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 3, 2021

To Shareholders:
Hidehito Hisakawa
President and Representative Director

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

NOTICE OF CONVOCATION OF THE 71ST ANNUAL
SHAREHOLDERS MEETING
Dear Shareholder,Thank you for your continued interest in EXEDY Corporation (the "Company").
You are hereby notified that the 71st 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 23, 2021 (Wednesday).
Sincerely,
Details1.
2.

Date and Time
Place

3.

Meeting Agenda

10:00 a.m. June 24, 2021 (Thursday)
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 71st Business Year (from April 1, 2020 to March 31,
2021)
2. Report on the Audit Results of the Consolidated Financial Statements for the 71st
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-EndOf 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 (https://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 (https://www.exedy.com).
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.

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 (https://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¥30 per share of the Company
Total of ¥1,407,704,460
Together with the interim dividend of ¥30 per share paid on November 27, 2020,
the annual dividend is ¥60 per share.
(2) Effective date of dividends from the surplus
June 25, 2021
2. Other matters concerning the appropriation of surplus(1) Items and amount of decreasing surplus
Retained earnings brought forward¥2,000,000,000(2) Items and amount of increasing surplus
General reserves¥2,000,000,000
Dividend History
DPS (Yen)
EPS*
Year-end DividendInterim Dividend(Yen)

350.00328.66300.00269.52250.00198.34200.00EPS
AnnualDividend

150.00100.00
50.00

90

90

90

50

45

45

40

45

45

2017

2018

2019

0.00
Fiscal Year106.2460 (Scheduled)
30 (Scheduled)

30
2020

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 four (4) Outside Directors.
The candidates for Directors are as follows:1 Hidehito Hisakawa (January 24, 1955)
Number of shares of the Company held 44,758 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 14,882 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 9,673 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 4,143 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
July 1988
Joined the Company
March 2009
President of EXEDY America Corporation
June 2009
Executive Officer of the Company
April 2016
President of EXEDY DYNAX Shanghai Co., Ltd.
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
April 2021
Senior Executive Managing Officer of theCompany to the 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 Senior Executive
Managing Officer since April 2021. 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 Yuzuru Hirose (February 21, 1972)
Number of shares of the Company held 4,496 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.

6 Junji Yamakawa (March 16, 1968)
Number of shares of the Company held 2,590 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.

7 Mitsugu Yamaguchi (August 9, 1962)
Number of shares of the Company held 300 shares

Newly
appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
March 1985 Joined the Company
July 2006
Deputy General Manager of Engineering &Development Headquarters
June 2009
Executive Officer of the Company
April 2015
Special Technical Advisor
Nov 2017
President of Exedy America Corporation
April 2018
Executive Officer of the Company
April 2021
Senior Executive Officer of the Company to thepresent, Executive General Manager ofMotorcycle Clutch Headquarters to the present Reasons for candidacy for a director's position
Mr. Mitsugu Yamaguchi has long worked overseas as an expatriate andaccumulated experience and achievements in development field ingeneral, and has been broadly engaged in management of the Groupbusiness since he was appointed Senior Executive Officer since April
2021. 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.

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. (current AISINCORPORATION. The same shall apply
hereunder)
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.
April 2021
Representative Director of AISIN CORPORATION
to the present Reasons for candidacy for an outside director’s position andoverview of expected roles
Mr. Makoto Mitsuya has long been engaged in management of AISINCORPORATION 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 strengthen corporate governance bysupervising the business execution of directors from an objective andindependent standpoint.

9 Ichizo Yoshikawa (May 20, 1946)
Number of shares of the Company held 2,900 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 andoverview of expected roles
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 strengthen corporate
governance by supervising the business execution of directors from an
objective and independent standpoint.

10 Toshiki Takano (August 31, 1954)
Number of shares of the Company held 2,500 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 andoverview of expected roles
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 strengthen
corporate governance by supervising the business execution of directors
from an objective and independent standpoint.

11 Takashi Hayashi (April 22, 1956)
Number of shares of the Company held 100 shares

Re-appointed
Outside Career summary, position and duties at the Company (Importantconcurrent positions)
March 1979 Joined Nihon Radiator Co., Ltd. (Currently MARELLI)
June 2008 Director and Executive Vice President of the above
company.
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
June 2020 Director of the Company to the present Reasons for candidacy for an outside director’s position andoverview of expected roles
Mr. Takashi Hayashi has long accumulated abundant expertise as acorporate manager in automobile component business, by fulfilling his
responsibilities as a director of TOKYO RADIATOR MFG Co., Ltd. The
Company has thus continued to appoint him as a candidate for an outside
director’s position because he is expected to strengthen corporate
governance by supervising the business execution of directors from an
objective and independent standpoint.

Re-appointed
Independent
New(Notes)1.

Mr. Makoto Mitsuya is a Representative Director of AISIN CORPORATION, which has business transactions,
including product sales and purchases, with the Company. 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 five (5) 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 four (4) years at theconclusion of this Shareholders Meeting.

5.

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

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 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.

7.

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

8.

The Company has entered into the contract with the insurance company for the directors and officers liability
insurance based on the regulation of Article 430-3, Paragraph 1 of the Companies Act, the legal damages inthe event of a claim for damages due to an act (including omission) conducted by the individual insured
persons including the directors of the Company based on their status, the compensation and litigation costs
will be covered by the insurance contract. (However except the case when the disclaimer applies such as
criminal acts, illegal acts, fraudulent acts or acts conducted while recognizing the rules or regulations are
violated) When each candidate is appointed as a director and assumed office, he will be insured by the
insurance contract. In addition, the insurance contract will be renewed with the same contents at the next
renewal.

9.

Mr. Ichizo Yoshikawa, Mr. Toshiki Takano and Mr. Takashi Hayashi are Independent Officers stipulated by
the Tokyo Stock 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.
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.
June 1979
Director of AISIN SEIKI CO., LTD. (current AISINCORPORATION. The same shall apply
hereunder)
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 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 AISINCORPORATION 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.

Mr. Kanshiro Toyoda is a Director and Chairman of AISIN CORPORATION which has business transactions,
including product sales and purchases, with the Company.
Mr. Kanshiro Toyoda is a candidate for an Outside Corporate Auditor.
Mr. Kanshiro Toyoda’s term of office as an Outside Corporate Auditor will be nineteen (19) years at the conclusionof this 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)

5.

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.
The Company has entered into the contract with the insurance company for the directors and officers liability
insurance based on the regulation of Article 430-3, Paragraph 1 of the Companies Act, the legal damages inthe event of a claim for damages due to an act (including omission) conducted by the individual insured
persons including the auditors of the Company based on their status, the compensation and litigation costs
will be covered by the insurance contract. (However except the case when the disclaimer applies such as
criminal acts, illegal acts, fraudulent acts or acts conducted while recognizing the rules or regulations are
violated) When each candidate is appointed as a auditor and assumed office, he will be insured by the
insurance contract. In addition, the insurance contract will be renewed with the same contents at the next
renewal.

(Reference) Composition of Directors and Corporate Auditors

Directors

Hidehito Hisakawa●

Shogo Okamura●

Hiroshi Toyohara●

Tetsuya Yoshinaga●

Yuzuru Hirose●

Junji Yamakawa●

Mitsugu Yamaguchi
Makoto Mitsuya

New

OutsideIchizo Yoshikawa Outside IndependentToshiki Takano●●

Auditors●●

GlobalLegal, Risk
Management

●

●

●

●

●

●

●

●

●

●
●
●

●

●

●
●

●

●

●

●

●
●

●

●

●

●

Tadashi Fukuda Outside Independent
Satoshi Tsubota Outside Independent

Safety, Environment,
Sustainability

●

●

●

●

Finance
Accounting●●

Keizo Nishigaki
Kanshiro Toyoda Outside●●

Outside Independent

Takashi Hayashi Outside Independent

●

Sales
Purchasing

Name

Manufacturing
Quality

Corporate
Management
Engineering
Development

The expertise and experience of each director and Corporate Auditor when the second and third
proposals are approved as originally proposed is as follows.

●●

Nothing below this line