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 1, 2018
To Shareholders with Voting Rights:
Michio Inoue
President
TS TECH CO., LTD.
3-7-27, Sakae-cho, Asaka-shi, Saitama, JapanNOTICE OF THE 72nd 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 72nd Annual General Meeting of Shareholders of TS
TECH CO., 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 21, 2018.

Date and time Friday, June 22, 2018 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 72nd Fiscal
Year (April 1, 2017 - March 31, 2018) 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 72nd Fiscal Year (April 1, 2017
- March 31, 2018)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Revision of the Articles of Incorporation
Proposal 3:
Election of Fourteen (14) Directors
Proposal 4:
Election of One (1) Auditor
Proposal 5:
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: 2,855,911,800 yen(2) Effective date of payment of dividend
June 25, 20182.

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－ 2 －Proposal 2: Partial Revision in Articles of Incorporation(1) Reason for Revision
To clarify the roles and responsibilities of corporate management and execution, the election of
the Chairman is scheduled. Under such circumstances, the Company proposed to make the necessary
revisions so that the Chairman may be able to act as the Chairperson of the General Meeting of
Shareholders and the Board of Directors.
(2) Content of Revisions
The details of revisions are as follows:（Portions to be revised are underlined.）
Proposed Revision

Current Articles of Incorporation
Chapter 3 General Meeting of Shareholders

Chapter 3 General Meeting of Shareholders

Articles 11 and 12 (Articles omitted)

Articles 11 and 12 (Remain unchanged)(Convener and Chairperson)
Article 13 The General Meeting of Shareholders
shall be convened by the President,
who shall act as Chairperson.
2.
In the event of an accident to the
President, one of the other Directors
shall convene the General Meeting of
Shareholders and act as Chairperson
according to the order decided upon inadvance at the Board of Directors.

(Convener)
Article 13 The General Meeting of Shareholders
shall be convened by the President.

(Newly added)(Chairperson)
Article 14 The Chairman or the President shall act
as the Chairperson of the General
Meeting of Shareholders according to
the rule decided upon in advance at theBoard 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.

Articles 14 to 16 (Articles omitted)

2.

In the event of an accident to the
President, one of the other Directors
shall convene the General Meeting of
Shareholders according to the orderdecided upon in advance at the Boardof Directors.

Articles 15 to 17 (Remain unchanged)－ 3 －Current Articles of Incorporation

Proposed Revision

Chapter 4 Directors and the Board of Directors

Chapter 4 Directors and the Board of Directors

Articles 17 to 20 (Articles omitted)

Articles 18 to 21 (Remain unchanged)(Convener and Chairperson of the Board of
Directors)
Article 21 Unless otherwise provided by law, theBoard of Directors shall be convenedby the President, who shall act as
Chairperson.
2.
In the event of an accident to the
President, one of the other Directors
shall convene the Board of Directors
and act as Chairperson according tothe order decided upon in advance at
the Board of Directors.

(Convener)
Article 22 Unless otherwise provided by law, theBoard of Directors shall be convenedby the President.
2.

In the event of an accident to the
President, one of the other Directors
shall convene the Board of Directors
according to the order decided upon inadvance at the Board of Directors.

(Newly added)(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.

(Articles hereinafter omitted)(Articles hereinafter carried down)－ 4 －Proposal 3: Election of Fourteen (14) Directors
The term of office for all fourteen (14) Directors will expire at the close of this General Meeting of
Shareholders. Accordingly, the Company proposes the election of fourteen (14) Directors including
two (2) Outside Directors.
The candidates for Director are as follows:

No.

Name
(Date of birth)
Michio Inoue(June 11, 1953)

1

Yoshiaki Yui(April 5, 1956)

Career summary, positions, responsibility at the Company, and significant
positions currently held at other corporations
April 1977

Joined the Company

August 1994

First Engineering Sales Division, Engineering
Department, Seat Technology General Manager

August 1998

Director, First Engineering Sales Division Deputy
Executive General Manager

June 1999

Director, Manufacturing Division Deputy Executive
General Manager

June 2001

Director, Manufacturing Division Executive General
Manager

April 2002

Director, Development and Engineering Division
Executive General Manager

June 2002

Managing Director, Development and Engineering
Division Executive General Manager

June 2006

Senior Managing Director, Development andEngineering Division Executive General Manager

June 2007

Senior Managing Director (Representative Director),
Development and Engineering Division Executive
General Manager

April 2008

Senior Managing Director (Representative Director)of the Company,
Chairman and Director of TS TECH NORTHAMERICA, INC. (currently TS TECH AMERICAS,
INC.)

June 2010

Executive Vice President (Representative Director)

April 2013
April 1980

President (Representative Director) (incumbent)
Joined the Company

April 2006

Corporate Purchasing Division Executive General
ManagerJune 2006

Director, Corporate Purchasing Division Executive
General Manager

June 2011

Managing Director, Corporate Purchasing Division
Executive General Manager

April 2013

Managing Director of the Company,
Asia and Europe Executive General Manager of theCompany,
Chairman and Director of TS TECH UK LTD,
Chairman and Director of TS TECH ASIAN CO.,LTD. (incumbent)

2June 2015

Senior Managing Director

April 2016

Senior Managing Director, Sales Division General
Executive Manager (incumbent),
Risk Management Officer (incumbent)
Officer in Charge of Administration (incumbent)－ 5 －Number ofshares of theCompany
held

14,612 shares

10,945 shares

No.

Name
(Date of birth)

Masanari Yasuda(January 9, 1959)

3

Minoru Maeda(June 5, 1956)

4

Yoshitaka
Nakajima(October 16, 1959)

5

Career summary, positions, responsibility at the Company, and significant
positions currently held at other corporations
June 2016

Senior Managing Director (Representative Director),
Sales Division Executive General Manager(incumbent)

April 1982

Joined the Company

April 2007

Development and Engineering Division, Design
Department General Manager

April 2008

Operating Officer, Development and Engineering
Division Deputy Executive General Manager

April 2010

Operating Officer, Development and Engineering
Division Executive General Manager

June 2010

Director, Development and Engineering Division
Executive General Manager

June 2014

Managing Director, Development and Engineering
Division Executive General Manager

April 2016

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

June 2016

Senior Managing Director (Representative Director)(incumbent)
Joined the Company

April 1979
April 2009

Corporate Quality Assurance Division Executive
General Manager

June 2009

Director, Corporate Quality Assurance Division
Executive General Manager

April 2013

Director, Manufacturing Division General Executive
ManagerJune 2014

Managing Director, Manufacturing Division General
Executive Manager

April 2016

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

June 2016

Senior Managing Director of the Company(incumbent)

April 1982

Joined the Company

April 2004

Corporate Administration Division, Administration
Department General Manager

April 2008

President of GUANGZHOU TSK AUTO PARTS
CO., LTD.

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－ 6 －Number ofshares of theCompany
held

27,942 shares

16,209 shares

7,627 shares

No.

Name
(Date of birth)

Hitoshi Yoshida(August 23, 1957)

6

Koichi Mase
(October 24, 1956)

7

Akihiko Hayashi(November 6, 1959)

8

9

Kenichi Hasegawa(April 10, 1959)

Career summary, positions, responsibility at the Company, and significant
positions currently held at other corporations
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 (incumbent)
Joined the Company

April 1981
January 2004

Development and Engineering Division, Design
Department General Manager

April 2010

Operating Officer, Manufacturing Division Deputy
Executive General Manager

April 2014

Operating Officer, Corporate Purchasing Division
Executive General Manager

June 2014

Director, Corporate Purchasing Division Executive
General Manager

April 2016

Director (incumbent),
Asia and Europe Executive General Manager(incumbent)
Chairman and Director of TS TECH ASIAN CO.,LTD. (incumbent)
Chairman and Director of TS TECH BANGLADESH
LIMITED (incumbent)

June 2016

Managing Director (incumbent)

April 2017

Chairman and Director of TS TECH UK LTD(incumbent)

April 1979

Joined the Company

April 2002

Corporate Purchasing Division, Cost Planning
Section General Manager

April 2010

Operating Officer, Sales Division Deputy Executive
General Manager

April 2014

Vice-chairman and President of TS TECH (HONG
KONG) CO., LTD.

April 2015

Managing Officer of the Company (incumbent),
China Executive General Manager (incumbent),
Chairman and President of TS TECH (HONG
KONG) CO., LTD. (incumbent)

June 2016

Managing Director (incumbent)

April 1978

Joined the Company

April 2008

Manufacturing Division, Saitama Plant Manager

April 2010

Operating Officer, Manufacturing Division Deputy
Executive General Manager

April 2015

Managing Officer, Manufacturing Division Deputy
Executive General Manager

April 2016

Managing Officer, Manufacturing Division Executive
General Manager (incumbent)

June 2016

Managing
Director,
Manufacturing
Executive General Manager (incumbent)

April 1982

Joined the Company

June 2000

Engineering Sales Division, Motorcycle Engineering
Department General Manager－ 7 －Number ofshares of theCompanyheld4,288 shares

16,214 shares

6,350 shares

Division

2,541 shares

No.

Name
(Date of birth)

Yutaka Arai
(April 10, 1959)
10

Atsushi Igaki(January 21, 1963)11

Yoshikazu Ariga(May 14, 1965)

12

Shizuo Kitamura(October 4, 1955)

13

Teruyasu
Mutaguchi(October 31, 1950)
14

Career summary, positions, responsibility at the Company, and significant
positions currently held at other corporations
April 2012

Director and President of TS TECH DO BRASIL
LTDA.

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)

June 2016

Director of the Company

June 2017Managing Director of the Company (incumbent)

April 1982

Joined the Company

April 2014

Development and Engineering Division, Deputy
Executive General Manager

June 2014

Director, Development and Engineering Division
Deputy Executive General Manager

April 2016

Director, Development and Engineering Division
Executive General Manager (incumbent)

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 of the Company(incumbent)

June 2016

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

April 1990

Joined the Company

April 2014

Corporate Purchasing Division, Purchasing
Department 2 General Manager

April 2015

Operating Officer, Corporate Purchasing Division
Deputy Executive General Manager

April 2016

Operating Officer, Corporate Purchasing Division
Executive General Manager (incumbent)

June 2016

Director, Corporate Purchasing Division Executive
General Manager (incumbent)

April 1979

Joined Saitama Bank, Ltd. (currently Saitama Resona
Bank, Limited)

June 2011

Director and Senior Managing Officer of Saitama
Resona Bank, Limited

April 2013

Advisor of Resona Business Service Co., Ltd.

June 2013

Director and Deputy President of Resona Business
Service Co., Ltd. (incumbent)

June 2015
April 1973

Director of the Company (incumbent)
Joined Fuji Electric Co., Ltd.

April 2008

Director and CTO of Fuji Electric Retail Systems
Co., Ltd. (currently Fuji Electric Co., Ltd.)

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 of－ 8 －Number ofshares of theCompanyheld

3,107 shares

1,042 shares

2,371 shares―

300 shares

Name(Date of birth)

No.

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

Number ofshares of theCompany
held

Advanced Industrial Science and Technology (AIST),
Industry-Academia-Government Collaboration
Senior Coordinator at the Comprehensive Open
Innovation Center, Saitama University (incumbent)
June 2016(Notes)
1.
2.

3.
4.

5.

6.
7.
8.

Director of the Company

No material conflict of interest exists between the above candidates and the Company.
Mr. Shizuo Kitamura and Mr. Teruyasu Mutaguchi are candidates for Outside Director asprescribed in Article 2, Paragraph 3, and Item 7 of the Ordinance for Enforcement of theCompanies Act.
The Company has designated Mr. Shizuo Kitamura and Mr. Teruyasu Mutaguchi as Independent
Outside Officer as stipulated by the Tokyo Stock Exchange and notified the Exchange as such.
We have nominated Mr. Shizuo Kitamura 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.
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.
The period of service of Mr. Shizuo Kitamura as an Outside Director of the Company will bethree (3) year at the close of this annual general meeting of shareholders.
The period of service of Mr. Teruyasu Mutaguchi as an Outside Director of the Company will
be two (2) 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. Shizuo Kitamura and Teruyasu Mutaguchi, respectively, tolimit 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. Shizuo Kitamura and Mr. Teruyasu
Mutaguchi are re-elected, the Company will continue the above agreement to limit their liability.

－ 9 －Proposal 4: Election of One (1) Auditor
The term of office for Auditor Tatsuya Motoda will expire at the close of this General Meetingof Shareholders. Accordingly, the Company proposes the election of one (1) Auditor.
With respect to the submission of this proposal, the consent of the Board of Auditors has beenobtained.
The candidate for Auditor is as follows:
Name(Date of birth)
Tatsuya Motoda(September 9, 1969)

Career summary, positions, at the Company, and significant
positions currently held at other corporations
May 1993
September 1999
April 2007

October 2008
April 2014
June 2014(Notes)
1.
2.
3.

4.
5.

Joined Andersen Consulting (currently
Accenture Japan Ltd)
Joined Tsuji CPA Accounting Office(currently Hongo Tsuji Tax & Consulting)International Tax Affairs Department
General Manager of the same accounting
office above
Registration as a tax accountant
Motoda Tax & Accounting Office
Representative tax accountant (incumbent)
Auditor of the Company (incumbent)

Number ofshares of theCompany held

733 shares

No material conflict of interest exists between Mr. Tatsuya Motoda and the Company.
Mr. Tatsuya Motoda 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.
We have nominated Mr. Tasuya Motoda as a candidate for Outside Auditor because Mr. Motoda
possesses professional views as a tax accountant and wide-ranging knowledge and experiences.
Although he has not been engaged in corporate 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.
Mr. Tatsuya Motoda is currently an Outside Auditor of the Company and the period of his service
as an Auditor 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. Tatsuya Motoda 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. Tatsuya Motoda is re-elected, the Company will continue the above
agreement to limit his liability.

－ 10 －

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 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)Kazunori Wasemoto(July 6, 1962)

Career summary and significant concurrent positions
April 1996

October 2000
August 2010
June 2014

Registered as an Attorney
Joined Iida & Kuriu Patent and Law Office(currently Haru Law Office)Partner of Iida & Kuriu Patent and Law
OfficeHayasaka & Wasemoto Law Office (topresent)
Outside Director, Yamada Corporation (topresent)

Number ofshares of theCompany held―

(Notes)
1.
2.
3.

4.

No material conflict of interest exists between Mr. Kazunori Wasemoto, the candidate, and theCompany.
Mr. Kazunori Wasemoto is a candidate for Substitute Outside Auditor and meets therequirements for an Independent Auditor stipulated by Tokyo Stock Exchange, Inc.
Mr. Kazunori Wasemoto possesses professional views as an attorney and a range of knowledge
and experience, 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, 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.
If Mr. Kazunori Wasemoto assumes office as an Auditor, pursuant to the provisions of the
Articles of Incorporation 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 theagreement is limited to the minimum liability amount stipulated by Article 425, Paragraph 1 ofthe same Act.

－ 11 －