Tamron Co., Ltd.TSE: 7740

Notice of Convocation of the 79th Ordinary General Meeting of Shareholders

· Issued by Tamron Co., Ltd.

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.

To Shareholders

Shogo Sakuraba President & CEO Tamron Co., Ltd.

Securities Code: 7740

March 5, 2026

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

NOTICE OF CONVOCATION OF THE 79th ORDINARY GENERAL MEETING OF SHEREHOLDERS

Tamron Co., Ltd. (the "Company") hereby notifies you that the 79th Ordinary General Meeting of Shareholders of the Company (the "Meeting") will be held as follows.

Upon convening this General Meeting of Shareholders, the Company has taken 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 the Company website on which the information is posted.

【The Company's Website】

https://www.tamron.com/global/ir/event/event_03.html

(Please access the website above and check the related materials for the 79th Ordinary General Meeting of Shareholders to be held on March 27, 2026.)

The Matters for Electronic Provision are also posted on the website of the Tokyo Stock Exchange (TSE) in addition to the Company's website.

If you are unable to attend the Meeting in person, 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 no later than 5:20 p.m. on Thursday, March 26, 2026 (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.

Details of the Meeting
  1. Date and Time 10:00 a.m. on Friday, March 27, 2026 (reception starts at 9:00 a.m.)
  2. Place "Hiryu," 3rd Floor, Shimizu-en, 2-204-1 Azumacho, Omiya-ku, Saitama City, Saitama (Note: The Company has held its General Meeting of Shareholders on the 5th floor of the Company's Annex. However, for this Meeting, the venue has been changed to the above location to accommodate more shareholders.)
  3. Agenda Reports 1. The Business Report and Consolidated Financial Statements for the 79th Fiscal Year (from January 1, 2025 to December 31, 2025) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Committee.

    2. Report on Non-consolidated Financial Statements for the 79th term (from January 1, 2025 to December 31, 2025)

    Resolutions Proposal No.1: Appropriation of Surplus Proposal No.2: Election of Eight (8) Directors (excluding Directors who are Audit & Supervisory Committee Members) Proposal No.3: Election of Three (3) Directors who are Audit & Supervisory Committee Members
  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 on the Voting Rights Exercise Form, 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 No. 1: Appropriation of Surplus

The Company's basic policy is to maintain a continuous dividend payout ratio of approximately 40% while considering R&D and capital investment for long-term growth and new business development.

Furthermore, with an emphasis on continuing stable profit distribution to shareholders, the Company sets the minimum annual dividend per share of 20 yen.

In addition, in order to further enhance shareholder returns, the Company aims for a total return ratio of approximately 60% through flexible treasury share acquisitions.

Based on this policy, the Company proposes the year-end dividend for the current fiscal year of

26.25 yen per share. The dividend payout ratio (consolidated) will be 49.8%.

  1. Type of dividend:

    Cash

  2. Allotment of dividend property and its total amount:

    26.25 yen per share of common stock of the Company Total amount: 4,279,342,016 yen

    (Note) The Company conducted a 4-for-1 stock split of its common stock effective July 1, 2025. The interim dividend paid with a record date of June 30, 2025 (40 yen per share) is equivalent to 10 yen per share after the stock split. Accordingly, the total annual dividend equivalent for the current fiscal year, including the year-end dividend, amounts to 36.25 yen per share. This represents an effective increase in the annual dividend of 1.25 yen per share.

  3. Effective date of the dividend from surplus: March 30, 2026

    Proposal No. 2: Election of Eight (8) Directors (excluding Directors who are Audit & Supervisory Committee Members)

    The terms of office of all seven (7) current Directors (excluding Directors who are Audit & Supervisory Committee Members; the same shall apply hereinafter in this proposal) will expire at the conclusion of this Meeting. Accordingly, to strengthen the management structure, the

    Company proposes to increase the number of Directors by one (1) and elect eight (8) Directors, including three (3) Outside Directors.

    In addition, this proposal has been reviewed by the Audit & Supervisory Committee, and they have no opinions to express.

    The candidates for Director are as follows:

    Candidate No.

    Name

    Candidate Attribute

    Current Position and Responsibilities at the Company

    1

    Shogo Sakuraba

    (Male)

    [Reappointment]

    President & CEO, In charge of Administrative Management Unit and Compliance

    2

    Tomohide Okayasu

    (Male)

    [Reappointment]

    Corporate Vice President, In charge of Imaging Products Business Unit, Industrial Optics

    Business Unit, Procurement Management Unit, Corporate Strategy Unit, and CSR

    3

    Shenghai Zhang

    (Male)

    [Reappointment]

    Senior Managing Director, In charge of Production Department (Aomori, China, and Vietnam Factories), Mold Technology Center, and Risk Management

    4

    Makoto Otani

    (Male)

    [Reappointment]

    Senior Managing Director, In charge of OEM Component Business Unit, Quality Control & Assurance Supervision Unit, Optical Design &

    Engineering R&D Center, R&D Technology Center, and Information Management

    5

    Akira Okabe

    (Male)

    [New appointment]

    Executive Officer, Assistant to the President

    6

    Eriko Ishii

    (Female)

    [Reappointment] [Outside]

    [Independent]

    Outside Director

    7

    Yasuhiro Shirakawa

    (Male)

    [Reappointment] [Outside]

    [Independent]

    Outside Director

    8

    Hironari Nozaki

    (Male)

    [New appointment] [Outside]

    [Independent]

    -

    [Reappointment] Candidate for Director to be reappointed [Outside] Candidate for Outside Director

    [Independent] Candidate for Independent Director

    [New appointment] Candidate for Director to be newly appointed

    No.

    Name (Date of birth)

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

    Number of the Company's shares held

    [Reappointment]

    Shogo Sakuraba

    (April 1, 1958)

    Tenure as Director 12 years

    Apr. Jan.

    Jan.

    Mar.

    Mar. Aug.

    1981

    2005

    2008

    2014

    2016

    2023

    Joined the Company

    Executive Officer, General Manager of Optical Design & Engineering R & D Unit

    Senior Executive Officer, General Manager, Optical Design & Engineering R & D Unit Director

    Corporate Vice President President & CEO (current post)

    164,764

    shares

    1

    [Reason for nomination as candidate for Director]

    Since assuming the post of President & CEO in 2023, Mr. Shogo Sakuraba has leveraged his extensive experience and knowledge to exercise leadership at the core of management. As Chairman of the Board of Directors, he has appropriately made decisions on important business execution and supervised the execution of duties by Directors.

    The Company has nominated him as a candidate for Director once again, as it has judged him suitable for achieving the sustainable enhancement of the Tamron Group's corporate value.

    Dec.

    2000

    Joined the Company

    [Reappointment]

    Apr.

    2012

    Executive Officer, General Manager, Product

    Development Management & Administration Unit

    Jan.

    2014

    Executive Officer, General Manager, Imaging

    Tomohide Okayasu

    (January 30, 1975)

    Apr. Apr.

    2016

    2017

    Products Business Unit Senior Executive Officer

    Senior Executive Officer of the Company

    53,624

    shares

    Vice Chairman, TAMRON USA, INC.

    Tenure as Director

    8 years

    Mar. Mar.

    2018

    2023

    Director

    Managing Director

    2

    Mar.

    2025

    Corporate Vice President (current post)

    [Reason for nomination as candidate for Director]

    Mr. Tomohide Okayasu has been serving as a Director of the Company since 2018. Utilizing

    his experience and expertise, he is responsible for the Company's management and oversees

    the Imaging Products Business Unit, Industrial Optics Business Unit, Procurement

    Management Unit, Corporate Strategy Unit, and CSR.

    As a member of the Board of Directors, he has appropriately made decisions on important

    business execution and supervised the execution of duties by Directors. The Company has

    nominated him as a candidate for Director once again, as it has judged him suitable for

    achieving the sustainable enhancement of the Tamron Group's corporate value.

    No.

    Name (Date of birth)

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

    Number of the

    Company's

    shares held

    3

    [Reappointment]

    Shenghai Zhang

    (January 7, 1960)

    Tenure as Director 10 years

    Jan. Apr.

    Apr.

    Mar. Mar. Mar.

    1997

    2010

    2014

    2016

    2020

    2025

    Joined the Company

    Executive Officer of the Company, Managing Director, TAMRON OPTICAL (FOSHAN) CO., LTD.

    Senior Executive Officer of the Company Managing Director, TAMRON OPTICAL (FOSHAN) CO., LTD.

    Director

    Managing Director

    Senior Managing Director (current post)

    89,924

    shares

    [Reason for nomination as candidate for Director]

    Mr. Shenghai Zhang has been serving as a Director of the Company since 2016. Utilizing his experience and expertise, he is responsible for the Company's management and oversees the Production Division (Aomori Factory, China Factory, and Vietnam Factory), Mold & Tooling Technology Center, and Risk Management.

    As a member of the Board of Directors, he has appropriately made decisions on important business execution and supervised the execution of duties by Directors. The Company has nominated him as a candidate for Director once again, as it has judged him suitable for

    achieving the sustainable enhancement of the Tamron Group's corporate value.

    Apr.

    1984

    Joined the Company

    [Reappointment]

    Apr.

    2012

    Executive Officer, General Manager, OEM

    Component Business Unit

    Makoto Otani

    (January 17, 1962)

    Mar.

    Apr.

    2015

    2016

    Executive Officer, General Manager, Industrial Optics Business Unit

    Senior Executive Officer, General Manager

    59,984

    shares

    Tenure as Director 8 years

    Mar. Mar.

    2018

    2023

    Industrial Optics Business Unit

    Director

    Managing Director

    4

    Mar.

    2025

    Senior Managing Director (current post)

    [Reason for nomination as candidate for Director]

    Mr. Makoto Otani has been serving as a Director since 2018. Utilizing his experience and

    expertise, he is responsible for the Company's management and oversees the OEM

    Component Business Unit, Quality Control & Assurance Supervision Unit, Optical Design

    & Engineering R&D Center, R&D Technology Center, and Information Management.

    As a member of the Board of Directors, he has appropriately made decisions on important

    business execution and supervised the execution of duties by Directors. The Company has

    nominated him as a candidate for Director once again, as it has judged him suitable for

    achieving the sustainable enhancement of the Tamron Group's corporate value.

    No.

    Name (Date of birth)

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

    Number of the Company's

    shares held

    5

    [New appointment]

    Akira Okabe

    (November 8, 1964)

    Tenure as Director

    -

    Apr. Mar.

    Dec.

    May Mar.

    Jan.

    1989

    2009

    2012

    2017

    2022

    2025

    Joined Mitsui & Co., Ltd.

    Director and General Manager, Finance & Accounting Division, PT Mitsui & Co. Indonesia

    General Manager, Chemicals Accounting Department, Financial Management Division No. 3, Mitsui & Co., Ltd. Representative Director and CFO, Kaset Phol Sugar Ltd.

    Director, Executive Vice President, CFO & CCO, and Head of Financial Management Division, Mitsui Bussan Agro-Business Co., Ltd.

    Joined the Company as Executive Officer, Assistant to the President (current position)

    - shares

    [Important concurrent positions outside the Company]

    -

    [Reasons for nomination as candidate for Director]

    Mr. Akira Okabe has extensive experience in the practical operations and oversight of administrative divisions, including finance, accounting, IT, human resources, legal affairs, and general affairs, having served as CFO for several companies in a global business environment during his long career at a major trading company.

    Since 2025, he has appropriately performed his duties as an Executive Officer of the Company.

    The Company has newly nominated him as a candidate for Director, as it expects him to leverage his broad insight and experience in administrative functions to achieve the sustainable enhancement of the Tamron Group's corporate value.

    No.

    Name (Date of birth)

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

    Number of the

    Company's

    shares held

    Oct.

    2004

    Registered as an attorney,

    Joined Mori Hamada & Matsumoto LPC

    Feb.

    2011

    Registered as an attorney in the State of New York

    Jul.

    2016

    Partner of Shin Saiwai Law Office (current post)

    Dec.

    2018

    Outside Director, Audit & Supervisory Committee Member

    SmartDrive Inc. (current post)

    May

    2019

    Supervisory Auditor,Canadian Solar Infrastructure Fund,Inc.

    (current post)

    [Reappointment] [Outside]

    Jun.

    2019

    Outside Audit & Supervisory Board Member, ALMAD, INC. (current post)

    [Independent]

    Mar.

    2021

    Outside Director of the Company (current post)

    Mar.

    2021

    Outside Director, Audit & Supervisory Committee Member,

    Eriko Ishii

    (January 3, 1981)

    Oct.

    2022

    Sun Asterisk Inc. (current post)

    Executive Director, Ichigo Hotel REIT Investment Corporation (current post)

    5,600

    shares

    Jun.

    2023

    Outside Audit & Supervisory Board Member,

    6

    Tenure as Director

    erex Co., Ltd. (current post)

    [Important concurrent positions outside the Company] Attorney (Partner of Shin Saiwai Law Office)

    Outside Director, Audit & Supervisory Committee Member, SmartDrive inc.

    Supervisory Director, Canadian Solar Infrastructure Fund, Inc. Outside Audit & Supervisory Board Member, ALMAD, INC. Outside Director, Audit & Supervisory Committee Member, Sun Asterisk Inc.

    Executive Director, Ichigo Hotel REIT Investment Corporation Outside Audit & Supervisory Board Member, erex Co., Ltd.

    5 years

    [Reasons for nomination as candidate for Outside Director and expected roles]

    Ms. Eriko Ishii is well-versed in M&A and general corporate legal affairs and possesses

    specialized expertise as an attorney-at-law.

    The Company has nominated her as a candidate for Outside Director once again, as it

    expects her to leverage her expertise to achieve the sustainable enhancement of the Tamron

    Group's corporate value.

    No.

    Name (Date of birth)

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

    Number of the Company's shares held

    Apr.

    1986

    Joined National Police Agency (NPA)

    Jan.

    2010

    Director, International Affairs Division,

    Commissioner-General's Secretariat, NPA

    Apr.

    2013

    Chief, Miyazaki Prefectural Police

    Sept.

    2014

    Director, General Affairs Division,

    [Reappointment] [Outside] [Independent]

    Aug. Sept.

    2015

    2016

    Commissioner-General's Secretariat, NPA

    Deputy Director-General in charge of

    International Affairs and Cybersecurity,NPA Deputy Director-General, Security Bureau

    and in charge of 2020 Olympics and Paralympics, NPA

    Yasuhiro Shirakawa

    Aug.

    2017

    Director-General, Foreign Affairs

    400 shares

    (June 1, 1963)

    and Intelligence Department, NPA

    Jul.

    2018

    Director-General, Community Safety Bureau, NPA

    7

    Tenure as Director

    1 year

    Jun.

    Jul.

    2020

    2022

    Audit & Supervisory Board Member,

    JR West Real Estate & Development Company (current post)

    Special Advisor, West Japan Railway Company

    (current post)

    Mar.

    2025

    Outside Director of the Company (current post)

    [Important concurrent positions outside the Company]

    -

    [Reasons for nomination as candidate for Outside Director and expected roles]

    Mr. Yasuhiro Shirakawa was involved in police administration for many years and is well-versed

    in police administrative laws in general. He also possesses abundant experience and high insight,

    having served as a Corporate Auditor at another company.

    The Company has nominated him as a candidate for Outside Director once again, as it expects

    him to leverage his experience and insight to achieve the sustainable enhancement of the Tamron

    Group's corporate value. This includes providing advice from professional perspectives,

    particularly regarding risk management and compliance, and supervising the execution of duties

    by Directors to strengthen the Company's corporate governance.

    No.

    Name (Date of birth)

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

    Number of the Company's

    shares held

    Apr.

    1986

    Joined Saitama Bank, Ltd. (currently Saitama

    Jun.

    2000

    Resona Bank, Ltd.)

    Resigned from Asahi Bank, Ltd. (currently Resona

    [New appointment] [Outside] [Independent]

    Jul. Oct.

    2000

    2001

    Bank, Ltd.)

    Senior Analyst, Equity Research Department, ABN AMRO Securities (Japan)

    Head of Equity Research and Senior Analyst, HSBC Securities (Japan)

    May

    2004

    Managing Director, Equity Research Department,

    Hironari Nozaki

    (December 14, 1963)

    Apr.

    2013

    Citigroup Global Markets Japan

    Visiting Professor, Graduate School of Policy and Information Studies,

    - shares

    8

    Tenure as Director

    -

    Apr. Apr.

    2015

    2018

    Chiba University of Commerce

    Professor, Faculty of Integrated Social Studies, Kyoto Bunkyo University

    Professor, Faculty of Global Regional Studies,

    Dec.

    2025

    Toyo University (current position)

    Member, "Asset Management for Growth Strategy

    Development" Subcommittee,

    Cabinet Secretariat (current position)

    [Reasons for nomination as candidate for Outside Director and expected roles]

    Mr. Hironari Nozaki has been involved in corporate analysis for many years as an analyst and possesses a deep understanding of corporate management and high insight into capital markets.

    The Company has newly nominated him as a candidate for Outside Director, as it expects him to leverage his expertise to achieve the sustainable enhancement of the Group's corporate value, including providing advice from an investor's perspective.

    (Notes)

    1. There are no special interests between each candidate and the Company.

    2. Ms. Eriko Ishii, Mr. Yasuhiro Shirakawa, and Mr. Hironari Nozaki are candidates for Outside Director.

    3. Ms. Eriko Ishii and Mr. Yasuhiro Shirakawa are currently Outside Directors of the Company. At the conclusion of this General Meeting, the tenure of Ms. Eriko Ishii as Outside Director will be five (5) years, and the tenure of Mr. Yasuhiro Shirakawa will be one (1) year.

    4. The Company has entered into an agreement with Ms. Eriko Ishii and Mr. Yasuhiro Shirakawa to limit their liability for damages under Article 423, paragraph 1 of the Companies Act, pursuant to the provisions of Article 427, paragraph 1 of the same Act. The maximum amount of liability for damages under this agreement is the minimum liability amount stipulated in Article 425, paragraph 1 of the Companies Act. If their re-election is approved, the Company plans to continue the said agreement with each of them. Furthermore, if the election of Mr. Hironari Nozaki is approved, the Company plans to enter into the same liability limitation agreement with him.

    5. The Company has entered into a directors' and officers' liability insurance contract with an insurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. The insurance covers damages and litigation costs incurred by the insured people, including Directors of the Company, in the event that a claim for damages is filed against them by shareholders, investors, or other third parties during the insurance period. If each candidate is elected and assumes office as Director, they will be included as insured people under the insurance contract. The Company plans to renew the insurance contract with the same terms and conditions at the time of the next renewal.

    6. Ms. Eriko Ishii and Mr. Yasuhiro Shirakawa satisfy the independence criteria established by the Company and the requirements for independent officers as stipulated by the Tokyo Stock Exchange, and the Company has designated them as independent officers to the Tokyo Stock Exchange. If their re-election is approved, the Company plans to continue to designate them as independent officers. Furthermore, if the election of Mr. Hironari Nozaki is approved, the Company plans to designate him as an independent officer.

Proposal No. 3: Election of Three (3) Directors Serving as Audit & Supervisory Committee Members

The terms of office of all four (4) Directors serving as Audit & Supervisory Committee

Members will expire at the conclusion of this General Meeting. Accordingly, the Company proposes to decrease the number of Directors by one (1) in line with the review of the

management system, and requests the election of three (3) Directors serving as Audit & Supervisory Committee Members. If this proposal is approved as proposed, the Audit & Supervisory Committee will consist of three (3) members. However, the Company has judged

that the effectiveness of audits can continue to be ensured through cooperation with the internal audit department and other means.

The Audit & Supervisory Committee has given its consent to this proposal.

The candidates for Director serving as Audit & Supervisory Committee Members are as follows:

Candidate No.

Name

Candidate Attribute

Current Position and Responsibilities at the Company

1

Kayoko Nishimura

(Female)

[New appointment] [Outside]

[Independent]

-

2

Takashi Ueda

(Male)

[Reappointment] [Outside]

[Independent]

Outside Director of the Company (Audit & Supervisory Committee Member)

3

Akira Yokota

(Male)

[New appointment] [Outside]

[Independent]

No.

Name (Date of birth)

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

Number of the Company's

shares held

Jul.

1991

Vice President, Head of Equity and Fixed Income Management Accounting, Finance Department, Credit Suisse Financial Products Securities Japan (currently UBS Securities Co., Ltd.)

Director, Head of Equity Division Management Accounting,

Barclays Capital Securities Japan (currently Barclays Securities Japan Limited)

Executive Director, Head of Equity Division Management Accounting, Asia-Pacific, Lehman Brothers Securities Japan Inc.

Head of Accounting Department, Asia-Pacific, Lehman Brothers Securities Japan Inc.

Chief Administration Officer, Global Finance Division, Nomura Holdings, Inc.

Managing Director, Chief Financial Officer, Member of the Board (CGMJ),

Citigroup Global Markets Japan Inc. Citibank, N.A., Tokyo Branch

Jul.

2000

[Newappointment]

[Outside] [Independent]

Jun.

2001

Kayoko Nishimura

(August 3, 1960)

Jun.

2006

- shares

Tenure as Director

-

Oct.

2008

1

Jan.

2018

[Important concurrent positions outside the Company]

-

[Reasons for nomination as candidate for Outside Director and expected roles]

Ms. Kayoko Nishimura has served as a head of finance departments and as a Director at securities firms for many years and possesses a deep understanding of finance and accounting.

The Company has newly nominated her as a candidate for Outside Director serving as an Audit & Supervisory Committee Member, expecting her to leverage this insight to provide supervision and advice on the execution of duties by Directors from a professional perspective, and to involve herself in and supervise the selection of officer candidates and the determination of officer remuneration from an objective and neutral standpoint.

No.

Name (Date of birth)

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

Number of the Company's

shares held

Apr.

1981

Joined the Saitama Bank, Ltd (the present Saitama

Resona Bank, Limited)

May

1997

General Manager of Isogo Branch of Asahi Bank, Ltd.

(the present Resona Bank, Limited and Saitama Resona

Bank, Limited)

Jun.

2003

General Manager of Tokyo Sales Department 3 of

Resona Bank, Limited

Apr.

2008

General Manager of Saitama Sales Department of

Saitama Resona Bank, Limited

Jun.

2009

Executive Officer in charge of the Tokyo metropolitan

area (Block) of Resona Bank, Limited

Jun.

2011

Senior Managing Director of Resona Card Co., Ltd.

[Reappointment]

Jun.

2017

Executive Officer In charge of Administration General

[Outside]

Affairs & Human Resources Dept., Administrative

[Independent]

Management Unit and Overseas Business Department

Takashi Ueda

(May 15, 1957)

Apr.

2020

of FUJISASH CO.,LTD.

Executive Officer in charge of Group Internal Control and Audit Department of FUJISASH CO.,LTD.

1,200

shares

Jun.

2020

Director of FUJISASH CO.,LTD.

Tenure as Director

2 years

May

2021

Executive Officer in charge of Group Internal Control and Business Administrations Dept., Business

Management Unit of FUJISASH CO.,LTD.

2

Jun.

2021

Managing Executive Officer In charge of Group

Internal Control and Business Administrations Dept.,

Business Management Unit of FUJISASH CO.,LTD.

Mar.

2023

Audit & Supervisory Board Member of the Company

(current post)

Jul.

2023

President & CEO of Management Support Consulting

Ltd. (current post)

Mar.

2024

Outside Director of the Company (Audit & Supervisory

Committee Member) (current post)

[Important concurrent positions outside the Company]

President & CEO of Management Support Consulting Co., Ltd.

[Reasons for nomination as candidate for Outside Director and expected roles]

Mr. Takashi Ueda has extensive experience in corporate management, having served

at financial institutions and as the Director of other companies, as well as being the

Representative Director of Management Support Consulting Co., Ltd. He also has

experience in internal control and audit departments.

The Company has nominated him as a candidate for Outside Director serving as an Audit &

Supervisory Committee Member once again, expecting him to leverage this insight to

provide supervision and advice on the execution of duties by Directors from a professional

perspective, and to involve himself in and supervise the selection of officer candidates and

the determination of officer remuneration from an objective and neutral standpoint.

No.

Name (Date of birth)

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

Number of the Company's

shares held

Apr.

1985

Joined Mitsui Trust and Banking Company, Limited

Oct.

2007

(currently Sumitomo Mitsui Trust Bank, Limited)

General Manager, Human Resources Department,

Jul.

2011

The Chuo Mitsui Trust and Banking Company, Limited

(currently Sumitomo Mitsui Trust Bank, Limited) Executive Officer and General Manager, Human

[Newappointment] [Outside]

Apr.

2012

Resources Department,

The Chuo Mitsui Trust and Banking Company, Limited Executive Officer and General Manager, Human

[Independent]

Resources Department,

Sumitomo Mitsui Trust Bank, Limited

Akira Yokota

Apr.

2015

Executive Officer, Sumitomo Mitsui Trust Bank,

- shares

(April 3, 1962)

Apr.

2017

Limited

Managing Executive Officer, Sumitomo Mitsui Trust

Tenure as Director

Bank, Limited

-

Aug.

2021

Representative Director and Deputy President,

3

Jun.

2024

UBS SuMi TRUST Wealth Management Co., Ltd.

Standing Audit & Supervisory Board Member, Sumitomo Mitsui Trust Panasonic Finance Co., Ltd. (current position)

[Important concurrent positions outside the Company] Standing Audit & Supervisory Board Member, Sumitomo Mitsui Trust Panasonic Finance Co., Ltd.

[Reasons for nomination as candidate for Outside Director and expected roles]

Mr. Akira Yokota has served as a Director and Corporate Auditor in a major financial institution group and possesses experience in corporate management and practical experience in promoting human capital management as the head of a personnel department.

The Company has newly nominated him as a candidate for Outside Director serving as an Audit & Supervisory Committee Member, expecting him to leverage this insight to provide supervision and advice on the execution of duties by Directors from a professional perspective, and to involve himself in and supervise the selection of officer candidates and the determination of officer remuneration from an objective and neutral standpoint.

(Notes)
  1. There are no special interests between each candidate and the Company.

  2. Ms. Kayoko Nishimura, Mr. Takashi Ueda and Mr. Akira Yokota are candidates for Outside Director.

  3. Mr. Takashi Ueda is currently an Outside Director serving as an Audit & Supervisory Committee Member of the Company. At the conclusion of this General Meeting, his tenure as Outside Director serving as an Audit & Supervisory Committee Member will be two (2) years.

  4. The Company has entered into an agreement with Mr. Takashi Ueda to limit his liability for damages under Article 423, paragraph 1 of the Companies Act, pursuant to the provisions of Article 427, paragraph 1 of the same Act. The maximum amount of liability for damages under this agreement is the minimum liability amount stipulated in Article 425, paragraph 1 of the Companies Act. If his election is approved, the Company plans to continue the said agreement with him. Furthermore, if the election of Ms. Kayoko Nishimura and Mr. Akira Yokota is approved, the Company plans to enter into the same liability limitation agreement with each of them.

  5. The Company has entered into a directors' and officers' liability insurance contract with an insurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. The insurance covers damages and litigation costs incurred by the insured persons, including Directors serving as Audit & Supervisory Committee Members of the Company, in the event that a claim for damages is filed against them by shareholders, investors, or other third parties during the insurance period. If each candidate is elected and assumes office as Director serving as an Audit & Supervisory Committee Member, they will be included as insured persons under the insurance contract. The Company plans to renew the insurance contract with the same terms and conditions at the time of the next renewal.

  6. Mr. Takashi Ueda satisfies the independence criteria established by the Company and the requirements for independent officers as stipulated by the Tokyo Stock Exchange, and the Company has designated him as an independent officer to the Tokyo Stock Exchange. If his election is approved, the Company plans to continue to designate him as an independent officer. Furthermore, if the election of Ms. Kayoko Nishimura and Mr. Akira Yokota is approved, the Company plans to designate them as independent officers.

Reference: Director Skills Matrix (in the case where the candidates are approved in this General Meeting of Shareholders)

The composition of the Board of Directors and the professional knowledge and background of each Director, in the event that Proposal No.2 and Proposal No.3 are approved as proposed, are as follows:

Name

Position at Tamron

Business

management

Global

Production, development

Sales, marketing

Finance, accounting

Legal, risk

management compliance

ESG,

Sustainability

Shogo Sakuraba

President & CEO

○

○

○

○

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Tomohide Okayasu

Corporate Vice President

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○

○

○

○

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Shenghai Zhang

Senior Managing

Director

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○

○

○

Makoto Otani

Senior Managing Director

○

○

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Akira Okabe

Director

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○

○

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Eriko Ishii

Outside Director

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Yasuhiro Shirakawa

Outside Director

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○

Hironari Nozaki

Outside Director

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○

○

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Kayoko Nishimura

Outside Director [Full-time Audit & Supervisory

Committee Member]

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○

○

○

Takashi Ueda

Outside Director [Audit & Supervisory

Committee Member]

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○

Akira Yokota

Outside Director [Audit & Supervisory Committee

Member]

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○

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End

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