TPR : Notice of the 89th Annual 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: 6463 June 8, 2022

To our shareholders:

Hiroshi Suehiro

Representative Director, Chairman & CEO

TPR Co., Ltd.

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

Notice of the 89th Annual General Meeting of Shareholders

We are pleased to announce the 89th Annual General Meeting of Shareholders (the "Meeting") of TPR Co., Ltd. (the "Company"), which will be held as indicated below.

However, in order to prevent the spread of the novel coronavirus disease (COVID-19), you are recommended to exercise your voting rights in writing or via the internet. Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting rights no later than 5:10 p.m. Tuesday, June 28, 2022 (Japan Standard Time).

1. Date and Time: Wednesday, June 29, 2022, 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 89th fiscal year (from April 1, 2021 to March 31, 2022), 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 89th fiscal year (from April 1, 2021 to March 31, 2022)

Matters to be resolved:

Proposal No. 1 Partial Amendments to the Articles of Incorporation

Proposal No. 2 Election of Eight Directors

Proposal No. 3 Election of Two Audit & Supervisory Board Members

• 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)

- 1 -

Reference Documents for General Meeting of Shareholders

Proposal No. 1 Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal

Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation for the introduction of the system for providing informational materials for the general meeting of shareholders in electronic format.

1. Since it is obligatory to stipulate in the Articles of Incorporation that electronic provision measures will be taken for information that is the content of reference documents for the general meeting of shareholders, etc., changes to Article 14 Paragraph 1 (providing information in electronic format, etc.) will be newly established.
2. Regarding the matters for which electronic provision measures will be taken for information that is the content of reference documents for the general meeting of shareholders, etc., in order to be able to limit the scope of matters to be stated in the document to be delivered to the shareholders who requested a delivery within the scope specified by the Ordinance of the Ministry of Justice, changes to Article 14, Paragraph 2 (providing in electronic format, etc.), will be newly established.
3. When the electronic provision system is introduced, the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc. (Article 14 of the current Articles of Incorporation) will no longer be required, so they will be deleted.
4. Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions will be established. Furthermore, these supplementary provisions will be deleted after the period has passed.

2. Details of the amendments

Details of the amendments are as follows:

	(Underlined portions indicate amendments.)
Current Articles of Incorporation	Proposed amendments
(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 14	(Deleted)
When the Company convenes a general meeting of
shareholders, if it discloses information that is to be
stated or presented in the reference documents for the
general meeting of shareholders, business report,
financial statements and consolidated financial
statements through the internet in accordance with the
provisions prescribed by the Ministry of Justice Order, it
may be deemed that the Company has provided this
information to shareholders.
	(Measures, etc. for Providing Information in Electronic
	Format)
(Newly established)	Article 14
	1 When the Company convenes a general meeting of
	shareholders, it shall take measures for providing
	information that constitutes the content of reference
	documents for the general meeting of shareholders,
	etc. in electronic format.

- 2 -

Current Articles of Incorporation		Proposed amendments
	2	Among items for which the measures for providing
		information in electronic format will be taken, the
		Company may exclude all or some of those items
		designated by the Ministry of Justice Order from
		statements in the paper-based documents to be
		delivered to shareholders who requested the delivery
		of paper-based documents by the record date of voting
		rights.
	(Supplementary Provisions)
(Newly established)	1.	The amendment to the Articles of Incorporation
		pertaining to Article 14 shall be effective from
		September 1, 2022, which is the date of enforcement
		of the revised provisions provided for in the proviso to
		Article 1 of the Supplementary Provisions of the Act
		Partially Amending the Companies Act (Act No. 70 of
		2019) (hereinafter referred to as the "Date of
		Enforcement").
	2.	Notwithstanding the provision(s) of the preceding
		paragraph, Article 14 of the Articles of Incorporation
		(Internet Disclosure and Deemed Provision of
		Reference Documents for the General Meeting of
		Shareholders, Etc.) shall remain effective regarding
		any general meeting of shareholders held on a date
		within six months from the Date of Enforcement.
	3.	These Supplementary Provisions shall be deleted on
		the date when six months have elapsed from the Date
		of Enforcement or three months have elapsed from the
		date of the general meeting of shareholders in the
		preceding paragraph, whichever is later.

- 3 -

Proposal No. 2 Election of Eight Directors

At the conclusion of the Meeting, the terms of office of all nine Directors will expire. Therefore, the Company proposes the election of eight 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			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,	Board of Director of FALTEC Co., Ltd.	Reelection
President & COO
		Representative Director,	Chairman of the Board of FALTEC Co.,	Reelection
3	Masanobu Kishi	Chairman of the Board of
Ltd.
		Directors
		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
				Reelection
6	Masataka Honke	Director	-	Outside
				Independent
				Reelection
7	Toshihisa Kato	Director	-	Outside
				Independent
			Attorney at law
			Outside Director (Audit & Supervisory	Reelection
			Committee Member) of LINTEC
8	Kanako Osawa	Director	Outside
Corporation
			Independent
			Outside Audit & Supervisory Board
			Member of Otsuka Holdings Co., Ltd.

- 4 -

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
					Division No. 1 of Mizuho Corporate Bank, Ltd.
	Hiroshi Suehiro	Apr. 2006	General Manager of Europe Division
				Apr. 2008	Executive Officer, General Manager of Corporate
		Reelection			Banking Division No. 7
	Date of birth:	Apr. 2011	Managing Executive Officer, Head of Asia &
		Oceania
	September 11, 1958	Apr. 2014	Managing Executive Officer, Head of the Americas,
	Number of shares of the		Mizuho Bank, Ltd.
	Apr. 2015	Senior Managing Executive Officer, Head of the
	Company held:
	2,600			Americas
	Number of years in office:	Apr. 2017	Deputy President & Senior Executive Officer, Head
1		of the Americas, Mizuho Financial Group, Inc.
	4 years	Apr. 2017	Deputy President & Executive Officer, Head of the
	Attendance at Board of		Americas, Mizuho Bank, Ltd.
	May 2018	Vice President and Executive Officer of the
	Directors meetings:
	17/17			Company
				June 2018	Director, Vice President and Executive Officer
				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.

- 5 -