Note: This document has been translated from a part of 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Securities Code: 7740

March 5, 2024

To Shareholders

Shogo Sakuraba

President & CEO

Tamron Co., Ltd.

1385 Hasunuma, Minuma-ku, Saitama,

Saitama Prefecture, Japan

NOTICE OF CONVOCATION OF THE

77th ORDINARY GENERAL MEETING OF SHEREHOLDERS

Tamron Co., Ltd. (the "Company") hereby notifies you that the 77th 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 check the information by accessing either of the following Company websites on which the information is posted.

If you do not expect to attend the Meeting, you may exercise your voting rights via the Internet or in writing (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 26, 2024 (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, and return 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. Date and Time 10:00 a.m. on Wednesday, March 27, 2024 (reception starts at 9 a.m.)

2. Place

5th floor, Annex to the Head Office of Tamron Co., Ltd.

1385 Hasunuma, Minuma-ku, Saitama, Saitama Prefecture, Japan

3. Agenda

Reports 1. Business Report for the 77th term (from January 1, 2023 to December 31, 2023), consolidated financial statements for the 77th 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 77th term (from January 1, 2023 to December 31, 2023)

Resolutions

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendment of Articles of Incorporation

Proposal 3: Election of Eight (8) Directors (Excluding Directors Serving as Audit & Supervisory Committee Members)

Proposal 4: Election of Four (4) Directors who are Audit & Supervisory Committee Members

Proposal 5: Determination of the Amounts of Remuneration, etc. to be Paid to the Directors (Excluding Directors Serving as Audit & Supervisory Committee Members)

Proposal 6: Determination of the Amounts of Remuneration, etc. to be Paid to the Directors Serving as

Audit & Supervisory Committee Members

Proposal 7: Determination of Amount and Details of Performance-linked Remuneration, etc. for Directors (Excluding Directors who are Audit & Supervisory Committee Members and Outside Directors)

4. Guide to Exercising Voting Rights

  1. If you exercise your voting rights in writing (by mail) without indicating your approval or disapproval 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 for the 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 or electromagnetic form. Please note that you must ensure the notice arrives three (3) days prior to the day of the General Meeting of Shareholders.

End

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 emphasis on continual dividends with a dividend payout ratio of around 35% according to the operating results, while considering 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.

Pursuant to this policy, the Company has decided to increase the year-end dividend to 135 yen per share, an increase of 45 yen from the previous fiscal year.

As a result, with the addition of the interim dividend already disbursed of 35 yen, the annual dividend per share for the fiscal year under review will be 170 yen (up 50 yen year on year), our highest ever annual dividend.

Note that a dividend payout ratio (consolidated) of 32.9%.

  1. Type of dividend Cash
  2. Matters concerning allocation of dividend and its total amount 135 yen per one common share of the Company
    Total amount of dividend 2,854,125,585 yen
  3. Effective date of the dividend from surplus March 28, 2024

Proposal 2: Partial Amendment of Articles of Incorporation

  1. Reasons for amendment of the Articles of Incorporation
  1. The Company makes the transition from a company with an audit & supervisory board to a company with an audit & supervisory committee to aim to speed up decision-making and business execution by delegating authority from the Board of Directors to directors. It also seeks to enhance corporate governance, strengthening the supervisory functions of the Board of Directors by making Audit & Supervisory Committee members, who are responsible for auditing the execution of duties by directors, members of the Board of Directors. With this transition, the Company will establish regulations concerning directors who concurrently serve as audit & supervisory committee members and concerning the committee itself, which will be necessary for the transition to a company with an audit & supervisory committee. It will also make changes, including the deletion of regulations concerning Audit & Supervisory Board members and the Audit & Supervisory Board.
  2. Article 34 will be newly established in the Articles of Incorporation to prescribe that the distribution of surplus, etc. is to be determined by a resolution of the Board of Directors to facilitate flexible capital and dividend policies.
  3. In addition to the foregoing, the Company will make the necessary amendments, including the wording.
  1. Details of the Amendment

The detail of the amendment is shown as below.

The proposed amendments made to the Articles of Incorporation will go into effect upon the closing of the Meeting.

*The underlined parts show the change.

Current Articles of Incorporation

Proposed amendment

Chapter 1 General rules

Chapter 1 General rules

Article 1 to Article 3 (Omitted)

Article 1 to Article 3 (Unchanged)

(Organs)

(Organs)

Article 4. The Company shall have the following

Article 4. The Company shall have the following

organizations in addition to the General Meeting of

organizations in addition to the General Meeting of

Shareholders and Directors

Shareholders and Directors.

① Board of directors

① Board of directors

② Auditor

② Auditor & Supervisory Committee

③ Board of auditors

(Deleted)

④Accounting Auditors

③Accounting Auditors

Article 5. (Omitted)

Article 5. (Unchanged)

Chapter 2 Stocks

Chapter 2 Stocks

Article 6 to Article 9 (Omitted)

Article 6 to Article 9 (Unchanged)

Current Articles of Incorporation

Proposed amendment

(Administrator of Shareholders' Register)

(Administrator of Shareholders' Register)

Article 10. (Omitted)

Article 10 (Unchanged)

(Newly established)

2. The shareholder register administrator and its

administration office shall be determined by resolution of

the Board of Directors, and publicly announced.

(Newly established)

3. The preparation and keeping of the shareholder register

and the share option register of the Company and other

clerical work related to the shareholder register and the

share option register shall be entrusted to the shareholder

register administrator, and shall not be handled by the

Company.

Article 10-2.

The shareholder register administrator and

(Deleted)

its administration office shall be determined by resolution

of the Board of Directors, and publicly announced.

Article 10-3.

The preparation and keeping of the

(Deleted)

shareholder register and the share option register of the

Company and other clerical work related to the

shareholder register and the share option register shall be

entrusted to the shareholder register administrator, and

shall not be handled by the Company.

Article 11. (Omitted)

Article11. (Unchanged)

Chapter 3 General Meeting of Shareholders

Chapter 3 General Meeting of Shareholders

Article 12 to Article 13 (Omitted)

Article 12 to Article 13 (Unchanged)

(Convener and Chairperson)

(Convener and Chairperson)

Article 14 (Omitted)

Article 14 (Unchanged)

(Newly established)

2. If the Representative Director and President is prevented

from so doing, another Director in the order determined in

advance by the Board of Directors shall convene the

General Meeting of Shareholders and serve as the

Chairperson of the meeting.

Article 14-2. If the Representative Director and President is

(Deleted)

prevented from so doing, another Director in the order

determined in advance by the Board of Directors shall

convene the General Meeting of Shareholders and serve

as the Chairperson of the meeting.

Current Articles of Incorporation

Proposed amendment

(Electronic Provision Measure, etc.)

(Electronic Provision Measure, etc.)

Article 15 (Omitted)

Article 15 (Unchanged)

(Newly established)

2. Among matters for which the electronic provision

measure will be taken, the Company is not required to

state all or some of the matters prescribed by the Ministry

of Justice Order in the document that will be issued to

shareholders who requested the issuance of the document

by the record date.

Article 15-2. Among matters for which the electronic

(Deleted)

provision measure will be taken, the Company is not

required to state all or some of the matters prescribed by

the Ministry of Justice Order in the document that will be

issued to shareholders who requested the issuance of the

document by the record date.

(Method of resolution)

(Method of resolution)

Article 16. (Omitted)

Article 16 (Unchanged)

(Newly established)

2. A resolution with respect to matters prescribed in Article

309, Paragraph 2 of the Companies Act shall require a

majority of two thirds (2/3) or more of the votes of

shareholders present at a General Meeting of Shareholders

who hold one third (1/3) or more of the voting rights of

shareholders who are entitled to exercise their voting

rights.

Article 16-2. A resolution with respect to matters prescribed

(Deleted)

in Article 309, Paragraph 2 of the Companies Act shall

require a majority of two thirds (2/3) or more of the votes

of shareholders present at a General Meeting of

Shareholders who hold one third (1/3) or more of the

voting rights of shareholders who are entitled to exercise

their voting rights.

Article 17. (Omitted)

Article17. (Unchanged)

Chapter 4 Directors and Board of Directors

Chapter 4 Directors and Board of Directors

(Number of directors)

(Number of directors)

Article 18. The number of the Directors of the Company

Article 18. The number of the Directors of the Company

shall be no more than 15.

shall be no more than 9, excluding Directors who serve as

Audit & Supervisory Committee members.

(Newly established)

2. The number of Directors of the Company, who are Audit

& Supervisory Committee members, shall be no more

than 4.

Current Articles of Incorporation

Proposed amendment

(Election)

(Election)

Article 19. Directors shall be elected at a General Meeting of

Article 19. Directors shall be elected at a General Meeting of

Shareholders.

Shareholders by distinguishing Directors who concurrently

serve as Audit & Supervisory Committee members from

other Directors.

(Newly established)

2. A resolution to select Directors shall require a majority of

votes cast by shareholders present at the meeting who hold

one third (1/3) or more of the voting rights of shareholders

entitled to exercise their voting rights.

(Newly established)

3. Cumulative voting shall not be used for the election of

Directors.

Article 19-2. A resolution to select Directors shall require a

(Deleted)

majority of votes cast by shareholders present at the

meeting who hold one third (1/3) or more of the voting

rights of shareholders entitled to exercise their voting

rights.

(Deleted)

Article 19-3. Cumulative voting shall not be used for the

election of Directors.

(Term of office)

(Term of office)

Article 20. The term of office of Directors shall expire at the

Article 20. The term of office of Directors (excluding

time of conclusion of the Ordinary General Meeting of

Directors who serve as Audit & Supervisory Committee

Shareholders with respect to the last business year ending

members)shall expire at the time of conclusion of the

within 1 year after their election.

Ordinary General Meeting of Shareholders with respect to

the last business year ending within 1 year after their

election.

Current Articles of Incorporation

Proposed amendment

(Newly established)

2. The term of office of Directors who serve as Audit &

Supervisory Committee members shall expire at the time

of conclusion of the Ordinary General Meeting of

Shareholders with respect to the last business year ending

within 2 years after their election.

(Newly established)

3. If a director who serves as an Audit & Supervisory

Committee member is appointed as an alternate to a

director who has served as an Audit & Supervisory

Committee member and retired prior to the expiration of

his or her term of office, the term of office of the

appointed director shall end at the expiration of the term of

(Newly established)

office of his or her predecessor.

4. The effective period of the resolution to appoint an

alternate Audit & Supervisory Committee member

appointed pursuant to the provisions of Article 329,

Paragraph 3 of the Companies Act shall end at the start of

the Ordinary General Meeting of Shareholders held for the

last business year ending within 2 years from the

appointment

(Representative Director and Executive Directors)

(Representative Director and Executive Directors)

Article 21. The Board of Directors shall appoint a

Article 21. The Board of Directors shall appoint a

Representative Director by its resolution.

Representative Director by its resolution from the

Directors (excluding those who concurrently serve as

Audit & Supervisory Committee members).

2. The Board of Directors may appoint by its resolution one

(Newly established)

Director and Chairperson and one Director and President,

as well as a small number of Directors and Vice

Presidents, Senior Managing Directors and Managing

Directors respectively from the Directors (excluding those

who concurrently serve as Audit & Supervisory

Committee members).

Article 21-2. The Board of Directors may appoint by its

(Deleted)

resolution one Director and Chairperson and one Director

and President, as well as a small number of Directors and

Vice Presidents, Senior Managing Directors and

Managing Directors respectively from the Directors.

Current Articles of Incorporation

Proposed amendment

(Convener and Chairperson)

(Convener and Chairperson)

Article 22. (Omitted)

Article 22. (Unchanged)

(Newly established)

2. If the Representative Director and President of the

Company is prevented from so doing, another Director in

the order determined in advance by the Board of Directors

shall convene the Board of Directors' meeting and serve

as the Chairperson of the meeting.

Article 22-2. If the Representative Director and President of

(Deleted)

the Company is prevented from so doing, another Director

in the order determined in advance by the Board of

Directors shall convene the Board of Directors' meeting

and serve as the Chairperson of the meeting.

(Convocation notice)

(Convocation notice)

Article 23. Notice of a Board of Directors meeting shall be

Article 23. Notice of a Board of Directors meeting shall be

sent to each Director and Auditornot later than three 3

sent to each Director not later than three 3 days prior to the

days prior to the scheduled date of the meeting. However,

scheduled date of the meeting. However, this period may

this period may be reduced if necessary in an emergency.

be reduced if necessary in an emergency. (Change in

expression in Japanese)

(Newly established)

2. A meeting of the Board of Directors may be held without

the convocation procedure upon the unanimous consent of

the Directors.

Article 23-2. A meeting of the Board of Directors may be

(Deleted)

held without the convocation procedure upon the

unanimous consent of the Directors and the Auditors.

(Newly established)

(Delegation of authority for making decisions on execution

of important business operations)

Article 24. The Company may delegate all or part of

decisions regarding the execution of important business

operations (excluding those in Article Paragraph 5 of the

Companies Act) by resolution of the Board of Directors

pursuant to the provisions of the Article 399-13,

Paragraph 6 of the Companies Act.

(Method of resolution)

(Method of resolution)

Article 24. (Omitted)

Article 25. (Omitted)

(Newly established)

2. The Company shall deem that a resolution of the Board of

Directors has been passed when the requirements

specified in Article 370 of the Companies Act are

satisfied.

Current Articles of Incorporation

Proposed amendment

Article 24-2. The Company shall deem that a resolution of

(Deleted)

the Board of Directors has been passed when the

requirements specified in Article 370 of the Companies

Act are satisfied.

Article 25. (Omitted)

Article 26. (Unchanged)

(Remuneration, etc.)

(Remuneration, etc.)

Article 26.Remuneration, bonuses, and other financial

Article 27.Remuneration, bonuses, and other financial

benefits of Directors given by the Company in

benefits of Directors given by the Company in

consideration of the performance of duties to Directors

consideration of the performance of duties to Directors

shall be determined by resolution of a General Meeting of

shall be determined by resolution of a General Meeting of

Shareholders.

Shareholders, by distinguishing Directors who

concurrently serve as Audit & Supervisory Committee

members from other Directors.

(Exemption of Directors from liability)

(Exemption of Directors from liability)

Article 27(Omitted)

Article 28(Unchanged)

(Newly established)

2. Pursuant to the provisions of Article 427, Paragraph 1 of

the Companies Act, the Company may enter into an

agreement with Directors (excluding those who are

Executive Directors, etc.) limiting their liabilities as

provided in Article 423, Paragraph 1 of said Act;

provided, however, that the amount of limitation of

liability in accordance with the agreement shall be the

amount specified in relevant laws and regulations

Article 27-2. Pursuant to the provisions of Article 427,

(Deleted)

Paragraph 1 of the Companies Act, the Company may

enter into an agreement with Directors (excluding those

who are Executive Directors, etc.) limiting their liabilities

as provided in Article 423, Paragraph 1 of said Act;

provided, however, that the amount of limitation of

liability in accordance with the agreement shall be the

amount specified in relevant laws and regulations

Chapter 5. Corporate Auditors and Audit & Supervisory

(Deleted)

Board

(Number of auditors)

(Deleted)

Article 28. The number of the Corporate Auditors of the

Company shall be no more than 5.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Tamron Co. Ltd. published this content on 01 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2024 03:52:05 UTC.