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.
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 SHEREHOLDERSTamron 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- Date and Time 10:00 a.m. on Friday, March 27, 2026 (reception starts at 9:00 a.m.)
- 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.)
-
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 - Guide to Exercising Voting Rights
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.
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.
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.
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 SurplusThe 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%.
Type of dividend:
Cash
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.
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)
There are no special interests between each candidate and the Company.
Ms. Eriko Ishii, Mr. Yasuhiro Shirakawa, and Mr. Hironari Nozaki are candidates for Outside Director.
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.
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.
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.
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.
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. | |||||
There are no special interests between each candidate and the Company.
Ms. Kayoko Nishimura, Mr. Takashi Ueda and Mr. Akira Yokota are candidates for Outside Director.
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.
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.
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.
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.
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 | ○ | ○ | ○ | ○ | ○ | ||
Tomohide Okayasu | Corporate Vice President | ○ | ○ | ○ | ○ | ○ | ○ | |
Shenghai Zhang | Senior Managing Director | ○ | ○ | ○ | ○ | |||
Makoto Otani | Senior Managing Director | ○ | ○ | ○ | ||||
Akira Okabe | Director | ○ | ○ | ○ | ○ | |||
Eriko Ishii | Outside Director | ○ | ○ | |||||
Yasuhiro Shirakawa | Outside Director | ○ | ○ | |||||
Hironari Nozaki | Outside Director | ○ | ○ | ○ | ○ | |||
Kayoko Nishimura | Outside Director [Full-time Audit & Supervisory Committee Member] | ○ | ○ | ○ | ○ | |||
Takashi Ueda | Outside Director [Audit & Supervisory Committee Member] | ○ | ○ | |||||
Akira Yokota | Outside Director [Audit & Supervisory Committee Member] | ○ | ○ | ○ | ○ |
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