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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

(Stock Exchange Code 7313)
June 3, 2019
To Shareholders with Voting Rights:
Masanari Yasuda
President
TS TECH CO., LTD.
3-7-27, Sakae-cho, Asaka-shi, Saitama, JapanNOTICE OF THE 73rd ANNUAL GENERAL MEETING OF SHAREHOLDERSDear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 73rd Annual General Meeting of Shareholders of TS TECHCO., LTD. (the "Company"). The meeting will be held as described below.
If you will not be able to attend the meeting on the scheduled date, you may exercise your voting
rights by mail or electromagnetic methods (via the Internet, etc.). In which case, please review thereference materials enclosed for the Annual General Meeting of Shareholders and exercise the voting rights
no later than 17:30 on Thursday, June 20, 2019.

Date and time Friday, June 21, 2019 at 10:00 a.m., Japan time
(Reception is scheduled to start from 9:00 a.m.)Ballroom Fuji on the 3rd floor of Hotel Metropolitan
2. Place
1-6-1, Nishi-Ikebukuro, Toshima-ku, Tokyo, Japan
3. Agenda of the Meeting
Matters to be reported:
1. The Business Report, Consolidated Financial Statements for the Company's 73rd Fiscal
Year (April 1, 2018 - March 31, 2019) and results of audits by the Accounting Auditor andthe Board of Auditors of the Consolidated Financial Statements.
2. Non-Consolidated Financial Statements for the Company's 73rd Fiscal Year (April 1, 2018- March 31, 2019)
Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of One (1) Substitute Auditor〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
1.

➢➢➢➢

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
In the event that the Reference Documents for the Annual General Meeting of Shareholders, the Business Report,
the Non-Consolidated Financial Statements and the Consolidated Financial Statements require revisions, therevised versions will be posted on the Company's website.
When voting rights are exercised more than once via the Internet, etc., the last vote will be treated the valid exerciseof the voting rights. The same shall apply when the voting form is reissued and resubmitted in writing. However,where votes are exercised duplicate both via the Internet, etc. and in writing, the voting rights exercised via theInternet shall be treated as the validly exercised vote, irrespective of the time and date of arrival of such vote inwriting.
If there is no indication of approval or disapproval on each of the proposals (or an abstention from voting), it willbe treated as the intent to approve.

Japanese: http://www.tstech.co.jp

English: http://www.tstech.co.jp/english－ 1 －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 development fromlong-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 amount thereof
Dividend per share of the Company's common stock: 42 yen (cash)
Total amount: 2,855,904,450 yen(2) Effective date of payment of dividend
June 24, 20192.

Matters concerning appropriation of surplus(1) Item of increased surplus and the amount thereof
General reserve: 4,500,000,000 yen(2) Item of decreased surplus and the amount thereof
Retained earnings brought forward: 4,500,000,000 yen－ 2 －Proposal 2: 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. Hideo Yamada as a SubstituteOutside Auditor.
In addition, the appointment may be rescinded based upon a resolution by the Board of Directors,
provided that it occurs only prior to his assumption of office and with the consent of the Board ofAuditors.
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)
Hideo Yamada(Jan 23, 1952)

Career summary and significant concurrent positions
April 1984

Registered as an Attorney

April 1992
May 1998

Joined Yamada Ozaki Law Office (to present)
Outside Auditor, TAIYO CHEMICAL INDUSTRYCO.,LTD. (to present)

June 2004

Outside Director, SATO CORPORATION (currentlySATO HOLDINGS CORPORATION)

March 2006
June 2007

Outside Director, Lion Corporation
Outside Auditor, MIKUNI CORPORATION

June 2007
March 2009

Outside Auditor, Ishii Food CO.,Ltd.
Outside Director, Hulic Co., Ltd. (to present)

April 2010
March 2011

Managing Director, Japan Federation of Bar Associations
Outside Auditor, Seibu Lions, Inc.,

April 2014
April 2014

Vice President, Japan Federation of Bar Associations
President, Daini Tokyo Bar Association

June 2015

Chairman, Akiko Tachibana Memorial Foundation(to present)
Outside Director, SATO HOLDINGS CORPORATION(to present)

June 2015
June 2016

Number ofshares of theCompany
held―Outside Director, MIKUNI CORPORATION (to present)(Notes)
1.
2.
3.

4.

No material conflict of interest exists between Mr. Hideo Yamada, the candidate, and theCompany.
Mr. Hideo Yamada is a candidate for Substitute Outside Auditor and meets the requirements foran Independent Auditor stipulated by Tokyo Stock Exchange, Inc.
Mr. Hideo Yamada possesses a wide-range of views and knowledge acquired through experience
as an attorney, Outside Director, and an Outside Auditor, 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 or an Outside Auditor, the Company
believes that he is capable of successfully fulfilling his responsibility as an Outside Auditor if heassumes office as an Outside Auditor, based upon the reasons listed above.
If Mr. Hideo Yamada 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 hisliability for damages as stipulated by Article 423, Paragraph 1 of the Companies Act, pursuantto 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 sameAct.

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