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 10, 2019
To our shareholders:
Takashi Hayashi
President & CEO
TOKYO RADIATOR MFG. Co., Ltd.
2002-1 Endo, Fujisawa City, Kanagawa Prefecture, JapanNOTICE OF THE 115TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 115th 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 26, 2019 (JST).
1. Date and Time: Thursday, June 27, 2019 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 115th Term (from April 1, 2018 to March31, 2019), 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 115th Term (from April 1, 2018 to March 31, 2019)
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]Of the documents that should be provided with this notice, pursuant to the provisions of laws and regulations and Article 16 of theArticles of Incorporation of the Company, the following matters are available on the Company’s website (http://www.tokyoradiator.co.jp/) and are therefore not attached to this Notice of General Meeting of Shareholders:(1) “Systems to Ensure Appropriate Business Operations and the Status of its Implementation” of the Business Report(2) Notes to Consolidated Financial Statements(3) Notes to Non-Consolidated Financial Statements
Therefore, Consolidated Financial Statements and Non-Consolidated Financial Statements that have been audited by the Audit &Supervisory Board Members comprise items (1) to (3) above, available on the Company’s website, in addition to those provided in thisNotice of General Meeting of Shareholders. Consolidated Financial Statements and Non-Consolidated Financial Statements that havebeen audited by the Accounting Auditor comprise items (2) and (3) above, available on the Company’s website, in addition to those
provided in this Notice of General Meeting of Shareholders.

-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: ¥79,133,659
After adding the interim dividend of ¥6.50, the annual dividend per share comes to ¥12.
(3) Effective date of distribution of dividends of surplus
June 28, 2019-2-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, including two (2) Outside Directors.
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

Atsushi Igarashi(October 27, 1958)

3*
Hisao Ochiai(April 15, 1957)

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. 2008
Executive Vice President of Calsonic Kansei
CorporationJune 2008
Director, Executive Vice President of CalsonicKansei Corporation
Apr. 2010
Corporate Advisor of the Company
June 2010
Director, Vice President, Corporate 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. 1981
Joined the Company
Apr. 2010
General Manager of the Development Divisionof the Company
June 2014
Corporate Officer of the Company (presentposition)
June 2017
Director of the Company (present position)
Apr. 1980
Joined Nihon Radiator Co., Ltd. (currentlyCalsonic Kansei Corporation)
Apr. 2004
Exhaust Systems Product Director of CalsonicKansei Corporation
Apr. 2007
President of Calsonic Kansei Romania S.R.L.
Apr. 2011
Deputy General Manager of Compressors
Department of Calsonic Kansei Corporation
June 2014
Senior Vice President and Deputy General
Manager of Japan Region Division of CalsonicKansei Corporation
Apr. 2018
Senior Vice President and General Manager ofThermal Systems Business Unit of CalsonicKansei Corporation
Apr. 2019
Corporate Advisor of the Company (presentposition)

Number of theCompany’s shares
owned-3-

20,5004,7000Name(Date of birth)

No.

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1970

45Notes:

1.
2.
3.
4.

5.
6.

7.

Number of theCompany’s shares
ownedJoined 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
Corporation
Feb. 2009
Director, Executive Vice President of
Mitsubishi 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)
Apr. 1977
Joined Komatsu Ltd.
Apr. 2004
Head of Construction Equipment Development
Center 1, Development Division, Komatsu Ltd.
Apr. 2006
Executive Officer of Komatsu Ltd.
Apr. 2009
Executive Officer and Vice President ofDevelopment Division, Komatsu Ltd.
Apr. 2010
Senior Executive Officer and President of*Development Division, Komatsu Ltd.
0Fujitoshi Takamura
June 2011
Director, Senior Executive Officer and(December 21, 1954)
President of Development Division, Komatsu
Ltd.
Apr. 2013
Director, Senior Managing Executive Officerand President of Development Division,Komatsu Ltd.
Apr. 2014
Director and CTO of Komatsu Ltd.
June 2017
Advisor of Komatsu Ltd. (present position)
New candidates for Director are indicated by an asterisk (*).
There are no special interests between each candidate and the Company.
Yoichi Taguchi and Fujitoshi Takamura are candidates for Outside Director.
(1) 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 ofmanagement for the benefit of the Company’s own management, while dispensing advice and opinions from anindependent perspective to the Company’s Board of Directors in order to ensure the reasonableness and legitimacy
of its decision making.
(2) The reasons for Fujitoshi Takamura’s nomination as Outside Director candidate are as follows:
We anticipate that Fujitoshi Takamura will leverage his long years of experience in development and corporate
management at a construction equipment manufacturer as well as his deep discernment for the benefit of theCompany’s own management, while dispensing advice and opinions from an independent perspective to theCompany’s Board of Directors in order to ensure the reasonableness and legitimacy of its decision making.
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 four years.
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 Yoichi Taguchi is reelected, the Company intends to continue
the said agreement with him. If Fujitoshi Takamura is elected, the Company intends to conclude the same agreement tolimit liability with him.
The Company has registered Yoichi Taguchi as an Independent Officer as stipulated by the Tokyo Stock Exchange. If heis reelected, the Company intends to continue designating him as Independent Officer. In addition, Fujitoshi Takamura-4-fulfills the requirements for an Independent Officer as stipulated by the Tokyo Stock Exchange and the Company intends
to designate him as an Independent Officer.
8. 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 participate in the management of the Company group (the“Group”).
9. 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.
10. Hisao Ochiai has been engaged in development in the automotive industry for many years, and has management
experience at a global company. The Company nominates him as a candidate for Director because it judges that he isqualified to lead the Group based on his specialist knowledge and extensive career.

-5-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 Takaharu Ito 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. 1971
Aug. 1988

Notes:

Number of theCompany’s shares
owned

Assistant Executive Vice President of Citibank, N.A.
General Manager of Administration Division of Dow
Chemical Japan Limited
Apr. 1998
Director of Pfizer Japan Inc.
Aug. 2006
Senior Managing Director of CB Richard Ellis K.K.
Takaharu ItoDec. 2010
Corporate Auditor of AVON PRODUCTS CO., LTD.
0(May 28, 1948)
June 2011
Outside Audit & Supervisory Board Member of theCompany (present position)
Apr. 2014
Representative of 110 Strategic Management Institute(present position)
Apr. 2015
Audit & Supervisory Board Member of US. MART (presentposition)
1. There is no special interest between the candidate and the Company.
2. Takaharu Ito is a candidate for Outside Audit & Supervisory Board Member.
3. The reasons for Takaharu Ito’s nomination as Outside Audit & Supervisory Board Member candidate are as follows:
Takaharu Ito was nominated as Outside Audit & Supervisory Member candidate because he has served as Outside Audit& Supervisory Board Member of the Company for many years and has in-depth knowledge of the Company’s business
operations, 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 of the Company’s own management.
4. Takaharu Ito currently serves as Outside Audit & Supervisory Board Member of the Company, and as of the conclusionof this General Meeting of Shareholders, he will have served as Outside Audit & Supervisory Board Member for eightyears.
5. The Company has designated Takaharu Ito as an Independent Officer as stipulated by the Tokyo Stock Exchange andregistered him as such with said exchange. If his reelection is approved, the Company intends to continue designating
him as Independent Officer.
6. The Company has concluded an agreement with Takaharu Ito 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 amount prescribed bylaws and regulations, whichever is higher. If Takaharu Ito is reelected, the Company intends to continue the said
agreement with him.

-6-