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 7, 2023
To Shareholders
Shiro Ajisaka
President & CEO
Tamron Co., Ltd.
1385 Hasunuma, Minuma-ku, Saitama,
Saitama Prefecture, JapanNOTICE OF CONVOCATION OF THE
76th ORDINARY GENERAL MEETING OF SHEREHOLDERS
Tamron Co., Ltd. (the “Company”) hereby notifies you that the 76th 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 28, 2023 (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 a.m. on Wednesday, March 29, 2023 (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 76th term (from January 1, 2022 to December 31, 2022),
consolidated financial statements for the 76th 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 76th term (from January 1, 2022 to
December 31, 2022)
Resolutions
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Ten (10) Directors
Proposal 3:
Election of Four (4) Audit & Supervisory Board Members

－

1

－

4.

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 exercised forthe 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 the date 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. Please note that you must ensure the notice arrives three days
prior to the day of the General Meeting of Shareholders.
End

－

2

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Reference Documents for the General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
Tamron’s basic profit allocation policy is to continue to allocate profits to shareholders in a stable manner by taking
into account R&D and capital investment in an effort to strengthen its management structure and develop new
businesses based on a long-term view, and by endeavoring to allocate profits based on business performance.
In the fiscal year under review, despite persistently uncertain management environment, the business performance
was favorable, with record highs by a wide margin in each profit category, including operating profit, ordinary profit
and profit attributable to owners of parent. In addition, operating profit reached the 10 billion-yen level for the firsttime. This would not have been possible without the guidance and support from our shareholders and otherstakeholders.
To express our heartfelt gratitude to them for their constant support, Tamron decided to pay a year-end dividend pershare of 90 yen, including a commemorative dividend of 5 yen.
As a result, with the addition of the interim dividend already disbursed of 30 yen, the annual dividend per share forthe fiscal year under review will be 120 yen (up 38 yen year on year), our highest ever annual dividend.
Note that a dividend payout ratio(consolidated) of 30.0%.

(1)Type of dividend

Cash(2) Matters concerning allocation of dividend and its total amount
90 yen per one common share of the Company(Regular dividend 85 yen, Commemorative dividend 5 yen)
(3)

Total amount of dividend 1,902,479,310 yen
Effective date of the dividend from surplus
March 30, 2023

－

3

－

Proposal 2: Election of Ten (10) Directors
The term of office of all the eleven (11) Directors expires at the close of this General Meeting of Shareholders.
Accordingly, it is hereby proposed to appoint ten (10) directors including a decrease of one (1) director.
The candidate Directors are as follows:
Candidate
Name
Candidate attribute
Current position and duty in the Company
number
1

Shiro Ajisaka(Male)[Reappointment]

President & CEO

2

Shogo Sakuraba(Male)[Reappointment]

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

3

Hiroshi Otsuka(Male)[Reappointment]

4

Shenghai Zhang(Male)[Reappointment]

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

5

Makoto Otani(Male)[Reappointment]

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

6

Tomohide Okayasu(Male)[Reappointment]

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

7

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

Outside Director

8Harumi Katagiri(Female)[Reappointment][Outside][Independent]

Outside Director

9

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

Outside Director

10

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

Outside Director

Managing Director
in charge of the Corporate Strategy Unit,

Administrative Management Unit, CSR andInformation Management[Reappointment] Candidate for reappointment as director[Outside] Candidate for outside director[Independent] Candidate for Independent director

－

4

－

No.

Name
(Date of birth)[Reappointment]

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

Shiro Ajisaka(July 17, 1954)

Tenure as Director
13 years

1

March 2010
March 2013
March 2014
March 2015
March 2016

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

Number of theCompany’s
shares held

16,100 shares[Reason for nomination as director]
Mr. Shiro Ajisaka has properly supervised decisions on important business issues and directors’ executionof duties as chairman of the board of directors by making good use of the experience and knowledge he has
accumulated throughout his career and showing leadership in the center of the management team since 2016
when he took office as President & CEO of Tamron Co., Ltd.
The Company believes that he is adequately capable of contributing to the achievement of the continuous
enhancement of the Group’s corporate value in the future. Accordingly, he has been re-nominated for the
position of director.
[Reappointment]

April 1981
January 2005

Shogo Sakuraba

January 2008

(April 1, 1958)

Tenure as Director
9 years2

March 2014
March 2016

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

8,600 shares[Reason for nomination as director]
After becoming a director of the Company in 2014, Mr. Shogo Sakuraba has been responsible for the
management of the Company utilizing his accumulated experience, insight and knowledge, and is in chargeof the Optical Design & Engineering R&D Center, the R&D Technology Center 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.

－

5

－

No.

Name
(Date of birth)

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)
June 200 6April 2010

[Reappointment]

Hiroshi Otsuka

January 2015

(November 11, 1959)

April 2015
Tenure as Director
7 years

March 2016
March 2020

3

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

Number of theCompany’s
shares held

8,400 shares[Reason for nomination as director]
After becoming a director of the Company in 2016, Mr. Hiroshi Otsuka has been responsible for the
management of the Company utilizing his accumulated experience, insight and knowledge, and is in chargeof the Corporate Strategy Unit, Administrative Management Unit, CSR and Information 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.
[Reappointment]

January 1997
April 2010

Shenghai Zhang

April 2014

(January 7, 1960)

Tenure as Director
7 years

4

March 2016
March 2020

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

6,200 shares[Reason for nomination as director]
After becoming a director of the Company in 2016, Mr. Shenghai Zhang has been responsible for the
management of the Company utilizing his accumulated experience, insight and knowledge, and is in chargeof the Global Production (Aomori Factory, China Factory, Vietnam Factory) and Mold & ToolingTechnology Center.
Moreover, he judiciously makes decisions on the execution of important operations as a member of theBoard of Directors and monitors the execution of duties by Directors. The Company believes that he isadequately capable of contributing to the achievement of the continuous enhancement of the Group’s
corporate value in the future. Accordingly, he has been re-nominated for the position of director.

－

6

－

No.

Name
(Date of birth)

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

April 1984
April 2012

Makoto Otani

March 2015

(January 17, 1962)

April 2016
Tenure as Director
5 years

5

March 2018

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

Number of theCompany’s
shares held

2,000 shares[Reason for nomination as director]
After becoming a director of the Company in 2018, Mr. Makoto Otani has been responsible for the
management of the Company utilizing his accumulated experience, insight and knowledge, and is in chargeof the OEM Component Business Unit and the Quality Control & Assurance Supervision Unit.
Moreover, he judiciously makes decisions on the execution of important operations as a member of the Boardof Directors and monitors the execution of duties by Directors. The Company believes that he is adequately
capable of contributing to the achievement of the continuous enhancement of the Group’s corporate value inthe future. Accordingly, he has been re-nominated for the position of director.

[Reappointment]

Tomohide Okayasu

December 2000
April 2012

January 2014

(January 30, 1975)

Tenure as Director
5 years

April 2016
April 2017
March 2018

6

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)

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

－

7

－

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)

7

Tenure as Director
5 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

8

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

－

8

－

No.

Name
(Date of birth)

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

[Reappointment][Outside][Independent]

Eriko Ishii(January 3, 1981)

9
Tenure as Director
2 yearRegistered as an attorney(current post)
October 2004
Joined Mori Hamada & Matsumoto LPC
February 2011
Registered as an attorney in the State of New York(current post)
April 2016
Part-time lecturer of Keio University Law School(current post)
July 2016
Partner of Shin Saiwai Law Office(current post)
June 2018
Outside director of Sophia Holdings Co., Ltd.
(current post)
December 2018
Outside Corporate Auditor 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
Outside Director of Sun Asterisk Inc. (current post)
October 2022
Executive Director of Ichigo Hotel REIT Investment
Corporation (current post)[Important concurrent positions outside the Company]
Attorney (Partner of Shin Saiwai Law Office)Part-time lecturer, Keio University Law School
Outside Director, Sophia Holdings Co., Ltd.
Outside Corporate Auditor, SmartDrive inc.
Supervisory Director, Canadian Solar Infrastructure Fund, Inc.
Outside Corporate Auditor, ALMAD, INC.
Outside Director, Sun Asterisk Inc.
Executive Director, Ichigo Hotel REIT Investment Corporation

Number of theCompany’s
shares held

300 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.

－

9

－

No.

Name
(Date of birth)

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

[Reappointment][Outside][Independent]

Fumio Suzuki(November 3, 1948)

Tenure as Director
1 year10

April 1999
June 199 9June 200 3June 200 7June 200 8June 201 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 expects that Mr. Suzuki will contribute to the achievement of the continuous improvementof the Group’s corporate value, utilizing his extensive experience, knowledge, etc. and fully performing theroles of taking part in important managerial decision making, highly effective supervision of management,
etc. Accordingly, he has been re-nominated for the position of Outside Director.

－

10

－

(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 five years for Mr. Yuichi Sato and Ms. Harumi Katagiri, two years for Ms. Eriko
Ishii, and one year 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. 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, the Company 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 their registration as
independent directors.
6. 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 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 approvalof 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.

－

11

－

Reference: Director Skills Matrix (in the case where the candidates are approved in this General Meeting of Shareholders)
The Company’s Board of Directors is comprised of individuals who possess a variety of professional knowledge andexperience and backgrounds.
The professional knowledge and experience and backgrounds of the ten (10) candidates for Directors are as follows.
Name

Position in the Company

Businessmanagement

Global

Production,
development

Sales,
marketing

Shiro Ajisaka

President & CEO

○

○

○

○

Shogo Sakuraba

Corporate Vice
President

Hiroshi Otsuka

Managing Director

Shenghai Zhang

Managing Director

Makoto Otani

Managing Director

Tomohide
Okayasu

Managing Director

Yuichi Sato

Outside Director

Harumi Katagiri

Outside Director

Eriko Ishii

Outside Director

Fumio Suzuki

Outside Director

Finance,accounting

Legal

○

○
○
○

○
○

○

○
○

○

○

○

○
○
○
○

○

－

12

－

○

Proposal 3: Election of Four (4) Audit & Supervisory Board Members
The terms of office of all of the four (4) audit & supervisory board members will expire at the end of this Meeting.
This proposal has obtained the consent of the Audit & Supervisory Board.
The candidates for audit & supervisory board members are as follows:
Candidate
Name
Candidate attribute
Current position and duty in the Company
number1

Takahiro Yamaguchi(Male)[Newly appointment] Company

2

Takashi Hirayama(Male)[Reappointment][Outside][Independent]

Full time Audit & Supervisory Board Member

3

Masaya Nara
(Male)[Reappointment][Outside][Independent]

Audit & Supervisory Board Member

4

Takashi Ueda
(Male)[Newly appointment][Outside][Independent]

Meister, Internal Audit & Supervision Board of the[Reappointment] Candidate for reappointment as Audit & Supervisory Board Member[Outside] Candidate for outside Audit & Supervisory Board Member[Independent] Candidate for Independent Audit & Supervisory Board Member[Newly appointment] Candidate for newly appointment as Audit & Supervisory Board Member

－

13

－

No.

Name
(Date of birth)[Newly appointment]

Ta ka hi ro Y a ma gu ch i
(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
April 2022

Tenure as audit &supervisory board
member-Joined the Company
General Manager of Internal Audit & Supervision
Board of the Company
Meister of Internal Audit & Supervision Board of
the Company (current post)

Number of theCompany’s
shares held

400 shares[Reason for nomination as audit & supervisory board member]
Mr. Takahiro Yamaguchi has extensive experience in audit work as General Manager of Internal Audit &Supervision Board of the Company.
Accordingly, the Company has judged that he can utilize this experience for audit assignments of theCompany and that he has been newly nominated for the position of Audit & Supervisory Board Member.
April 1980
[Reappointment][Outside][Independent]

Takashi Hirayama(June 27, 1957)

2

Tenure as audit &supervisory board
member
4 years

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 Corporate Auditor of the Company (current post)

300 shares[Reason for nomination as audit & supervisory board member（Independent）]
Mr. Takashi Hirayama has experience in a financial institution and served as corporate auditor. He also has
experience in the audit divisions of other companies.
Accordingly, the Company has judged that he can utilize this experience for audit assignments of theCompany and that he has been re-nominated for the position of audit & supervisory board member.

－

14

－

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.
[Reappointment]
J u n e 2 0 1 1 Full-time corporate auditor of Mizuho Trust &[Outside]
Banking Co., Ltd.
[Independent]
A p r i l 2 0 1 4 Senior managing director of Mizuho Realty Co., Ltd.
January 2017 Registered as an attorney
Masaya Nara
M a r c h 2 0 1 9 Audit & Supervisory Board Member of the(September 3, 1945)
Company (current post)
January 2020 Partner of Torikai Law Office (current post)
J u n e 2 0 2 1 Outside Auditor of RISO KAGAKU CORPORATION
Tenure as audit &(current post)supervisory board
J u n e 2 0 2 2 Outside Director of Kumagai Gumi Co., Ltd.
member
4 years(current post)［Important concurrent positions outside the Company]

Number of theCompany’s
shares held

100 shares

Attorney (Torikai Law Office)Outside Auditor, RISO KAGAKU CORPORATION
Outside Director, Kumagai Gumi Co., Ltd.
[Reason for nomination as audit & supervisory board member（Independent）]
Mr. Masaya Nara has highly specialized expertise as a lawyer in addition to experience as a corporate
auditor and director of other companies. Accordingly, the Company has judged that he can utilize thisexperience for audit assignments of the Company and that he has been re-nominated for the position ofaudit & supervisory board member.

－

15

－

No.

Name
(Date of birth)

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)
April 1981

[Newly appointment][Outside][Independent]

Takashi Ueda
(May 15, 1957)

4

Tenure as audit &supervisory board
member-Joined the Saitama Bank, Ltd (the present Saitama
Resona Bank, Limited)
M a y 1 9 9 7 General Manager of Isogo Branch of Asahi Bank,
Ltd. (the present Resona Bank, Limited andSaitama Resona Bank, Limited)
J u n e 2 0 0 3 General Manager of Tokyo Sales Department 3 ofResona Bank, Limited
A p r i l 2 0 0 8 General Manager of Saitama Sales Department of
Saitama Resona Bank, Limited
M a y 2 0 0 9 Retired from Saitama Resona Bank, LtdJ u n e 2 0 0 9 Executive Officer in charge of the Tokyo
metropolitan area (Block) of Resona Bank, Limited
M a y 2 0 1 1 Retired from Resona Bank, LtdJ u n e 2 0 1 1 Senior Managing Director of Resona Card Co., Ltd.
M a y 2 0 1 7 Retired from Resona Card Co., Ltd.
J u n e 2 0 1 7 Executive Officer In charge of Administration
General Affairs & Human Resources Dept.,
Administrative Management Unit and Overseas
Business Department of FUJISASH CO.,LTD.
A p r i l 2 0 2 0 Executive Officer in charge of Group Internal
Control and Audit Department of FUJISASH
CO.,LTD.
J u n e 2 0 2 0 Director of FUJISASH CO.,LTD. (current post)
M a y 2 0 2 1 Executive Officer in charge of Group Internal
Control and Business Administrations Dept.,
Business Management Unit of FUJISASH
CO.,LTD.
J u n e 2 0 2 1 Managing Executive Officer In charge of GroupInternal Control and Business Administrations
Dept., Business Management Unit of FUJISASH
CO.,LTD. (current post)［Important concurrent positions outside the Company]

Number of theCompany’s
shares held

- sharesManaging Executive Officer In charge of Group Internal Control andBusiness Administrations Dept., Business Management Unit of
FUJISASH CO., LTD.
[Reason for nomination as audit & supervisory board member（Independent）]
Mr. Takashi Ueda has experience in a financial institution and served as director of other companies. He
also has experience in internal control and the audit divisions of other companies.
Accordingly, the Company has judged that he can utilize this experience for audit assignments of theCompany and that he has been newly nominated for the position of Audit & Supervisory Board Member.

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(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 Independent Audit &Supervisory Board Members.
３．Mr. Takashi Hirayama and Mr. Masaya Nara are currently Audit & Supervisory Board Members of theCompany, and their terms of office as Audit & Supervisory Board Members shall be four (4) years at theclosing of the annual 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. Takashi Hirayama and Mr. Masaya Nara 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 theminimum liability amount stipulated under Article 425, Paragraph 1 of the Companies Act. When the reelections of audit & supervisory board members the above mentioned are approved, the Company plans toextend 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 insurancecompany 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 & supervisoryboard members 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 audit & supervisory board members the above mentioned, theCompany will be included in insured parties under this insurance policy. The Company plans to renew thepolicy with the same content at next renewal.
６．Mr. Takashi Hirayama and Mr. Masaya Nara fulfill the requirements for being independent officers inaccordance with 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 willregister them as Independent Corporate Auditors. Moreover, when the elections of Mr. Takashi Ueda areapproved, the Company plans to register him as independent audit & supervisory board member.
End

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