These documents have been translated from apart of Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities code: 6800)
June 6, 2016
To Shareholders with Voting Rights:
Takayuki Tokuma
Representative Director, President
and Executive Officer
Yokowo Co., Ltd.
5-11, Takinogawa 7-chome,
Kita-ku, Tokyo, JapanNOTICE OF THE 78TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,
You are cordially invited to attend the 78th Ordinary General Meeting of Shareholders of Yokowo Co., Ltd.
(the "Company"). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing by submitting
the Voting Rights Exercise Form. Please read the Reference Documents for the General Meeting of
Shareholders (described hereinafter), indicate your votes for or against each of the proposals on theenclosed Voting Rights Exercise Form, and return the form by 5:40 p.m. on Tuesday, June 28, 2016
Japan time.
1. Date and Time:

Wednesday, June 29, 2016 at 10:00 a.m. JST

2. Venue:

1st floor main hall at Kita-ku Takinogawa Kaikan, located at 23-3, Nishigahara
1-chome, Kita-ku, Tokyo, Japan(Please be aware that the Meeting will be held at a different venue from theprevious year. For directions, please refer to the map on the back of thisbooklet.)3. Meeting Agenda:
Matters to be Reported: 1. The Business Report, Consolidated Financial Statements for the Company's
78th Fiscal Year (from April 1, 2015 to March 31, 2016) and results of audits
by the Accounting Auditor and Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 78th Fiscal Year(from April 1, 2015 to March 31, 2016)
Proposals to be Resolved:
Proposal No. 1: Distribution of Surplus
Proposal No. 2: Election of Five Directors

1

4. Notice of Information Disclosure through the Internet
The Company, pursuant to the provisions of applicable laws and regulations and Article 16 of the Articles
of Incorporation of the Company, discloses certain matters specified below that constitute part of theBusiness Report, Consolidated Financial Statements, and Non-consolidated Financial Statements through thewebsite of the Company (http://www.yokowo.co.jp). Accordingly, they are not included in the documents
attached to this notice.
(1) “System necessary to ensure that the execution of duties by the Directors complies with laws
and regulations and the Articles of Incorporation, and other systems necessary to ensure
properness of operations of the Company,” and “Basic policy concerning persons who
control the decisions on the Company’s financial and business policies” of the Business
Report(2) Notes to the Consolidated Financial Statements(3) Notes to the Non-consolidated Financial Statements
Therefore, the documents attached to this Notice constitute only part of the Consolidated andNon-consolidated Financial Statements audited by the Accounting Auditor in preparing its Audit Report andpart of the Business Report, Consolidated and Non-consolidated Financial Statements audited by Audit &Supervisory Board Members in preparing their Audit Report.
Notes:
1) For those attending, please present the enclosed Voting Rights Exercise Form to the reception upon arrivalat the meeting.
2) Any updates to the Reference Documents for the General Meeting of Shareholders, Business Report, orConsolidated and Non-consolidated Financial Statements will be posted on the Company's website(http://www.yokowo.co.jp).

2Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Distribution of Surplus
Matters concerning year-end dividends
Based on the recognition that providing superior returns to shareholders is one of the highest management
priorities, the Company's basic policy is to continue to pay stable dividends to shareholders, determining thespecific amount of dividend for each fiscal year by taking into consideration the maintenance of internal
reserves to be used for capital investment in production facilities in growing businesses, investment fortechnological development in new businesses, and investment for market development.
With respect to the operating results for the current fiscal year, the Company marked the highest
consolidated sales in succession from the previous fiscal year, and operating income also increased from theprevious fiscal year, whereas the operating results significantly deviated from “securing a minimum
operating profit margin of 8%,” one of the Medium-term Management Targets. In addition, both ordinary
income and profit attributable to owners of parent fell behind the adjusted forecasts (announced in February2016) due to the posting of an exchange loss caused by the appreciation of the yen and an increase in tax
expenses, among other factors.
Based on the aforementioned basic policy, the Company hereby proposes its year-end dividend for the
fiscal year ended March 31, 2016 as follows, considering the operating results for the current fiscal year andcomprehensively taking into account the internal reserves necessary for the next fiscal year and beyond, as
well as financial stability and the expected business expansion.
(1) Type of dividend property: Cash
(2) Matters concerning allotment of dividend property to shareholders and total amount
8 yen per share of common stock, for a total of 160,037,072 yen
Because an interim dividend of 6 yen per share was paid out, the annual dividend for the fiscal year
ended March 31, 2016 will be 14 yen per share (consolidated dividend payout ratio of 67.9%).
(3) Effective date of distribution of surplus
June 30, 2016 (Thursday)3

Proposal No. 2:

Election of Five Directors

The terms of office of all four Directors will expire at the conclusion of this year's Ordinary General
Meeting of Shareholders. Accordingly, shareholders are requested to elect five Directors, including theOutside Director to be newly appointed for the further enhancement of corporate governance.
The candidates for Directors are as follows.
It should be noted that no material conflict of interest exists between any of the five candidates for
Directors and the Company.
No.

1

Name
(Date of birth)

Past experience, positions, responsibilities, and significant
concurrent positions

Number of theCompany’s
shares held

April 1985
Joined the Company
September 1986 General Manager, Development H.Q.
June 1987
Director and General Manager, Development
H.Q.
June 1991
Managing Director and General Manager,
Wasuke Yanagisawa
122,200(August 29, 1942)
Development H.Q.
sharesJune 1995
Senior Managing Director
Reappointed
June 2001
Representative Director and Vice President
June 2006
Representative Director, Vice President andExecutive Officer
June 2007
Vice Chairman and Director
June 2015
Chairman and Director (to present)<Reasons for nomination as candidate for Director>
Mr. Wasuke Yanagisawa, with his broad insight into communication technologies in general, especially in the areaof antenna technologies and microwave technologies, has supervised the research and development department as the
Director in charge for a long time, and has led the electronicization of antenna, the development of a number ofantennas for new areas including GPS antennas, and the development of new products which conform to the trend of
higher-frequency applications in the area of semiconductor testing.
The Board of Directors of the Company would like Mr. Yanagisawa to continuously take responsibility for steering
the research and development of the Company, under the environment where technologies relevant to large capacity /high-speed communication are becoming increasingly important, and thus proposes that he be elected as Director.

4

No.

Name
(Date of birth)

Past experience, positions, responsibilities, and significant
concurrent positions
August 1988
April 1993

2

Number of theCompany’s
shares held

Joined the Company
General Manager, Europe and United States
Sales Department
June 1995
Director
September 1995 Director, General Manager, Car AntennaBusiness Division
April 1997
Director, in charge of Business Planning
Department
Takayuki Tokuma
April 1999
Director, in charge of PCC business
265,746(June 13, 1954)
October 2001
Director, in charge of Business PlanningsharesDepartment
Reappointed
June 2003
Executive Officer
June 2004
Managing Director
December 2004 Managing Director and Antenna System
Company President
June 2006
Director, Managing Executive Officer, andAntenna System Company President
April 2007
Representative Director, President andExecutive Officer (to present)<Reasons for nomination as candidate for Director>
Mr. Takayuki Tokuma has led the business expansion/evolution of the Company’s primary businesses, including
the development/sales promotion of micro antennas as General Manager/Company President of the vehiclecommunication equipment business, as well as advancing into the BGA socket area of the circuit testing connectorbusiness, overseas sales promotion of the PCC business (current fine connector business) and start-up of the medical
device business as the officer in charge of the supervision of overseas business/Business Planning Department/CTC
business/PCC business, and thus has a thorough understanding of all businesses. Currently, he supervises the wholegroup as President and Executive Officer, bearing the slogans of “multilayered business” and “permanent evolution.”
The Board of Directors of the Company would like Mr. Tokuma to continuously take responsibility for thebusiness execution of the Company in the next period, which is expected to be a phase of further business expansion,and thus proposes that he be elected as Director.

5

No.

Name
(Date of birth)

Past experience, positions, responsibilities, and significant
concurrent positions
April 2005

3

Number of theCompany’s
shares held

Joined the Company
General Manager, Connector Company
Business Planning Department
June 2006
Executive Officer and General Manager,
Connector Company Business Planning
Department
Kouichi Fukagawa
April
2007
Executive Officer and General Manager,
43,095(March 28, 1953)
Management Planning H.Q.
sharesApril 2013
Chairman, Information Security Committee (toReappointed
present)
June 2013
Managing Executive Officer and General
Manager, Management Planning H.Q.
June 2015
Director, Managing Executive Officer andGeneral Manager, Management Planning H.Q.
(to present)<Reasons for nomination as candidate for Director>
Mr. Kouichi Fukagawa, as the executive officer in charge of the circuit testing connector business, has led thebusiness acquisition, introduction of new technologies, acquisition of new customers of said business, and has
promoted the business model restructuring of the vehicle communication equipment business, as well as thefull-scale start-up of new businesses including the ceramic business. He, as Chairman of the Information Security
Committee, also contributes to the establishment/enhancement of the information security structure of the Group as awhole, and contributes to the improvement of awareness thereof by promoting the acquisition of ISO 27001
certification, the international standard for information security, for the Company and its major subsidiaries.
The Board of Directors of the Company would like Mr. Fukagawa to continuously take responsibility forpromoting group-wide undertakings and innovation of the business structure, and thus proposes that he be elected as
Director.

6

Name(Date of birth)

No.

Shuji Ohashi(November 23, 1938)
Reappointed
Candidate for Outside
Director

1.

2.

3.

4

4.

5.

Past experience, positions, responsibilities, and significant
concurrent positions
Joined Japan Management Association
Registered as Certified Public Accountant
Representative of Shuji Ohashi Certified
Public Accountant Office (to present)
June 1991
Managing Director, JMA Consultants, Inc.
September 1993 President & CEO, JMAC AMERICA, INC.
June 2001
Advisor, JMA Consultants, Inc. (to present)
June 2013
Outside Director, Seven Bank, Ltd. (topresent)
June 2014
Outside Director of the Company (to present)

Number of theCompany’s
shares held

April 1961
May 1975

0sharesReasons for nomination as candidate for Outside Director
Mr. Shuji Ohashi has a broad range of knowledge including accounting expertise from his activities in business
management consulting over the years, and also from personally managing a consulting firm in the U.S. The
Company would like him to continue drawing on his broad knowledge and wealth of experience in corporate
management to monitor and supervise the Company’s management, and thus proposes that he be elected as
Outside Director.
Term of office as Outside Director
Mr. Shuji Ohashi will have been in office as Outside Director for a period of 2 years at the conclusion of thisOrdinary General Meeting of Shareholders.
Independence of candidate for Outside Director(1) There are no business relationships between the Shuji Ohashi Certified Public Accountant Office which Mr.
Ohashi represents and the Company.
(2) While the Group has transactions, including the payment of fees for correspondence courses for our
employees and general purpose seminars, with JMA Consultants, Inc., for which Mr. Ohashi serves as
Advisor, Japan Management Association, parent company thereof, and its group companies, suchtransactions are general in nature and the total amount of such transactions within the most recent five
years before the end of the current fiscal year is 2,809,000 yen.
(3) There are no matters to be disclosed other than the above with respect to his independence.
(4) Based on the above, the Company has determined Mr. Ohashi to be highly independent from the Company
and persons who execute the business of the Company. In the event that the election of Mr. Ohashi isapproved as proposed, the Company will continue to designate him as an independent officer as prescribedin the Securities Listing Regulations of the Tokyo Stock Exchange.
Activities as Outside Director during the current period(1) He attended seventeen out of the seventeen Board of Directors Meetings of the Company (Attendance rate:100%) and gave advice and recommendations based on his broad knowledge and abundant experience incorporate management, in addition to monitoring and supervising the Company’s management.
(2) He attended all eighteen Audit & Supervisory Board Meetings of the Company, had prior guidance andexchanged opinions on the agenda of the Board of Directors Meetings with Outside Auditors, and shared
the matters that were reported or deliberated by the Audit & Supervisory Board to the extent whennecessary.
Overview of limited liability agreement entered into with the Company
The Company, pursuant to Article 30 of the Company’s Articles of Incorporation, has entered into a limited
liability agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Mr. Shuji Ohashi. The
limit of liability for damages based on this agreement is 4 million yen or the amount prescribed by laws andregulations, whichever is higher.

7

No.

Name
(Date of birth)

Past experience, positions, responsibilities, and significant
concurrent positions
October 1983
January 1999

5

Number of theCompany’s
shares held

Joined Texas Instruments Japan Limited
General Manager, Japan Communications
Department,
Member of Strategic Leadership Team, Texas
Instruments Japan Limited
November 2003 Senior Manager, Ethics & Diversity Office,Chief Ethics Officer, Texas Instruments Japan
Kuniko Muramatsu
Limited(September 1, 1958)
September 2009 Resigned from Texas Instruments Japan Limited
0
October 2009
Senior Research Fellow, Business Ethics
Newly appointed
sharesResearch Center (to present)
Candidate for Outside
January 2010
Representative Director, Wellness Systems
Director
Institute (to present)
January 2014
Director, Japan Professional Football League (J.
League) (to present)
March 2014
Director, NPO GEWEL
June 2014
Director, Association of Certified Business
Ethics Expert JAPAN (to present)
March 2016
Director and Chair of the Board, NPO GEWEL(to present)
1.
Reasons for nomination as candidate for Outside Director
Ms. Kuniko Muramatsu held various posts including General Manager of the Public Relations Department,
Member of the Business Strategy Team, General Manager of the Corporate Ethics Office and the officer incharge of diversity promotion at a foreign-affiliated semiconductor maker, and now runs a company which she
established after resigning from said company, utilizing her experience, and is engaged in supporting theimprovement of corporate ethics and the promotion of diversity, whereas she also serves as Director at a
nonprofit incorporated association and nonprofit organizations. The Company would like her to monitor andsupervise the management of the Company and provide advice and recommendations to the Company byleveraging her extensive knowledge regarding corporate ethics and diversity promotion, and practical experienceat business organization, and thus proposes that she be elected as Outside Director.
2.
Independence of candidate for Outside Director(1) There are no business relationships between the Company and Wellness Systems Institute, for which Ms.
Muramatsu serves as Representative Director.
(2) While the Company had transactions with Texas Instruments Japan Limited (“TI Japan”) regarding the salefrom the Company of inspection tools for semiconductor testing until December 2013, the amount involved
accounted for less than 1% of the Group’s annual consolidated sales and less than 1% of TI Japan’s annual
operating costs. Furthermore, the Company has had no transactions with TI Japan since January 2014.
(3) The Company has continuous business relationships with Texas Instruments Incorporated (“TI US”), theparent company of TI Japan, regarding the sale from the Company of inspection tools for semiconductor
testing, whereas the amount involved accounts for less than 3% of the Group’s annual consolidated sales andless than 1% of the annual operating costs of TI US.
(4) There are no matters to be disclosed other than the above with respect to her independence.
(5) Based on the fact that seven years have passed since her resignation from TI Japan, that the transaction
between the Company and TI Japan was terminated as of the end of 2013 and that the transactions between
the Company and TI US are not significant in monetary terms for both parties, the Company has
determined Ms. Muramatsu to be highly independent from the Company and persons who execute thebusiness of the Company. In the event that the election of Ms. Muramatsu is approved as proposed, theCompany will designate her as an independent officer as prescribed in the Securities Listing Regulations of
the Tokyo Stock Exchange.
3.
Limited liability agreement
In the event that the election of Ms. Kuniko Muramatsu is approved as proposed, the Company, pursuant to
Article 30 of the Company’s Articles of Incorporation, will enter into a limited liability agreement, asprescribed in Article 423, Paragraph 1 of the Companies Act, with Ms. Muramatsu. The limit of liability fordamages based on this agreement will be 4 million yen or the amount prescribed by laws and regulations,whichever is higher.

8