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 11, 2020

To Shareholders:
Hidehito Hisakawa
President and Representative Director

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

NOTICE OF CONVOCATION OF THE 70TH ANNUAL
SHAREHOLDERS MEETING
Dear Shareholder,Thank you for your continued interest in EXEDY Corporation (the "Company").
You are hereby notified that the 70th Annual Shareholders Meeting (the “Meeting”) will be held asstated below.
To avoid the risk of COVID-19 infection, we strongly recommend that you abstain
from attending the Meeting and exercise your voting rights in writing or via theinternet instead. 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, 2020 (Thursday).
Sincerely,
Details1.
2.

Date and Time
Place

3.

Meeting Agenda

10:00 a.m. June 26, 2020 (Friday)
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 70th Business Year (from April 1, 2019 to March 31,
2020)
2. Report on the Audit Results of the Consolidated Financial Statements for the 70th
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-End-

If 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).

Regarding COVID-19
We will take the following measures to prevent infection and spread of COVID-19. We
ask for your understanding and cooperation so we can ensure the safety of ourshareholders and employees.
1. We request you to exercise your voting rights in advance in writing or on the Internet,
when possible, and to abstain from attending the Meeting.
2. The Meeting will be held on a smaller scale and the program will be shortened.
3. We will not be handing out gifts at the Meeting.
4. The plant tour that is usually held after the Meeting will also be canceled.
5. We will not operate the usual shuttle service from and to the nearest train station for
the Meeting.
6. As we widened the space between the seats, the number of available seats will belimited. As a result, you may not be able to enter the venue. We would like to ask foryour understanding.
7. We ask all visiting shareholders to wear masks.
8. Company directors and employees will also wear masks.
9. Before entering the venue, we may ask you to disinfect your hands with alcohol andmeasure your body temperature, etc. If you refuse to cooperate with these measures,
or if you are not feeling well, you will not be allowed to enter the venue.
The above information may be revised depending on changes in circumstances. Anychanges will be announced 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 ¥2,111,165,145
Together with the interim dividend of ¥45 per share paid on November 22, 2019,the annual dividend is ¥90 per share.
(2) Effective date of dividends from the surplus
June 29, 2020
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)
ＥＰＳ*
Year-end DividendInterim Dividend

(Yen)
350
300

328.66296.39269.52

250
EPS

198.34200

AnnualDividend

150
100

80

90

90

90 (Scheduled)

50

45
35

50
40

45

45 (Scheduled)

45

45

0

2016

2017

2018

Fiscal Year2019

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.
Consequently, the Company proposes the increase of Outside Director by one (1) toreinforce and enhance the structure of corporate governance additionally, and the electionof eleven (11) Directors, including four (4) Outside Directors.
The candidates for Directors are as follows:
Current position of the Company

Attendance ofBoard of Director's
Meetings

Re-appointed Hidehito Hisakawa

Representative Director and President

12/12(100%)

2

Re-appointed Shogo Okamura

Representative Director and Senior
Executive Managing Officer, Executive
General Manager of Purchasing
Headquarters

12/12(100%)

3

Re-appointed Hiroshi Toyohara

Director and Senior Executive
Managing Officer, Executive General
Manager of Administrative
Headquarters

12/12(100%)

4

Re-appointed Tetsuya Yoshinaga

Director and Executive Managing
Officer, Ueno Division General
Manager, Executive General Manager
of AT Manufacturing Headquarters

10/10(100%)

5

Re-appointed Shinji Fujimoto

Director and Senior Executive Officer,
Executive General Manager ofDevelopment Headquarters

12/12(100%)

6

Re-appointed Yuzuru Hirose

Director and Senior Executive Officer,
Executive General Manager of Sales
Headquarters

10/10(100%)

7

Re-appointed Junji Yamakawa

Director and Senior Executive Officer,
Executive General Manager of Quality
Assurance Headquarters

10/10(100%)

8

Re-appointed Makoto Mitsuya

Outside Director

12/12(100%)

9

Re-appointed Ichizo Yoshikawa Outside Independent Outside Director

12/12(100%)

10

Re-appointed Toshiki Takano

12/12(100%)

Candidate
No.

1

11

Name

Newly
appointed

Takashi Hayashi

OutsideOutside Independent Outside Director

Outside Independent－－

1 Hidehito Hisakawa (January 24, 1955)
Number of shares of the Company held 37,728 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 13,764 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
June 2019
Representative Director of the Company to thepresent
April 2020
Executive General Manager, Purchasing
Headquarters, 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
Representative Director and Senior Executive Managing Officer sinceJune 2019. 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.

3 Hiroshi Toyohara (August 19, 1962)
Number of shares of the Company held 8,455 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
April 2020
Senior Executive Managing Officer of theCompany to the present 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 and Senior
Executive Managing Officer in April 2020. 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 values of theentire Group and to promoting proper management decisions.

4 Tetsuya Yoshinaga (January 3, 1960)
Number of shares of the Company held 3,231 shares

Re-appointed

 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
April 2017
Senior Executive Officer of the Company
June 2019
Director of the company to the present
Executive General Manager, AT Manufacturing
Headquarters, of the Company to the present
Ueno Division General Manager of the Company
to the present
April 2020
Executive Managing Officer of the Company tothe present 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 Director and Executive
Managing Officer since April 2020. 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 Shinji Fujimoto (June 5, 1962)
Number of shares of the Company held 6,629 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 Director andSenior Executive Officer in June 2018. 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.

6 Yuzuru Hirose (February 21, 1972)
Number of shares of the Company held 3,637 shares

Re-appointed

 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
June 2019
Director of the Company to the present 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 Director and Senior Executive Officer since June
2019. The Company has thus continued to appoint 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.

7 Junji Yamakawa (March 16, 1968)
Number of shares of the Company held 1,831 shares

Re-appointed

 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
June 2019
Director of the Company to the present
Executive General Manager, Quality Assurance
Headquarters, of the Company to the present 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 Director
and Senior Executive Officer since June 2019. 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 values of theentire 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
April 2020
Executive Vice President of AISIN SEIKI CO.,LTD. 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 Ichizo Yoshikawa (May 20, 1946)
Number of shares of the Company held 2,500 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.

10 Toshiki Takano (August 31, 1954)
Number of shares of the Company held 2,300 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.

11 Takashi Hayashi (April 22, 1956)
Number of shares of the Company held Nil

Newly
appointed
Independent
OutsideRe-appointed
New Career summary, position and duties at the Company (Importantconcurrent positions)
March 1979 Joined Nihon Radiator Co., Ltd. (former CalsonicKansei Corporation, currently MARELLI)
June 2008 Director and Executive Vice President of CalsonicKansei Corporation
June 2011 Representative Director, President and CEO ofTOKYO RADIATOR MFG Co., Ltd.
June 2019 Director and Chairman of TOKYO RADIATOR
MFG Co., Ltd. to the present Reasons for candidacy for an outside director’s position
Mr. Takashi Hayashi has long accumulated abundant expertise as acorporate manager in automobile component business, by fulfilling his
responsibilities as a director of Calsonic Kansei Corporation (currently
MARELLI) and TOKYO RADIATOR MFG Co., Ltd. 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.

(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, Mr. Toshiki Takano and Mr. Takashi Hayashi are candidates for
Outside Directors.

3.

Mr. Ichizo Yoshikawa's term of office, as an Outside Director, will be four (4) 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 three (3) years at theconclusion of this Shareholders Meeting.

5.

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 in October 2018 based on the Antimonopoly Act by raising the
hospitality gift shipping cost. 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 thiscase, he was able to fulfill his duties, including making appropriate recommendations for efforts to prevent a
recurrence.

6.

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.
In the event that this proposal is approved in its original form and that Mr. Takashi Hayashi is appointed, theCompany shall enter into contracts with him pursuant to the provisions of the Company’s Articles of Incorporation,
to limit his liability to the Company.
An outline of the contents of the liability limitation contracts is as follows.
(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.

7.

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

Nothing below this line