(Translation)

Stock Exchange Code: 9735
June 25, 2014
To our shareholders,
Notice of Resolutions of the 53rd Ordinary General Meeting of Shareholders
Dear Shareholders,
We are pleased to announce that the matters below were reported and resolved at the53rd Ordinary General Meeting of Shareholders of SECOM CO., LTD. (“the Company”) held
today.
Yours very truly,
Hiroshi Ito
President and Representative Director
SECOM CO., LTD.
5-1 Jingumae 1-Chome,
Shibuya-ku, Tokyo, Japan
PARTICULARSMatters Reported:
1. Report on the Business Report, the Consolidated Financial Statements for the 53rdFiscal Year (from April 1, 2013 to March 31, 2014) and the Results on the Audits ofConsolidated Financial Statements by the Accounting Auditor and the Audit &Supervisory Board.
2. Report on the Non-Consolidated Financial Statements for the 53rd Fiscal Year (fromApril 1, 2013 to March 31, 2014).
Matters Resolved:
First Item of Business:

Distribution of Surplus
As originally proposed, it was resolved that cash dividends forthe fiscal year under review were increased by Yen 10 per sharefrom Yen 105 per share for the previous fiscal year to Yen 115
per share.

(Translation)

Second Item of Business:

Partial Amendments to the Articles of Incorporation
As originally proposed, it was resolved to amend the Articles ofIncorporation. The outlines of amendments to the Articles ofIncorporation are as follows:(1) In the light of enabling the general meeting of shareholders
and the Board of Directors to manage their operation
flexibly, the provisions with respect to the person entitled toconvene the general meeting of shareholders and the Boardof Directors and chairman thereat were amended.
(2) In order to increase opportunities for making return ofprofit to shareholders, a necessary amendment wasrendered to enable for the Company to pay a part of surplus(“interim dividend”) upon resolution of the Board ofDirectors.
The details of amendments are shown below.

Third Item of Business:

Election of Eleven (11) Directors
As originally proposed, the eleven (11) Directors, namelyMessrs. Makoto Iida, Shuji Maeda, Hiroshi Ito, Yasuo
Nakayama, Kazuaki Anzai, Junzo Nakayama, Kenichi
Furukawa, Yasuyuki Yoshida, Tatsuro Fuse, Takaharu Hirose,and Takashi Sawada were reelected and assumed their offices
respectively. Messrs. Takaharu Hirose and Takashi Sawada are
Outside Directors stipulated under the Companies Act.

(Translation)
Details of amendments to the Articles of Incorporation
Before Amendments(Person to Convene General Meetings ofShareholders)
Article 14
Except as otherwise provided by laws
and regulations, the general meeting ofshareholders shall be convened by thePresident and Director by resolution ofthe Board of Directors.
2.

When the President and Director isprevented from so acting, one of theother Directors selected in accordancewith the order of priority determined inadvance by a resolution of the Board ofDirectors shall take his/her place.

(ChairmanofGeneral
MeetingofShareholders)
Article 15
The President and Director shall act aschairman at the general meeting ofshareholders.

2.

If the President and Director isprevented from so acting, one of theother Directors selected in accordancewith the order of priority determined inadvance by a resolution of the Board ofDirectors shall take his/her place.

(Person to Convene Meetings of the Board ofDirectors)
Article 26
Unless otherwise provided for by laws
and regulations, the President andDirector shall convene meetings of theBoard of Directors.
2.

When the President and Director isunable to act, one of the other Directors(The underlined parts are changed parts.)
After Amendments(Person to Convene General Meetings ofShareholders)
Article 14
Except as otherwise provided by laws
and regulations, the general meeting ofshareholders shall be convened by theChairman and Director or thePresident and Director by resolution ofthe Board of Directors.
2.
When both of the Chairman andDirector and the President andDirector are prevented from so acting,one of the other Directors selected inaccordance with the order of priority
determined in advance by a resolutionof the Board of Directors shall takehis/her place.
(ChairmanofGeneral
Meetingof
Shareholders)Article 15
A Director who was determined inadvance by a resolution of the Board of
Directors from among the Chairman
and Director and the President andDirector shall act as chairman at thegeneral meeting of shareholders.
2. If both of the Chairman and Director
and the President and Director are
prevented from so acting, one of theother Directors selected in accordancewith the order of priority determined inadvance by a resolution of the Board of
Directors shall take his/her place.
(Person to Convene Meetings of the Board ofDirectors)
Article 26
Unless otherwise provided for by laws
and regulations, the Chairman andDirector or the President and Director
shall convene meetings of the Board ofDirectors.
2.
When both of the Chairman andDirector and the President and(Translation)

Before Amendments
selected in accordance with the order ofpriority determined in advance by aresolution of the Board of Directors
shall take his/her place.

(Chairman)
Article 28
The President and Director shall act as
the chairman at meetings of the Boardof Directors.
2.

When the President and Director isunable to act as the chairman, one ofthe other Directors selected inaccordance with the order of priority
determined in advance by a resolutionof the Board of Directors shall takehis/her place.

(The underlined parts are changed parts.)
After Amendments
Director are unable to act, one of theother Directors selected in accordancewith the order of priority determined inadvance by a resolution of the Board ofDirectors shall take his/her place.
(Chairman)
Article 28
The Chairman and Director or thePresident and Director shall act as thechairman at meetings of the Board ofDirectors.
2.
When both of the Chairman andDirector and the President andDirector are unable to act as thechairman, one of the other Directors
selected in accordance with the order ofpriority determined in advance by aresolution of the Board of Directors
shall take his/her place.

(Record date for Distribution of Surplus)
Article 48
The record date of the Company for
distribution of year-end dividend shallbe March 31 each year.
(Newly established)(Record date for Distribution of Surplus)
Article 48
The record date of the Company for
distribution of year-end dividend shallbe March 31 each year.
2. In addition to above, the Company may
distribute surplus by fixing thespecified record date.

(Newly established)(Interim dividend)
Article 49
The Company may distribute interim
dividend with the record date of
September 30 each year upon resolutionof the Board of Directors.

(Prescription Period of Dividends)
Article 49(The contents of the Articles
intentionally omitted.)are(Prescription Period of Dividends)
Article 50(The numerical numbers of all the Articles
hereafter shall be increased by one (1), andthe contents of the Articles are unaffected.)(This Notice of Resolution is an English translation of the original Japanese notice. The Japanese original is official and this translation is foryour convenience only. The Company does not guarantee accuracy of this summary.)