SMC : Notice of Convocation Annual General Meeting 2023

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.

In the fiscal year ended March 31, 2023, each country across the globe is returning to normal after the COVID-19 pandemic as demand for capital expenditures is headed toward recovery in each industrial area. However, it is unclear when various issues will be resolved, including intensifying conflict between the U.S. and China, supply difficulties for components and raw materials, primarily semiconductors, and the military invasion of Ukraine by Russia. Concerns about an economic recession have also risen due to inflation and monetary tightening. As such, the outlook for the future continues to be uncertain.

Also, natural disasters have intensified, including heavy rains, flooding, and wild fires, and the total population in China is on the decline. Measures to resolve these social issues of climate change, low birth rate, and aging population have been in strong demand.

As a comprehensive manufacturer of automatic control equipment that contributes to the reduction of greenhouse gas emissions, including CO2, and promotion of automation and labor-saving operations, SMC strives to establish an internal structure to fulfill our responsibility to supply products under emergency circumstances, anywhere in the world.

SMC will further refine its strengths, which include a global network across more than 80 countries, 23,000 employees, 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 are also making capital investments to expand production capacity and create multi-location production centers and continuing initiatives for global cooperation of sales activities utilizing IT.

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

June 2023

Yoshiki Takada, President

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(Security Code: 6273)

Yoshiki Takada

President

SMC Corporation

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

Notice of the 64th Annual General Meeting of Shareholders

We would like to inform you that we will hold the 64th 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 2023".

The Company's website address https://www.smcworld.com/ir/en/

Tokyo Stock Exchange website address

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

• On the Company's website, please navigate through "Investor Relations", "IR Library", and "General Meeting of Shareholders", to "Notice of Convocation Annual General Meeting 2023".
  In the Tokyo Stock Exchange 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]".

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 28, 2023 (Wednesday) after studying the attached"Reference Documents for the General Meeting of Shareholders".

• Date and Time June 29, 2023 (Thursday) 10:00 a.m. (Reception starts at 9:00 a.m.)

Matters to be resolved

Proposal 1 Dividend of Surplus

Proposal 2 Election of 12 Directors

Proposal 3 Election of 3 Corporate Auditors

Proposal 4 Election of Accounting Auditor

Proposal 5 Amendments to and Continuation of Stock Compensation Plan for

Directors

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• Matters decided upon convening

(1) Providing informational materials for the general meeting of shareholders in electronic format ■In accordance with the revised Companies Act, for all general meetings of shareholders of listed

companies held from March 2023 onward, in principle companies will take"measures for electronic provision"of informational materials for general meetings of shareholders (reference documents for the general meeting of shareholders, business reports, consolidated financial statements, non-consolidated financial statements, etc.) by posting them in a browsable format for shareholders on websites, and will not deliver them on paper-based documents.

■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, a notification to that effect, and the corrected and pre-corrected versions of these matters shall be posted on the Company's website and Tokyo Stock Exchange 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.

[COVID-19 countermeasures]

• 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.

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Reference Documents for the General Meeting of Shareholders

Proposal 2 Election of 12 Directors

The term of office of all current 12 Directors will expire at the conclusion of this Annual General Meeting of Shareholders. It is, therefore, proposed that 12 Directors (including 4 Outside Directors) be elected (all Directors being reappointed).

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

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