This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 7239

June 2, 2023

To Our Shareholders,

Yuichiro Yamamoto

Representative Director & President

TACHI-S CO., LTD.

1-3-1,Suehiro-cho,Ome-shi, Tokyo

Notice of the 71st Annual General Meeting of Shareholders

Please refer to the below for information about the upcoming 71st Annual General Meeting of Shareholders (the "Meeting") of TACHI-S CO., LTD. (the "Company").

In convening this Shareholders Meeting, the Company has taken measures for providing information in electronic format, and has posted the items to be provided electronically on the Company's website.

The Company's website (https://www.tachi-s.co.jp/shareholder/annual_meeting.html)

In addition to the above website, items to be provided electronically are posted on the following website:

Tokyo Stock Exchange website (Listed Company Search) (https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show/)

"Net de Shoshu" (Online notice of convocation) S(https://s.srdb.jp/7239/)

If you are unable to attend this Shareholders Meeting in person, you may exercise your voting rights in writing or by electromagnetic means (e.g., via the Internet). Please review the Reference Documents for the General Meeting of Shareholders included in the items to be provided electronically, refer to the Guide to the Exercise of Voting Rights on pages 3 to 5 of the Japanese original, and exercise your voting rights by 5:00 p.m. on Monday, June 19, 2023.

  1. Date and time: 10:00 a.m. on Tuesday, June 20, 2023 (Reception will open at 9:00 a.m.)
  2. Venue:Sylvan Hall, 2F, Forest Inn Showakan, 4017-3,Haijima-cho,Akishima-shi, Tokyo
    The venue of the 71st Annual General Meeting of Shareholders has been changed from last year's meeting. Please refer to the map at the end of the Japanese original notice.
  3. Agenda:

Matters for reporting: 1. Business Report, the Consolidated Financial Statements, and Audit Report of the Consolidated Financial Statements by the Independent Auditors and Audit & Supervisory Board for the 71st term (from April 1, 2022 to March 31, 2023)

2. Report of the Non-consolidated Financial Statements for the 71st term (from April 1, 2022 to March 31, 2023)

Matters for approval:

Proposal 1: Partial Amendment to Articles of Incorporation

Proposal 2: Election of nine Directors

Proposal 3: Election of one Audit & Supervisory Board Member

Proposal 4: Payment of Bonuses to Directors

Proposal 5: Revision of Remuneration for Outside Directors

―1―

Proposal 6: Appropriation of Surplus

Proposal 7: Appropriation of Surplus (Dividend-in-kind for TOYOTA BOSHOKU CORPORATION shares)

Proposal 8: Revisions to the Articles of Incorporation with regard to cross-shareholdings

4. Predetermined Items Related to the Convocation of this Meeting

  1. If you are unable to attend this Shareholders Meeting, you may designate one other shareholder of the Company with voting rights to attend the meeting as your proxy. However, please note that the submission of a document evidencing the proxy's authority of representation will be required.
  2. If you diversely exercise your voting rights, you are requested to notify the Company in writing or by electromagnetic means of your intention to do so and state the reason for this no later than three days before the Meeting.

5. Other Matters Related to This Notice

  1. The document we are sending you also serves as a paper-based document describing the items to be provided electronically based on a request for delivery of paper-based documents. Pursuant to the laws and regulations and the provision of Article 14 of the Company's Articles of Incorporation, the following information is not available in this Notice: "Systems for Ensuring the Properness of Business Activities and Outline of the Operation of the Systems" and "Basic Policy on Control of the Company" in the Business Report; "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements; "Statement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements. This document is part of the documents audited by the Audit & Supervisory Board Members and the Accounting Auditor in preparing the audit report.
  2. If revisions to the items to be provided electronically arise, the details of the revisions will be posted on each of the above websites.

6. Other

  1. If you are attending the meeting on the scheduled day, please submit the enclosed voting form at the reception.
  2. We will post the contents of resolutions of this Shareholders Meeting on the Company's website on the Internet after the meeting instead of sending a written notice of resolutions.
  3. Please be aware that no gifts will be provided to shareholders who attend this Shareholders Meeting. We would appreciate your understanding in this regard.

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Reference Documents for the General Meeting of Shareholders

Proposals and reference matters

Proposal 1: Partial Amendment to Articles of Incorporation

  1. Reasons for the Proposal
    1. For the purpose of enabling the Board of Directors to operate flexibly and improving the independence, objectivity, and transparency of its decision-making process, the Company will make necessary changes so that Directors other than the Director & Chairman (including Outside Directors) may serve as Chairperson of the Board of Directors.
  3. Content of changes

The details of the amendments are as follows: (The underline indicates the part to be changed.)

Current Articles of Incorporation

Proposed Articles

(Convener and Chairperson of the Board of Directors)

(Convener and Chairperson of the Board of Directors)

Article 21. Unless otherwise provided for by laws

Article 21. Unless otherwise provided for by laws

and regulations, the Board of Directors

and regulations, the meeting of the

shall be convened and chaired by the

Board of Directors shall be convened

Director & Chairman of the Board of

and chaired by a Director previously

Directors.

determined by the Board of Directors.

(ii) In the event the Director & Chairman of

(ii) In the event the Director referred to in the

the Board of Directors is vacant or the

preceding paragraphis unable to attend

Director & Chairman of the Board of

the meeting, another Director shall

Directors is unable to attend the meeting,

convene and chair the meeting in the

the President of the Company shall

order previously determined by the Board

convene and chair the meeting of the

of Directors.

Board of Directors, and in the event the

President of the Companyis unable to

attend the meeting, another Director shall

convene and chair the meeting in the order

previously determined by the Board of

Directors.

―3―

Proposal 2: Election of nine Directors

The terms of office of all nine Directors will expire at the conclusion of the Meeting. Accordingly, we propose to elect the following nine Director candidates.

The candidates for Director are as follows:

Candidate

Current position and

Attendance at

Name

Board of Directors

No.

responsibility at the Company

meetings

Representative Director &

President, Chief Executive

Officer

Chief Operating Officer

15/15

1

RE-nomination

Yuichiro Yamamoto

In charge of Global

(100%)

Headquarters

Division Manager of Quality

Management Division

Representative Director,

Executive Managing Officer

15/15

Division Manager of Corporate

2

RE-nomination

Atsushi Komatsu

(100%)

Management Division, In

charge of Compliance

Member of the Board of

Directors & Executive

12/12

3

RE-nomination

Takao Ito

Managing Officer

(100%)

Division Manager of

Monozukuri Division

Executive Managing Officer,

Monozukuri Division

-/-

Chief of Production and

4

New Nominee

Akiyoshi Murakami

Technology Development

(-%)

Group

Executive Managing Officer,

-/-

5

New Nominee

Tsutomu Okouchi

Business Division

(-%)

RE-nomination

15/15

6

Outside

Toshio Kinoshita

Outside Director

(100%)

Independent Director

RE-nomination

15/15

7

Outside

Hidetaka Mihara

Outside Director

(100%)

Independent Director

RE-nomination

15/15

8

Outside

Yoshiaki Nagao

Outside Director

(100%)

Independent Director

New Nominee

-/-

9

Outside

Sachiko Tsutsui

Outside Director

(-%)

Independent Director

Note: Mr. Takao Ito's attendance at the Board of Directors meetings indicates the number of times he has attended the meetings

since his appointment as Director on June 24, 2022.

―4―

Candidate No.1

Yuichiro Yamamoto

(July 30, 1968)

RE-nomination

Brief History, Position, Principal Duties and Key Concurrent Posts

April 1997

Joined TACHI-S CO., LTD.

August 2006

Seconded to TACLE Seating U.S.A., LLC (currently TACHI-S

Automotive Seating U.S.A., LLC) President

April 2011

Executive Managing Officer

Deputy General Manager of Overseas Division

April 2012

In Charge of Nissan Business and Overseas Business Management

April 2014

In Charge of China Business

■Number of shares of the

Seconded to TACHI-S China Co., Ltd. President

April 2015

Senior Executive Officer

Company owned

April 2017

Executive Vice President

102,400 shares

President, Regional Headquarters for Japan

■Attendance at Board of

June 2017

Member of the Board of Directors & Executive Vice Presiden

April 2019

Member of the Board of Directors & Chief Operating Officer

Directors meetings

In charge of Global Headquarters (incumbent)

15/15 (100%)

June 2019

Representative Director, President & Chief Operating Officer (incumbent)

April 2020

Division Manager of Quality Management Division (incumbent)

April 2022

Chief Executive Officer (incumbent)

Reasons for nomination as a Candidate for Director

Mr. Yuichiro Yamamoto has been nominated as a candidate to continue in his role as Director, as he has valuable knowledge in the Marketing and Overseas Division, and many years of experience and results as a top executive at overseas subsidiaries in North America and China and has demonstrated strong leadership as Chief Operating Officer and Chief Executive Officer. Since April 2022, as Chief Executive Officer, he has been promoting globalization within the Group, and we have determined that he is, and will continue to be, essential to the sustainable enhancement of the Group's corporate value.

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TACHI-S Co. Ltd. published this content on 26 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 May 2023 15:05:00 UTC.