This document has been translated and extracted from the Japanese original for reference purpose 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 otherforms of damages arising from the translation.

Securities Code No. 7278
June 6, 2017

To Shareholders:
Hidehito Hisakawa
President and Representative Director

EXEDY Corporation
1-1-1 Kidamotomiya, Neyagawa-shi, Osaka

NOTICE OF CONVOCATION OF THE 67TH ANNUAL
SHAREHOLDERS MEETING
Dear Shareholder,Thank you for your continued interest in EXEDY Corporation (the "Company").
You are hereby notified that the 67th Annual Shareholders Meeting will be held as stated below.
You are respectfully requested to attend the Meeting.
In the event that you are unable to attend the Meeting, you may exercise your voting rights
in writing or via the Internet. In such case, after examining the Reference Documents for
Shareholders Meeting hereinafter, please duly exercise your voting rights by 5:00 p.m. on
June 26, 2017 (Monday).
Sincerely,
Details1.
2.

Date and Time
Place

3.

Meeting Agenda

10:00 a.m. June 27, 2017 (Tuesday)
EXEDY Hall, 2nd Floor, New Main Building
EXEDY Corporation
1-1-1 Kidamotomiya, Neyagawa-shi, Osaka

Matters to be 1. Report on the Business Report, and the Consolidated and Non-consolidated
Reported
Financial Statements for the 67th Business Year (from April 1, 2016 to March 31,
2017)
2. Report on the Audit Results of the Consolidated Financial Statements for the 67th
Business Year by the Accounting Auditor and the Board of Corporate Auditors
Matters to be Resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eleven (11) Directors
Proposal No. 3: Election of One (1) Corporate Auditor-EndIf attending the meeting in person, please submit the enclosed Voting Rights Exercise Form to thereceptionist. Furthermore, to save valuable resources, please bring this “Notice of Convocation” with you
when attending the Shareholders Meeting.
Of all documents to be provided with this Notice of Convocation of the Annual Shareholders Meeting, theconsolidated statement of changes in net assets, the notes to consolidated financial statements, the statementof changes in net assets, and the notes to financial statements are not included in the documents attached tothis convocation notice, as they are noted on our website (http://www.exedy.com) according to provisions of
the relevant laws and regulations, and Article 14 of the Articles of Incorporation of the Company.
In the event that any change is made in the Reference Documents for the Shareholders Meeting, the Business
Report, or the Consolidated and Non-consolidated Financial Statements, such changes will be notified on our
website (http://www.exedy.com).

[How to exercise your voting rights]
You may exercise voting rights in one of the following three ways.

Exercising voting rights
by attending theShareholders Meeting
Date of the Shareholders Meeting

Exercising voting rights
in writing
Voting rights expiration time

Exercising voting rights
via the Internet
Voting rights expiration time

Please submit the enclosed
Voting Rights Exercise Formto the receptionist on the dateof the Shareholders Meeting.
10:00 a.m. June 27, 2017 (Tuesday)

Please indicate your approval ordisapproval of the proposals in theenclosed Voting Rights Exercise
Form, and return the Form so that itreaches us by the voting rights
expiration time.

To be arrived by 5:00 p.m. June 26, 2017 (Monday)

Please enter your approval ordisapproval of the proposals at
the Voting Rights Exercise Site
(http://www.evote.jp/) by thevoting rights expiration time.
5:00 p.m. June 26, 2017 (Monday)

For institutional investors
The Company participates in the electronic voting rights exercise platform
operated by ICJ.

All the dates and times stated in this document are in Japan Standard Times.

[How to exercise your voting rights via the Internet]
Please refer to the following, access the Voting Rights Exercise Site of our shareholder
registry administrator via the Internet (http://www.evote.jp/), use the "Login ID" and"Provisional Password" indicated in the Voting Rights Exercise Form, and enter yourapproval or disapproval of the proposals, as displayed on the screen.
1. Voting Rights Exercise Site
(1) Our designated Voting Rights Exercise Site (http://www.evote.jp/) is not available from 2
a.m. to 5 a.m. every day.
(2) You may not exercise your voting rights using a PC or a smartphone if, due to yourInternet usage conditions, you use a firewall and other similar means, anti-virus software,or proxy servers, etc. when connecting with the Internet.
2. Voting rights exercise methods(1) To prevent any third party other from accessing the site (impersonation), and to prevent
falsification of your exercised voting rights, you will be requested to change your
"Provisional Password" on the Voting Rights Exercise Site.
(2) Every time a Shareholders Meeting is convened, you will be notified of your new "Login
ID" and "Provisional Password."
3. Handling of voting rights exercised on multiple occasions(1) If you have exercised your voting rights both in writing and via the Internet, the contents ofthe voting rights you have exercised via the Internet will prevail.
(2) If you have exercised your voting rights on multiple occasions via the Internet, the contentsof the voting rights you have exercised on the last occasion will prevail.
4. Costs incurred for accessing the Voting Rights Exercise Site
You shall bear Internet connection fees and other costs incurred for accessing the Voting Rights
Exercise Site.
[For inquiries about the above system, please contact the following.]
Corporate Agency Division (Help Desk),
Mitsubishi UFJ Trust and Banking Corporation
Tel: 0120-173-027 (toll-free, available from 9:00 to 21:00)
EndReference Documents for the Shareholders Meeting
Proposal No. 1: Appropriation of Surplus
The Company will redistribute profits in an appropriate manner that meets shareholder
expectations, by taking into consideration capital demands, business results, payout ratio,etc. in a comprehensive manner.
In this regard, the surplus will be appropriated as follows.
1. Matters concerning the year-end dividend(1) Matters concerning and the total amount of the dividend property to be allotted toshareholders¥45 per share of the Company
Total of ¥2,167,412,625
Together with the interim dividend of ¥35 per share paid on November 21, 2016,
the annual dividend is ¥80 per share.
(2) Effective date of dividends from the surplus
June 28, 2017
2. Other matters concerning the appropriation of surplus(1) Items and amount of decreasing surplus
Retained earnings brought forward¥4,000,000,000(2) Items and amount of increasing surplus
General reserves¥4,000,000,000

Dividend History
DPS (Yen)
(Yen)
350

EPS
Year-end DividendInterim Dividend

288.44300
255.58250.17250

EPS
197.96200

AnnualDividend

150
100
50
0

70

70

70

80

(Scheduled)

45
25

35

35

45

(Scheduled)

35

35

35

2013

2014

2015

2016

Fiscal Year

Proposal No. 2: Election of Eleven (11) Directors
All ten (10) Directors will complete their terms of office at the close of this Shareholders
Meeting.
Mr. Osamu Okumura, an Outside Director, passed away on January 25, 2017.
Consequently, the Company proposes the election of eleven (11) Directors, including three(3) Outside Directors.
The candidates for Directors are as follows:

1 Hidehito Hisakawa (January 24, 1955)
Number of shares of the Company held 14,900 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
April 1978
Joined the Company
June 2006
Director of the Company in charge of overseas
businesses
April 2009
Executive General Manager, Sales Headquarters,of the Company
June 2009
Director and Executive Managing Officer of theCompany
April 2011
Director and Senior Executive Managing Officer of
the Company
April 2012
Representative Director of the Company
April 2015
Representative Director and President of theCompany to the present Reasons for candidacy for a director's position
Mr. Hidehito Hisakawa has long been engaged in corporate
management since he was appointed Director of the Company in June
2006, and has led the management as Representative Director andPresident since April 2015. The Company has thus continued to appoint
him as a candidate for a director's position because, with his abundant
experience and versatile perspective on corporate management, he isexpected to contribute to enhancing the corporate values of the entire
Group and to promoting proper management decisions.

2 Masayuki Matsuda (June 27, 1951)
Number of shares of the Company held 7,700 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
April 1974
Joined the Company
June 2002
Director of the Company
June 2004
Executive General Manager, Sales
Headquarters, of the Company
June 2005
Managing Director of the Company
June 2009
Director and Executive Managing Officer of theCompany
April 2010
Director and Senior Executive Managing
Officer of the Company to the present
April 2012
Executive General Manager, Development
Headquarters, of the Company
April 2015
Representative Director of the Company to thepresent
Executive General Manager, Purchasing
Headquarters, of the Company to the present Reasons for candidacy for a director's position
Mr. Masayuki Matsuda has long been engaged in corporate
management since he was appointed Director of the Company in June
2002, and has performed a wide range of the Group operations as
Senior Executive Managing Officer of the Company since April 2010.
The Company has thus continued to appoint him as a candidate for a
director's position because he is expected to contribute to enhancing thecorporate values of the entire Group and to promoting proper
management decisions.

3 Shogo Okamura (September 16, 1956)
Number of shares of the Company held 5,200 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
March 1982
Joined the Company
July 2002
Branch Manager of Tokyo Sales Office
June 2005
Director of the Company
September 2006 Representative EXEDY ASEAN Regional
OfficeApril 2010
Executive Managing Officer of the Company
April 2015
Senior Executive Managing Officer of theCompany to the present
Executive General Manager, Sales
Headquarters, of the Company to the present
June 2015
Director of the Company to the present Reasons for candidacy for a director's position
Mr. Shogo Okamura has long worked overseas as an expatriate andaccumulated experience and achievements in ASEAN- and India-related
business operations, etc. , and has been broadly engaged inmanagement of the Group business since he was appointed Director
and Senior Executive Managing Officer since June 2015. The Company
has thus continued to appoint him as a candidate for a director's position
because he is expected to contribute to enhancing the corporate valuesof the entire Group and to promoting proper management decisions.

4 Hiroshi Toyohara (August 19, 1962)
Number of shares of the Company held 2,200 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)January 1995 Joined the Company
April 2010
Executive Officer of the Company
April 2011
Executive General Manager, Financial Planning
Headquarters, of the Company
June 2012
Director of the Company to the present
April 2013
Senior Executive Officer of the Company
Executive General Manager, Administrative
Headquarters, of the Company to the present
April 2016
Executive Managing Officer of the Company to thepresent
 Reasons for candidacy for a director's position
Mr. Hiroshi Toyohara has abundant experience and achievements ingeneral administrative operations, as head of the financial and planningdepartments, etc., and has been broadly engaged in the execution of
the Group business since his appointment as Director in June 2012. The
Company has thus continued to appoint him as a candidate for a
director's position because he is expected to contribute to enhancing thecorporate values of the entire Group and to promoting proper
management decisions.

5 Kenji Matsuda (October 23, 1962)
Number of shares of the Company held 1,500 shares

Newly
appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
April 1993
Joined the Company
April 2010
Executive Officer of the Company
April 2012
Executive General Manager, Production
Management Headquarters of the Company
April 2013
Senior Executive Officer of the Company
April 2016
Executive General Manager, M&T Manufacturing
Headquarters of the Company
Executive Managing Officer of the Company tothe present
April 2017
Executive General Manager, MT Manufacturing
Headquarters of the Company to the present Reasons for candidacy for a director’s position
Mr. Kenji Matsuda has abundant experience and achievements in
manufacturing/production management operations, and has beenbroadly engaged in the execution of the Group business since his
appointment as an Executive Managing Officer in April 2016. The
Company has thus newly appointed him as a candidate for a director’s
position because he is expected to contribute to enhancing thecorporate values of the entire Group and to promoting proper
management decisions.

6 Yoshihiro Kojima (September 10, 1960)
Number of shares of the Company held 1,700 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
April 1985
Joined NISSAN MOTOR Co., Ltd.
October 2001 Joined JATCO Ltd.
April 2009Manager, Prototype Headquarters, of JATCO Ltd.
April 2011
Joined the Company
April 2012
Executive Officer of the Company
Executive General Manager, Production
Engineering Headquarters, of the Company
June 2013
Director of the Company to the present
April 2015
Senior Executive Officer of the Company to thepresent
April 2017
Executive General Manager, TS Manufacturing
Headquarters, of the Company to the present Reasons for candidacy for a director's position
Mr. Yoshihiro Kojima has abundant experience and achievements in the
production engineering field in general both inside and outside theCompany, and has been broadly engaged in the execution of the Groupbusiness since his appointment as Director in June 2013. The Company
has thus continued to appoint him as a candidate for a director's position
because he is expected to contribute to enhancing the corporate valuesof the entire Group and to promoting proper management decisions.

7 Tadashi Nakahara (October 8, 1962)
Number of shares of the Company held 2,100 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
March 1981
Joined the Company
April 2009
Executive General Manager, M&T Business
Headquarters, of the Company
June 2009
Executive Officer of the Company
April 2010
Executive General Manager, M&T Manufacturing
Headquarters, of the Company
June 2012
Director of the Company to the present
April 2014
Executive General Manager, AT Manufacturing
Headquarters, of the Company to the present
April 2016
Senior Executive Officer of the Company to thepresent
 Reasons for candidacy for a director's position
Mr. Tadashi Nakahara has abundant experience and achievements inthe manufacturing field in general, and has been broadly engaged in theexecution of the Group business since his appointment as Director in
June 2012. The Company has thus continued to appoint him as a
candidate for a director's position because he is expected to contributeto enhancing the corporate values of the entire Group and to promoting
proper management decisions.

8 Makoto Mitsuya (December 13, 1958)
Number of shares of the Company held 2,000 shares Career summary, position and duties at the Company (Importantconcurrent positions)
April 1981
Joined AISIN SEIKI CO., LTD.
June 2005
Managing Officer of AISIN SEIKI CO., LTD.
June 2009
Senior Managing Director of AISIN SEIKI CO.,LTD.
June 2012
Director and Senior Managing Officer of AISINSEIKI CO., LTD.
June 2013
Representative Director and Executive Vice
President of AISIN SEIKI CO., LTD. to the present

Newly
appointed
Outside Reasons for candidacy for an outside director’s position
Mr. Makoto Mitsuya has long been engaged in management of AISINSEIKI CO., LTD. and accumulated abundant expertise as a corporate
manager in the automotive component industry. The Company has thus
newly appointed him as a candidate for an outside director’s position
because he is expected to provide the Company with additional
management reinforcement and enhancement of supervisory functions
by the Board of Directors.

9 Koji Akita (February 17, 1962)
Number of shares of the Company held 3,374 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
March 1985
Joined the Company
June 2006
Director of the Company
June 2009
Senior Executive Officer of the Company
April 2011
Director and Executive Managing Officer of
DYNAX Corporation
April 2013
Director and Senior Executive Managing Officer of
DYNAX Corporation
April 2015
Representative Director and President of DYNAXCorporation to the present
June 2015
Director of the Company to the present Reasons for candidacy for a director's position
Mr. Koji Akita has been broadly engaged in the execution of the Groupbusiness as the representative director and president of DYNAXCorporation, the largest subsidiary in the Group, since April 2015, andas a director of the Company since June 2015.
The Company has thus continued to appoint him as a candidate for a
director's position because he is expected to contribute to enhancing thecorporate values of the entire Group and to promoting proper
management decisions.

10 Ichizo Yoshikawa (May 20, 1946)
Number of shares of the Company held 1,000 shares

Re-appointed
OutsideIndependent Career summary, position and duties at the Company (Importantconcurrent positions)
April 1970
Joined Suminoe Textile Co., Ltd.
August 1997 Director of Suminoe Textile Co., Ltd.
August 2005 Representative Director and President of Suminoe
Textile Co., Ltd.
May 2016
Outside Director of KINTETSU Department Store
Co., Ltd. to the present
June 2016
Representative Director and Chairman of
Suminoe Textile Co., Ltd.
Director of the Company to the present
July 2016
Representative Director and Chairman andPresident of Suminoe Textile Co., Ltd. to thepresent
 Reasons for candidacy for an outside director’s position
Mr. Ichizo Yoshikawa has long accumulated abundant expertise as amanager of a listed company, by fulfilling corporate management
responsibilities as a representative director of Suminoe Textile Co., Ltd.
The Company has thus continued to appoint him as a candidate for an
outside director’s position because he is expected to provide theCompany with additional management reinforcement and enhancement ofsupervisory functions by the Board of Directors.

11 Toshiki Takano (August 31, 1954)
Number of shares of the Company held 2,000 shares Career summary, position and duties at the Company (Importantconcurrent positions)January 1984 Joined ROHM Co., Ltd.
June 2010
Director of ROHM Co., Ltd.
June 2015
Retired from the post of director of ROHM Co.,
Ltd.

Newly
appointed
OutsideIndependent Reasons for candidacy for an outside director’s position
Mr. Toshiki Takano has long accumulated abundant expertise as acorporate manager, by fulfilling his responsibilities as a director of ROHM
Co., Ltd. The Company has thus newly appointed him as a candidate foran outside director’s position because he is expected to provide theCompany with additional management reinforcement and enhancement ofsupervisory functions by the Board of Directors.

(Notes)1.

Mr. Makoto Mitsuya is a Representative Director and Executive Vice President of AISIN SEIKI CO., LTD., which
has business transactions, including product sales and purchases, with the Company; however, the transaction
value remains less than 0.4% of our consolidated sales. The other candidates have no special vested interest with
the Company.

2.

Mr. Makoto Mitsuya, Mr. Ichizo Yoshikawa, and Mr. Toshiki Takano are candidates for Outside Directors.

3.

AISIN SEIKI CO., LTD., of which Mr. Makoto Mitsuya is the Representative Director and Executive Vice President,
paid a fine of US$35.8 million to the United States government in February 2015 for violations of the U.S. Antitrust
Law in connection with part of the sales of Variable Valve Timing (“VVT”) devices, an automotive engine
component.

4.

Suminoe Textile Co., Ltd., of which Mr. Ichizo Yoshikawa is a Representative Director, made a correction to thefinancial results for the preceding year in October 2016 due to a certain inappropriate accounting problem that took
place in its local subsidiary in the U.S.

5.

Mr. Ichizo Yoshikawa's term of office, as an Outside Director, will be one (1) year at the conclusion of thisShareholders Meeting.

6.

The Company has entered into a contract with Mr. Ichizo Yoshikawa pursuant to the provision of the Company’s
Articles of Incorporation to limit his liabilities to the Company. In the event that this proposal is approved in its
original form and that he is reappointed, the Company shall continue such contract with him.
In the event that this proposal is approved in its original form and that Mr. Makoto Mitsuya and Mr. Toshiki Takano
are appointed, the Company shall enter into contracts with them, respectively, pursuant to the provisions of theCompany’s Articles of Incorporation, to limit their liabilities to the Company.
An outline of the contents of the liability limitation contracts is as follows.

7.

(1)

If an Outside Director is liable to the Company for damages, the amount of such damages shall be limited tothe minimum liability amount prescribed in Article 425 of the Companies Act;(2)

The foregoing limitation shall be limited to cases where an Outside Director is without knowledge of the act
that gives rise to damages and is not grossly negligent in performing his or her duties.

Mr. Ichizo Yoshikawa is an Independent Officer stipulated by the Tokyo Stock Exchange. Mr. Toshiki Takano
satisfies the requirements for an Independent Director stipulated by the Tokyo Stock Exchange, and is scheduled
to be registered as such in the Exchange.

Proposal No. 3: Election of One (1) Corporate Auditor
Mr. Kanshiro Toyoda, a Corporate Auditor, will complete his term of office at the close of thisShareholders Meeting. Consequently, the Company proposes the election of one (1) Corporate Auditor,
as follows.
For this proposal, the consent of the Board of Corporate Auditors has been obtained.
The candidate for the Corporate Auditor is follows:

Kanshiro Toyoda (August 14, 1941)
Number of shares of the Company held 20,000 shares

Re-appointed
Outside Career summary, position at the Company (Important concurrent
positions)
April 1965
Joined Shinkawa Kogyo Co., Ltd. (current AISINSEIKI CO., LTD.)
June 1979
Director of AISIN SEIKI CO., LTD.
June 1983
Managing Director of AISIN SEIKI CO., LTD.
June 1985
Senior Managing Director of AISIN SEIKI CO.,LTD.
June 1988
Representative Director and Executive Vice
President of AISIN SEIKI CO., LTD.
June 1995
Representative Director and President of AISINSEIKI CO., LTD.
June 1999
Director and Chairman of AISIN AI CO., LTD.
June 2002
Corporate Auditor of the Company to the present
June 2005
Representative Director and Chairman of AISINSEIKI CO., LTD.
June 2014
Director and Chairman of AISIN SEIKI CO., LTD.
to the present Reasons for candidacy for an outside corporate auditor’s position
Mr. Kanshiro Toyoda has long been engaged in management of AISINSEIKI CO., LTD. and accumulated abundant expertise as a corporate
manager in the automotive component industry. The Company has thus
continued to appoint him as a candidate for an Outside Corporate
Auditor’s position because he is expected to provide proper proposal andadvice on execution of the performance of our directors.

(Notes)
1.

2.
3.

4.
5.

Mr. Kanshiro Toyoda is a Director and Chairman of AISIN SEIKI CO., LTD., which has business transactions,
including product sales and purchases, with the Company; however, the transaction value remains less than 0.4%
of our consolidated sales.
Mr. Kanshiro Toyoda is a candidate for an Outside Corporate Auditor.
AISIN SEIKI CO., LTD., of which Mr. Kanshiro Toyoda is the Director and Chairman, paid a fine of US$35.8 million
to the United States government in February 2015 for violations of the U.S. Antitrust Law in connection with part ofthe sales of Variable Valve Timing (“VVT”) devices, an automotive engine component.
Mr. Kanshiro Toyoda’s term of office as an Outside Corporate Auditor will be fifteen (15) years at the conclusion ofthis Shareholders Meeting.
The Company has entered into a contract with Mr. Kanshiro Toyoda pursuant to the provision of the Company’s
Articles of Incorporation to limit his liabilities to the Company. In the event that this proposal is approved in its originalform and that he is reappointed, the Company shall continue such contract with him.
An outline of the contents of the liability limitation contract is as follows.
(1) If an Outside Corporate Auditor is liable to the Company for damages, the amount of such damages shall belimited to the minimum liability amount prescribed in Article 425 of the Companies Act;
(2) The foregoing limitation shall be limited to cases where an Outside Corporate Auditor is without knowledge ofthe act that gives rise to damages and is not grossly negligent in performing his or her duties.

End of Document