May 11, 2017
NEWS RELEASE
Name of Listed Company

TSUMURA & CO.

RepresentativeTerukazu Kato
President & Representative Director(Code: 4540 First Section of the Tokyo
Stock Exchange)

Contact

Noboru Suzuki
Head of Corporate Communications Dept.
Telephone: 81-3-6361-7100

Tsumura Announces Transition to Company with Audit and Supervisory Committee
Tsumura & Co. (Headquarters: Tokyo, Japan; President & CEO: Terukazu Kato; hereinafter“Tsumura”) announces that at a meeting held on May 11, 2017, its Board of Directors passed aresolution to make a transition to a company with an audit and supervisory committee subject tothe approval of shareholders at the 81st Ordinary General Shareholders’ Meeting to be held on
June 29, 2017. Details are as follows.
Matters concerning amendments to the Articles of Incorporation and executive appointments
in connection with this matter are disclosed separately in the “Notice Regarding Partial
Amendments to the Articles of Incorporation” and the “Notice Regarding Executive
Appointments after Transition to Company with Audit and Supervisory Committee” announced
on May 11, 2017.
1. Purpose of transition to company with audit and supervisory committee(1) Enhancement of management transparency
Tsumura has been seeking to enhance its corporate governance system by taking
measures to strengthen the supervisory function of the Board of Directors and by
establishing Executive Officers in order to clarify the functions of officers for executing
duties. We will also establish the Audit and Supervisory Committee with the majority ofmembers consisting of Outside Directors and will give the members of the Committee,
who are also Directors, voting rights on the Board of Directors. Through this transition, webelieve that the Board’s supervisory function will be strengthened and managementsoundness and transparency will be further increased.
(2) Acceleration of decision making
By further separating business execution functions from the Board of Directors andseeking to accelerate operational decision making, we will establish a structure that enables
the swift and decisive decision-making required to cope with the management environment

surrounding the Company.
2. Timing of transition to company with audit and supervisory committee
We plan to make the transition to a company with an audit and supervisory committee after
the necessary amendments to the Articles of Incorporation are approved at the 81st Ordinary
General Meeting of Shareholders to be held on June 29, 2017.
3. Others(1) With the transition to a company with an audit and supervisory committee, we will alsoestablish the Nomination/Remuneration Advisory Committee as a non-mandatory advisory
body of the Board of Directors. Independent Outside Directors, as members of theCommittee, will provide appropriate advice and assistance regarding the nomination andcompensations of Directors, Executive Officers, etc. for the purpose of enhancing theindependence and objectivity of the functions of the Board of Directors and its
accountability.
(2) With the transition to a company with an audit and supervisory committee, the targets ofthe performance-linked stock compensation plan approved at the 80th Ordinary General
Meeting of Shareholders held on June 29, 2016 will be the Directors (excluding membersof the Audit and Supervisory Committee and Non-Executive Directors) as well as theExecutive Directors who have concluded mandate contracts with the Company. This planis subject to the approval of the shareholders at the 81st Ordinary General Shareholders’Meeting to be held on June 29, 2017.