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: 6517
June 8, 2017
To our shareholders:
Shoichi Shiratori
President
Denyo Co., Ltd.
2-8-5, Nihonbashi-horidomecho, Chuo-ku, Tokyo
103-8566, JapanNOTICE OF THE 69TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 69th Ordinary General Meeting of Shareholders of Denyo Co., Ltd. (the“Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by paper ballot or byelectromagnetic means (via the Internet). Please exercise your voting rights after reviewing the attached Reference
Documents for the General Meeting of Shareholders no later than 5:00 p.m., Wednesday, June 28, 2017 (Japan
Standard Time).
1. Date and Time: Thursday, June 29, 2017 at 10:00 a.m. (Japan Standard Time)
2. Venue:
Nakano Sunplaza 11F Banquet Room
4-1-1, Nakano, Nakano-ku, Tokyo
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 69th Term (from April 1, 2016 to March
31, 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 69th Term (from April 1, 2016 to March 31, 2017)
Items to be resolved:
Proposal 1:
Election of Eight (8) Directors
Proposal 2:
Election of One (1) Substitute Audit & Supervisory Board Member
4. Regarding Exercising Your Voting Rights if You Are Unable to Attend the Meeting:
A simple explanation is provided here in English but the paper ballot, website, and the “Guide to Exercising
Voting Rights by Electromagnetic Means” are available only in Japanese. We apologize for any inconvenience
this may cause.
(1) Exercising your voting rights by paper ballot
After marking your agreement/disagreement to the proposals on the enclosed proxy form, please return it
so it arrives no later than the voting deadline printed on the above.
(2) Exercising your voting rights by electromagnetic means
If you exercise your voting rights by electromagnetic means, please refer to the “Guide to Exercising
Voting Rights by Electromagnetic Means” on page 3 of the Japanese version, and then indicate youragreement/disagreement by the voting rights exercise date printed on the above.
5. Matters Decided for Convocation:(1) If you exercise your voting rights several times by electromagnetic means, the last vote will be upheld asvalid. If your voting rights are duplicated on paper due to the re-issue of the proxy form, the same will
apply.
However, if you exercise multiple voting rights both by paper and by electromagnetic means, theelectromagnetic exercise will be upheld as valid.
(2) If you exercise voting rights diversely on the same proposal, please notify us in writing of your intention to
do so and the reason for this, by three days prior to the General Meeting of Shareholders.

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

Election of Eight (8) Directors

The term of office for all nine (9) members of the Board of Directors will expire at the conclusion of this Ordinary
General Meeting of Shareholders. In that regard, the Company proposes the election of eight (8) Directors,
lowering the number of Directors by one (1) to enable flexible and strategic decision making in the Board of
Directors, as a part of reform of the management structure.
The candidates for Directors are as follows.
No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1971
Apr. 1995
Aug. 1996
Oct. 2001
June 2002

1

Shigeru Koga
(September 21, 1947)

Apr. 2003

Reelection
Internal

Apr. 2004

Attendance at meetings of theBoard of Directors during the
year:
13/13

Apr. 2007

Apr. 2008

July 2009

Apr. 2010
Apr. 2016

Joined The Dai-ichi Bank, Ltd.
Branch Manager, Hino Branch, The Dai-Ichi
Kangyo Bank, Ltd.
Branch Manager, Bangkok Branch, The DaiIchi Kangyo Bank, Ltd.
General Manager, Subsidiaries and Affiliates
Management Office of the Company
Director, General Manager, Planning &Coordination Office of the Company
Director, General Manager, Subsidiaries andAffiliates Management Department of theCompany
Director, General Manager, Finance
Department of the Company
Director, General Manager, Administration
Department; General Manager, Subsidiaries
and Affiliates Management, and in charge ofInternal Control of the Company
Managing Director, Chief Executive,
Administration Division and Internal Control of
the Company
Director, Managing Executive Officer, Chief
Executive, Administration Division, Assistantto the President of the Company
President of the Company
Chairman of the Company(to the present)

Number of theCompany’s shares
owned

52,608 shares[Reasons for nomination as candidate for Director]
Mr. Shigeru Koga has six (6) years of management experience as President and has supervised executive system. In
addition, based on his abundant knowledge of overall management and global business management, we expect thedecision making ability of the Board of Directors to be strengthened and the Company has nominated him to continue
serving as a director.
[Special interests with the Company]
None

- 2 -

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1980
Apr. 2008
July 2009

Shoichi Shiratori(May 26, 1956)

Apr. 2011
June 2011

Reelection
Internal

2

Attendance at meetings of theBoard of Directors during the
year:
13/13

Apr. 2012

Apr. 2013

Apr. 2015

Apr. 2016

Joined the Company
Executive Officer, General Manager, Planning& Coordination Department of the Company
Executive Officer, Deputy Chief Executive,
Administration Division, General Manager,
Planning & Coordination Department of theCompany
Executive Officer, Chief Executive,
Administration Division of the Company
Director, Executive Officer, Chief Executive,
Administration Division of the Company
Director, Executive Officer,
Chief Executive, Administration Division,
General Manager, Information System
Department of the Company
Director, Managing Executive Officer,
Chief Executive, Administration Division,
General Manager, Information System
Department of the Company
Director, Managing Executive Officer,
Chief Executive, Administration Division of theCompany
President of the Company(to the present)

Number of theCompany’s shares
owned

26,381 shares[Reasons for nomination as candidate for Director]
Mr. Shoichi Shiratori has been engaged in management planning and in coordination and administration fields for many
years and has thorough knowledge of the Company’s business overall. Because of his broad knowledge of corporate
management, we expect the decision making ability of the Board of Directors to be strengthened and the Company has
nominated him to continue serving as a director.
[Special interests with the Company]
None

- 3 -

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1977
Apr. 2008
July 20093

Yoji Eto(October 31, 1954)

Apr. 2011

Reelection
Internal

Apr. 2012

Attendance at meetings of theBoard of Directors during the
year:
13/13

June 2012
Apr. 2014

Apr. 2016

4

Joined the Company
Executive Officer, General Manager, Sales
Department I of the Company
Executive Officer, General Manager, Sales
Department I, Domestic Sales Division of theCompany
Executive Officer, Chief Executive, Domestic
Sales Division, General Manager, East Japan
Sales Department of the Company
Executive Officer, Chief Executive, Domestic
Sales Division of the Company
Director, Executive Officer, Chief Executive,
Domestic Sales Division of the Company
Director, Managing Executive Officer,
Chief Executive, Domestic Sales Division of
the Company
Representative Director, Executive Vice
President, Executive Officer in charge of Sales,
Administration, and Quality Management
Divisions of the Company(to the present)

Number of theCompany’s shares
owned

18,590 shares[Reasons for nomination as candidate for Director]
Mr. Yoji Eto has been engaged in sales operations for many years and is well-trusted by customers. We expect thedecision making ability of the Board of Directors to be strengthened by using his experience and the Company has
nominated him to continue serving as a director.
[Special interests with the Company]
None
Apr. 1975
Joined the Company
Apr. 1985
General Manager, Product Planning Office of
the Company
June 1985
Director, General Manager, Product Planning
Office of the Company
June 1989
Managing Director, General Manager, Sales
Hideaki Kuboyama
Administration Headquarters of the Company(July 10, 1952)
June 1994
Senior Managing Director, General Manager,
Reelection
Planning & Coordination and Quality Control
Internal
Department of the Company
197,409 shares
Apr. 1997
Senior Managing Director, Deputy General
Attendance at meetings of theManager, Production Division of the Company
Board of Directors during the June 2000
Senior Managing Director, General Manager,
year:
Planning & Coordination Office of the
13/13
Company
June 2002
President of the Company
Apr. 2010
Chairman, CEO of the Company
Apr. 2016
Director and Executive Advisor of theCompany(to the present)[Reasons for nomination as candidate for Director]
Mr. Hideaki Kuboyama has been managing the Company for many years. We expect the decision making ability of theBoard of Directors to be strengthened by using his wealth of knowledge and experience and the Company has
nominated him to continue serving as a director.
[Special interests with the Company]
None

- 4 -

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1975
Apr. 2009
July 2009

Apr. 2011
Teruo Yashiro(March 12, 1954)
Apr. 2012
Reelection
Internal

5

Attendance at meetings of theBoard of Directors during the
year:
13/13

June 2012
Apr. 2013
Apr. 2016

Apr. 2017

Joined the Company
General Manager, Production Division of theCompany
Executive Officer, General Manager,
Production Management Department,
Production Division of the Company
Executive Officer, Chief Executive, Production
Division, General Manager, Production
Management Department of the Company
Executive Officer, Chief Executive,
Development Division of the Company
Director, Executive Officer, Chief Executive,
Development Division of the Company
Director, Executive Officer, Chief Executive,
Production Division of the Company
Director, Managing Executive Officer, Chief
Executive, Production Division of theCompany, and in charge of Overseas
Manufacturing Subsidiaries.
Director, Managing Executive Officer, and in
charge of Production, Development Divisionsof the Company, and Overseas Manufacturing
Subsidiaries(to the present)

Number of theCompany’s shares
owned

18,795 shares[Reasons for nomination as candidate for Director]
Mr. Teruo Yashiro has been engaged in production and development operations. We expect the decision making abilityof the Board of Directors to be strengthened by using his wealth of product knowledge and the Company has nominated
him to continue serving as a director.
[Special interests with the Company]
None

- 5 -

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1979
Apr. 2008

6

Number of theCompany’s shares
ownedJoined the Company
General Manager, Sales Department III of theCompany
July 2009
Executive Officer, General Manager, Sales
Department III, Domestic Sales Division of theCompany
Apr. 2011
Executive Officer, Chief Executive,
International Sales Division, General Manager,
International Sales Department IV of theCompany
July 2011
Executive Officer, Chief Executive,
International Sales Division of the Company
Aug. 2011
Executive Officer, Chief Executive,
International Sales Division, General Manager,
Yasuo Mizuno
International Sales Department IV of the(December 20, 1955)
Company
Reelection
June 2012
Director, Executive Officer, Chief Executive,
Internal
International Sales Division, General Manager,
17,295 sharesInternational Sales Department IV of the
Attendance at meetings of theCompany
Board of Directors during the Feb. 2014
Director, Executive Officer, Chief Executive,
year:
International Sales Division, General Manager,
13/13
International Sales Department I andInternational Sales Department IV of theCompany
Apr. 2014
Director, Executive Officer, Chief Executive,
International Sales Division, General Manager,
International Sales Department III of theCompany
Apr. 2016
Director, Managing Executive Officer, Chief
Executive, Sales Division of the Company, andin charge of Overseas Sales Subsidiaries(to the present)[Significant concurrent positions outside the Company]
President, Denyo America Corporation,
President, Denyo Europe B.V.
[Reasons for nomination as candidate for Director]
Mr. Yasuo Mizuno has been engaged in domestic sales and international sales operations. We expect the decision
making ability of the Board of Directors to be strengthened by his global perspective and the Company has nominated
him to continue serving as a director.
[Special interests with the Company]
None

- 6 -

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1995

7

Number of theCompany’s shares
owned

Full-time Lecturer, Faculty of Law, Keio
University
Apr. 1998
Assistant Professor, Faculty of Law, Keio
University
Apr. 2005
Visiting Researcher, Faculty of Law, Humboldt
Haruhito Takada
University of Berlin(October 14, 1965)
Apr. 2007
Instructor, Graduate School of Law, Keio
University
Reelection
Apr. 2008
Professor, Faculty of Law, Keio University
OutsideApr. 2009
A Member of the Committee,
Independent
0 shares
Graduate School of Law, Keio University
June 2009
A Member of the independent committee
Attendance at meetings of theestablished in line with the Company’s takeover
Board of Directors during thedefense measures, the Company (current post)
year:
Apr. 2011
Professor, Graduate School of Law, Keio
13/13
University (current post)
June 2013
Outside Director of the Company(to the present)[Significant concurrent positions outside the Company]
Professor, Graduate School of Law, Keio University[Reasons for nomination as candidate for Outside Director]
Mr. Haruhito Takada is a candidate for Outside Director because we determined that he could appropriately carry out its
duties due to consideration of his broad insight and specialist’s viewpoint as a graduate school professor.
While he does not have experience in corporate management other than as an Outside Director, he is independent fromthe management which undertakes business operations and there is no risk that a conflict of interest will arise with theshareholders. The Company would like to use his knowledge and experience in the supervision of management fromhere on and so selected him as a nominee for Outside Director. Currently, he is an Outside Director of the Company andhis term as an Outside Director at the conclusion of this Ordinary General Meeting of Shareholder will be four (4)years. There are no contributions or donations made to Graduate School of Law, Keio University, where he holds
concurrent position as a professor (outside the Company).
[Special interests with the Company]
None

- 7 -

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company

Number of theCompany’s shares
owned

Apr. 1967
July 1992

8

Notes:

Joined the National Tax Agency
Senior Examiner, Second Large Enterprise
Examination Department of the Tokyo
Reiko Asahina
Regional Taxation Bureau(June 2, 1948)
July 1995
Chief Examiner of the Shibuya Tax Office
July 2001
Special Officer (International Taxation) of theReelection
Nihonbashi Tax OfficeOutsideJuly 2004
Special Examiner of the Shinjuku Tax Office
Independent
0 shares
July 2007
Special Examiner of the Kyobashi Tax Office
July 2008
Retired from officeAttendance at meetings of theSept. 2008
Established Asahina Tax Accountant Office,
Board of Directors during theRepresentative of the Office (current post)
year:
Jun. 2016
Outside Director of the Company
10/10(to the present)[Significant concurrent positions outside the Company]
Representative of the Asahina Tax Accountant Office[Reasons for nomination as candidate for Outside Director]
Ms. Reiko Asahina is a candidate for Outside Director due to consideration of her broad insight and specialist’s
viewpoint as a licensed tax accountant and because we determined that she could appropriately carry out those duties.
While she does not have experience in corporate management other than as an Outside Director, she is independent
from the management which undertakes business operations and there is no risk that a conflict of interest will arise withthe shareholders. The Company would like to use her knowledge and experience in the supervision of managementfrom here on and so selected her as a nominee for Outside Director. Currently, she is an Outside Director of theCompany and her term as an Outside Director at the conclusion of this Ordinary General Meeting of Shareholder will
be one (1) year. No advisory contracts have been signed with Asahina Tax Accountant Office, where she holds
concurrent position as the representative (outside the Company).
[Special interests with the Company]
None
1. There are no special interests between the candidates and the Company.
2. Mr. Haruhito Takada and Ms. Reiko Asahina are candidates for Outside Director.
3. The Company has entered into agreements with Mr. Haruhito Takada and Ms. Reiko Asahina that limit their liabilities
for damages under Article 423, paragraph 1 of the Companies Act, pursuant to the provisions of Article 427, paragraph
1 of the same Act. The limit of liability for damages under this agreement is the minimum amount provided for in
Article 425, paragraph 1 of the same Act. If this Proposal is approved as proposed, the Company intends to continue theaforementioned agreement.
4. Mr. Haruhito Takada and Ms. Reiko Asahina satisfy the requirements for independent officers as provided for by Tokyo
Stock Exchange, Inc., and the Company has submitted notification to the aforementioned exchange concerning their
appointment as independent officers.

- 8 -Proposal 2:

Election of One (1) Substitute Audit & Supervisory Board Member

Substitute Audit & Supervisory Board Member Mr. Yoshihiko Chida, who was elected at the 67th Ordinary
General Meeting of Shareholders held on June 26, 2015, passed away on November 8, 2016, and the Company
requests approval for the election of one (1) Substitute Audit & Supervisory Board Member to be ready to fill avacant position should the number of Outside Audit & Supervisory Board Members fall below the number
required.
Assuming office of the Substitute Outside Audit & Supervisory Board Member shall be on condition that the
number of Outside Audit & Supervisory Board Members falls below the number required by the laws andregulations, and its term of office shall be the remaining term of office of the predecessor.
Also, this proposal already has the agreement of the Audit & Supervisory Board. The candidate for Substitute
Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, position and significant concurrent positions outside theCompany
Apr. 1974
July 2007
July 2012
July 2014

Hiroshi Ozu(July 21, 1949)

Notes:

Public Prosecutor, Tokyo District Public Prosecutors OfficeVice-Minister of Justice
Prosecutor-General, Supreme Public Prosecutors Office
Retired as Prosecutor-General, Supreme Public Prosecutors
OfficeSept. 2014
Registered as an attorney at law
June 2015
External Audit & Supervisory Board Member, MITSUI &CO., LTD. (current post)
Outside Audit & Supervisory Board Member, Toyota Motor
Corporation (current post)
Mar. 2017
Audit & Supervisory Board Member (External), Shiseido
Company, Limited (current post)(to the present)[Significant concurrent positions outside the Company]
External Audit & Supervisory Board Member, MITSUI & CO., LTD.
Outside Audit & Supervisory Board Member, Toyota Motor Corporation
Audit & Supervisory Board Member (External), Shiseido Company, Limited

Number of theCompany’s shares
owned

0 shares

1. There are no special interests between the candidate for the Substitute Audit & Supervisory Board Member and theCompany.
2. Mr. Hiroshi Ozu is a candidate for Substitute Outside Audit & Supervisory Board Member.
3. Mr. Hiroshi Ozu is a candidate for Substitute Outside Audit & Supervisory Board Member due to consideration of his
broad insight and specialist’s viewpoint from his successive employment in important posts in the legal profession, suchas Prosecutor-General, and we determined that he could apply those traits to the management of the Company.
Additionally, while he does not have experience in corporate management other than as an Outside Director, theCompany judges he will appropriately fulfill his duties as an Outside Audit & Supervisory Board Member.
4. Mr. Hiroshi Ozu is a legal advisor for the Company.
5. If Mr. Hiroshi Ozu assumes office of Outside Audit & Supervisory Board Member, the Company intends to enter into
an agreement with Mr. Hiroshi Ozu that limits his liability for damages under Article 423, paragraph 1 of the Companies
Act, pursuant to the provisions of Article 427, paragraph 1 of the same Act. The limit of liability for damages under thisagreement is the minimum amount provided for under laws and regulations.
6. Mr. Hiroshi Ozu satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc.
and, if he assumes office of Outside Audit & Supervisory Board Member, the Company plans to submit notification to
the aforementioned exchange concerning his appointment as an independent officer.

- 9 -