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 3, 2019
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 81ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,
You are cordially invited to attend the 81st 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 by either of the following
methods. Please read the Reference Documents for the General Meeting of Shareholders (describedhereinafter) and exercise your voting rights by 5:40 p.m. on Monday, June 24, 2019 Japan time.
[If you wish to exercise your voting rights by postal mail (in writing)]
Please indicate your vote for or against each Proposal on the enclosed Voting Rights Exercise Form andsend it back so that it is received by the aforementioned exercise deadline.
[If you wish to exercise your voting rights via the Internet]
Please access the voting website (https:// evote.tr.mufg.jp), use the “log-in ID” and “temporary password”
or “log-in QR code” presented on the enclosed Voting Rights Exercise Form and enter your vote for or against
each Proposal by following the instructions displayed on the screen.
1. Date and Time:

Tuesday, June 25, 2019 at 10:00 a.m. JST

2. Venue:

2nd floor Banquet Hall Akebono of Hotel Metropolitan Tokyo Ikebukuro,
located at 6-1, Nishi-ikebukuro 1-chome, Toshima-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be Reported: 1. The Business Report, Consolidated Financial Statements for the Company's
81st Fiscal Year (from April 1, 2018 to March 31, 2019) 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 81st Fiscal Year(from April 1, 2018 to March 31,2019)1

Proposals to be Resolved:
Proposal No. 1: Distribution of Surplus
Proposal No. 2: Election of Five Directors
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 the Business
Report, Consolidated Financial Statements, and Non-consolidated Financial Statements through the websiteof the Company (https://www.yokowo.co.jp). Accordingly, they are not included in the documents attached tothis 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) Consolidated Statement of Changes in Shareholders’ Equity and Notes to the Consolidated
Financial Statements(3) Statement of Changes in Shareholders’ Equity and Notes to the Non-consolidated Financial
Statements
Therefore, the documents attached to this Notice constitute only part of the Consolidated and Nonconsolidated Financial Statements audited by the Accounting Auditor in preparing its Audit Report and part ofthe 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(https://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 for the fifth consecutive fiscal year. In addition, consolidated operating income,consolidated ordinary income and profit attributable to owners of parent mostly marked favorable results over
the actual performance for the previous fiscal year and the forecasts announced in August 2018, in spite of
mixed performances by segment, and a temporary increase/decrease in the posting of foreign exchange gains
and the posting of extraordinary losses, among other factors.
For the next fiscal year, consolidated sales and respective income are expected to reach a record high inview of an expected increase in orders received in all the segments. Meanwhile, the Company faces a numberof large investment projects to achieve further business evolution and growth, such as the production capacity
expansion of semiconductor test tools, which has a potential for an increase in demand over the medium tolong term along with the spread of 5G, IoT, AI, and the like, and investments for improving efficiency andstreamlining processes such as automated assembly production lines.
In view of the aforementioned circumstances, the Company hereby proposes its year-end dividend for the
fiscal year ended March 31, 2019 as follows, comprehensively taking into account the operating results for thecurrent fiscal year, 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
14 yen per share of common stock, for a total of 283,311,812 yen
Because an interim dividend of 12 yen per share was paid out, the annual dividend for the fiscal year
ended March 31, 2019 will be 26 yen per share (consolidated dividend payout ratio of 23.8%).
(3) Effective date of distribution of surplus
June 26, 2019 (Wednesday)3

Proposal No. 2:

Election of Five Directors

The terms of office of all five Directors will expire at the conclusion of this year's Ordinary General Meetingof Shareholders. Accordingly, shareholders are requested to elect five Directors.
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.

Name
(Date of birth)

Past experience, positions, responsibilities, and significant concurrent positions

August 1988
April 1993
June 1995
Takayuki Tokuma September 1995
(June 13, 1954)
April 1997
Reappointed
April 1999
October 2001
June 2003
Number of theCompany’s shares held: June 2004
268,098 shares
December 2004
June 2006
1

Joined the Company
General Manager, Europe and United States Sales Department
Director
Director, General Manager, Car Antenna Business Division
Director, in charge of Business Planning Department
Director, in charge of PCC businessDirector, in charge of Business Planning Department
Executive Officer
Managing Director
Managing Director and Antenna System Company President
Director, Managing Executive Officer, and Antenna System Company
President
April 2007
Representative Director, President and Executive Officer (to present)
Years of service as Director: 23 years (at the conclusion of this year's Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 18/18 times (100%)<Reasons for nomination as candidate for Director>
Mr. Takayuki Tokuma has led the business expansion/evolution of the Company’s primary businesses, including thedevelopment/sales promotion of micro antennas as General Manager/Company President of the vehicle communicationequipment business, as well as advancing into the BGA socket area of the circuit testing connector business, 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 whole group 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 the businessexecution 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.

4

No.

Name
(Date of birth)

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

2

Joined the Company
General Manager, Connector Company Business Planning Department
June 2006
Executive Officer and General Manager, Connector Company Business
Kouichi Fukagawa
Planning Department(March 28, 1953)
April 2007
Executive Officer and Chief Officer of Management Planning H.Q.
April 2013
Chairman, Information Security Committee
Reappointed
June 2013
Managing Executive Officer and Chief Officer of Management Planning
H.Q.
Number of theJune 2015
Director, Managing Executive Officer and Chief Officer of Management
Company’s shares held:
Planning H.Q.
48,926 shares
June 2016
Director, Senior Managing Executive Officer and Chief Officer ofManagement Planning H.Q.
April 2017
Director, Senior Managing Executive Officer and General Manager,
LTCC Business Division (to present)
Years of service as Director: 4 years (at the conclusion of this year's Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 16/18 times (89%)<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, as
Chairman of the Information Security Committee, has also contributed to the establishment/enhancement of theinformation security structure of the Group as a whole, and contributed to the improvement of awareness thereof bypromoting the acquisition of ISO 27001 certification, the international standard for information security, for theCompany and its major subsidiaries. He has been leading the promotion of the Group’s CSR (Corporate Social
Responsibility) activities, as well as the business model restructuring of the vehicle communication equipment businessand the full-scale start-up of new businesses.
The Board of Directors of the Company would like Mr. Fukagawa to continuously take responsibility for promoting
group-wide undertakings and innovation of the business structure, and thus proposes that he be elected as Director.

5

No.

Name
(Date of birth)

Past experience, positions, responsibilities, and significant concurrent positions
April 1985
April 1998
October 2002
December 2004

3

Joined the Company
Chubu Branch Manager, VCCS Business Division
General Manager, VCCS Business Division
Kenji Yokoo(August 22, 1960)
Managing Director, YOKOWO MANUFACTURING OF AMERICA
LLC
Reappointed
June 2007
Executive Officer and Chief Officer of Administration Management
H.Q.
November 2016 Vice Chairman of The Tomioka Chamber of Commerce and Industry,
Number of the
Gunma Prefecture (to present)
Company’s shares held:
April 2017Managing Executive Officer and Chief Officer of Administration
86,408 shares
Management H.Q.
June 2017
Director, Managing Executive Officer and Chief Officer of
Administration Management H.Q. (to present)
Years of service as Director: 2 years (at the conclusion of this year's Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 18/18 times (100%).
<Reasons for nomination as candidate for Director>
Mr. Kenji Yokoo gained experience in administrative operations in general at the Company and its domestic andforeign subsidiaries, and then served as the Chubu Branch Manager, General Manager and Managing Director of a US
subsidiary in the vehicle communication equipment business—the Company’s mainstay business—and made asignificant contribution towards the Company’s business expansion by taking the initiative in opening new accounts
with customers who are now major clients. Since his appointment to Executive Officer and Chief Officer of the
Administration Management H.Q., he has been playing a leading role in enhancing the Company’s global framework
by promoting measures for company-wide profit structure reform as well as personnel innovation measures, based on
his experience at domestic and foreign subsidiaries and his experience in supervising businesses.
The Board of Directors of the Company would like Mr. Yokoo to continuously take responsibility for further
enhancing and innovating the management structure of the Group, which continues to grow in terms of business scale
and field, and thus proposes that he be elected as Director.

6

No.

Name
(Date of birth)

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

4

Joined Texas Instruments Japan Limited
General Manager, Japan Communications Department, Member ofLeadership Team, Texas Instruments Japan Limited
Kuniko Muramatsu November 2003 Strategic
SeniorManager,
Ethics & Diversity Office, Chief Ethics Officer, Texas(September 1, 1958)
Instruments Japan Limited
September 2009 Resigned from Texas Instruments Japan Limited
Reappointed
October 2009
Chief Researcher, Business Ethics Research Center
Candidate for Outside
January
2010
Representative
Director, Wellness Systems Institute (to present)
Director
January 2014
Director, Japan Professional Football League (J. League)
April 2016
Director and Chair of the Board, NPO GEWEL
June
2016
OutsideDirector, C’BON COSMETICS Co., Ltd. (the term of office will
Number of the
expire in June 2019)
Company’s shares held:
Outside Director of the Company (to present)
0 shareApril 2018
Senior Counselor, Japan Professional Football League (J. League) (topresent)
Senior Researcher, Business Ethics Research Center (to present)
Years of service as Director: 3 years (at the conclusion of this year's Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 18/18 times (100%)
1. Reasons for nomination as candidate for Outside Director
Ms. Kuniko Muramatsu held various posts including General Manager of the Public Relations Department, Memberof the Business Strategy Team, General Manager of the Corporate Ethics Office and the officer in charge 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 the improvement of corporate
ethics and the promotion of diversity, whereas she also continues practical research on corporate ethics. The
Company would like her to monitor and supervise the management of the Company and provide advice andrecommendations to the Company by leveraging her extensive knowledge regarding corporate ethics and diversity
promotion, and practical experience at business organization, and thus proposes that she be elected as Outside
Director.
2. Term of office as Outside Director
Ms. Kuniko Muramatsu will have been in office as Outside Director for a period of three years at the conclusion ofthis Ordinary General Meeting of Shareholders,
3. 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”), the parent
company of TI Japan, regarding the sale from the Company of inspection tools for semiconductor testing,whereas the amount involved accounts for less than 2% of the Group’s annual consolidated sales and less 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 above, the Company has determined Ms. Muramatsu to be highly independent from the Company
and persons who execute the business of the Company. In the event that the election of Ms. Muramatsu isapproved as proposed, the Company will continue to designate her as an independent officer as prescribed in the
Securities Listing Regulations of the Tokyo Stock Exchange.
4. Activities as Outside Director during the current period(1) She attended all eighteen Board of Directors Meetings (Attendance rate: 100%) and gave advice andrecommendations based on her extensive knowledge regarding corporate ethics and diversity promotion andpractical experience at business organization, etc., in addition to monitoring and supervising the Company’s
management.
(2) She attended fourteen out of the seventeen Audit & Supervisory Board Meetings, had prior guidance andexchanged opinions on the agenda of the Board of Directors Meetings with Outside Audit & Supervisory Board
Members, and shared the matters that were reported or deliberated by the Audit & Supervisory Board to theextent necessary.
5. 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 Ms. Kuniko Muramatsu. The limitof liability for damages based on this agreement is 4 million yen or the amount prescribed by laws and regulations,whichever is higher.

7

No.

Name
(Date of birth)

Past experience, positions, responsibilities, and significant concurrent positions
September 1970 Joined Japan Management Association

Hajime Shioiri(October 24, 1944)

April 1980

Joined JMA Consultants, Inc.; Senior Consultant

July 1992

Resigned from JMA Consultants, Inc.

Newly appointed
Candidate for Outside
Director
March 2001

Established Sendaikeiei Co., Ltd.; President and Representative
Director
Audit & Supervisory Board Member, SIC Co., Ltd.

September 2004 Resigned as Audit & Supervisory Board Member, SIC Co., Ltd.
Number of theCompany’s shares held:
July 2016
Chairman and Representative Director, Sendaikeiei Co., Ltd. (to0 sharepresent)

5

Years of service as Director: - (at the conclusion of this year's Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 1. Reasons for nomination as candidate for Outside Director
Mr. Hajime Shioiri has been engaged in business management consulting activities for a wide range of industries
over the years, as well as in corporate management as a representative director of a consulting firm he established.
The Company would like him to draw 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.
2. Independence of candidate for Outside Director(1) There are no business relationships between Sendaikeiei Co., Ltd. which Mr. Shioiri represents and theCompany. There are no other matters to be disclosed with respect to his independence.
(2) Based on the above, the Company has determined Mr. Shioiri to be highly independent from the Company andpersons who execute the business of the Company. In the event that the election of Mr. Shioiri is approved as
proposed, the Company will designate him as an independent officer as prescribed in the Securities Listing
Regulations of the Tokyo Stock Exchange.
3. Overview of limited liability agreement to be entered into with the Company
In the event that the election of Mr. Shioiri is approved as proposed, the Company, pursuant to Article 30 of theCompany’s Articles of Incorporation, will enter into a limited liability agreement, as prescribed in Article 423,
Paragraph 1 of the Companies Act, with Mr. Hajime Shioiri. The limit of liability for damages based on thisagreement is 4 million yen or the amount prescribed by laws and regulations, whichever is higher.

End of Document8