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.

Securities code: 6941
June 8, 2017
To our shareholders:
Yoshitaka Ota
President
YAMAICHI ELECTRONICS CO., LTD.
2-16-2, Minamikamata, Ota-ku, Tokyo, JAPANNOTICE OF THE 62ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 62nd Ordinary General Meeting of Shareholders of YAMAICHIELECTRONICS CO., LTD. (the “Company”), which will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights by mail or via the Internet. We requestthat you follow the instructions laid out below and exercise your voting rights on or before 5:15 p.m. on Tuesday,June 27, 2017 (JST) after considering the following Reference Documents for the General Meeting ofShareholders.
1. Date and Time: Wednesday, June 28, 2017 at 10:00 a.m. (JST)
2. Venue:
Fourth floor, Convention Hall, Ota City Industrial Plaza (PiO)
1-20-20 Minamikamata, Ota-ku, Tokyo
3. Purposes:Items to be reported:
1. Business Report and Consolidated Financial Statements for the 62nd Term (from April 1, 2016 to March31, 2017), as well as the results of audit of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 62nd Term (from April 1, 2016 to March 31, 2017)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of six (6) Directors
Proposal 3:
Election of one (1) Audit & Supervisory Board Member
Proposal 4:
Election of one (1) substitute Audit & Supervisory Board Member
Proposal 5:
Decision of Remuneration for Directors to Grant Restricted Shares Thereto
4. Instructions on Exercising Voting Rights(1) Voting by mail (in writing)
Please complete the enclosed voting form by indicating “for” or “against” for the proposals and return theform so that it arrives by 5:15 p.m. on Tuesday, June 27, 2017 (JST).
(2) Voting via the Internet
Please refer to “Information on Exercising Voting Rights via the Internet” and vote by 5:15 p.m. on
Tuesday, June 27, 2017 (JST). (Japanese only)(3) Handling of duplicate votes by mail and via the Internet
If you vote twice, by mail and via the Internet, we will consider only the vote via the Internet to be valid.
(4) Handling of multiple votes via the Internet
If you vote more than once via the Internet, we will consider only the final vote to be valid.

- 1 -Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of surplus

The Company’s basic policy for profit distribution is to raise corporate value in the medium to long term, maintainstable dividends and return profits appropriately to shareholders, while also strengthening our financial structure
and business foundation.
In light of a comprehensive assessment of earnings in this fiscal year, future business trends and the financial
foundation, and in recognition of the 60th anniversary of the Company’s foundation, celebrated on November 1,
2016, we propose a 15-yen ordinary dividend plus a 5-yen commemorative dividend to express our gratitude to ourshareholders for their support up until now, as set forth below.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof20 yen per common share of the Company(A 15-yen ordinary dividend plus a 5-yen commemorative dividend marking the 60th anniversary of theCompany’s foundation)
Total amount of dividends: 432,466,740 yen(3) Effective date of distribution of dividends of surplus
June 29, 2017

- 2 -Proposal 2:

Election of six (6) Directors

The terms of office of all six Directors expire at the conclusion of this General Meeting of Shareholders.
Accordingly, we propose the election of six Directors.
The candidates for Directors are as follows:No.

Name(Date of birth)

Career summary, position and responsibilities in the Company(Significant concurrent positions outside the Company)
May 2002
Apr. 2004

123

Number of theCompany’s shares
ownedJoined the CompanySenior Executive Officer and Senior General
Manager of Manufacturing Div.
Oct. 2005
Manager of Sakura Factory
Apr. 2007
General Manager of Corporate Planning Dept.
Yoshitaka Ota
June 2008
Director
64,800(October 10, 1948)
June 2009
Executive Vice-president, Pricon
Microelectronics, Inc.
June 2010
Audit & Supervisory Board Member of theCompany (full-time)
June 2013
President (present position)
Reasons for nomination as candidate for DirectorYoshitaka Ota possesses wide-ranging knowledge and experience in the Company’s overall operations from his
experience in each division, and given his achievements as the President, we have nominated him as a candidate for
Director.
Apr. 1984
Joined the Company
Feb. 2004
Executive Officer
Apr. 2006
President, Yamaichi Electronics Shenzhen Co.,Ltd.
Takeshi Tsuchiya
Apr. 2008
Executive Officer and Senior General Manager
15,100(June 1, 1961)of TS Business Div. of the Company (presentposition)
June 2013
Director and Senior Executive Officer (presentposition)
June 2016
In charge of Optical-related BusinessReasons for nomination as candidate for Director
Takeshi Tsuchiya possesses extensive knowledge and experience in the Company’s operations, particularly in the sales
division, and also has experience in corporate management at subsidiaries. Given his achievements as Director, we havenominated him as a candidate for Director.
Apr. 1987
Joined the Company
Oct. 2007
President, Yamaichi Electronics Shenzhen Co.,Ltd.
Apr. 2012
Executive Officer and Senior General Manager
Junichi Kameya
of Manufacturing Div., General Manager of17,300(June 29, 1964)
Manufacturing Control Dept. of the Company
Apr. 2013
Senior General Manager of CS Business Div.
(present position)
June 2013
Director and Senior Executive Officer (presentposition)
Reasons for nomination as candidate for Director
Junichi Kameya possesses extensive knowledge and experience in the Company’s operations, particularly in the sales
division and the manufacturing division, and also has experience in corporate management at subsidiaries. Given hisachievements as Director, we have nominated him as a candidate for Director.

- 3 -No.

Name(Date of birth)

Career summary, position and responsibilities in the Company(Significant concurrent positions outside the Company)

Number of theCompany’s shares
ownedDec. 1988
Apr. 2009

456Notes:

Joined the Company
General Manager of Overseas Sales Dept.,
Sales Headquarters, Business Control
Kazuhiro MatsudaHeadquarters(April 11, 1964)
Apr. 2014
President, Yamaichi Electronics USA, Inc.
3,000
New election
Apr. 2015
Executive Officer of the Company (presentposition)
Apr. 2017
Acting Senior General Manager ofAdministration Div. (present position)
Reasons for nomination as candidate for Director
Kazuhiro Matsuda possesses extensive knowledge and experience in the Company’s operations, particularly in theoverseas sales division, and also has experience in corporate management at subsidiaries. Given his achievements, wehave newly nominated him as a candidate for Director.
Apr. 1963
Joined Nissan Motor Co., Ltd.
June 1998
Executive Vice President, Nissan Motor Co.,Ltd.
Apr. 2002
Visiting professor, Graduate School ofEconomics, Chuo University
June 2002
Outside Statutory Auditor, Nissan Shatai Co.,Ltd.
Kensho Kusumi
June 2002
Outside Audit & Supervisory Board Member,–(February 1, 1940)
Calsonic Kansei Corporation
July 2005
President, SME Region Shared ServiceCorporation
June 2009
Outside Director, Hibiya Engineering, Ltd.
(present position)
June 2015
Outside Director of the Company (presentposition)
Reasons for nomination as candidate for Outside Director
Kensho Kusumi has extensive experience over many years as a corporate executive and possesses wideranging
knowledge. He provides objective and unbiased advice on management, and we have nominated him as a candidate for
Outside Director.
Apr. 1991
Joined Daiwa Securities Co. Ltd.
July 1994
Joined Daiwa Institute of Research Ltd.
Sept. 1996
Joined Morgan Stanley Japan Limited
Tomohiro Murata
Feb. 2009
Joined Frontier Management Inc.
–(June 17, 1968)
Managing Director (present position)
June 2015
Outside Director of the Company (presentposition)
Reasons for nomination as candidate for Outside Director
Tomohiro Murata has extensive experience over many years as a management consultant and possesses wide-ranging
knowledge. He provides objective and unbiased advice on management, and we have nominated him as a candidate for
Outside Director. While he does not have experience in working directly in corporate management, for the reasons
given above, we believe that he would fulfill his responsibilities as an Outside Director.
1. There is no special interest between each candidate and the Company.
2. Kensho Kusumi and Tomohiro Murata are the candidates for Outside Directors. The Company has registered them as
Independent Officers as stipulated in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange,
Inc. If their reelections are approved, the Company will continue to register them as Independent Officers.
3. Kensho Kusumi and Tomohiro Murata are currently the Company’s Outside Directors, and both will have served as
Outside Directors for two years as of the conclusion of this General Meeting of Shareholders.
4. Based on the provisions in Article 427, Paragraph 1 of the Companies Act, the Company has concluded agreements withKensho Kusumi and Tomohiro Murata that limit the liability for damages specified in Article 423, Paragraph 1 of theCompanies Act to the minimum amount stipulated in Article 425, Paragraph 1 of that Act. If the reelections of both Mr.
Kusumi and Mr. Murata are approved, the Company plans to continue these agreements.

- 4 -Proposal 3:

Election of one (1) Audit & Supervisory Board Member

The term of office of Shin Chikaoka, the Audit & Supervisory Board Member, will expire at the conclusion of thisGeneral Meeting of Shareholders. Accordingly, we propose the election of one Audit & Supervisory BoardMember.
The Audit & Supervisory Board has given its consent to this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
June 2002
Nov. 2003
May 2004
Apr. 2008
June 2008
Apr. 2009

Number of theCompany’s shares
ownedJoined the Company
General Manager of Accounting Dept.
Executive Officer
Senior Executive Officer
Katsuichi KatoDirector (present position)(November 6, 1953)
28,200Senior General Manager of Administration Div. (presentNew electionposition)
Aug. 2012
General Manager of Accounting Dept.
June 2016
Managing Executive Officer of the Company (presentposition)
Reasons for nomination as candidate for Audit & Supervisory Board Member
Katsuichi Kato gained extensive experience in business and corporate management while serving as General Manager of theAccounting Department and as Director for the Company and has adequate knowledge regarding finance and accounting. Based on
his extensive experience and broad-ranging knowledge, we have determined that he is suitable as an Audit & Supervisory Board
Member and we have newly nominated him as a candidate for that position.
Note:

There is no special interest between the candidate and the Company.

- 5 -Proposal 4:

Election of one (1) substitute Audit & Supervisory Board Member

The term of office of Zenji Matsuo, who was appointed as substitute Audit & Supervisory Board Member at the61st Ordinary General Meeting of Shareholders held on June 28, 2016, will expire by the start of this General
Meeting of Shareholders. Accordingly, the Company proposes to elect one substitute Audit & Supervisory Board
Member to prepare for a contingency in which the Company does not have the number of Audit & Supervisory
Board Members required by laws and regulations.
The Audit & Supervisory Board has given its consent to this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)

Number of theCompany’s shares
owned

Apr. 1970

Joined Tokyo Shibaura Electric Co., Ltd. (currently ToshibaCorporation)
Apr. 1995
General Manager of Planning, Procurement Department,
Toshiba Corporation
June 2000
Director and General Manager of Supply Sales Department,
Toshiba Business & Life Service Corporation
Zenji Matsuo
June 2004
Managing Director and General Manger of Procurement(September 11, 1947)
Department, Corporate Planning Department, Toshiba
Business & Life Service Corporation
June 2007
Adviser, Toshiba Business & Life Service Corporation
Apr. 2008
DirectorConstruction Industry Management Operations Officer,
Toshiba Business & Life Service Corporation
Sept. 2009Retired from Toshiba Business & Life Service Corporation
Reasons for nomination as candidate for substitute Audit & Supervisory Board MemberZenji Matsuo has many years of experience as a corporate manager, and is expected to supervise the Directors’ execution ofoperations from an objective and unbiased perspective, making him a well-qualified choice for the Company’s Outside Audit &Supervisory Board Member.
Notes:–

1. There is no special interest between the candidate and the Company.
2. Zenji Matsuo is the candidate for substitute Outside Audit & Supervisory Board Member.
3. If Mr. Matsuo is appointed, the Company plans to conclude an agreement with him that limits the liability for damages
specified in Article 423, Paragraph 1 of the Companies Act to the minimum amount stipulated in Article 425, Paragraph1 based on the provisions in Article 427, Paragraph 1 of that Act.

- 6 -Proposal 5:

Decision of Remuneration for Directors to Grant Restricted Shares Thereto

With regard to the amount of remuneration, etc. for Directors of the Company, it was approved at the 30thOrdinary General Meeting of Shareholders held on March 17, 1986, that the annual remuneration shall be no morethan 500 million yen (excluding employee salaries of Directors who concurrently serve as employees). In addition,a revision for the above amount to include bonuses was approved at the 52nd Ordinary General Meeting ofShareholders held on June 27, 2007.
At this Ordinary General Meeting of Shareholders, the Company proposes to provide additional remuneration in
the form of a grant of shares with transfer restrictions to Directors of the Company (excluding outside Directors;referred to as “Subject Directors”) within the maximum limit established separately from the aforementioned
maximum amount of remuneration for the purpose of providing an incentive for Directors to continuously increase
the Company’s medium- to long-term results and its corporate value and to enhance a management focus onshareholder interests through further promoting the sharing of values between Directors and shareholders.
Pursuant to this proposal, remuneration shall be paid in the form of monetary claims (“Monetary RemunerationClaims”) to grant shares with transfer restrictions to the Subject Directors, and the total amount shall be no morethan 90 million yen per year, an amount deemed to be reasonable in light of the aforementioned purpose. The
specific timing and allocation of such remuneration to the Subject Directors shall be determined by the Board ofDirectors. However, no remuneration to grant shares with transfer restrictions shall be paid to outside Directors.
The above remuneration amounts do not include employee salaries of Directors who concurrently serve asemployees.
The number of Directors is currently six (6) (including two (2) outside Directors). Subject to the approval andadoption of Proposal 2 (Election of six (6) Directors) as originally proposed, the number of Directors shall be six(6) (including two (2) outside Directors).
In addition, the Subject Directors shall pay all of the Monetary Remuneration Claims to be provided pursuant tothis proposal in the form of property contributed in kind in accordance with the resolution of the Board of Directorsof the Company, and shall receive common shares of the Company that shall be issued or disposed of by theCompany. The total number of common shares of the Company to be issued or disposed of by the Company shallbe no more than 70,000 shares annually; provided, however, that, if a share split (including gratis allocation of theCompany’s common shares) or share consolidation of the Company’s common shares is executed on or after theday of approval of this proposal or other grounds occur necessitating adjustment of the total number of theCompany’s common shares issued or disposed of as shares with transfer restrictions, the total number of sharesshall be adjusted to a reasonable extent. The amount to be paid in per share shall be determined by the Board ofDirectors based on the closing price of the Company’s common shares on the Tokyo Stock Exchange on thebusiness day immediately before the date of each resolution of the Board of Directors (if there is no closing priceon such date, the closing price of the closest preceding trading day) to the extent that the amount is not particularly
beneficial to the Subject Directors who will receive the common shares. When issuing or disposing of the commonshares of the Company, an agreement on allotment of shares with transfer restrictions that includes the provisions
summarized below (the “Allotment Agreement”) shall be entered into between the Company and each Subject
Director.
(1)

Restricted period
Subject Directors may not transfer, create security interests in, or otherwise dispose of the common shares of
the Company allotted under the Allotment Agreement (the “Allotted Shares”) for a period of at least one year
and no more than three years determined in advance by the Board of Directors of the Company (the“Restricted Period”). The restrictions described in the preceding sentence will hereinafter be collectively
referred to as the “transfer restrictions.”(2)

Treatment on retirement from office
If a Subject Director retires from the position of Director or Executive Officer not concurrently serving as
Director of the Company or any of its subsidiaries before expiration of the Restricted Period, the Company
shall automatically acquire such Allotted Shares without contribution, except in the case of expiration of termof office, death, or other grounds the Board of Directors of the Company deems justifiable.

(3)

Lifting of transfer restrictions- 7 -Notwithstanding the provisions in (1) above, the Company shall lift the transfer restrictions on all of theAllotted Shares upon expiration of the Restricted Period, on the condition that the Subject Director has
remained in the position of Director or Executive Officer not concurrently serving as Director of theCompany or any of its subsidiaries throughout the Restricted Period. If a Subject Director leaves the position
designated in (2) above before the expiration of the Restriction Period due to expiration of term of office,death, or other grounds the Board of Directors of the Company deems justifiable as specified in (2) above, theCompany shall rationally adjust the number of the Allotted Shares on which the transfer restrictions are to belifted and the timing of lifting the transfer restrictions as needed.
(4)

Treatment during reorganization, etc.
Notwithstanding the provisions in (1) above, if, during the Restriction Period, matters relating to a merger
agreement in which the Company is the disappearing company, a share exchange agreement or share transfer
plan in which the Company becomes a wholly owned subsidiary, or other reorganization, etc. are approved at
the Company’s General Meeting of Shareholders (or a meeting of its Board of Directors in cases whereapproval at the Company’s General Meeting of Shareholders is not required in relation to the reorganization,etc.), the Company shall lift the transfer restrictions on the Allotted Shares with the number of shares that isreasonably determined considering the period from the beginning of the Restriction Period to the date ofapproval of the reorganization, etc., prior to the date on which the reorganization, etc. becomes effective, byresolution of the Board of Directors of the Company. In cases provided above, the Company shall
automatically acquire without contribution the Allotted Shares on which the transfer restrictions have notbeen lifted as of the time immediately after the transfer restrictions were lifted.

(5)

Other Matters to be Determined by the Board of Directors
Further to the above, the methods of expression of intent and notice under the Allotment Agreement, themethod of revision of the Allotment Agreement, and other matters to be determined by the Board of Directors
shall be specified in the Allotment Agreement.

- 8 -