Tpr Co., Ltd.TSE: 6463

Notice of the 93rd Annual General Meeting of Shareholders and Meeting Materials

· 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 8, 2026 (Start date of measures for electronic provision: June 1, 2026)

Goji Fujishiro

Representative Director, Chairman & CEO

TPR Co., Ltd.

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

Notice of the 93rd Annual General Meeting of Shareholders

We are pleased to announce the 93rd 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 22, 2026, 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.

  1. Date and Time: Tuesday, June 23, 2026, at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
  2. Venue: Grand Hall, the Industry Club of Japan Building 3rd floor

    1-4-6, Marunouchi, Chiyoda-ku, Tokyo

  3. Purpose of the Meeting Matters to be reported:
    1. The Business Report and the Consolidated Financial Statements for the 93rd fiscal year (from April 1, 2025 to March 31, 2026), 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 93rd fiscal year (from April 1, 2025 to March 31, 2026)

      Matters to be resolved:Proposal No. 1 Election of Eight DirectorsProposal No. 2 Election of Two Audit & Supervisory Board Members
  4. Determined Matters for Convocation
  1. 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.

  2. 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.

  3. 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. “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 ShareholdersProposal No. 1 Election of Eight Directors

      At the conclusion of the Meeting, the terms of office of all ten Directors will expire. Therefore, in order to strengthen the oversight function of management within the Board of Directors by increasing the ratio of outside Directors, the Company proposes the election of eight Directors by reducing the number of Directors by two. 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

      Goji Fujishiro

      Representative Director, Chairman & CEO

      Chairman of the Board of FALTEC Co., Ltd.

      Reelection Male

      2

      Koji Owa

      President & COO

      New election Male

      3

      Hiroshi Suehiro

      Representative Director

      Director of FALTEC Co., Ltd.

      Reelection Male

      4

      Hideki Tsukamoto

      Director

      Managing Executive Officer

      Head of Sales & Marketing, Head of Purchasing

      Reelection Male

      5

      Toshihisa Kato

      Director

      —

      Reelection Male Outside Independent

      6

      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

      7

      Kenji Muneto

      Director

      Management consultant

      Outside Director of EcoDesign, Inc.

      Reelection Male Outside Independent

      8

      Kanako Fukuda

      —

      New election Female Outside Independent

      Candidate No.

      Name

      Career summary, position and responsibility in the Company

      1

      Goji Fujishiro

      Reelection Male

      Date of birth:

      January 5, 1965

      Number of shares of the Company held:

      22,050

      Number of years in office:

      2 years

      Attendance at Board of Directors meetings: 16/16

      Apr. 1987

      Joined The Fuji Bank, Limited (Currently Mizuho Bank, Ltd.)

      Apr. 2015

      Executive Officer and General Manager of Executive Secretariat of Mizuho Financial Group, Inc.

      Apr. 2016

      Managing Executive Officer in charge of Sales of Mizuho Bank Ltd.

      Apr. 2018

      Managing Executive Officer and Head of Global Products Unit of Mizuho Financial Group, Inc.

      Apr. 2019

      Managing Executive Officer, Head of Asset

      Management Company and Head of Global Products Unit

      Apr. 2020

      Senior Managing Executive Officer in charge of West Japan of Mizuho Bank Ltd.

      Apr. 2021

      Deputy President & Executive Officer in charge of West Japan

      May 2021

      Deputy President & Executive Officer in charge of West Japan and Head of Kansai Regional Group

      June 2023

      Deputy President and Executive Officer of the Company

      Apr. 2024

      Deputy President and Executive Officer Head of Overseas Operations

      June 2024

      Director of FALTEC Co., Ltd.

      Director, Deputy President and Executive Officer of the Company (Head of Overseas Operations)

      Apr. 2025

      Representative Director, Deputy President and Executive Officer of the Company

      Apr. 2026

      Chairman of the Board of FALTEC Co., Ltd. (current position)

      Representative Director, Chairman & CEO of the Company (current position)

      Significant concurrent positions outside the Company

      Chairman of the Board of FALTEC Co., Ltd.

      Reasons for nomination as candidate for Director

      Goji Fujishiro has abundant management experience and broad knowledge in various areas such as banking and finance 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

      2

      Koji Owa

      New election Male

      Date of birth:

      December 24, 1969

      Number of shares of the Company held:

      7,464

      Number of years in office:

      —

      Attendance at Board of Directors meetings:

      —

      Apr. 1990

      Joined the Company

      June 2014

      General Manager of Production Engineering Department of Nagano Plant

      June 2017

      Seconded as General Manager (and President) of

      United Piston Ring, Inc., Overseas Operations DEPT. No.1

      Apr. 2021

      General Manager of Nagano Plant

      Apr. 2023

      Executive Officer (Head of Production (Piston Ring))

      Apr. 2026

      President & COO (current position)

      Significant concurrent positions outside the Company

      —

      Reasons for nomination as candidate for Director

      Koji Owa has broad experience and knowledge in the products and business of the TPR Group, having held important positions in the Company’s production departments over many years. Accordingly, the Company proposes to nominate him as a candidate to serve as Director.

      Candidate No.

      Name

      Career summary, position and responsibility in the Company

      3

      Hiroshi Suehiro

      Reelection Male

      Date of birth:

      September 11, 1958

      Number of shares of the Company held:

      66,902

      Number of years in office:

      8 years

      Attendance at Board of Directors meetings: 16/16

      Apr. 1981

      Joined The Fuji Bank, Limited (Currently Mizuho Bank, Ltd.)

      Apr. 2008

      Executive Officer, General Manager of Corporate Banking Division No. 7 of Mizuho Corporate Bank, Ltd.

      Apr. 2011

      Managing Executive Officer, Head of Asia & Oceania

      Apr. 2014

      Managing Executive Officer, Head of the Americas

      of Mizuho Bank, Ltd.

      Apr. 2015

      Senior Managing Executive Officer, Head of the

      Americas

      Apr. 2017

      Deputy President & Senior Executive Officer, Head of the Americas of Mizuho Financial Group, Inc.

      Apr. 2017

      Deputy President & Executive Officer, Head of the Americas of Mizuho Bank, Ltd.

      May 2018

      Deputy President and Executive Officer of the Company

      June 2018

      Director, Deputy President and Executive Officer

      June 2019

      Chairman of the Board of FALTEC Co., Ltd.

      June 2019

      Representative Director, Chairman & CEO of the Company

      Apr. 2021

      Director of FALTEC Co., Ltd.

      June 2024

      Chairman of the Board of FALTEC Co., Ltd.

      Apr. 2026

      Director of FALTEC Co., Ltd. (current position) Representative Director of the Company (current position)

      Significant concurrent positions outside the Company

      Director 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 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

      4

      Hideki Tsukamoto

      Reelection Male

      Date of birth:

      April 2, 1967

      Number of shares of the Company held:

      15,400

      Number of years in office:

      1 year

      Attendance at Board of Directors meetings: 13/13

      Apr. 1990

      Joined the Company

      June 2014

      General Manager of Nagoya Sales Office

      June 2017

      General Manager of Corporate Planning Department

      July 2017

      General Manager of Corporate Planning Department, and General Manager of New Business Planning Department

      June 2019

      Executive Officer, General Manager of Corporate Planning Department, and General Manager of New Business Planning Department

      Apr. 2020

      Executive Officer (Head of New Business Planning & Development)

      Apr. 2025

      Managing Executive Officer (Head of Sales & Marketing, Head of Purchasing)

      June 2025

      Director, Managing Executive Officer (current position)

      Head of Sales & Marketing, Head of Purchasing

      Significant concurrent positions outside the Company

      —

      Reasons for nomination as candidate for Director

      Hideki Tsukamoto has broad experience and knowledge in the products and business of the TPR Group, having held important positions in the Company’s sales and new business development departments over many years. 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

      5

      Toshihisa Kato

      Reelection Male Outside Independent

      Date of birth:

      November 25, 1953

      Number of shares of the Company held:

      10,876

      Number of years in office:

      7 years

      Attendance at Board of Directors meetings: 16/16

      Apr. 1978

      Joined Ajinomoto Co., Inc.

      July 1996

      Associate General Manager of Central Research Laboratories

      July 1998

      Associate General Manager of Research and Development Department

      July 2000

      General Manager of Production Division No. 1 of Tokai Plant

      Apr. 2005

      General Manager of Fine Chemical & Pharmaceutical Industrialization Center

      July 2006

      General Manager of Tokai Plant

      July 2007

      Corporate Executive Officer, General Manager of Tokai Plant

      July 2009

      Corporate Executive Officer, General Manager of AOC Department, Bioscience Products & Fine Chemicals Division

      Oct. 2010

      Corporate Executive Officer, General Manager of Material Development & Application Labs, Bioscience Products & Fine Chemicals Division

      July 2011

      Corporate Vice President, Deputy Chief Technology Officer

      In charge of Open Innovation Affairs and Intellectual Property Affairs

      July 2013

      Corporate Vice President, General Manager of Institute For Innovation

      July 2017

      Advisor

      June 2019

      Outside Director of the Company (current position)

      Significant concurrent positions outside the Company

      —

      Reasons for nomination as candidate for outside Director and outline of expected roles

      Toshihisa Kato has experience of having held important positions in operating companies over many years, and has experience in corporate management, and the Company has therefore deemed that he will appropriately execute his duties as outside Director of the Company. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director. If he is elected, he will be involved in matters related to the nomination and remuneration of the Company’s Directors, etc. as a member of the Nominating and Remuneration Committee from an objective and neutral standpoint.

      Candidate No.

      Name

      Career summary, position and responsibility in the Company

      6

      Kanako Osawa

      Reelection Female Outside Independent

      Date of birth:

      December 22, 1970

      Number of shares of the Company held:

      7,076

      Number of years in office:

      5 years

      Attendance at Board of Directors meetings: 16/16

      Mar. 1998

      Graduated from Legal Training and Research Institute of Japan (the 50th Class), Supreme Court of Japan

      Apr. 1998

      Registered as an attorney at law

      Apr. 1998

      Joined Kajitani Law Offices (current position)

      Oct. 2005

      Admitted to the bar of the State of New York, USA

      June 2015

      Outside Director (Audit & Supervisory

      Committee Member) of LINTEC Corporation (current position)

      June 2021

      Outside Director of the Company (current position)

      Mar. 2022

      Outside Audit & Supervisory Board Member of Otsuka Holdings Co., Ltd. (current position)

      June 2022

      Outside Audit & Supervisory Board Member of Toshiba Tec Corporation (current position)

      Significant concurrent positions outside the Company

      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

      Reasons for nomination as candidate for outside Director and outline of expected roles

      Although she does not have experience of being involved in corporate management directly by any method other than being an outside officer in the past, Kanako Osawa has been active in a wide range of fields as an attorney at law and has cultivated expert knowledge and experience. The Company has therefore deemed that she will appropriately execute her duties as outside Director of the Company. Accordingly, the Company proposes to nominate her as a candidate to continue serving as Director. If she is elected, she will be involved in matters related to the nomination and remuneration of the Company’s Directors, etc. as a member of the Nominating and Remuneration Committee from an objective and neutral standpoint.

      Candidate No.

      Name

      Career summary, position and responsibility in the Company

      7

      Kenji Muneto

      Reelection Male Outside Independent

      Date of birth:

      June 1, 1961

      Number of shares of the Company held:

      4,326

      Number of years in office:

      3 years

      Attendance at Board of Directors meetings: 16/16

      Apr. 1985

      Joined Diesel Kiki Co., Ltd.

      Apr. 2004

      General Manager, Business Planning Department, Sales Division, Head Office of Bosch Automotive Systems Corporation

      Apr. 2007

      General Manager, No. 2 Sales Department, Fuel

      Injection System Unit of Bosch Corporation

      Apr. 2009

      Executive Officer, Fuel Injection System Unit, General Manager of Sales Division

      Aug. 2013

      Senior Managing Executive Officer, and President of Bosch Fuel Injection Business Japan Division

      June 2021

      Retired from Bosch Corporation

      Sept. 2021

      Management consultant (current position)

      June 2023

      Outside Director of the Company (current position)

      Apr. 2026

      Outside Director of EcoDesign, Inc. (current position)

      Significant concurrent positions outside the Company

      Management consultant

      Outside Director of EcoDesign, Inc.

      Reasons for nomination as candidate for outside Director and outline of expected roles

      Kenji Muneto has experience of having held important positions in operating companies over many years, and has experience in corporate management, and the Company has therefore deemed that he will appropriately execute his duties as outside Director of the Company. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director. If he is elected, he will be involved in matters related to the nomination and remuneration of the Company’s Directors, etc. as a member of the Nominating and Remuneration Committee from an objective and neutral standpoint.

      Candidate No.

      Name

      Career summary, position and responsibility in the Company

      8

      Kanako Fukuda

      New election Female Outside Independent

      Date of birth:

      (June 29, 1965)

      Number of shares of the Company held:

      0

      Number of years in office:

      —

      Attendance at Board of Directors meetings:

      —

      Apr. 1988

      Joined Sumitomo Chemical Co., Ltd.

      Apr. 2013

      General Manager, CSR Promotion Office (Social Contribution and Disaster Recovery Support), Sumitomo Chemical Co., Ltd.

      Apr. 2016

      General Manager, CSR Promotion Department, Sumitomo Chemical Co., Ltd.

      Apr. 2019

      Director and General Manager, CSR Promotion Department, Sumitomo Chemical Co., Ltd.

      Apr. 2020

      Executive Officer of Sumitomo Chemical Co., Ltd., and Vice President of Sumitomo Chemical Europe S.A./N.V.

      Apr. 2021

      Executive Officer of Sumitomo Chemical Co., Ltd., and President of Sumitomo Chemical Europe S.A./N.V.

      Apr. 2024

      Managing Executive Officer, General Manager of Sustainability Department, Sumitomo Chemical Co., Ltd.

      Apr. 2026

      Advisor, Sumitomo Chemical Co., Ltd. (current position)

      Significant concurrent positions outside the Company

      —

      Reasons for nomination as candidate for outside Director and outline of expected roles

      Kanako Fukuda has experience of having held important positions in operating companies over many years, as well as abundant experience and broad knowledge in CSR and sustainability promotion. The Company has therefore deemed that she will appropriately execute her duties as outside Director, and proposes to nominate her as a candidate for Director. If she is elected, she will be involved in matters related to the nomination and remuneration of the Company’s Directors, etc. as a member of the Nominating and Remuneration Committee from an objective and neutral standpoint.

      Notes: 1. There is no special interest between any of the candidates and the Company.

      1. Toshihisa Kato, Kanako Osawa, Kenji Muneto, and Kanako Fukuda are candidates for outside Director. The Company has provided notice of the statuses of Toshihisa Kato, Kanako Osawa, and Kenji Muneto as independent officers to the Tokyo Stock Exchange. If Kanako Fukuda is elected, the Company plans to provide notice of her status as an independent officer to the Tokyo Stock Exchange.

      2. The Company has entered into limited liability agreements of damages with Toshihisa Kato, Kanako Osawa, and Kenji Muneto in order to enable them to adequately perform the expected role as outside Director, and plans to continue this agreement with them if their election is approved. If Kanako Fukuda is elected, the Company plans to newly enter into an agreement with her.

        The outline of the agreement is as follows:

        • If the Company incurs damage as a result of the failure of the outside Director to perform his/her duties, as long as the outside Director performed his/her duties in good faith and without gross negligence, the liability for damage that the outside Director shall owe to the Company shall be limited to the minimum amount of liability specified in Article 425, paragraph (1) of the Companies Act.

      3. The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in Article 430-3, paragraph (1) of the Companies Act, and a summary of the contents of the agreement is described in 3. “Matters Concerning Company Officers” of the Business Report (Japanese). If the election of the candidates for Director is approved, they will be included as an insured person under this insurance policy. In addition, the Company plans to renew the insurance policy with the same contents at the next renewal.

Proposal No. 2 Election of Two Audit & Supervisory Board Members

The Company stipulates in its Articles of Incorporation that the upper limit of Audit & Supervisory Board Members is five. At the conclusion of the Meeting, the terms of office of Yutaka Sukegawa and Shinya Tanaka will expire. Therefore, the Company proposes the election of two Audit & Supervisory Board Members.

Furthermore, the consent of the Audit & Supervisory Board has been obtained for this proposal. The candidates for Audit & Supervisory Board Member are as follows:

Candidate No.

Name

Career summary, position in the Company

1

Shinichi Manabe

New election Male Outside Independent

Date of birth:

(September 1, 1962)

Number of shares of the Company held:

0

Number of years in office:

—

Attendance at Board of Directors meetings:

—

Attendance at Audit & Supervisory Board meetings:

—

Apr. 1986

Joined The Yasuda Mutual Life Insurance Company

Apr. 2005

Corporate Sales General Manager, Corporate Sales Department II, Public Corporations Division IV, Meiji Yasuda Life Insurance Company

Apr. 2009

Corporate Sales General Manager, South Kyushu

Corporate Sales Department, Kyushu & Okinawa Public Corporations Division, Meiji Yasuda Life Insurance Company

Apr. 2012

General Manager, Kinki Public Corporations Department II, Kinki Public Corporations Division, Meiji Yasuda Life Insurance Company

Apr. 2015

Internal Audit Officer, Internal Audit Department, Meiji Yasuda Life Insurance Company

Apr. 2017

General Manager, Osaka Public Corporations Division, Meiji Yasuda Life Insurance Company

Apr. 2021

General Manager, Hokkaido & Tohoku Public Corporations Division, Meiji Yasuda Life Insurance Company

Apr. 2024

Seconded to Meiji Yasuda Life Planning Center Co., Ltd., Affiliated Companies Department of Meiji Yasuda Life Insurance Company (General Manager of Corporate Administration Support Department) (current position)

Significant concurrent positions outside the Company

—

Reasons for nomination as outside Audit & Supervisory Board Member

Although he does not have experience of being involved in corporate management directly, Shinichi Manabe has a long-spanning career history working in corporate sales departments of other companies, and he has extensive experience and insight in relation to finance and taxation. The Company has therefore deemed that he is suitably qualified to carry out audits of business operations. Accordingly, the Company proposes to nominate him as a candidate to serve as Audit & Supervisory Board Member.

Candidate No.

Name

Career summary, position in the Company

2

Eijiro Yamanaka

New election Male Outside Independent

Date of birth:

(November 28, 1962)

Number of shares of the Company held:

0

Number of years in office:

—

Attendance at Board of Directors meetings:

—

Attendance at Audit & Supervisory Board meetings:

—

Apr. 1985

Joined The Yasuda Trust & Banking Co., Ltd.

Dec. 2009

General Manager of Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd.

Apr. 2013

General Manager of Trust Comprehensive Sales

Department No. 8, Mizuho Trust & Banking Co., Ltd.

Apr. 2014

Executive Officer and Manager of Fukuoka Branch, Mizuho Trust & Banking Co., Ltd.

Apr. 2017

Retired from Mizuho Trust & Banking Co., Ltd.

Apr. 2017

Appointed President and Director of Sanpou Insurance Services Co., Ltd.

Apr. 2026

Retired from Sanpou Insurance Services Co., Ltd.

Significant concurrent positions outside the Company

—

Reasons for nomination as outside Audit & Supervisory Board Member

Eijiro Yamanaka has abundant management experience from his long-spanning career history as a company officer at other companies, and he has extensive knowledge and insight in relation to finance. The Company has therefore deemed that he is suitably qualified to carry out audits of business operations. Accordingly, the Company proposes to nominate him as a candidate to serve as Audit & Supervisory Board Member.

Notes: 1. There is no special interest between any of the candidates and the Company.

  1. Shinichi Manabe and Eijiro Yamanaka are candidates for outside Audit & Supervisory Board Member. If Shinichi Manabe and Eijiro Yamanaka are elected, the Company plans to provide notice of their status as independent officers to the Tokyo Stock Exchange.

  2. The Company plans to enter into an agreement to limit the liability of damages with Eijiro Yamanaka in order to enable him to adequately perform the expected role as outside Audit & Supervisory Board Member if his election is approved. The outline of the agreement is as follows: (Shinichi Manabe is not included because he is scheduled to assume office as Full-Time Audit & Supervisory Board Member.)

    • If the Company incurs damage as a result of the failure of the outside Audit & Supervisory Board Member to perform his/her duties, as long as the outside Audit & Supervisory Board Member performed his/her duties in good faith and without gross negligence, the liability for damage that the outside Audit & Supervisory Board Member shall owe to the Company shall be limited to the minimum amount of liability specified in Article 425, paragraph (1) of the Companies Act.

  3. The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in Article 430-3, paragraph (1) of the Companies Act, and a summary of the contents of the agreement is described in 3. “Matters Concerning Company Officers” of the Business Report (Japanese). If the election of the candidates for Audit & Supervisory Board Member is approved, they will continue to be included as an insured person under this insurance policy. In addition, the Company plans to renew the insurance policy with the same contents at the next renewal.

(Reference) Corporate Governance Overview

The Company has adopted a company structure with an Audit & Supervisory Board as its institutional design, and is committed to ensuring transparency and soundness in management and to building a corporate governance system that enables sustainable growth.

The Board of Directors includes multiple highly independent outside Directors and outside Audit & Supervisory Board Members. To enhance transparency, objectivity, and oversight from an external perspective, the Company has established a Nominating and Remuneration Committee, whose majority is made up of independent outside Directors. The Company has also established various committees, including the Sustainability Promotion Committee, Compliance Committee, Risk Management Committee, and Health and Safety Committee, to enhance the soundness of management. The Audit & Supervisory Board functions independently from the Board of Directors and audits the execution of duties by the Directors. It works closely with the internal audit and internal control departments to ensure effective and appropriate audits.

To enable prompt decision-making and enhance operational efficiency by separating management oversight from business execution, an Executive Officer System has been adopted.

Corporate governance system

The corporate governance system of the Company is as follows.

(as of March 31, 2026)

Changes in corporate governance structure

(Reference) Policy for Election of Directors

The Company’s Articles of Incorporation stipulate that the number of Directors be no more than ten, which is an appropriate size for rapid decision-making on an ongoing basis.

As part of the process of Director candidate nomination, we create a matrix that lists the skills, career history, and expertise of each current Director. We then consider the knowledge, experience, and capabilities of the candidates. These include their ability to make accurate and prompt decisions at Board of Directors meetings, their ability to properly manage business from a global perspective, their ability to monitor the execution of business by other Directors, and their ability to comprehensively oversee the business divisions they would be in charge of. We then select the candidates from a comprehensive perspective with the aim of putting the right person in the right position, regardless of nationality or gender.

Going forward, the Company will continue to emphasize balance when selecting Director candidates, following the established scale and approach.

(Reference) Criteria for Determining the Independence of Outside Officers

The Company uses the following criteria for determining the independence of its outside officers.

In order for an outside Director or outside Audit & Supervisory Board Member of the Company to be considered independent, that individual must not fall under any of the following categories:

  1. Executive directors, executive officers or other employees of the Company or any of its subsidiaries

  2. Entities for which the Company is a major client or the executives of such entities

  3. The Company’s major clients or their executives

  4. A consultant, accounting professional, or legal professional who receives a large amount of money or other property from the Company other than officer remuneration (If the entity receiving the property concerned is an organization such as a corporation or association, this refers to any person who belongs to that organization)

  5. Anyone who has fallen under any of the categories of ii., iii., or iv. above in the past year

  6. A spouse or a relative within the second degree of kinship of any person that falls under any of the categories of i. through v. above (excluding unimportant positions).

    Notes: 1. “Entity for which the Company is a major client” refers to a party that received payments from the Company in the most recent fiscal year amounting to 2% or more of that party’s annual consolidated net sales, or 100 million yen, whichever is greater.

    1. “The Company’s major client” refers to a party that made payments to the Company in the most recent fiscal year amounting to 2% or more of the Company’s annual consolidated net sales, or 100 million yen, whichever is greater.

    2. Receiving “a large amount of money or other property from the Company other than officer remuneration” refers to receiving money or assets from the Company—excluding officer remuneration—in an amount equivalent to 2% or more of that party’s sales or total revenue, or 10 million yen, whichever is greater, during the most recent fiscal year.

(Reference) Skill matrix of new management structure (planned)

Name

Position in the Company

Fields of expertise

Nominating and Remuneration Committee

Corporate Management

Finance

Production, Engineering and/or IT

Sales

Global

Legal Affairs and/or Risk Management

Director

Goji Fujishiro

Representative Director, Chairman & CEO

●

●

●

●

●

●

Reelection Male

Koji Owa

Representative Director, President & COO

●

●

●

New election Male

Hiroshi Suehiro

Representative Director

●

●

●

●

Reelection

Male

Hideki Tsukamoto

Director

Managing Executive Officer

●

●

●

Reelection Male

Toshihisa Kato

Director

●

●

●

●

●

Reelection

Male

Outside

Independent

Kanako Osawa

Director

●

●

●

●

Reelection

Female Outside

Independent

Kenji Muneto

Director

●

●

●

●

●

Reelection

Male

Outside

Independent

Kanako Fukuda

Director

●

●

●

●

New election

Female Outside

Independent

Audit & Supervisory Board Member

Masahiro Kitahara

Full-Time Audit & Supervisory Board Member

●

●

●

Male

Ryoji Kojima

Full-Time Audit & Supervisory Board Member

●

●

Male

Shinichi Manabe

Full-Time Audit & Supervisory Board Member

●

●

●

New election

Male

Outside

Independent

Takashi Yonekawa

Audit & Supervisory Board Member

●

●

●

●

Male

Outside

Independent

Eijiro Yamanaka

Audit & Supervisory Board Member

●

●

●

●

New election

Male

Outside

Independent

Reasons for Selecting Skills and Definitions of Those

Skill item

Reason for selection

Corporate Management

To achieve sustainable growth for the Group and enhance corporate value over the medium to long term, insight in areas such as the formulation and execution of management strategies, organizational management, and business portfolio management is essential. This item was selected because, as the business environment surrounding the automotive industry undergoes significant changes, a high level of knowledge in overall management serves as the foundation for the Board of Directors’ decision-making and oversight functions.

Finance

Insight in finance, accounting, and capital policy is essential for managing business with a capital efficiency in mind, making sound investment decisions, maintaining and improving financial soundness, and fostering constructive dialogue with shareholders and investors. This item was selected to achieve a balance between sustainable growth investments and a stable management foundation.

Production, Engineering and/or IT

The source of the Company’s competitiveness lies in manufacturing capabilities backed by quality, productivity, and technical expertise. In addition, the importance of addressing environmental sustainability, strengthening development capabilities, innovating production processes, and promoting digital transformation has grown significantly in recent years.

This item was selected as insight in manufacturing, technological development, and IT utilization is directly linked to maintaining and enhancing business competitiveness.

Sales

Within the Group, it is essential to propose products and specifications that accurately meet customer needs through business operations that integrate sales and engineering.

Establishing highly precise specifications through close communication with customers from the design phase through to mass production is one of the sources of the Company’s competitive ability. This item was selected because such insight and experience in sales are indispensable for strengthening the customer base and ensuring the sustainable growth of business.

Global

The Group has been setting up overseas sites for many years, and global business infrastructure is a key strength. Insight and experience in international business are essential for business operations that take into account regional market characteristics, customer needs, geopolitical risks, and supply chains. This item was selected based on the recognition that this global perspective is a critical factor in maintaining and enhancing the Group’s competitiveness and supporting sustainable growth.

Legal Affairs and/or Risk Management

As legal systems and compliance requirements surrounding corporate activities become increasingly complex, it is essential to establish and operate appropriate internal controls, risk management, and governance systems. This item was selected to ensure sound and transparent management and to uphold the trust of stakeholders.

(Reference) Policy on Shares Held as Cross-Shareholdings
  1. Policy on cross-shareholding

    The Company believes that collaboration with various companies is essential for business expansion and sustainable growth.

    To enhance its corporate value while maintaining cooperative relationships, the Company assesses the medium- to long-term strategic importance of each investment by comprehensively considering factors such as business strategy relevance, relationships with business partners, and profitability relative to capital cost. We retain only those shareholdings that are deemed reasonable under this policy. Based on this policy, the appropriateness of each individual holding is reviewed annually at the Board of Directors meeting. The Company then reduces its holdings of any shares that are determined to lack sufficient justification for continued ownership.

  2. Exercise of voting rights related to cross-shareholdings

    The Company exercises voting rights for its cross-shareholdings based on the following criteria, evaluating each proposal individually.

    1. Whether the proposal contributes to the medium- to long-term enhancement of the Company’s corporate value as a shareholder

    2. Whether the proposal raises concerns regarding violations of laws or breaches of corporate ethics

  3. Initiative to reduce cross-shareholdings

    As part of our 2026 Medium-Term Management Plan, the Company is committed to improving capital efficiency in order to achieve sustainable corporate value enhancement. Accordingly, we plan to allocate funds obtained through the sale of cross-shareholdings to growth investments and shareholder returns.

  4. Status of cross-shareholdings

In accordance with the above policy, the Company continued to reduce cross-shareholdings by selling three holdings in FY2025. However, due to fluctuations in stock prices, the market value of some shares increased, resulting in a balance sheet amount of 48,516 million yen. Note that we will continue to reduce our holdings in FY2026 as well.

Category

As of March 31, 2025

As of March 31, 2026 (Current Period)

Number of Stocks Held

Total Balance Sheet Amount

(Million Yen)

Number of Stocks Held

Total Balance Sheet Amount

(Million Yen)

Stocks Not Listed

15

707

15

1,233

Stocks Other Than Those Not Listed

26

26,237

24

33,210

Shares Deemed to Be Held

10

12,235

9

14,073

Total

51

39,179

48

48,516

Consolidated Net Assets

198,635

213,016

Shareholding Ratio

19.7%

22.8%

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