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 8, 2018
To Shareholders with Voting Rights:
Naoki Tamura
President
TAMURA CORPORATION
1-19-43, Higashi-Oizumi,
Nerima-ku, Tokyo, JapanNOTICE OF
THE 95TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 95th Annual General Meeting of Shareholders of TAMURACORPORATION (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Rights Exercise Form, or via the Internet. 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 Tuesday, June 26,
2018, Japan time.
1. Date and Time:

Wednesday, June 27, 2018 at 10:00 a.m. Japan time (reception begins at 9:00
a.m.)

2. Place:

Basement 2F La Rose, HOTEL CADENZA HIKARIGAOKA, J.CITY
5-8-20, Takamatsu, Nerima-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
95th Fiscal Year (April 1, 2017 - March 31, 2018) 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 95th Fiscal Year
(April 1, 2017 - March 31, 2018)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Two (2) Directors
Proposal 2:
Revision of Compensation for Directors
Proposal 3:
Issuance of Stock Acquisition Rights as Stock Compensation-type Stock
Proposal 4:
Options-1-

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: http://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: Wednesday, June 27, 2018, at 10:00 a.m.
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: Tuesday, June 26, 2018, 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 rights: Tuesday, June 26, 2018, 5:20 p.m.
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 yourvote for each proposal according to the instructions on the screen.
▪ 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, only the final vote submitted
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.
The costs incurred when accessing the voting rights exercise website, such as Internet access fees andtelephone charges, shall be borne by shareholders. Also, fees required to use mobile phones, such as packet
transmission fees, shall be borne by shareholders.
Access may be unavailable in certain operating environments including the use of a firewall whenaccessing the Internet, the use of antivirus software or the use of a proxy server.
To exercise your voting rights on mobile phones, please use i-mode*, EZweb*, or Yahoo!* Keitai services.
For security reasons, you cannot vote by a mobile phone which is incompatible with TLS encryptedtransmission or transmission of phone ID information.
*“i-mode” “EZweb”, and “Yahoo!” are trademarks or registered trademarks of NTT DoCoMo Inc., KDDI Corporation and Yahoo! Inc. respectively.

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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 4 yen, the annual dividend will be 9 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: 410,033,355 yen.
(3) Effective date of dividends of surplus:
June 28, 2018

-4-

Proposal 2:

Election of Two (2) Directors

Mr. Shigeaki Ishikawa, Outside Director appointed at the 94th Annual General Meeting of
Shareholders of the Company held on June 28, 2017, passed away on October 13, 2017. Accordingly,
with the intent of filling the vacancy, securing management transparency, and further strengthening
corporate governance, increasing the number of Outside Directors by one (1) person and the election of
two (2) Directors are proposed. The term of office of Directors appointed as substitutes and additions
will be until the expiration of the terms of office of the other current Directors pursuant to theCompany's Articles of Incorporation.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1978

1

2

Joined Ministry of International Trade and Industry (currently
Ministry of Economy, Trade and Industry)
September 2005
Director-General of Research and Statistics Department, Economic
and Industrial Policy Bureau
July 2006
Joined Olympus Corporation
June 2009
Executive Officer, Division Manager, Microtechnology R&D
Division, Corporate R&D Center
Akira Kubota
April
2014
Executive
Managing Officer, Group President, Corporate R&D(September 9, 1953)
CenterExecutive Managing Officer, Unit Head, Medical Affairs & CSR[New Appointment] April 2016
Office[Outside]
May 2017
Executive Director of NIPPON ELECTRIC CONTROL[Independent Director]
EQUIPMENT INDUSTRIES ASSOCIATION (current position)
Reason for nomination as a candidate for Outside Director
Mr. Akira Kubota has been engaged in organization management as an officer of an
operating company, in addition to extensive experience at an administrative organ. With
his expertise, insight, and broad-ranging knowledge based on abundant experience, we
expect to receive his useful and unreserved opinions and guidance from an objective andbroad perspective, and therefore request his election as a Director of the Company.
April 1992
The 46th Legal Apprentice of the Supreme Court
April 1994
Registered at the Daini Tokyo Bar Association
April 1994
Law Offices of Homma & Komatsu (currently Homma & Partners)
April 1999
Partner Lawyer (current position)
April 2009
Practicing-attorney-professor for civil advocacy of the Legal
Training and Research Institute, the Supreme Court
Outside Auditor, NICHIREKI CO.,LTD. (current position)
Haruko Shibumura
June 2015(December 6, 1964) June 2015
Outside Director, Hitachi Koki Co., Ltd.
October 2017
Outside Auditor (current position)[New Appointment] Reason for nomination as a candidate for Outside Director[Outside]
Although Ms. Haruko Shibumura has never been involved in corporate management[Independent Director] except as outside director and outside auditor, she has been acting as an Attorney at Law
for many years and has served as an outside officer of another company. Therefore, she
has abundant experience and broad-ranging knowledge regarding various matterssurrounding corporate management, including corporate governance and compliance,from the perspective of a specialist in legal affairs. We expect to receive her useful andunreserved opinions and guidance from an objective and broad perspective, and therefore
request her election as a Director of the Company.

Number ofshares of theCompany held

00(Notes)1. There are no special conflicts of interest between the candidates and the Company.
2. Mr. Akira Kubota and Ms. Haruko Shibumura are candidates for Outside Director.
Furthermore, the Company has judged that Mr. Akira Kubota and Ms. Haruko Shibumura satisfy the independence
requirements defined by the Tokyo Stock Exchange and will be newly appointed as Independent Director of theCompany if they are elected as Outside Directors as proposed. Also, both of them satisfy the standards of
independence (page 7) defined by the Company.

-5-

3.

The Company plans to conclude a liability limitation agreement with Mr. Akira Kubota and Ms. Haruko Shibumura if
they are elected as Outside Directors. A summary of these liability limitation agreements is as follows.

If an Outside Director is negligent in duties and becomes liable to the Company for damages, the liability fordamages shall be the minimum amount as stipulated by Article 427, 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 Outside Director in good faith and without gross negligence.

-6-

(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 (Note) of the Company or asubsidiary 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

-7-

Proposal 3:

Revision of Compensation for Directors

The amount of compensation for Directors was resolved at the 92nd Annual General Meeting of
Shareholders held on June 26, 2015 to be maximum 230 million yen per annum (fixed cash
compensation of maximum 210 million yen per annum (of which, maximum 30 million yen for Outside
Directors), an economic value of stock acquisition rights provided as stock options allotted to Directors(excluding Outside Directors) as compensation of maximum 20 million yen per annum; however, they do
not include compensation for employees). However, in consideration of changes in economic trends that
followed the resolution and of the number of Directors, which would increase by two (2) persons andtotal to three (3) persons, if Proposal 2 is approved as proposed, etc., the Company proposes to modify
the total limit of compensation for Directors to maximum 290 million yen per annum, composed of
maximum 250 million yen per annum in fixed cash compensation (of which, 50 million yen 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 per annum.
Furthermore, as before, the Company requests that compensation amounts for Directors shall notinclude compensation for employees provided to Directors concurrently serving as employees.
The number of Directors of the Company is currently seven (7) persons (including one (1) Outside
Director), but if Proposal 2 is approved as proposed, the number of Directors will be nine (9) persons(including three (3) Outside Directors).
(Current) The resolution of the Annual General Meeting of Shareholders of June 26, 2015
Eligible person
Directors (excluding
Directors)
Outside Directors

Outside180

20(Amount: million yen)
Total limit ofcompensation
200

30

-

30

210

20

230

200

40

(Amount: million yen)
Total limit ofcompensation
240

50

-

50

250

40

290

Fixed cash
compensation

Total

Stock options(Proposed amendment)
Eligible person
Directors (excluding
Directors)
Outside Directors
Total

OutsideFixed cash
compensation

Stock options-8-

Proposal 4:

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

1. Reason for issuing stock acquisition rights as stock options
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.
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) 6 persons 245 stock acquisition rights
Executive Officers of the Company
7 persons 185 stock acquisition rights(2) Class and number of shares to be allocated upon exercise of the stock acquisition rights
The upper limit will be 43,000 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 or reverse stock split of its ordinary stock on or after the date of issue(hereinafter the “issue date”), the number of shares granted shall be adjusted based on thefollowing formula (fractions of less than one share shall be rounded down), and the total numberof shares allocated by the stock acquisition rights shall be the post-adjustment number of shares
granted multiplied by the number of unexercised or unretired stock acquisition rights at the giventime.
Post-adjustment number of shares granted =Pre-adjustment number of shares granted × Raito of split or reverse split
In addition to the above, in the event the Company conducts a capital reduction, a merger, or acompany split on or after the issue 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, taking into consideration the conditions such as the capital reduction,
merger, or company split, and the total number of shares allocated by the stock acquisition rights
shall be the post-adjustment number of shares granted multiplied by the number of unexercised or
unretired stock acquisition rights at the given time.
(3) Total number of stock acquisition rights
430 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.
(5) Value of Assets to be Contributed Upon the Exercise of 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 of less than 1 yen shall be rounded up.

-9-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, 2018 to June 30, 2048.
(7) Exercise conditions for stock acquisition rights(i) Directors and Executive Officers may exercise stock acquisition rights only within ten (10)days of the day following retirement.
(ii) 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) The Company may, at any time, acquire gratis unexercised stock acquisition rights held by theCompany.
(10) Limits on transferability of stock acquisition rights
Transfer of stock acquisition rights shall require the approval of the Board of Directors of theCompany.
(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 exercise price as stated in (5) above, multiplied by the- 10 -

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 resolution by the Board of
Directors of the Reorganized Company (if the Reorganized Company does not implement a
Board of Directors, a “Director”).
(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, 2018(13) Treatment of share certificates for stock acquisition rights
Share certificates for stock acquisition rights shall be issued only upon request by a holder ofstock acquisition rights.
End- 11 -