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: 6235
March 6, 2020
To our shareholders:Ihei Hayashi
Representative Director and President
Optorun Co., Ltd.
Registered head office:10-1, Takeno, Kawagoe-shi, Saitama
Tokyo office (headquarters):
11th Floor, Metropolitan Plaza Building,
1-11-1, Nishi-Ikebukuro, Toshima-ku, Tokyo

Notice of the 21st Annual General Meeting of ShareholdersYou are cordially invited to attend the 21st Annual General Meeting of Shareholders of Optorun Co., Ltd. (the“Company”), which will be held as indicated below.
If you are unable to attend the meeting, please take the time to exercise your voting rights by using either of thefollowing methods.
[Exercising your voting rights in writing]
Please indicate your approval or disapproval of the proposals in the enclosed voting form, and then return the form
to the Company by postal mail so that your vote is received by 5:30 p.m. on Tuesday, March 24, 2020 (JST).
[Exercising voting rights via the Internet, etc.]
Please review the “Guide to Exercising Voting Rights via the Internet, etc.” (available in Japanese only) on thisnotice, and enter your approval or disapproval of the proposals by 5:30 p.m. Tuesday, March 24, 2020 (JST).
[Gifts for Shareholders]
Please be aware that there will be no gifts for shareholders who attend the meeting.
1. Date and Time: Wednesday, March 25, 2020, at 10:00 a.m. (JST)(Reception is scheduled to open at 9:00 a.m.)
2. Venue:
Prince Hall, 3rd Floor, Kawagoe Prince Hotel,
1-22, Shintomi-cho, Kawagoe-shi, Saitama
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 21st fiscal year (from January 1,
2019 to December 31, 2019), and the results of audits of the Consolidated Financial Statements by theFinancial Auditor and the Board of Auditors
2. The Non-consolidated Financial Statements for the 21st fiscal year (January 1, 2019 to December 31,2019)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors

Please submit the enclosed voting form to the venue reception when attending the meeting.
Among the documents to be provided with this notice, the items below are published online at the Company website(URL: http://www.optorun.co.jp/en/) pursuant to laws and regulations, as well as Article 16 of the Company’s Articles ofIncorporation.
(i) Notes to Consolidated Financial Statements(ii) Notes to Non-consolidated Financial Statements
These items are included in the Consolidated Financial Statements, and Non-consolidated Financial Statements audited by theFinancial Auditor or the Corporate Auditors in preparing their respective Audit Reports.
Please note that any revisions made to the Reference Documents for the General Meeting of Shareholders, Business Report, and Nonconsolidated and Consolidated Financial Statements are published online at the aforementioned Company website.

Reference Documents for the General Meeting of Shareholders

Proposal No. 1

Appropriation of Surplus

The Company considers the return of profit to shareholders a top priority of management and operates under thebasic policy to pay stable dividends while giving full consideration to matters including future businessdevelopment. Accordingly, the Company proposes to pay year-end dividends for the 21st fiscal year as follows:
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥60 per common share of the Company.
In this event, the total dividends will be ¥2,544,436,140.
(3) Effective date of dividends of surplus
The effective date of dividends will be March 26, 2020.

Proposal No. 2

Election of Six Directors

The terms of office of all seven Directors will expire at the conclusion of this meeting. Therefore, the Company
proposes the election of six Directors.
The candidates for Director are as follows:Candidate
No.

Name(Date of birth)

1Ihei Hayashi(February 27, 1957)

Career summary, and position and responsibility in theCompany(Significant concurrent positions outside the Company)
Feb. 1981
Joined Shanghai Semiconductor Device
Laboratory
Apr. 1993
Joined Tokyo Electronic Metallurgy Laboratory(current TDY Inc.)
Aug. 2000
Joined the CompanyMay 2001
Executive Officer and General Manager ofProduction Technology Division and General
Manager of Production Department
June 2001DirectorNov. 2003
Managing Director, Senior Executive Officer,
General Manager of Production andTechnology Department, and General Managerof Component Preparation Office
Mar. 2006
DirectorApr. 2006
Director and Senior Executive Officer
May 2006
President of OPTORUN (SHANGHAI) CO.,LTD.
Apr. 2013
Vice Chairman of OPTORUN (SHANGHAI)
CO., LTD.
Oct. 2013
Chairman of OPTORUN TAIWAN CO., LTD.
(current position)
Mar. 2014
Representative Director and President, andExecutive Officer of the Company
Aug. 2016
President of OPTORUN (SHANGHAI)
TRADING CO., LTD. (current position)
Apr. 2017
Representative Director and President,
Executive Officer, and General Manager of
Production Management Department of theCompany
Sept. 2018
Representative Director and President, andExecutive Officer (current position)
Mar. 2019
Chairman of OPTORUN (SHANGHAI) CO.,LTD. (current position)

Number of theCompany’s shares
owned

682,000 shares

Candidate
No.

Name(Date of birth)

2Toshinori Takahashi(June 29, 1948)

Career summary, and position and responsibility in theCompany(Significant concurrent positions outside the Company)
Apr. 1972
Joined The Nippon Credit Bank, Ltd. (currentAozora Bank, Ltd.)
Apr. 1998
Director of Nippon Credit Bank Investment
ManagementApr. 1999
Managing Director of Nippon Credit Bank
Investment Management
June 1999
Joined Merrill Lynch Japan Securities Co., Ltd.
Jan. 2001
Joined the Company
Senior Executive Officer and CFOMay 2001
Senior Executive Officer, General Manager ofManagement Division and General Manager ofCorporate Planning Office
June 2001
DirectorOct. 2001
Director of OPTORUN (SHANGHAI) CO.,LTD. (current position)
Nov. 2003
Managing Director of the Company
Mar. 2006
DirectorApr. 2006
Director, Senior Executive Officer and General
Manager of Management Department
Oct. 2013
Director of OPTORUN TAIWAN CO., LTD.
(current position)
Aug. 2014
Director of Optorun USA, INC. (currentposition)
Mar. 2017
Director, Managing Executive Officer, andGeneral Manager of Management Departmentof the Company
Mar. 2018
Director, Senior Managing Executive Officer,
and General Manager of ManagementDepartment
Apr. 2019
Director, Senior Managing Executive Officer,
General Manager of Management Department,
and General Manager of Corporate Planning
Office (current position)
Certificates: U.S. Certified Public Accountant and MBA(Finance)

Number of theCompany’s shares
owned481,900 shares

Candidate
No.

Name(Date of birth)3

Bin Fan(November 21, 1972)

4Min Rin(December 7, 1961)

5

Takeshi Higuchi(July 3, 1943)

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(Significant concurrent positions outside the Company)
Sept. 1994
Joined Shanghai Institute of Technical Physics,
Chinese Academy of SciencesFeb. 2000
Joined the Company
Apr. 2008
General Manager of Technical Development
Department
Apr. 2013
Executive Officer and General Manager ofTechnical Development Department
Mar. 2014
Director, Executive Officer and General
Manager of Technical Development
Department
Aug. 2014
Director and CEO of Optorun USA, INC.
307,000 shares(current position)
Mar. 2017Managing Executive Officer and General
Manager of Technical Development
Department of the Company
Sept. 2018
Managing Executive Officer and GeneralManager of Technical Development Division
Mar. 2019
Director, Senior Managing Executive Officerand General Manager of TechnicalDevelopment Division (current position)
Mar. 2019
Director of OPTORUN TAIWAN CO., LTD.
(current position)
Certificates: Doctor of Engineering
Apr. 1984
Deputy Director of Zhejiang Crystal Factory
Apr. 1993
President of Taizhou Wote Electronics Co., Ltd.
Apr. 1997
Vice President of Zhejiang Crystal Electronics
Group Co., Ltd.
Aug. 2002
Chairman of Zhejiang Crystal-Optech Co., Ltd.
(current position)
Mar. 2018
Outside Director of the Company (currentposition)(Significant concurrent positions outside the Company)
Chairman of Zhejiang Crystal-Optech Co., Ltd.
Apr. 1967
Joined Fuji Photo Optical Co., Ltd. (currentFujifilm Corporation)
June 1998
Managing Director of Fuji Photo Optical Co.,Ltd.
June 2000
President and Representative Director of Fuji
Photo Optical Co., Ltd.
Dec. 2005
Executive Officer and General Manager ofOptical Device Division of Fuji Photo FilmCo., Ltd.
Nov. 2008
Director, Senior Vice President, and General
Manager of Optical Device Division of Fujifilm
Corporation
June 2010
Director of Fujifilm Holdings Corporation
June 2010
Director and Senior Vice President of Fujifilm
Corporation
June 2015
Outside Director of The Musashino Bank, Ltd.
(current position)
Mar. 2016
Outside Director of the Company (currentposition)(Significant concurrent positions outside the Company)
Outside Director of The Musashino Bank, Ltd.

Candidate
No.

Name
(Date of birth)

6

Naoko Yamazaki(December 27, 1970)

Notes:

Career summary, and position and responsibility in theCompany(Significant concurrent positions outside the Company)
Apr. 1996
Joined the National Space Development
Agency of Japan (current Japan Aerospace
Exploration Agency (JAXA))
Sept. 2001
Authorized as an astronaut to board theInternational Space Station
Apr. 2010
Served as a mission specialist on the Space
Shuttle Discovery, and engaged the mission ofassembling the International Space Station(STS-131 (19A))
Aug. 2011
Resigned from JAXA
Sept. 2011
Honorary Chairman of the Japan Abacus
Education Association (current position)
Apr. 2012
Visiting Professor of Ritsumeikan University(current position)
July 2012
Member of the Committee on National Space
Policy under the Cabinet Office (currentposition)
May 2013
Visiting Professor of Joshibi University of Artand Design (current position)
July 2015
Director of the Japanese Rocket Society andChairman of the “Sorajo” Board (currentposition)
Dec. 2015
Member of the Executive Committee and theAdvisory Board for the International RobotCompetition (current position)
Mar. 2016
Outside Director of Nabtesco Corporation(current position)
Apr. 2016
Specially Appointed Associated Professor,
Graduate School of Advanced Integrated
Studies in Human Survivability of Kyoto
UniversitySept. 2017
Outside Director of the Company (currentposition)
June 2018
Outside Director of Topcon Corporation(current position)
July 2018
Representative Director of Space Port Japan
Association (current position)(Significant concurrent positions outside the Company)
Member of the Committee on National Space Policy under theCabinet OfficeOutside Director of Nabtesco Corporation
Outside Director of Topcon Corporation

Number of theCompany’s shares
owned-1. There is no special interest between any of the candidates and the Company.
2. Min Rin, Takeshi Higuchi, and Naoko Yamazaki are candidates for outside Director.
3. Matters regarding candidates for Director (excluding outside Directors)
Reasons for nomination as candidate for Director
Ihei Hayashi has led all facets of business at the Company as Representative Director and President, and Executive
Officer, and he has driven the growth of business at the Company. The Company nominates Ihei Hayashi as a candidatefor Director of the Company so that his extensive experience, performance and knowledge related to corporate
management may contribute to the management of the Company.
Toshinori Takahashi has led the corporate management of the Company as Director, Senior Managing Executive Officer,General Manager of Management Department and General Manager of Corporate Planning Office. The Company
nominates Toshinori Takahashi as a candidate for Director of the Company so that his extensive experience,
performance, high-level of expertise in finance and accounting as well as his knowledge related to corporate
management may contribute to the management of the Company.

Bin Fan has led the technical development of the whole Company as Director, Senior Managing Executive Officer, andGeneral Manager of Technical Development Division. The Company nominates Bin Fan as a candidate for Director ofthe Company so that his extensive experience and performance may contribute to the management of the Company.
4. Matters regarding candidates for outside Director
Reasons for nomination as candidate for outside Director
Min Rin is Chairman of the Board of Zhejiang Crystal-Optech Co., Ltd., which is a shareholder of the Company, and hepossesses extensive experience and a high-level of knowledge in corporate management. The Company nominates Min
Rin as a candidate for outside Director of the Company so that it can utilize his precise advice related to themanagement of the Company. Min Rin is currently outside Director of the Company, and at the conclusion of thismeeting, his tenure as outside Director will have been two years.
Takeshi Higuchi possesses extensive experience and a high-level of knowledge related to global corporate management.
The Company nominates Takeshi Higuchi as a candidate for outside Director of the Company so that it can utilize hisprecise advice related to the management of the Company. Takeshi Higuchi is currently outside Director of the Company,and at the conclusion of this meeting, his tenure as outside Director will have been four years.
Naoko Yamazaki possesses experience as an astronaut and broad knowledge and insight into aerospace engineering. TheCompany nominates Naoko Yamazaki as a candidate for outside Director of the Company so that it can utilize her
perspectives on astronautics and corporate management in the corporate management of the Company. Naoko Yamazaki
is currently outside Director of the Company, and at the conclusion of this meeting, her tenure as outside Director will
have been two years and six months.
5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Min Rin, Takeshi Higuchi and Naoko Yamazaki to limit their liability for damages under Article 423, paragraph (1)of the Companies Act to the minimum liability amount provided for by Article 425, paragraph (1) of the same Act. If thereelection of Min Rin, Takeshi Higuchi and Naoko Yamazaki are approved, the Company plans to renew theaforementioned agreements with them.
6. The Company has submitted notification to Tokyo Stock Exchange that Takeshi Higuchi and Naoko Yamazaki havebeen appointed as independent officers as provided for by the aforementioned exchange. If the reelection of Takeshi
Higuchi and Naoko Yamazaki is approved, the Company plans for their appointment as independent officers to continue.