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 4, 2024
(Start Date of Electronic Provision Measures: May 24, 2024)
To Shareholders with Voting Rights:
Masanari Yasuda
Representative Director, President
TS TECH CO., LTD.
3-7-27, Sakae-cho, Asaka-shi, Saitama, JapanNOTICE OF THE 78th 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 78th Annual General Meeting of Shareholders of TS TECH
CO., LTD. (the “Company”) will be held as described below.
As the Company is taking electronic provision measures in convening this General Meeting ofShareholders, matters subject to electronic provision measures are posted as the Notice of the 78thAnnual General Meeting of Shareholders on the following Internet website.
・The Company’s website (https://www.tstech.co.jp/english/ir/library/generalmeeting/)
In addition to the above, the matters are also posted on the following Internet websites.
・The Tokyo Stock Exchange’s website(https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)
Please view the materials by accessing the Tokyo Stock Exchange’s website, entering theCompany’s name or Stock Exchange Code in the search field, and selecting “Basic information”
followed by “Documents for public inspection/PR information” in that order.
・The Portal of Shareholders’ Meeting (https://www.soukai-portal.net)
Please review the Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by mail or electromagnetic methods (via the Internet, etc.) no later than 17:30 on
Thursday, June 20, 2024.
1.

Date and time Friday, June 21, 2024 at 10:00 a.m., Japan time
(Reception is scheduled to start from 9:00 a.m.)
2. Place
Ballroom Fuji on the 3rd floor of Hotel Metropolitan
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 78th Fiscal
Year (April 1, 2023 - March 31, 2024) and results of audits by the Accounting Auditor andthe Audit & Supervisory Committee of the Consolidated Financial Statements
2. Non-Consolidated Financial Statements for the Company’s 78th Fiscal Year (April 1, 2023- March 31, 2024)
Proposals to be resolved:
Proposal: Election of Seven (7) Directors (Excluding Directors who are Audit & SupervisoryCommittee Members)〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

➢ There will be no souvenirs or refreshments.
➢ We will post a notice on our website in the event that there is a major change to the operation of this meeting.
➢ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
➢ In the event that the matters subject to electronic provision measures require revisions, a description of the revisions will be postedon the respective websites.
➢ If the Voting Rights Exercise Form shows neither an approving vote nor a disapproving vote for a Proposal, the vote will be treatedas an approving vote.
➢ The documents listed below are not included in the documents to be delivered to shareholders who have requested paper copies ofthe material, based on laws and regulations and Article 14 of the Articles of Incorporation, and accordingly, they form part of the－1－documents audited by the Audit & Supervisory Committee and the Accounting Auditor when preparing the Audit Reports.
・Business Report
1. Status of Our Group2. Matters Regarding the Company’s Shares
3. Matters Regarding the Company’s Share Acquisition Rights
4. Matters Regarding Directors (and other Officers)
5. Status of the Accounting Auditor
6. The Company’s Systems and Policies
・ Consolidated Financial Statements
Consolidated Statement of Changes in Equity
Notes to the Consolidated Financial Statements
・ Non-Consolidated Financial Statements
Non-Consolidated Balance Sheet
Non-Consolidated Statement of Income
Non-Consolidated Statement of Changes in Equity
Notes to the Non-Consolidated Financial Statements
・Accounting Auditor’s Audit Report on the Consolidated Financial Statements
・Accounting Auditor’s Audit Report on the Financial Statements
・Audit & Supervisory Committee’s Audit Report
Our Website (Japanese): https://www.tstech.co.jp

Our Website (English): https://www.tstech.co.jp/english－2－

Reference Documents for the General Meeting of Shareholders
Proposal: Election of Seven (7) Directors (Excluding Directors who are Audit & Supervisory
Committee Members)
The term of office for all nine (9) Directors (excluding Directors who are Audit & Supervisory
Committee Members; hereinafter the same applies in this proposal) will expire at the close of thisGeneral Meeting of Shareholders. Accordingly, for enabling the Board of Directors’ strategic andflexible decision-making, the Company proposes the election of seven (7) Directors, a decrease of two(2) Directors.
The candidates for Director are as follows:
Names and other information of DirectorsNo.

NamePositions

Meetings ofthe Boardof Directorsattended1

Masanari Yasuda[Reappointment]

Representative Director, President

100% (15/15)

2

Eiji Toba[Reappointment]

Representative Director, Senior ManagingOfficer

100% (15/15)

3

Akihiko Hayashi[Reappointment]

Director, Senior Managing Officer

100% (15/15)

4

Yasushi Suzaki[Reappointment]

Director, Managing Officer

100% (15/15)

5Hiroshi Naito[New appointment]

Operating Officer

6

Takeshi Ogita

7

Kaori Matsushita[Reappointment][Outside][Independent][Reappointment][Outside][Independent]―

Director

100% (15/15)

Director

100% (15/15)－3－No.

1Name(Date of birth)

Masanari Yasuda(January 9, 1959)[Reappointment]
Meetings of the Boardof Directors attended
100% (15/15)
Conflicts of interest
with the Company:
NoneCareer summary, positions, and responsibility at the Company
April 1982

Joined the Company

April 2007

Corporate Development and Engineering Division,
Design Department General Manager

April 2008

Operating Officer, Corporate Development andEngineering Division Deputy Executive GeneralManager

April 2010

Operating Officer, Corporate Development andEngineering Division Executive General Manager

June 2010

Director, Corporate Development and Engineering
Division Executive General Manager

June 2014

Managing Director, Corporate Development andEngineering Division Executive General Manager
Managing Director
Senior Managing Director (Representative Director)April 2016
June 2016

Number ofshares of theCompany
held83,733 shares
June 2018
Representative Director, President (incumbent)[Significant concurrent positions]―[Reasons for nomination as a candidate for Director]
Mr. Masanari Yasuda has extensive experience, primarily in overseas
segments and development domains, and has served as the Company’s
Representative Director, President since June 2018.
In fiscal 2023, he spearheaded the management of the entire Groupthrough his strong leadership and decisiveness, while overseeing
business execution as Officer mainly in Charge of Quality Assurance
and Development, as well as leading capital alliances and collaborations
aimed at improving corporate competitiveness.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－4－No.

Name(Date of birth)

Career summary, positions, and responsibility at the Company
April 1994

Joined the Company

April 2007

Stationed at TS TECH NORTH AMERICA, INC.
(currently TS TECH AMERICAS, INC.)

July 2013

Corporate Development and Engineering Division,
Model LPL Department Model LPL

April 2016

Operating Officer
Director and President of TS TECH DO BRASIL
LTDA.

April 2019

Operating Officer, Corporate Manufacturing
Division Deputy Executive General Manager
Operating Officer
Asia and Europe Executive General Manager
Director and President of TS TECH ASIAN CO.,LTD.
Director and Chairman of TS TECHBANGLADESH LIMITED
Director and Chairman of TS TECH UKLTDManaging Director

April 2020

June 2020

2April 2021
Eiji Toba(September 17, 1968)

Managing Director, Asia and Europe
Segment Executive General Manager

June 2021

Director, Managing Officer, Asia and Europe
Segment Executive General Manager[Reappointment]

April 2022

Meetings of the Boardof Directors attended
100% (15/15)
Conflicts of interest
with the Company:
None

Director, Managing Officer, CorporateDevelopment and Engineering Division
Executive General Manager
April 2024
Representative Director, Senior Managing
Officer, Corporate Development andEngineering Division Executive General
Manager (incumbent)
Compliance Officer (incumbent)[Significant concurrent positions]―[Reasons for nomination as a candidate for Director]
Mr. Eiji Toba has extensive overseas experience, and broad
experience primarily in development and manufacturing, which havegiven him a high level of expertise and insight into these domains.
In fiscal 2023, he led the entire development domain, including thedevelopment of next-generation technologies, and from April 2024,
he has spearheaded the management of the entire Group with Mr.
Yasuda as Representative Director and Compliance Officer of theCompany.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－5－

Number ofshares of theCompany
held17,037 shares

No.

3Name
(Date of birth)

Akihiko Hayashi(November 6, 1959)

Career summary, positions, and responsibility at the Company
April 1978

Joined the Company

April 2008

Corporate Manufacturing Division, Saitama Plant
ManagerApril 2010

Operating Officer, Corporate Manufacturing
Division Deputy Executive General Manager

April 2015

Managing Officer, Corporate Manufacturing
Division Deputy Executive General Manager

April 2016

Managing Officer, Corporate Manufacturing
Division Executive General Manager

June 2016

Managing Director, Corporate Manufacturing
Division Executive General Manager

April 2020

Managing Director
Americas Executive General Manager,
Director and President of TS TECHAMERICAS, INC. (incumbent)
Senior Managing Director

June 2020
April 2021

[Reappointment]
Meetings of the Boardof Directors attended
100% (15/15)
Conflicts of interest
with the Company:
None

Senior Managing Director, Americas
Segment Executive General Manager

June 2021

Director, Senior Managing Officer, Americas
Segment Executive General Manager(incumbent)[Significant concurrent positions]
Director and President of TS TECH AMERICAS, INC.
[Reasons for nomination as a candidate for Director]
Mr. Akihiko Hayashi has broad experience, primarily in overseas
segments and manufacturing, which has given him a high level ofexpertise and insight into these domains.
In fiscal 2023, he managed the entire business, such as new customer
acquisition and technological development, primarily in theAmericas.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－6－

Number ofshares of theCompany
held16,160 shares

No.

4Name(Date of birth)

Yasushi Suzaki(May 5, 1966)

Career summary, positions, and responsibility at the Company
April 1990

Joined the Company

April 2003

Stationed at TS TECH NORTH AMERICA, INC.
(currently TS TECH AMERICAS, INC.)

April 2012

Corporate Manufacturing Division, Manufacturing
Planning Department General Manager

April 2016

Corporate Manufacturing Division, Saitama Plant
Manager

April 2018

Operating Officer, Corporate Manufacturing
Division Deputy Executive General Manager

April 2020

Operating Officer, Corporate Manufacturing
Division Executive General Manager

June 2020

Director, Corporate Manufacturing Division
Executive General Manager

June 2021

Director, Operating Officer, Corporate
Manufacturing Division Executive General
ManagerDirector, Managing Officer, Corporate
Manufacturing Division Executive General
Manager (incumbent)
Risk Management Officer (incumbent)

April 2022

[Reappointment]
Meetings of the Boardof Directors attended
100% (15/15)
Conflicts of interest
with the Company:
None

April 2024

[Significant concurrent positions]―[Reasons for nomination as a candidate for Director]
Mr. Yasushi Suzaki has broad experience, primarily in overseas
segments and manufacturing, which has given him a high level ofexpertise and insight into these domains.
In fiscal 2023, he led the establishment of globally-competitive
production systems and functions, and from April 2024, he has
supervised risk management for the whole Group as Risk ManagementOfficer.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－7－

Number ofshares of theCompany
held14,639 shares

No.

Name(Date of birth)

Career summary, positions, and responsibility at the Company
April 1989

Joined Honda Motor Co., Ltd.

April 2015

General Manager of Regional Operation Planning
Office (South America) of Honda Motor Co., Ltd.
(Stationed at Honda South America Ltda.
(Sumare, Brazil))
General Manager of Accounting Division for
Business Management Operations of Honda
Motor Co., Ltd.
General Manager of Sustainability Planning
Division, Corporate Planning Supervisory
Unit of Honda Motor Co., Ltd.
General Manager of Four-wheeled andElectric Business Management Division,
Business Management Supervisory Unit,
Corporate Administration Operations ofHonda Motor Co., Ltd.
Operating Officer of the Company (incumbent)

April 2019

April 2021

April 2023
5

Hiroshi Naito(February 25, 1967)[New appointment]

April 2024

Meetings of the Boardof Directors attended―[Significant concurrent positions]―Conflicts of interest
with the Company:
None[Reasons for nomination as a candidate for Director]
Mr. Hiroshi Naito has an extensive business track record in Japan andoverseas at Honda Motor Co., Ltd., and broad experience andknowledge in operations, finance business administration and otherdomains.
We request his appointment as Director, in the expectation that he cancontribute to finance business administration and other domains towards
realizing our vision for 2030.

－8－

Number ofshares of theCompany
held0 shares

No.

6Name(Date of birth)Takeshi Ogita(March 20, 1951)[Reappointment]
Meetings of the Boardof Directors attended
100% (15/15)
Conflicts of interest
with the Company:
None

Career summary, positions, and responsibility at the Company
April 1980

Joined Sankyo Co., Ltd.

August 2001

General Manager of Research Promotion Departmentof Sankyo Co., Ltd.

October 2003

Vice President, Sankyo Pharma Development

July 2004

Corporate Officer, Head of New Drug Development
Division, Sankyo Co., Ltd.

April 2007

Executive Officer, Head of Pharmaceutical
Technology Division of Daiichi Sankyo Co., Ltd.

June 2009

Member of the Board, Senior Executive Officer ofDaiichi Sankyo Co., Ltd.

April 2014

Member of the Board, Senior Executive Officer,
Head of Vaccine Business Intelligence Division ofDaiichi Sankyo Co., Ltd.
Representative Director and President of Kitasato
Daiichi Sankyo Vaccine Co., Ltd.

April 2017

Guest Professor of Graduate School of Creative
Science and Engineering, Waseda University
June 2018
Outside Director of Japan Hades Co., Ltd.
(incumbent)
June 2020
Director of the Company (incumbent)[Significant concurrent positions]
Outside Director of Japan Hades Co., Ltd.
[Reasons for nomination as a candidate for Outside Director, andsummary of expected roles]
Mr. Takeshi Ogita was engaged in the management of a pharmaceuticals
company for many years. Based on his extensive experience and broad
insight as a corporate manager, he provides beneficial opinions andsuggestions on the management of the Company as an Outside Director.
We request his reappointment as Outside Director, in the expectationthat he can continue to contribute to ensuring the soundness ofmanagement, by reflecting his extensive experience and insight in themanagement of the Company.

－9－

Number ofshares of theCompany
held2,173 shares

No.

Name(Date of birth)

Career summary, positions, and responsibility at the Company
April 1982

Joined FUJITSU LIMITEDApril 2007

General Manager of Project Management Department,
Alliance Management Division, Global Strategy
Headquarters of FUJITSU LIMITED
General Manager of Project ManagementDepartment, Alliance Management Division, Global
Strategy Headquarters of FUJITSU LIMITED
Diversity Mentor of FUJITSU LIMITED
Senior Director, Global Marketing Headquartersof FUJITSU LIMITED

September 2013

April 2016
May 2019
June 2020

7

Kaori Matsushita(April 16, 1959)[Reappointment]
Meetings of the Boardof Directors attended
100% (15/15)
Conflicts of interest
with the Company:
None

Representative Director, President of K&L
Consulting LLC (incumbent)
Outside Director and Audit & Supervisory
Committee Member of Taisei Oncho Co., Ltd.
(incumbent)
Outside Director of Belc CO., LTD. (incumbent)
Director of the Company (incumbent)

May 2022
June 2022[Significant concurrent positions]Representative Director, President of K&L Consulting LLC
Outside Director and Audit & Supervisory Committee Member ofTaisei Oncho Co., Ltd.
Outside Director of Belc CO., LTD.

Number ofshares of theCompany
held

1,048 shares[Reasons for nomination as a candidate for Outside Director, andsummary of expected roles]
Ms. Kaori Matsushita has extensive experience and insight gained
through the planning and promotion of new business and corporate
alliance strategy at a comprehensive IT vendor, and diversity
management support at a consulting company.
We request her reappointment as Outside Director in the expectationthat she will continue to contribute to enhancing diversity and ensuring
the soundness of management of the Company.

(Notes)
1. Mr. Takeshi Ogita and Ms. Kaori Matsushita are candidates for Outside Director as prescribed inArticle 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
2. The Company has designated Mr. Takeshi Ogita and Ms. Kaori Matsushita as Independent Officers as
stipulated by Tokyo Stock Exchange, Inc. and notified the Exchange as such. If these candidates are
re-elected and assume office as Directors, the Company will continue to designate them as Independent
Officers as stipulated by Tokyo Stock Exchange, Inc. and notify the Exchange as such.
3. The period of service of Mr. Takeshi Ogita as an Outside Director of the Company will be four (4)years at the close of this Annual General Meeting of Shareholders.
4. The period of service of Ms. Kaori Matsushita as an Outside Director of the Company will be two (2)years at the close of this Annual General Meeting of Shareholders.
5. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has enteredinto an agreement with Mr. Takeshi Ogita and Ms. Kaori Matsushita to limit their 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. Takeshi Ogita and Ms. Kaori Matsushita are re-elected, the Company will continue the above
agreement with each of them.
6. The Company has entered into a directors and officers liability (D&O liability) insurance contract as
stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurance company to coverlegal damages and litigation expenses in the event that a claim for damages is made against the insuredparties. The candidates will be included among the insured parties under this insurance contract if they
are elected and assume office as Directors. The Company intends to renew this insurance contract withthe same contents at the time of the next renewal.
■ Opinions of the Audit & Supervisory Committee－ 10 －The Audit & Supervisory Committee deliberated on the selection of candidates for Director (excludingDirectors who are Audit & Supervisory Committee Members) in this proposal after confirming thedetails of deliberations by the Nomination and Compensation Committee and evaluating the status ofbusiness execution, career summary and expertise, etc. of each candidate.
As a result, we have determined that the procedures for selection are reasonable, and that the selection ofcandidates for Director (excluding Directors who are Audit & Supervisory Committee Members) isappropriate.

－ 11 －(Reference: Skill Matrix of Candidates for Director)
Experience and expertise
Name

Positions

Corporate management
Managementstrategy

Masanari Representative
Director,
Yasuda President
Eiji Toba
AkihikoHayashiYasushiSuzaki
HiroshiNaito

Representative
Director, Senior
Managing
Officer
Director, Senior
Managing
Officer
Director,
Managing
Officer
Director,
Operating
OfficerTakeshi
Director
Ogita
Kaori
Director
Matsushita
TatsuoSekineHajimeHayashiTomokoNakadaKenichiNaito

Director, Audit& Supervisory
Committee
MemberDirector
Audit &Supervisory
Committee
MemberDirector
Audit &Supervisory
Committee
MemberDirector
Audit &Supervisory
Committee
MemberKnowledge
about
Human
Legal affairs
international Finance and Technology Manufacturing
Sales andresources
Environmentand riskbusiness and accounting development and quality
procurement development
management
overseasand diversity
conditions

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■ Nomination and Compensation Committee■ Outside Directors■ Independent Directors

Note: The above “positions” shall be applied in the event that each candidate is elected at this General
Meeting of Shareholders.

－ 12 －○○