This document has been translated and extracted from the Japanese original for reference purpose only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Securities Code No. 7278
June 7, 2016

To Shareholders:
Hidehito Hisakawa
President and Representative Director

EXEDY Corporation
1-1-1 Kidamotomiya, Neyagawa-shi, Osaka

NOTICE OF CONVOCATION OF THE 66TH ANNUAL
SHAREHOLDERS MEETING
Dear Shareholder,Thank you for your continued interest in EXEDY Corporation (the "Company").
You are hereby notified that the 66th Annual Shareholders Meeting will be held as stated below.
You are respectfully requested to attend the Meeting.
In the event that you are unable to attend the Meeting, you may exercise your voting rights
in writing or via the Internet. After examining the Reference Documents for Shareholders
Meeting hereinafter, please duly exercise your voting rights by 5:00 p.m. on June 27, 2016
(Monday).
Sincerely,
1.
2.

Date and Time
Place

3.

Meeting Agenda

Details
10:00 a.m. June 28, 2016 (Tuesday)
EXEDY Hall, 2nd Floor, New Main Building
EXEDY Corporation
1-1-1 Kidamotomiya, Neyagawa-shi, Osaka

Matters to be 1. Report on the Business Report, and the Consolidated and Non-consolidated
Financial Statements for the 66th Business Year (from April 1, 2015 to March 31,
Reported2016)
2. Report on the Audit Results of the Consolidated Financial Statements for the 66th
Business Year by the Accounting Auditor and the Board of Corporate Auditors
Matters to be Resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eleven (11) Directors-EndIf attending the meeting in person, please submit the enclosed Voting Rights Exercise Form to thereceptionist. Furthermore, to save valuable resources, please bring this “Notice of Convocation” with you
when attending the Shareholders Meeting.
Of all documents to be provided with this Notice of Convocation of the Annual Shareholders Meeting, theconsolidated statement of changes in net assets, the notes to consolidated financial statements, the statementof changes in net assets, and the notes to financial statements are not included in the documents attached tothis convocation notice, as they are noted on our website (http://www.exedy.com) according to provisionsof the relevant laws and regulations, and Article 14 of the Articles of Incorporation of the Company.
In the event that any change is made in the Reference Documents for the Shareholders Meeting, theBusiness Report, or the Consolidated and Non-consolidated Financial Statements, such changes will be
notified on our website (http://www.exedy.com).

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EXEDY Corporation (7278)[How to exercise your voting rights]
You may exercise voting rights in one of the following three ways.

Exercising voting rights
by attending theShareholders Meeting
Date of the Shareholders Meeting

Exercising voting rights
in writing

Please submit the enclosed
Voting Rights Exercise Formto the receptionist on the dateof the Shareholders Meeting.
10:00 a.m. June 28, 2016 (Tuesday)

Please indicate your approval ordisapproval of the proposals in theenclosed Voting Rights Exercise
Form, and return the Form so that itreaches us by the voting rights
expiration time.

Voting rights expiration time To be arrived by 5:00 p.m. June 27, 2016 (Monday)

Exercising voting rights
via the Internet

Please enter your approval ordisapproval of the proposals at
the Voting Rights Exercise Site
(http://www.evote.jp/) by thevoting rights expiration time.

Voting rights expiration time 5:00 p.m. June 27, 2016 (Monday)

For institutional investors
The Company participates in the electronic voting rights exercise platform
operated by ICJ.

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EXEDY Corporation (7278)[How to exercise your voting rights via the Internet]
Please refer to the following, access the Voting Rights Exercise Site of our shareholder
registry administrator via the Internet (http://www.evote.jp/), use the "Login ID" and"Provisional Password" indicated in the Voting Rights Exercise Form, and enter yourapproval or disapproval of the proposals, as displayed on the screen.
1. Voting Rights Exercise Site
(1) Our designated Voting Rights Exercise Site (http://www.evote.jp/) is not available from 2
a.m. to 5 a.m. every day.
(2) You may not exercise your voting rights using a PC or a smartphone if, due to yourInternet usage conditions, you use a firewall and other similar means, anti-virus software,or proxy servers, etc. when connecting with the Internet.
2. Voting rights exercise methods(1) To prevent any third party other from accessing the site (impersonation), and to prevent
falsification of your exercised voting rights, you will be requested to change your
"Provisional Password" on the Voting Rights Exercise Site.
(2) Every time a Shareholders Meeting is convened, you will be notified of your new "Login
ID" and "Provisional Password."
3. Handling of voting rights exercised on multiple occasions(1) If you have exercised your voting rights both in writing and via the Internet, the contentsof the voting rights you have exercised via the Internet will prevail.
(2) If you have exercised your voting rights on multiple occasions via the Internet, thecontents of the voting rights you have exercised on the last occasion will prevail.
4. Costs incurred for accessing the Voting Rights Exercise Site
You shall bear Internet connection fees and other costs incurred for accessing the Voting
Rights Exercise Site.
[For inquiries about the above system, please contact the following.]
Corporate Agency Division (Help Desk),
Mitsubishi UFJ Trust and Banking Corporation
Tel: 0120-173-027 (toll-free, available from 9:00 to 21:00)
End

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Reference Documents for the Shareholders Meeting
Proposal No. 1: Appropriation of Surplus
The Company will redistribute profits in an appropriate manner that meets
shareholder expectations, by taking into consideration capital demands,
business results, payout ratio, etc. in a comprehensive manner.
In this regard, the surplus will be appropriated as follows.
1. Matters concerning the year-end dividend(1) Matters concerning and the total amount of the dividend property to be
allotted to shareholders¥35 per share of the Company
Total of ¥1,684,514,790
Together with the interim dividend of ¥35 per share paid on November
24, 2015, the annual dividend is ¥70 per share.
(2) Effective date of dividends from the surplus
June 29, 2016
2. Other matters concerning the appropriation of surplus(1) Items and amount of decreasing surplus
Retained earnings brought forward¥4,000,000,000(2) Items and amount of increasing surplus
General reserves¥4,000,000,000

Dividend History
DPS (Yen)(Yen)
300
255.58250.17EPS

250
201.95197.96200

AnnualDividend

150
100
50
0

EPS
Year-end DividendInterim Dividend

70

70

70

(Scheduled)

50
25
25

45

35

35

(Scheduled)

25

35

35

2012

2013

2014

2015

Fiscal Year

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Proposal No. 2: Election of Eleven (11) Directors
All ten (10) Directors will complete their terms of office at the close of thisShareholders Meeting. Consequently, and also to further enhance our corporate
governance structure, the Company proposes the election of eleven (11)Directors in total by adding one Director, as follows.
Mr. Fumio Fujimori, Mr. Ichizo Yoshikawa, and Mr. Osamu Okumura are
candidates for Outside Directors.
The candidates for Directors are as follows:

1 Hidehito Hisakawa (January 24, 1955)
Number of shares of the Company held 12,700 shares

Re-appointed▶ Career summary, position and duties at the Company (Importantconcurrent positions)
April 1978
Joined the Company
June 2006
Director of the Company in charge of overseas
businesses
April 2009
Executive General Manager, Sales Headquarters,of the Company
June 2009
Director and Executive Managing Officer of theCompany
April 2011
Director and Senior Executive Managing Officer of
the Company
April 2012
Representative Director of the Company
April 2015
Representative Director and President of theCompany to the present▶ Reasons for candidacy for a director’s position
Mr. Hidehito Hisakawa has long been engaged in corporate
management since he was appointed Director of the Company inJune 2006, and has led the management as Representative
Director and President since April 2015. The Company has thus
continued to appoint him as a candidate for a director’s position
because, with his abundant experience and versatile perspective
on corporate management, he is expected to contribute toenhancing the corporate values of the entire Group and topromoting proper management decisions.

再 任

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2 Masayuki Matsuda (June 27, 1951)
Number of shares of the Company held 7,600 shares

Re-appointed▶ Career summary, position and duties at the Company (Importantconcurrent positions)
April 1974
Joined the Company
June 2002
Director of the Company
June 2004
Executive General Manager, Sales Headquarters,of the Company
June 2005
Managing Director of the Company
June 2009
Director and Executive Managing Officer of theCompany
April 2010
Director and Senior Executive Managing Officer of
the Company to the present
April 2012
Executive General Manager, Development
Headquarters, of the Company
April 2015
Representative Director of the Company to thepresent
Executive General Manager, Purchasing
Headquarters, of the Company to the present▶ Reasons for candidacy for a director’s position
Mr. Masayuki Matsuda has long been engaged in corporate
management since he was appointed Director of the Company inJune 2002, and has performed a wide range of the Group
operations as Senior Executive Managing Officer of the Company
since April 2010.
The Company has thus continued to appoint him as a candidate
for a director’s position because he is expected to contribute toenhancing the corporate values of the entire Group and topromoting proper management decisions.

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3 Hisayasu Masaoka (August 8, 1949)
Number of shares of the Company held 10,800 shares

Re-appointed▶ Career summary, position and duties at the Company (Importantconcurrent positions)
October 2000 Joined the Company
June 2001
Director of the Company
June 2002
Executive General Manager, Administrative
Headquarters, of the Company
June 2004
Managing Director of the Company
June 2009
Director and Executive Managing Officer of theCompany
April 2010
Director and Senior Executive Managing Officer of
the Company to the present
April 2011
Executive General Manager, Global Strategy
Headquarters, of the Company▶ Reasons for candidacy for a director’s position
Mr. Hisayasu Masaoka has long been engaged in corporate
management since he was appointed Director of the Company
in June 2001, and has performed a wide range of the Group
operations as Senior Executive Managing Officer of theCompany since April 2010.
The Company has thus continued to appoint him as a candidate
for a director’s position because he is expected to contribute toenhancing the corporate values of the entire Group and topromoting proper management decisions.

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4 Shogo Okamura (September 16, 1956)
Number of shares of the Company held 5,100 shares

Re-appointed▶ Career summary, position and duties at the Company (Importantconcurrent positions)
March 1982
Joined the Company
July 2002
Branch Manager of Tokyo Sales Office
June 2005
Director of the Company
September 2006 EXEDY Corporation ASEAN Regional Office
April 2010
Executive Managing Officer of the Company
April 2015
Senior Executive Managing Officer of theCompany to the present
Executive General Manager, Sales Headquarters,of the Company to the present
June 2015
Director of the Company to the present▶ Reasons for candidacy for a director’s position
Mr. Shogo Okamura has long worked overseas as an expatriate
and accumulated experience and achievements in ASEAN- andIndia-related business operations, etc., and has been broadly
engaged in management of the Group business since he wasappointed Director and Senior Executive Managing Officer sinceJune 2015. The Company has thus continued to appoint him asa candidate for a director’s position because he is expected tocontribute to enhancing the corporate values of the entire Groupand to promoting proper management decisions.

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5 Hiroshi Toyohara (August 19, 1962)
Number of shares of the Company held 2,000 shares

Re-appointed▶ Career summary, position and duties at the Company (Importantconcurrent positions)January 1995 Joined the Company
April 2010
Executive Officer of the Company
April 2011
Executive General Manager, Financial Planning
Headquarters, of the Company
June 2012
Director of the Company to the present
April 2013
Senior Executive Officer of the Company
Executive General Manager, Administrative
Headquarters, of the Company to the present
April 2016
Executive Managing Officer of the Company to thepresent▶ Reasons for candidacy for a director’s position
Mr. Hiroshi Toyohara has abundant experience andachievements in general administrative operations, as head of
the financial and planning departments, etc., and has beenbroadly engaged in the execution of the Group business since
his appointment as Director in June 2012. The Company has
thus continued to appoint him as a candidate for a director’s
position because he is expected to contribute to enhancing thecorporate values of the entire Group and to promoting proper
management decisions.

6 Yoshihiro Kojima (September 10, 1960)
Number of shares of the Company held 1,500 shares

Re-appointed▶ Career summary, position and duties at the Company (Importantconcurrent positions)
April 1985
Joined NISSAN MOTOR Co., Ltd.
October 2001 Joined JATCO Ltd.
April 2009Manager, Prototype Headquarters, of JATCO Ltd.
April 2011
Joined the Company
April 2012
Executive Officer of the Company
Executive General Manager, Production
Engineering Headquarters, of the Company to thepresent
June 2013
Director of the Company to the present
April 2015
Senior Executive Officer of the Company to thepresent▶ Reasons for candidacy for a director’s position
Mr. Yoshihiro Kojima has abundant experience andachievements in the production engineering field in general both
inside and outside the Company, and has been broadly
engaged in the execution of the Group business since his
appointment as Director in June 2013. The Company has thus
continued to appoint him as a candidate for a director’s position
because he is expected to contribute to enhancing the corporate
values of the entire Group and to promoting proper management
decisions.

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再7 Tadashi Nakahara (October 8, 1962)
Number of shares of the Company held 2,000 shares

Re-appointed▶ Career summary, position and duties at the Company (Importantconcurrent positions)
March 1981
Joined the Company
April 2009
Executive General Manager, M&T Business
Headquarters, of the Company
June 2009
Executive Officer of the Company
April 2010
Executive General Manager, M&T Manufacturing
Headquarters, of the Company
June 2012
Director of the Company to the present
April 2014
Executive General Manager, AT Manufacturing
Headquarters, of the Company to the present
April 2016
Senior Executive Officer of the Company to thepresent▶ Reasons for candidacy for a director’s position
Mr. Tadashi Nakahara has abundant experience andachievements in the manufacturing field in general, and has
been broadly engaged in the execution of the Group businesssince his appointment as Director in June 2012. The Company
has thus continued to appoint him as a candidate for a director’s
position because he is expected to contribute to enhancing thecorporate values of the entire Group and to promoting proper
management decisions.

任

8 Fumio Fujimori (January 5, 1949)
Number of shares of the Company held 2,000 shares▶ Career summary, position and duties at the Company (Importantconcurrent positions)
April 1971
Joined AISIN SEIKI CO., LTD.
June 1997
Director of AISIN SEIKI CO., LTD.
June 2005
Executive Vice President and Representative
Director of AISIN SEIKI CO., LTD.
June 2009
Representative Director and President of AISINSEIKI CO., LTD.
June 2012
Director of the Company to the present
June 2015
Representative Director and Vice Chairman of
AISIN SEIKI CO., LTD. to the present

Re-appointed
Outside▶ Reasons for candidacy for an outside director’s position
With his abundant expertise as a manager in the automobile
component industry, Mr. Fumio Fujimori is expected to provide
the Company with additional management reinforcement andenhancement of supervisory functions of the Board of Directors.
The Company has thus continued to appoint him as a candidate
for an outside director’s position.

再 任社 外- 10 -NOTICE OF CONVOCATION OF THE 66TH
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9 Koji Akita (February 17, 1962)
Number of shares of the Company held 3,174 shares▶ Career summary, position and duties at the Company (Importantconcurrent positions)
March 1985
Joined the Company
June 2006
Director of the Company
June 2009
Senior Executive Officer of the Company
April 2011
Director and Executive Managing Officer of
DYNAX Corporation
April 2013
Director and Senior Executive Managing Officer of
DYNAX Corporation
April 2015
Representative Director and President of DYNAXCorporation to the present
June 2015
Director of the Company to the present

Re-appointed▶ Reasons for candidacy for a director’s position
Mr. Koji Akita has been broadly engaged in the execution of theGroup business as the representative director and president of
DYNAX Corporation, the largest subsidiary in the Group, sinceApril 2015, and as a director of the Company since June 2015.
The Company has thus continued to appoint him as a candidate
for a director’s position because he is expected to contribute toenhancing the corporate values of the entire Group and topromoting proper management decisions.
再 任

10 Ichizo Yoshikawa(May 20, 1946）

Number of shares of the Company held 1,000 shares▶ Career summary, position and duties at the Company (Importantconcurrent positions)
April 1970
Joined Suminoe Textile Co., Ltd.
August 1997 Director of Suminoe Textile Co., Ltd.
August 2005 Representative Director and President of Suminoe
Textile Co., Ltd.
June 2016
Representative Director and Chairman of
Suminoe Textile Co., Ltd. to the present

Newly-appointed
OutsideIndependent▶ Reasons for candidacy for an outside director’s position
Mr. Ichizo Yoshikawa has long accumulated abundant expertiseas a manager of a listed company, by fulfilling corporate
management responsibilities as a representative director of
Suminoe Textile Co., Ltd. The Company has thus newly
appointed him as a candidate for an outside director’s position
because he is expected to provide the Company with additional
management reinforcement and enhancement of supervisory
functions by the Board of Directors.

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11 Osamu Okumura（December 7, 1946）

Number of shares of the Company held 2,000 shares▶

Newly-appointed
OutsideCareer summary, position and duties at the Company (Importantconcurrent positions)
April 1970
Joined Daikin Industries, Ltd.
June 1996
Director of Daikin Industries, Ltd.
June 2004
Senior Executive Managing Officer of Daikin
Industries, Ltd.
June 2012
Corporate Advisor of Daikin Industries, Ltd.

▶ Reasons for candidacy for an outside director’s position
Mr. Osamu Okumura has long accumulated abundant expertiseas a corporate manager, by fulfilling his responsibilities as asenior executive managing officer of Daikin Industries, Ltd. The
Company has thus newly appointed him as a candidate for an
outside director’s position because he is expected to provide theCompany with additional management reinforcement andenhancement of supervisory functions by the Board of Directors.

Independent(Note) 1

The candidate for Outside Director, Mr. Fumio Fujimori, is the Representative Director and Vice
Chairman of AISIN SEIKI CO., LTD., with which the Company has business relations in theform of sales and purchase of products, the amount of which however constitutes less than
0.5% of the Company's consolidated net sales. There are no special interests between othercandidates and the Company.
2.

AISIN SEIKI CO., LTD., of which Mr. Fumio Fujimori is the Representative Director and Vice
Chairman, paid a fine of US$ 35.8 million to the United States government in February 2015
for violations of U.S. Antitrust law in connection with part of the sales of Variable Valve Timing(“VVT”) devices, an automotive engine component.

３. Mr. Fumio Fujimori's term of office will be four (4) years at the conclusion of this Shareholders
Meeting.
４. The Company entered into contracts with Mr. Fumio Fujimori pursuant to the provision of theCompany's Articles of Incorporation to limit his liabilities to the Company. In the event that this
proposal is approved in its original form and he is reappointed, the Company shall continue
such contract with him.
In the event that this proposal is approved in its original form and they are appointed, theCompany shall enter into contracts with Mr. Ichizo Yoshikawa and Mr. Osamu Okumura,respectively, pursuant to the provisions of the Company's Articles of Incorporation, to limit
their liabilities to the Company.
An outline of the contents of the contracts is as follows.
(1) If an Outside Director is liable to the Company for damages, the amount of suchdamages shall be limited to the minimum liability amount prescribed in Article 425 of theCompanies Act;
(2) The foregoing limitation shall be limited to cases where an Outside Director is without
knowledge and is not grossly negligent in performing his duties.
５. Mr. Fumio Fujimori is scheduled to retire from the post of the representative director and vicechairman of AISIN SEIKI CO., LTD. at the close of the annual general meeting ofshareholders of the company to be held on June 17, 2016.
６. Mr. Ichizo Yoshikawa and Mr. Osamu Okumura satisfy the requirements for Independent
Officers stipulated by the Tokyo Stock Exchange, and are scheduled to be registered as suchto the Exchange.
End of Document- 12 -NOTICE OF CONVOCATION OF THE 66TH
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