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, 2020
To Shareholders
Shiro Ajisaka
President & CEO
Tamron Co., Ltd.
1385 Hasunuma, Minuma-ku, Saitama,
Saitama Prefecture, JapanNOTICE OF CONVOCATION OF THE
73rd ORDINARY GENERAL MEETING OF SHEREHOLDERS
Tamron Co., Ltd. (the “Company”) hereby notifies you that the 73rd Ordinary General Meeting of
Shareholders of the Company (the “Meeting”) will be held as follows. Your attendance isrespectfully requested.
If you do not expect to attend the Meeting, you may exercise your voting rights in writing or by the Internet, etc.
After reviewing the following Reference Documents for General Meeting of Shareholders, please exercise yourvoting rights according to the instructions described below by no later than 5:20 p.m. on Wednesday, March 25, 2020
(Japan time).
1.
2.

3.

Date and Time 10 a.m. on Thursday, March 26, 2020 (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 73rd term (from January 1, 2019 to December 31, 2019),
consolidated financial statements for the 72nd 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 73rd term (from January 1, 2019
to December 31, 2019)
Resolutions
Proposal 1:
Appropriation of surplus
Proposal 2:
Stock acquisition of New Well Co., Ltd. (Acquisition based on procedures equivalent to thosefor treasury stock acquisition from specific shareholders)
Proposal 3:
Election of eleven (11) directors

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 Wednesday, March 25, 2020.
(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 Wednesday,
March 25, 2020.
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).

Guidance Notes on the Exercise of Voting Rights via the Internet, etc.
If you exercise your voting rights on the Internet or by any other similar means, you must acknowledge thefollowing conditions.
1. Website for exercise of voting rights
You can exercise your voting rights on the Internet only by using the website for the exercise of voting rights
indicated below as designated by the Company.
Address of website for exercise of voting rights: https://www.web54.net
2. Treatment of exercise of voting rights(1) If you exercise your voting rights on the Internet, use the code for the exercise of voting rights and thepassword indicated on the enclosed form for the exercise of voting rights and enter your vote for or against the
proposals according to the instructions on the screen.
(2) The deadline for the exercise of voting rights is 5:20 p.m. on Wednesday, March 25, 2020.
(3) If you exercise your voting rights both in writing and online, only the voting rights you exercise online will becounted. If you exercise your voting rights more than once online, only the voting rights you exercise last will
be counted.
(4) The shareholders are required to bear the fees and charges for providers and telecommunications carriers (suchas connection fees) upon using the website for the exercise of voting rights.
3. Treatment of the password and the code for the exercise of voting rights(1) The password is important information for confirming that the person casting a vote is the shareholder who has
the voting rights. The password must be carefully handled in the same way as the stamp for the seal andpersonal identification number.
(2) If you fail to enter the correct password a certain number of times, you will not be able to use this password. If
you need to request the reissue of the password, please follow the procedures according to the instructions on
the screen.
(3) The code for the exercise of voting rights that is stated on the form for the exercise of voting rights is effective
only for this general meeting of shareholders.
4. Contact information for inquiries about the method of operation of personal computers, etc.
(1) For questions about how to operate personal computers and other devices in the exercise of voting rights on thewebsite described above, please contact the following entity.
Sumitomo Mitsui Trust Bank, Limited, telephone number exclusively for custody service web support:[Phone] 0120 (652) 031 (Toll-free in Japan only)(Available 9:00 a.m. - 9:00 p.m.)(2) For any other inquiries, please contact the following entity.
(i) Shareholders with an account with a securities company
Shareholders with an account with a securities company are required to contact your securities company.
(ii) Shareholders without an account with a securities company (shareholders with a special account)
Securities Business Center of Sumitomo Mitsui Trust Bank, Limited[Phone] 0120 (782) 031 (Toll-free in Japan only)(Available 9:00 a.m. - 5.00 p.m. except for Saturdays, Sundays and holidays)
5. Use of the platform for the electronic exercise of voting rights (for institutional investors)
Institutional investors may exercise the voting rights for this general meeting of shareholders electronically via
the platform for the electronic exercise of voting rights operated by ICJ, Inc.

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 43 yen, mainly taking into consideration that performance through the fiscal year
surpassed expectations.
The total annual dividends will be the highest dividends in Tamron history of 68 yen per share, together with theinterim dividends of 25 yen, which were already paid in September 2019. The dividend payout ratio will be 32.8%,
on consolidated basis.
(1)

Type of dividend
Cash

(2)

Matters concerning allocation of dividend and its total amount
43.00 yen per one common share of the Company
Total amount of dividend 1,114,579,178 yen(3)

Effective date of the dividend from surplus
March 27, 2020

Proposal 2: Stock acquisition of New Well Co., Ltd. (Acquisition based on procedures equivalent to those fortreasury stock acquisition from specific shareholders)
The Company adopted a resolution at the Board of Directors’ meeting held on February 18, 2020 to acquire theoutstanding stock of New Well Co., Ltd. (“New Well”), making it the Company’s wholly owned subsidiary (the“Transaction”), subject to approval at this ordinary general meeting of shareholders.
New Well, the party to acquire the stocks from, is an asset managing company owned by the family of the founder of
Tamron Co., Ltd. with the vast majority of its assets being comprised of stocks of the company, and it is under theconsideration of Tamron to buy them back at some point in the future to retain as the treasury stock. Under thosecircumstances and in order to keep fairness to our shareholders and investors while ensuring transparency of theTransaction, it is deemed appropriate to initiate the procedures in a manner equivalent to acquiring the company’s
own stocks retained by specific shareholders in conformity with the provisions of paragraph 1 of the Article 156,
paragraph 1 of the Article 160 and the Article 161 of the Companies Act.
Accordingly, the Company would like to ask its shareholders to approve the Transaction.
1. Background of the stock acquisition
Tamron’s fundamental corporate policy is to consider R&D, capital expenditure, and other investments to solidify
its management structure, develop new businesses, and make other improvements from a long-term perspective,
strive to pay dividends commensurate with business performance, and maintain stable profit sharing withshareholders, focusing on continuous dividend payment with a payout ratio of approximately 35%.
Equally important is the enhancement of capital efficiency by exercising proactive management of equity vividly
responding to the ever-changing business environment.
In November 2019, Tamron and its founder’s family agreed to initiate discussions on the purchase of stocks of
New Well, an asset management company of the founder’s family, by Tamron, taking into account factors such as
the current absence of the founder’s family in the management of Tamron. The number of stocks of Tamron heldby New Well as of February 18, 2020, was 4,898,000, representing 18.87% of the total number of shares
outstanding of Tamron, which was 25,950,000. Subsequently, the founder’s family offered Tamron a certain
discount on the market price of Tamron stocks held by New Well.
In light of this situation, Tamron has considered practical measures and has held discussions with the founder’sfamily, taking into consideration its financial position, to prevent a potential decline in stock value if Tamron were
to decline the offer and such a substantial number of stocks were put into market in a short period of time, causing
an undesirable negative impact to the benefit of Tamron’s shareholders.
After thorough assessment and deliberation, Tamron has reached to a conclusion that it would be best served toacquire stocks of New Well as proposed on the ground that: (1) it is possible to use the Transaction as a leveragefor enhancing the stock value for the shareholders by virtue of increasing the earning per share (EPS); (2)Tamron will be able to buy back its own stocks at a discounted amount relative to the prevailing market value,
realizing a lower acquisition cost for our own stocks compared to the regular transaction on the market; (3) and toaccept the proposed offer will result in mitigating the risk of unexpected disadvantage to the shareholders should
the stocks owned by New Well be traded in the open market with significant numbers, thus contributing to thebenefit of all the shareholders of the company.

As for the fund required to procure the stocks of New Well, Tamron is prepared to allocate the whole amount fromthe company’s own cash on hand. Since the total amount of cash and money in deposit as of December 31, 2019
stood at 28,384 million yen, it will be sufficient to cover the payment in full. In addition, cash-flow to begenerated through our regular business operations will be positively accumulated going forward. In view of thosecircumstances, sanity and stability of the company’s financial standing shall remain intact even after completion of
the Transaction.
New Well is an asset management company whose principal business is to hold the Company’s stock. Accordingly,
the Company is considering, although nothing has been determined at this point of time, to integrate New Wellthrough an absorption-type merger with the Company as the surviving company, after the acquisition of New
Well’s stock, and to hold the acquired stock as the Company’s treasury stock.
In terms of the disposition of Tamron’s own stocks after the acquisition, Tamron plans to retain a portion of them astreasury stocks, taking into account the potential for effective use such as future M&As, and to retire the rest to
increase shareholder value and capital efficiency.
2. Details of the Transaction(1) Type of stock to be acquired
Common stock of New Well(2) Number of stocks to be acquired
7,140 stocks(3) Content of monies, etc. to be delivered in exchange for the acquisition of the stockCash(4) Total amount of monies, etc. to be delivered in exchange for the said acquisition
For valuation of the company’s stocks currently retained by New Well, clear and objective indicators should be
employed and it is deemed appropriate to reflect a reasonable prevailing market unit price of the common
stocks. Weighing the interest of the shareholders benefit as the top priority, the scheme is being laid out to fix
the per share value not exceeding the current market price in order to minimize the spill of the assets outside
the company.
To be more specific, a scheme is set to compare (1) the value obtained by multiplying 0.94 on the averageclosing price at Tokyo Stock Exchange Market for the three consecutive months from November 18, 2019
through February 17, 2020, which comes up to Yen 2,385, and (2) the closing price at TSE as of March 25,
2020, namely one day prior to the date of the 73rd ordinary General Shareholders Meeting of the company,
then adopt the lower of the two, which shall be taken as the per share value of the stocks for acquisition.
The acquisition value of the stocks of New Well will be determined based on the value of its assets other than
the stocks of Tamron held by New Well as appraised by a third party (Hayabusa Audit Corporation) and thevalue of the stocks of Tamron held by New Well calculated by the method described above.
The estimated acquisition value of New Well’s stock is 14,477 million yen, which is derived from the valuationof the Company’s stock held by New Well based on the average closing price of the Company’s shares on
Tokyo Stock Exchange for the three months from November 18, 2019 until February 17, 2020 multiplied by
0.94.
(5) Counterparty to the acquisition
Mr. Hiroaki Arai, Representative Director of New Well, and six of his relatives(6) Period during which the acquisition of the stock is allowed
From the day of the conclusion of this ordinary general meeting of shareholders until March 31, 2020

(7) OtherIn executing the Transaction, procedures equivalent to those for treasury stock acquisition from specificshareholders (in these procedures, New Well and its shareholders shall not be able to exercise their voting
rights associated with the Company’s shares) will be followed. Shareholders’ rights under Paragraphs 2 and 3
of Article 160 of the Companies Act shall not arise with respect to shareholders of the Company, excluding thecounterparty to the Transaction, because the evaluated value of the Company’s stocks held by New Well,among its assets, does not exceed the value obtained by the method specified in Article 161 of the Companies
Act and Item 1 of Article 30 of the Ordinance for Enforcement of the Companies Act, as stated in (4) above.

Proposal 3: Election of eleven (11) directors
The terms of office of all of the twelve (12) directors will expire at the end of this Meeting.
Accordingly, it is hereby proposed to appoint eleven (11) directors including two (2) outside directors; a decreaseof one (1) director.
The candidates for the directors are as follows:

Candidatenumber1

Name

Shiro Ajisaka

Candidate attribute[Reappointment]

Current position and duty in the
Company

President & CEO

Attendanceat Board of
Directors’
meeting(FY2019)

18/18
meetings
100%

2

Shogo Sakuraba[Reappointment]

3

Masayuki Abo[Reappointment]

4

Koji Masunari[Reappointment]

5

Yasuki Kitazume[Reappointment]

6

Hiroshi Otsuka[Reappointment]

7

Shenghai Zhang[Reappointment]

8

Makoto Otani[Reappointment]

9

Tomohide Okayasu[Reappointment]

Corporate Vice President
in charge of the Optical Design &Engineering R&D Unit, the Core Technology& Engineering R&D Unit and the OptoScience R&D Center
Corporate Vice President
in charge of Production Management &Administration Unit and the Core Technology& Engineering R & D UnitManaging Director
in charge of the Industrial Optics Business
Unit and the ComplianceManaging Director
in charge of the Accounting & Financial
Management Unit, the Quality Control &Assurance Supervision Unit and the Internal
Control
Directorin charge of the Corporate Business Planning＆ Administration Board, the Legal & IP
Management Board, CSR Implementation &Administration and Investors Relations
Directorin charge of the Mold & Tooling Technology
Center and Subsidiaries Overseas for
manufacturing
Directorin charge of the OEM Component Business
Unit and the New Business Development
Group
Directorin charge of the Imaging Products Business
Unit and the Product Development
Management & Administration Unit

[Reappointment]
10

Yuichi Sato

[Outside][Independent]

Harumi Katagiri[Outside][Independent][Reappointment] Candidate for reappointment as director[Outside] Candidate for reappointment as outside director[Independent] Independent director

meetings
100%
18/18
meetings
100%
17/18
meetings
94.4%
18/18
meetings
100%
18/18
meetings
100%
18/18
meetings
100%
18/18
meetings
100%
17/18
meetings
94.4%
18/18

Outside Director

meetings
100%

Outside Director

meetings
100%[Reappointment]
11

18/18

18/18

No.

Name
(Date of birth)

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

[Reappointment]

Shiro Ajisaka(July 17, 1954)

1

January 2008
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, Tamron Co., 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

13,700 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.
April 1981
January 2005
[Reappointment]

January 2008
Shogo Sakuraba(April 1, 1958)

2

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)

6,300 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 Unit, the Core Technology & Engineering R&D Unit and theOpto-Science R&D 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.

No.

Name
(Date of birth)

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)
March 1971
August 1999
January 2005

[Reappointment]

January 2007

Masayuki Abo

January 2008

(September 11, 1954)

January 2011
March 2014
March 2016
March 2018

3

Joined Tamron Co., Ltd.
Managing Director, TAMRON OPTICAL(FOSHAN) CO., LTD.
Executive Officer, Assistant General Manager,
Production Management & Administration 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.
Senior Executive Officer, General Manager, Process
Technology & Engineering Unit, Tamron Co., Ltd.
Director, Tamron Co., Ltd.
Senior Managing Director, Tamron Co., Ltd.
Corporate Vice President, Tamron Co., Ltd.
(current post)

Number of theCompany’s
shares held

9,500 shares[Reason for nomination as director]
After becoming a director of the Company in 2014, Mr. Masayuki Abo has been responsible for the
management of the Company utilizing his accumulated experience, insight and knowledge, and is in chargeof Production Management & Administration Unit and the Core Technology & Engineering R & D 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.

[Reappointment]

April 1978
April 2012
April 2014

Koji Masunari(November 26, 1955)

4

March 2015
March 2016

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.
(current post)

3,200 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.

No.

Name
(Date of birth)

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)November 2003
January 2007

[Reappointment]

April 2010
Yasuki Kitazume(June 25, 1957)

5

March 2016
March 2018

Joined Tamron Co., Ltd.
Executive Officer, General Manager, Accounting& Financial Management Unit, Tamron Co., Ltd.
Senior Executive Officer, General Manager,
Accounting & Financial Management Unit,
Tamron Co., Ltd.
Director, Tamron Co., Ltd.
Managing Director, Tamron Co., Ltd.
(current post)

Number of theCompany’s
shares held

3,600 shares[Reason for nomination as director]
After becoming a director of the Company in 2016, Mr. Yasuki Kitazume has been responsible for the
management of the Company utilizing his accumulated experience, insight and knowledge, and is in chargeof the Accounting & Financial Management Unit, the Quality Control & Assurance Supervision Unit andthe Internal Control.
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.
Ju n e 2006
April 2010

[Reappointment]

January 2015
Hiroshi Otsuka(November 11, 1959)

6

April 2015

March 2016

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.
(current post)

6,800 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 Business Planning ＆ Administration Board, the Legal & IP Management Board, 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.

No.

Name
(Date of birth)

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)January 1997
January 2006

[Reappointment]

April 2010

Shenghai Zhang

April 2014

(January 7, 1960)

March 2016
7

Joined Tamron Co., Ltd.
Managing Director, TAMRON OPTICAL(FOSHAN) 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.
(current post)

Number of theCompany’s
shares held

4,900 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 Mold & Tooling Technology Center and Subsidiaries Overseas for manufacturing.
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 1984
April 2012
[Reappointment]

March 2015
Makoto Otani

April 2016

(January 17, 1962)

March 20188

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)

1,300 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 in chargeof the OEM Component Business Unit and the New Business Development Group.
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)
December 2000
April 2012

[Reappointment]

January 2014
Tomohide Okayasu(January 30, 1975)

April 2016
April 2017
March 2018

9

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

1,100 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 and the Product Development Management & Administration 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
January 1980
[Reappointment][Outside][Independent]

Yuichi Sato

April 1983
April 1994
April 2010
April 2013

(January 2, 1950)

April 201410
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

100 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]
Mr. Yuichi Sato has served as an academic administrator and vice president of a university in the past andhas professional expertise. The Company expects 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.

－

13

－

Name
(Date of birth)No.

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

Joined Asahi & Co. (now KPMG AZSA LLC)
Registered as a certified public accountant in Japan
Joined Century Audit Corporation (now Ernst &Young ShinNihon LLC)
July 2009
Member of Ernst & Young Shin Nihon LLC
July 2017
Opened the Harumi Katagiri certified public[Reappointment]
accountants’ office[Outside](current post)[Independent]
March 2018 Outside Director, the Company(current post)
Ju n e 2 01 9
Supervisory Director, Mori Trust Sogo Reit, Inc.
Harumi Katagiri(current post)(December 29, 1968)
Outside Director, Japan Asia Investment Company, Limited
Ju n e 2 01 9
(current post)[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

November 1993
April 1998
March 2000

11

- shares[Reasons for nomination as outside director]
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 is a female candidate for 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.
(Notes)1. None of the candidates for directors have any special interest in the Company.
2. Mr. Yuichi Sato and Ms. Harumi Katagiri are candidates for outside directors.
3. Mr. Yuichi Sato and Ms. Harumi Katagiri are currently outside directors of the Company, and their term of office as outside
directors will be two years at the closing of this ordinary general meeting of shareholders.
4. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into a contract with Mr. Mr.
Yuichi Sato and Ms. Harumi Katagiri, 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 Mr. Yuichi Sato and Ms. Harumi Katagiri are approved, the Company plans toextend these contracts with them.
5. Mr. Mr. Yuichi Sato and Ms. Harumi Katagiri fulfill the requirements for being independent directors in accordance with 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 maintain their registration as independent directors.

－

14－