Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 7235
June 9, 2017
To our shareholders:
Takashi Hayashi
President & CEO
TOKYO RADIATOR MFG. Co., Ltd.
2002-1 Endo, Fujisawa City, Kanagawa Prefecture, JapanNOTICE OF THE 113RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 113rd Ordinary General Meeting of Shareholders of TOKYO RADIATOR
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. Pleaseindicate 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 mail to reach us no later
than 5:00 p.m. on Wednesday, June 28, 2017 (JST).
1. Date and Time: Thursday, June 29, 2017 at 10:00 a.m. (JST)
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 113rd Term (from April 1, 2016 to March31, 2017), 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 113rd Term (from April 1, 2016 to March 31, 2017)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of five (5) Directors
Proposal 3:
Election of two (2) Audit & Supervisory Board Members
4. Matters Decided for the Meeting
If approval or disapproval is not indicated on the voting form, it shall be deemed to indicate approval.

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 of Shareholders, the Business Report,
Non-Consolidated Financial Statements or Consolidated Financial Statements, the amended versions shall be uploaded to theCompany’s website (http://www.tokyo-radiator.co.jp).
[Matters concerning Internet disclosure]Pursuant to the provisions of laws and regulations and Article 16 of the Articles of Incorporation of the Company, the following
matters are available on the Company’s website (http://www.tokyo-radiator.co.jp/) and are not therefore attached to this Notice ofGeneral 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 matters available on the Company’s website, in addition to those
provided in this Notice of General Meeting of Shareholders.
(1) Notes to Consolidated Financial Statements(2) Notes to Non-Consolidated Financial Statements- 1 -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 of results for the fiscal
year under review, the business environment going forward, and business expansion 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¥5 per common share of the Company
Total amount of dividends: ¥71,940,090
After adding the interim dividend of ¥5, the annual dividend per share comes to ¥10.
(3) Effective date of distribution of dividends of surplus
June 30, 2017

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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)
Mar. 1979

1

Takashi Hayashi(April 22, 1956)

2

Hiroshi Uno(March 1, 1955)

3

Kunio Handa(December 27, 1956)

Joined Nihon Radiator Co., Ltd. (currentlyCalsonic Kansei Corporation)
Apr. 2002
General Manager of Business Management
Group, Global Corporate Division of CalsonicKansei Corporation
Apr. 2005
Operating Officer of Calsonic Kansei
Corporation
Apr. 2007
Senior Vice President of Calsonic Kansei
Corporation
Apr. 2008Executive Vice President of Calsonic Kansei
Corporation
June 2008
Director, Executive Vice President of CalsonicKansei Corporation
June 2010
Director, Vice President, Operating Officer ofthe Company
June 2011
Representative Director, President and CEO ofthe Company (present position)(Significant concurrent positions outside the Company)
Chairman of WUXI TRS HEAT EXCHANGER CO., LTD.
Vice Chairman of CHONGQING TOKYO RADIATOR CO.,LTD.
Commissioner of PT.TOKYO RADIATOR SELAMATSEMPURNA
Director of TR Asia Co., LTD.
Apr. 1975
Joined Isuzu Motors Limited
May 2000
General Manager of First Engine DesignDivision, First Power Train Development
Office of Isuzu Motors Limited
Apr. 2006
Executive in charge of Engine Device Design
No.1 Division, Powertrain Electronic Control
Development Department of Isuzu Motors
LimitedFeb. 2009
Executive in charge of Engine Test No.1
Division and Engine Test No.2 Division ofIsuzu Motors Limited
June 2012
Senior Operating Officer of the Company
June 2014
Director, Senior Operating Officer of theCompany (present position)
Apr. 1979
Joined the Company
Apr. 2004
General Manager of China Preparatory Officeof the Company
Apr. 2005
General Manager of Overseas Planning
Division of the Company
June 2007
Operating Officer of the Company
June 2011
Director, Operating Officer of the Company(present position)

Number of theCompany’s shares
owned- 3 -19,3006,000

16,300No.

Name(Date of birth)

4*Atsushi Igarashi(October 27, 1958)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1981
Apr. 2010
June 2014
Apr. 1970
Jan. 1996
June 2001

June 2003
Yoichi Taguchi(August 13, 1947)

5

June 2005
Feb. 2009
Apr. 2009
Apr. 2012
June 2015

Notes:

Joined the Company
General Manager of the Development Divisionof the Company
Operating Officer of the Company (presentposition)
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
CorporationDirector, Executive Vice President ofMitsubishi Materials Corporation
Director, President of SUMCOCORPORATION
Advisor of Mitsubishi Materials Corporation(present position)
Director of the Company (present position)

1.
2.
3.
4.

Number of theCompany’s shares
owned

3,500

0

New candidates for Director are indicated by an asterisk (*).
There are no special interests between each candidate and the Company.
Yoichi Taguchi is a candidate for Outside Director.
Takashi Hayashi has served as the Representative Director and President of the Company since 2011. The Company
nominates him as a candidate for Director because he has abundant experience and insight gained as a corporate
manager and the Company judges that he is qualified to lead the Company group (the “Group”) and participate in its
management.
5. The Company nominates Hiroshi Uno as a candidate for Director because he has abundant experience and insight
related to the field of research & development in the truck industry, which is the Group’s principal market, and theCompany judges that he is qualified to promote the Group’s research & development and quality improvement.
6. The Company nominates Kunio Handa as a candidate for Director because he has abundant management experience at
the Company and at overseas subsidiaries, and the Company judges that he is qualified to take part in its globalmanagement.
7. Atsushi Igarashi has been engaged in the development division for many years since entering the Company, and since
assuming the position of Operating Officer he has served in the development division and project management office.
The Company nominates him as a candidate for Director because it judges that he is qualified as he is leveraging hisabundant experience in initiatives related to various management issues.
8. The reasons for Yoichi Taguchi’s nomination as Outside Director candidate are as follows.
We anticipate that Yoichi Taguchi will leverage his long years of experience and his deep discernment of management
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 and legitimacy of its decision
making.
9. Yoichi Taguchi currently serves as Outside Director of the Company, and as of the conclusion of this General Meetingof Shareholders, he will have served as Outside Director for two years.
10. 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 or the amount prescribed by laws andregulations, whichever is higher. If the reelection of Yoichi Taguchi is approved, the Company intends to continue saidagreement with him.
11. The Company has registered Yoichi Taguchi as an Independent Officer as stipulated by the Tokyo Stock Exchange.

- 4 -Proposal 3:

Election of two (2) Audit & Supervisory Board Members

At the conclusion of this meeting, the term of office of Audit & Supervisory Board Member Fumio Nojiri willexpire, and Audit & Supervisory Board Member Toshio Kanai will resign. Accordingly, we request that a total oftwo (2) Audit & Supervisory Board Members be elected.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
Name(Date of birth)*Akira Tanaka(October 29, 1954)*
Yosuke Kasue(July 5, 1955)

Career summary and position(Significant concurrent positions outside the Company)
Apr. 1973
Apr. 2005
Nov. 2014
Apr. 1978
July 1998
Apr. 2000
Apr. 2005
Nov. 2006
Apr. 2016
June 2016

Notes:

Joined the Company
General Manager of the Accounting Division of theCompany
Accounting and Finance Controller of the Company (presentposition)
Joined NISSAN MOTOR CO., LTD.
Statutory Auditor of Nissan Finance Co., Ltd.
Director of Nissan Finance Co., Ltd.
Statutory Auditor of Nissan Kohki Co., Ltd.
Executive Officer of Nissan Business Service Co., Ltd.
Statutory Auditor of Nissan Business Service Co., Ltd.
(present position)
Auditor of JATCO Ltd (present position)

1.
2.
3.
4.
5.

Number of theCompany’s shares
owned

6,100

0

New candidates are indicated by an asterisk (*).
There are no special interests between the candidate and the Company.
Akira Tanaka and Yosuke Kasue are new candidates for Audit & Supervisory Board Member.
Yosuke Kasue is a candidate for Outside Audit & Supervisory Board Member.
The reasons for Akira Tanaka’s nomination as a candidate for Audit & Supervisory Board Member are that his career
includes being engaged in accounting for many years since entering the Company, in addition to the establishment of an
overseas business corporation and engagement in the planning division, and that he can be expected to carry out
appropriate audit functions, making the most of his broad insight and considerable knowledge regarding finances andaccounting.
6. The reasons for Yosuke Kasue’s nomination as a candidate for Outside Audit & Supervisory Board Member are that hehas many years of experience in the automotive industry as well as management experience at business corporations,and that he can be expected to carry out appropriate audit functions, based on this abundant experience and broadinsight.
7. If Akira Tanaka and Yosuke Kasue assume the position of Audit & Supervisory Board Member, the Company intends toconclude an agreement with them to limit liability as prescribed by Article 423, paragraph 1 of the Companies Act, withthe liability in said agreement limited to ¥5 million or the amount prescribed by laws and regulations, whichever ishigher.
8. Yosuke Kasue fulfills the requirements for an Independent Officer as stipulated by the Tokyo Stock Exchange and, if hiselection is approved, the Company will designate him as an Independent Officer.

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