Note: This document has been translated from a part of the Japanese original forreference purposes only. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail. The Company assumes
no responsibility for this translation or for direct, indirect or any other forms ofdamages arising from the translation.
(Stock Exchange Code 7313)
June 3, 2016
To Shareholders with Voting Rights:
Michio Inoue
President
TS TECH CO., LTD.
3-7-27, Sakae-cho, Asaka-shi,Saitama, JapanNOTICE OFTHE 70TH 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 70th Annual General Meeting of Shareholders of TS
TECH CO., LTD. (the "Company"). The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing.
Accordingly, please review the attached Reference Documents for the General Meeting ofShareholders, indicate your vote for or against the proposals on the enclosed Voting Rights Exercise
Form and return it so that it is received by 5:30 p.m. on Thursday, June 23, 2016, Japan time.
1.
2.

3.

Date and time Friday, June 24, 2016 at 10:00 a.m., Japan time
(Reception is scheduled to start from 9:00 a.m.)
Place
Ballroom Fuji on the 3rd floor of Hotel Metropolitan
1-6-1, Nishi-Ikebukuro, Toshima-ku, Tokyo, Japan(See the access map at the end of this document for the location of the venue.)
Meeting Agenda
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for theCompany's 70th Fiscal Year (April 1, 2015 - March 31, 2016) andresults of audits by the Accounting Auditor and the Board ofAuditors of the Consolidated Financial Statements.
2. Non-Consolidated Financial Statements for the Company's 70thFiscal Year (April 1, 2015 - March 31, 2016)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Fourteen (14) Directors
Proposal 3:
Election of Two (2) Auditors
Proposal 4:
Election of One (1) Substitute Auditor〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰



When attending the meeting, please submit the enclosed Voting Rights Exercise Form atthe reception desk. Reception will open at 9:00 a.m.
In the event that the Reference Documents for the General Meeting of Shareholders, theBusiness Reports, the Non-Consolidated Financial Statements and the Consolidated
Financial Statements require revisions, the revised versions will be posted on theCompany's website.
Japanese: http://www.tstech.co.jp/

English: http://www.tstech.co.jp/english/Reference Documents for the General Meeting of Shareholders

Proposals and References
Proposal 1: Appropriation of Surplus
The Company regards distribution of profits to shareholders as one of its most importantmanagement priorities as it strives to improve its corporate value through business developmentfrom long-term and global perspectives.
With respect to the dividend, the basis is to take into consideration the trends in consolidated
financial results and the internal reserve to strengthen the consolidated business structure. In addition,
the general reserve is proposed as follows, taking into consideration factors such as internal reserve
for stable and ongoing corporate growth.
1.

Matters concerning the year-end dividend(1) Matters concerning allotment of dividends to shareholders and the total amountthereof
Dividend per share of the Company's common stock: 33 yen (cash)
Total amount: 2,243,934,858 yen(2) Effective date of payment of dividend
June 27, 2016

2.

Matters concerning appropriation of surplus(1) Item of increased surplus and the amount thereof
General reserve: 3,500,000,000 yen(2) Item of decreased surplus and the amount thereof
Retained earnings brought forward: 3,500,000,000 yen

Proposal 2: Election of Fourteen (14) Directors
The term of office for all twelve (12) Directors will expire at the close of this general meeting ofshareholders. Accordingly, the Company proposes the election of fourteen (14) Directors including
two (2) Outside Directors, an increase of two (2) directors aimed at further enhancing supervision
over Directors and the management structure.
The candidates for Director are as follows:No.

Name(Date of birth)

Career summary, positions, responsibility at the Company, andsignificant positions currently held at other corporations

Michio Inoue(June 11, 1953)

April 1977
August 1994
August 1998
June 1999
June 2001
April 2002
June 2002

1
June 2006

June 2007

April 2008

June 2010
April 2013

Number ofshares oftheCompany
heldJoined the Company
First Engineering Sales Division,Engineering Department, Seat Technology
General ManagerDirector, First Engineering Sales Division
Deputy Executive General Manager
Director, Manufacturing Division Deputy
Executive General Manager
Director, Manufacturing Division Executive
General Manager
Director, Development and Engineering
Division Executive General Manager
Managing Director, Development andEngineering Division Executive GeneralManager
14,099 shares
Senior Managing Director, Developmentand Engineering Division Executive GeneralManager
Senior Managing Director (RepresentativeDirector), Development and Engineering
Division Executive General Manager
Senior Managing Director (RepresentativeDirector) of the Company,Chairman and Director of TS TECHNORTH AMERICA, INC. (currently TS
TECH AMERICAS, INC.)
Executive Vice President (RepresentativeDirector)
President (Representative Director)(incumbent)

No.

Name(Date of birth)

Career summary, positions, responsibility at the Company, andsignificant positions currently held at other corporations

Yoshiaki Yui(April 5, 1956)

April 1980
April 2006
June 2006
June 2011
April 20132

June 2015
December
2015
April 2016

Masanari Yasuda(January 9, 1959)

April 1982
April 2008

April 20103
June 2010
June 2014

April 2016

Joined the Company
Corporate Purchasing Division Executive
General Manager
Director, Corporate Purchasing Division
Executive General Manager
Managing Director, Corporate Purchasing
Division Executive General Manager
Managing Director of the Company,
Asia and Europe Executive General
Manager of the Company,
Chairman and Director of TS TECH UK
LTD,Chairman and Director of TS TECH ASIAN
CO., LTD. (incumbent)
Senior Managing Director
Chairman and Director of TS TECHBANGLADESH LIMITED (incumbent)
Senior Managing Director, Sales Division
General Executive Manager (incumbent),
Risk Management Officer (incumbent)
Joined the Company
Operating Officer, Development andEngineering Division Deputy Executive
General Manager
Operating Officer, Development andEngineering Division Executive General
Manager
Director, Development and Engineering
Division Executive General Manager
Managing Director, Development andEngineering Division Executive General
ManagerManaging Director (incumbent)

Number ofshares oftheCompany
held

10,441 shares

26,969 shares

No.

Name
(Date of birth)

Career summary, positions, responsibility at the Company, andsignificant positions currently held at other corporations

Minoru Maeda(June 5, 1956)

April 1979
April 2009
June 2009
April 2013

4
June 2014
April 2016

Yoshitaka
Nakajima(October 16, 1959)

April 1982
April 2008
April 2010

April 2012

June 2012
5April 2015

June 2015

April 2016

Number ofshares oftheCompany
heldJoined the Company
Corporate Quality Assurance Division
Executive General Manager
Director, Corporate Quality Assurance
Division Executive General Manager
Director, Manufacturing Division General
Executive Manager
15,981 shares
Managing Director, Manufacturing Division
General Executive Manager
Managing Director (incumbent),
Americas Executive General Manager(incumbent),
Chairman and President of TS TECHAMERICAS, INC. (incumbent)
Joined the Company
President of GUANGZHOU TSK AUTOPARTS CO., LTD.
Operating Officer, Corporate Administration
Division Deputy Executive GeneralManager
Operating Officer, Corporate Administration
Division Executive General Manager,
Officer in Charge of Public Relations(incumbent)
Director, Corporate Administration Division
Executive General Manager,
Compliance Officer (incumbent)
Director, Corporate Administration Division
Executive General Manager, Corporate
Business Administration Division ExecutiveGeneral Manager
Managing Director, Corporate
Administration Division Executive General
Manager, Corporate Business
Administration Division Executive General
ManagerManaging Director, Corporate
Administration Division Executive General
Manager (incumbent)

6,388 shares

No.

Name(Date of birth)
Hitoshi Yoshida(August 23, 1957)

Career summary, positions, responsibility at the Company, andsignificant positions currently held at other corporations
April 1981
January 2004
April 2010
April 2014

6

June 2014
April 2016

Koichi Mase
(October 24, 1956)

April 1979
April 2002
April 2010
April 2014

*7April 2015

Akihiko Hayashi(November 6, 1959)

April 1978
April 2008
April 2010

*8April 2015
April 2016
Yutaka Arai(April 10, 1959)

April 1982
April 2010
April 2014

9June 2014

April 2016

Number ofshares oftheCompany
held

Joined the Company
Development and Engineering Division,
Design Department General Manager
Operating Officer, Manufacturing Division
Deputy Executive General Manager
Operating Officer, Corporate Purchasing
2,971 shares
Division Executive General Manager
Director, Corporate Purchasing Division
Executive General Manager
Director (incumbent),
Asia and Europe Executive General
Manager (incumbent)
Joined the Company
Corporate Purchasing Division, Cost
Planning Section General Manager
Operating Officer, Sales Division Deputy
Executive General Manager
Vice-chairman and President of TS TECH
15,466 shares(HONG KONG) CO., LTD.
Managing Officer of the Company(incumbent),
China Executive General Manager(incumbent),
Chairman and President of TS TECH
(HONG KONG) CO., LTD. (incumbent)
Joined the Company
Manufacturing Division, Saitama Plant
Manager
Operating Officer, Manufacturing Division
Deputy Executive General Manager
5,909 shares
Managing Officer, Manufacturing Division
Deputy Executive General Manager
Managing Officer, Manufacturing Division
Executive General Manager (incumbent)
Joined the Company
Development and Engineering Division,
Design Department General Manager
Development and Engineering Division,
Deputy Executive General Manager
1,729 shares
Director, Development and Engineering
Division Deputy Executive General
Manager
Director, Development and Engineering
Division Executive General Manager(incumbent)

No.

Name(Date of birth)

Career summary, positions, responsibility at the Company, andsignificant positions currently held at other corporations

Kenichi
Hasegawa(April 10, 1959)

April 1982
June 2000
April 2012*10

Atsushi Igaki(January 21, 1963)

April 2014

Operating Officer (incumbent)

April 2016

Officer in Charge of New Business
Development of the Company (incumbent),
Chairman and Director of TS TECHDEUTSCHLAND GmbH (incumbent)

April 1986

Joined Honda Motor Co., Ltd.

April 2010

Sales Division, Regional Operation
Planning Office (Japan) of Honda MotorCo., Ltd.
General Manager of Sales Division,
Regional Operation Planning Office (Japan)of Honda Motor Co., Ltd.
General Manager of Regional Operation
Planning Office (Japan) of Honda MotorCo., Ltd.
Joined the Company,
Corporate Business Administration Division
Executive General Manager of the Company(incumbent)
Joined the Company
Corporate Purchasing Division, Purchasing
Department 2 General Manager
Operating Officer, Corporate Purchasing
Division Deputy Executive General
Manager
Operating Officer, Corporate Purchasing
Division Executive General Manager(incumbent)
Joined Saitama Bank, Ltd. (currentlySaitama Resona Bank, Limited)
Director and Senior Managing Officer of
Saitama Resona Bank, Limited
Advisor of Resona Business Service Co.,Ltd.
Director and Deputy President of Resona
Business Service Co., Ltd. (incumbent)
Director of the Company (incumbent)

April 2013*11
April 2014

April 2016

Yoshikazu Ariga(May 14, 1965)

April 1990
April 2014
April 2015*12

April 2016

Shizuo Kitamura(October 4, 1955)

April 1979
June 201113

Joined the Company
Engineering Sales Division, Motorcycle
Engineering Department General Manager
Director and President of TS TECH DO
BRASIL LTDA.

April 2013
June 2013
June 2015

Number ofshares oftheCompany
held1,858 shares―1,888 shares―

No.

Name
(Date of birth)
Teruyasu
Mutaguchi(October 31, 1950)

Career summary, positions, responsibility at the Company, andsignificant positions currently held at other corporations
April 1973
April 2002
July 2004

April 2008

*14(Notes)
1.
2.
3.
4.

5.

6.

7.
8.

Number ofshares oftheCompany
held

Joined Fuji Electric Co., Ltd.
Head of Equipment Manufacturing at Fuji
Electric Co., Ltd.
Director of the Tokyo Plant, Fuji Electric
Systems Co., Ltd. (currently Fuji ElectricCo., Ltd.)
Director and CTO of Fuji Electric RetailSystems Co., Ltd. (currently Fuji ElectricCo., Ltd.)

April 2011

Head of Saitama Industrial Technology
CenterApril 2015

Innovation Coordinator at the Kanto
Regional Collaboration Office, Regional
Collaboration Promotion Division, Researchand Innovation Promotion Headquarters,
National Institute of Advanced Industrial
Science and Technology (AIST),
Industry-Academia-Government
Collaboration Senior Coordinator at theComprehensive Open Innovation Center,
Saitama University (incumbent)

300 shares

No material conflict of interest exists between the above candidates and the Company.
Numbers marked with an asterisk (*) indicate new director candidates.
Mr. Shizuo Kitamura and Mr. Teruyasu Mutaguchi are candidates for Outside Director as prescribed inArticle 2, Paragraph 3, and Item 7 of the Ordinance for Enforcement of the Companies Act.
The Company has designated Mr. Shizuo Kitamura as an Outside Officer as stipulated by the Tokyo
Stock Exchange and notified the Exchange as such. Similarly, if Mr. Teruyasu Mutaguchi assumes theoffice of Director, the Company will designate Mr. Mutaguchi as an Outside Officer as stipulated by theTokyo Stock Exchange and notify the Exchange as such.
We have nominated Mr. Shizuo Kitamura as a candidate for Outside Director because we expect him toprovide beneficial opinions and comments as an Outside Officer to the management of the Company
based on his abundant experience as a corporate manager.
We have nominated Mr. Teruyasu Mutaguchi as a candidate for Outside Director because we expect him
to provide beneficial opinions and comments as an Outside Officer to the management of the Company
based on his abundant experience as a corporate manager of a manufacturing company.
The period of service of Mr. Shizuo Kitamura as an Outside Director of the Company will be one (1) year
at the close of this annual general meeting of shareholders.
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has enteredinto an agreement with Mr. Shizuo Kitamura to limit his liability for damages, as prescribed in Article
423, Paragraph 1 of the same Act. The amount of liability under the agreement is limited to the minimum
liability amount as provided for in Article 425, Paragraph 1 of the same Act. If Mr. Kitamura is re-elected,
the Company will continue the above agreement to limit his liability. In addition, if Mr. Teruyasu
Mutaguchi assumes the office of Director, the Company will enter into the same agreement with him.

Proposal 3: Election of Two (2) Auditors
The term of office for Auditors Akira Nemoto and Takeshi Hanamura will expire at the close ofthis general meeting of shareholders. Accordingly, the Company proposes the election of two (2)Auditors.
With respect to the submission of this proposal, the consent of the Board of Auditors has beenobtained.
The candidates for Auditor are as follows:No.

Name(Date of birth)
Senzo Yamazaki(December 23, 1956)*1

Akira Kawashita(November 10, 1952)

Career summary, positions, at the Company, and significant
positions currently held at other corporations
April 1979
April 2013
April 2014
April 2016
April 1976
July 2002

June 2003*2May 2009
October 2009
January 2013
January 2015

(Notes)
1.
2.
3.

4.

5.

Joined the Company
Business Audit Office
General Manager of Business Audit OfficeBusiness Audit Office (incumbent)
Joined Mitsui Bank (currently Sumitomo
Mitsui Banking Corporation)
Credit Administration Department SeniorCredit Officer of Sumitomo Mitsui BankingCorporation
Credit Risk Management Division Credit
Analyst of Mitsui & Co Ltd.
Head of General Affairs Division ofSenshukai Co., Ltd.
Executive Officer, Head of General Affairs
Division of Senshukai Co., Ltd.
President and Representative Director ofSenshu Logisco CO., Ltd.
Part-Time Adviser of Senshu Logisco CO.,Ltd. (incumbent)

Number ofshares oftheCompany
held1,889 shares―No material conflict of interest exists between the above candidates and the Company.
Persons marked with an asterisk (*) are new auditor candidates.
Mr. Akira Kawashita is a candidate for Outside Auditor as prescribed in Article 2, Paragraph 3, and Item
8 of the Ordinance for Enforcement of the Companies Act. If Mr. Kawashita assumes the office ofAuditor, the Company will designate him as an Outside Officer as stipulated by the Tokyo Stock
Exchange and notify the Exchange as such.
We have nominated Mr. Akira Kawashita as a candidate for Outside Auditor so that we can leverage his
many years of experience serving at a financial institution and wide-ranging knowledge and deep insights
as a corporate manager at other companies in the auditing practices of the Company.
If Mr. Akira Kawashita assumes office as an Auditor, pursuant to the provisions of the Articles ofIncorporation of the Company, the Company will enter into an agreement with him to limit his liability
for damages as stipulated by Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427,
Paragraph 1 of the same Act. The amount of liability pursuant to the agreement is limited to the minimum
liability amount stipulated by Article 425, Paragraph 1 of the same Act

Proposal 4: Election of One (1) Substitute Auditor
In order to ensure continuity in audit operations in the event that the number of Auditors falls
below the number required by laws and regulations, it is proposed to elect Mr. Kazunori Wasemoto
as a Substitute Outside Auditor.
In addition, the appointment may be rescinded based upon a resolution by the Board of Directors,
provided that it occurs only prior to assumption office and with the consent of the Board of Auditors.
The Board of Auditors has given its advance consent to the submission of this proposal.
The candidate for Substitute Auditor is as follows:
Name(Date of birth)Kazunori Wasemoto

Career summary and significant concurrent positions
April 1996

Registered as an Attorney
Joined Iida & Kuriu Patent and Law Office(currently Haru Law Office)October 2000

Partner of Iida & Kuriu Patent and Law
OfficeAugust 2010

Hayasaka & Wasemoto Law Office (topresent)

June 2014

Outside Director, Yamada Corporation (topresent)(July 6, 1962)(Notes)
1.
2.
3.

4.

Number ofshares of theCompany held―

No material conflict of interest exists between Mr. Kazunori Wasemoto, the candidate, and the Company.
Mr. Kazunori Wasemoto is a candidate for Substitute Outside Auditor and meets the requirements for an
Independent Auditor stipulated by Tokyo Stock Exchange, Inc.
Mr. Kazunori Wasemoto possesses professional views as an attorney and a range of knowledge andexperience, and accordingly the Company proposes his election as a Substitute Outside Auditor.
Although he has not been engaged in corporate management other than serving as an Outside Director oran Outside Auditor, based upon the reasons listed above, the Company believes that he is capable ofsuccessfully fulfilling his responsibility as an Outside Auditor if he assumes office as an Outside Auditor.
If Mr. Kazunori Wasemoto assumes office as an Auditor, pursuant to the provisions of the Articles ofIncorporation of the Company, the Company will enter into an agreement with him to limit his liability
for damages as stipulated by Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427,
Paragraph 1 of the same Act. The amount of liability pursuant to the agreement is limited to the minimum
liability amount stipulated by Article 425, Paragraph 1 of the same Act.