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 5, 2024
To Shareholders
Shogo Sakuraba
President & CEO
Tamron Co., Ltd.
1385 Hasunuma, Minuma-ku, Saitama,
Saitama Prefecture, JapanNOTICE OF CONVOCATION OF THE
77th ORDINARY GENERAL MEETING OF SHEREHOLDERS
Tamron Co., Ltd. (the “Company”) hereby notifies you that the 77th Ordinary General Meeting of
Shareholders of the Company (the “Meeting”) will be held as follows.
Upon convening this General Meeting of Shareholders, the Company will take measures for electronic
provision with respect to information that constitutes the content of Reference Documents, etc. for the
General Meeting of Shareholders (Matters for Electronic Provision). You are kindly requested to checkthe information by accessing either of the following Company websites on which the information isposted.
If you do not expect to attend the Meeting, you may exercise your voting rights via the Internet or inwriting (by mail). After reviewing the Reference Documents for the General Meeting of Shareholders,please exercise your voting rights by no later than 5:20 p.m. on Tuesday, March 26, 2024 (Japan time).
[If you exercise your voting rights in writing (by mail)]
Please indicate your approval or disapproval for proposals on the Voting Rights Exercise Form, andreturn it so that it will be received before the above voting deadline.
[If you exercise your voting rights via the Internet, etc.]
Please exercise your rights before the above voting deadline.
1.
2.
3.

Date and Time 10:00 a.m. on Wednesday, March 27, 2024 (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
AgendaReports
1. Business Report for the 77th term (from January 1, 2023 to December 31, 2023),
consolidated financial statements for the 77th 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 77th term (from January 1, 2023 to
December 31, 2023)
Resolutions
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendment of Articles of Incorporation
Proposal 3:
Election of Eight (8) Directors (Excluding Directors Serving as Audit & Supervisory
Committee Members)
Proposal 4:
Election of Four (4) Directors who are Audit & Supervisory Committee Members
Proposal 5:
Determination of the Amounts of Remuneration, etc. to be Paid to the Directors (Excluding
Directors Serving as Audit & Supervisory Committee Members)
Proposal 6:
Determination of the Amounts of Remuneration, etc. to be Paid to the Directors Serving as

Proposal 7:
4.

Audit & Supervisory Committee Members
Determination of Amount and Details of Performance-linked Remuneration, etc. for Directors(Excluding Directors who are Audit & Supervisory Committee Members and Outside Directors)

Guide to Exercising Voting Rights(1) If you exercise your voting rights in writing (by mail) without indicating your approval ordisapproval for proposals, you shall be deemed to indicate your approval.
(2) If you exercise your voting rights more than once via the Internet, the voting rights exercisedfor the last time shall be deemed to be valid.
(3) If you exercise your voting rights both via the Internet and in writing (by mail), the voting
rights exercised via the Internet shall be treated as valid irrespective of the arrival time and thedate of the mailed vote.
(4) If you wish to exercise your voting rights diversely, you are required to send notice providing
details and your reasons in writing or electromagnetic form. Please note that you must ensure
the notice arrives three (3) days prior to the day of the General Meeting of Shareholders.
End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.
Pursuant to this policy, the Company has decided to increase the year-end dividend to 135 yen per share, anincrease of 45 yen from the previous fiscal year.
As a result, with the addition of the interim dividend already disbursed of 35 yen, the annual dividend per share forthe fiscal year under review will be 170 yen (up 50 yen year on year), our highest ever annual dividend.
Note that a dividend payout ratio (consolidated) of 32.9%.

(1)Type of dividend
Cash

(2)

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

Total amount of dividend 2,854,125,585 yen
Effective date of the dividend from surplus
March 28, 2024

Proposal 2: Partial Amendment of Articles of Incorporation
1. Reasons for amendment of the Articles of Incorporation(1) The Company makes the transition from a company with an audit & supervisory board to a company with
an audit & supervisory committee to aim to speed up decision-making and business execution by delegating
authority from the Board of Directors to directors. It also seeks to enhance corporate governance,
strengthening the supervisory functions of the Board of Directors by making Audit & Supervisory
Committee members, who are responsible for auditing the execution of duties by directors, members of theBoard of Directors. With this transition, the Company will establish regulations concerning directors who
concurrently serve as audit & supervisory committee members and concerning the committee itself, which
will be necessary for the transition to a company with an audit & supervisory committee. It will also makechanges, including the deletion of regulations concerning Audit & Supervisory Board members and the
Audit & Supervisory Board.
(2)

Article 34 will be newly established in the Articles of Incorporation to prescribe that the distribution of
surplus, etc. is to be determined by a resolution of the Board of Directors to facilitate flexible capital anddividend policies.

(3)

In addition to the foregoing, the Company will make the necessary amendments, including the wording.

2. Details of the Amendment
The detail of the amendment is shown as below.
The proposed amendments made to the Articles of Incorporation will go into effect upon the closing of the
Meeting.
*The underlined parts show the change.

Current Articles of Incorporation

Proposed amendment

Chapter 1 General rules

Chapter 1 General rules

Article 1 to Article 3 (Omitted)

Article 1 to Article 3 (Unchanged)(Organs)(Organs)

Article 4. The Company shall have the following

Article 4. The Company shall have the following

organizations in addition to the General Meeting oforganizations in addition to the General Meeting of

Shareholders and Directors

Shareholders and Directors.

① Board of directors① Board of directors② Auditor② Auditor & Supervisory Committee③ Board of auditors(Deleted)④ Accounting Auditors③ Accounting Auditors

Article 5. (Omitted)

Article 5. (Unchanged)

Chapter 2 Stocks

Article 6 to Article 9 (Omitted)

Chapter 2 Stocks

Article 6 to Article 9 (Unchanged)

Current Articles of Incorporation

Proposed amendment(Administrator of Shareholders’ Register)(Administrator of Shareholders’ Register)

Article 10. (Omitted)

Article 10 (Unchanged)(Newly established)

2. The shareholder register administrator and its
administration office shall be determined by resolution of
the Board of Directors, and publicly announced.

(Newly established)

3. The preparation and keeping of the shareholder registerand the share option register of the Company and otherclerical work related to the shareholder register and theshare option register shall be entrusted to the shareholder
register administrator, and shall not be handled by theCompany.

Article 10-2.

The shareholder register administrator and(Deleted)

its administration office shall be determined by resolutionof the Board of Directors, and publicly announced.
Article 10-3.

The preparation and keeping of the(Deleted)

shareholder register and the share option register of theCompany and other clerical work related to theshareholder register and the share option register shall be
entrusted to the shareholder register administrator, andshall not be handled by the Company.
Article 11. (Omitted)

Article11. (Unchanged)

Chapter 3 General Meeting of Shareholders

Chapter 3 General Meeting of Shareholders

Article 12 to Article 13 (Omitted)

Article 12 to Article 13 (Unchanged)(Convener and Chairperson)(Convener and Chairperson)

Article 14 (Omitted)

Article 14 (Unchanged)(Newly established)

2. If the Representative Director and President is prevented
from so doing, another Director in the order determined inadvance by the Board of Directors shall convene theGeneral Meeting of Shareholders and serve as the
Chairperson of the meeting.

Article 14-2. If the Representative Director and President isprevented from so doing, another Director in the order
determined in advance by the Board of Directors shallconvene the General Meeting of Shareholders and serveas the Chairperson of the meeting.

(Deleted)

Current Articles of Incorporation

Proposed amendment(Electronic Provision Measure, etc.)(Electronic Provision Measure, etc.)

Article 15 (Omitted)

Article 15 (Unchanged)(Newly established)

2. Among matters for which the electronic provision
measure will be taken, the Company is not required tostate all or some of the matters prescribed by the Ministryof Justice Order in the document that will be issued toshareholders who requested the issuance of the documentby the record date.

Article 15-2. Among matters for which the electronic(Deleted)provision measure will be taken, the Company is not
required to state all or some of the matters prescribed by
the Ministry of Justice Order in the document that will be
issued to shareholders who requested the issuance of the
document by the record date.
(Method of resolution)(Method of resolution)

Article 16. (Omitted)

Article 16 (Unchanged)(Newly established)

2. A resolution with respect to matters prescribed in Article
309, Paragraph 2 of the Companies Act shall require amajority of two thirds (2/3) or more of the votes ofshareholders present at a General Meeting of Shareholders
who hold one third (1/3) or more of the voting rights ofshareholders who are entitled to exercise their voting
rights.

Article 16-2. A resolution with respect to matters prescribed(Deleted)in Article 309, Paragraph 2 of the Companies Act shallrequire a majority of two thirds (2/3) or more of the votesof shareholders present at a General Meeting of
Shareholders who hold one third (1/3) or more of thevoting rights of shareholders who are entitled to exercise
their voting rights.
Article 17. (Omitted)

Chapter 4 Directors and Board of Directors

Article17. (Unchanged)

Chapter 4 Directors and Board of Directors(Number of directors)(Number of directors)

Article 18. The number of the Directors of the Company

Article 18. The number of the Directors of the Company

shall be no more than 15.

shall be no more than 9, excluding Directors who serve as
Audit & Supervisory Committee members.

(Newly established)

2. The number of Directors of the Company, who are Audit& Supervisory Committee members, shall be no morethan 4.

Current Articles of Incorporation

Proposed amendment(Election)(Election)

Article 19. Directors shall be elected at a General Meeting of

Article 19. Directors shall be elected at a General Meeting of
Shareholders by distinguishing Directors who concurrently

Shareholders.

serve as Audit & Supervisory Committee members fromother Directors.
(Newly established)

2. A resolution to select Directors shall require a majority of
votes cast by shareholders present at the meeting who holdone third (1/3) or more of the voting rights of shareholders
entitled to exercise their voting rights.

(Newly established)

3. Cumulative voting shall not be used for the election of
Directors.

Article 19-2. A resolution to select Directors shall require a(Deleted)majority of votes cast by shareholders present at themeeting who hold one third (1/3) or more of the voting
rights of shareholders entitled to exercise their voting
rights.

(Deleted)

Article 19-3. Cumulative voting shall not be used for theelection of Directors.
(Term of office)(Term of office)

Article 20. The term of office of Directors shall expire at the

Article 20. The term of office of Directors (excludingtime of conclusion of the Ordinary General Meeting of

Directors who serve as Audit & Supervisory Committee

Shareholders with respect to the last business year ending

members) shall expire at the time of conclusion of thewithin 1 year after their election.

Ordinary General Meeting of Shareholders with respect tothe last business year ending within 1 year after theirelection.

Current Articles of Incorporation(Newly established)

Proposed amendment
2. The term of office of Directors who serve as Audit &Supervisory Committee members shall expire at the timeof conclusion of the Ordinary General Meeting of
Shareholders with respect to the last business year ending
within 2 years after their election.

(Newly established)

3. If a director who serves as an Audit & Supervisory
Committee member is appointed as an alternate to a
director who has served as an Audit & Supervisory
Committee member and retired prior to the expiration of
his or her term of office, the term of office of theappointed director shall end at the expiration of the term of(Newly established)

office of his or her predecessor.
4. The effective period of the resolution to appoint analternate Audit & Supervisory Committee member
appointed pursuant to the provisions of Article 329,
Paragraph 3 of the Companies Act shall end at the start of
the Ordinary General Meeting of Shareholders held for thelast business year ending within 2 years from theappointment(Representative Director and Executive Directors)(Representative Director and Executive Directors)

Article 21. The Board of Directors shall appoint a

Article 21. The Board of Directors shall appoint a

Representative Director by its resolution.

Representative Director by its resolution from the
Directors (excluding those who concurrently serve as
Audit & Supervisory Committee members).
2. The Board of Directors may appoint by its resolution one(Newly established)

Director and Chairperson and one Director and President,
as well as a small number of Directors and Vice
Presidents, Senior Managing Directors and Managing
Directors respectively from the Directors (excluding those
who concurrently serve as Audit & Supervisory
Committee members).

Article 21-2. The Board of Directors may appoint by its
resolution one Director and Chairperson and one Director
and President, as well as a small number of Directors andVice Presidents, Senior Managing Directors andManaging Directors respectively from the Directors.

(Deleted)

Current Articles of Incorporation

Proposed amendment(Convener and Chairperson)(Convener and Chairperson)

Article 22. (Omitted)

Article 22. (Unchanged)(Newly established)

2. If the Representative Director and President of theCompany is prevented from so doing, another Director in
the order determined in advance by the Board of Directors
shall convene the Board of Directors’ meeting and serveas the Chairperson of the meeting.

Article 22-2. If the Representative Director and President of(Deleted)

the Company is prevented from so doing, another Director
in the order determined in advance by the Board of
Directors shall convene the Board of Directors’ meetingand serve as the Chairperson of the meeting.
(Convocation notice)(Convocation notice)

Article 23. Notice of a Board of Directors meeting shall be

Article 23. Notice of a Board of Directors meeting shall besent to each Director and Auditor not later than three 3

sent to each Director not later than three 3 days prior to thedays prior to the scheduled date of the meeting. However,scheduled date of the meeting. However, this period may

this period may be reduced if necessary in an emergency.

be reduced if necessary in an emergency. (Change in(Newly established)

2. A meeting of the Board of Directors may be held without

expression in Japanese)the convocation procedure upon the unanimous consent of
the Directors.
Article 23-2. A meeting of the Board of Directors may be(Deleted)

held without the convocation procedure upon theunanimous consent of the Directors and the Auditors.
(Newly established)(Delegation of authority for making decisions on executionof important business operations)
Article 24. The Company may delegate all or part ofdecisions regarding the execution of important business
operations (excluding those in Article Paragraph 5 of theCompanies Act) by resolution of the Board of Directors
pursuant to the provisions of the Article 399-13,
Paragraph 6 of the Companies Act.

(Method of resolution)(Method of resolution)

Article 24. (Omitted)

Article 25. (Omitted)(Newly established)

2. The Company shall deem that a resolution of the Board of
Directors has been passed when the requirements
specified in Article 370 of the Companies Act aresatisfied.

Current Articles of Incorporation

Proposed amendment

Article 24-2. The Company shall deem that a resolution of(Deleted)

the Board of Directors has been passed when therequirements specified in Article 370 of the Companies
Act are satisfied.
Article 25. (Omitted)

Article 26. (Unchanged)(Remuneration, etc.)(Remuneration, etc.)

Article 26. Remuneration, bonuses, and other financial

Article 27. Remuneration, bonuses, and other financial

benefits of Directors given by the Company inbenefits of Directors given by the Company inconsideration of the performance of duties to Directors

consideration of the performance of duties to Directors

shall be determined by resolution of a General Meeting ofshall be determined by resolution of a General Meeting of

Shareholders.

Shareholders, by distinguishing Directors who
concurrently serve as Audit & Supervisory Committee
members from other Directors.

(Exemption of Directors from liability)(Exemption of Directors from liability)

Article 27 (Omitted)

Article 28 (Unchanged)(Newly established)

2. Pursuant to the provisions of Article 427, Paragraph 1 of
the Companies Act, the Company may enter into anagreement with Directors (excluding those who are
Executive Directors, etc.) limiting their liabilities asprovided in Article 423, Paragraph 1 of said Act;
provided, however, that the amount of limitation of
liability in accordance with the agreement shall be theamount specified in relevant laws and regulations

Article 27-2. Pursuant to the provisions of Article 427,

(Deleted)

Paragraph 1 of the Companies Act, the Company may
enter into an agreement with Directors (excluding those
who are Executive Directors, etc.) limiting their liabilities
as provided in Article 423, Paragraph 1 of said Act;
provided, however, that the amount of limitation of
liability in accordance with the agreement shall be theamount specified in relevant laws and regulations
Chapter 5. Corporate Auditors and Audit & Supervisory(Deleted)

Board(Number of auditors)
Article 28. The number of the Corporate Auditors of theCompany shall be no more than 5.

(Deleted)

Current Articles of Incorporation(Election)

Proposed amendment(Deleted)

Article 29. Corporate Auditors shall be elected at a General
Meeting of Shareholders.
Article 29.-2 A resolution to select Corporate Auditors shall(Deleted)require a majority of votes cast by shareholders present
at the meeting who hold one third (1/3) or more of thevoting rights of shareholders entitled to exercise theirvoting rights.
(Term of office)(Deleted)

Article 30. The term of office of Corporate Auditors shall
expire at the time of conclusion of the Ordinary General
Meeting of Shareholders with respect to the last businessyear ending within 1 year after their election.
Article 30-2. The term of office of a Corporate Auditor who(Deleted)

is elected as a substitute for a Corporate Auditor who has
resigned before the expiration of his/her term of officeshall continue by the time when the term of office of theresigned Corporate Auditor expires.
(Full-Time Auditors)(Deleted)

Article 31. The Audit & Supervisory Board shall appoint
Full-Time Corporate Auditors by its resolution.
(Convocation notice)(Deleted)

Article 32. Notice of a Audit & Supervisory Board shall besent to each Corporate Auditor not later than three 3 days
prior to the scheduled date of the meeting. However, thisperiod may be reduced if necessary in an emergency.
Article 32-2. A Audit & Supervisory Board may be held(Deleted)

without the convocation procedure upon the unanimous
consent of the Corporate Auditors.
(Method of resolution)
Article 33. A resolution of the Audit & Supervisory Board
shall be adopted by a majority vote of Corporate
Auditors, unless otherwise provided for in laws andregulations.

(Deleted)

Current Articles of Incorporation

Proposed amendment(Audit & Supervisory Board Regulations)(Deleted)

Article 34. Matters concerning the Audit & Supervisory
Board shall be governed by laws and regulations, theArticles of Incorporation, and the regulations of the Audit& Supervisory Board established by the Audit &Supervisory Board.
(Remuneration, etc.)(Deleted)

Article 35. Remuneration, bonuses, and other financial
benefits of Corporate Auditors given by the Company inconsideration of the performance of duties to Corporate
Auditors shall be determined by resolution of a General
Meeting of Shareholders.
(Exemption of Corporate Auditors from liability)(Deleted)

Article 36. Pursuant to the provisions of Article 426,
Paragraph 1 of the Companies Act, the Company may, byresolution of the Board of Directors, exempt Corporate
Auditors (including former Corporate Auditors) from their
liability for damages provided for in Article 423,
Paragraph 1 of said Act to the extent permitted by laws
and regulations.
Article 36-2. Pursuant to the provisions of Article 427,

(Deleted)

Paragraph 1 of the Companies Act, the Company may
enter into an agreement with Corporate Auditors limiting
their liabilities as provided in Article 423, Paragraph 1 ofsaid Act; provided, however, that the amount of limitationof liability in accordance with the agreement shall be theamount specified in relevant laws and regulations(Newly established)

Chapter 5. Audit & Supervisory Committee(Newly established)(Full-time Audit & Supervisory Committee member)
Article 29. Full-time Audit & Supervisory Committee
members may be appointed by a resolution of theCommittee.

Current Articles of Incorporation(Newly established)

Proposed amendment(Convocation notice)
Article 30. Notice of a meeting of Audit & Supervisory
Committee shall be sent to each Audit & Supervisory
Committee member not later than three 3 days prior to thescheduled date of the meeting. However, this period may
be reduced if necessary in an emergency.
2. A meeting of the Audit & Supervisory Committee may beheld without the convocation procedure upon theunanimous consent of the Audit & Supervisory Committee
members.

(Newly established)(Method of resolution)
Article 31. A resolution of the Audit & Supervisory
Committee shall be adopted by a majority vote of the
Audit & Supervisory Committee members present who areentitled to exercise their votes, unless otherwise provided
for in laws and regulations.

(Newly established)(Audit & Supervisory Committee Regulations)
Article 32. Matters concerning the Audit & Supervisory
Committee shall be determined pursuant to the provisionsof laws and regulations, these Articles of Incorporation,and the Audit & Supervisory Committee Regulations
established by the Audit & Supervisory Committee.

Chapter 6. Accounting

Article 37. (Omitted)(Newly established)

Chapter 6. Accounting

Article 33. (Unchanged)(Organization that determines dividends of surplus, etc.)
Article 34. The Company may determine the distribution ofdividends from surplus and other matters specified in theitems of Article 459, Paragraph 1 of the Companies Act bya resolution of the Board of Directors unless otherwise
provided for by laws and regulations.

Current Articles of Incorporation

Proposed amendment(Record date for distribution of surplus)(Record date for distribution of surplus)

Article 38. (Omitted)

Article 35 (Unchanged)(Newly established)

2. The record date for the Company’s interim dividend
payments shall be June 30 every year.

(Newly established)

3. In addition to the preceding two paragraphs, the Company
may distribute dividends from its surplus by specifying therecord date.

(Interim dividend)(Deleted)

Article 39. The Company may, by resolution of the Board of
Directors, pay interim dividends as of the record
date, which is June 30, of each year.
Article 40. (Omitted)

Article 36. (Unchanged)(Newly established)

Supplementary Provisions(Newly established)(Transitional Measures Concerning Exemption of Corporate
Auditors from Liability)
1. Pursuant to provisions of Article 423, Paragraph 1 of theCompanies Act, the Company may exempt, by aresolution of the Board of Directors, Corporate Auditors(including former Corporate Auditors) from liability fordamages caused by their acts conducted before theconclusion of the 77th Ordinary General Meeting of
Shareholders to the extent permitted by the applicablelaws and regulations.
2. With respect to a contract with a corporate auditor(including a former corporate auditor) to limit his or her
liabilities for damages arising as a result of negligence of
his or her duties before the closing of the 77th Ordinary
General Meeting of Shareholders under Article 423,
Paragraph 1 of the Companies Act, the provisions ofArticle 36-2 of the Articles of Incorporation before thechanges to be made by resolution of the said Ordinary
General Meeting of Shareholders shall apply.

Proposal 3: Election of Eight (8) Directors (Excluding Directors Serving as Audit & Supervisory Committee
Members)
If Proposal 2 “Partial Amendment of Articles of Incorporation” is approved as proposed, the Company will be acompany with an Audit & Supervisory Committee, and all eight Directors will leave office with the expirationof their term of office on the effective date of the amendment to the Articles of Incorporation. Accordingly, theCompany proposes the election of eight (8) Directors (excluding Directors serving as Audit & Supervisory
Committee Members; the same applies hereinafter in this proposal) after making a transition to a company with
an Audit & Supervisory Committee.
This proposal shall take effect when the amendments to the Articles of Incorporation in Proposal 2: Partial
Amendment of Articles of Incorporation become effective.
The candidate Directors are as follows:
Candidate
CandidateNamenumberattribute

Current position and duty in the Company
President & CEO

1

Shogo Sakuraba(Male)

2

Shenghai Zhang(Male)[Reappointment]

3

Makoto Otani(Male)[Reappointment]

4

Tomohide Okayasu(Male)[Reappointment]

5

Yuichi Sato
(Male)[Reappointment][Outside][Independent]

Outside Director

6

Harumi Katagiri(Female)[Reappointment][Outside][Independent]

Outside Director

7

Eriko Ishii(Female)[Reappointment][Outside][Independent]

Outside Director

8

Fumio Suzuki(Male)[Reappointment][Outside][Independent]

Outside Director[Reappointment][Reappointment] Candidate for reappointment as director[Outside] Candidate for outside director[Independent] Candidate for Independent director

in charge of the Administrative Management Unit andInformation Management
Managing Director
in charge of the Global Production (Aomori Factory,
China Factory, Vietnam Factory), Mold & ToolingTechnology Center and Risk Management
Managing Director
in charge of the OEM Component Business Unit,
Industrial Optics Business Unit, Quality Control &Assurance Supervision Unit, Optical Design &Engineering R&D Center and R&D Technology
CenterManaging Director
in charge of the Imaging Products Business Unit,
Procurement Management Unit, Corporate Strategy
Unit, CSR and Compliance

No.

Name

(Date of birth)[Reappointment]

April 1981
January 2005

Shogo Sakuraba

January 2008

Tenure as Director
10 years

March 2014
March 2016
August 2023

(April 1, 1958)

1

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)
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.
President & CEO, Tamron Co., Ltd.
(current post)

Number of theCompany’s
shares held

9,200 shares[Reason for nomination as director]
Mr. Shogo Sakuraba has properly supervised decisions on important business issues and directors’
execution of duties as chairman of the board of directors by making good use of the experience andknowledge he has accumulated throughout his career and showing leadership in the center of the
management team since 2023 when he took office as President & CEO of Tamron Co., Ltd.

2The 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.
January 1997
Joined Tamron Co., Ltd.
April 2010
Executive Officer, Tamron Co., Ltd., Managing[Reappointment]
Director, TAMRON OPTICAL (FOSHAN) CO.,LTD.
Shenghai Zhang
April 2014
Senior Executive Officer, Tamron Co., Ltd.,
6,500 shares(January 7, 1960)
Managing Director, TAMRON OPTICAL(FOSHAN) CO., LTD.
March 2016
Director, Tamron Co., Ltd.
Tenure as Director
8 years
March 2020 Managing Director, Tamron Co., Ltd.
(current post)[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), Mold & Tooling Technology
Center and Risk Management.
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.

No.

Name
(Date of birth)[Reappointment]

Makoto Otani(January 17, 1962)
Tenure as Director
6 years3

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)
April 1984
April 2012

Joined Tamron Co., Ltd.
Executive Officer, General Manager, OEM
Component Business Unit, Tamron Co., Ltd.
March 2015 Executive Officer, General Manager, Industrial
Optics Business Unit, Tamron Co., Ltd.
April 2016
Senior Executive Officer, General Manager Industrial
Optics Business Unit, Tamron Co., Ltd.
March 2018 Director, Tamron Co., Ltd.
March 2023 Managing Director, Tamron Co., Ltd.
(current post)

Number of theCompany’s
shares held

2,300 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 incharge of the OEM Component Business Unit, Industrial Optics Business Unit, Quality Control &Assurance Supervision Unit, Optical Design & Engineering R&D Center, and 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.
December 2000
April 2012
[Reappointment]

Tomohide Okayasu(January 30, 1975)
Tenure as Director
6 years

4

Joined Tamron Co., Ltd.
Executive Officer, General Manager, ProductDevelopment Management & Administration Unit,
Tamron Co., Ltd.
January 2014
Executive Officer, General Manager, Imaging
Products Business Unit, Tamron Co., Ltd.
April 2016
Senior Executive Officer, Tamron Co., Ltd.
April 2017
Senior Executive Officer, Tamron Co., Ltd. Vice
Chairman, TAMRON USA, INC.
March 2018
Director, Tamron Co., Ltd.
March 2023 Managing Director, Tamron Co., Ltd.
(current post)

2,100 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, Procurement Management Unit, Corporate Strategy Unit, and CSR
and 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.

No.

Name
(Date of birth)

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

[Reappointment][Outside][Independent]

Yuichi Sato

(January 2, 1950)

5

Tenure as Director
6 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

Number of theCompany’s
shares held

500 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.
November 1993
April 1998
March 2000

6

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) Ju n e 2 01 9
Supervisory Director, MORI TRUST REIT, Inc.
(current post)
Audit
and Supervisory Committee Member, Japan Asia Investment Company, Limited
Ju
n
e
2
01
9
Tenure as Director(current post)
6 years[Important concurrent positions outside the Company]
Certified public accountant (the Harumi Katagiri CPA Office)Supervisory Director, MORI TRUST REIT, Inc.
Audit and Supervisory Committee Member, Japan Asia Investment Company, Limited- 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.

No.

Name
(Date of birth)

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)
October 2004
October 2004
February 2011
July 2016[Reappointment][Outside][Independent]

Eriko Ishii(January 3, 1981)

7

Tenure as Director
3 years

Registered as an attorney
Joined Mori Hamada & Matsumoto LPC
Registered as an attorney in the State of New York
Partner of Shin Saiwai Law Office(current post)
December 2018
Audit and Supervisory Committee Member of SmartDrive Inc.
(current post)
May 2019
Supervisory Auditor of Canadian Solar Infrastructure Fund, Inc.
(current post)
June 2019
Outside Corporate Auditor of ALMAD, INC.
(current post)
March 2021
Outside Director of the Company (current post)
March 2021
Audit and Supervisory Committee Member of Sun Asterisk Inc.
(current post)
October 2022
Executive Director of Ichigo Hotel REIT Investment
Corporation (current post)
June 2023
Outside Auditor of erex Co.,Ltd. (current post)[Important concurrent positions outside the Company]
Attorney (Partner of Shin Saiwai Law Office)
Audit and Supervisory Committee Member, SmartDrive inc.
Supervisory Director, Canadian Solar Infrastructure Fund, Inc.
Outside Corporate Auditor, ALMAD, INC.
Audit and Supervisory Committee Member, Sun Asterisk Inc.
Executive Director, Ichigo Hotel REIT Investment Corporation
Outside Auditor, erex Co.,Ltd.

Number of theCompany’s
shares held

500 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.

No.

Name

Brief career history, position and responsibility at Tamron Co., Ltd.

(Date of birth)(State of concurrent holding of important positions)
April 1973
April 1994
April 1998

[Reappointment][Outside][Independent]

Fumio Suzuki(November 3, 1948)

8

Tenure as Director
2 years

April 1999
Ju n e 1 99 9
Ju n e 2 00 3
Ju n e 2 00 7
Ju n e 2 00 8
Ju n e 2 01 5
March 2022

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
Outside Director of the Company (current post)

Number of theCompany’s
shares held

- shares[Reasons for nomination as outside director and expected roles]
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 believes that he will contribute to the achievement of
the continuous enhancement of the Group’s corporate value, utilizing his professional expertise.
Accordingly, he has been re-nominated for the position of 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, Ms. Eriko Ishii and Mr. Fumio Suzuki are currently outside directors of the Company, andtheir term of office as outside directors will be six years for Mr. Yuichi Sato and Ms. Harumi Katagiri, three years for Ms. Eriko
Ishii, and two years for Mr. Fumio Suzuki at the end 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, Ms. Eriko Ishii and Mr. Fumio Suzuki, 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, the Company
plans to extend these contracts with them.
5.
The Company's policy is to take out a directors and officers liability insurance policy with an insurance company as provided for in
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 concerningcompensation 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 this insurance policy. The
Company plans to renew the policy with the same content at next renewal.
6.
A summary of the action taken in response to the Company’s breach of laws and regulations and the Articles of Incorporation andother misconduct that occurred while Mr. Yuichi Sato, Ms. Harumi Katagiri, Ms. Eriko Ishii and Mr. Fumio Suzuki, who are
candidates for outside director, were in office is as stated in the Business Report (page 52).
7.
As Mr. Yuichi Sato, Ms. Harumi Katagiri and Ms. Eriko Ishii and Mr. Fumio Suzuki fulfill the requirements for independent
directors under the Company’s standards and the rules of Tokyo Stock Exchange, Inc. for the judgment of independence, theCompany applies the Tokyo 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 theirregistration as independent directors.

Proposal 4: Election of Four (4) Directors who are Audit & Supervisory Committee Members
The Company will be a company with an Audit & Supervisory Committee if Proposal 2: Partial Amendment of
Articles of Incorporation is approved and passed as proposed. Accordingly, the Company proposes the electionof four (4) Directors who will be Audit & Supervisory Committee Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
This proposal shall take effect when the amendments to the Articles of Incorporation in Proposal 2: Partial
Amendment of Articles of Incorporation become effective.
The candidate Directors who are Audit & Supervisory Committee Members are as follows:
Candidate
Name
Candidate attribute
Current position and duty in the Company
number1

Takahiro Yamaguchi(Male)[Newlyappointment]

Full-time Audit & Supervisory Board member[Newlyappointment]
2
Full-time Audit & Supervisory Board member[Outside][Independent][Newlyappointment]
Masaya Nara
3
Audit & Supervisory Board member[Outside](Male)[Independent][Newlyappointment]
Takashi Ueda
4
Audit & Supervisory Board member[Outside](Male)[Independent][Newly appointment] Candidate for newly appointment as Audit & Supervisory Committee Member[Outside] Candidate for outside Audit & Supervisory Committee Member[Independent] Candidate for Independent Audit & Supervisory Board Member
Takashi Hirayama(Male)

No.

Name(Date of birth)[Newly appointment]

Ta ka hi r o Y a ma gu chi(March 30, 1962)

1

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)
March 1982
April 2015

Joined the Company
General Manager of Internal Audit & Supervision
Board of the Company
A p r i l 2 0 2 3 Full time Corporate Auditor of the Company (current post)

Number of theCompany’s
shares held

1,200 shares[Reason for nomination]
Mr. Takahiro Yamaguchi has extensive experience in audit work as General Manager of Internal Audit &Supervision Board of the Company.
The Company expects that he will draw on this knowledge to exercise supervision over the performance of
duties by Directors and give advice from a specialist perspective and to participate in and supervise
decisions on the selection of candidates for officers of the Company, officers’ remuneration and othermatters from an objective and neutral standpoint, and decided to newly nominate him as candidate fordirector who is an Audit & Supervisory Committee Member.
April 1980

[Newly appointment][Outside][Independent]

Takashi Hirayama(June 27, 1957)

2

Joined the Saitama Bank, Ltd. (the present Saitama
Resona Bank, Ltd.)J u n e 2 0 0 5 Executive Officer, Saitama Resona Bank, Ltd.
October 2007 Retired from Saitama Resona Bank, Ltd.
January 2008 Managing Executive Officer in charge of financeand IPO preparation of AGS Corporation
J u n e 2 0 1 0 1 Corporate Auditor of AGS Business Computer
Corporation
M a y 2 0 1 1 General Manager of Information Processing
Division, Managing Executive Officer of AGS
Corporation
October 2015 Managing Executive Officer in charge of
operational audits of AGS Corporation
M a r c h 2 0 1 9 Full time Corporate Auditor of the Company(current post)

400 shares[Reasons for nomination as outside director and expected roles]
Mr. Takashi Hirayama has experience in a financial institution and audit department and served as corporate
auditor. He also has experience in the audit divisions of other companies.
The Company expects that he will draw on this knowledge to exercise supervision over the performance of
duties by Directors and give advice from a specialist perspective and to participate in and supervise
decisions on the selection of candidates for officers of the Company, officers’ remuneration and othermatters from an objective and neutral standpoint, and decided to newly nominate him as candidate foroutside director who is an Audit & Supervisory Committee Member.

No.

Name

(Date of birth)

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)
September 1990

3

Joined Yasuda Trust & Banking Co., Ltd. (thepresent Mizuho Trust & Banking Co., Ltd.)A p r i l 2 0 0 9 Executive officer, General Manager of Investment
Planning Division of Mizuho Trust & Banking Co.,Ltd.
J u n e 2 0 1 1 Full-time corporate auditor of Mizuho Trust &Banking Co., Ltd.
[Newly appointment][Outside]A p r i l 2 0 1 4 Senior managing director of Mizuho Realty Co., Ltd.
[Independent]
January 2017 Registered as an attorney
M a r c h 2 0 1 9 Audit & Supervisory Board Member of theCompany (current post)
Masaya Nara
January 2020 Partner of Torikai Law Office (current post)(September 3, 1945)J u n e 2 0 2 1 Outside Auditor of RISO KAGAKU CORPORATION(current post)
J u n e 2 0 2 2 Outside Director of Kumagai Gumi Co., Ltd.
(current post)［Important concurrent positions outside the Company]

Number of theCompany’s
shares held

200 shares

Attorney (Partner of Torikai Law Office)Outside Auditor, RISO KAGAKU CORPORATION
Outside Director, Kumagai Gumi Co., Ltd.
[Reasons for nomination as outside director and expected roles]
Mr. Masaya Nara has highly specialized expertise as a corporate director and auditor of other companies in
addition to experience as a lawyer.
The Company expects that he will draw on this knowledge to exercise supervision over the performance of
duties by Directors and give advice from a specialist perspective and to participate in and supervise
decisions on the selection of candidates for officers of the Company, officers’ remuneration and othermatters from an objective and neutral standpoint, and decided to newly nominate him as candidate foroutside director who is an Audit & Supervisory Committee Member.

No.

Name

(Date of birth)

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)
April 1981
May 1997
June 2003
April 2008
May 2009
June 2009[Newly appointment][Outside][Independent]

Takashi Ueda

May 2011
June 2011
May 2017
June 2017

April 2020

(May 15, 1957)

4

June 2020
May 2021

June 2021

March 2023
July 2023

Joined the Saitama Bank, Ltd (the present Saitama
Resona Bank, Limited)
General Manager of Isogo Branch of Asahi Bank,
Ltd. (the present Resona Bank, Limited andSaitama Resona Bank, Limited)
General Manager of Tokyo Sales Department 3 ofResona Bank, Limited
General Manager of Saitama Sales Department of
Saitama Resona Bank, Limited
Retired from Saitama Resona Bank, Ltd
Executive Officer in charge of the Tokyo
metropolitan area (Block) of Resona Bank, Limited
Retired from Resona Bank, Ltd
Senior Managing Director of Resona Card Co., Ltd.
Retired from Resona Card Co., Ltd.
Executive Officer In charge of Administration
General Affairs & Human Resources Dept.,
Administrative Management Unit and Overseas
Business Department of FUJISASH CO.,LTD.
Executive Officer in charge of Group Internal
Control and Audit Department of FUJISASH
CO.,LTD.
Director of FUJISASH CO.,LTD.
Executive Officer in charge of Group Internal
Control and Business Administrations Dept.,
Business Management Unit of FUJISASH
CO.,LTD.
Managing Executive Officer In charge of GroupInternal Control and Business Administrations
Dept., Business Management Unit of FUJISASH
CO.,LTD.
Audit & Supervisory Board Member of theCompany (current post)
President & CEO of Management Support
Consulting Ltd. (current post)

Number of theCompany’s
shares held

- shares［Important concurrent positions outside the Company]
President & CEO of Management Support Consulting Ltd.
[Reasons for nomination as outside director and expected roles]
Mr. Takashi Ueda has a wealth of management experience, having worked at a financial institution, served
as a director at other companies and as President at Management Support Consulting Ltd. He also has
experience of internal control and audit operations.
The Company expects that Mr. Ueda will draw on this knowledge to exercise supervision over the
performance of duties by Directors and give advice from a specialist perspective and to participate in andsupervise decisions on the selection of candidates for officers of the Company, officers’ remuneration andother matters from an objective and neutral standpoint, and decided to newly nominate him as candidate foroutside director who is an Audit & Supervisory Committee Member.

(Notes)1.
None of the candidates for directors have any special interest in the Company.
2.
Mr. Takashi Hirayama, Mr. Masaya Nara and Mr. Takashi Ueda are candidates for outside directors.
3.
Mr. Takashi Hirayama, Mr. Masaya Nara and Mr. Takashi Ueda are currently Audit & Supervisory Board Members of the Company,
and their terms of office as Audit & Supervisory Board Members for Mr. Takashi Hirayama and Mr. Masaya Nara will be five years
and a year for Mr. Takashi Ueda at the end 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.
Takahiro Yamaguchi, Mr. Takashi Hirayama, Mr. Masaya Nara and Mr. Takashi Ueda 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 amountstipulated under Article 425, Paragraph 1 of the Companies Act. When the re-elections of audit & supervisory board members theabove mentioned are approved, the Company plans to extend these contracts with them. Moreover, when the elections of Mr. Takahiro
Yamaguchi and Mr. Takashi Ueda are approved, the Company plans to extend foregoing contracts with them.
5.
The Company's policy is to take out a directors and officers liability insurance policy with an insurance company as provided for in
Paragraph 1, Article 430-3 of the Companies Act, and to use this insurance policy to compensate for any damages suffered by insured
parties include Company’s audit & supervisory board members 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 audit & supervisory board members the above mentioned, the Company will be included ininsured parties under this insurance policy. The Company plans to renew the policy with the same content at next renewal.
6.
A summary of the action taken in response to the Company’s breach of laws and regulations and the Articles of Incorporation andother misconduct that occurred while Mr. Takashi Hirayama, Mr. Masaya Nara and Mr. Takashi Ueda, who are candidates for directorsof Audit & Supervisory Committee Members, were in office is as stated in the Business Report (page 52).
7.
Mr. Takashi Hirayama, Mr. Masaya Nara and Mr. Takashi Ueda fulfill the requirements for being independent officers in accordancewith the Tokyo Stock Exchange’s rules and regulations and meet the standards for independence laid down by the Company. If
approval is given for both candidates to be appointed, the Company will register them as Independent Corporate Auditors. Moreover,when the elections of Mr. Takashi Ueda are approved, the Company plans to register him as independent audit & supervisory board
member.

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
and experience and backgrounds.
The professional knowledge and experience and backgrounds of the 12 candidates for Directors are as follows.
Name

Attribute

Businessmanagement

Shogo Sakuraba○

Shenghai Zhang○

Makoto Otani○

Tomohide
Okayasu○

Yuichi Sato
Harumi Katagiri
Eriko Ishii
Fumio Suzuki
Takahiro
Yamaguchi

Takashi
Hirayama

Masaya Nara

Takashi Ueda

[Outside][Independent][Outside][Independent][Outside][Independent][Outside][Independent][Full-time Audit &Supervisory
Committee
Member][Full-time Audit &Supervisory
Committee
Member][Outside][Independent][Audit &Supervisory
Committee
Member][Outside][Independent][Audit &Supervisory
Committee
Member][Outside][Independent]

Global

Production,
development

Sales,
marketing○○○

Finance,accounting

Legal

○

○

○
○

○

○

○

○

○
○
○
○

○

○
○

○

○

○

○

○

○

○

Proposal 5: Determination of the Amounts of Remuneration, etc. to be Paid to the Directors (Excluding
Directors Serving as Audit & Supervisory Committee Members)
The 75th Meeting held on March 29, 2022 approved a proposal setting the limit of the total amount for annual
monetary remuneration for all Directors at 550 million yen (including limit for annual monetary remuneration for
Outside Directors of 50 million yen). However, if Proposal 2 is approved and passed as proposed, the Company
will transition to a company with an Audit & Supervisory Committee. Accordingly, the Company once again
requests approval to set the limit of the total amount for annual monetary remuneration for all Directors (excluding
Directors who are Audit & Supervisory Committee Members; the same applies hereafter in this proposal) after
transition to a company with an Audit & Supervisory Committee at 550 million yen (including the limit for annual
monetary remuneration for Outside Directors of 50 million yen) and also proposes that decisions on the actual
amount paid to each Director, the timing of payment and other details should be based on a resolution of the Boardof Directors.
A meeting of the Company’s Board of Directors held on February 9, 2022 established a policy for determining
details of individual director compensation, etc.; however, the meeting of the Board of Directors held on February
21, 2024 resolved to change this policy as stated in page 53-54 of the Business Report on condition that Proposal
2: Partial Amendment of Articles of Incorporation, Proposal 5: Determination of the Amounts of Remuneration,etc. to be Paid to the Directors (Excluding Directors Serving as Audit & Supervisory Committee Members), andProposal 7: Determination of Amount and Details of Performance-linked Remuneration, etc. for Directors(Excluding Directors who are Audit & Supervisory Committee Members and Outside Directors) are approved as
proposed. The amount of remuneration, etc. in this proposal is fixed remuneration and performance-linked
remuneration to be paid based on the policy as amended and is judged appropriate. The proposed remuneration,etc. does not include employee wages of Directors who concurrently serve as employees.
Upon approval of Proposal 2: Partial Amendment of Articles of Incorporation and Proposal 3: Election of Eight
Directors (Excluding Directors Serving as Audit & Supervisory Committee Members), as proposed, the number of
Directors will be eight (including four Outside Directors).
This proposal shall take effect when the amendments to the Articles of Incorporation in Proposal 2: Partial
Amendment of Articles of Incorporation become effective.

Proposal 6: Determination of the Amounts of Remuneration, etc. to be Paid to the Directors Serving as Audit& Supervisory Committee Members
If Proposal 2: Partial Amendment of Articles of Incorporation is approved and passed as proposed, the Company
will transition to a company with an Audit & Supervisory Committee. Accordingly, the Company requests
approval to set the limit of the total amount for annual monetary remuneration for Directors who are Audit &Supervisory Committee Members after transition to a company with an Audit & Supervisory Committee at 70
million yen and also proposes that decisions on the actual amount paid to each Director who is an Audit &Supervisory Committee Member, the timing of payment and other details should be based on consultation among
Directors who are Audit & Supervisory Committee Members. The Company has determined that the amount of
remuneration, etc. in this proposal is appropriate in light of the duties of Directors who are Audit & Supervisory
Committee Members.
If Proposal 2: Partial Amendment of Articles of Incorporation and Proposal 4: Election of Four Directors who are
Audit & Supervisory Committee Members are approved as proposed, the number of Directors who are Audit &Supervisory Committee Members will be four.
This proposal shall take effect when the amendments to the Articles of Incorporation in Proposal 2: Partial
Amendment of Articles of Incorporation become effective.

Proposal 7: Determination of Amount and Details of Performance-linked Remuneration, etc. for Directors(Excluding Directors who are Audit & Supervisory Committee Members and Outside Directors)
1. Reasons for the proposal and reasons why the Company regards that its compensation plans are reasonable
The Company obtained approval for the introduction of a stock compensation system (hereinafter referred to as“the System”) using a trust for its Directors (excluding Outside Directors) at the 71st Meeting held on March 28,
2018, and has been operating the System to the present; however, if Proposal 2: Partial Amendment of Articles ofIncorporation is approved and passed as proposed, the Company will transition to a company with an Audit &Supervisory Committee and would, therefore, like to partially amend the details of the System and to then reset thecompensation limit for the System as a compensation limit for Directors (excluding Directors who are Audit &Supervisory Committee Members and Outside Directors) after transition to a company with an Audit &Supervisory Committee.
Like the current compensation limit for the System, this compensation limit shall be set separately from the
remuneration limit for which approval has been requested in Proposal 5: Determination of the Amounts ofRemuneration, etc. to be Paid to the Directors (Excluding Directors Serving as Audit & Supervisory Committee
Members). Determination of the details will be let to the Board of Directors to the extent defined below.
The System has been introduced for the purpose of clarifying the linkage between Directors’ remuneration and theCompany’s business performance and share value and raising awareness among Directors of the need to contributeto improving the Company’s performance and increasing its corporate value over the medium to long term by not
only benefiting from a rise in the share price but also bearing the risk of a fall in the share price and sharing thebenefits and risks of share price fluctuations with shareholders. However, the Company intends to further improve
the incentive effect by changing the timing of the delivery of the Company’s shares to Directors under the Systemfrom the time of retirement to the time of service, and by attaching a restriction on the transfer of the Company’s
shares until retirement.
A meeting of the Company’s Board of Directors held on February 9, 2022 established a policy for determining
details of individual director compensation, etc.; however, the meeting of the Board of Directors held on February
21, 2024 resolved to change this policy as stated in page 53-54 of the Business Report on condition that Proposal
2: Partial Amendment of Articles of Incorporation, Proposal 5: Determination of Amount of Remuneration, etc. for
Directors (Excluding Directors who are Audit & Supervisory Committee Members), and Proposal 7: Determinationof Amount and Details of Performance-linked Remuneration, etc. for Directors (Excluding Directors who are Audit& Supervisory Committee Members and Outside Directors) are approved as proposed. This proposal is necessary
and reasonable to provide remuneration, etc. in accordance with the policy after the changes. Based on the reasons
above, the Company believes that the content of this proposal is appropriate.
This proposal has been submitted, taking into consideration the results of deliberation by the Compensation
Committee, which is chaired by an Outside Director and which has been established by the Board of Directors.
If Proposal 2: Partial Amendment of Articles of Incorporation and Proposal 3: Election of Eight Directors(excluding Directors serving as Audit & Supervisory Committee Members) are approved and passed as proposed,
the number of Directors (excluding Directors who are Audit & Supervisory Committee Members and Outside
Directors; hereafter “Directors”) eligible under the System will be four.
The resolution on this proposal shall take effect when the amendments to the Articles of Incorporation in Proposal
2: Partial Amendment of Articles of Incorporation become effective.
2. Amount and content of remuneration, etc. under the System

－

29

－

(1) Overview of the System
The System is a stock compensation plan where a trust (already established; hereafter “the Trust”)
established and paid for by the Company acquires common shares of the Company (hereafter the“Company’s shares”) and delivers them to each Director according to the number of points that theCompany grants to each Director.
If the proposal is approved and passed as proposed, shares to be delivered in proportion to points granted to
Directors as consideration for the execution of their duties during a period after the month in which theclosing date of the Meeting falls, shall be provided subject to the conclusion of a transfer restriction
agreement between the Company and each Director as described in 3 below.
The time when Directors receive delivery of the Company’s shares was previously set at the time of theirretirement from office. However, if this proposal is approved as originally proposed at the Meeting, theCompany’s shares, which will be delivered according to the points to be granted to Directors as
consideration for the execution of their duties during the period after the month in which the closing date of
the Meeting falls, shall be provided not at the time of their retirement but within a prescribed period eachfiscal year during the trust period in principle (as described above, with the restriction of transfer up to thetime of retirement).
(i) Persons eligible for the System

Directors (excluding those who are Audit & Supervisory
Committee Members and Outside Directors)(ii) Applicable period

It shall start from the day following the closing date of
the Meeting and last until the closing date of the Meetingin March 2027.
(However, subject to a resolution by the Board of
Directors, the period from the day after the closing dateof the Meeting in March 2027 to the closing date of the
Meeting in March 2030 may be established as a new
applicable period, and the same shall apply thereafter.)(iii) Maximum amount to be contributed by the

Total of 450 million yen

Company as funds for acquiring the Company’s
shares required for delivery to the persons eligiblein (i) during the applicable period (three full years)in (ii)(iv) Method of acquiring the Company’s shares

Method of disposing of treasury shares or method ofacquiring the Company’s shares from the exchange
market (including off-floor trading)(v) Maximum number of points to be granted to thepersons eligible in (i)480,000 points each applicable period (three full years)(vi) Criteria for granting points

Points will be granted according to the position and thedegree of achievement of performance targets, etc.

(vii) Timing of delivery of the Company’s sharesto the persons eligible in (i)At a fixed time each fiscal year during the trust period(viii) Transfer restriction period stipulated in the

From the date of receipt of the Company’s shares to theTransfer Restriction Agreement provided for in 3.

date of retirement as a Director of the Company

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* The number of the Company’s shares delivered depends on the number of points granted. As stated in(3) (ii) later, one point equates to 0.5 share of the Company but from July 1, 2024 one point equates to
one share of the Company.
(2) Maximum amount of funds provided by the Company
The Company will, upon extending the trust period for the Trust, additionally contribute funds in the amountof up to 450 million yen in total to the Trust as additional funds for acquiring the Company’s shares requiredfor delivery of the Company’s shares to Directors under the System during the initial applicable period in (1)(ii) above as compensation for Directors who are in office during said applicable period. The Trust will use
funds held by the Trust (including those additionally entrusted by the Company, as well as any funds
remaining in the Trust) to acquire the Company’s shares by way of the disposal of treasury shares by theCompany or share purchases on stock exchanges (including off-floor trading).
Note: The funds which are actually additionally entrusted to the Trust by the Company willconsist of the abovementioned funds to acquire the Company’s shares plus any expectednecessary expenses, including trust fees and trust administration fees.
The Company may, based on the decision of its Board of Directors, set successive three-year applicable
periods after the end date of the initial applicable period as new applicable periods and further extend the trust
period of the Trust accordingly (including extending the trust period in effect by transferring the trust assets of
the Trust to a trust with the same purpose as that of the Trust established by the Company; the same applies
hereinafter), and continue the System. In this case, the Company will additionally contribute to the Trust funds
up to the amount of 450 million yen as funds for additionally acquiring the Company’s shares necessary fordelivery to Directors under the System during the relevant extended applicable period, and will continue thegranting of points and the delivery of the Company’s shares described in (3) below (the same applies after the
relevant applicable period ends).
Even if the System does not continue, if, at the time of expiration of the trust period, there are Directors who
have been granted points under the System but not yet retired from office, the Company may extend the trust
period of the Trust until the relevant Directors retire from office and the delivery of the Company’s shares iscompleted.
(3) Method of calculating the Company’s shares delivered to Directors and maximum amount(i) Method for granting points to Directors
The Company will, pursuant to the Share Delivery Regulations established by its Board of Directors, grant
points to each Director according to their position and degree of achievement of performance targets, etc.
on the point grant date (in principle, every fiscal year) during the trust period stipulated in the sharedelivery rules.
However, the total number of points granted to Directors shall not exceed 480,000 points per eachapplicable period (three full years).
(ii) Delivery of the Company’s shares based on number of points granted
Directors will receive the Company’s shares according to the number of points granted as described in (i)and through the procedure described in (iii) below. However, the delivery of the number of theCompany’s shares corresponding to the number of points granted before the revision of the System asconsideration for the execution of duties during a period prior to a month to which a closing date of the
Meeting belongs shall be made in accordance with the resolution passed at the 71st Meeting (hereinafterreferred to as the “Previous Resolution”) held on March 28, 2018.
One point equates to 0.5 share(*) of the Company. In addition, if a situation arises where it is deemed
reasonable to make adjustments to the number of the Company’s shares per point due to stock splits orstock consolidation, the Company shall make adjustments to the number of the Company’s shares per
point according to such split ratio, consolidation ratio, etc.
*Due to a 2-for-1 stock split (splitting at the rate of two common shares for one) that will be
implemented with the effective date of July 1, 2024 as announced on February 8, 2024 in the
Notice of Stock Split and Partial Revisions to the Articles of Incorporation due to Stock Split,
one point will be granted for one share of the Company to be delivered on and after the said
effective date. Meanwhile, for points granted before the revision of the System as consideration
for the execution of duties during a period prior to the month to which the closing date of the
Meeting falls, the corresponding number of shares of the Company per point shall be two on
and after the relevant effective date.
(iii) Delivery of the Company’s shares to Directors
On the condition that he/she conclude a transfer restriction agreement with the Company as described in 3

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below and go through other prescribed beneficiary determination procedures, each Director, as abeneficiary of the Trust, will acquire beneficial interests in the Trust and receive delivery of theCompany’s shares in (ii) above from the Trust, in principle, in each fiscal year during the trust period.
However, as described in (ii) above, with respect to the Company’s shares corresponding to the numberof points granted before the revision of the System as consideration for the execution of duties during theperiod prior to the month in which the closing date of the Meeting falls, each Director, as a beneficiary of
the Trust, shall receive delivery from the Trust at the time of his/her retiring from office, in principle,
pursuant to the Previous Resolution.
If the Company’s shares held in the Trust are converted into cash, for example, settlement following anapplication for a tender offer, the Company may deliver money (the relevant amount of cash converted) inplace of the Company’s shares.
(4) Exercising voting rights
Voting rights associated with the Company’s shares held in the Trust shall, under the instruction of the trust
administrator independent of the Company or any officers of the Company, not be exercised at all. Thisapproach is intended to ensure neutrality towards the management of the Company with respect to the exercise
of voting rights associated with the Company’s shares held in the Trust.
(5) Handling of dividends
Dividends of the Company’s shares held in the Trust will be received by the Trust, and used for acquiring theCompany’s shares as well as for the trust fees to be paid to the trustee with respect to the Trust.
3. Transfer restriction agreement on the Company’s shares to be delivered to Directors
With respect to the Company’s shares to be delivered in proportion to points granted to Directors as consideration
for the execution of their duties during a period after the month in which the closing date of the Meeting falls, if
this proposal is approved and passed as proposed, the Company and the Director shall enter into a transfer
restriction agreement (hereinafter referred to as the “Transfer Restriction Agreement”) that includes the following
details (each Director shall receive delivery of the Company’s shares subject to the conclusion of the Transfer
Restriction Agreement).
However, in the case of the Company’s shares delivered after the date of retirement, common shares without any
restrictions on transfer shall be delivered. In this case, the Trust may convert a certain percentage of theCompany’s shares to be delivered into cash to enable the Company to withhold funds for payment of tax such as
withholding income tax, and money may then be delivered in place of the Company’s shares.
(1) Transfer restriction period
Directors may not transfer, create a security interest in, or otherwise dispose of shares delivered under the
System (hereinafter referred to as the “Delivered Shares”) during the period from the date of receipt of delivery(or the date of receipt of each delivery in the case of multiple deliveries) to the date of retirement from theiroffice (hereinafter referred to as the “Transfer Restriction Period”) (hereinafter referred to as the “Transfer
Restrictions”).
If a Director who was not an Audit & Supervisory Committee Member retires from this role and then becomesa Director serving as an Audit & Supervisory Committee Member, the Transfer Restriction Period may be
adjusted.
Directors shall manage the Delivered Shares in accounts at a securities firm designated by the Company for the
purpose of keeping the Delivered Shares separate from shares already held by Directors during the Transfer
Restriction Period.
(2) Acquisition of the Delivered Shares without consideration(i) If a Director attempts to dispose of all or part of the Delivered Shares by transfer, creating a security interest
or otherwise, in violation of (1) above, the Company shall automatically acquire all of the Delivered Shares
without consideration.
(ii) If a Director falls under any of the following during the Transfer Restriction Period, the Company shall
automatically acquire all of the Delivered Shares without consideration as of the time the Director falls under
any of the following.
i) Where the Director is sentenced to imprisonment or heavier punishmentii) Where a petition for the commencement of bankruptcy proceedings, the commencement ofcivil rehabilitation proceedings, or the commencement of other similar proceedings was filed
by or against the Directoriii) Where the Director retires from the position of Director due to reasons other than expirationof term of office, mandatory retirement age, death or any other justifiable reasons(iii) If a Director falls under any of the following during the Transfer Restriction Period, the Company shall, by
giving written notice to the Director that it will acquire the Delivered Shares without consideration,
automatically acquire all of the Delivered Shares without consideration (however, in the case of ii), if it is

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determined to be appropriate to acquire a portion of the Delivered Shares, only such portion of the Delivered
Shares shall be acquired) as of the time such notice is received.
i) Where the Company’s Board of Directors deems that the Director was engaged in operations
that were in competition with the business of the Company or became an officer or employee ofa competitor corporation or other competitor organization (unless the Company’s prior written
authorization was obtained)ii) Where the Board of Directors of the Company recognizes that the Director has violated laws
and regulations, the internal rules of the Company, or the Agreement in a material respect, or
where the Board of Directors of the Company otherwise determines that it is appropriate for theCompany to acquire the Delivered Shares without consideration.
iii) Where the Board of Directors of the Company recognizes that the Director has acted in sucha way that has damaged the Company’s reputation or caused significant damage to theCompany.
(3) Measures to be taken in relation to organizational restructuring, etc.
Notwithstanding (1) above, if any of the following matters is approved at a General Meeting of
Shareholders of the Company (or the Board of Directors of the Company if the approval of theCompany’s Meeting is not required in ii) and in the case of vi)) during the Transfer Restriction Period(provided, however, that this only applies if the date set forth in the following (hereinafter referred to as
the “Effective Date of Organizational Restructuring, etc.”) arrives before the expiration of the Transfer
Restriction Period), the Transfer Restrictions shall be terminated as of the time immediately preceding thebusiness day immediately preceding the Effective Date of Organizational Restructuring, etc.
i) Merger agreement under which the Company is to be dissolved
Effective date of the mergerii) Absorption-type company split agreement or an incorporation-type company split plan underwhich the Company will be a split company (limited to cases where the Company delivers all orpart of the consideration for the split, which is to be delivered as a result of such company split,
to shareholders of the Company on the effective date of the company split)
Effective date of the company splitiii) Stock swap agreement or share transfer plan under which the Company will be a wholly
owned subsidiary
Effective date of stock swap or share transferiv) Consolidation of shares (limited to cases where the shares to be owned by the Director willbe less than one due to the said consolidation of shares)
Effective date of consolidation of sharesv) Acquisition of all common shares of the Company carried out as the acquisition of sharessubject to class-wide call provided for in Article 108, Paragraph (1), item (vii) of the Companies
Act
Date of acquisition stipulated in Article 171, Paragraph (1), item (iii) of the Companies Actvi) Demand for cash-out for the Company’s common shares (meaning the Demand for CashOut set forth in Article 179, Paragraph (2) of the Companies Act)
Date of acquisition prescribed in Article 179-2, Paragraph (1), item (v) of the Companies Act(4) Other matters to be determined by the Board of Directors
In addition to the above, the Transfer Restriction Agreement includes means of manifesting intentions andproviding notice in the Transfer Restriction Agreement, methods for revising the Transfer Restriction
Agreement, and other matters to be determined by the Board of Directors.

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End