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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6768)
June 10, 2020
To Shareholders with Voting Rights:
Masahiro Asada
President
TAMURA CORPORATION
1-19-43, Higashi-Oizumi,
Nerima-ku, Tokyo, JapanNOTICE OF
THE 97TH 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 97th 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 end of the Company’s business hours (5:20 p.m.) on Wednesday, June 24, 2020, Japan time.
1. Date and Time:Thursday, June 25, 2020 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
97th Fiscal Year (April 1, 2019 - March 31, 2020) 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 97th Fiscal Year
(April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Two (2) Audit & Supervisory Board Members
Proposal 2:
Issuance of Stock Acquisition Rights as Stock Compensation-type Stock
Proposal 3:
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The “Notes” to the “Consolidated Financial Statements” and the “Non-consolidated Financial Statements”
mentioned in this document are available on the Company’s Internet website 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,
or Reference Documents for the General Meeting of Shareholders require revisions, the revised versions will
be posted on the Company’s Internet website.
The Company’s Internet website: https://www.tamura-ss.co.jp/jp/finance/index.html-2-

Instructions on Exercising Voting Rights
For Those Attending the General Meeting of Shareholders
Date and time of the Meeting: Thursday, June 25, 2020, at 10:00 a.m.
Venue: 3F Fuji, HOTEL METROPOLITAN
When attending the meeting, please bring this notice and submit the enclosed Voting Rights Exercise Format the reception desk.
*If attending the General Meeting of Shareholders, there is no need to complete the procedures for exercising voting rights by
mail (Voting Rights Exercise Form) or by the Internet.

For Those Exercising Voting Rights in Writing
Deadline for exercising voting rights: Wednesday, June 24, 2020, 5:20 p.m.
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
your early exercise.
For Those Exercising Voting Rights via the Internet
Deadline for exercising voting right: Wednesday, June 24, 2020, 5:20 p.m.
Access the Voting Rights Exercise Website: https://www.web54.net-3-Procedures for Exercising Voting Rights via the Internet, etc.
Exercise of your voting rights via the Internet is possible only by accessing the Voting Rights Exercise
Website that is designated by the Company, from a computer, smartphone, or mobile phone.
If you have any questions, please contact our help desk.
Access the Voting Rights Exercise Website: https://www.web54.net
Enter the “Login ID” and “Password” indicated on the Voting Rights Exercise Form and then enter your votefor each proposal according to the instructions on the screen.

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To exercise voting rights via proxy, you may designate one (1) other shareholder with voting rights to act as your proxy andattend 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 same day, the vote cast through theInternet, etc., shall be accepted as the valid vote.
In the event that voting rights are exercised multiple times via the Internet, only the final vote submitted shall be consideredvalid.
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.
The costs incurred when accessing the voting rights exercise website, such as Internet access fees and telephone charges,
shall be borne by shareholders. Also, fees required to use mobile phones, such as packet transmission fees, shall be borne byshareholders.
Access may be unavailable in certain operating environments including the use of a firewall when accessing the Internet, theuse of antivirus software or the use of a proxy server.

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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 task,
and strives to maintain and enhance the level of dividends, while focusing on enhancing its financial
position by expanding business earnings and securing internal reserves for the purpose of increasing
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 to shareholders:
5 yen per share of the Company’s ordinary stock
Total amount of dividends: 410,453,755 yen.
(3) Effective date of dividends of surplus:
June 26, 2020

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Proposal 2:

Election of Two (2) Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members, Mr. Hajime Kubo and Mr. Koichi
Moriya, will expire at the conclusion of this year’s Annual General Meeting of Shareholders.
Accordingly, the election of two (2) Audit & Supervisory Board Members, including a newly
appointed Audit & Supervisory Board Member, is proposed.
The Audit & Supervisory Board has provided its approval to this proposal.
The candidates for Audit & Supervisory Board Members are as follows:No.

1

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

Joined TAMURA SEIKO CORPORATION
President
Executive Director
President
Executive Director
Joined the Company
General Manager of West Japan Sales Division, Electronic
Components Business Unit
Senior Specialist of Sales Division, Electronic Components
April 2020
Business Unit (current position)
Reason for nomination as a candidate for Audit & Supervisory Board Member
Mr. Tetsuya Fukushi served for a long time as President of a subsidiary of the Company,and has experience in overall management and overseas business operations. We judgedthat he will be able to engage in audits by using his rich business experience and deep
insight, and therefore nominated him as a candidate for Audit & Supervisory Board
Member of the Company.

14,583Name(Date of birth)

Tetsuya Fukushi(January 11, 1961)[New Appointment]

April 1983
June 2002
September 2006
April 2008
June 2009
April 2010
April 2019

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No.

Name

Past experience, positions
and significant concurrent positions(Date of birth)

Registered as Attorney at Law, Homma Law Office
Established Moriya Law Office, Director (current position)
Audit & Supervisory Board Member, the Company (current
Koichi Moriya
position)(September 29, 1960)
Outside Audit & Supervisory Board Member, Samantha Thavasa
May 2004
Japan Limited[Reappointment]
Outside Audit & Supervisory Board Member, Sun FrontierJune 2014[Outside]
Fudousan Co., Ltd. (current position)[Independent Auditor] May 2018
Outside Director, Samantha Thavasa Japan Limited (current
position)
Attendance at meetings Reason for nomination as a candidate for Outside Audit & Supervisory Board Memberof the Board of
Mr. Koichi Moriya, as an Attorney at Law, has broad-ranging knowledge andDirectors:
experience in fields including overall legal affairs and corporate governance. He has
95% (20 out of 21
audited the execution of duties of Directors from an objective and fair standpoint as antimes)
Outside Audit & Supervisory Board Member of the Company.
Although he has not engaged in corporate management other than serving as an Outside
Attendance at meetings Director or an Outside Audit & Supervisory Board Member, we have judged that he willof the Audit &be able to fulfill his duties as an Outside Audit & Supervisory Board Member
Supervisory Board: appropriately based on the reasons above.
100% (7 out of 7 times) Going forward, with his abundant experience and insight, we judged that he will be able
to further enhance the Company’s management structure, and therefore request his
continued election as an Audit & Supervisory Board Member of the Company.

Number ofshares of theCompany held

April 1989
July 2000
June 2001

2

3,000

(Notes)1. There are no special interests between the candidates and the Company.
2. Mr. Koichi Moriya is a candidate for Outside Audit & Supervisory Board Member. Furthermore, Mr. Koichi Moriya’s
term of office as Outside Audit & Supervisory Board Member of the Company will be nineteen (19) years at the closeof this General Meeting.
3. Mr. Koichi Moriya has been submitted as an Independent Director/Auditor pursuant to the regulations of the Tokyo
Stock Exchange, and if he is reelected as proposed, he is planned to continue as such Independent Director/Auditor.
4. If Mr. Tetsuya Fukushi is elected as proposed, the Company plans to conclude a liability limitation agreement withhim.
The Company has concluded a liability limitation agreement with Mr. Koichi Moriya, and if he is reelected, theCompany plans to continue with this agreement. A summary of this liability limitation agreement is as follows.

If an Audit & Supervisory Board Member is negligent in duties and becomes liable to the Company fordamages, the liability for damages shall be the minimum amount as stipulated by Article 425, Paragraph 1 of
the Companies Act.
The above liability limit for damages shall be accepted only in the case where the execution of duties whichcaused the liability was conducted by the Audit & Supervisory Board Member in good faith and withoutgross negligence.

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(Reference)
1. Policies and procedures for selection of candidates for Director and Audit & Supervisory Board
Member(1) Candidates for Director
By introducing the Executive Officer System and separating execution and supervision, theCompany creates an appropriate scope of personnel to enable functioning of the Board of Directors.
In consideration of the business content, scale, and management environment, etc., of theCompany, personnel with knowledge, experience, and capacity to contribute to enabling
functionality of the Board of Directors are selected as candidates for Director upon consideration of
the overall balance and diversity of the Board of Directors.
Additionally, the Company selects two or more Outside Directors, seeks personnel in wide andvaried fields, and works to have candidates that satisfy the standards of independence defined by the
Tokyo Stock Exchange and the Company.
Candidates are recommended in the Nomination and Remuneration Advisory Committee based on
the Director Nomination Standards, deliberation is carefully made in the Board of Directors, anddetermination is made.
(2) Candidates for Audit & Supervisory Board Member
In consideration of the business content, scale, management environment, and audit structure, etc.,
personnel that can audit the business execution conditions of Directors from a fair and objective
standpoint, have capacity to contribute to improvement of the health and transparency ofmanagement, and have a wealth of knowledge and experience regarding corporate management andbusiness operations are selected as candidates for Audit & Supervisory Board Member.
Additionally, the Company selects a majority of Outside Audit & Supervisory Board Members,seeks personnel in wide and varied fields, and works to have candidates that satisfy the standards of
independence defined by the Tokyo Stock Exchange and the Company.
Candidates are recommended in the Nomination and Remuneration Advisory Committee based on
the Audit & Supervisory Board Member Nomination Standards, deliberation is carefully made in the
Board of Directors and upon resolution, a proposal is submitted to the Audit & Supervisory Board,and determination is made upon receiving approval.
2. Standards of independence for Outside Officers
To establish a corporate governance structure that can enable management with high transparency andstrong management supervision functions and aim to improve corporate value, standards for determining
independence of Outside Officers of the Company are defined as follows.
Additionally, Outside Officers shall maintain the below standards of independence after appointment,
and if changes are deemed to have occurred, evaluation shall be made in the Board of Directors.
The standard of independence shall be that none of the following items applies.
1) The person is or was within the past 10 years a business executor of the Company or a subsidiary of
the Company (hereinafter the “Group”).
2) The person was a major shareholder that held an investment stake of 5% or more in the Company ora business executor thereof within any of the past five fiscal years.
3) The person was a transaction partner of which the amount of transactions was over 1% ofconsolidated net sales of the Company or said transaction partner within the past three fiscal years
or a business executor thereof.
4) The person was a major lender of the Company or a business executor thereof within the past threefiscal years.
5) The person received donations in excess of 10 million yen per annum from the Group or wasaffiliated with an organization, etc., that received said donations within the past three fiscal years.
6) The person received remuneration in excess of 10 million yen per annum from the Group aside fromexecutive remuneration within the past three fiscal years.
7) The person is a spouse or relative within the second degree of a person to which 1) to 6) above
applies.
(Note) A business executor refers to Executive Directors and Executive Officers.
End

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Proposal 3:

Issuance of Stock Acquisition Rights as Stock Compensation-type Stock Options

1. Reasons and other details
The Company implemented an executive officer system in June 2005 as part of structuralreforms for its officer system, significantly reassessing the compensation system for Directors, andterminated its previous officer retirement benefits system. As a result, by placing Directors(excluding Outside Directors; the same applies hereinafter) and Executive Officers in a position
not only to share the benefits of higher stock prices but also the risks of lower stock prices withshareholders, the Company intends to provide added motivation and morale for improving thestock price and increasing corporate value, and proposes the following.
The Company proposes the issuance of gratis stock acquisition rights to Directors andExecutive Officers of the Company, as described in “Summary of issuance of stock acquisitionrights” below, that are exercisable from the day following retirement, and are stockcompensation-type stock options with a paid-in amount of 1 yen per share for exercise of eachstock acquisition right.
At the 95th Annual General Meeting of Shareholders held on June 27, 2018, the amount ofcompensation, etc. for Directors of the Company was resolved to include, apart from basic
compensation, an economic value of stock acquisition rights provided as stock options allotted to
Directors as compensation of maximum 40 million yen. The Company proposes to allot stockacquisition rights as stock compensation-type stock options to Directors within the scope of thesaid amount of compensation, etc.
Furthermore, the Company also plans to allot gratis stock acquisition rights as stockcompensation-type stock options to Directors and Executive Officers in the future, on thecondition that approval is gained from a General Meeting of Shareholders of the Company foreach fiscal year in which the Directors and Executive Officers are in office.
2. Summary of issuance of stock acquisition rights(1) Persons subject to allotment of stock acquisition rights, number of persons, and number ofstock acquisition rights to be allotted
Directors of the Company (excluding Outside Directors) 5 persons 214 stock acquisition rights
Executive Officers of the Company
9 persons 174 stock acquisition rights(2) Class and number of shares to be allocated upon exercise of the stock acquisition rights
The upper limit will be 38,800 shares of ordinary stock of the Company.
The number of shares to be allocated upon exercise of each stock acquisition right (hereinafter
the “number of shares granted”) shall be 100 shares. However, in the event that the Company
conducts a stock split (including a gratis allotment of shares of ordinary stock of the Company; thesame shall apply to references to a stock split hereinafter) or reverse stock split of its ordinary
stock on or after the date the stock acquisition rights are allotted (hereinafter the “allotment date”),
the number of shares granted shall be adjusted based on the following formula. However, such an
adjustment shall be made to the number of shares to be allocated upon exercise of the stockacquisition rights to which the stock acquisition rights have not been exercised at the time of suchstock split or reverse stock split, and any fraction resulting from the adjustment of less than one
share shall be rounded down.
Post-adjustment number of shares granted = Pre-adjustment number of shares granted × Ratioof split or reverse split
In addition to the above, in the event the Company conducts a merger, company split, or stock
exchange on or after the allotment date, or other equivalent circumstances whereby an adjustment
to the number of shares granted is necessary, the Company may appropriately adjust the number ofshares granted, within reason, after careful consideration by the Board of Directors on theconditions of such merger, company split, or stock exchange, among other factors.
When making adjustments as per above, the upper limit of the total number of shares allocatedby the stock acquisition rights shall be a number obtained by multiplying the post-adjustment
number of shares granted by the total number of stock acquisition rights.
(3) Total number of stock acquisition rights
388 stock acquisition rights(4) Paid-in amount for stock acquisition rights
There will be no paid-in cash requirement in exchange for the stock acquisition rights offering.

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(5) Total amount to be invested upon exercise of new stock acquisition rights
The value of assets contributed upon the exercise of each stock acquisition right shall be 1 yenfor every share that may be issued upon the exercise of the stock acquisition rights, multiplied by
the number of shares granted.
Furthermore, if the Company conducts a stock split or reverse stock split after the issue date
for the stock acquisition rights, the paid-in amount shall be adjusted based on the following
formula, and fractions resulting from the adjustment of less than 1 yen shall be rounded up.
1
Post-adjustment paid-in amount=Pre-adjustment paid-in amount×
Ratio of split or reverse split(6) Period of exercising rights for stock acquisition rights
From July 1, 2020 to June 30, 2050.
(7) Exercise conditions for stock acquisition rights(i) A holder of stock acquisition rights may exercise stock acquisition rights only within ten (10)days after retiring from both positions of Director and Executive Officer.
(ii) Regardless of (i) above, if either (a) or (b) below apply to the holder of stock acquisition rights,
stock acquisition rights may be exercised within the respective periods.
(a) If a proposal to approve a merger agreement with the Company as the extinct company isapproved at a General Meeting of Shareholders, or if a proposal to approve a stock
exchange agreement or proposal to approve a stock transfer making the Company awholly-owned subsidiary is approved at a General Meeting of Shareholders, the period
shall be within two (2) weeks of the day following approval.
(b) If the holder of stock acquisition rights dies, the heir will have a period of three (3) months
from the day following the death of the holder of stock acquisition rights.
(iii) If any event occurs where a holder of the stock acquisition rights is no longer eligible toexercise the stock acquisition rights for the purpose of grant of the stock acquisition rights, theholder shall immediately lose the stock acquisition rights. This includes cases where a holderof the stock acquisition rights has been dismissed from a position of Director or Executive
Officer, or sentenced to imprisonment or a more serious charge.
(iv) The stock acquisition rights shall not be offered for pledge or made the subject of a security
interest.
(v) Each stock acquisition right may not be exercised in part.
(8) Increase in capital and capital reserve in the case of issuance of shares through the exerciseof stock acquisition rights(i) When shares are issued through the exercise of stock acquisition rights, the amount of capitalincrease shall be one-half of the maximum limit for increases in capital calculated inaccordance with Article 17, Paragraph 1 of the Company Accounting Ordinance, and fractionsof less than 1 yen shall be rounded up.
(ii) When shares are issued through the exercise of stock acquisition rights, the amount of capitalreserve to be added shall be determined by subtracting the amount of capital increase as
stipulated in (i) above from the maximum limit for increases in capital indicated in (i) above.
(9) Matters concerning the acquisition of stock acquisition rights(i) In the event the Company’s General Meeting of Shareholders approves (or resolutions by its
Board of Directors where the resolution of the General Meeting of Shareholders is notnecessary) a proposal for a merger agreement in which the Company is the extinct company,
proposal for an absorption-type merger agreement in which the Company is split or is planned
to be newly spun off, or a resolution for a stock exchange agreement or stock transfer plan inwhich the Company becomes a wholly-owned subsidiary, the Company is entitled to acquire
all existing stock acquisition rights gratis on a date separately determined by the Board of
Directors of the Company.
(ii) If a holder of the stock acquisition rights no longer falls under conditions for exercising thestock acquisition rights or loses the stock acquisition rights for reasons prescribed in (7) above,
the Company is entitled to acquire such stock acquisition rights gratis on a date separately
determined by the Company.
(10) Limits on transferability of stock acquisition rights
Transfer of stock acquisition rights shall require the approval of the Board of Directors of the- 10 -

Company.
(11) Treatment of stock acquisition rights during a reorganization
If the Company is subject to a merger (limited to a case where the Company ceases to exist
after to the merger), merger by absorption and spin-off, demerger, stock exchange or stock transfer(hereinafter “Reorganization”), it shall, pursuant to the provisions below, deliver new stockacquisition rights covering shares in the Reorganized Company as indicated in Article 236,
Paragraph 1, Items 8a through e of the Companies Act for the respective cases (hereinafter“Reorganized Company”), to the holder of the Company’s existing stock acquisition rights(hereinafter “Existing Stock Acquisition Rights”) on date the Reorganization becomes effective. In
this case, the Existing Stock Acquisition Rights will cease to exist and the Reorganized Company
will issue new stock acquisition rights. However, this shall be limited to the case whereby thedelivery of new stock acquisition rights for the Reorganized Company is stipulated in the merger
agreement, absorption-type merger agreement, spin-off agreement, stock exchange agreement, or
stock transfer plans in accordance with the conditions below.
(i) Number of new stock acquisition rights of the Reorganized Company to be provided
The same number as the number of existing stock acquisition rights that remain in thehands of the holders of stock acquisition rights shall be provided.
(ii) Class of shares of the Reorganized Company underlying the new stock acquisition rights
The class of shares underlying the new stock acquisition rights shall be the ReorganizedCompany’s ordinary stock.
(iii) Number of shares of the Reorganized Company underlying the new stock acquisition rights
To be determined in accordance with (2) above upon consideration of such factors as theconditions of the Reorganization.
(iv) Total amount to be invested upon exercise of new stock acquisition rights
The total amount to be invested upon exercise of the new stock acquisition rights allottedshall be, after consideration of factors such as the Reorganization, the post-adjustment paid inamount obtained from adjusting the paid in amount as stated in (5) above, multiplied by the
number of shares of the Reorganized Company to be granted due to the exercise of new stockacquisition rights as stipulated in (iii) above.
(v) Exercise period for new stock acquisition rights
Between the first day of the period that that stock acquisition rights can be exercised asstated in (6) above and the effective date of the Reorganization, whichever is later, until the
final day of the period that stock acquisition rights can be exercised as stated in (6) above.
(vi) Increase in capital and capital reserve in case of issuance of shares through exercise of the
new stock acquisition rights
Determined in accordance with (8) above.
(vii) Restrictions on acquisition of stock acquisition rights via transfer
Acquisition of stock acquisition rights via transfer shall require the approval of theReorganized Company.
(viii) Reasons for acquisition and conditions for stock acquisition rights
Determined in accordance with (9) above.
(12) Allotment date for stock acquisition rights
July 1, 2020(13) Treatment of share certificates for stock acquisition rights
No stock acquisition rights certificates shall be issued for the stock acquisition rights.
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