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 6, 2019
To Shareholders
Shiro Ajisaka
President & CEO
Tamron Co., Ltd.
1385 Hasunuma, Minuma-ku, Saitama,
Saitama Prefecture, JapanNOTICE OF CONVOCATION OF THE
72ND ORDINARY GENERAL MEETING OF SHEREHOLDERS
Tamron Co., Ltd. (the “Company”) hereby notifies you that the 72nd Ordinary General Meeting ofShareholders 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 Tuesday, March 26, 2019
(Japan time).
1.
2.

Date and Time 10 a.m. on Wednesday, March 27, 2019 (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.)
3. Agenda
Reports
1. Business Report for the 72nd term (from January 1, 2018 to December 31, 2018),
consolidated financial statements for the 72nd term, and results of audit on theconsolidated financial statements by Independent Auditors and the Audit & Supervisory
Board2.
Report on non-consolidated financial statements for the 72nd term (from January 1, 2018
to December 31, 2018)
Resolutions
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of four (4) audit & supervisory board members
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 Tuesday, March 26, 2019.
(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.” on page 3 and exercise your voting rights by 5:20 p.m. on
Tuesday, March 26, 2019.
EndIf 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.

－1 －Hence, the consolidated financial statements and non-consolidated financial statements audited by members of theAudit & Supervisory Committee and Independent Auditors include the financial statements provided with thisConvocation Notice and notes to the financial statements published on the Company’s official website.
If and when the Company makes any correction to the Business Report, consolidated financial statements, nonconsolidated financial statements and the Reference Documents for the General Meeting of Shareholders provided
with this Notice of Convocation the Company will announce the correction on its official website(http://www.tamron.co.jp, Japanese only).

－2 －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 theproposals according to the instructions on the screen.
(2) The deadline for the exercise of voting rights is 5:20 p.m. on Tuesday, March 26, 2019.
(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 onthe 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.

－3 －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.
As a year-end dividend for the period under review, we intend to pay out dividends of 35 yen per share, a 10 yen
increase from the previous business term, evaluating the results for the period under review and the aforementioned
policy, etc.
As the Company paid an interim dividend of 25 yen per share in September 2018, the annual dividend will be 60
yen per share, with a dividend payout ratio of 35.8%.
(1)Type of dividend
Cash(2)Matters concerning allocation of dividend and its total amount
35.00 yen per one common share of the Company

Total amount of dividend 907,221,665 yen(3) Effective date of the dividend from surplus
March 28, 2019－4 －

Proposal 2: 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 Corporate Auditor
are as followsNo.

Name(Date of birth)

Brief career history, position and responsibility at Tamron Co., Ltd.
(State of concurrent holding of important positions)
April 1981
January 2008
March 2014

Tsutomu Tezuka

April 2014

(November 5, 1957)

January 2018

*1January 2019

Joined the Company
General Manager of Internal Audit & Supervision
Board of the Company
General Manager of Human Resources & General
Affairs Management Unit of the Company
Executive Officer, General Manager of Human
Resources & General Affairs Management Unit ofthe Company
Executive Officer, General Manager of Legal & IP
Management Board of the Company
Executive Officer, Assistant to the President of theCompany（present post）

Number of theCompany’sshares held

100 shares[Reason for nomination as audit & supervisory board member]
Mr. Tsutomu Tezuka has extensive experience in audit work as General Manager of Internal Audit &Supervision Board in addition to experience as General Manager of Human Resources & General Affairs
Management Unit and General Manager of Legal & IP Management Board of the Company. Accordingly,
the Company has judged that he can utilize this experience for audit assignments of the Company and that
he is qualified to become a Corporate Auditor.
April 1980

Takashi Hirayama(June 27, 1957)*2

Joined the Saitama Bank, Ltd. (the present SaitamaResona Bank, Ltd.)J u n e 2 0 0 5 Executive Officer, 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
CorporationOctober 2015 Managing Executive Officer in charge ofoperational audits of AGS Corporation (the presentpost)-[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 canutilize this experience for audit assignments of the Company and that he is qualified to become an
Independent Corporate Auditor.

－5 －NameNo.

(Date of birth)

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

Number of theCompany’s
shares held

April 1969
Au gust 2002
October 2003
June 2006
April 2010
March 2011

Joined the Saitama Bank, Ltd
President of Saitama Resona Bank, Ltd..
President, RepresentativeDirector of Saitama
Chairman of Saitama Resona Bank, Ltd
T a da h i r o T o ne
Chancellor of Saitama Prefectural University
4,200 shares(September 3, 1945)
Independent Corporate Auditor of the Company(present post)（Significant concurrent positions）
Independent Director of G-Tekt Corporation[Reason for nomination as audit & supervisory board member（Independent）]
Mr. Tadahiro Tone has broad business experience in financial institutions, experience as a corporate
manager, and a considerable level of knowledge in finance and accounting. Since assuming the post inMarch 2011, he has properly conducted audits on the overall business management of the Company andfulfilled his duties. Consequently, the Company has judged that he is a qualified candidate for Independent
Corporate Auditor of the Company

3September 1990

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 &Masaya Nara
Banking Co., Ltd.
(December 13, 1958)
A p r i l 2 0 1 4 Senior managing director of Mizuho Realty Co.,Ltd.
January 2017 Registered as an attorney
January 2017 Joined Torikai Law Office (present post)（Significant concurrent positions）
Attorney (Torikai Law Office)[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 is a qualified candidate for Independent
Corporate Auditor.

*4-(Notes)１．Candidates with the ※ mark are new candidates for the position of auditor.
２．There are no special conflicts of interest between each candidate and the Company.
３．Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has enteredinto a contract with Mr. Tadahiro Tone to limit his liabilities for damages under Article 423, Paragraph 1of 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. Moreover, when the election of Mr.
Tsutomu Tezuka, Mr. Takashi Hirayama, and Mr. Masaya Nara is approved, the Company plans to sustain
such contract with the three (3) gentlemen.
４．Mr. Takashi Hirayama, Mr. Tadahiro Tone, and Mr. Masaya Nara are candidates for Independent
Corporate Auditor.
５．Mr. Tadahiro Tone is currently an Independent Corporate Auditor of the Company, and his terms of office
as an Independent Corporate Auditor shall be eight (8) years at the closing of the annual general meetingof shareholders.
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 forindependence laid down by the Company. If approval is given for both candidates to be appointed, theCompany will register them as Independent Corporate Auditors.
７．Mr. Takashi Hirayama is scheduled to retire as Executive Managing Officer of AGS Corporation as ofMarch 26, 2019.
End.

－6 －