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

Securities Code: 6387
October 7, 2022
To our shareholders:
Tsukasa Kawabe, President
Samco Inc.
36 Waraya-cho, Takeda, Fushimi-ku,
Kyoto

Notice of the 43rd Annual General Meeting of Shareholders
We are pleased to announce the 43rd Annual General Meeting of Shareholders of Samco Inc. (the“Company”), which will be held as described below.
In light of the situation with the novel coronavirus disease (COVID-19), shareholders who wish to
exercise their voting rights in advance in writing are kindly requested to review the attached Reference
Documents for the General Meeting of Shareholders, indicate their approval or disapproval on theenclosed voting form, and return the form so that it will arrive at the Company no later than 5:00 p.m.,
Monday, October 24, 2022 (JST).
1. Date and Time:

Tuesday, October 25, 2022 at 10:00 a.m. (JST) (Reception starts at 9:30 a.m.)

2. Venue:

Inamori Hall, KYOTO PULSE PLAZA (Kyoto Trade Fair Center 3F)
5 Tobadono-cho, Takeda, Fushimi-ku, Kyoto

3. Purpose of the Meeting:
Matter to be reported:
The Business Report and the Non-consolidated Financial Statements for the 43rdfiscal year (from August 1, 2021 to July 31, 2022)
Matters to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Amendment to the Articles of Incorporation
Proposal No. 3 Election of Eight Directors• For those attending the meeting on the day, please submit the enclosed voting form at the reception desk.
• No gifts will be offered at the General Meeting of Shareholders. We appreciate your understanding in advance.
• In the event that circumstances arise that require revisions to be made to the matters to be stated in the Reference Documents
for the General Meeting of Shareholders, the Business Report and the Non-consolidated Financial Statements, the revised
matters will be posted on the Company’s website.
Address for posting: https://www.samco.co.jp/-1-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company considers the return of profits to shareholders as a key management issue, and while
maintaining stable dividends as a basic policy, and taking into consideration future business development
and other factors, the Company proposes to pay year-end dividends for the fiscal year under review as follows.
(1)
(2)
(3)

Type of dividend property
To be paid in cash.
Allotment of dividend property to shareholders and their aggregate amount¥35.00 per common share of the Company
Total payment: ¥281,146,355
Effective date of dividends of surplus
October 26, 2022

-2-Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasons for the proposal(1) Article 2. (Purpose)
The Company proposes to add purposes of the Company to Article 2 (Purpose) of the current Articlesof Incorporation and adjust the related item number due to the establishment of new items to allow for
the Company to respond to various requests of customers as business operations expand.
(2) Article 15. (Internet Disclosure and Deemed Provision of Reference Documents for the General Meetingof Shareholders, Etc.)
Following the enforcement of the revised provisions provided for in the proviso to Article 1 of theSupplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) on
September 1, 2022, and the introduction of the system for providing informational materials for thegeneral meeting of shareholders in electronic format, the Company proposes to make the followingchanges to its Articles of Incorporation.
(i) Article 15 (Measures, etc. for Providing Information in Electronic Format), paragraph 1 in
“Proposed amendments” will be newly established, as the Articles of Incorporation are required tostipulate that the Company shall take measures for providing information that constitutes thecontent of reference documents for the general meeting of shareholders, etc. in electronic format.
(ii) Article 15 (Measures, etc. for Providing Information in Electronic Format), paragraph 2 in
“Proposed amendments” will be newly established to allow the scope of items to be stated in thepaper-based documents to be delivered to shareholders who requested the delivery of paper-based
documents to be limited to the scope specified by the Ministry of Justice Order among items forwhich the measures for providing information that constitute the content of reference documents
for the general meeting of shareholders, etc. in electronic format will be taken.
(iii) Since the provisions of Article 15 of the current Articles of Incorporation (Internet Disclosure andDeemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) will nolonger be required with the introduction of the system for providing informational materials for thegeneral meeting of shareholders in electronic format, they will be deleted.
(iv) Supplementary provisions will be established to stipulate when the provisions to be deleted in (iii)
above will take effect. These supplementary provisions shall be deleted after the predetermined
period has elapsed.
(3) Article 18. (Number of Directors)
The Company proposes to change the number of Directors stipulated in Article 18 (Number ofDirectors) of the current Articles of Incorporation from seven to eight in order to allow for an increasein the number of independent outside Directors, etc. to strengthen the corporate governance system,
including diversity, for the Company’s continued business development and performance improvement
going forward.

-3-

2. Details of the amendments
Details of the amendments are as follows.
(Underlined parts are amended.)
Current Articles of Incorporation
Article 2. (Purpose)
The purpose of the Company shall be to engage in thefollowing business activities:
1. - 7(Omitted)(Newly established)

Proposed amendments
Article 2. (Purpose)(Unchanged)
1. - 7(Unchanged)
8. Design, supervision, contracted construction andconstruction execution relating to machinery andequipment installation work
9. Sale of used products
10.
(Unchanged)(Newly established)
8. All businesses that are incidental to those mentioned in
the preceding items.
Article 15. (Internet Disclosure and Deemed Provision of(Deleted)
Reference Documents for the General Meeting of
Shareholders, Etc.)When the Company convenes a general meeting ofshareholders, if it discloses information that is to be statedor presented in the reference documents for the general
meeting of shareholders, business report, non-consolidated
financial statements and consolidated financial statements
through the internet in accordance with the provisions
prescribed by the Ministry of Justice Order, it may bedeemed that the Company has provided this information toshareholders.
(Newly established)
Article 15. (Measures, etc. for Providing Information inElectronic Format)(i) When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc.
in electronic format.
(ii) Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to bedelivered to shareholders who requested the delivery of
paper-based documents by the record date of voting
rights.
Article 18. (Number of Directors)
Article 18. (Number of Directors)
The Company shall have not more than seven Directors.
The Company shall have not more than eight Directors.
(Newly established)
Supplementary Provisions
Article 1.
(i) Article 15 of the Articles of Incorporation (InternetDisclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders,Etc.) shall remain effective regarding any general
meeting of shareholders held on a date within six
months from September 1, 2022.
(ii) These Supplementary Provisions shall be deleted on thedate when six months have elapsed from September 1,2022 or three months have elapsed from the date of thegeneral meeting of shareholders in the preceding
paragraph, whichever is later.

-4-Proposal No. 3

Election of Eight Directors

At the conclusion of this meeting, the terms of office of all seven Directors will expire. Accordingly, in orderto further strengthen the corporate governance system, the Company proposes to increase the number of
Directors by one, and proposes the election of eight Directors, including one new Director, subject to theapproval and adoption of Proposal No. 2, “Amendment to the Articles of Incorporation,” as originallyproposed.
The candidates for Director are as follows:
Expertise of the candidate
Name

Current position inthe Company

1

Osamu Tsuji

2

Candidate
No.

Corporatemanagement

Technologyand R&D/
Manufacturing

Chairman & CEO○○

Tsukasa Kawabe

President & COO

○

○

3

HaruhikoYamashita

Director
Executive Officer

○

○

4

Shozo Miyamoto

Director
Executive Officer

5

Kiyoshi Sato

Director
Executive Officer

678

Masanori
Murakami[Outside][Independent]
Hidemi Takasu[Outside][Independent]
Shizuo Fujita[New election][Outside][Independent]

Sales/
Marketing

FinanceandAdministration○○Director(Outside Director)○○Director(Outside Director)○○―○-5-Globalexperience

○○○○
○

○

Legal/
Internalcontrol

○

○

○

○

○

○

Candidate
No.

Name(Date of birth)Osamu Tsuji(March 7, 1942)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
Sept. 1979

Established the Company, President

June 1986

Established Samco Engineering Co., Ltd.,
President (current position)

Oct. 2014

Chairman & President of the Company

Apr. 2016

Chairman of the Samco Foundation (currentposition)

Oct. 2016

Chairman & CEO, Supervising New
Business Development Division of theCompany

Sept. 2017

Chairman, President & CEO, Supervising
New Business Development DivisionOct. 2018

Chairman & CEO (current position)

1

Number of theCompany’sshares owned

877,807 shares[Reasons for nomination as candidate for Director]
Osamu Tsuji is the founder of the Company and has been directing the Company’s management and driving
its business with his strong leadership since its establishment. He also has a high level of expertise and insight
into the Company’s business and related industries, and plays an important role in the Board of Directors’decision-making and supervision of business execution. Therefore, the Company proposes his election asDirector.

Tsukasa Kawabe(December 7, 1974)

2Apr. 1999

Joined Chubu Electric Power Co., Inc.

July 2008

Joined the Company

Oct. 2012

Director, Executive Officer and General
Manager of OPTO Films ResearchLaboratory

Nov. 2014

Director and Managing Executive Officer incharge of International Business Promotion
and New Business Development

Oct. 2016

Director, Managing Executive Officer,Supervising International Business

Oct. 2017

Director, Senior Managing Executive
Officer, Supervising International Business

Oct. 2018

President & COO (current position)

34,960 shares[Reasons for nomination as candidate for Director]
Tsukasa Kawabe has gained experience and a track record mainly in the overseas business, and currently
directs the Company’s management and drives its business with his strong leadership as President.
Additionally, he has driven the Company’s overseas business and worked to strengthen relationships withbusiness partners, thus enhancing the Company’s corporate value. He has abundant experience andknowledge of management in general, and in order to utilize such experience and knowledge for the Board ofDirectors’ decision-making and supervision of business execution, the Company proposes his election asDirector.

-6-CandidateNo.

Name(Date of birth)Haruhiko Yamashita(April 12, 1965)
3Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
Apr. 1984

Joined ROHM Co., Ltd.

Jan. 1996

Joined the Company

Nov. 2014

General Manager of Manufacturing
Department

Nov. 2016

Executive Officer, Deputy General Managerof Manufacturing Division and General
Manager of Manufacturing Department

Oct. 2018

Director, Executive Officer, General
Manager of Manufacturing Division andGeneral Manager of Manufacturing
Department (current position)

Number of theCompany’s
shares owned

5,100 shares[Reasons for nomination as candidate for Director]
Haruhiko Yamashita has accumulated many years of experience and a track record in manufacturing, materials,quality assurance, production site operations. Furthermore, he is currently fulfilling his duties as the head of theproduction department and as Director and Executive Officer, and in order to utilize his experience andknowledge for the Board of Directors’ decision-making and supervision of business execution, the Company
proposes his election as Director.

Shozo Miyamoto(May 2, 1963)

Apr. 1986

Joined Hitachi, Ltd.

Apr. 2005

Joined the Company

Sept. 2017

Deputy General Manager of Accounting
DepartmentOct. 2019

Executive Officer and General Manager ofAccounting Department

Oct. 2020

Director, Executive Officer, General
Manager of Administration Division andGeneral Manager of Accounting Department(current position)

4

1,100 shares[Reasons for nomination as candidate for Director]
Shozo Miyamoto has accumulated many years of experience and a track record in the accounting and financedepartment. Furthermore, he is currently fulfilling his duties as the head of the administration department andas Director and Executive Officer, and in order to utilize his experience and knowledge for the Board ofDirectors’ decision-making and supervision of business execution, the Company proposes his election asDirector.

Kiyoshi Sato(October 18, 1965)

Apr. 1988

Joined the Company

July 2016

Deputy General Manager of Sales Promotion
Department

Oct. 2017

Executive Officer and General Manager ofSales Promotion Department

Oct. 2020
52,200 shares

Director, Executive Officer, General
Manager of Sales Division and General
Manager of Sales Promotion Department(current position)[Reasons for nomination as candidate for Director]
Kiyoshi Sato has accumulated many years of experience and a track record in the Company’s sales
department. Furthermore, he is currently fulfilling his duties as the head of the sales department and as
Director and Executive Officer, and in order to utilize his experience and knowledge for the Board ofDirectors’ decision-making and supervision of business execution, the Company proposes his election asDirector.

-7-Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
Apr. 1971

Research Assistant, Department ofMaterials Science and Engineering,
Kyoto University

June 1971

Post-doctoral Fellow, University ofCalifornia, Los Angeles (UCLA) inU.S.A.

Feb. 1975

Research Staff Member, IBM T. J.
Watson Research Center, New York,U.S.A.

Dec. 1983

Manager, Thin Film Materials Division,
IBM Watson Central Research Center,New York, U.S.A.

Aug. 1990

Professor, Department of Materials
Science and Engineering, Kyoto
University

Apr. 1996

Professor, Materials Science andEngineering, Graduate School ofEngineering, Kyoto University

Masanori Murakami(November 28, 1943)

6Mar. 2007

Professor Emeritus, Kyoto University(current position)

Apr. 2007

Vice Chancellor, Ritsumeikan Trust/Professor, Ritsumeikan Global
Innovation Research Organization,Ritsumeikan University

Oct. 2014

Outside Director of the Company(current position)

Jan. 2015

Assistant Trustee, Ritsumeikan Trust/Eminent Professor, RitsumeikanUniversityApr. 2018

Special Assistant to the President,Ritsumeikan Trust

Apr. 2020

Assistant Trustee, Ritsumeikan Trust

Apr. 2022

Senior Research Fellow, Ritsumeikan
University (current position)

Number of theCompany’s
shares owned

2,100 shares[Reasons for nomination as candidate for outside Director and overview of expected roles]
Although Masanori Murakami has never been directly involved in the management of a company, he hasabundant knowledge and broad insight as Professor Emeritus, Kyoto University and Senior Research Fellow,
Ritsumeikan University. The Company therefore proposes his election as outside Director so that he cancontinue to provide supervision, advice, etc. on Directors’ business execution from the standpoint of anoutsider, utilizing his advanced experience he has cultivated at overseas companies and through themanagement of universities. He has served as outside Director of the Company since October 2014, and histenure as outside Director will have been eight years at the conclusion of this meeting.

-8-

CandidateNo.

Name(Date of birth)

Hidemi Takasu(January 5, 1948)

7Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
Mar. 1971

Joined ROHM Co., Ltd.

June 1997

Director and Deputy General Manager ofULSI Research and Development
Headquarters

June 2009Managing Director, General Manager of LSI
Headquarters and in charge of Research andDevelopment

Oct. 2009Managing Director and General Manager ofResearch and Development Headquarters

May 2013

Managing Director in charge of Quality andGeneral Manager of Research andDevelopment Headquarters

July 2013

Managing Director in charge of New
Business Creation and Quality

Aug. 2017

Advisor of the Company

June 2019

Outside Director of SCREEN Holdings Co.,
Ltd. (current position)

Oct. 2020

Outside Director of the Company (currentposition)

Number of theCompany’sshares owned

600 shares[Reasons for nomination as candidate for outside Director and overview of expected roles]
Hidemi Takasu has abundant management experience as an officer in charge of technology at othercompanies and strong relationships with universities in Japan and abroad. The Company therefore proposes
his election as outside Director so that he can continue to provide supervision, advice, etc. on Directors’
business execution from the standpoint of an outsider, utilizing his business experience he has cultivated in
the semiconductor industry. He has served as outside Director of the Company since October 2020, and histenure as outside Director will have been two years at the conclusion of this meeting.

-9-CandidateNo.

Name(Date of birth)

Shizuo Fujita(May 1, 1955)*8

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980

Research Associate, Faculty of Engineering,
Kyoto University

Aug. 1990

Associate Professor, Faculty of Engineering,
Kyoto University

Aug. 1994

Visiting Researcher, North Carolina State
University, U.S.A.

Apr. 1996

Associate Professor, Graduate School ofEngineering, Kyoto University

Apr. 2001

Professor, International Innovation Center,
Kyoto University

Apr. 2007Professor, International Innovation
Organization, Kyoto University

Oct. 2007

Professor, Graduate School of Engineering,
Kyoto University

Apr. 2021

Professor Emeritus, Kyoto University(current position)

Number of theCompany’s
shares owned– shares

Researcher (adjunct), Office of SocietyAcademia Collaboration for Innovation,
Kyoto University (current position)[Reasons for nomination as candidate for outside Director and overview of expected roles]
Shizuo Fujita has abundant knowledge and broad insight as a professor emeritus at Kyoto University. The
Company therefore newly proposes his election as outside Director so that he can provide supervision, advice,etc. on Directors’ business execution from the standpoint of an outsider, utilizing his advanced experience hehas cultivated as a front-line researcher in the field of compound semiconductor electronics. Although he has
never been directly involved in the management of a company, the Company judges he will appropriately
perform his duties as an outside Director based on the reasons stated above.
(Notes)

1.
2.
3.
4.

A new candidate for Director is indicated by an asterisk (*).
There is no special interest between any of the candidates for Director and the Company.
Masanori Murakami, Hidemi Takasu and Shizuo Fujita are candidates for outside Director.
The Company has entered into an agreement with Masanori Murakami and Hidemi Takasu to limit their liability
for damages under Article 423, paragraph (1) of the Companies Act, pursuant to Article 427, paragraph (1) ofthe said Act. The maximum amount of liability for damages under such agreement is the amount stipulated bylaws and regulations, and the Company plans to continue such agreement with them if their reelection is approved.
If the election of Shizuo Fujita is approved, the Company plans to enter into the same limited liability agreementwith him.
5. The Company has designated Masanori Murakami and Hidemi Takasu as independent officers as stipulated by
the Tokyo Stock Exchange and has notified the Exchange of this designation, and will continue to designate themas independent officers if their reelection is approved. Shizuo Fujita also meets the requirements for anindependent officer as stipulated by the Tokyo Stock Exchange, and if his election is approved, the Company
plans to designate him as an independent officer.

- 10 -