This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 6517
June 8, 2016

To our shareholders:
Shoichi Shiratori

President

Denyo Co., Ltd.
2-8-5, Nihonbashi-horidomecho, Chuo-ku, Tokyo 103-8566, JapanNOTICE OF THE 68TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 68th 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 orby electromagnetic means (via the Internet). Please exercise your voting rights after reviewing theattached Reference Documents for the General Meeting of Shareholders no later than 5:00 p.m., Tuesday,June 28, 2016 (Japan Standard Time).

Meeting Details
1.

Date and time:

Wednesday, June 29, 2016 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 68th Term (from April 1,2015 to March 31, 2016), 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 68th Term (from April 1, 2015 to March 31,2016)
Items to be resolved:
Proposal 1: Election of nine (9) Directors
Proposal 2: Election of one (1) Audit & Supervisory Board Member
Proposal 3: Amendment of remuneration for Directors and Audit and Supervisory BoardMembers4.

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 toExercising Voting Rights by Electromagnetic Means (page three of the Japanese version of thisNotice) 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 resolutions 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

1If you exercise your voting rights by electromagnetic means, please refer to the “Guide toExercising Voting Rights by Electromagnetic Means” on page three, and then indicate youragreement/disagreement by the voting rights exercise date printed on the above.
5.

Resolutions for this convocation:(1) If you exercise your voting rights several times via electronic means, the last votes to arrive will
be used. Even if your voting rights are duplicated on paper due to the re-issue of the proxy form,we will do the same. However, if exercised voting rights are duplicated on both paper andelectromagnetic means, the electromagnetic exercise details will be used.
(2) If you exercise voting rights and give conflicting votes on one and the same proposal, please
notify us in writing that you are exercising divided votes on the proposal and the reason for this,by three days prior to the General Meeting.

2

Reference Documents for the General Meeting of Shareholders

Proposal 1:

Election of nine (9) Directors

All members of the Board of Directors eight (8) will retire upon the expiration of their term of officeat the conclusion of this General Shareholder’s Meeting. Therefore, in order to secure managementtransparency we request that Outside Directors be increased by one (1) and that nine (9) Members of
the Board of Directors be elected.
The candidates for the position of Directors are as follows.

No.

Name(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company
April 1971
April 1995

1

Number oftheCompany’s
sharesowned

Joined The Dai-ichi Bank, Ltd.
Branch Manager, Hino Branch, The Dai-Ichi
Kangyo Bank, Ltd.
August 1996
Branch Manager, Bangkok Branch, The Dai-Ichi
Kangyo Bank, Ltd.
October 2001
General Manager, Subsidiaries and Affiliates
Management Office of the Company
June 2002
Director, General Manager, Planning &Coordination Office of the Company
April 2003
Director, General Manager, Subsidiaries andAffiliates Management Department of theCompany
April 2004
Director, General Manager, Finance Department of 48,300
Shigeru Koga
the Company(September 21, 1947)
sharesApril 2007
Director, General Manager, Administration
Department; General Manager, Subsidiaries andAffiliates Management, and person in charge ofInternal Control of the Company
April 2008
Managing Director, Chief Executive,Administration Division and Internal Control of theCompany
July 2009
Director, Managing Executive Officer, Chief
Executive, Administration Division, Assistant tothe President of the Company
April 2010
President of the Company
April 2016
Chairman of the Company(to the present)[Reasons for nomination as candidate for Director]
Mr. Shigeru Koga has six years of management experience as President and, in addition, has greatknowledge of global business management and management in general. Based on this we expect that he will
strengthen the decision making ability of the Board of Directors and that he will support the new executivesystem, so the Company selected him as a director nominee again.

3No.

Name(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company
April 1980
April 2008

23

Number oftheCompany’s
sharesowned

Joined the Company
Executive Officer, General Manager,
Planning & Coordination Department of theCompany
July 2009
Executive Officer, Deputy Chief Executive,Administration Division, General Manager, Planning& Coordination Department of the Company
April 2011
Executive Officer, Chief Executive, Administration
Division of the Company
June 2011
Director, Executive Officer, Chief Executive,Administration Division of the Company
21,591
Shoichi Shiratori
April 2012
Director, Executive Officer,(May 26, 1956)
Chief Executive, Administration Division,shares
General Manager, Information System Departmentof the Company
April 2013
Director, Managing Executive Officer,
Chief Executive, Administration Division,
General Manager, Information System Departmentof the Company
April 2015
Director, Managing Executive Officer,
Chief Executive, Administration Division of theCompany
April 2016
President of the Company(to the present)[Reasons for nomination as candidate for Director]
Mr. Shoichi Shiratori has been engaged in the planning and coordination and administration fields formany 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 bestrengthened so the Company selected him as a director nominee again.
April 1977
Joined the Company
April 2008
Executive Officer, General Manager, Sales
Department I of the Company
July 2009
Executive Officer, General Manager, Sales
Department I, Domestic Sales Division of theCompany
April 2011
Executive Officer, Chief Executive, Domestic Sales
Division, General Manager, East Japan Sales
Department of the Company
15,100Yoji EtoApril 2012
Executive Officer, Chief Executive, Domestic Sales(October 31, 1954)
Division of the Company
sharesJune 2012
Director, Executive Officer, Chief Executive,
Domestic Sales Division of the Company
April 2014
Director, Managing Executive Officer,
Chief Executive, Domestic Sales Division of theCompany
April 2016
Representative Director, Executive Vice President,
Executive Officer in charge of Sales, Administration,and Quality Management Divisions of the Company(to the present)[Reasons for nomination as candidate for Director]
Mr. Yoji Eto has been engaged in sales 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 so theCompany selected him as a director nominee again.

4No.

Name
(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company
April 1975
April 1985
June 1985
June 1989
June 1994

Hideaki Kuboyama(July 10, 1952)
4

April 1997
June 2000
June 2002
April 2010
April 2016

5

Joined the Company
General Manager, Product Planning Office of theCompany
Director, General Manager, Product Planning Officeof the Company
Managing Director, General Manager, SalesAdministration Headquarters of the Company
Senior Managing Director, General Manager,Planning & Coordination and Quality Control
Department of the Company
Senior Managing Director, Deputy GeneralManager, Production Division of the Company
Senior Managing Director, General Manager,
Planning & Coordination Office of the Company
President of the Company
Chairman, CEO of the Company
Director and Executive Advisor of the Company(to the present)

Number oftheCompany’s
sharesowned

195,739
shares[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 the Board of Directors to be strengthened by using his wealth of knowledge and experience so theCompany selected him as a director nominee again.
April 1975
Joined the Company
April 2009
General Manager, Production Division of theCompany
July 2009
Executive Officer, General Manager, Production
Management Department, Production Division of theCompany
April 2011
Executive Officer, Chief Executive, Production
Division, General Manager, Production Management
Department of the Company
15,000Teruo Yashiro
April 2012
Executive Officer, Chief Executive, Development(March 12, 1954)
sharesDivision of the Company
June 2012
Director, Executive Officer, Chief Executive,Development Division of the Company
April 2013
Director, Executive Officer, Chief Executive,
Production Division of the Company
April 2016
Director, Managing Executive Officer, Chief
Executive, Production Division of the Company, andin charge of Overseas Manufacturing Subsidiaries.
(to the present)[Reasons for nomination as candidate for Director]
Mr. Teruo Yashiro has been engaged in production and development operations. We expect the decision
making ability of the Board of Directors to be strengthened by using his wealth of product knowledge so
the Company selected him as a director nominee again.

5No.

Name(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company
April 1979
April 2008

6Joined the Company
General Manager, Sales Department III of theCompany
July 2009
Executive Officer, General Manager, Sales
Department III, Domestic Sales Division of theCompany
April 2011
Executive Officer, Chief Executive, International
Sales Division, General Manager, International Sales
Department IV of the Company
July 2011
Executive Officer, Chief Executive, International
Sales Division of the Company
August 2011
Executive Officer, Chief Executive, International
Sales Division, General Manager, International Sales
Department IV of the Company
June 2012
Director, Executive Officer, Chief Executive,Yasuo Mizuno
International Sales Division, General Manager,(December 20, 1955)
International Sales Department IV of the Company
February 2014 Director, Executive Officer, Chief Executive,
International Sales Division, General Manager,
International Sales Department I and International
Sales Department IV of the Company
April 2014
Director, Executive Officer, Chief Executive,
International Sales Division, General Manager,
International Sales Department III of the Company
April 2016
Director, Managing Executive Officer, Chief
Executive, Sales Division of the Company, and in
charge of Overseas Sales Subsidiaries(to the present)[Significant concurrent positions outside the Company]
President, Denyo America Corporation,President, Denyo Europe B.V.

Number oftheCompany’ssharesowned

15,300shares[Reasons for nomination as candidate for Director]
Mr. Yasuo Mizuno has been engaged in the domestic sales and international sales operations. We expect
the decision making ability of the Board of Directors to be strengthened by his global perspective so theCompany selected him as a director nominee again.

6No.

Name(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company
April 1976
April 2008

78

Number oftheCompany’s
sharesowned

Joined the Company
General Manager, Research and Development
Department of the CompanyApril 2010
Executive Officer, Deputy Chief Executive,Development Division, General Manager,
Development Department of the Company
April 2011
Executive Officer, General Manager, Development
Department of the Company
April 2012
Executive Officer, General Manager, Engineering
Department of the Company
April 2013
Executive Officer, Chief Executive, Development
Toshiaki Tanaka
10,600
Division of the Company(June 25, 1953)
sharesApril 2014
Executive Officer, Chief Executive, Development
Division, General Manager, Patent Administration
Department of the Company
June 2015
Director, Executive Officer, Chief Executive,
Development Division, General Manager, PatentAdministration Department of the Company
April 2016
Director, Senior Executive Officer, Chief Executive,Development Division, General Manager, Patent
Administration Department(to the present)[Reasons for nomination as candidate for Director]
Mr. Toshiaki Tanaka has been engaged in development operations. We expect the decision making abilityof the Board of Directors to be strengthened by using his wealth of product knowledge so the Company
selected him as a director nominee again.
April 1995
Full-time Lecturer, Faculty of Law, Keio University
April 1998
Assistant Professor, Faculty of Law, Keio University
April 2005
Visiting Researcher, Faculty of Law, Humboldt
University of Berlin
April 2007Instructor, Graduate School of Law, Keio University
April 2008
Professor, Faculty of Law, Keio University
April 2009
A Member of the Committee,Haruhito Takada
0Graduate School of Law, Keio University(October 14, 1965) June 2009
A Member of the independent committee established sharesin line with the Company’s takeover defense
measures, the Company (current post)
April 2011
Professor, Graduate School of Law, Keio University
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 due to consideration of his broad insight andspecialist’s viewpoint as a university professor and because we determined that he could appropriately
carry out those duties.
While he does not have experience in corporate management other than as an Outside Director, he isindependent from the management which undertakes business operations and there is no fear that a conflictof interest will arise with the shareholders. The Company would like to use his knowledge and experiencein management from here on and so selected him as a nominee for Outside Director. Currently, Mr. Takada
is an Outside Director of the Company and his term as an Outside Director at the conclusion of this General
Shareholder’s Meeting will be three years. There are no contributions to Graduate School of Law, Keio
University, his other place of employment.

7No.

Name(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

Number oftheCompany’sshares
ownedApril 1967
July 1992

9Joined the National Tax Agency
Senior Examiner, Second Large Enterprise
Examination Department of the Tokyo Regional
Taxation Bureau.
July 1995
Chief Examiner of the Shibuya Tax Office
July 2001
Special Officer (International Taxation) of the*Reiko Asahina
0Nihonbashi Tax Office(June 2, 1948)
sharesJuly 2004
Special Examiner of the Shinjuku Tax Office
July 2007
Special Examiner of the Kyobashi Tax Office
July 2008
Retired from office
September 2008 Established Asahina Tax Accountant Office(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 andspecialist’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, she is independent from the management
which undertakes business operations and there is no fear that a conflict of interest will arise with theshareholders. The Company would like to use her knowledge and experience in management from here on
and so selected her as a nominee for Outside Director.

Notes:
1. An asterisk (*) indicates a new candidate.
2. There are no special interests between the candidates and the Company.
3. Mr. Haruhito Takada and Ms. Reiko Asahina are candidates for Outside Director.
4. The Company has entered into an agreement with Mr. Haruhito Takada to limit liability for damages underArticle 423, Paragraph 1 of the Companies Act as provided for in Article 427, Paragraph 1 of the Companies Act.
The limit of liability based on the concerned agreement is the minimum amount of liability provided for inArticle 425, Paragraph 1 of the Companies Act. If this Proposal is approved as proposed, the Company intends
to continue the aforementioned agreements.
5. If Ms. Reiko Asahina is elected, the Company intends to conclude an agreement with her to limit liability fordamages under Article 423, Paragraph 1 of the Companies Act as provided for in Article 427, Paragraph 1 of theCompanies Act. The limit of liability based on this concerned agreement is the minimum amount of liability
provided for in Article 425, Paragraph 1 of the Companies Act.
6. Mr. Haruhito Takada fulfills the requirements specified by the Tokyo Stock Exchange for Independent Officers
and the Company has registered him as an Independent Officer with the Tokyo Stock Exchange.
7. Ms. Reiko Asahina fulfills the requirements specified by the Tokyo Stock Exchange for Independent Officers
and if she is elected, the Company intends to register her as an Independent Officer with the Tokyo StockExchange.

8Proposal 2:

Election of one (1) Audit & Supervisory Board Member

The term of office for Audit and Supervisory Board Member Masaru Sugiyama will expire at theconclusion of this General Meeting of Shareholders so the Company is requesting the election of one(1) Audit and Supervisory Board Member.
Also, this proposal already has the agreement of the Audit and Supervisory Board.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, position andsignificant concurrent positions outside the Company
April 1978
June 2005
April 2006

MasaruSugiyama(July 21, 1953)

July 2009
April 2012
April 2014
June 2014

Joined the Company
Director, Denyo Trading Co., Ltd.
Director, Denyo Trading Co., Ltd.,
Director, Denyo Asia Pte Ltd., (resides in Singapore)
Executive Officer, General Manager, Group Business
Planning Office of the Company
Executive Officer, General Manager, Internal Audit Office,
Person in charge of Internal Control
Executive Officer, General Manager, Administration
Division
Audit & Supervisory Board Member of the Company(to the present)

Number oftheCompany’s
sharesowned

12,800shares[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Mr. Masaru Sugiyama has the experience and knowledge of overseas business and General Manager of theInternal Audit Office along with being responsible for Internal Control. The Company believes he canappropriately fulfill the duties of Audit and Supervisory Board Member. Based on his audit achievements as asitting Audit and Supervisory Board Member, the Company requests his election as an Audit and SupervisoryBoard Member again.
Note: There are no special interests between the candidate for Audit and Supervisory Board Member and theCompany.

9Proposal 3:Amendment of remuneration for Directors and Audit and Supervisory BoardMembers

At the 58th General Meeting of Shareholders held on June 29, 2006, annual remuneration for
directors to be no more than 240 million yen (however, employee salaries are not included) andannual remuneration for Audit and Supervisory Board Members to be no more than 60 million yen
was approved and these amounts have continued up to the present.
Considering all the recent circumstances changing the economic situation, and need for securing thehuman resources to strengthen corporate governance in the future, the Company would like to revise
the annual remuneration for directors to be no more than 300 million yen (of which an amount nomore than 30 million yen is for outside directors), and the annual remuneration for Audit andSupervisory Board Members to be no more than 80 million yen and requests approval of thisproposal.
As has been the case until now, the amount of remuneration for directors will not include theemployee salaries of directors who serve concurrently as employees.
Currently there are eight (8) Directors (one (1) of whom is an Outside Director) and there are four(4) Audit and Supervisory Board Members. If proposals 1 and 2 are approved as proposed, there will
be nine (9) Directors (two (2) of whom are Outside Directors) and four (4) Audit and Supervisory
Board Members.
End of Text10