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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
All time stated in this document is described in Japan Standard TimeFor institutional investors
The Company participates in the electronic voting rights exercise platform operated by ICJ.
Securities Code No. 7278
June 4, 2019

To Shareholders:
Hidehito Hisakawa
President and Representative Director

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

NOTICE OF CONVOCATION OF THE 69TH ANNUAL
SHAREHOLDERS MEETING
Dear Shareholder,Thank you for your continued interest in EXEDY Corporation (the "Company").
You are hereby notified that the 69th 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 25, 2019 (Tuesday).
Sincerely,
Details1.
2.

Date and Time
Place

3.

Meeting Agenda

10:00 a.m. June 26, 2019 (Wednesday)
EXEDY Hall, 2nd Floor, 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 69th Business Year (from April 1, 2018 to March 31,
2019)
2. Report on the Audit Results of the Consolidated Financial Statements for the 69th
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 Three (3) Auditors-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 equity, the notes to consolidated financial statements, the statement ofchanges in net assets, and the notes to financial statements are not included in the documents attached to thisconvocation notice, as they are noted on our website (http://www.exedy.com) according to provisions of therelevant 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).

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 ¥2,167,970,175
Together with the interim dividend of ¥45 per share paid on November 19, 2018,the annual dividend is ¥90 per share.
(2) Effective date of dividends from the surplus
June 27, 2019
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)

EPS *

328.66

350
300
250

Year-end Dividend

296.39Interim Dividend

269.52250.17EPS

200

Annual150

Dividend

80

90

90

35

45

50

45

35

35

40

45

100

70

50
0
2015

2016

2017

(Scheduled)(Scheduled)2018

Fiscal Year
*EPS is calculated based on the JGAAP for FY2015 and International Financial Reporting Standards (IFRS) for FY2016
and later.

Proposal No. 2: Election of Eleven (11) Directors
All eleven (11) Directors will complete their terms of office at the close of this Shareholders
Meeting.
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 32,458 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 Shogo Okamura (September 16, 1956)
Number of shares of the Company held 12,502 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
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.

3 Hiroshi Toyohara (August 19, 1962)
Number of shares of the Company held 7,647 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.

4 Shinji Fujimoto (June 5, 1962)
Number of shares of the Company held 5,598 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
March 1985
Joined the Company
April 2007
Deputy Executive General Manager, Engineering& Development Headquarters, of the Company
April 2012
Executive Officer of the Company
April 2015
Executive General Manager, Development
Headquarters, of the Company to the present
April 2016
Senior Executive Officer of the Company to thepresent
June 2018
Director of the Company to the present Reasons for candidacy for a director's position
Mr. Shinji Fujimoto has abundant experience and achievements in thedevelopment field in general, and has been broadly engaged in theexecution of the Group business since his appointment as Senior
Executive Officer in April 2016. The Company has thus continued toappoint him as a candidate for a director’s position because he isexpected to contribute to enhancing the corporate values of the entire
Group and to promoting proper management decisions.

5 Tetsuya Yoshinaga (January 3, 1960)
Number of shares of the Company held 2,500 shares Career summary, position and duties at the Company (Importantconcurrent positions)
July 1988
Joined the Company
March 2009
President of EXEDY America
June 2009
Executive Officer of the Company
April 2016
President of EXEDY DYNAX Shanghai
to the present
April 2017
Senior Executive Officer of the Company to thepresent

Newly
appointed

 Reasons for candidacy for a director's position
Mr. Tetsuya Yoshinaga has long worked overseas as an expatriate andaccumulated experience and achievements in China-related business
operations, etc. , and has been broadly engaged in management of theGroup business since he was appointed Senior Executive Officer sinceApril 2017. The Company has thus newly appointed him as a candidate
for a director's position because he is expected to contribute toenhancing the corporate values of the entire Group and to promoting
proper management decisions.

6 Yuzuru Hirose (February 21, 1972)
Number of shares of the Company held 2,906 shares Career summary, position and duties at the Company (Importantconcurrent positions)
April 2001
Joined the Company
March 2011
President of EXEDY Globalparts Corporation
April 2014
Executive Officer of the Company
April 2018
Senior Executive Officer of the Company to thepresent
April 2019
Executive General Manager, Sales Headquarters,of the Company to the present

Newly
appointed

 Reasons for candidacy for a director's position
Mr. Yuzuru Hirose has long worked overseas as an expatriate andaccumulated experience and achievements in sales field in general, andhas been broadly engaged in management of the Group business since
he was appointed Senior Executive Officer since April 2018. 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.

7 Junji Yamakawa (March 16, 1968)
Number of shares of the Company held 800 shares Career summary, position and duties at the Company (Importantconcurrent positions)
August 2000 Joined the Company
April 2014
President of EXEDY DYNAX Shanghai Co., Ltd.
April 2015
Executive Officer of the Company
January 2018 President of Exedy DYNAX Mexico, S.A. DE C.V.
April 2018
Senior Executive Officer of the Company to thepresent

Newly
appointed

 Reasons for candidacy for a director's position
Mr. Junji Yamakawa has long worked overseas as an expatriate andaccumulated experience and achievements in North Central Americarelated business operations, etc. , and has been broadly engaged inmanagement of the Group business since he was appointed Senior
Executive Officer since April 2018. The Company has thus newly
appointed him as a candidate for a director's position because he isexpected to contribute to 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

Re-appointed
Outside 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
June 2017
Director of the Company to the present 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
continued to appoint 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 3,574 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 2,200 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 2,100 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.
June 2017
Director of the Company to the present

Re-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 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.

(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 revenue. 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.

Mr. Ichizo Yoshikawa's term of office, as an Outside Director, will be three (3) years at the conclusion of thisShareholders Meeting.

4.

Mr. Makoto Mitsuya, and Mr. Toshiki Takano 's term of office, as an Outside Director, will be two (2) years at theconclusion of this Shareholders Meeting.

5.

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.

6.

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. In addition, Kintetsu Department Stores Co., Ltd. where he is an outside
director, has been subjected to on-site inspections by the Fair Trade Commission, and has received an
exclusionary order and a fine payment order based on the Antimonopoly Act by raising the hospitality gift shippingcost. Although he did not recognize the fact until this violation was revealed, he regularly warned the Board of
Directors of the importance of legal compliance. In addition, after recognizing the facts of this case, he was able tofulfill his duties, including making appropriate recommendations for efforts to prevent a recurrence.

7.

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

8.

(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 and Mr. Toshiki Takano are Independent Officers stipulated by the Tokyo Stock Exchange.

Proposal No. 3: Election of Three (3) Corporate Auditors
Mr. Keizo Nishigaki, Mr. Tadashi Fukuda and Mr. Satoshi Tsubota, Corporate Auditors, will complete
his term of office at the close of this Shareholders Meeting. Consequently, the Company proposes theelection of three (3) Corporate Auditors, as follows.
For this proposal, the consent of the Board of Corporate Auditors has been obtained.
The candidate for the Corporate Auditors is follows:

1 Keizo Nishigaki (September 11, 1957)
Number of shares of the Company held 3,300 shares Career summary, position at the Company (Important concurrent
positions)
March 1981
Joined the Company
November 2000 Director and President of EXEDY Friction
Material Co., Ltd.
April 2010
Executive Officer, Executive General Manager,
General Affairs Headquarters of the Company
June 2013
Corporate Auditor of the Company to thepresent

Re-appointed

 Reasons for candidacy for a corporate auditor’s position
Mr. Keizo Nishigaki has long accumulated abundant expertise as an
Executive General Manager, General Affairs Headquarters, andmanagement of overseas affiliate companies, etc. The Company has thus
continued to appoint him as a candidate for a Corporate Auditor’s position
because he has abundant experiences and he is expected to reflect his
abundant experience and his insight in audit.

2 Tadashi Fukuda (March 4, 1953)
Number of shares of the Company held 400 shares

Re-appointed
OutsideIndependent Career summary, position at the Company (Important concurrent
positions)
April 1986
Registered as Attorney, joined Daiichi
Law Office, P.C.
June 2000
Outside Auditor to Shinyei Co., Ltd.
June 2015
Outside Director of Shinyei Co., Ltd.
Corporate Auditor of the Company to thepresent
March 2016
Representative Partner of Daiichi Law Office,
P.C. to the present
June 2016
Outside Auditor of Mitsubishi Tanabe Pharma
Corporation to the presentReasons for candidacy for an outside corporate auditor’s position Mr.
Tadashi Fukuda has abundant experience and knowledge as a legal
expert. The Company has thus continued to appoint him as a candidate
for an outside Corporate Auditor’s position because he is expected toprovide proper proposal and advice on execution of the performance ofour directors.

3 Satoshi Tsubota (August 12, 1961)
Number of shares of the Company held 600 shares

Re-appointed

 Career summary, position at the Company (Important concurrent
positions)
October 1984 Joined Aoyama Audit Corporation/PricewaterhouseCoopers
August 1988
Registered as certified public accountant
April 1999
Registered as certified public tax accountant
July 2001
Participated in Kaisei Certified Public
Accountant Joint Office to the present
June 2005
Outside auditor to O-WELL CORPORATION to
the present
June 2015
Corporate Auditor of the Company to thepresent

OutsideIndependent

Reasons for candidacy for an outside corporate auditor’s position
Mr. Satoshi Tsubota has abundant experience and knowledge as anexpert on accounting and tax. The Company has thus continued toappoint him as a candidate for an Outside Corporate Auditor’s position
because he is expected to provide proper proposal and advice on
execution of the performance of our directors.

(Note)
1. There are no special interests between each candidate and the Company.
2. Mr. Tadashi Fukuda and Mr. Satoshi Tsubota are candidates of outside corporate auditors.
3. Reason why the Company recommends Mr. Tadashi Fukuda and Mr. Satoshi Tsubota as candidates for Outside
Auditors and why the Company has judged that these candidates can perform their duties properly
1) Mr. Tadashi Fukuda is a qualified attorney at law, and we have judged that his expertise as a lawyer will enable
him to provide us with proposals and advice concerning the performance of duties assigned to directors of theCompany.
2) Mr. Satoshi Tsubota has official qualifications as a qualified certified public accountant and tax accountant; andwe have judged that his expertise as a specialist in accounting/tax accounting services will enable him to provide
us with proposals and advice concerning the performance of duties assigned to directors of the Company.
4. Mr. Tadashi Fukuda, and Mr. Satoshi Tsubota term of office, as an Outside Auditors, will be four (4) years at theconclusion of this Shareholders Meeting.
5. Mr. Tadashi Fukuda served as an outside director of Shinyei Co., Ltd. until June 2017. However, after his resignation,
unfair trading act that conducted at consolidated subsidiary of Shinyei Co., Ltd. during his term of office has been
revealed.
Although he did not recognize the fact until this fraud was revealed, he regularly warned the Board of Directors of theimportance of legal compliance.
6. In the event that this proposal is approved in its original form and they are appointed, the Company shall enter into
contracts with Mr. Tadashi Fukuda and Mr. Satoshi Tsubota, respectively, pursuant to the provisions of the Company's
Articles of Incorporation, to limit their liabilities to the company.
An outline of the contents of the contracts is as follows.
(1) If an Outside Auditor is liable to the Company for damages, the amount of such damages shall be limited tothe minimum amount of liability prescribed in Article 425 of the Companies Act.
(2) The above limitation of liability is limited only when the corporate outside auditor is in good faith and does nothave gross negligence.
7. Both Mr. Tadashi Fukuda and Mr. Satoshi Tsubota are Independent Officers stipulated by the Tokyo Stock Exchange.

Nothing below this line