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, 2020
To Shareholders with Voting Rights:
Masanari Yasuda
President
TS TECH CO., LTD.
3-7-27, Sakae-cho, Asaka-shi, Saitama, JapanNOTICE OF THE 74th 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 74th Annual General Meeting of Shareholders of TS TECH
CO., LTD. (the “Company”) will be held as described below.
After careful consideration, the meeting will be held with appropriate measures in place toprevent the spread of the novel coronavirus (COVID-19).
However, from the viewpoint of preventing infection, we ask that all shareholders refrain fromcoming to the event venue regardless of their health condition, and exercise voting rights in advanceby mail or electromagnetic methods (via the Internet, etc.).
Please review the Reference Documents for the General Meeting of Shareholders below andexercise your voting rights by mail or electromagnetic methods (via the Internet, etc.) no later than
17:30 on Thursday, June 18, 2020.
Date and time Friday, June 19, 2020 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 74th Fiscal
Year (April 1, 2019 - March 31, 2020) 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 74th Fiscal Year (April 1, 2019
- March 31, 2020)
Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Revision of the Articles of Incorporation
Proposal 3: Election of Eleven (11) Directors
Proposal 4: Election of Two (2) Auditors
Proposal 5: Election of One (1) Substitute Auditor〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
1.

➢ There will be no souvenirs or refreshments at this meeting.
➢ The available number of seats will be far fewer than in previous years in order to allow for distance between chairs.
➢ We ask that all attendees wear face masks.
➢ We will have a temperature check station near the hall entrance, and anyone with a fever or anyone believed to be unwell
may not be permitted to enter.
➢ To shorten the duration of the meeting, we will omit detailed explanations of the matters to be reported of the agenda.
➢ Event staff will be wearing masks.
➢ 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 desk.
➢ In the event that the Reference Documents for the General Meeting of Shareholders, the Business Report, the NonConsolidated Financial Statements and the Consolidated Financial Statements require revisions, the revised versions will
be posted on the Company's website.

－ 1 －➢ When voting rights are exercised more than once via the Internet, etc., the last vote will be treated as the valid exercise of
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 the Internet shall be treatedas the validly exercised vote, irrespective of the time and date of arrival of such vote in writing.
➢ If there is no indication of approval or disapproval on each of the proposals (or an abstention from voting), it will betreated as the intent to approve.
Japanese: https://www.tstech.co.jp

English: https://www.tstech.co.jp/english－ 2 －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: 43 yen (cash)
Total amount: 2,923,895,338 yen(2) Effective date of payment of dividend
June 22, 2020

2.

Matters concerning appropriation of surplus(1) Item of increased surplus and the amount thereof
General reserve: 4,000,000,000 yen(2) Item of decreased surplus and the amount thereof
Retained earnings brought forward: 4,000,000,000 yen－ 3 －Proposal 2: Partial Revision of the Articles of Incorporation(1) Reason for Revision
To improve the objectivity and transparency of decision-making based on the Company’s
management system, the Company proposes to make the necessary revisions so that an Outside
Director may be able to act as the Chairperson of the Board of Directors.
(2) Content of Revisions
The details of revisions are as follows:(Portions to be revised are underlined.)
Current Articles of Incorporation

Proposed Revision

Chapter 4 Directors and the Board of Directors

Chapter 4 Directors and the Board of Directors

Articles 18 to 22 (Remain unchanged)

Articles 18 to 22 (Remain unchanged)(Chairperson)
Article 23 The Chairman or the President shall act
as the Chairperson of the Board of
Directors according to the rule decided
upon in advance at the Board of
Directors.
2.
In the event of an accident to both the
Chairman and the President, one of theother Directors shall act as the
Chairperson according to the orderdecided upon in advance at the Boardof Directors.

(Chairperson)
Article 23 An Outside Director, the Chairman, or
the President shall act as the
Chairperson of the Board of Directors
according to the rule decided upon inadvance at the Board of Directors.
2.
In the event of an accident to said
Director, one of the other Directors
shall act as the Chairperson according
to the order decided upon in advanceat the Board of Directors.

Articles 24 to 28 (Remain unchanged)

Articles 24 to 28 (Remain unchanged)－ 4 －Proposal 3: Election of Eleven (11) Directors
The term of office for all fourteen (14) Directors will expire at the close of this General Meetingof Shareholders. Accordingly, the Company proposes the election of eleven (11) Directors including
two (2) Outside Directors.
The candidates for Director are as follows:
Names and other information of Directors

No.

Name

Current position

Meetings ofthe Board of
Directors
attended1

Masanari Yasuda

Reappointment

President (Representative Director)

100% (13/13)

2

Yoshitaka Nakajima

Reappointment

Senior Managing Director

100% (13/13)

3

Kenichi Hasegawa

Reappointment

Managing Director

100% (13/13)

4

Akihiko Hayashi

Reappointment

Managing Director

100% (13/13)

5

Yutaka Arai

Reappointment

Managing Director

100% (13/13)

6

Atsushi Igaki

Reappointment

Director

100% (13/13)

7

Eiji Toba

New appointment

Operating Officer-

8

Takahiro Kobori

New appointment

Operating Officer-

9

Yasushi Suzaki

New appointment

Operating Officer-

10

Teruyasu Mutaguchi

11

Takeshi Ogita

Reappointment
OutsideIndependent
New appointment
OutsideIndependent

Director-－ 5 －100% (13/13)

-

No.

Name
(Date of birth)
Masanari Yasuda(January 9, 1959)

Career 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 General
Manager

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

April 2016

Managing Director,
Officer in Charge of Global Business,
Officer in Charge of Quality Control (incumbent)

June 2016

Senior Managing Director (Representative Director),
Officer in Charge of Global Business

June 2018

President (Representative Director) (incumbent)

Yoshitaka
Nakajima(October 16, 1959)

April 1982

Joined the Company

April 2004

Corporate Administration Division, Administration
Department General Manager[Reappointment]

April 2008

President of GUANGZHOU TSK AUTO PARTS
CO., LTD.

Meetings of the Boardof Directors attended:
100% (13/13)

April 2010

Operating Officer, Corporate Administration
Division Deputy Executive General Manager

April 2012

Operating Officer, Corporate Administration
Division Executive General Manager,
Officer in Charge of Public Relations (incumbent)

June 2012

Director, Corporate Administration Division
Executive General Manager,
Compliance Officer (incumbent)

April 2015

Director, Corporate Administration Division
Executive General Manager, Corporate Business
Administration Division Executive General Manager

June 2015

Managing Director, Corporate Administration
Division Executive General Manager, Corporate
Business Administration Division Executive General
Manager

April 2016

Managing Director, Corporate Administration
Division Executive General Manager

June 2018

Senior Managing Director, Corporate Administration
Division Executive General Manager (incumbent)

April 2020

Officer in Charge of Administration (incumbent)[Reappointment]
Meetings of the Boardof Directors attended:
100% (13/13)
1

2

－ 6 －

Number ofshares of theCompany
held

28,846 shares

9,059 shares

No.

Name
(Date of birth)
Kenichi Hasegawa(April 10, 1959)[Reappointment]
Meetings of the Boardof Directors attended:
100% (13/13)

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

Joined the Company

June 2000

Engineering Sales Division, Motorcycle Engineering
Department General Manager

April 2012

Director and President of TS TECH DO BRASIL
LTDA.

April 2014

Operating Officer

April 2016

Operating Officer,
Officer in Charge of New Business Development
Director and Chairman of TS TECHDEUTSCHLAND GmbH

June 2016

Director,
Officer in Charge of New Business Development
Director and Chairman of TS TECHDEUTSCHLAND GmbH

June 2017Managing Director,
Officer in Charge of New Business Development
Director and Chairman of TS TECHDEUTSCHLAND GmbH

April 2020

Managing Director, Corporate Sales and Purchasing
Division Executive General Manager (incumbent)

April 1978

Joined the Company

April 2008

Corporate Manufacturing Division, Saitama Plant
Manager

April 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 (incumbent),
Americas Executive General Manager (incumbent),
Director and President of TS TECH AMERICAS,
INC. (incumbent)

April 1982

Joined the Company

April 2014

Corporate Development and Engineering Division
Deputy Executive General Manager

June 2014

Director, Corporate Development and Engineering
Division Deputy Executive General Manager

April 2016

Director, Corporate Development and Engineering
Division Executive General Manager

3

Akihiko Hayashi(November 6, 1959)[Reappointment]
Meetings of the Boardof Directors attended:
100% (13/13)
4

Yutaka Arai
(April 10, 1959)[Reappointment]

5

Meetings of the Boardof Directors attended:
100% (13/13)

June 2018

Managing Director, Corporate Development andEngineering Division Executive General Manager

April 2020

Managing Director (incumbent)
China Executive General Manager (incumbent),
Chairman and President of TS TECH (HONG
KONG) CO., LTD. (incumbent)－ 7 －Number ofshares of theCompany
held4,334 shares

6,810 shares

4,472 shares

No.

Name
(Date of birth)
Atsushi Igaki(January 21, 1963)[Reappointment]

6
Meetings of the Boardof Directors attended:
100% (13/13)
Eiji Toba(September 17, 1968)[New appointment]
Meetings of the Boardof Directors attended:—
7

Takahiro Kobori(June 10, 1970)[New appointment]

8

Meetings of the Boardof Directors attended:—

Career summary, positions, and responsibility at the Company
April 1986

Joined Honda Motor Co., Ltd.

April 2014

General Manager of Regional Operation Planning
Office (Japan) of Honda Motor Co., Ltd.

April 2016

Joined the Company,
Corporate Business Administration Division
Executive General Manager

June 2016

Director, Corporate Business Administration
Division Executive General Manager (incumbent)

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

April 2020

Operating Officer (incumbent),
Asia and Europe Executive General Manager(incumbent),
Director and President of TS TECH ASIAN CO.,LTD. (incumbent)
Director and Chairman of TS TECHBANGLADESH LIMITED (incumbent)
Director and Chairman of TS TECH UK LTD(incumbent)

April 1994

Joined the Company

April 2002

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

April 2014

Corporate Development and Engineering Division,
Design Department General Manager

April 2016

Corporate Development and Engineering Division
Deputy Executive General Manager

April 2017

Operating Officer, Corporate Development andEngineering Division Deputy Executive General
Manager

April 2020

Operating Officer, Corporate Development andEngineering Division Executive General Manager(incumbent)－ 8 －Number ofshares of theCompanyheld2,110 shares

1,502 shares

1,381 shares

Name(Date of birth)

No.

Yasushi Suzaki(May 5, 1966)[New appointment]
Meetings of the Boardof Directors attended:—

9

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 (incumbent)
Joined Fuji Electric Co., Ltd.

Teruyasu
Mutaguchi(October 31, 1950)

April 1973
April 2008

Director and CTO of Fuji Electric Retail Systems
Co., Ltd. (currently Fuji Electric Co., Ltd.)[Reappointment][Outside Director][Independent Officer]

April 2011

Head of Saitama Industrial Technology Center

April 2015

Innovation Coordinator at the Kanto Regional
Collaboration Office, Regional Collaboration
Promotion Division, Research and Innovation
Promotion Headquarters, National Institute ofAdvanced Industrial Science and Technology(AIST),
Industry-Academia-Government Collaboration
Senior Coordinator at the Comprehensive Open
Innovation Center, Saitama University

10
Meetings of the Boardof Directors attended:
100% (13/13)

Takeshi Ogita(March 20, 1951)[New appointment][Outside Director][Independent Officer]
Meetings of the Boardof Directors attended:—

June 2016
April 1980

Director (incumbent)
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 of
Daiichi Sankyo Co., Ltd.
President of Kitasato Daiichi Sankyo Vaccine Co.,Ltd.

April 2017

Guest Professor of Graduate School of Creative
Science and Engineering, Waseda University(incumbent)

June 2018

Outside Director of Japan Hades Co., Ltd.
(incumbent)

11(Notes)1.
2.

3.

Number ofshares of theCompanyheld

377 shares

300 shares

0 shares

No material conflict of interest exists between the above candidates and the Company.
Mr. Teruyasu Mutaguchi and Mr. Takeshi Ogita are candidates for Outside Director asprescribed in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies
Act.
The Company has designated Mr. Teruyasu Mutaguchi as an Independent Outside Officer as
stipulated by Tokyo Stock Exchange,Inc. and notified the Exchange as such. If Mr. Takeshi Ogita
assumes office as a Director, the Company will designate him as an Independent Outside Officer

－ 9 －

4.

5.

6.
7.

8.

as stipulated by Tokyo Stock Exchange,Inc. and notify the Exchange as such.
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 Director to the
management of the Company based on his abundant experience as a corporate manager of amanufacturing company.
We have nominated Mr. Takeshi Ogita as a candidate for Outside Director because we expect
him to provide beneficial opinions and comments as an Outside Director to the management of
the Company based on his abundant experience as a corporate manager of a pharmaceuticalcompany.
The period of service of Mr. Teruyasu Mutaguchi as an Outside Director of the Company will
be four (4) years 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 hasentered into an agreement with Mr. Teruyasu Mutaguchi to limit his liability for damages, asprescribed in Article 423, Paragraph 1 of the same Act. The amount of liability under theagreement is limited to the minimum liability amount as provided for in Article 425, Paragraph
1 of the same Act. If Mr. Teruyasu Mutaguchi is re-elected, the Company will continue the above
agreement to limit his liability.
If Mr. Takeshi Ogita assumes office as a Director, pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, the Company will enter into an agreement with him to limit
his liability for damages, as prescribed in Article 423, Paragraph 1 of the same Act. The amountof liability under the agreement is limited to the minimum liability amount as provided for in
Article 425, Paragraph 1 of the same Act.

－ 10 －

Proposal 4: Election of Two (2) Auditors
The term of office for Auditors Senzo Yamazaki and Akira Kawashita 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:

Name(Date of birth)No.

Tatsuo Sekine(May 17, 1958)[New appointment]
1

Hajime Hayashi(April 19, 1958)
2[New appointment][Outside Auditor][Independent Officer](Notes)
1.
2.

3.

4.

Career summary and positions at the Company
April 1982

Joined the Company

April 2004

Corporate Business Administration Division,
Accounting Department General Manager

April 2010

Operating Officer, Corporate Business Supervision
Division Deputy Executive General Manager

April 2011

Operating Officer, Corporate Business
Administration Division Deputy Executive General
Manager

April 2017Managing Officer, Corporate Managerial Planning
Office General Manager

April 2020

Managing Officer (incumbent)

April 1983

Joined Mie Labor Management Center

April 1986

Registered as an Attorney
Joined Owaki & Sumi Law Office

April 1989

Founded Meiwa Law Office

May 1996

Founded Sazanka Law Office (incumbent)

Number ofshares of theCompany
held3,862 shares

0 shares

No material conflict of interest exists between the above candidates and the Company.
Mr. Hajime Hayashi is a candidate for Outside Auditor as prescribed in Article 2, Paragraph 3,
Item 8 of the Ordinance for Enforcement of the Companies Act. If Mr. Hayashi assumes office
as an Auditor, the Company will designate him as an Independent Outside Officer as stipulatedby Tokyo Stock Exchange,Inc. and notify the Exchange as such.
We have nominated Mr. Hajime Hayashi as a candidate for Outside Auditor because Mr. Hayashi
possesses a wide range of views and knowledge acquired through experience as an attorney.
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, based upon the reasons listed above.
If Mr. Hajime Hayashi assumes office as an Auditor, pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, the Company will enter into an agreement with him to limit
his liability for damages, as prescribed in Article 423, Paragraph 1 of the same Act. The amountof liability under the agreement is limited to the minimum liability amount as provided for in
Article 425, Paragraph 1 of the same Act.

－ 11 －

Proposal 5: 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
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 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

Joined Yamada Ozaki Law Office (incumbent)

May 1998

Outside Auditor, Taiyo Chemical Industry Co., Ltd.
(incumbent)

June 2004

Outside Director, Sato Corporation (currently Sato
Holdings Corporation)

March 2006

Outside Director, Lion Corporation

June 2007

Outside Auditor, Mikuni Corporation

June 2007

Outside Auditor, Ishii Food Co., Ltd.

March 2009

Outside Director, Hulic Co., Ltd. (incumbent)

April 2010

Managing Director, Japan Federation of Bar Associations

March 2011

Outside Auditor, Seibu Lions, Inc.

April 2014

Vice President, Japan Federation of Bar Associations

April 2014

President, Daini Tokyo Bar Association

June 2015

Chairman, Akiko Tachibana Memorial Foundation(incumbent)

June 2015

Outside Director, Sato Holdings Corporation (incumbent)

June 2016

Outside Director, Mikuni Corporation (incumbent)

Number ofshares of theCompany
held―(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, the Company will enter into an agreementwith him to limit his liability for damages as stipulated by Article 423, Paragraph 1 of theCompanies 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.

－ 12 －