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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 7313)
June 3, 2015
To Shareholders with Voting Rights:
Michio InouePresident
TS TECH CO., LTD.
3-7-27, Sakae-cho, Asaka-shi, Saitama,Japan

NOTICE OFTHE 69TH 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 69th 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 of Shareholders, 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 Monday, June 22, 2015, Japan time.
1. Date and Time:

Tuesday, June 23, 2015 at 10:00 a.m., Japan time

2. Place:

Ballroom Fuji on the 3rd floor of Hotel Metropolitan
1-6-1, Nishi-Ikebukuro, Toshima-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
69th Fiscal Year (April 1, 2014 - March 31, 2015) and results of audits by theAccounting Auditor and the Board of Auditors of the Consolidated FinancialStatements
2. Non-consolidated Financial Statements for the Company’s 69th Fiscal Year(April 1, 2014 - March 31, 2015)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of One (1) Director
Proposal 3:
Election of One (1) Substitute Auditor
Proposal 4:
Revision to the Amount of Remuneration to Directors
Proposal 5:

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

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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 important management
priorities as it strives to improve its corporate value through business development from long-term andglobal perspectives.
With respect to the dividend, the basis is to take into consideration the trends in consolidated financialresults and the internal reserve to strengthen the consolidated business structure. In addition, the generalreserve is proposed as follows, taking into consideration factors such as internal reserve for stable andongoing 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: 30 yen (cash)
Total amount: 2,039,945,760 yen(2) Effective date of payment of dividend
June 24, 2015
2. Matters concerning appropriation of surplus(1) Item of increased surplus and the amount thereof
General reserve: 3,000,000,000 yen(2) Item of decreased surplus and the amount thereof
Retained earnings brought forward: 3,000,000,000 yen-3-Proposal 2:

Partial Amendments to the Articles of Incorporation(1) Reasons for the amendments(i) In view of future enhancement and strengthening of the management structure and having morethan one Outside Director, it is proposed that the maximum number of Directors be changed fromtwelve (12) to fifteen (15).
(ii) Following an appointment of an Outside Director, in order for the Outside Director to perform hisor her duties to the fullest, it is proposed to establish the provision of Article 26, Paragraph 2 toallow for the creation of an agreement to limit the liability of an Outside Director in advancewithin the scope stipulated by laws and regulations, pursuant to the provision concerning aliability limitation agreement in Article 427, Paragraph 1 of the Companies Act. Each Auditor has
given advance consent to the establishment of this provision.
(2) Description of the amendments
The details of the amendments to the Articles of Incorporation are as follows.
(Revised parts are underlined.)
Proposed Amendments

Current Articles of Incorporation
Chapter IV Directors and Board of Directors

Chapter IV Directors and Board of Directors(Number of Directors)
Article 17. The Company shall have not more than twelve(12) Directors.

(Number of Directors)
Article 17. The Company shall have not more than fifteen(15) Directors.

Article 18. to 25. (Omitted)

Article 18. to 25. (Unchanged)(Exemption of Liabilities of Directors)
Article 26. In accordance with the provisions of Article 426,
Paragraph 1 of the Companies Act, the Company may,by resolution of the Board of Directors, exempt
Directors (including former Directors) from liabilities
arising from their failure to perform their duties to theextent permitted by laws and ordinances.
(Newly inserted)(Exemption of Liabilities of Directors)
Article 26. In accordance with the provisions of Article 426,
Paragraph 1 of the Companies Act, the Company may,by resolution of the Board of Directors, exempt
Directors (including former Directors) from liabilities
arising from their failure to perform their duties to theextent permitted by laws and ordinances.
2 In accordance with the provisions of Article 427,
Paragraph 1 of the Companies Act, the Company may
enter into a liability limitation agreement with Outside
Directors which limits the maximum amount of their
liabilities arising from their failure to perform theirduties; provided, however, that the maximum amountof liabilities under such a contract shall be the amountprovided for by laws and ordinances.

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Proposal 3:

Election of One (1) Director

In order to strengthen the supervision of the Company’s management, the election of one new Outside
Director is proposed. The term of office for this newly appointed Director will expire at the same time as theterms of office of the incumbent Directors as stipulated in the Articles of Incorporation of the Company.
The candidate for Director is as follows:
Name(Date of birth)

Career summary, significant concurrent positions,position and responsibility at the Company
April 1979
June 2010

Shizuo Kitamura(October 4, 1955)

June 2011
April 2013
June 2013

Joined Saitama Bank, Limited (currently Saitama Resona Bank,Limited)
Senior Managing Executive Officer, Saitama Resona Bank,
LimitedDirector and Senior Managing Officer, Saitama Resona Bank,
LimitedAdvisor, Resona Business Service Co., Ltd.
Director and Deputy President, Resona Business Service Co.,
Ltd. (to present)

Number ofshares of theCompany held-(Notes)
1. No material conflict of interest exists between Mr. Shizuo Kitamura, the candidate, and the Company.
2. Mr. Shizuo Kitamura is a candidate for a new position as a Director.
3. Mr. Shizuo Kitamura is a candidate for an Outside Director as stipulated in Article 2, Paragraph 3, Item 7 of Ordinancefor Enforcement of the Companies Act. Further, if he assumes office as a Director, the Company intends to appoint
him as an Independent Director prescribed by Tokyo Stock Exchange, Inc. and submit a notification of theappointment to the same Exchange.
4. Mr. Shizuo Kitamura was selected as a candidate for an Outside Director based on the expectation that, as an Outside
Director, he will draw on his abundant experience as a business manager to provide valuable opinions and advice on
the management of the Company.
5. If Mr. Shizuo Kitamura assumes office as a Director, subject to approval and passage of Proposal 2 “PartialAmendments to the Articles of Incorporation,” the Company will enter into an agreement with him to limit his liabilityfor damages as stipulated by Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 ofthe same Act. The amount of liability pursuant to such agreement is limited to the minimum liability amount stipulated
by Article 425, Paragraph 1 of the same Act.

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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 thenumber required by laws and regulations, it is proposed to elect Mr. Kazunori Wasemoto as a SubstituteOutside Auditor.
In addition, the appointment may be rescinded based upon a resolution by the Board of Directors,
provided that it occur 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)

Career summary and significant concurrent positions
April 1996

Kazunori Wasemoto(July 6, 1962)

October 2000
August 2010
June 2014

Registered as an Attorney
Joined Iida & Kuriu Patent and Law Office (currently Haru LawOffice)Partner, Iida & Kuriu Patent and Law Office
Hayasaka & Wasemoto Law Office (to present)
Outside Director, YAMADA CORPORATION (to present)

Number ofshares of theCompany held-(Notes)
1. No material conflict of interest exists between Mr. Kazunori Wasemoto, the candidate, and the Company.
2. Mr. Kazunori Wasemoto is a candidate for Substitute Outside Auditor and meets the requirements for an Independent
Auditor stipulated by Tokyo Stock Exchange, Inc.
3. Mr. Kazunori Wasemoto possesses professional views as an attorney and a range of knowledge and experience, andaccordingly the Company proposes his election as a Substitute Outside Auditor. Although he has not been engaged incorporate management other than serving as an Outside Director or an Outside Auditor, based upon the reasons listed
above, the Company believes that he is capable of successfully fulfilling his responsibility as an Outside Auditor if heassumes office as an Outside Auditor.
4. If Mr. Kazunori Wasemoto assumes office as an Auditor, pursuant to provisions of the Articles of Incorporation of theCompany, 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 thesame Act.

Proposal 5:

Revision to the Amount of Remuneration to Directors

The amount of remuneration, etc. to Directors of the Company was approved as 620 million yen or lessper year at the 66th Annual General Meeting of Shareholders, held on June 22, 2012, and the amount hasremained unchanged until today. However, due to circumstances such as an increase in Directors’
responsibilities associated with changes in business environment, and in preparation for having more thanone Outside Director, it is proposed to revise the amount of remuneration to Directors including bonuses to
750 million yen or less per year (including 30 million yen or less per year for Outside Directors).
In addition, while the number of current Directors is eleven (11) (including zero (0) Outside Directors), if
Proposal 3 is approved and passed as originally proposed, the number of Directors will be twelve (12)(including one (1) Outside Director).

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