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 8, 2018
To our shareholders:
Takashi Hayashi
President & CEO
TOKYO RADIATOR MFG. Co., Ltd.
2002-1 Endo, Fujisawa City, Kanagawa Prefecture, JapanNOTICE OF THE 114TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 114th 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 27, 2018 (JST).
1. Date and Time: Thursday, June 28, 2018 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 114th Term (from April 1, 2017 to March31, 2018), 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 114th Term (from April 1, 2017 to March 31, 2018)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of five (5) Directors
Proposal 3:
Election of one (1) 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.

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¥5.50 per common share of the Company
Total amount of dividends: ¥79,133,868
After adding the interim dividend of ¥5.50, the annual dividend per share comes to ¥11.
(3) Effective date of distribution of dividends of surplus
June 29, 2018-2-

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
CorporationApr. 2008
Executive Vice President of Calsonic Kansei
CorporationJune 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)
Vice Chairman of CHONGQING TOKYO RADIATOR CO.,LTD.
Chairman of WUXI TRS HEAT EXCHANGER 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 Design
Division, 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)(Significant concurrent position outside the Company)
Director of Toshin Techno Co., Ltd.

Number of theCompany’s shares
owned-3-

20,5007,900

16,700No.

Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1981
Apr. 201045

Notes:

Number of theCompany’s shares
ownedJoined the Company
General Manager of the Development Division
Atsushi Igarashi
of the Company
4,100(October 27, 1958)
June 2014
Operating Officer of the Company
June 2017
Director of the Company (present position)
Apr. 1970
Joined Mitsubishi Metal Mining Company Ltd.
(currently Mitsubishi Materials Corporation)
Jan. 1996
General Manager of Legal Affairs Office ofMitsubishi Materials Corporation
June 2001
Executive Officer and General Manager ofCorporate Planning Office of Mitsubishi
Materials Corporation
June 2003
Senior Executive Officer of Mitsubishi
Materials
Corporation
Yoichi Taguchi0(August 13, 1947)
June 2005
Managing Director of Mitsubishi Materials
CorporationFeb. 2009
Director, Executive Vice President ofMitsubishi Materials Corporation
Apr. 2009
Director, President of SUMCOCORPORATION
Apr. 2012
Advisor of Mitsubishi Materials Corporation(present position)
June 2015
Director of the Company (present position)
1. There are no special interests between each candidate and the Company.
2. Yoichi Taguchi is a candidate for Outside Director.
3. 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.
4. 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.
5. 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.
6. Atsushi Igarashi has been engaged in the development division for many years since entering the Company, and he hasserved in the project management office. The Company nominates him as a candidate for Director because it judges that
he is qualified as he is leveraging his abundant experience in initiatives related to various management issues.
7. 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.
8. Yoichi Taguchi currently serves as Outside Director of the Company, and as of the conclusion of this General Meeting ofShareholders, he will have served as Outside Director for three years.
9. The Company has concluded an agreement with Yoichi Taguchi to limit liability for damages as prescribed by Article
423, paragraph 1 of the Companies Act, with the liability in said agreement limited to ¥5 million or the amountprescribed by laws and regulations, whichever is higher. If the reelection of Yoichi Taguchi is approved, the Company
intends to continue said agreement with him.
10. The Company has registered Yoichi Taguchi as an Independent Officer as stipulated by the Tokyo Stock Exchange.

-4-Proposal 3:

Election of one (1) Audit & Supervisory Board Member

At the conclusion of this meeting, the term of office of Audit & Supervisory Board Member Takashi Murata willexpire. Accordingly, we request that one (1) Audit & Supervisory Board Member be elected.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position(Significant concurrent positions outside the Company)
Apr. 1975
Apr. 2000

Number of theCompany’s shares
ownedJoined the Company
General Manager of Sales Operations Department of Sales
Division of the Company
June 2005
Corporate Fellow and General Manager of Fujisawa Plant ofthe Company
June 2007
Operating Officer of the Company
Takashi Murata
11,900(November 10, 1951)
June 2011
Director, Operating Officer of the Company
June 2012
Director, Senior Operating Officer of the Company
June 2014
Full-time Audit & Supervisory Board Member of theCompany
June 2017
Audit & Supervisory Board Member of the Company(present position)
Notes: 1. There is no special interest between the candidate and the Company.
2. The reasons for Takashi Murata’s nomination as a candidate for Audit & Supervisory Board Member are that his career
includes being engaged in corporate planning for many years since entering the Company, in addition to his experience
broadly engaged in the sales division and production division, among others. He also has management experience at theCompany and he can be expected to carry out appropriate audit functions, making the most of his broad insight andconsiderable knowledge regarding finance and accounting.
3. The Company has concluded an agreement with Takashi Murata to limit liability for damages as prescribed by Article
423, paragraph 1 of the Companies Act, with the liability in said agreement limited to ¥5 million or the amountprescribed by laws and regulations, whichever is higher. If the reelection of Takashi Murata is approved, the Company
intends to continue said agreement with him.

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