April 12, 2016
Notice Regarding the Transition to a Company with an Audit and Supervisory Committeeand Amendments to the Company’s Articles of Incorporation
Star Micronics Co., Ltd. (“the Company”) decided, at its Board of Directors’ meeting held today, to transition to a
Company with an Audit and Supervisory Committee and to put forward a proposal to amend its articles ofincorporation at its 91st General Meeting of Shareholders scheduled for May 26, 2016. Brief details are presented
as follows.
Furthermore, the Company has today issued the separate release, “Notice Regarding Executive Appointments
Following the Transition to a Company with an Audit and Supervisory Committee”.
1. Transition to a Company with an Audit and Supervisory Committee(1) Reasons for transition
The Company has decided to adopt the policy of transitioning to a Company with an Audit and Supervisory
Committee and has put in place the Audit and Supervisory Committee and granted voting rights relating to the Boardof Directors to those directors (including multiple outside directors) who serve as an Audit and Supervisory
Committee Member. As a result, the Company will further strengthen the supervisory functions of the Board ofDirectors while upgrading corporate governance.
(2) Timing of transition
In specific terms, the Company will obtain the necessary approval to amend its articles of incorporation at theCompany’s 91st General Meeting of Shareholders scheduled for May 26, 2016. Plans are then in place to transition
to a Company with an Audit and Supervisory Committee.
2. Partial amendments of the Articles of Incorporation(1) Reasons for amendmentsi) In conjunction with the transition to a Company with an Audit and Supervisory Committee, the Company will
newly establish rules relating to directors, who serve as an Audit and Supervisory Committee Member, andthe Audit and Supervisory Committee. At the same time, the Company will rescind the rules relating to Audit& Supervisory Board members as well as the Audit & Supervisory Board.
ii) For flexible management of the Board of Directors, the person entitled to convene meetings of the Board ofDirectors and chairman set forth in Article 23 (Person Entitled to Convene Meetings of the Board of Directorsand Chairman) of the current Articles of Incorporation has been amended from the President and Director tothe Director designated by the Board of Directors.
iii) The Revised Corporate Law amends the range of officers, etc. who can execute a liability limitation agreement.
In line with this revision, the Company has amended Article 28 (Liability Limitation Agreement with OutsideDirectors) of the current Articles of Incorporation in order to enable the non-executive directors to execute aliability limitation agreement and thereby fully demonstrate their roles. This amendment has been approvedby all Audit & Supervisory Board Members of the Company.
iv) In order to implement flexible capital policy and dividend policy, the Company has added Article 34 (OrganDetermining Dividends from Retained Earnings, etc.), amended Article 37 of the current Articles ofIncorporation (Record Dates for Dividends from Retained Earnings), and deleted Article 7 (Acquisition ofCompany’s Own Stock) of the current Articles of Incorporation, which overlaps with the new provisions. Thisamendment does not preclude the General Meeting of Shareholders from determining dividends from retainedearnings.
v) With the establishment and deletion of the provisions above, the Company has amended some article numbers
and some words and made necessary overall amendments to the Articles of Incorporation.
(2) Details of amendments
Details of the proposed amendment are as per the attached sheet.

(3) Schedule of Amendment
Date of the General Meeting of Shareholders for the Amendment to the Articles of Incorporation:
May 26, 2016 (scheduled)
Effective date of the revised Articles of Incorporation:
May 26, 2016 (scheduled)

“The attached sheet”(The amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments

CHAPTER I GENERAL PROVISIONSCHAPTER I GENERAL PROVISIONS

Article 1 (Content omitted)

Article 1 (Unchanged)(Corporate Purposes)(Corporate Purposes)

Article 2 The purposes of the Company shall be tocarry on the following business:

Article 2 The purposes of the Company shall be tocarry on the following business:(1) through (6) (Content omitted)(1) through (6) (Unchanged)(7) To invest and provide loan financing in or to real
property and real property businesses;(7) To engage in the lease and management of real
property;(8) To act as non-life insurance agents, insurance
agents under the Automobile Liability Insurance Act,as amended, and solicitors of life insurance contracts;and(8) [This Paragraph will be amended to make partial
modifications of description only in Japanese. No
modification of English translation of this Paragraphis necessary.](9) (Content omitted)(9) (Unchanged)

Article 3 (Content omitted)

Article 3 (Unchanged)(Organs)(Organs)

Article 4 The Company has the following organs inaddition to the general shareholders’ meeting anddirectors.

Article 4 The Company has the following organs inaddition to the general shareholders’ meeting anddirectors.

(1) Board of Directors(1) Board of Directors(2) Audit & Supervisory Board Members(2) Audit and Supervisory Committee(3) Audit & Supervisory Board(Deleted)(4) Accounting Auditors(3) Accounting Auditors

Article 5 (Content omitted)

Article 5 (Unchanged)

CHAPTER II SHARESArticle 6 (Content omitted)

CHAPTER II SHARESArticle 6 (Unchanged)(Acquisition of Company’s Own Stock)(Deleted)

Article 7 The Company may, pursuant to theprovisions of Article 165, Paragraph 2, of the
Corporate Law, acquire its own stock through market
trading or other means by a resolution of the Board ofDirectors.
Article 8 through 12 (Content omitted)
CHAPTER III GENERAL MEETINGS OF
SHAREHOLDER

Article 7 through 11 (Unchanged)
CHAPTER III GENERAL MEETINGS OF
SHAREHOLDER

Article 13 through 18 (Content omitted)

Article 12 through 17 (Unchanged)

CHAPTER IV DIRECTORS AND THE BOARD OF
DIRECTORSCHAPTER IV DIRECTORS AND THE BOARD OF
DIRECTORS(Number and Election of Directors)(Number of Directors)

Article 19 The Company shall have ten (10) or fewer
Directors, who shall be elected by shareholders at theGeneral Meeting of Shareholders.

Article 18 The Company shall have ten (10) or fewer
Directors (excluding Directors who serve as an Audit
and Supervisory Committee Member).

Current Articles of Incorporation(New)

Proposed Amendments
2. The Company shall have four (4) or fewer
Directors who serve as an Audit and Supervisory
Committee Member.

2. A resolution on the election of Directors shall be
adopted at the General Meeting of Shareholders by amajority of the voting rights held by the shareholders
present with not less than one-third (1/3) of the voting
rights of all shareholders who can exercise voting
rights.

(Deleted)

3. A resolution on the election of Directors shall not
be made by cumulative voting.

(Deleted)(New)(Election of Directors)
Article 19 The directors who serve as an Audit
Supervisory Committee Member shall be
distinguished from other directors and be elected byshareholders at the General Meeting of Shareholders.
2. A resolution on the election of Directors shall beadopted at the General Meeting of Shareholders by amajority of the voting rights held by the shareholders
present with not less than one-third (1/3) of the voting
rights of all shareholders who can exercise voting
rights.
3. A resolution on the election of Directors shall not
be made by cumulative voting.

(Term of Office of Directors)(Term of Office of Directors)

Article 20 The term of office of a Director shall
expire at the conclusion of the Ordinary General
Meeting of Shareholders for the last fiscal year ending
within one (1) year after his or her appointment.

Article 20 The term of office of a Director (excluding
Directors who serve as an Audit and Supervisory
Committee Member) shall expire at the conclusion ofthe Ordinary General Meeting of Shareholders for thelast fiscal year ending within one (1) year after his orher appointment.

(New)

2. The term of office of a Director who serves as anAudit and Supervisory Committee Member shall
expire at the conclusion of the Ordinary General
Meeting of Shareholders for the last fiscal year ending
within two (2) years after his or her appointment.

(New)

3. The term of office of a Director serving as an Auditand Supervisory Committee Member who is elected tofill a vacancy created by another Director serving asan Audit and Supervisory Committee Member who
retires before the expiry of the term of his or her
office shall expire when the term of office of theretired Director would otherwise expire.

(Representative Directors)(Representative Directors)

Article 21 The Board of Directors shall appoint
Representative Directors by resolution.

Article 21 The Board of Directors shall appoint
Representative Directors by resolution from amongDirectors (excluding Directors who serve as an Auditand Supervisory Committee Member).

(Executive Directors)(Executive Directors)

Current Articles of Incorporation

Proposed Amendments

Article 22 The Board of Directors may appoint, byresolution, one Chairman of the Board and President
and Director, and one or more Senior Managing
Directors and Managing Directors; provided,
however, that the President and Director shall beappointed from among the Representative Directors.

Article 22 The Board of Directors may appoint, byresolution, one Chairman of the Board and President
and Director, and one or more Senior Managing
Directors and Managing Directors from among
Directors (excluding Directors who serve as an Auditand Supervisory Committee Member); provided,
however, that the President and Director shall be
appointed from among the Representative Directors.

(Person Entitled to Convene Meetings of the Board ofDirectors and Chairman)(Person Entitled to Convene Meetings of the Board ofDirectors and Chairman)

Article 23 The President and Director shall convene aMeeting of the Board of Directors and shall act aschairman thereof. Should the President and Director
be unable to act, one of the other Directors, in theorder fixed in advance by the Board of Directors, shallact in his place.

Article 23 The Director designated by the Board ofDirectors shall, unless otherwise provided for in laws
and regulations, convene a Meeting of the Board ofDirectors and shall act as chairman thereof. Should
the Director be unable to act, one of the otherDirectors, in the order fixed in advance by the Boardof Directors, shall act in his place.

(Notice of Convocation of Meetings of the Board ofDirectors)(Notice of Convocation of Meetings of the Board ofDirectors)

Article 24 Notice of convocation of a meeting of theBoard of Directors shall be dispatched to each
Director and Audit & Supervisory Board Member at
least three (3) days prior to the date set for suchmeeting; provided, however, that such period may beshortened in case of emergency.

Article 24 Notice of convocation of a meeting of theBoard of Directors shall be dispatched to each
Director at least three (3) days prior to the date set forsuch meeting; provided, however, that such period
may be shortened in case of emergency.

(Abbreviated Form of Resolution by the Board ofDirectors)(Abbreviated Form of Resolution by the Board ofDirectors)

Article 25 The Company may deem that a resolutionof the Board of Directors on matters to be resolved ata meeting of the Board of Directors is adopted if thereis the consent, in writing or via electromagnetic
recording, of all Directors with voting rights
concerning such matters; provided, however, that thisshall not apply whenever an Audit & Supervisory
Board Member expresses an objection.

Article 25 The Company may deem that a resolutionof the Board of Directors on matters to be resolved ata meeting of the Board of Directors is adopted if thereis the consent, in writing or via electromagnetic
recording, of all Directors with voting rights
concerning such matters.

(New)(Delegation of Decisions on Important BusinessExecution)
Article 26 Under Article 399-13, Paragraph 6 of theCorporate Law, the Company may delegate to aDirector, by a resolution of the Board of Directors, allor part of decisions on important business execution(excluding the matters listed in each item ofParagraph 5 of the same article).

Article 26 (Content omitted)

Article 27 (Unchanged)(Compensation for Directors)(Compensation for Directors)

Article 27 Remuneration and bonuses payable to theDirectors and the financial benefits they may receivefrom the Company in consideration of execution of
their duties (hereinafter collectively referred to asArticle 28 Remuneration and bonuses payable to theDirectors and the financial benefits they may receivefrom the Company in consideration of execution of
their duties shall be determined by a resolution ofCurrent Articles of Incorporation

Proposed Amendments“compensation”) shall be determined by a resolutionof shareholders at their General Meeting.

shareholders at their General Meeting, distinguishing
the Directors serving as an Audit and Supervisory
Committee Member from other Directors.

(Liability Limitation Agreement with OutsideDirectors)(Liability Limitation Agreement with Directors)

Article 28 Pursuant to the provisions of Article 427,
Paragraph 1 of the Corporate Law, the Company may
enter into agreements with Outside Directors to limit
liability due to professional negligence; provided,
however, that the limit on liability under the relevant
agreement shall be an amount set forth by law.

Article 29 Pursuant to the provisions of Article 427,
Paragraph 1 of the Corporate Law, the Company may
enter into agreements with Directors (excluding
Executive Directors) to limit liability due toprofessional negligence; provided, however, that thelimit on liability under the relevant agreement shall bean amount set forth by law.

CHAPTER V AUDIT & SUPERVISORY BOARD
MEMBERS AND AUDIT & SUPERVISORY
BOARD(Deleted)(Number and Election of Audit & Supervisory BoardMembers)(Deleted)

Article 29 The Company shall have four (4) or fewer
Audit & Supervisory Board Members, who shall beelected by shareholders at their General Meeting.
2. A resolution on the election of Audit & Supervisory
Board Members shall be adopted at the General
Meeting of Shareholders by a majority of the voting
rights held by the shareholders present with not lessthan one-third (1/3) of the voting rights of allshareholders who can exercise voting rights.
(Term of Office of Audit & Supervisory BoardMembers)(Deleted)

Article 30 The term of office of an Audit &Supervisory Board Member shall expire upon fulladjournment of the Ordinary General Meeting ofShareholders for the last fiscal year ending within four(4) years after his or her appointment as such;provided, however, that the term of office of an Audit& Supervisory Board Member elected to fill avacancy shall expire when the term of office of his or
her predecessor would otherwise expire.
(Full-Time Audit & Supervisory Board Member)(Deleted)Article 31 Full-Time Audit & Supervisory Board
Members shall be elected by a resolution of the Audit& Supervisory Board.
Article 32 Notice of convocation of a meeting of theAudit & Supervisory Board shall be dispatched toeach Audit & Supervisory Board Member by three (3)days prior to the date set for such meeting; provided,
however, that such period may be shortened in case ofemergency.

(Deleted)

Current Articles of Incorporation

Proposed Amendments(Regulations of the Audit & Supervisory Board)
Article 33 Matters concerning the Audit &Supervisory Board shall be governed by laws andregulations, these Articles of Incorporation, as well as
the Regulations of the Audit & Supervisory(Deleted)(Compensation for Audit & Supervisory BoardMembers)(Deleted)

Article 34 Compensation for Audit & Supervisory
Board Members shall be determined by a resolution ofshareholders at their General Meeting.
(Liability Limitation Agreement with Outside Audit &Supervisory Board Members)(Deleted)

Article 35 Pursuant to the provisions of Article 427,
Paragraph 1 of the Corporate Law, the Company may
enter into agreements with Outside Audit &Supervisory Board Members to limit liability due toprofessional negligence; provided, however, that thelimit on liability under the relevant agreement shall bean amount set forth by law.
(New)
(New)

CHAPTER V AUDIT AND SUPERVISORYCOMMITTEE(Full-Time Audit and Supervisory CommitteeMembers)
Article 30
Full-Time Audit and Supervisory
Committee Members may be elected by a resolution ofthe Audit and Supervisory Committee.

(New)(Notice of Convocation of Meetings of the Audit andSupervisory Committee)
Article 31 Notice of convocation of a meeting of theAudit and Supervisory Committee shall be dispatchedto each Audit and Supervisory Committee Member bythree (3) days prior to the date set for such meeting;provided, however, that such period may be shortenedin case of emergency.
2. The Audit and Supervisory Committee may be
convened without the convocation procedure being
followed if all the Audit and Supervisory Committee
Members agree to doing so.

(New)(Regulations of the Audit and Supervisory
Committee)
Article 32 Matters concerning the Audit andSupervisory Committee shall be governed by laws andregulations, these Articles of Incorporation, as well as
the Regulations of the Audit and Supervisory
Committee adopted by the Audit and SupervisoryCommittee.

CHAPTER VI ACCOUNTSCHAPTER VI ACCOUNTSCurrent Articles of Incorporation
Article 36 (Content omitted)(New)

Proposed Amendments
Article 33 (Unchanged)(Organ Determining Dividends from RetainedEarnings, etc.)
Article 34 The Company may determine, by aresolution of the Board of Directors, dividends fromretained earnings, etc. and other matters listed in each
item of Paragraph 1 of Article 459 of the Corporate
Law, unless otherwise provided by laws.

(Record Dates for Dividends from Retained Earnings)(Record Dates for Dividends from Retained Earnings)

Article 37 (Content omitted)

Article 35 (Unchanged)(New)

2. The record date for the Company’s interim
dividends shall be August 31 of each year.

2. In addition to the foregoing, the Company may
make interim dividends for which the record dateshall be August 31 of any year, if authorized byresolution of the Board of Directors.

3. In addition to the preceding two paragraphs, theCompany may distribute dividends by determining
any record date.

Article 38 (Content omitted)

Article 36 (Unchanged)(New)

Supplementary Provisions(Transitional Measure for a Liability Limitation
Agreement with Outside Audit & Supervisory Board
Members)An agreement limiting the liability for damages set
forth in Article 423, Paragraph 1 of the Corporate Law
with regard to the actions of Outside Audit &Supervisory Board Members (including former
Outside Audit & Supervisory Board Members)
performed before the conclusion of the 91st Ordinary
General Meeting of Shareholders on May, 2016 shallbe governed by the provisions of Article 35 of theArticles of Incorporation before the amendment madeby a resolution of the said Ordinary General Meetingof Shareholders.