihiro Konno	Chairman and President	Reelection
2	Hideya Yamaguchi	Representative Director and Vice President	Reelection
3	Tomoharu Asaka	Representative Director and Vice President	Reelection
4	Hiroaki Konno	Representative Executive Director	Reelection
				New election
5	Kiyoshi Togawa	Outside Director (Audit and Supervisory Committee Member)	Outside
				Independent
				New election
6	Jin-hyuk Yun	-		Outside
				Independent
Reelection: Candidate for reelection as Director
New election: Candidate for new election as Director
Outside: Candidate for Outside Director
Independent: Independent Director
Candidate	Name	Career summary, positions and responsibilities within the	Number of shares
of the Company
No.	(Date of birth)		Company
	owned
		Apr. 1987	Established VITEC CO., LTD. (VITEC
			HOLDINGS CO., LTD.)
			President, VITEC CO., LTD.
		Nov. 1996	Senior Vice President, Member of the Board
			and Counselor (soudanyaku), VITEC CO.,
			LTD.
		June 2003	Special Advisor,VITEC CO., LTD.
		June 2012	Chairman, VITEC CO., LTD.
		Apr. 2013	Chairman & President, VITEC CO., LTD.
		Jan. 2018	President, VITEC GLOBAL ELECTRONICS
	Kunihiro Konno		CO., LTD. (currently Restar Electronics
		Corporation)
	(July 15, 1940)		3,225
	Apr. 2018	Chairman & Representative Director, Vitec
	Reelection
		Vegetable Factory Co., Ltd.
1		Aug. 2018	Chairman & Member of the Board, Vitec
		Vegetable Factory Co., Ltd.
		Apr. 2019	Chairman and CEO, the Company
		Apr. 2020	Representative Director and CEO, the
			Company
		June 2023	Chairman, President and CEO, the Company
		Apr. 2024	Chairman and President, the
			Company (present post)
		[Significant concurrent positions outside the Company]
		None
	[Reasons for nomination]
	Mr. Kunihiro Konno has worked in the electronics industry for many years. With his managerial experience and
	achievements, the Company believes that he will be able to continue to appropriately perform his duties as a Director in
	the overall management of the Group.
	[Special interest between the candidate and the Company]
	There are no significant conflicts of interest.

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Candidate	Name	Career summary, positions and responsibilities within the	Number of shares
of the Company
No.	(Date of birth)		Company
	owned
		Apr. 1982	Joined TOSHIBA CORPORATION
		Apr. 2000	Vice President, Toshiba Europe Electronic
			Components, Inc.
		June 2005	Vice President, Toshiba America Electronic
			Components, Inc.
		June 2012	President, Toshiba America Electronic
			Components, Inc.
		June 2016	President and CEO, TOSHIBA DEVICE
			CORPORATION
		Oct. 2019	Managing Executive Officer, the Company
			Executive Vice President, Restar Electronics
	Hideya Yamaguchi		Corporation
	(April 21, 1959)	Apr. 2020	Senior Managing Executive Vice President,		5,977
	Reelection		Restar Electronics Corporation
	Oct. 2020	Senior Corporate Executive Officer, the
2			Company
		President, Restar Electronics Corporation
		June 2021	Representative Director, the Company
		June 2022	Deputy Chief Executive Officer, the Company
		June 2023	Representative Director, Vice President and
			COO, the Company
		Apr. 2024	Representative Director and Vice President, the
			Company (present post)
		[Significant concurrent positions outside the Company]
		None
	[Reasons for nomination]
	Mr. Hideya Yamaguchi has worked in the electronics industry for many years. With his knowledge and managerial
	experience, the Company believes that he, as an officer in charge of global expansion and new business promotion
	of the Group, will be able to appropriately perform his duties as a Director.
	[Special interest between the candidate and the Company]
	There are no significant conflicts of interest.
		Apr. 1974	Joined Sumitomo Corporation
		May 2001	CFO, Sumitomo Corporation Europe Limited
		June 2006	Representative Director and President,
			Sumitomo Shoji Financial Management Co.,
			Ltd.
		June 2009	Full-time Corporate Auditor, Sumisho
			Computer Systems Corporation (currently
			SCSK Corporation)
		Oct. 2011	Full-time Corporate Auditor, SCSK Corporation
	Tomoharu Asaka	June 2013	Full-time Corporate Auditor, JIEC Co., Ltd.
	(January 28, 1952)	July 2017	Advisor, the Company		5,048
	Reelection	June 2018	Director (Full-time Audit and Supervisory
			Committee Member), the Company
3		June 2022	Representative Director, the Company
	June 2023	Representative Director, Vice President and
			CFO in charge of Corporate Office, the
			Company
		Apr. 2024	Representative Director and Vice President, the
			Company (present post)
		[Significant concurrent positions outside the Company]
		None
	[Reasons for nomination]
	Mr. Tomoharu Asaka has abundant experience at general trading companies, specialist knowledge mainly
	concerning accounting and finance, and experience as a corporate auditor. The Company believes that he, as the
	manager in charge of corporate operations, will be able to appropriately perform his duties as a Director on the path
	to expanding its business in the future.
	[Special interest between the candidate and the Company]
	There are no significant conflicts of interest.

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Candidate	Name	Career summary, positions and responsibilities within the	Number of shares
of the Company
No.	(Date of birth)		Company
	owned
		Apr. 1977	Joined Asahi Fire & Marine Insurance Co. Ltd.
			(currently Rakuten General Insurance Co., Ltd.)
		June 2009	Corporate Auditor, VITEC CO., LTD. (VITEC
			HOLDINGS CO., LTD.)
		Apr. 2013	Joined VITEC CO., LTD.
		Apr. 2017	Corporate Officer, VITEC CO., LTD.
			Managing Director, VITEC GREEN ENERGY
			CO., LTD.
	Hiroaki Konno	Apr. 2018	Representative Director and President, VITEC
		ENESTA CO., LTD.
	(January 9, 1973)		31,326
	Apr. 2019	Executive Officer, the Group
	Reelection
	Apr. 2020	Corporate Executive Officer, the Company
4		Apr. 2022	Senior Corporate Executive Officer, the
		Company
		Apr. 2023	Representative Director and President, RESTAR
			COMMUNICATIONS Corporation
		June 2023	Representative Executive Director, the
			Company (present post)
		[Significant concurrent positions outside the Company]
		None
	[Reasons for nomination]
	Mr. Hiroaki Konno has extensive management experience and broad knowledge regarding the Group's
	environmental energy business. The Company believes that he, as a chief of systems business unit of the Group,
	will be able to appropriately perform his duties as a Director.
	[Special interest between the candidate and the Company]
	There are no significant conflicts of interest.

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Candidate	Name	Career summary, positions and responsibilities within the	Number of shares
of the Company
No.	(Date of birth)		Company
	owned
		Apr. 1971	Joined Hitachi Chemical Co., Ltd. (currently
			Resonac Corporation)
		Apr. 2000	Executive Officer, Manager, International
			Business Promotion Office, Hitachi Chemical
			Co., Ltd.
		Apr. 2004	Vice President and Executive Officer, General
			Manager, Marketing & Sales Operations,
			Hitachi Chemical Co., Ltd.
		Apr. 2007	Senior Vice President and Executive Officer,
	Kiyoshi Togawa		General Manager, Marketing & Sales
		Operations, Hitachi Chemical Co., Ltd.
	(May 21, 1948)	Apr. 2010	Senior Vice President and Executive Officer,
	New election		General Manager, Corporate Business Strategy		0
	Outside		Headquarters and Manager, Group Company
	Independent		Office, Hitachi Chemical Co., Ltd.
	Mar. 2013	Representative, VISTOM Marketing (present
5			post)
		Outside Director, SWCC SHOWA HOLDINGS
			CO., LTD. (currently SWCC Corporation)
		Sept. 2017	Outside Auditor, the Company
		June 2018	Outside Director (Audit and Supervisory
			Committee Member), the Company (present
			post)
		[Significant concurrent positions outside the Company]
		Representative, VISTOM Marketing
	[Reasons for nomination and summary of expected roles]
	Mr. Kiyoshi Togawa has been nominated due to his wide-ranging experience and outstanding insights accumulated
	in his managerial roles in sales and management strategy at a manufacturer of functional materials and cutting-edge
	components and systems, and as a university lecturer, which the Company expects him to use to provide opinions
	regarding management supervision, auditing, and business strategies from an objective and neutral perspective,
	leading to a further strengthening of the Company's corporate governance and business growth.
	[Special interest between the candidate and the Company]
	There are no significant conflicts of interest.
		Apr. 1979	Joined Samsung Electronics Co., Ltd.
		Apr. 2006	Vice President, Mobile Display Division
			Manager, in charge of LCD, Samsung
			Electronics Co., Ltd.
		Apr. 2009	Vice President and Division Manager, Samsung
			Mobile Display Co., Ltd. (currently Samsung
	Jin-hyuk Yun		Display Co., Ltd.)
	(October 6, 1953)	Apr. 2010	Representative Director, Samsung Japan
	New election		Corporation		0
	Apr. 2012	Representative Director and President,
	Outside
		S-1CORPORATION
	Independent
	Apr. 2013	Chairman, Korea Industrial Technology
6			Protection Association
	Jan. 2018	Advisor, S-1CORPORATION
		Apr. 2020	Advisor (part-time), the Company (present post)
		[Significant concurrent positions outside the Company]
		None
	[Reasons for nomination and summary of expected roles]
	Mr. Jin-hyuk Yun has been nominated due to his wide-ranging management experience and global perspective
	cultivated over many years as a business manager in business strategy planning and device business at a global
	company, which the Company expects him to use to provide opinions regarding management supervision, global
	strategies, and business strategies from an objective and neutral perspective, leading to a further strengthening of
	the Company's corporate governance and business growth.
	[Special interest between the candidate and the Company]
	There are no significant conflicts of interest.
(Notes) 1.	Mr. Kiyoshi Togawa and Mr. Jin-hyuk Yun are candidates for Outside Director.

2. Mr. Kiyoshi Togawa is currently an Outside Director who is an Audit and Supervisory Committee Member of the Company,

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and at the conclusion of this General Meeting of Shareholders, his term of office as Outside Director who is an Audit and Supervisory Committee Member will have been six years. Furthermore, his records of attendance have been 22/22 (100%) at Board of Directors meetings for this fiscal year and 16/16 (100%) at Audit and Supervisory Committee meetings.

1. If the election of Mr. Kiyoshi Togawa and Mr. Jin-hyuk Yun as Outside Directors is approved, the Company plans to conclude liability limitation contracts with them pursuant to Article 427, Paragraph 1 of the Companies Act such that their liability for damages outlined under Article 423, Paragraph 1 of the same act shall be limited to the minimum liability amount stipulated in Article 425, Paragraph 1 of the same act.
2. The Company has notified the Tokyo Stock Exchange that Mr. Kiyoshi Togawa is being designated as an Independent Director according to the rules of the said exchange. If his election is approved, the Company plans for his appointment as Independent Director to continue. Furthermore, the Company's criteria for determining independence of Outside Directors is appended for your reference.
3. Mr. Jin-hyuk Yun meets the requirements for independence according to the rules of the Tokyo Stock Exchange. If his election is approved, the Company plans to notify the aforementioned exchange that he is being designated as an Independent Director. Furthermore, the Company's criteria for determining the independence of Outside Directors is appended for your reference.
4. The Company has entered into a Directors and Officers liability insurance contract as stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The policy covers attorneys' fees in relation to litigations and damage payments to be borne by insured persons arising from third party litigations. Each of the candidates will be included as insured persons under the insurance contract.

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