Seiko : Notice of the ordinary general meeting of shareholders and meeting materials

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[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.

(Stock Exchange Code 8050) June 9, 2023 (Start date for electronic provision measures) May 30, 2023

To Shareholders with Voting Rights:

Shuji Takahashi

President

SEIKO GROUP CORPORATION

5-11, Ginza 4-chome,Chuo-ku, Tokyo

NOTICE OF

THE 162ND 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 162nd Ordinary General Meeting of Shareholders of SEIKO GROUP CORPORATION (the "Company"). The meeting will be held for the purposes described below.

In convening this Meeting, the Company has adopted measures for the electronic provision of information contained in the Reference Documents for the General Meeting of Shareholders (electronic provision measures) and has posted such information on the following websites on the Internet. Please access either website to view the documents.

The Company's website	https://www.seiko.co.jp/en/ir/library/meeting.html
	https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Tokyo Stock Exchange Website	Searched by entering "Seiko Group" or "8050" in the issue name (company
(Listed Company Search)	name) or stock exchange code field, and selecting "Basic information," then
	"Documents for public inspection/PR information."
Convocation on the Internet	https://s.srdb.jp/8050/
Scheduled to be posted on Thursday, June 8, 2023.

Please review the attached Reference Documents for the General Meeting of Shareholders (pages 5 through 26), and exercise your voting rights in accordance with the "Notice regarding Exercise of Voting Rights" (pages 4) by 6 p.m. on Wednesday, June 28, 2023, Japan time.

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1. Date and Time:Thursday, June 29, 2023, at 10 a.m. Japan time (The reception desk will open at 9 a.m. Japan time.)

2. Place: Toranomon Hills Forum Hall B

Toranomon Hills Mori Tower 4F

23-3, Toranomon 1-chome,Minato-ku, Tokyo, Japan

3. Meeting Agenda:

Matters to be reported: 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, 2023 (from April 1, 2022 to March 31, 2023)

Proposals to be resolved: Proposal 1: Distribution of Surplus Proposal 2: Election of Nine (9) Directors Proposal 3: Election of Two (2) Corporate Auditors

Proposal 4: Revision of Upper Limit of Stock Compensation, etc. for Directors

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.
2. 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.

◎Among the matters related to electronic provision measures, the following matters are not included in the paper copy delivered to shareholders who have requested, but are posted on each of the aforementioned websites on the Internet, pursuant to the provisions of laws and regulations and Article 16, paragraph 2 of the Articles of Incorporation of the Company.

1. "Overview of the system to ensure proper operations and the implementation status thereof" for the Business Report
2. "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 (i) to

• 1. above.
• Corrections, if any, to the matters related to electronic provision measures, will be posted on each of the aforementioned websites on the Internet, indicating the matters both before and after correction.

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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): Thursday, June 15, 2023 to Friday, September 29, 2023

Distribution URL:https://v.srdb.jp/8050/2023soukai_visual/

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	Thursday, June 29, 2023, from 10 a.m. Japan time to the end of the meeting
date and time	* The website can be accessed from 9 a.m. Japan time.
Distribution	https://v.srdb.jp/8050/2023soukai/
URL

2. When the screen for entering your ID and password appears, please enter your ID and password as shown below.

ID	Notified to shareholders on written Notice of the General Meeting of Shareholders
Password	Notified to shareholders on written Notice of the General Meeting of 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 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 trouble, or other circumstances.
• Please refrain from recording, photographing, or saving the live streaming. Please do not disclose your ID or password to the public.

For inquiries on how to view the live streaming and network on the day of the meeting:

	Contact phone number:	Contact time:
TAKARA PRINTING CO., LTD.	Notified to shareholders on	Thursday, June 29, 2023,
(Live streaming support company)	written Notice of the General	from 9 a.m. to 12 p.m.
	Meeting of Shareholders	Japan time

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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: Thursday, June 29, 2023, at 10 a.m., Japan time

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.

Shareholders not attending the meeting in person

Exercise of voting rights in writing

Deadline: Must reach the Company by 6 p.m. on Wednesday, June 28, 2023, 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.

Any proposals which have not been voted for or against will be construed to have been voted for.

Exercise of voting rights via "Smart Exercise"

Deadline: By 6 p.m. on Wednesday, June 28, 2023, Japan time

1. Scan the "Smart Exercise" QR code on the bottom right of the enclosed Voting Rights Exercise
   Form using a smartphone or tablet device.
2. • An application or function that can scan QR codes is required. (QR code is a registered trademark of DENSO WAVE INCORPORATED.)
3. Enter your votes for or against the proposals in accordance with the screen instructions.

• 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

Deadline: By 6 p.m. on Wednesday, June 28, 2023, Japan time

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.

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[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: 37.5 yen

Total amount of dividends: 1,550,376,638 yen

Note: As the Company has already paid an interim dividend of 37.5 yen per share, the annual dividend for the 162nd fiscal year will be 75 yen per share.

1. Effective date of distribution of surplus June 30, 2023

[For reference]

		FY2018	FY2019	FY2020	FY2021		FY2022
Cash dividends
per share		75 yen	75 yen	37.5 yen	50 yen		75 yen
(full year)