Note: This document has been translated from a part of the Japanese original for reference purposes only. Inthe event of any discrepancy between this translated document and the Japanese original, the original shallprevail.
(Stock Exchange Code 8050)
June 9, 2015
To Shareholders with Voting Rights:
Yoshinobu Nakamura
President
Seiko Holdings Corporation
5-11, Ginza 4-chome, Chuo-ku, TokyoNOTICE OF
THE 154TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 154th Ordinary General Meeting of Shareholders of Seiko Holdings
Corporation (the “Company”). The meeting will be held for the purposes described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing. If exercising yourvoting rights in writing, please review the attached Reference Documents for the General Meeting ofShareholders, indicate your votes for or against the proposals on the enclosed Voting Rights Exercise Formand return it, so that it is received by 6 p.m. on Thursday, June 25, 2015, Japan time.
1. Date and Time:

Friday, June 26, 2015, at 10 a.m. Japan time

2. Place:

Toranomon Hills Forum Hall B
Toranomon Hills Mori Tower 4F
23-3, Toranomon 1-chome, Minato-ku, Tokyo, Japan*Please note that the venue has changed from previous year.

3. Meeting Agenda:
Matters to be reported: The Business Report, Non-consolidated Financial Statements, Consolidated
Financial Statements for the Company’s Fiscal Year Ended on March 31, 2015
(from April 1, 2014 to March 31, 2015) and results of audits by the Accounting
Auditor and the Board of Corporate Auditors of the Consolidated FinancialStatementsProposals to be resolved:
Dividend of Surplus
Proposal 1:
Election of 12 Directors
Proposal 2:
Election of Two (2) Corporate Auditors
Proposal 3:-1-4. Decisions Concerning Convocation(1) Should you choose to exercise your voting rights via a proxy, you may designate a shareholder otherthan yourself, who is entitled to vote with respect to the Company, as your proxy. In such case,please have the proxy submit a Power of Attorney together with your Voting Rights Exercise Formto the reception desk.
(2) Should you diversely exercise your voting rights, please notify the Company in writing to this effect,
together with the reason thereof, at least three days prior to the date of the General Meeting ofShareholders.

◎When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
◎Should the Reference Documents for the General Meeting of Shareholders and the Appendix require revisions,the revised versions will be posted on the Company’s website (English: http://www.seiko.co.jp/en/ir/),(Japanese: http://www.seiko.co.jp/ir/).

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Reference Documents for the General Meeting of Shareholders
Proposal 1:
Dividend of Surplus
The Company has a policy to provide consistent dividend payments while considering the consolidated
business results for the year under review and taking into account the enrichment of internal reserves tostrengthen our management foundation. Based on this policy, with regard to the year-end dividend for the
fiscal year under review, we hereby propose to distribute the surplus as described below.
The amount distributed to shareholders for the year under review, including the interim dividend, would be
10 yen per share.
Matters related to the year-end dividend(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and its total amountAmount per common share
7.5 yenTotal amount of dividends
1,550,615,182 yen(3) Effective date of distribution of surplus June 29, 2015

Proposal 2:
Election of 12 Directors
The terms of office of all the 11 Directors will expire at the conclusion of this Ordinary General Meetingof Shareholders. Accordingly, we propose the election of 12 Directors, adding one Director to further
promote and reinforce the management structure of the Company.
The candidates for Director are as follows:No.

Name(Date of birth)

Career, positions, responsibilities
and significant concurrent positions
April 1975
July 1984

1

Shinji Hattori(January 1, 1953)

January 1996
June 2001
June 2003
June 2007
June 2009
April 2010
October 2012

Joined Mitsubishi Corporation
Joined Seikosha Co., Ltd. (currently Seiko Clock Inc. and SeikoPrecision Inc.)
Director of Seiko Precision Inc.
President of Seiko Precision Inc.
President & CEO of SEIKO WATCH CORPORATION(to present)
Director of the Company
Executive Vice President of the Company
President of the Company
Chairman & Group CEO of the Company (to present)-3-

Number ofshares of theCompany held

11,396,448

No.

Name(Date of birth)

Career, positions, responsibilities
and significant concurrent positions
April 1972
June 2001
June 2003
June 2004

2Yoshinobu Nakamura(October 21, 1949) March 2008
June 2008
December 2008
May 2010
October 2012
April 1984
January 2002
April 2006
May 2011

34

Akio Naito(November 9, 1960)

Hirohiko Umemoto(November 13, 1951)

June 2011
June 2013
December 2014

April 1974
October 2003
June 2004
October 2009
February 2011
June 2013
April 2014
April 1980
April 2004

5Shuji Takahashi(August 29, 1957)

February 2011June 2012
June 2013
April 2014
January 2015
April 1984
September 2007
July 2009

6Akihiro Okuma(September 9, 1960)

May 2010
June 2013
August 2013
January 2015

Joined Seikosha Co., Ltd. (currently Seiko Clock Inc. and Seiko
Precision Inc.)
Director of Seiko Precision Inc.
Director of the Company
Executive Director & CFO of SEIKO WATCHCORPORATION
President of Seiko Clock Inc.
Director of the Company
Senior Executive Director of the Company
Representative Director and Senior Executive Director of theCompany
President of the Company (to present)
Joined the Company
Managing Director of SEIKO Australia Pty. Ltd.
General Manager, Legal & Intellectual Property Department ofthe Company
Senior General Manager, General Affairs Department and Legal& Intellectual Property Department of the Company
Director of the Company
Executive Director of the Company (to present)
Director in charge of Finance & Accounting, Corporate Strategy& Planning and Legal & Intellectual Property; General Manager,
Legal & Intellectual Property Department of the Company(to present)
Joined Mitsubishi Corporation
Joined SEIKO WATCH CORPORATION
Director of SEIKO WATCH CORPORATION
Executive Director of SEIKO WATCH CORPORATION
Representative Director, Senior Executive Vice President ofSEIKO WATCH CORPORATION
Director in charge of Watches Business of the Company(to present)
Chief Operating Officer of SEIKO WATCH CORPORATION(to present)
Joined the Company
General Manager, Merchandising Department II of SEIKO
WATCH CORPORATION
Senior Vice President of SEIKO WATCH CORPORATION
Director, Senior Vice President of SEIKO WATCHCORPORATION
Director of the Company (to present)
Director, Executive Vice President of SEIKO WATCHCORPORATION (to present)
Director in charge of Public Relations and Secretariat, Brand
Promotion of the Company (to present)
Joined the Company
General Manager, General Affairs Department of SEIKO
WATCH CORPORATION
General Manager, Human Resources Department of theCompany
Director of Seiko Clock Inc.
Director of the Company (to present)
Director in charge of Human Resources, General Affairs and IT
Planning of the Company (to present)
Director and Managing Executive Officer of SEIKO Solutions
Inc. (to present)-4-

Number ofshares of theCompany held

72,00014,00043,000

6,000

7,000

No.

Name
(Date of birth)

Career, positions, responsibilities
and significant concurrent positions
April 1974
June 2003
June 2005
June 2008
June 20097

Hitoshi Murakami(January 26, 1952)

8

Shuntaro Ishii(August 4, 1958)

June 2009
June 2010
June 2012
October 2012
June 2013
June 2013
April 1983
October 2005
August 2009
June 2010
June 2013
August 2013
August 2013
April 1973
April 2003
June 2003

9Yoshihide Fujii(March 15, 1950)

June 2004

June 2009

June 2014
June 2014
April 1982
April 2002
September 2007
10Satoshi Doi
June 2009(November 10, 1958)
April 2010
June 2010
June 2011
June 2014

Joined the Company
Director of SEIKO WATCH CORPORATION
Executive Director of SEIKO WATCH CORPORATION
Executive Director of the Company
Senior Executive Director & COO of SEIKO WATCHCORPORATION
Director of the Company
Executive Director of the Company
President and Representative Director of WAKO Co., Ltd.
Senior Executive Director of the Company
President of Seiko Instruments Inc. (to present)
Director of the Company (to present)
Joined the Company
General Manager, Merchandising Department of SEIKO
WATCH CORPORATION
General Manager, Finance & Accounting Department of theCompany
Director of the Company
Executive Director of the Company
Director, Executive Vice President of Seiko Instruments Inc. (topresent)
Director of the Company (to present)
Joined TOSHIBA CORPORATION
Executive Vice President, Semiconductor & Storage ProductsCompany of TOSHIBA CORPORATION
Executive Officer and Corporate Vice President of TOSHIBACORPORATION
Executive Officer and Corporate Senior Vice President ofTOSHIBA CORPORATION,President of Digital Media Network Ltd.
Executive Officer, Corporate Executive Vice President andCorporate Representative - America of TOSHIBACORPORATION
Chairman of Seiko Instruments Inc. (to present)
Director of the Company (to present)
Joined the Dai-Ichi Kangyo Bank, Limited
Deputy General Manager, Otemachi Sales Division II of Mizuho
Corporate Bank, Ltd.
General Manager, Marketing Planning & Strategy Department ofSEIKO WATCH CORPORATION
Standing Corporate Auditor of SEIKO WATCHCORPORATION
Director of WAKO Co., Ltd.
Director of the Company (to present)
Director, Executive Vice President of Seiko Clock Inc.
Managing Director of Sanko Kigyo K.K. (to present)-5-

Number ofshares of theCompany held

33,00012,000

5,000

5,000

No.

Name(Date of birth)

Career, positions, responsibilities
and significant concurrent positions
April 1965
September 1993
June 1998
December 1999

11

Akio Harada(November 3, 1939)

July 2001
October 2004
June 2005
June 2005
April 2013
April 2013

June 2013
October 2013

12

Carsten Fischer(September 7, 1962)

March 2014
October 1979
March 1996
January 1999
July 2003
July 2004
January 2007
April 2010
April 2012

Public Prosecutor of the Tokyo District Public Prosecutor’s
OfficePublic Prosecutor of the Supreme Public Prosecutors OfficeVice-Minister of Justice
Superintending Prosecutor, Tokyo High Public Prosecutors
OfficeProsecutor-General
Registered as Attorney at Law (to present)
Outside Director of the Company (to present)
Outside Audit & Supervisory Board Member of Shiseido
Company, Limited (to present)
Representative director of Japan Criminal Policy Society,general incorporated foundation (to present)
Representative director of International Civil and Commercial
Law Centre Foundation, public interest incorporated foundation(to present)
Outside Director, Sumitomo Corporation (to present)
Chairman, Management Committee, Nuclear Damage
Compensation and Decommissioning Facilitation Corporation(to present)
Outside Director, Yamazaki Baking Co., Ltd. (to present)
Joined Hans Schwarzkopf GmbH (Hamburg)
President and C.E.O. of Schwarzkopf & Henkel K.K.
President and C.E.O. of Wella Japan Co., Ltd.
Executive-Vice President of Wella AG
Corporate Officer and President, Professional Care at Proctor &Gamble
Corporate Executive Officer of Shiseido Company, Limited
Senior Corporate Executive Officer of Shiseido Company,
LimitedRepresentative Director and Senior Corporate Executive Officerof Shiseido Company, Limited

Number ofshares of theCompany held35,00030,000(Notes)
1. There is no special relationship of interest between the Company and each candidate for Director.
2. Mr. Akio Harada and Mr. Carsten Fischer are candidates for Outside Director as defined in Article 2, Paragraph 3, Item
7 of the Ordinance for Enforcement of the Companies Act.
3. The Company has reported Mr. Akio Harada to the Tokyo Stock Exchange as an independent officer and will report
Mr. Carsten Fischer to the Exchange as an independent officer as well.
4. The Company nominates Mr. Akio Harada as a candidate for Outside Director, expecting him to provide valuablecomments for the Company’s Board of Directors from an objective perspective and to perform appropriate supervisory
functions based on his long experience in the legal field and expert legal knowledge. Although Mr. Harada has neverbeen involved in corporate management other than by serving as an outside director or an outside corporate auditor,
the Company believes that he will be able to perform his duties as an Outside Director appropriately because of thereasons above.
The Company nominates Mr. Carsten Fischer as a candidate for Outside Director, expecting him to provide valuablecomments for the Company’s Board of Directors from an objective perspective based on his professional knowledge
and experience regarding marketing nurtured in his career as management of global corporations and to perform
appropriate supervisory functions.
5.
The term of office of Mr. Akio Harada, currently an Outside Director of the Company, will be 10 years at theconclusion of this Ordinary General Meeting of Shareholders.

-6-Proposal 3: Election of Two (2) Corporate Auditors
The terms of office of the two Corporate Auditors, Mr. Yoshiaki Yamauchi and Mr. Yoshiro Aoki, willexpire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, we propose theelection of two (2) Corporate Auditors.
The Company has obtained consent from the Board of Corporate Auditors with regard to this proposal.
The candidates for Corporate Auditor are as follows:
No.

1Name
(Date of birth)

Yoshiaki Yamauchi(June 30, 1937)

Career, positions, responsibilities
and significant concurrent positions
December 1962
September 1986
October 1993
June 1999
June 2000
May 2001
June 2011
July 1969
April 2001

2

Yoshiro Aoki
(November 28, 1945)

April 2002
April 2004
June 2005
June 2011
June 2012

Joined Tokyo Office of Arthur Andersen LLP
Representative of Japan at Arthur Andersen LLP
Senior Director of Asahi & Co.
Vice President, Japan Andersen Research Institute, Inc.
Outside Audit & Supervisory Board Member of STANLEYELECTRIC CO., LTD. (to present)
Outside Corporate Auditor of SEIKO WATCH CORPORATION
Outside Corporate Auditor of the Company (to present)
Joined Dai-Ichi Bank
Representative Director and Senior Managing Director of theDai-Ichi Kangyo Bank, Limited
Senior Managing Director, Mizuho Bank, Ltd.
Representative Director and Vice President, Mizuho ResearchInstitute Ltd.
President and Representative Director, Seiwa Sogo TatemonoCo., Ltd.
Outside Corporate Auditor of the Company (to present)
Chairman and Representative Director, Seiwa Sogo Tatemono
Co., Ltd.

Number ofshares of theCompany held00(Notes)
1. There is no special relationship of interest between the Company and each candidate for Corporate Auditor.
2. Mr. Yoshiaki Yamauchi and Mr. Yoshiro Aoki are candidates for Outside Company Auditor as defined in Article 2,Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies Act.
3. The Company has reported Mr. Yoshiaki Yamauchi to the Tokyo Stock Exchange as an independent officer.
4. The Company nominates Mr. Yoshiaki Yamauchi as a candidate for Outside Corporate Auditor, expecting him toperform appropriate audit functions based on his long experience and knowledge as a certified public accountant.
The Company nominates Mr. Yoshiro Aoki as a candidate for Outside Corporate Auditor, expecting him to perform
appropriate audit functions based on his long experience and knowledge of corporate management.
5. Mr. Yoshiaki Yamauchi assumed the position of Outside Audit & Supervisory Board Member of STANLEYELECTRIC CO., LTD. (“STANLEY ELECTRIC”) in June 2000, and has been serving in the position to present.
STANLEY ELECTRIC underwent an onsite inspection by the Japan Fair Trade Commission (the “JFTC”) in March2012 concerning transactions of automotive lamps, and received a notification from the JFTC of a fact of violation of theAntimonopoly Act in March 2013. Although Mr. Yamauchi was not aware of the fact before its revelation, he had been
regularly providing necessary advice and opinions about the importance of compliance with laws and regulations and its
thorough dissemination at meetings of the Board of Directors and other meetings. After its revelation, he has been
expressing comments concerning review of the incident, thorough investigation of the reasons for the occurrence of theincident, and prevention of a recurrence of such an incident.
6. Mr. Yoshiaki Yamauchi and Mr. Yoshiro Aoki are currently Outside Corporate Auditors of the Company and their termof office will be 4 years at the conclusion of this Ordinary General Meeting of Shareholders.

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