Smc CorporationTSE: 6273

Notice Regarding the Transition to a Company with an Audit and Supervisory Committee and Partial Amendments to the Articles of Incorporation（306KB）

· Issued by SMC Corporation

Reference Translation

May 14, 2026

Notice Regarding the Transition to a Company with an Audit and Supervisory Committee and Partial Amendments to the Articles of Incorporation

Company name : SMC Corporation

Stock exchange listing : Tokyo Stock Exchange Prime Market Security code : 6273

URL : https://www.smcworld.com/ir/en-jp/

Representative : Yoshiki Takada, President

Contact person : Akinori Kato, General Manager of Corporate Communications Office

SMC Corporation (SMC) hereby announces that SMC resolved at the Board of Directors' Meeting held on May 14, 2026, to submit a proposal for partial amendments to the Articles of Incorporation to the 67th Annual General Meeting of Shareholders scheduled on June 26, 2026, and, conditional upon approval of such proposal, to transition from a company with an Audit & Supervisory Board to a Company with an Audit and Supervisory Committee, as follows.

  1. Transition to a Company with an Audit and Supervisory Committee
    1. Purpose of the Transition

      The purpose of this transition is to strengthen the supervisory function of the Board of Directors, to clearly separate supervisory functions from executive functions, and thereby to enable more agile and efficient decision-making.

    2. Date of Transition

    June 26, 2026 (Friday) (scheduled)

  2. Partial Amendments to the Articles of Incorporation
    1. Reasons for the Amendments

      In connection with the transition to a Company with an Audit and Supervisory Committee, the Company will establish new provisions and revise or abolish certain existing provisions. In addition, in order to accelerate decision-making, new provisions will be introduced concerning the delegation of decisions on important matters relating to business execution, as well as provisions enabling dividends of surplus to be determined by resolution of the Board of Directors. Other necessary amendments will also be made.

    2. Details of the Amendments

      As set forth in Exhibit 1.

    3. Schedule

    Date of the General Meeting of Shareholders for the amendments to the Articles of Incorporation: June 26, 2026 (scheduled)

    Effective date of the amendments to the Articles of Incorporation: June 26, 2026 (scheduled)

  3. Changes in Officers

For details regarding changes in officers after the General Meeting of Shareholders, including those associated with the transition to a Company with an Audit and Supervisory Committee, please refer to the separately disclosed notice entitled “Notice regarding Changes in the Representative Director and Other Directors” released today.

End

(Exhibit 1)

Before and After Comparison of Articles of Incorporation

(The changes are shown by underline)

Current Articles of Incorporation

Proposed Amendments

Chapter Ⅰ. GENERAL PROVISIONS

Article 1.

Chapter Ⅰ. GENERAL PROVISIONS

Article 1.

Article 2. (Objects and Purposes)

The objects and purposes of the Company shall be as follows:

  1. Manufacture and sales of sintered filters through the use of powder metallurgy;

  2. Manufacture and sales of various types of filtration equipment;

  3. Manufacture, processing and sales of automatic control equipment;

  4. Warehousing businesses;

  5. Customs broker; and

  6. Any and all businesses related or incidental to the businesses referred to in the foregoing items.

Article 2. (Objects and Purposes)

The objects and purposes of the Company shall be as follows:

  1. Manufacture and sales of sintered filters through the use of powder metallurgy;

  2. Manufacture and sales of various types of filtration equipment;

  3. Manufacture, processing and sales of automatic control equipment;

  4. Any and all businesses related or incidental to the businesses referred to in the foregoing items.

Article 3.

Article 3.

Article 4. (Organs)

The Company shall have a General Meeting of Shareholders and Directors, as well as the following organs:

  1. Board of Directors;

  2. Corporate Auditors;

  3. Board of Corporate Auditors; and

  4. Accounting Auditors.

Article 4. (Organs)

The Company shall have a General Meeting of Shareholders and Directors, as well as the following organs:

  1. Board of Directors;

  2. Audit and Supervisory Committee; and

  3. Accounting Auditors.

Article 5.

Article 5.

Article 6.

Chapter Ⅱ. SHARES

Article 6.

Chapter Ⅱ. SHARES

Article 7. (Acquisition of Company's Own Shares) The Company may, under the provision of Article 165, Paragraph 2 of the Company Law, purchase its

own shares through market transactions, etc., pursuant to resolution of the Board of Directors.

Articles 8 to 10. Articles 7 to 9.

Article 11. (Administrator of Register of Shareholders)

  1. The company shall appoint an administrator of register of shareholders.

  2. The selection of the administrator of register of shareholders and its handling office shall be made by resolution of the Board of Directors and such resolution shall be disclosed by the public notice.

③

Article 10. (Administrator of Register of Shareholders)

  1. The company shall appoint an administrator of register of shareholders.

  2. The selection of the administrator of register of shareholders and its handling office shall be determined by the Board of Directors or by a director delegated by the Board of Directors, and such resolution shall be disclosed by the public notice.

③

Current Articles of Incorporation

Proposed Amendments

Article 12. (Share Handling Regulations)

In addition to what is provided by laws and ordinances or the Articles of Incorporation, the matters concerning the procedures relating to shares, handling charges therefor and the method of exercising rights of shareholders shall be governed by the Share Handling Regulations which shall be prescribed by the Board of Directors.

Article 11. (Share Handling Regulations)

In addition to what is provided by laws and ordinances or the Articles of Incorporation, the matters concerning the procedures relating to shares, handling charges therefor and the method of exercising rights of shareholders shall be governed by the Share Handling Regulations which shall be prescribed by the Board of Directors or by a Director

delegated by the Board of Directors.

Chapter Ⅲ. GENERAL MEETING OF SHAREOHLDERS

Article 13. (Convocation)

(ii) The General Meeting of Shareholders may be held at the location of head office, as well as in any of the wards of Tokyo, in the city of Soka, Saitama, or in the city of Tsukubamirai, Ibaraki.

Chapter Ⅲ. GENERAL MEETING OF SHAREOHLDERS

Article 12. (Convocation)

(ii) The General Meeting of Shareholders may be held at the location of head office, as well as in any of the wards of Tokyo or in the city of Kashiwa, Chiba.

Articles 14 to 18. Articles 13 to 17.

Chapter Ⅳ.DIRECTORS AND BOARD OF DIRECTORS

Article 19. (Number)

The Company shall have not more than twelve (12) directors.

Chapter Ⅳ.DIRECTORS, BOARD OF DIRECTORS, AND AUDIT AND SUPERVISORY COMMITTEE

Article 18. (Number)

The Company shall have not more than twelve (12) directors (excluding a director who is an Audit and Supervisory Committee Member).

(ii) The Company shall have not more than five (5)

directors who are Audit and Supervisory Committee Members.

Article 20. (Election)

(i) Directors shall be elected at the General Meeting of Shareholders.

(ii) (iii)

Article 19. (Election)

(i) Directors shall be elected at the General Meeting of Shareholders, separately as directors who are Audit and Supervisory Committee Members and directors who are not Audit and Supervisory Committee Members.

(ii) (iii)

Article 21. (Term of Office)

(i) The term of office of directors shall expire at the conclusion of the Ordinary General Meeting of Shareholders on the last business year which finishes within one (1) year from their election of office.

Article 20. (Term of Office)

(i) The term of office of directors shall expire at the conclusion of the Ordinary General Meeting of Shareholders on the last business year which finishes within one (1) year from their election of office.

(ⅱ) The term of office of directors who are Audit and Supervisory Committee Members shall expire at the conclusion of the Ordinary General Meeting of

Shareholders on the last business year which finishes within two (2) years from their election of office.

Current Articles of Incorporation

Proposed Amendments

(ii) The term of office of any director elected to fill a vacancy due to a retirement of director prior to his/her term of office or due to an increase in number shall expire at the time of expiration of term of office of the existing directors.

(ⅲ) The term of office of any director who is an Audit and Supervisory Committee Member elected to fill a vacancy arising from the retirement of another Audit and Supervisory Committee Member prior to the expiration of his/her term of office shall expire at the time of expiration of the term of office of such retired Audit and Supervisory Committee Member.

(Ⅳ)The effectiveness of the election of a substitute director who is an Audit and Supervisory Committee Member shall expire at the commencement of the Ordinary General Meeting of Shareholders on the last business year which ends within two (2) years

from such election.

Article 22. (Directors with Specific Titles and Representative Directors)

  1. The president shall be selected by resolution of the Board of Directors and the Board of Directors may, by its resolution, elect honorary chairman of the Board of Directors, chairman of the Board of Directors, executive vice president and other directors with specific titles.

  2. The president shall be a representative director and other representative directors shall be selected by resolution of the Board of Directors.

Article 21. (Directors with Specific Titles and Representative Directors)

  1. The president shall be selected, by resolution of the Board of Directors, from among the directors (excluding Audit and Supervisory Committee Members), and the Board of Directors may, by its resolution, elect an honorary chairman of the Board of Directors, a chairman of the Board of Directors, an executive vice president and other directors with specific titles.

  2. The president shall be a representative director and other representative directors shall be selected by resolution of the Board of Directors.

Article 23. (Notice of Meetings of Board of Directors)

Notice of a meeting of the Board of Directors shall be given to each director and each Corporate Auditor at least three (3) days prior to the date for such

meeting. However, the above period may be shortened in case of urgency.

Article 22. (Notice of Meetings of Board of Directors)

Notice of a meeting of the Board of Directors shall be given to each director at least three (3) days prior to the date for such meeting. However, the above period may be shortened in case of urgency.

Article 24. (Omission of Resolution of Board of Directors)

The agenda items of the Board of Directors shall be deemed to be adopted by resolution of the Board of Directors, when all directors who are able to participate in a resolution of such matter have given their consents thereto in writing or through electronic record and no Corporate Auditors raise objection

against it.

Article 23. (Omission of Resolution of Board of Directors)

The agenda items of the Board of Directors shall be deemed to be adopted by resolution of the Board of Directors, when all directors who are able to participate in a resolution of such matter have given their consents thereto in writing or through electronic record.

Article 24. (The delegation of the decision on execution of important operations)

The Company may, under the provision of Article

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