Tamron : Notice of Convocation of the 75th Ordinary General Meeting of Shareholders

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: 7740

March 8, 2022

To Shareholders

Shiro Ajisaka

President & CEO

Tamron Co., Ltd.

1385 Hasunuma, Minuma-ku, Saitama,

Saitama Prefecture, Japan

NOTICE OF CONVOCATION OF THE

75th ORDINARY GENERAL MEETING OF SHEREHOLDERS

Tamron Co., Ltd. (the "Company") hereby notifies you that the 75th Ordinary General Meeting of Shareholders of the Company (the "Meeting") will be held as follows.

From the viewpoint of preventing the spread of COVID-19, we respectfully request that you exercise your voting rights ahead of the General Meeting of Shareholders either in writing or online and refrain from attending the venue on the day of the meeting. Please review the following "Reference Documents for General Meeting of Shareholders" and exercise your voting rights no later than 5:20 p.m., Monday, March 28, 2022 (Japan Standard Time) in accordance with the guide to exercising voting rights later in this notice.

1. Date and Time 10 a.m. on Tuesday, March 29, 2022 (reception starts at 9 a.m.)

2. Place	5th floor, Annex to the Head Office of Tamron Co., Ltd.
	1385 Hasunuma, Minuma-ku, Saitama, Saitama Prefecture, Japan
	(Please refer to the guide map provided at the end of this Notice of Convocation for directions.)

3. Agenda

Reports 1. Business Report for the 75th term (from January 1, 2021 to December 31, 2021),

consolidated financial statements for the 75th term, and results of audit on the consolidated financial statements by Independent Auditors and the Audit & Supervisory Board

2. Report on non-consolidated financial statements for the 75th term (from January 1, 2021 to December 31, 2021)

Resolutions

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendment of Articles of Incorporation

Proposal 3: Election of Eleven (11) Directors

Proposal 4: Revision to Compensation to Directors

－ 1 －

4. Guide to Exercising Voting Rights

1. If you exercise your voting rights by mail
   Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:20 p.m. on Monday, March 28, 2022.
2. If you exercise your voting rights by Internet, etc.
   If you exercise your voting rights on the Internet or by any other similar means, please read "Guidance Notes on the Exercise of Voting Rights via the Internet, etc." and exercise your voting rights by 5:20 p.m. on Monday, March 28, 2022.

End

If you are attending the Meeting, the Company asks that you kindly submit the enclosed Voting Rights Exercise Form

to the reception desk at the venue on the day of the General Meeting of Shareholders.

Notes to consolidated financial statements and notes to non-consolidated financial statements are published on the

official website of the Company (http://www.tamron.co.jp, Japanese only) in accordance with the provisions of the

relevant law and the Article 15 of its Articles of Incorporation. They are not stated in this Notice of Convocation.

Hence, the consolidated financial statements and non-consolidated financial statements audited by members of the

Audit & Supervisory Committee and Independent Auditors include the financial statements provided with this

Convocation Notice and notes to the financial statements published on the Company's official website.

If and when the Company makes any correction to the Business Report, consolidated financial statements, non-

consolidated financial statements and the Reference Documents for the General Meeting of Shareholders provided

with this Notice of Convocation the Company will announce the correction on its official website

(http://www.tamron.co.jp, Japanese only).

－ 2 －

Reference Documents for the General Meeting of Shareholders

Proposal 1: Appropriation of Surplus

The basic policy of the Company is to continue the stable distribution of profits to shareholders with an emphasis on continual dividends with a dividend payout ratio of around 35% according to the operating results, while considering the necessity of strengthening the management structure and research and development and capital investment for the launch of a new business from a long-term perspective, among other necessities.

In accordance with this fundamental policy, the Company would like to increase the year-end dividend per share for the fiscal year under review to 57 yen, mainly taking into consideration that performance through the fiscal year surpassed expectations.

As the Company paid an interim dividend of 25 yen per share in September 2021, the annual dividend will be 82 yen per share, the highest annual dividend ever. Note that a dividend payout ratio(consolidated) of 33.0%.

1. Type of dividend Cash
2. Matters concerning allocation of dividend and its total amount 57.00 yen per one common share of the Company

Total amount of dividend 1,204,905,729 yen

1. Effective date of the dividend from surplus March 30, 2022

－ 3 －

Proposal 2: Partial Amendment of Articles of Incorporation

1. Reasons for amendment of the Articles of Incorporation

1. The Company proposes shortening the term of office of Directors from two years to one year in order to build a management framework which will allow it to respond quickly to changes in the operating environment and also to further clarify the management responsibility of Directors and to increase opportunities to earn trust from shareholders. As a result, the Company proposes deleting the provisions on adjustment of the term of office.
2. The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No.70 of 2019) are due to come into effect on September 1, 2022, and the Company, therefore, proposes amending its Articles of Incorporation to prepare for adoption of a system for the electronic provision of materials for the General Meeting of Shareholders. Details are as follows.
3. • Article 15 in the proposed amendments stipulates to the effect that the Company shall take the electronic

provision measures with respect to information that constitutes the content of reference materials for the General Meeting of Shareholders.

• Article 15-2 in the proposed amendments establishes provisions to limit the scope of matters to be stated in the document that will be issued to shareholders who requested the issuance of the document.

• Since the provisions on Disclosure on the Internet and De Facto Provision of Shareholders' General Meeting Reference Documents, etc. (Article 15 of the current Articles of Incorporation) will no longer be

necessary, the Company proposes deleting these provisions.

• In connection with newly established and deleted provisions described above, the Company proposes establishing supplementary provisions on the dates changes take effect, etc.

2. Details of the amendments to the Articles of Incorporation

Details of the amendments are set out below.

	(The underlined parts show the change.)
Current Articles of Incorporation	Proposed Amendments
(Disclosure on the Internet and De Facto Provision of
Shareholders' General Meeting Reference Documents, etc.)
Article 15. When convening a shareholders meeting, the
Company may consider the information disclosed on the matters
that should be specified or displayed in reference documents for
the General Meeting of Shareholders, business reports, financial
statements, and consolidated financial statements via methods
that use the internet pursuant to the Ministry of Justice
ordinance as having been provided to the shareholders.

－ 4 －

Current Articles of Incorporation	Proposed Amendments
＜New＞	（Electronic Provision Measure, etc.)
	Article 15. Upon convening a General Meeting of
	Shareholders, the Company shall take the
	electronic provision measure with respect to
	information that constitutes the content of
	reference materials for the meeting of
	shareholders, etc.
	Article 15-2. Among matters for which the electronic
	provision measure will be taken, the Company is
	not required to state all or some of the matters
	prescribed by the Ministry of Justice Order in the
	document that will be issued to shareholders who
	requested the issuance of the document by the
	record date for the exercise of voting rights.
(Term of office)	(Term of office)
Article 20. The term of office of Directors shall expire at	Article 20. The term of office of Directors shall expire at
the time of conclusion of the ordinary general meeting of	the time of conclusion of the ordinary general meeting
shareholders with respect to the last business year ending	of shareholders with respect to the last business year
within two (2)years after their election.	ending within one (1)year after their election.
Article 20-2. The term of office of a Director appointed
as an addition or alternate shall end at the expiration of
the term of office of other Directors holding office.
＜New＞	(Supplementary Provisions)
	1.The deletion of Article 15 on the current Articles of
	Incorporation (Disclosure on the Internet and De Facto
	Provision of Shareholders' General Meeting Reference
	Documents, etc.) and the new establishment of Article
	15 in the proposed amendment (Electronic Provision
	Measure, etc.) shall take effect on the date of
	enforcement (hereinafter, the "Enforcement Date") of
	the amended provisions stipulated in the proviso of
	Article 1 of the Supplementary Provisions of the Act
	Partially Amending the Companies Act (Act No.70 of
	2019).
	2.Notwithstanding the provisions of the preceding
	paragraph, Article 15 of the current Articles of
	Incorporation shall remain valid for any General
	Meeting of Shareholders the date of which is a date
	within six (6) months of the Enforcement Date.
	3.These Supplementary provisions shall be deleted on
	the date on which six (6) months have elapsed from
	the Enforcement Date or the date on which three (3)
	months have elapsed from the date of the General
	Meeting of Shareholders under the preceding
	paragraph, whichever is later.

－ 5 －