TPR : Notice of the 88th Annual General Meeting of Shareholders.(PDF198KB)

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Securities Code: 6463 June 8, 2021

To our shareholders:

Hiroshi Suehiro

Representative Director, Chairman & CEO

TPR Co., Ltd.

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

Notice of the 88th Annual General Meeting of Shareholders

We are pleased to announce the 88th Annual General Meeting of Shareholders (the "Meeting") of TPR Co., Ltd. (the "Company"), which will be held as indicated below.

This year, to prevent the spread of the novel coronavirus disease (COVID-19) and with the safety and security of shareholders as our top priority, the Company recommends that you refrain from attending the Meeting in person, if at all possible, and exercise your voting rights by postal mail or via the internet. Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting rights no later than 5:00 p.m. Monday, June 28, 2021 (Japan Standard Time).

1. Date and Time: Tuesday, June 29, 2021, at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
2. Venue:Conference room of the Company's headquarters, shin-Marunouchi Center Building 10F
   1-6-2, Marunouchi, Chiyoda-ku, Tokyo
3. Purpose of the Meeting

Matters to be reported:

1. The Business Report and the Consolidated Financial Statements for the 88th fiscal year (from April 1, 2020 to March 31, 2021), 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 88th fiscal year (from April 1, 2020 to March 31, 2021)

Matters to be resolved:

Proposal No. 1 Election of Nine Directors

Proposal No. 2 Payment of Retirement Benefits for Retiring Directors

Proposal No. 3 Final Payment of Retirement Benefits in Conjunction with Abolition of Retirement Benefit Plan for Directors

Proposal No. 4 Revision to Share-based Remuneration for Directors

• When you attend the Meeting in person, you are kindly requested to present the enclosed voting form at the reception.
• Any amendment to the Company's Reference Documents for General Meeting of Shareholders, the Business Report, and the Non-Consolidated and Consolidated Financial Statements will be published on the Company's website (Japanese only).

The Company's website (https://www.tpr.co.jp)

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Reference Documents for General Meeting of Shareholders

Proposal No. 1 Election of Nine Directors

At the conclusion of the Meeting, the terms of office of all nine Directors will expire. Therefore, the Company proposes the election of nine Directors.

The candidates for Director are as follows:

Candidate			Responsibility in the Company, and
Name	Position in the Company	significant concurrent positions outside the
No.
		Company
1	Hiroshi Suehiro	Representative Director,	Board of Director of FALTEC Co., Ltd.	Reelection
Chairman & CEO
2	Kazumi Yano	Representative Director,	-	Reelection
President & COO
3	Masanobu Kishi	Representative Director,	Chairman of the Board of FALTEC Co.,	Reelection
Ltd.
		Director
4	Takehiko Karasawa	Senior Managing	In charge of Overseas Operations	Reelection
		Executive Officer
		Director
5	Akihiko Ii	Senior Managing	In charge of Sales	Reelection
		Executive Officer
6	Sumio Kobayashi	Managing Executive	In charge of Administration (other than	New election
Officer	safety and environments)
				Reelection
7	Masataka Honke	Director	-	Outside
				Independent
				Reelection
8	Toshihisa Kato	Director	-	Outside
				Independent
			Attorney at law	New election
			Outside Director (Audit & Supervisory
9	Kanako Osawa		Outside
	Committee Member) of LINTEC
			Independent
			Corporation

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Candidate		Name	Career summary, position and responsibility in the Company
No.
				Apr. 1981	Joined The Fuji Bank, Limited (Currently Mizuho
					Bank, Ltd.)
				May 2003	General Manager of Mito Branch of Mizuho Bank,
					Ltd.
				Sept. 2004	General Manager of Europe Corporate Banking
	Hiroshi Suehiro	Apr. 2006	Division No. 1 of Mizuho Corporate Bank, Ltd.
				General Manager of Europe Division
		Reelection		Apr. 2008	Executive Officer, General Manager of Corporate
	Date of birth:		Banking Division No. 7
	Apr. 2011	Managing Executive Officer, Head of Asia &
	September 11, 1958
		Oceania
	Number of shares of the	Apr. 2014	Managing Executive Officer, Head of the Americas,
		Mizuho Bank, Ltd.
	Company held:
	1,800		Apr. 2015	Senior Managing Executive Officer, Head of the
	Number of years in office:		Americas
	Apr. 2017	Deputy President & Executive Officer, Head of the
1		3 years		Americas
	Attendance at Board of	May 2018	Vice President and Executive Officer of the
		Company
	Directors meetings:
	June 2018	Director, Vice President and Executive Officer
	18/18
				June 2019	Chairman of the Board of FALTEC Co., Ltd.
				June 2019	Representative Director, Chairman & CEO of the
					Company (current position)
				Apr. 2021	Board of Director of FALTEC Co., Ltd. (current
					position)
	Significant concurrent positions outside the Company

Board of 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 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.

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Candidate		Name	Career summary, position and responsibility in the Company
No.
				Aug. 1982	Joined the Company
	Kazumi Yano	June 2006	General Manager of Production Engineering
		Department of Nagano Plant
				June 2009	General Manager of Engineering Development
		Reelection
					Department
	Date of birth:
	June 2011	General Manager of Production Engineering
	February 8, 1957		Department of Nagano Plant
	Number of shares of the	June 2012	Executive Officer, Plant Manager of Nagano Plant,
		and General Manager of Production Planning
	Company held:
		Department
	7,700
		Dec. 2013	Executive Officer, Plant Manager of Nagano Plant
	Number of years in office:	June 2017	Director, Managing Executive Officer of the
2		4 years		Company
					Representative Director and President of TPR
	Attendance at Board of		INDUSTRY CO., LTD.
	Directors meetings:	June 2019	Director, Senior Managing Executive Officer
	18/18		Apr. 2021	Representative Director, President & COO
					(current position)
	Significant concurrent positions outside the Company
	-
	Reasons for nomination as candidate for Director
	Kazumi Yano 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, and has been serving as
	Representative Director, President & COO since April of this year. Accordingly, the Company proposes to
	nominate him as a candidate to continue serving as Director.

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Candidate		Name	Career summary, position and responsibility in the Company
No.
				Apr. 1976	Joined the Company
				June 2000	General Manager of Quality Engineering
					Department
				Oct. 2001	General Manager of Production Engineering
					Department
	Masanobu Kishi	Oct. 2004	General Manager of Engineering Development
		Department
				June 2006	General Manager of Technical Planning Department
		Reelection
			June 2007	Managing Executive Officer, General Manager of
	Date of birth:		Technical Planning Department
	March 1, 1953	Aug. 2009	Managing Executive Officer, General Manager of
	Number of shares of the		Technical Planning Department, and General
		Manager of Product Development Department
	Company held:	June 2011	Director, Managing Executive Officer, and General
	34,300
			Manager of Technical Planning Department
	Number of years in office:	June 2012	Director, Managing Executive Officer, and General
3		Manager of Sintered Metal Engineering Department
	10 years
	June 2014	Director, Senior Managing Executive Officer
	Attendance at Board of
	June 2016	Director, Senior Managing Executive Officer, and
	Directors meetings:		General Manager of Corporate Planning Department
	18/18		June 2017	Representative Director, President & COO
				June 2018	Board of Director of FALTEC Co., Ltd.
				Apr. 2021	Representative Director of the Company (current
					position)
				Apr. 2021	Chairman of the Board of FALTEC Co., Ltd.
					(current position)

Significant concurrent positions outside the Company

Chairman of the Board of FALTEC Co., Ltd.

Reasons for nomination as candidate for Director

Masanobu Kishi 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 technology departments over many years. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director.

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