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 shall prevail.

Securities Code: 4345
May 31, 2021
To our shareholders:Taizo Yokoshima
Representative Director and President
CTS Co., Ltd.
115, Kosato, Ueda-shi, Nagano

Notice of the 31st Annual General Meeting of Shareholders
You are cordially invited to attend the 31st Annual General Meeting of Shareholders of CTS Co., Ltd. (the“Company”), which will be held as indicated below.
In view of the novel coronavirus disease (COVID-19) situation, and with the safety of our shareholders as our top
priority, we would like to request that you refrain from attending this General Meeting of Shareholders in person
this year and to exercise your voting rights in advance by mail or via the Internet no later than 6:00 p.m. on
Thursday, June 17, 2021 (JST).
1. Date and Time: Friday, June 18, 2021, at 10:00 a.m. (JST)
2. Place:
UEDA TOKYU REI HOTEL, 3F “Shinano”
4-24-1, Tenjin, Ueda-shi, Nagano
3. Purpose of the Meeting:
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 31st fiscal year (from April 1, 2020to March 31, 2021), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 31st fiscal year (from April 1, 2020 to March 31, 2021)
Matter to be resolved:
Proposal No. 1
Election of Six Directors
Proposal No. 2
Election of Two Audit & Supervisory Board Members
Information on matters posted on the Company’s website
1. Among the documents to be provided with this notice, the items below are posted on the Company’s website(https://www.cts-h.co.jp/) pursuant to laws and regulations, as well as Article 14 of the Articles ofIncorporation.
(1) Consolidated Statement of Changes in Shareholders’ Equity and Notes to Consolidated Financial
Statements(2) Non-consolidated Statement of Changes in Shareholders’ Equity and Notes to Non-consolidated Financial
Statements
In addition, these items are included in the Consolidated Financial Statements and Non-consolidated Financial
Statements, which have been audited by Audit & Supervisory Board Members to prepare the audit report andby Financial Auditor to prepare the accounting audit report.
2. Any corrections in the Reference Documents for General Meeting of Shareholders, Business Report,
Consolidated Financial Statements or Non-consolidated Financial Statements will be posted on the Company’s
website (https://www.cts-h.co.jp/).

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Response to prevent the spread of COVID-19 at this General Meeting of Shareholders<Requests to shareholders>- In view of the COVID-19 situation, and with the safety of our shareholders as our top priority, we would like torequest that you refrain from attending this General Meeting of Shareholders in person this year.
- As the right to vote at the General Meeting of Shareholders is an important right of shareholders, we request thatyou exercise your voting rights in advance via the Internet or by mail.
[Information on measures at the venue]- We ask shareholders attending the General Meeting of Shareholders in person to wear a mask and use alcohol
disinfectant. In addition, we will check your body temperature at the reception desk. Please note that those who
appear to be unwell, etc. may be approached by the management staff and asked to refrain from entering thevenue.
- Officers and management staff attending the General Meeting of Shareholders will be wearing masks. Inaddition, they will participate in the meeting after thoroughly checking their physical condition, which includes
taking their temperature.
- The length of the General Meeting of Shareholders will be shortened to ensure smooth and efficient proceedings,
so we ask for your understanding and cooperation.

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

Election of Six Directors

The terms of office of all six currently serving Directors will expire at the conclusion of this meeting. Therefore,
the Company proposes the election of six Directors.
The candidates for Director are as follows:
CandidateNo.

Name(Date of birth)

Taizo Yokoshima(June 9, 1960)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
Sept. 1980
July 1990
July 1995
June 2001
Apr. 2003
Jan. 2017

12

Joined the Company
DirectorSenior Managing Director
Representative Director and Vice President
Representative Director and President (currentposition)
Representative Director and President ofRentarise Corporation (current position)
Representative Director of CTS Linetech
Corporation (current position)

Number of theCompany’s shares
owned

76,800(Reasons for nomination)
Taizo Yokoshima served as Director of the Company from 1990 and has been serving as Representative Director andPresident since 2003. He established the management policy which the Company is to pursue, demonstrated strong
leadership and decisiveness to realize it, and expanded business operations. The Company has determined that he will
be able to achieve sustainable corporate growth and increase corporate value in the medium to long term as hisexperience, achievements and insight can be applied to the Company’s management. Accordingly, the Company
nominated him as a candidate for Director.
July 2000
Joined the Company
July 2013
General Manager of Matsumoto Branch
Apr. 2017
Executive Officer (current position)
Oct. 2017
General Manager of Tokai and Koshin Sales
Hideki Akiyama
Department
6,653(April 5, 1976)
Jan. 2019
General Manager of Tokai Sales Department(current position)
Feb. 2019
General Manager of Kinki Sales Department
June 2019
Director of the Company (current position)(Reasons for nomination)
Hideki Akiyama has contributed to business expansion as the person responsible for the sales department, and currently
promotes sales activities as the General Manager of the Tokai Sales Department. The Company has determined that hewill be able to achieve sustainable corporate growth and increase corporate value in the medium to long term as hisexperience, achievements and insight can be applied to the Company’s management. Accordingly, the Company
nominated him as a candidate for Director.

-3-CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
June 2002
June 2015

Kazutoshi Kanai(November 29, 1977)
345

Apr. 2016
Apr. 2017
Sept. 2018

Joined the Company
Acting General Manager of IT Infrastructure
Team, Business Management Division
General Manager of System Business
Promotion Department
Executive Officer (current position)
General Manager of System Business
Management Department (current position)
Director of the Company (current position)

Number of theCompany’s shares
owned

16,153June 2019(Reasons for nomination)
Kazutoshi Kanai has contributed to business expansion as the person responsible for the System Business, which is themainstay business, and currently promotes revenue expansion as the General Manager of the System Business
Management Department. The Company has determined that he will be able to achieve sustainable corporate growthand increase corporate value in the medium to long term as his experience, achievements and insight can be applied tothe Company’s management. Accordingly, the Company nominated him as a candidate for Director.
Jan. 2014
Joined the Company
June 2017
Director of Rentarise Corporation (currentposition)
Jan. 2018
General Manager of Corporate Planning
Department (currently General Manager ofCorporate Planning Office) (current position)
Ren Yokoshima
973(June 6, 1987)
Apr. 2018
Director of CTS Linetech Corporation (currentposition)
July 2018
General Manager of House Fittings Department(current position)
Apr. 2019
Executive Officer (current position)
June 2020
Director of the Company (current position)(Reasons for nomination)
Ren Yokoshima has worked in the Corporate Planning Department since joining the Company in 2014, and has
contributed to strengthening the management base in his current position as General Manager of the Corporate Planning
Office. He has also worked on initiatives to improve earnings as the person responsible for the House Fittings
Department. The Company has determined that he will be able to achieve sustainable corporate growth and increase
corporate value in the medium to long term as his experience, achievements and insight can be applied to theCompany’s management. Accordingly, the Company nominated him as a candidate for Director.
Apr. 1971
Joined Honda Motor Co., Ltd.
Apr. 2006
General Manager of Regional Operations(South America) Planning Office
Apr. 2008
Joined NISSIN KOGYO CO., LTD.
General Manager of General Affairs
Akihiko Kishimoto
Department, Accounting Department, and HR
1,168(January 1, 1953)
Development Department
June 2008
Director
June 2011Managing Director and Chief Operating Officerof Corporate Planning & Business Management
June 2017
Director of the Company (current position)(Reasons for nomination)
Akihiko Kishimoto has held important posts such as Director of the corporate planning & business management during
his time at Honda Motor Co., Ltd. and NISSIN KOGYO CO., LTD., and has been supervising management through his
objective opinions and decision making, based on his insight into corporate management, at meetings of the Board ofDirectors. The Company has determined that he will continue to be able to further strengthen the functions of the Boardof Directors from a fair standpoint. Accordingly, the Company nominated him as a candidate for outside Director. He iscurrently an outside Director of the Company, and at the conclusion of this meeting, his tenure will have been fouryears.

-4-Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
Apr. 1975
Sept. 2006

Masaharu Miyasaka(January 29, 1953)

Sept. 2008
Sept. 2010
Sept. 2014
Sept. 2016

6Joined SHINSHU HAM CO., LTD.
Executive Officer and General Manager ofSales Division
Director
Managing DirectorSenior Managing Director and General
Manager of Business Division
Representative Director and President (currentposition)
Director of the Company (current position)

Number of theCompany’s shares
owned–June 2019
(Reasons for nomination)
Masaharu Miyasaka is currently playing an active role as Representative Director and President of SHINSHU HAM
CO., LTD., and has been supervising management through his objective opinions and decision making, based on his
insight into corporate management, at meetings of the Board of Directors. The Company has determined that he willcontinue to be able to further strengthen the functions of the Board of Directors from a fair standpoint. Accordingly, theCompany nominated him as a candidate for outside Director. He is currently an outside Director of the Company, and at
the conclusion of this meeting, his tenure will have been two years.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. Akihiko Kishimoto and Masaharu Miyasaka are candidates for outside Director.
3. The Company has entered into a directors and officers liability insurance policy with an insurance company as
stipulated in Article 430-3, paragraph (1) of the Companies Act, and the insurance policy is intended to cover amount ofindemnification and litigation expenses incurred by the insured, including the Company’s Directors, in the event that aclaim for damages is made against the insured due to an improper act committed by the insured based on his position.
However, in order to ensure that the proper performance of the insured’s duties is not impaired, the policy does notcover any claims for damages made against the insured due to conduct by the insured that illegally obtained benefits orfavors; the committing of crimes, illicit acts or fraud; or violations of laws and regulations or legal restrictions with theknowledge that said conduct is a violation. In the event that each candidate is elected and assumes office as a Director,
he will become an insured under this insurance policy. The insurance policy is scheduled to be renewed with the sameterms and conditions at the next renewal.
4. The Company has entered into an agreement with Akihiko Kishimoto and Masaharu Miyasaka to limit their liability fordamages under Article 423, paragraph (1) of the Companies Act. The maximum amount of liability for damages under
this agreement is the amount provided for under laws and regulations. If this proposal is approved and adopted and thetwo candidates are reelected, the Company plans to renew this agreement with them.
5. The Company has submitted notification to the Tokyo Stock Exchange that Akihiko Kishimoto and Masaharu Miyasaka
have been designated as independent officers as provided for by the aforementioned exchange. If this proposal isapproved and adopted and they are reelected, the Company plans for their appointment as independent officers tocontinue.
6. The number of the Company’s shares owned includes the candidate’s holdings through CTS Officers’ Shareholding
Association.

-5-Proposal No. 2

Election of Two Audit & Supervisory Board Members

The term of office of Audit & Supervisory Board Member Hisashi Ashida will expire at the conclusion of this
General Meeting of Shareholders. In that regard, the Company proposes the election of two Audit & Supervisory
Board Members, increasing the number of Audit & Supervisory Board Member by one to enhance the audit.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
CandidateNo.

Name(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Aug. 1995
Apr. 2002
June 2007
Apr. 2010

Takeshi Miyazaki(August 12, 1959)

1

Oct. 2015
Oct. 2017
June 2019
Aug. 2019

Joined the Company
General Manager in charge of System BusinessDepartment
Director
Director and General Manager of System
Business Management Department
Director and Kanto Area Manager
Director and General Manager of Sales
Planning & Promotion Department
Retired as Director
General Manager of Internal Audit Office(currently in charge of Audit Office, InternalAudit) (current position)

Number of theCompany’s shares
owned

114,300(Reasons for nomination)
Takeshi Miyazaki has served as a Director of the Company for 12 years since 2007, and has contributed to theexpansion of the Company’s business through means such as taking charge of the systems business, which is theCompany’s main business. After retiring from the position of Director, he has worked to enhance and improve corporate
governance as the person in charge of Internal Audit. He has been nominated as a candidate for Audit & SupervisoryBoard Member because the Company believes that his experience and knowledge will enable him to play a role in theauditing of the Company’s management.
Apr. 1968
Joined The Hachijuni Bank, Ltd.
Feb. 2001
General Manager of Sales Division 1, Tokyo
Sales Department
June 2003
Executive Officer and Branch Manager of Iida
BranchHisashi Ashida
7,757
June 2005
Executive Officer and General Manager of(January 21, 1950)
Loan Department
June 2007
President and Representative Director of2
Hachijuni Credit Guarantee Co., Ltd.
June 2013
Full-time Audit & Supervisory Board Memberof the Company (current position)(Reasons for nomination)
Hisashi Ashida has been nominated as a candidate for outside Audit & Supervisory Board Member because he has held
important positions in business execution while working for The Hachijuni Bank, Ltd. and Hachijuni Credit Guarantee
Co., Ltd. and can audit the execution of business by Directors from an objective and impartial standpoint based on hisextensive knowledge as a manager of a financial institution. He is currently an outside Audit & Supervisory Board
Member of the Company, and at the conclusion of this meeting, his tenure will have been eight years.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. Hisashi Ashida is a candidate for outside Audit & Supervisory Board Member.
3. The Company has entered into a directors and officers liability insurance policy with an insurance company as
stipulated in Article 430-3, paragraph (1) of the Companies Act, and the insurance policy is intended to cover theamount of indemnification and litigation expenses incurred by the insured, including the Company’s Audit &Supervisory Board Members, in the event that a claim for damages is made against the insured due to an improper act
committed by the insured based on his position. However, in order to ensure that the proper performance of theinsured’s duties is not impaired, the policy does not cover any claims for damages made against the insured due toconduct by the insured that illegally obtained benefits or favors; the committing of crimes, illicit acts or fraud; orviolations of laws and regulations or legal restrictions with the knowledge that said conduct is a violation. In the eventthat each candidate is elected and assumes office as an Audit & Supervisory Board Member, he will become an insured-6-under this insurance policy. The insurance policy is scheduled to be renewed with the same terms and conditions at thenext renewal.
4. The Company has entered into an agreement with Hisashi Ashida to limit his liability for damages under Article 423,
paragraph (1) of the Companies Act. The maximum amount of liability for damages under this agreement is the amountprovided for under laws and regulations. If this proposal is approved and adopted and he is reelected, the Company
plans to renew this agreement with him.
5. The Company has submitted notification to the Tokyo Stock Exchange that Hisashi Ashida has been designated as anindependent officer as provided for by the aforementioned exchange. If this proposal is approved and adopted and he isreelected, the Company plans for his appointment as an independent officer to continue.
6. The number of the Company’s shares owned includes the candidate’s holdings through CTS Officers’ Shareholding
Association.

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