Notice: This document is an excerpt translation of the original Japanese document and is only for reference
purposes. In the event of any discrepancy between this translated document and the original Japanese
document, the latter shall prevail.
(Stock Exchange Code 6768)
June 10, 2022
To Shareholders with Voting Rights:
Masahiro Asada
President
TAMURA CORPORATION
1-19-43, Higashi-Oizumi,
Nerima-ku, Tokyo, JapanNOTICE OF THE 99TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are hereby informed that the 99th Annual General Meeting of Shareholders of TAMURACORPORATION (the “Company”) will be held for the purposes as described below.
You can exercise your voting rights in writing by submitting the Voting Rights Exercise Form, or via theInternet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders, indicate
your vote for or against the proposals via the following instructions, and exercise your voting rights by the endof the Company’s business hours (5:20 p.m.) on Monday, June 27, 2022, Japan time.
1. Date and Time:

Tuesday, June 28, 2022 at 10:00 a.m. Japan time (reception begins at 9:30 a.m.)

2. Place:

3F Fuji, HOTEL METROPOLITAN
1-6-1, Nishi-Ikebukuro, Toshima-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
99th Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 99th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Revision of the Amount of Compensation for Directors
Proposal 3:
Determination of the Amount and Details of Stock Compensation, etc. for
Proposal 4:
Directors-1-

The “Notes” to the “Consolidated Financial Statements” and the “Non-consolidated Financial Statements”
mentioned in this document are available on the Company's website (in Japanese) and are not included in thisdocument. As a result, the Consolidated Financial Statements and the Non-consolidated Financial Statements
contained in this document are a subset of the Consolidated Financial Statements and the Non-consolidated
Financial Statements audited by the Audit & Supervisory Board Members and the Accounting Auditor during
preparation of their respective Audit Reports.
Should the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements, orReference Documents for the General Meeting of Shareholders require revisions, the revised versions will be
posted on the Company's website.
The Company’s website: https://www.tamura-ss.co.jp/jp/finance/index.html (in Japanese)-2-Instructions on Exercising Voting Rights
You can exercise your voting rights for the General Meeting of Shareholders by any of the following methods.
For Those Attending the General Meeting of Shareholders
When attending the meeting, please bring this notice and submit the enclosed Voting Rights Exercise Form at
the reception desk.
Date and time of the Meeting: Tuesday, June 28, 2022, at 10:00 a.m.

For Those Not Attending the General Meeting of Shareholders
For Those Exercising Voting Rights in Writing
Please indicate whether you approve or disapprove the proposals on the enclosed Voting Rights Exercise Form,and return by mail.
Due to circumstances surrounding tabulation of voting rights exercise results, the Company appreciates yourearly exercise.
Deadline for exercising voting rights: Monday, June 27, 2022, 5:20 p.m.

For Those Exercising Voting Rights via the Internet
Access the Voting Rights Exercise Website: https://www.web54.net (in Japanese only)
Please access the Voting Rights Exercise Website above from computer, smartphone, or mobile phone, andfollow the on-screen instructions to indicate your vote for or against the proposals.
Deadline for exercising voting rights: Monday, June 27, 2022, 5:20 p.m.
Caution when exercising voting rights via the Internet, etc.
‐
To exercise voting rights via proxy, you may designate one (1) other shareholder with voting rights to act
as your proxy and attend the meeting. However, please understand that the proxy must submit
documentation proving power of attorney.
‐
Only the last vote arriving at the Company shall be accepted as the valid vote. In the event that a voting
right is exercised both via the Internet, etc. and in writing by the Voting Rights Exercise Form on the sameday, the vote cast through the Internet, etc., shall be accepted as the valid vote.
‐In the event that voting rights are exercised multiple times via the Internet, etc., only the final votesubmitted shall be considered valid.
‐
In addition, in the event that voting rights are exercised multiple times via computer, smartphone, or mobile
phone, only the final vote submitted shall be considered valid.

1. If you have any questions about how to operate your computer, etc., with regard to the exercise
of voting rights via the Internet, please contact the following:
Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank
0120-652-031 (Toll free only from Japan)(Hours of operation: 9:00 a.m. – 9:00 p.m.)

2. For inquiries other than 1. above (address, number of shares, etc.), please contact the following.
1) Shareholders with accounts at securities firms
Please contact your securities firm.

-3-2) Shareholders who do not have accounts at securities firms (shareholders who have special
accounts)
Stock Transfer Agency Department, Sumitomo Mitsui Trust Bank
0120-782-031 (Toll free only from Japan)(Hours of operation: 9:00 a.m. – 5:00 p.m. (excluding Saturdays, Sundays and holidays))
Exercise of voting rights via electronic voting platform for institutional investors
If nominee shareholders such as management trust banks (including standing proxies) have applied inadvance to use the platform for electronic exercise of voting rights for institutional investors operated by
ICJ, Inc., a joint venture company established by Tokyo Stock Exchange, Inc. and others, they may usethat platform as an electromagnetic method for exercising voting rights for the Company’s General
Meeting of Shareholders other than the exercise of voting rights via the Internet described above.

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Matters concerning year-end dividends
The Company considers the return of profits to shareholders the most important management
responsibility, and strives to maintain and enhance the level of dividends, while focusing on improvementof its financial position by expanding business earnings and securing internal reserves for the purpose ofincreasing corporate value through medium- to long-term business plans.
Concerning year-end dividends, based on comprehensive consideration of future business trends andthe financial standing, etc., the Company proposes a year-end dividend of 5 yen per share. Combinedwith the interim dividend of 5 yen, the annual dividend will be 10 yen.
(1)
Type of dividend property:
Cash(2)Matters related to and the aggregate amount of the dividend property to be allotted toshareholders:
5 yen per share of the Company’s ordinary stock
Total amount of dividends: 410,743,380 yen(3)Effective date of dividends of surplus:
June 29, 2022

-5-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisionsof the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on
September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic
provision of materials for general meetings of shareholders, the Articles of Incorporation shall beamended as follows.
(1) The proposed Article 17, Paragraph 1 provides that information contained in the Reference
Documents for the General Meeting of Shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the Reference Documents
for the General Meeting of Shareholders, etc. (Article 17 of the current Articles of Incorporation)
will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments(Internet Disclosure of Reference Documents, etc.)
Article 17 The Company may disclose information to
be described or indicated in the Reference
Documents for the General Meeting of
Shareholders, Non-consolidated Financial
Statements,
Consolidated
Financial
Statements, and Business Report, through theinternet in accordance with the provisions
provided in the Ordinance of the Ministry ofJustice.
<Newly Established><Deleted>(Measures for Electronic Provision, Etc.)
Article 17 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the Reference
Documents for the General Meeting of
Shareholders, etc. electronically.
2 Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who haverequested it by the record date for voting
rights.

-6-Current Articles of Incorporation<Newly Established>

Proposed Amendments(Supplementary provisions)
1. The deletion of Article 17 of the current Articles ofIncorporation shall come into effect on September
1, 2022, which is on the date of enforcement of theamended provisions stipulated in the proviso of
Article 1 of the supplementary provisions of the Act
Partially Amending the Companies Act (Act No. 70
of 2019) (the “Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 17 of the current Articles ofIncorporation shall remain in force with respect to a
general meeting of shareholders to be held on a datewithin six months from the date of enforcement.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective Dateor the lapse of three months from the date of thegeneral meeting of shareholders set forth in thepreceding paragraph, whichever is later.

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Proposal 3:

Revision of the Amount of Compensation for Directors

At the 95th Annual General Meeting of Shareholders held on June 27, 2018, the maximum amount ofcompensation for Directors of the Company was resolved to be maximum 290 million yen per year
(maximum 250 million yen per year as fixed monetary compensation (of which maximum 50 million yen
per year for Outside Directors) and an economic value of stock acquisition rights provided as stock
options allotted to Directors (excluding Outside Directors) as compensation of maximum 40 million yen;
however, not including the employee salary portion).
On the condition that Proposal 4 “Determination of the Amount and Details of Stock Compensation,etc. for Directors” is approved and adopted, the Company will abolish the limit of the economic value ofstock acquisition rights provided as stock options as compensation of maximum 40 million yen and will
set the total amount of compensation for Directors to be maximum 250 million yen per year. In response,
the Company requests approval for setting the total amount of compensation for Directors to be maximum
250 million yen per year (of which maximum 50 million yen per year for Outside Directors).
The amount of compensation for Directors will not include the employee salary portion of Directors
concurrently serving as employees for their services in such capacity as in the past. Currently, the number
of Directors is eight (8) (including three (3) Outside Directors).
The Company believes that the substance of this proposal is reasonable as this proposal is decided by
the Board of Directors after deliberation and report by the Nomination and Remuneration Advisory
Committee, taking into consideration the purpose of the revision, rationality in light of trends of othercompanies, and other various circumstances.
This proposal shall be effective on condition that Proposal 4 “Determination of the Amount and Detailsof Stock Compensation, etc. for Directors” is approved and adopted as originally proposed.
The outline of the detail of the determination policy for the content of individual compensation for
Directors of the Company is as described in “(4) Matters concerning compensation, etc. for Directors andAudit & Supervisory Board Members (v)” of“4. Matters concerning Directors/Corporate officers of theCompany” in the Business Report (in Japanese only). However, the Company plans to change thesubstance in line with the substance of this proposal and Proposal 4, on the condition that this proposal
and Proposal 4 are approved and adopted.
(Current) Resolution at the Annual General Meeting of Shareholders held on June 27, 2018 (Millions of yen)
Total amount of
Fixed monetary
Stock options
Eligible persons
compensationcompensation
Directors (excluding Outside Directors)
200
40
240
Outside Director

50

-

50

Total

250

40

290

Fixed monetarycompensation
200(Millions of yen)
Total amount ofcompensation
200

Outside Director

50

50

Total

250

250

(This proposal)
Eligible persons
Directors (excluding Outside Directors)-8-

Proposal 4:

Determination of the Amount and Details of Stock Compensation, etc. for Directors

1. Reasons for the proposal and reason for deeming the compensation system to be reasonable
The compensation for the Directors of the Company is composed of “monthly compensation,”“performance-linked compensation,” and “stock compensation-type stock options.” However, theCompany will abolish the compensation system of “stock compensation-type stock options” as
described in Proposal 3 “Revision of the Amount of Compensation for Directors” and proposes to
newly introduce the stock compensation plan with a trust (hereinafter referred to as the “Plan”).
This proposal is separate from the maximum amount of compensation for which approval isrequested in Proposal 3 “Revision of the Amount of Compensation for Directors” and is to pay new
stock compensation under the Plan to Directors (excluding Outside Directors). The Company
proposes to leave the amount and details of stock compensation, etc. to the discretion of the Boardof Directors within the scope of 2. shown below.
The number of Directors covered by the plan will be five (5) persons, excluding Outside
Directors as of the conclusion of this Annual General Meeting of Shareholders.
The Company believes that this proposal and the substance of the Plan are necessary andreasonable as the Plan aims to further clarify the linkage between the compensation for Directors
and both the Company’s performance and its stock value. It also aims to motivate Directors to
improve the performance and help raise its corporate value in the medium to long term by having
Directors share with shareholders profit and risk from stock price fluctuations.
If this proposal is approved and adopted as originally proposed, the stock compensation plan will
be introduced to Executive Officers of the Company and employees of a certain position or higher
specified by the Company.
The outline of the detail of the determination policy for the content of individual compensation
for Directors of the Company is as described in “(4) Matters concerning compensation, etc. for
Directors and Audit & Supervisory Board Members (v)” of “4. Matters concerning
Directors/Corporate officers of the Company” in the Business Report (in Japanese only). However,
the Company plans to change the substance in line with the substance of this proposal and Proposal
3, on the condition that this proposal and Proposal 3 are approved and adopted.
2. Amount and details, etc. of compensation under the Plan
(1) Outline of the Plan
The Plan is a stock compensation plan by which a trust to be established through the contributionof monies by the Company (hereinafter referred to as the “Trust”) acquires the shares of theCompany and the number of the Company’s shares corresponding to the number of points to be
granted by the Company to each Director is delivered to each Director through the Trust.
There are two types of points granted based on the Plan: fixed points and performance-linked
points.
Fixed points are granted to Directors (excluding Outside Directors) who are in office during the
fixed points period based on the corporate ranks, etc. Initial fixed-point period shall be for three
years from the day after the date of the Annual General Meeting of Shareholders to the date of theAnnual General Meeting of Shareholders in 2025.
Performance-linked points are granted to Directors (excluding Outside Directors) who are in
office during the performance-linked points period based on the corporate ranks and the degree ofachievement of the performance targets, etc. Initial performance-linked point period shall be forthree fiscal years from the fiscal year ending the last day of March 2023 to the fiscal year ending
the last day of March 2025 (hereinafter “performance-linked point period” and “fixed-point period”
are referred to as “Covered Period,” individually or collectively).
The time when Directors receive the delivery of the Company's shares is, in principle, at the timeof their retirement.

-9-

(i)

Eligible persons of the Plan(ii) Covered Period

Upper limit of cash contributed by the Company
as the fund to acquire the Company’s shares(iii)
necessary for issuance to the eligible persons of (i)in each Covered Period of (ii)

(iv) Method of acquiring the Company’s shares(v)

Upper limit of the total number of points granting
to the eligible persons of (i)(vi) Criteria for granting points(vii)

Directors of the Company (excluding Outside
Directors)<Initial fixed-point period>
From the day after the date of the Annual
General Meeting of Shareholders to the date of
the Annual General Meeting of Shareholders in
2025<Initial performance-linked point period>
From the fiscal year ending the last day ofMarch 2023 to the fiscal year ending the last dayof March 2025
<Funds for acquisition of the Company’s sharesequivalent to fixed points>
30 million yen in cash during the initial fixedpoint period<Funds for acquisition of the Company’s sharesequivalent to performance-linked points>
102 million yen in cash during the initial
performance-linked point period
Dispose of treasury shares or acquire sharesfrom the exchange market (including off-floor
trading)
Fixed points:
25,000 points per fiscal year
Performance-linked points:
258,000 points per initial performance-linked
point period (three fiscal years)
Fixed points:
Points to be granted in accordance withcorporate ranks, etc.
Performance-linked points:
Points to be granted in accordance withcorporate ranks and achievement of theperformance targets, etc.

When to issue the Company’s shares to the
In principle, at the time of retirement
eligible persons of (i)(2) Upper limit of cash contributed by the Company
The initial trust period of the Trust shall be about three years. The Trust shall be set with Directors
who acquire the beneficiary rights as beneficiaries as specified in (3) (iii) below. The Company shallentrust the cash within the range of the upper limit amount of 30 million yen in cash in the fixedpoint period for the funds for acquisition of the Company’s shares equivalent to fixed points and
102 million yen in cash in the performance-linked point period for the funds for acquisition of theCompany's shares equivalent to performance-linked points respectively to the Trust as the fund toacquire the Company’s shares necessary for insurance to Directors based on the Plan (Note 1). The
trust shall acquire the Company’s shares by disposition of Company’s treasury shares or acquisition
from the exchange market (including off-floor trading) using the cash and entrusted by the Company.
Note 1: The Company shall entrust a sum of the necessary costs including trust fees and trust
administrator fees, in addition to the funds to acquire the Company’s shares as above.
With a decision by the Company’s Board of Directors, a new fixed-point period and aperformance-linked point period may be set (Note 2) at the expiration of each Covered Period, andthe trust period of the Trust may be extended accordingly (including virtual extension of the Trust
period by transferring the trust assets of the Trust to a trust whose purpose is the same as that of theTrust set by the Company; hereinafter the same applies) or the Plan may be continued. In this case,
the Company shall entrust the fund to additionally acquire the Company’s shares for insurance toDirectors based on the Plan (Note 3) to the Trust and continue to grant points and issue the Company
shares as described in (3) below during each newly set Covered Period. The same shall apply after
the expiration of each Covered Period.
Note 2: One fixed-point period shall be the period up to the period from the date following theAnnual General Meeting of Shareholders to the date of the Annual General Meeting of
Shareholders five years later. One performance-linked point period shall be a period up- 10 -

to the period within 5 fiscal years.
Note 3: The upper limit of funds for acquisition of the Company’s shares equivalent to fixed
points shall be the amount obtained by multiplying the number of years of the fixedpoint period by 10 million yen and the upper limit of funds for acquisition of theCompany’s shares equivalent to performance-linked points shall be the amount obtainedby multiplying the number of years of the performance-linked points period by 34
million yen, respectively.
In addition, even when this system will not be continued by setting a new Covered Period as
described above, if there are Directors who have already been granted points but have not retired at
the end of the trust period, the trust period of the Trust may be extended until the Director retires
and the delivery of the Company's shares is completed.
(3) Method for determining the Company’s shares to be delivered to the Directors and the upperlimit(i) Method, etc. of granting points to the Directors
The Company shall grant fixed points and performance-linked points to each Director on the
point granting day specified in the share issuance rules during the trust period based on the shareissuance rules set up at the meeting of the Company’s Board of Directors.
However, the upper limit of the total points that the Company grants to each Director shall be
25,000 points for one fiscal year and 258,000 points for the initial performance-linked point period(three fiscal years) respectively (Note 4).
Note 4: When setting a new performance-linked point period as described in (2) above, the upper
limit for performance-linked points is the number of points obtained by multiplying thenumber of business years by 86,000 for each performance-linked point period.
(ii) Delivery of the Company’s shares corresponding to the number of points granted
Directors will grant the Company's shares in accordance with the procedure in (iii) below,
according to the number of points granted in (i) above.
One point shall be equal to one share of the companies share. However, in the case where it isconsidered reasonable to adjust the number of Company’s shares to be granted such as a share split
or share consolidation, an adjustment will be made to the relevant split or consolidation ratio etc.
(iii) Delivery of the Company’s shares to the Directors
In principle, each Director shall acquire the beneficiary right of the Trust by following theprescribed procedure at the time of retirement and receive the Company’s shares from the Trust as
beneficiaries as described (ii) above.
However, of these, a certain percentage of the Company's shares may be sold and redeemed in
the Trust for the purpose of withholding tax payment funds such as withholding income tax, andthen cash may be delivered in lieu of the Company’s shares. In addition, in the case that theCompany’s shares in the Trust have been liquidated for cash, including where the Company’s sharesin the Trust have been applied for a tender offer and settled, cash may be delivered in lieu of theCompany’s shares.
(4) Exercise of voting rights
None of the voting rights with respect to the Company’s shares in the Trust shall be exercised
based on an instruction of the trust administrator who is independent of the Company and its officers.
This is intended to ensure neutrality to the Company’s corporate management with respect to theexercise of voting rights regarding the Company’s shares in the Trust.
(5) Treatment of dividends
Dividends with respect to the Company’s shares in the Trust shall be received by the Trust andused to acquire the Company’s shares and pay trust fees for the trustee of the Trust.
End- 11 -