Note: This document has been translated from a part of the Japanese original for reference purposes only. In theevent 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 other forms of damages arisingfrom the translation.

Securities Code: 7740
March 8, 2022
To Shareholders
Shiro Ajisaka
President & CEO
Tamron Co., Ltd.
1385 Hasunuma, Minuma-ku, Saitama,
Saitama Prefecture, JapanNOTICE OF CONVOCATION OF THE
75th ORDINARY GENERAL MEETING OF SHEREHOLDERS
Tamron Co., Ltd. (the “Company”) hereby notifies you that the 75th Ordinary General Meeting of
Shareholders of the Company (the “Meeting”) will be held as follows.
From the viewpoint of preventing the spread of COVID-19, we respectfully request that you exercise your voting
rights ahead of the General Meeting of Shareholders either in writing or online and refrain from attending the venue
on the day of the meeting. Please review the following “Reference Documents for General Meeting of Shareholders”
and exercise your voting rights no later than 5:20 p.m., Monday, March 28, 2022 (Japan Standard Time) in
accordance with the guide to exercising voting rights later in this notice.
1.
2.

3.

Date and Time 10 a.m. on Tuesday, March 29, 2022 (reception starts at 9 a.m.)Place
5th floor, Annex to the Head Office of Tamron Co., Ltd.
1385 Hasunuma, Minuma-ku, Saitama, Saitama Prefecture, Japan(Please refer to the guide map provided at the end of this Notice of Convocation for directions.)
AgendaReports
1. Business Report for the 75th term (from January 1, 2021 to December 31, 2021),
consolidated financial statements for the 75th term, and results of audit on the consolidated
financial statements by Independent Auditors and the Audit & Supervisory Board
2. Report on non-consolidated financial statements for the 75th term (from January 1, 2021 to
December 31, 2021)
Resolutions
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendment of Articles of Incorporation
Proposal 3:
Election of Eleven (11) Directors
Proposal 4:
Revision to Compensation to Directors

－

1

－

4. Guide to Exercising Voting Rights(1) If you exercise your voting rights by mailPlease indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it
so that it is received by 5:20 p.m. on Monday, March 28, 2022.
(2) If you exercise your voting rights by Internet, etc.
If you exercise your voting rights on the Internet or by any other similar means, please read “Guidance Notes on
the Exercise of Voting Rights via the Internet, etc.” and exercise your voting rights by 5:20 p.m. on Monday,
March 28, 2022.
End
If you are attending the Meeting, the Company asks that you kindly submit the enclosed Voting Rights Exercise Formto the reception desk at the venue on the day of the General Meeting of Shareholders.
Notes to consolidated financial statements and notes to non-consolidated financial statements are published on theofficial website of the Company (http://www.tamron.co.jp, Japanese only) in accordance with the provisions of therelevant law and the Article 15 of its Articles of Incorporation. They are not stated in this Notice of Convocation.
Hence, the consolidated financial statements and non-consolidated financial statements audited by members of the
Audit & Supervisory Committee and Independent Auditors include the financial statements provided with thisConvocation Notice and notes to the financial statements published on the Company’s official website.
If and when the Company makes any correction to the Business Report, consolidated financial statements, nonconsolidated financial statements and the Reference Documents for the General Meeting of Shareholders provided
with this Notice of Convocation the Company will announce the correction on its official website(http://www.tamron.co.jp, Japanese only).

－

2

－

Reference Documents for the General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
The basic policy of the Company is to continue the stable distribution of profits to shareholders with an emphasison continual dividends with a dividend payout ratio of around 35% according to the operating results, whileconsidering the necessity of strengthening the management structure and research and development and capital
investment for the launch of a new business from a long-term perspective, among other necessities.
In accordance with this fundamental policy, the Company would like to increase the year-end dividend per sharefor the fiscal year under review to 57 yen, mainly taking into consideration that performance through the fiscal year
surpassed expectations.
As the Company paid an interim dividend of 25 yen per share in September 2021, the annual dividend will be 82
yen per share, the highest annual dividend ever. Note that a dividend payout ratio(consolidated) of 33.0%.
(1)Type of dividend
Cash

(2)

Matters concerning allocation of dividend and its total amount
57.00 yen per one common share of the Company(3)

Total amount of dividend 1,204,905,729 yen
Effective date of the dividend from surplus
March 30, 2022

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3

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Proposal 2: Partial Amendment of Articles of Incorporation
1. Reasons for amendment of the Articles of Incorporation(1) The Company proposes shortening the term of office of Directors from two years to one year in order to build amanagement framework which will allow it to respond quickly to changes in the operating environment and also tofurther clarify the management responsibility of Directors and to increase opportunities to earn trust fromshareholders. As a result, the Company proposes deleting the provisions on adjustment of the term of office.
(2) The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No.70 of 2019) are due to come into effect on September 1, 2022, andthe Company, therefore, proposes amending its Articles of Incorporation to prepare for adoption of a system for theelectronic provision of materials for the General Meeting of Shareholders. Details are as follows.
① Article 15 in the proposed amendments stipulates to the effect that the Company shall take the electronic
provision measures with respect to information that constitutes the content of reference materials for the
General Meeting of Shareholders.
② Article 15-2 in the proposed amendments establishes provisions to limit the scope of matters to be statedin the document that will be issued to shareholders who requested the issuance of the document.
③ Since the provisions on Disclosure on the Internet and De Facto Provision of Shareholders' General
Meeting Reference Documents, etc. (Article 15 of the current Articles of Incorporation) will no longer benecessary, the Company proposes deleting these provisions.
④ In connection with newly established and deleted provisions described above, the Company proposes
establishing supplementary provisions on the dates changes take effect, etc.
2. Details of the amendments to the Articles of Incorporation
Details of the amendments are set out below.
(The underlined parts show the change.)
Current Articles of Incorporation

Proposed Amendments(Disclosure on the Internet and De Facto Provision of<Delete>Shareholders' General Meeting Reference Documents, etc.)
Article 15. When convening a shareholders meeting, theCompany may consider the information disclosed on the mattersthat should be specified or displayed in reference documents for
the General Meeting of Shareholders, business reports, financial
statements, and consolidated financial statements via methods
that use the internet pursuant to the Ministry of Justiceordinance as having been provided to the shareholders.

－

4

－

Current Articles of Incorporation

Proposed Amendments＜New＞（Electronic Provision Measure, etc.)
Article 15. Upon convening a General Meeting of
Shareholders, the Company shall take theelectronic provision measure with respect toinformation that constitutes the content ofreference materials for the meeting ofshareholders, etc.
Article 15-2. Among matters for which the electronic
provision measure will be taken, the Company is
not required to state all or some of the mattersprescribed by the Ministry of Justice Order in the
document that will be issued to shareholders whorequested the issuance of the document by therecord date for the exercise of voting rights.

(Term of office)
Article 20. The term of office of Directors shall expire at(Term of office)
Article 20. The term of office of Directors shall expire at

the time of conclusion of the ordinary general meeting ofshareholders with respect to the last business year ending

the time of conclusion of the ordinary general meetingof shareholders with respect to the last business year

within two (2) years after their election.
Article 20-2. The term of office of a Director appointed

ending within one (1) year after their election.
<Delete>as an addition or alternate shall end at the expiration of
the term of office of other Directors holding office.
＜New＞(Supplementary Provisions)
1.The deletion of Article 15 on the current Articles ofIncorporation (Disclosure on the Internet and De Facto
Provision of Shareholders' General Meeting Reference
Documents, etc.) and the new establishment of Article
15 in the proposed amendment (Electronic Provision
Measure, etc.) shall take effect on the date ofenforcement (hereinafter, the "Enforcement Date") of
the amended provisions stipulated in the proviso of
Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No.70 of2019).
2.Notwithstanding the provisions of the preceding
paragraph, Article 15 of the current Articles ofIncorporation shall remain valid for any General
Meeting of Shareholders the date of which is a datewithin six (6) months of the Enforcement Date.
3.These Supplementary provisions shall be deleted on
the date on which six (6) months have elapsed fromthe Enforcement Date or the date on which three (3)months have elapsed from the date of the General
Meeting of Shareholders underparagraph, whichever is later.

－

5

－

the

precedingProposal 3: Election of Eleven (11) Directors
The term of office of all the twelve (12) Directors expires at the close of this General Meeting of Shareholders andthe Company asks its shareholders to approve the election of eleven (11) candidates including one (1) new
candidate.
In view of its continued growth and the improvement of corporate value over the medium- to long-term, theCompany decided to redevelop the structure of the Board of Directors into one that enables it to focus on
management decision-making and oversight for the purpose of further strengthening corporate governance.
Accordingly, the Company asks its shareholders to approve the election of eleven (11) candidates, consisting ofseven (7) Directors (a subtraction of two (2)) and four (4) Outside Directors (including one (1) new candidate).
The candidate Directors are as follows:
Candidate
Name
Candidate attribute
Current position and duty in the Company
number
1

Shiro Ajisaka[Reappointment]

President & CEO

2

Shogo Sakuraba[Reappointment]

Corporate Vice President
in charge of the Optical Design & Engineering R&D Center,
R&D Technology Center

3

Koji Masunari[Reappointment]

4

Hiroshi Otsuka[Reappointment]

Managing Director
in charge of the Corporate Strategy Unit, CSR
Implementation & Administration and Investors Relations

5

Shenghai Zhang[Reappointment]

Managing Director
in charge of the Deputy of Global Production (Aomori
Factory, China Factory, Vietnam Factory) and Mold &Tooling Technology Center

6

Makoto Otani[Reappointment]

Directorin charge of the OEM Component Business Unit andQuality Control & Assurance Supervision Unit

7

Tomohide Okayasu[Reappointment]

Directorin charge of the Imaging Products Business Unit and theProcurement Management Unit

8

Yuichi Sato

[Reappointment][Outside][Independent]

Outside Director

9Harumi Katagiri[Reappointment][Outside][Independent]

Outside Director

10

Eriko Ishii[Reappointment][Outside][Independent]

Outside Director

11

Fumio Suzuki[Newly appointment][Outside][Independent]-

Senior Managing Director
in charge of the Industrial Optics Business Unit and theCompliance[Reappointment] Candidate for reappointment as director[Outside] Candidate for outside director[Independent] Candidate for Independent director[Newly appointment] Candidate for newly appointment as director

－

6

－

No.

Name
(Date of birth)[Reappointment]

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)
April 1978
April 1990
January 2005
January 2008

Shiro Ajisaka(July 17, 1954)

Tenure as Director
12 years

1

March 2010
March 2013
March 2014
March 2015
March 2016

Joined Tamron Co., Ltd.
President, TAMRON Europe GmbH.
Executive Officer, General Manager, Overseas Sales& Marketing Unit, Tamron Co., Ltd.
Senior Executive Officer, General Manager,
Overseas Imaging Products Business Unit, TamronCo., Ltd.
Director, Tamron Co., Ltd.
Managing Director, Tamron Co., Ltd.
Senior Managing Director, Tamron Co., Ltd.
Corporate Vice President, Tamron Co., Ltd.
President & CEO, Tamron Co., Ltd.
(current post)

Number of theCompany’s
shares held

15,300 shares[Reason for nomination as director]
Mr. Shiro Ajisaka has properly supervised decisions on important business issues and directors’ executionof duties as chairman of the board of directors by making good use of the experience and knowledge he has
accumulated throughout his career and showing leadership in the center of the management team since 2016
when he took office as President & CEO of Tamron Co., Ltd.
The Company believes that he is adequately capable of contributing to the achievement of the continuous
enhancement of the Group’s corporate value in the future. Accordingly, he has been re-nominated for the
position of director.
[Reappointment]

April 1981
January 2005

Shogo Sakuraba

January 2008

(April 1, 1958)

Tenure as Director
8 years2

March 2014
March 2016

Joined Tamron Co., Ltd.
Executive Officer, General Manager, Optical Design& Engineering R & D Unit, Tamron Co., Ltd.
Senior Executive Officer, General Manager, Optical
Design & Engineering R & D Unit, Tamron Co., Ltd.
Director, Tamron Co., Ltd.
Corporate Vice President, Tamron Co., Ltd.
(current post)

7,900 shares[Reason for nomination as director]
After becoming a director of the Company in 2014, Mr. Shogo Sakuraba has been responsible for the
management of the Company utilizing his accumulated experience, insight and knowledge, and is in chargeof the Optical Design & Engineering R&D Center, the R&D Technology Center.
Moreover, he judiciously makes decisions on the execution of important operations as a member of theBoard of Directors and monitors the execution of duties by Directors. The Company believes that he isadequately capable of contributing to the achievement of the continuous enhancement of the Group’s
corporate value in the future. Accordingly, he has been re-nominated for the position of director.

－

7

－

No.

Name
(Date of birth)

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)[Reappointment]

April 1978
April 2012

Koji Masunari

April 2014

(November 26, 1955)

Tenure as Director
7 years3

March 2015
March 2016
March 2021

Joined Tamron Co., Ltd.
Executive Officer, General Manager, Industrial
Optics Business Unit, Tamron Co., Ltd.
Senior Executive Officer, General Manager,
Industrial Optics Business Unit, Tamron Co., Ltd.
Director, Tamron Co., Ltd.
Managing Director, Tamron Co., Ltd.
Senior Managing Director, Tamron Co., Ltd.
(current post)

Number of theCompany’s
shares held

3,900 shares[Reason for nomination as director]
After becoming a director of the Company in 2015, Mr. Koji Masunari has been responsible for the
management of the Company utilizing his accumulated experience, insight and knowledge, and is in chargeof the Industrial Optics Business Unit and the Compliance.
Moreover, he judiciously makes decisions on the execution of important operations as a member of theBoard of Directors and monitors the execution of duties by Directors. The Company believes that he isadequately capable of contributing to the achievement of the continuous enhancement of the Group’s
corporate value in the future. Accordingly, he has been re-nominated for the position of director.
June 200 6April 2010
[Reappointment]

Hiroshi Otsuka

January 2015

(November 11, 1959)

April 2015
Tenure as Director
6 years

4

March 2016
March 2020

Joined Tamron Co., Ltd.
Executive Officer, General Manager, Technology
Development Strategic Planning Board, General
Manager, Legal & IP Management Board, TamronCo., Ltd.
Executive Officer, General Manager, Corporate
Business Planning & Administration Board, TamronCo., Ltd.
Senior Executive Officer, General Manager,
Corporate Business Planning & Administration
Board, Tamron Co., Ltd.
Director, Tamron Co., Ltd.
Managing Director, Tamron Co., Ltd.
(current post)

7,900 shares[Reason for nomination as director]
After becoming a director of the Company in 2016, Mr. Hiroshi Otsuka has been responsible for the
management of the Company utilizing his accumulated experience, insight and knowledge, and is in chargeof the Corporate Strategy Unit, CSR Implementation & Administration and Investors Relations.
Moreover, he judiciously makes decisions on the execution of important operations as a member of theBoard of Directors and monitors the execution of duties by Directors. The Company believes that he isadequately capable of contributing to the achievement of the continuous enhancement of the Group’s
corporate value in the future. Accordingly, he has been re-nominated for the position of director.

－

8

－

No.

Name
(Date of birth)

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)[Reappointment]

January 1997
April 2010

Shenghai Zhang

April 2014

(January 7, 1960)

Tenure as Director
6 years

5

March 2016
March 2020

Joined Tamron Co., Ltd.
Executive Officer, Tamron Co., Ltd., Managing
Director, TAMRON OPTICAL (FOSHAN) CO.,LTD.
Senior Executive Officer, Tamron Co., Ltd.,Managing Director, TAMRON OPTICAL(FOSHAN) CO., LTD.
Director, Tamron Co., Ltd.
Managing Director, Tamron Co., Ltd.
(current post)

Number of theCompany’s
shares held

5,800 shares[Reason for nomination as director]
After becoming a director of the Company in 2016, Mr. Shenghai Zhang has been responsible for the
management of the Company utilizing his accumulated experience, insight and knowledge, and is in chargeof the Global Production (Aomori Factory, China Factory, Vietnam Factory) and Mold & ToolingTechnology Center.
Moreover, he judiciously makes decisions on the execution of important operations as a member of theBoard of Directors and monitors the execution of duties by Directors. The Company believes that he isadequately capable of contributing to the achievement of the continuous enhancement of the Group’s
corporate value in the future. Accordingly, he has been re-nominated for the position of director.
[Reappointment]

April 1984
April 2012

Makoto Otani

March 2015

(January 17, 1962)

April 2016
Tenure as Director
4 years

6

March 2018

Joined Tamron Co., Ltd.
Executive Officer, General Manager, OEM
Component Business Unit, Tamron Co., Ltd.
Executive Officer, General Manager, Industrial
Optics Business Unit, Tamron Co., Ltd.
Senior Executive Officer, General Manager Industrial
Optics Business Unit, Tamron Co., Ltd.
Director, Tamron Co., Ltd.
(current post)

1,800 shares[Reason for nomination as director]
After becoming a director of the Company in 2018, Mr. Makoto Otani has been responsible for the
management of the Company utilizing his accumulated experience, insight and knowledge, and is in chargeof the OEM Component Business Unit and the Quality Control & Assurance Supervision Unit.
Moreover, he judiciously makes decisions on the execution of important operations as a member of theBoard of Directors and monitors the execution of duties by Directors. The Company believes that he isadequately capable of contributing to the achievement of the continuous enhancement of the Group’s
corporate value in the future. Accordingly, he has been re-nominated for the position of director.

－

9

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No.

Name
(Date of birth)[Reappointment]

Tomohide Okayasu

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)
December 2000
April 2012

January 2014

(January 30, 1975)

Tenure as Director
4 years

April 2016
April 2017
March 2018

7

Joined Tamron Co., Ltd.
Executive Officer, General Manager, ProductDevelopment Management & Administration Unit,
Tamron Co., Ltd.
Executive Officer, General Manager, Imaging
Products Business Unit, Tamron Co., Ltd.
Senior Executive Officer, Tamron Co., Ltd.
Senior Executive Officer, Tamron Co., Ltd. Vice
Chairman, TAMRON USA, INC.
Director, Tamron Co., Ltd.
(current post)

Number of theCompany’s
shares held

1,600 shares[Reason for nomination as director]
After becoming a director of the Company in 2018, Mr. Tomohide Okayasu has been responsible for the
management of the Company utilizing his accumulated experience, insight and knowledge, and is in chargeof the Imaging Products Business Unit and the Procurement Management Unit.
Moreover, he judiciously makes decisions on the execution of important operations as a member of theBoard of Directors and monitors the execution of duties by Directors. The Company believes that he isadequately capable of contributing to the achievement of the continuous enhancement of the Group’s
corporate value in the future. Accordingly, he has been re-nominated for the position of director.
April 1978
[Reappointment][Outside][Independent]

Yuichi Sato
(January 2, 1950)

8

Tenure as Director
4 years

January 1980
April 1983
April 1994
April 2010
April 2013
April 2014
March 2018

Joined Tokyo Shibaura Electric Co., Ltd. (nowToshiba Corporation)
Assistant, School of Engineering, Tokyo Institute ofTechnology
Assistant Professor, Faculty of Engineering, Saitama
University
Professor, Faculty of Engineering, Saitama University
Dean, Faculty of Engineering, Saitama University

400 shares

Dean, Graduate School of Science and Engineering,
Saitama University
Executive Director, Vice President, Saitama
University National University Corporation
Outside Director, the Company(current post)[Reasons for nomination as outside director and expected roles]
Mr. Yuichi Sato has served as an academic administrator and vice president of a university in the past andhas professional expertise. The Company believes that he will use his expertise to contribute to theachievement of the continuous enhancement of the Group’s corporate value in the future. Accordingly, he
has been re-nominated for the position of outside director.
He has been involved in the management of a national university corporation in the past but has otherwise
no experience in corporate management. However, the Company believes that he will properly perform his
duties as an outside director for the reasons described above.

－

10

－

No.

Name
(Date of birth)

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)November 1993
April 1998
March 2000

9

Joined Asahi & Co. (now KPMG AZSA LLC)
Registered as a certified public accountant in Japan
Joined Century Audit Corporation (now Ernst &Young ShinNihon LLC)
[Reappointment]
July 2009
Member of Ernst & Young Shin Nihon LLC[Outside]
J
u
l
y
2
0
1
7
Opened the Harumi Katagiri CPA Office[Independent](current post)
March 2018
Outside Director, the Company(current post)
Harumi Katagiri(December 29, 1968) June 201 9Supervisory Director, Mori Trust Sogo Reit, Inc.
(current post)
June
201
9
OutsideDirector, Japan Asia Investment Company, Limited
Tenure as Director(current post)
4 years[Important concurrent positions outside the Company]
Certified public accountant (the Harumi Katagiri CPA Office)Supervisory Director, Mori Trust Sogo Reit, Inc.
Outside Director, Japan Asia Investment Company, Limited

Number of theCompany’s
shares held

- shares[Reasons for nomination as outside director and expected roles]
Ms. Harumi Katagiri has professional knowledge and insight as a certified public accountant. The
Company believes that she will contribute to the achievement of the continuous enhancement of theGroup’s corporate value, utilizing her professional expertise. Accordingly, she has been re-nominated forthe position of outside director.
She has been involved in the management of a CPA office and has served as outside officer in the past but
has otherwise no experience in corporate management. However, the Company believes that she will
properly perform her duties as an outside director for the reasons described above.

－

11

－

No.

Name
(Date of birth)

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)
October 2004

[Reappointment][Outside][Independent]

Eriko Ishii(January 3, 1981)

Tenure as Director
1 year10

Registered as an attorney(current post)
October 2004
Joined Mori Hamada & Matsumoto LPC
February 2011
Registered as an attorney in the State of New York(current post)
April 2016
Part-time lecturer of Keio University Law School(current post)
July 2016
Partner of Shin Saiwai Law Office(current post)
June 2018
Outside director of Sophia Holdings Co., Ltd.
(current post)
May 2019
Supervisory Director of Canadian Solar Infrastructure Fund, Inc.
(current post)
June 2019
Supervisory Director of ALMAD, INC.
(current post)
March 2021
Outside Director, the Company(current post)
March 2021
Outside Director of Sun Asterisk Inc.
(current post)[Important concurrent positions outside the Company]
Attorney (Partner of Shin Saiwai Law Office)Part-time lecturer, Keio University Law School
Outside Director, Sophia Holdings Co., Ltd.
Supervisory Director, Canadian Solar Infrastructure Fund, Inc.
Outside Corporate Auditor, ALMAD, INC.
Outside Director, Sun Asterisk Inc.

Number of theCompany’s
shares held

100 shares[Reasons for nomination as outside director and expected roles]
Ms. Eriko Ishii has professional knowledge and insight as an attorney, and is familiar with M&A andcorporate law, etc. The Company believes that she will contribute to the achievement of the continuous
enhancement of the Group’s corporate value, utilizing her professional expertise. Accordingly, she has
been re-nominated for the position of director.
She has served as outside director, outside corporate auditor, and supervisory director in the past but hasotherwise no experience in corporate management. However, the Company believes that she will properly
perform her duties as an outside director for the reasons described above.

－

12

－

No.

Name
(Date of birth)

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)
April 1973
April 1994
April 1998

[Newly appointment][Outside][Independent]

Fumio Suzuki

April 1999
June 199 9June 200 3(November 3, 1948)

June 200 7
Tenure as Director-

June 200 811June 201 5

Joined NIHON KOHDEN CORPORATION
Director and President, Nihon Kohden America, Inc.
General Manager of Corporate Planning Department,
NIHON KOHDEN CORPORATION
General Manager of Human Resources Department,
NIHON KOHDEN CORPORATION
Director, NIHON KOHDEN CORPORATIONManaging Director, NIHON KOHDENCORPORATION
Corporate Director and Executive Operating Officer,
NIHON KOHDEN CORPORATION
Representative Director and President, NIHONKOHDEN CORPORATION
Chairman and CEO, NIHON KOHDENCORPORATION

Number of theCompany’s
shares held

- shares[Reason for nomination as director]
Mr. Fumio Suzuki has a wealth of management experience, such as having been Representative Director of
NIHON KOHDEN CORPORATION over many years, and a wide range of knowledge and a network ofcontacts in the health care industry.
The Company expects that Mr. Suzuki will contribute to the achievement of the continuous improvementof the Group’s corporate value, utilizing his extensive experience, knowledge, etc. and fully performing theroles of taking part in important managerial decision making, highly effective supervision of management,
etc. Accordingly, he has been newly nominated for the position of Outside Director.
(Notes)1. None of the candidates for directors have any special interest in the Company.
2. Mr. Yuichi Sato, Ms. Harumi Katagiri, Ms. Eriko Ishii and Mr. Fumio Suzuki are candidates for outside directors.
3. Mr. Yuichi Sato, Ms. Harumi Katagiri, and Ms. Harumi Katagiri are currently outside directors of the Company, and their term ofoffice as outside directors will be four years for Mr. Yuichi Sato and Ms. Harumi Katagiri, and one year for Ms. Eriko Ishii at theend of this general meeting.
4. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into a contract with Mr.
Yuichi Sato, Ms. Harumi Katagiri and Ms. Eriko Ishii respectively, to limit their liabilities for damages under Article 423,
Paragraph 1 of the same Act. The limit of liability for damages under the contract is the minimum liability amount stipulated under
Article 425, Paragraph 1 of the same Act. Moreover, when the elections of directors the above mentioned are approved, theCompany plans to extend these contracts with them. Upon the approval of the appointment of Mr. Fumio Suzuki as outside
director, the Company will execute an agreement for the limitation of liability as set forth in Paragraph 1, Article 423 of theCompanies Act with Mr. Suzuki according to the provisions of Paragraph 1, Article 427 of the Companies Act.
5. As Mr. Yuichi Sato, Ms. Harumi Katagiri and Ms. Eriko Ishii fulfill the requirements for independent directors under theCompany’s standards and the rules of Tokyo Stock Exchange, Inc. for the judgment of independence, the Company applies theTokyo Stock Exchange. Inc, of them as an independent officer in accordance with the provisions of the Tokyo Stock Exchange,
Inc. Moreover, when the elections of directors the above mentioned are approved, the Company will maintain their registration as
independent directors. Upon the approval of the appointment of Mr. Fumio Suzuki as outside director, he will be appointed as
independent director.
6. The Company's policy is to take out a directors and officers liability insurance policy with an insurance company as provided forin Paragraph 1, Article 430-3 of the Companies Act, and to use this insurance policy to compensate for any damages suffered byinsured parties include Company’s directors as a result of damages or litigation expenses borne in the event of litigation
concerning compensation for damages brought by shareholders, investors or other third parties during the insurance period. Upon
the approval of the elections of directors the above mentioned, the Company will be included in insured parties under thisinsurance policy. The Company plans to renew the policy with the same content at next renewal.

－

13

－

Reference: Director Skills Matrix (in the case where the candidates are approved in this General Meeting of Shareholders)
The Company’s Board of Directors is comprised of individuals who possess a variety of professional knowledge andexperience and backgrounds.
The professional knowledge and experience and backgrounds of the eleven (11) candidates for Directors are as
follows.
Name

Position in the Company

Businessmanagement

Global

Production,
development

Sales,
marketing

Shiro Ajisaka

President & CEO

○

○

○

○

Shogo Sakuraba

Corporate Vice
President

Koji Masunari

Senior Managing
Director

Hiroshi Otsuka

Managing Director

Shenghai Zhang

Managing Director

Makoto Otani

Director

Tomohide
Okayasu

Director

Yuichi Sato

Outside Director

Harumi Katagiri

Outside Director

Eriko Ishii

Outside Director

Fumio Suzuki

Outside Director

Finance,accounting

Legal

○

○
○

○
○

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Proposal 4: Revision to compensation to Directors
Remuneration for the Company’s Directors, which was approved at the 71st General Meeting of Shareholders heldon March 28, 2018 and has been maintained up to the present, comprises monetary remuneration of no more than
550 million yen per year (including that for Outside Directors of no more than 30 million yen) plus stockcompensation based on a performance-linked compensation system that uses trusts. The stock compensation has alimit of 450 million yen in terms of monetary amounts and 240,000 points in terms of points (one point is equal to
one share of the Company’s stock) that applies every 3 years (trust period). With the plan to increase one Outside
Director in order to strengthen the Board of Directors’ corporate governance functions, the Company asks tochange the limit for annual monetary remuneration for Outside Directors to 50 million yen with no change to thelimit of the total amount (550 million yen) for annual monetary remuneration for all Directors.
The total amounts of remuneration composing of monetary remuneration and stock compensation will be the sameas the amount of the previous upper limit.
Regarding the proposed revision, the Company considers it reasonable as the decision for the proposal was madeby the Board of Directors following consultation with the Compensation Committee of which Independent Outside
Directors consist of a majority.
Moreover, the policy concerning decisions on remuneration, etc. of each Director of the Company is as describedin pages 34 to 36 of the business report (Japanese only).
The number of Directors of the Company is twelve (12) (including three (3) Outside Directors) and if Proposal
three (3) is approved without modification, the number of Directors will be eleven (11) (including four (4) Outside
Directors).
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