Tpr Co., Ltd.TSE: 6463

Notice of the 92nd Annual General Meeting of Shareholders and Meeting Materials

May 29, 2025 at 3:18 PM UTC · Issued by TPR 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 our shareholders:

Securities Code: 6463

June 6, 2025 (Start date of measures for electronic provision: May 30, 2025)

Hiroshi Suehiro

Representative Director, Chairman & CEO

TPR Co., Ltd.

1-6-2, Marunouchi, Chiyoda-ku, Tokyo

Notice of the 92nd Annual General Meeting of Shareholders

We are pleased to announce the 92nd Annual General Meeting of Shareholders (the "Meeting") of TPR Co., Ltd. (the "Company"), which will be held as indicated below.

In convening the Meeting, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for electronic provision measures) in electronic format, and posts this information on the Company's website. Please access the following websites to check.

The Company's website: https://www.tpr.co.jp/ir/stock/meeting/ (in Japanese) Website for posted informational materials for the general meeting of shareholders:

https://d.sokai.jp/6463/teiji/ (in Japanese)

In addition to the Company's website, the items for electronic provision measures are also posted on the website of Tokyo Stock Exchange (TSE), so please check from the following.

TSE website: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Access the TSE website by using the internet address shown above, enter "TPR" in "Issue name (company name)" or the Company's securities code "6463" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")

If you are unable to attend on the day of the meeting, you can exercise your voting rights via postal mail or the internet, etc. in advance, so please review the Reference Documents for General Meeting of Shareholders and exercise your voting rights by no later than Monday, June 23, 2025, at 5:10 p.m. (JST).

[When exercising voting rights via the internet, etc.]

When exercising your voting rights online, please refer to "Information on Exercising Your Voting Rights via the Internet, etc." below (in Japanese only).

[When exercising voting rights in writing (via postal mail)]

Please indicate your approval or disapproval of the proposal on the voting form and return it so that it arrives by the deadline stated above.

Date and Time: Tuesday, June 24, 2025, at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
Venue: Grand Hall, the Industry Club of Japan Building 3rd floor
1-4-6, Marunouchi, Chiyoda-ku, Tokyo
Purpose of the Meeting Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 92nd fiscal year (from April 1, 2024 to March 31, 2025), and the results of audits of the Consolidated Financial Statements by the financial auditor and the Audit & Supervisory Board
2. The Non-Consolidated Financial Statements for the 92nd fiscal year (from April 1, 2024 to March 31, 2025)
  Matters to be resolved: Proposal Election of Ten Directors
Determined Matters for Convocation

If there is no indication of approval or disapproval for the proposal when you exercise voting rights in writing (via postal mail), it will be treated as an indication of approval.
In addition, if you exercise your voting rights multiple times via the internet, etc., we will treat the last exercise as the valid exercise of your voting rights.
If you exercise your voting rights both in writing and via the internet, etc., we will treat the exercise of your voting rights via the internet, etc. as valid, irrespective of the arrival date and time.

When you attend the Meeting in person, you are kindly requested to present the voting form at the reception.
If revisions to the items for electronic provision measures arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the aforementioned individual websites on the internet.
Shareholders who have made a request for documentary delivery will be sent a document that describes the items for electronic provision measures. However, in accordance with the provisions of laws and regulations and Article 14 of the Articles of Incorporation of the Company, the document will exclude the following items:
1. "Matters concerning the Company's share acquisition rights, etc." and "Company frameworks and policies" of the Business Report
2. "Notes to the Consolidated Financial Statements"
3. "Notes to the Non-Consolidated Financial Statements"

Therefore, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements stated in the relevant document are part of the documents audited by the financial auditor and the Audit & Supervisory Board Members when preparing the audit report.

Reference Documents for General Meeting of Shareholders Proposal Election of Ten Directors

At the conclusion of the Meeting, the terms of office of all nine Directors will expire. Therefore, the Company proposes the election of ten Directors. Appointment of the candidates for the Directors were made with the report submitted by the Nominating and Remuneration Committee, in which independent outside Directors make up a majority of the members.

The candidates for Director are as follows:

Candidate No.	Name	Position in the Company	Responsibility in the Company, and significant concurrent positions outside the Company
1	Hiroshi Suehiro	Representative Director, Chairman & CEO	Chairman of the Board of FALTEC Co., Ltd.	Reelection Male
2	Kazumi Yano	Representative Director, President & COO	Director of FALTEC Co., Ltd.	Reelection Male
3	Goji Fujishiro	Representative Director, Deputy President and Executive Officer	Corporate Administration, Head of Overseas Operations Director of FALTEC Co., Ltd.	Reelection Male
4	Minoru Tsukahara	Managing Executive Officer	Head of Corporate Administration General Manager of Investor & Shareholder Relations Department	New election Male
5	Hideki Tsukamoto	Managing Executive Officer	Head of Sales & Marketing, Head of Purchasing	New election Male
6	Noriaki Ayuzawa	Director, Managing Executive Officer	Head of Technology Head of Frontier Innovation Center	Reelection Male
7	Masataka Honke	Director	-	Reelection Male Outside Independent
8	Toshihisa Kato	Director	-	Reelection Male Outside Independent
9	Kanako Osawa	Director	Attorney at law Outside Director (Audit & Supervisory Committee Member) of LINTEC Corporation Outside Audit & Supervisory Board Member of Otsuka Holdings Co., Ltd. Outside Audit & Supervisory Board Member of Toshiba Tec Corporation	Reelection Female Outside Independent
10	Kenji Muneto	Director	Management consultant	Reelection Male Outside Independent

Candidate No.	Name	Career summary, position and responsibility in the Company
	Hiroshi Suehiro	Apr. 1981 Apr. 2008 Apr. 2011 Apr. 2014 Apr. 2015 Apr. 2017 Apr. 2017 May 2018 June 2018 June 2019 June 2019 Apr. 2021 June 2024	Joined The Fuji Bank, Limited (Currently Mizuho Bank, Ltd.) Executive Officer, General Manager of Corporate Banking Division No. 7 of Mizuho Corporate Bank, Ltd. Managing Executive Officer, Head of Asia & Oceania Managing Executive Officer, Head of the Americas of Mizuho Bank, Ltd. Senior Managing Executive Officer, Head of the Americas Deputy President & Senior Executive Officer, Head of the Americas of Mizuho Financial Group, Inc. Deputy President & Executive Officer, Head of the Americas of Mizuho Bank, Ltd. Deputy President and Executive Officer of the Company Director, Deputy President and Executive Officer Chairman of the Board of FALTEC Co., Ltd. Representative Director, Chairman & CEO of the Company (current position) Director of FALTEC Co., Ltd. Chairman of the Board of FALTEC Co., Ltd. (current position)
	Reelection
	Male
	Date of birth: September 11, 1958
	Number of shares of the Company held: 24,951
1	Number of years in office: 7 years
	Attendance at Board of Directors meetings: 16/16
	Significant concurrent positions outside the Company
	Chairman of the Board of FALTEC Co., Ltd.
	Reasons for nomination as candidate for Director
	Hiroshi Suehiro has abundant management experience and broad knowledge in various areas such as banking and finance due to having served as Vice President, then Representative Director, Chairman & CEO of the Company after holding the executive positions in other companies over the long term. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director.

Candidate No.	Name	Career summary, position and responsibility in the Company
	Kazumi Yano	Aug. 1982 June 2006 June 2009 June 2011 June 2012 Dec. 2013 June 2017 June 2019 Apr. 2021 June 2021	Joined the Company General Manager of Production Engineering Department of Nagano Plant General Manager of Engineering Development Department General Manager of Production Engineering Department of Nagano Plant Executive Officer, Plant Manager of Nagano Plant, and General Manager of Production Planning Department Executive Officer, Plant Manager of Nagano Plant Director, Managing Executive Officer of the Company Representative Director and President of TPR INDUSTRY CO., LTD. Director, Senior Managing Executive Officer Representative Director, President & COO (current position) Director of FALTEC Co., Ltd. (current position)
	Reelection
	Male
	Date of birth: February 8, 1957
	Number of shares of the Company held: 27,182
2	Number of years in office: 8 years
	Attendance at Board of Directors meetings: 16/16
	Significant concurrent positions outside the Company
	Director of FALTEC Co., Ltd.
	Reasons for nomination as candidate for Director
	Kazumi Yano has broad experience and knowledge in the products and business of the TPR Group, serving as Representative Director, President & COO after holding important positions in the Company's production departments over many years. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director.

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