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: 7235
June 9, 2016

To our shareholders:
Takashi Hayashi
President & CEO

TOKYO RADIATOR MFG. Co., Ltd.
2002-1 Endo, Fujisawa City, Kanagawa Prefecture, JapanNOTICE OF THE 112TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 112th Ordinary General Meeting of Shareholders of TOKYORADIATOR MFG. 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 postal mail.
Please indicate your approval or disapproval of the proposals on the enclosed voting form after reviewing
the attached Reference Documents for the General Meeting of Shareholders, and return it by postal mailto reach us no later than 5:00 p.m. on 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:

Company Headquarters, 1F Conference Room
2002-1 Endo, Fujisawa City, Kanagawa Prefecture, Japan

3.

Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 112th 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 112th Term (from April 1, 2015 to March 31,2016)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:

Election of five (5) Directors

Proposal 3:

Election of one (1) substitute Audit & Supervisory Board Member

4. Matters decided for the meeting
If approval or disapproval is not indicated on the voting form, it shall be deemed to indicate approval.

1If attending in person, please bring your voting form with you and present it at the reception.
Furthermore, in the event of amendments to the Reference Documents for the General Meeting ofShareholders, the Business Report, Non-Consolidated Financial Statements or Consolidated FinancialStatements, the amended versions shall be uploaded to the Company’s website (http://www.tokyoradiator.co.jp).
[Matters concerning Internet disclosure]Pursuant to the provisions of laws and regulations and to article 16 of the Articles of Incorporation of theCompany, the following matters are available on the Company’s website (http://www.tokyoradiator.co.jp/) and are not therefore attached to this Notice of General Meeting of Shareholders.
Consolidated Financial Statements and Non-Consolidated Financial Statements that have been audited by
the Audit & Supervisory Board Members and the Accounting Auditor comprise the following mattersavailable on the Company’s website, in addition to those provided in this Notice of General Meeting ofShareholders.
(1) Notes to Consolidated Financial Statements(2) Notes to Non-Consolidated Financial Statements

2Reference Documents for the General Meeting of Shareholders
Proposal 1:Appropriation of surplus

The Company proposes the appropriation of surplus as follows.
Matters related to year-end dividends
The decision on returning profits to shareholders is based on a comprehensive consideration ofresults for the fiscal year under review, the business environment going forward, and on businessexpansion plans, and also takes into account the balance with internal reserves.
It is proposed that the year-end dividend be as follows.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
4 yen per common share of the Company
Total amount of dividends: 57,552,208 yen
After adding the interim dividend of 4 yen, the annual dividend per share comes to 8 yen.
(3) Effective date of distribution of dividends of surplus
June 30, 2016

3Proposal 2:

Election of five (5) Directors

The term of office of all five (5) Directors will expire at the conclusion of this meeting.
Accordingly, we request that a total of five (5) Directors be elected.
The candidates for Directors are as follows:No.

Name (Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)

March 1979
April 2002

April 2005
April 2007
April 2008
1

Takashi Hayashi(April 22, 1956)

June 2008
June 2010
June 2011

Joined Nihon Radiator Co., Ltd. (currently
Calsonic Kansei Corporation)
General Manager of Business Management
Group, Global Corporate Division of CalsonicKansei Corporation
Operating Officer of Calsonic Kansei
CorporationSenior Vice President of Calsonic Kansei
Corporation
Executive Vice President of Calsonic Kansei
CorporationDirector, Executive Vice President of CalsonicKansei Corporation
Director, Vice President, Operating Officer of theCompany
Representative Director, President and Operating
Officer of the Company (present position)

Number oftheCompany’s
sharesowned

17,200(Significant concurrent positions outside the Company)
Chairman of WUXI TRS HEAT EXCHANGER CO., LTD.
Director of CHONGQING TOKYO RADIATOR CO., LTD.
Commissioner of PT.TOKYO RADIATOR SELAMATSEMPURNA
Director of TR Asia Co., LTD.
April 1975
May 2000

April 2006
2Hiroshi Uno(March 1, 1955)
February 2009

June 2012
June 2014

Joined Isuzu Motors Limited
General Manager of First Engine Design
Division, First Power Train Development Officeof Isuzu Motors Limited
Executive in charge of Engine Device Design
No.1 Division, Powertrain Electronic Control
Development Department of Isuzu Motors
Limited
Executive in charge of Engine Test No.1
Division and Engine Test No.2 Division of Isuzu
Motors Limited
Senior Operating Officer of the Company
Director, Senior Operating Officer of theCompany (present position)

45,000No.

Name (Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)

April 1979
April 2004
3Kunio Handa(December 27, 1956)April 2005
June 2007
June 2011
April 1977
April 2007
January 2010

4

Katsumi Koda
(July 16, 1953)

June 2010
June 2011

Joined the Company
General Manager of China Preparatory Office ofthe Company
General Manager of Overseas Planning Divisionof the Company
Operating Officer of the Company
Director, Operating Officer of the Company(present position)
Joined the Company
Director, Chief Executive Officer of
CHONGQING TOKYO RADIATOR CO., LTD.
General Manager of Purchasing Department ofthe Company
Operating Officer of the Company
Director, Operating Officer of the Company(present position)

Number oftheCompany’sshares
owned

13,7007,500(Significant concurrent positions outside the Company)
Vice Chairman of CHONGQING TOKYO RADIATOR CO.,LTD.
April 1970
January 1996
June 2001

5Yoichi Taguchi(August 13, 1947)

June 2003
June 2005
February 2009
April 2009
April 2012

Joined Mitsubishi Metal Mining Company Ltd.
(currently Mitsubishi Materials Corporation)
General Manager of Legal Affairs Office ofMitsubishi Materials Corporation
Executive Officer and General Manager ofCorporate Planning Office of Mitsubishi
Materials Corporation
Senior Executive Officer of Mitsubishi Materials
Corporation
Managing Director of Mitsubishi Materials
Corporation
Director, Executive Vice President of Mitsubishi
Materials Corporation
Director, President of SUMCO CORPORATION
Advisor of Mitsubishi Materials Corporation(present position)
Director of the Company (present position)

June 2015
Notes:
1. There are no special interests between each candidate and the Company.
2. Candidate Yoichi Taguchi is a candidate for Outside Director.
3. The reasons for his nomination as Outside Director candidate are as follows.
We anticipate that Yoichi Taguchi will leverage his long years of experience and his deep discernment ofmanagement for the benefit of the Company’s own management, while dispensing advice and opinions from an
independent perspective to the Company’s Board of Directors in order to ensure the reasonableness andlegitimacy of its decision-making.
4. Yoichi Taguchi currently serves as Outside Director of the Company, and as of the conclusion of this General
Meeting of Shareholders, he will have served as Outside Director for one year.
5. The Company has concluded an agreement with Yoichi Taguchi to limit liability as prescribed by Article 423,
Paragraph 1 of the Companies Act, with the liability in said agreement limited to 5 million yen or the amountprescribed by laws and regulations, whichever is higher. If Yoichi Taguchi is reelected as Outside Director, theCompany intends to continue said agreement with him.

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6. The Company has registered Yoichi Taguchi as an Independent Officer as stipulated by the Tokyo StockExchange.

6Proposal 3:

Election of one (1) substitute Audit & Supervisory Board Member

We have received notice from Shizume Ohno, who was elected as a substitute Audit & Supervisory
Board Member at the 110th Ordinary General Meeting of Shareholders, held on June 27, 2014,indicating his intention to resign as of the commencement of this General Meeting of Shareholders.
Therefore, based on the resolution made at the 110th Ordinary General Meeting of Shareholders, hiselection will be cancelled as of the commencement of this General Meeting of Shareholders, byresolution of the Board of Directors, with the consent of the Audit & Supervisory Board.
Accordingly, we request that one new substitute Audit & Supervisory Board Member be elected in
preparation for the eventuality that we have fewer than the number of Outside Audit & Supervisory
Board Members required by laws and regulations.
Also, the effect of said election will conclude as of the commencement of the Ordinary General
Meeting of Shareholders concerning the final fiscal year ending within 4 years of the election taking
place (the 116th Ordinary General Meeting of Shareholders, to be held in June 2020), under article
31 of the Articles of Incorporation. However, said election may be cancelled by resolution of theBoard of Directors, with the consent of the Audit & Supervisory Board, prior to said substitute Audit& Supervisory Board Member assuming a position as an Audit & Supervisory Board Member.
The Audit & Supervisory Board has given its consent to this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:

Name (Date of birth)

Career summary and position(Significant concurrent positions outside the Company)

April 1974
June 2007
Hideo Tabuchi(April 16, 1950)

June 2008
June 2014

Joined Nippon Oil Corporation (currently JXHoldings, Inc.)
Director, General Manager of CSR Promotion
Division of Nippon Oil Corporation (currentlyJX Holdings, Inc.)
Audit & Supervisory Board Member of Nippon
Oil Corporation (currently JX Holdings, Inc.)
Resigned as Audit & Supervisory Board Memberof JX Holdings, Inc.

Number oftheCompany’s
sharesowned

0Notes:1. There are no special interests between the candidate and the Company.
2. Hideo Tabuchi is a candidate for substitute Outside Audit & Supervisory Board Member.
3. Hideo Tabuchi was nominated as substitute Outside Audit & Supervisory Member candidate because he has
experience in the management of corporations and we anticipate that he will leverage his wide-ranging
discernment in management affairs and his considerable knowledge of finance and accounting for the benefit ofthe Company.
4. If Hideo Tabuchi assumes the position as Outside Audit & Supervisory Board Member, the Company intends toconclude an agreement with him to limit liability as prescribed by Article 423, Paragraph 1 of the Companies Act,with the liability in said agreement limited to 5 million yen or the amount prescribed by laws and regulations,whichever is higher.

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