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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Security Code 6473)
June 5, 2020
To Shareholders with Voting Rights:
Tetsuo Agata
President
JTEKT Corporation
3-5-8 Minami-semba, Chuo-ku,
Osaka, JapanNOTICE OF
THE 120TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continuous support.
Please allow us to offer our respectful condolences for those who have passed away from COVID-19 andtheir families, and our best wishes for all those affected by the disease. We would also like to express ourheartfelt gratitude and respect for the medical staff involved in treating COVID-19 night and day, and all thepeople working in various contexts to support society.
The 120th Annual General Meeting of Shareholders of JTEKT Corporation (the “Company”) will be held
as follows.
Please note that this year, in order to prevent COVID-19 infection, shareholders are requested to consider
refraining from attending the venue in person, based on their own discernment of the situation. Voting rights
may be exercised by postal mail or via the Internet, so please follow “Guidance on Exercising Your Voting
Rights” on page 3 and exercise your voting rights by reference to the attached Reference Documents for the
General Meeting of Shareholders by no later than 5:40 p.m. on Wednesday, June 24, 2020, Japan time.
1. Date and Time:Thursday, June 25, 2020 at 10:00 a.m.

2. Place:“WITH” Hall, 1F of JTEKT Kariya Plant
2-2 Showa-cho, Kariya, Aichi, Japan*A proprietary venue has been selected this year, on consideration of the possibility that
the Company’s usual venue for the Annual General Meeting of Shareholders, the hotel inOsaka City, will not be available due to the impact of COVID-19. Please see the venue
access map provided on the final page, and ensure that you attend the correct venue.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
120th Fiscal Year (April 1, 2019 - March 31, 2020) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board for theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 120th Fiscal Year
(April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 13 Directors
Proposal 2:-1-

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Also, please remember to bring this convocation notice to the meeting place to help conserve paper resources.
Only our shareholders are allowed to enter the meeting place. Persons attending as proxies for shareholders
must be shareholders themselves. Shareholders who concurrently exercise the voting rights of othershareholders as proxies are kindly requested to submit the following: their Voting Rights Exercise Forms as
shareholders, their Voting Rights Exercise Forms for voting as proxies, and documents certifying their status
as proxies.
Concerning the Disclosure via the Internet
 From among the documents attached to this convocation notice, the notes to the consolidated
financial statements and the notes to the non-consolidated financial statements are disclosed on
our website in accordance with laws and regulations and the provisions of Article 14 of the
Articles of Incorporation of the Company. Therefore, they are not stated in this convocation
notice. Please note that the consolidated financial statements and the non-consolidated financial
statements audited respectively by the Accounting Auditor and the Audit & Supervisory Board
include the notes to the consolidated financial statements and the notes to the non-consolidated
financial statements disclosed on the website below, in addition to the consolidated financial
statements and the non-consolidated financial statements stated in the Attached Documents
provided with this Notice.
 If there is any need for revision, the revised documents will be posted on the Company’s
website immediately.
 The contents of this Notice have been displayed on the Company’s website before the notice
was dispatched by post, in order to make this information available early.
The Company’s website ► https://www.jtekt.co.jp
The Company’s website (English) ► https://www.jtekt.co.jp/e/-2-

Guidance on Exercising Your Voting Rights
By Attending the Meeting
Please bring the enclosed
Voting Rights Exercise Formand submit it at the reception
desk.

By Postal Mail
Please enter your vote for oragainst each of the proposals
on the enclosed Voting Rights
Exercise Form and return theForm.

Date of the meeting:Thursday, June 25, 2020 at
10:00 a.m.

Deadline for voting:
The Form must be received by
5:40 p.m., Wednesday, June24, 2020.

Via the Internet
Please visit the website
designated by the Company forthe exercise of voting rights(https://www.web54.net) andenter your vote for or against
each of the proposals.
Deadline for voting:
The votes must be received by
5:40 p.m., Wednesday, June 24,
2020.

Concerning the Platform for the Electronic Exercise of Voting Rights (for Institutional Investors)
Institutional investors have the option of voting by electromagnetic means via the Platform for the Electronic
Exercise of Voting Rights operated by ICJ Inc.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

In consideration of the business results of the 120th Fiscal Year and business development in the future,
we propose the appropriation of surplus as follows:1.

Matters related to the appropriation of other surplus:(1)

Items with increased surplus and its amount
Retained earnings brought forward
Items with decreased surplus and its amount
General reserve

(2)

2.

30,000,000,000 yen
30,000,000,000 yen

Matters related to the year-end dividend:(1) Matters related to the distribution of dividend properties to shareholders and the total dividend for the
fiscal year under review
Payment of 16 yen per share of common stock
Total: 5,488,124,352 yen
Combined with the interim dividend (22 yen per share), the total annual dividend for the fiscal year
under review will be 38 yen per share of common stock.
(2) Effective date of the dividend from surplus
June 26, 2020

-4-

Proposal 2:

Election of 13 Directors

The terms of office of all 11 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of 13 Directors is proposed.
The candidates are as follows:
No.

Name

1

<Reappointed>

Hiroyuki Kaijima

2<Reappointed>

Katsumi Yamamoto

3<Reappointed>

Takumi Matsumoto

4<Reappointed>

Makoto Sano

5

<Reappointed>

Shinji Kato

6

<Reappointed>

Hirofumi Matsuoka

7<Reappointed>

Kazuhisa Makino

10<Reappointed><Outside Director><Independent Director><Reappointed><Outside Director><Independent Director><Reappointed><Outside Director>

11

Current positions and responsibilities at
the Company
Executive Vice-President
Sales & Marketing Division
Senior Executive Director
Bearings Business Unit
Executive Director
Driveline Systems Business Unit
Executive Director
Production Support Division
Executive Director
Machine Tools and Mechatronics Business
Unit
Executive Director
Steering Systems Business Unit
Executive Director
Corporate Division

Takao Miyatani

Director

Iwao Okamoto

DirectorTakeshi Uchiyamada

Director<Newly appointed>

Kazuhiro Sato

Advisor

12<Newly appointed>

Tomokazu Takahashi

Advisor13<Newly appointed>

Haruhiko Segawa

8
9

-5-

Executive Managing Officer
Assistant to the President

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1979
February 2002

Hiroyuki Kaijima(August 26, 1956)
1

Joined Toyoda Machine Works Ltd.
General Manager, Overseas Business Dept., Toyoda MachineWorks Ltd.
Director, Toyoda Machine Works Ltd.
Managing Officer, Toyoda Machine Works Ltd.
Managing Officer of the Company
Executive Managing Officer
Executive Director
Senior Executive Director
Executive Vice-President (to present)<Reappointed>
Term of office as a
Director:
6 years

Katsumi Yamamoto(February 27, 1959)
2

June 2003
June 2005
January 2006
June 2012
June 2014
June 2018
June 2019<Reappointed>
Term of office as a
Director:
1 yearNumber ofshares of theCompany held

12,082[Current responsibilities]
Sales & Marketing Division[Reasons for nomination as a candidate for Director]
Mr. Hiroyuki Kaijima has been engaged in corporate management as a Director andhas fulfilled his roles and responsibilities appropriately. He has garnered extensive
experience and considerable insight through his involvement in the management ofoperating companies in North America, and through fulfilling his duties as a director
in charge of the Sales & Marketing Division. We therefore propose his re-election asa Director in order to realize the sustainable enhancement of corporate value of theCompany.
April 1981
Joined the Company
January 2006
General Manager, Business Planning Dept., Bearing Operations
Headquarters
June 2010
Managing Officer
April 2015
Executive Managing Officer
April 2016
AdvisorJune 2016
President, DAIBEA Co., Ltd.
June 2019
Senior Executive Director (to present)[Current responsibilities]
Bearings Business Unit

14,196[Reasons for nomination as a candidate for Director]
Mr. Katsumi Yamamoto has been engaged in corporate management as a Director
and has fulfilled his roles and responsibilities appropriately. He has garnered
extensive experience and considerable insight through fulfilling his duties as adirector in charge of the Bearings Business Unit. We therefore propose his re-election
as a Director in order to realize the sustainable enhancement of corporate value of theCompany.

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1986
August 2010

Takumi Matsumoto(April 9, 1961)
3<Reappointed>
Term of office as a
Director:
4 years

Makoto Sano
(August 17, 1957)
4<Reappointed>
Term of office as a
Director:
2 years

April 2015
October 2015
June 2016

Number ofshares of theCompany held

Joined Toyota Motor Corporation
General Manager, BR-Electric Vehicle/Charge System
Development Dept., Toyota Motor Corporation
Managing Officer of the Company
Executive Managing Officer
Executive Director (to present)[Current responsibilities]
Driveline Systems Business Unit

10,459[Reasons for nomination as a candidate for Director]
Mr. Takumi Matsumoto has been engaged in corporate management as a Director
and has fulfilled his roles and responsibilities appropriately. He has practicalknowledge in products from working in the engineering and development divisions.
He has also garnered extensive experience and considerable insight through fulfilling
his duties as a director in charge of the Driveline Systems Business Unit of theCompany. We therefore propose his re-election as a Director in order to realize thesustainable enhancement of corporate value of the Company.
April 1981
Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
January 2007
General Manager, Administrative Section, Tahara Plant, Toyota
Motor Corporation
March 2014
Senior General Manager, the Company
April 2014
Managing Officer
April 2015
Executive Managing Officer
June 2018
Executive Director (to present)[Current responsibilities]
Production Support Division

12,928[Reasons for nomination as a candidate for Director]
Mr. Makoto Sano has been engaged in corporate management as a Director and has
fulfilled his roles and responsibilities appropriately. He has garnered extensive
experience and considerable insight through fulfilling his duties as a director in
charge of the Production Support Division. We therefore propose his re-election as a
Director in order to realize the sustainable enhancement of corporate value of theCompany.

-7-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1981
July 2010

Shinji Kato
(February 7, 1958)
5<Reappointed>
Term of office as a
Director:
2 years

Hirofumi Matsuoka(December 25, 1961)
6<Reappointed>
Term of office as a
Director:
2 years

January 2017
April 2017
June 2018

Number ofshares of theCompany held

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
General Manager, Mechatronics Systems Dept., Toyota Motor
Corporation
Senior General Manager, the Company
Managing Officer
Executive Director (to present)[Current responsibilities]
Machine Tools and Mechatronics Business Unit

10,654[Reasons for nomination as a candidate for Director]
Mr. Shinji Kato has been engaged in corporate management as a Director and has
fulfilled his roles and responsibilities appropriately. He has practical knowledge inproducts from working in production engineering. He has also garnered extensive
experience and considerable insight through fulfilling his duties as a director in
charge of the Machine Tools and Mechatronics Business Unit. We therefore propose
his re-election as a Director in order to realize the sustainable enhancement ofcorporate value of the Company.
Joined the Company
April 1985
General Manager, System Development Dept., Automotive
April 2013
Systems Business Headquarters
Managing Officer
April 2014
Executive Managing Officer
April 2016
June 2018

Executive Director (to present)[Current responsibilities]
Steering Systems Business Unit

13,100[Reasons for nomination as a candidate for Director]
Mr. Hirofumi Matsuoka has been engaged in corporate management as a Director andhas fulfilled his roles and responsibilities appropriately. He has practical knowledge
in products from working in steering systems division. He has also garnered
extensive experience and considerable insight through fulfilling his duties as adirector in charge of the Steering Systems Business Unit. We therefore propose his
re-election as a Director in order to realize the sustainable enhancement of corporate
value of the Company.

-8-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1982
January 2005

Kazuhisa Makino(May 11, 1957)
7<Reappointed>
Term of office as a
Director:
1 yearJune 2010
June 2011
April 2015
June 20198

Term of office as a
Director:
5 years

10,783[Reasons for nomination as a candidate for Director]
Mr. Kazuhisa Makino has been engaged in corporate management as a Director andhas fulfilled his roles and responsibilities appropriately. He has garnered extensive
experience and considerable insight through fulfilling his duties as a director in
charge of the Corporate Division. We therefore propose his re-election as a Director
in order to realize the sustainable enhancement of corporate value of the Company.

July 1995<Reappointed><Outside Director><Independent
Director>

Joined Toyoda Machine Works Ltd.
General Manager, Corporate Management Dept., Toyoda MachineWorks Ltd.
General Manager, Accounting Dept., the Company
Managing Officer
Executive Managing Officer
Executive Director (to present)[Current responsibilities]
Corporate Division

April 1963

Takao Miyatani(December 24, 1940)

Number ofshares of theCompany held

January 1999
June 1999
May 2000
May 2005
June 2015

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
General Manager (Senior General Manager), IT Engineering
Dept., Toyota Motor Corporation
Seconded to YUTAKA SEIMITSU KOGYO LTD., equivalent toCounselor, Toyota Motor Corporation
President, YUTAKA SEIMITSU KOGYO LTD.
Vice Chairman, JAPAN GEAR MANUFACTURERS
ASSOCIATION
Chairman, JAPAN GEAR MANUFACTURERS ASSOCIATION
Director of the Company (to present)[Reasons for nomination as a candidate for Outside Director]
Mr. Takao Miyatani has extensive experience and considerable insight through his
many years of involvement in manufacturing as a business manager and chairman ofindustrial organizations and has supervised the management appropriately as an
Outside Director. We therefore propose his re-election as a Director to enable him to
duly supervise the management as an Outside Director toward the sustainableenhancement of corporate value of the Company.

-9-

2,000

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1970
September 1999
January 2001
July 2002
October 2003

Iwao Okamoto(June 25, 1946)

9<Reappointed><Outside Director><Independent
Director>
Term of office as a
Director:
5 years

October 2005
April 2006
June 2007
April 2009
July 2009
May 2011
June 2015

Joined the Ministry of International Trade and Industry (MITI)(currently Ministry of Economy, Trade and Industry (METI))
Director-General, Basic Industries Bureau, MITI
Director-General, Manufacturing Industries Bureau, METI
Director-General, Agency for Natural Resources and Energy
Senior Executive Director, Japan Bank for International
Cooperation
Managing Executive Officer, SUMITOMO CORPORATION
Senior Managing Executive Officer, SUMITOMOCORPORATION
Representative Director, Senior Managing Executive Officer,
SUMITOMO CORPORATION
Representative Director, Assistant to President and CEO,SUMITOMO CORPORATION
President, Japan Cooperation Center for the Middle East (JCCME)
President Executive, JAPAN-CHINA ECONOMIC
ASSOCIATION
Director of the Company (to present)[Reasons for nomination as a candidate for Outside Director]
Mr. Iwao Okamoto has extensive experience and considerable insight in industrial
and economic activities in Japan and abroad through his service in significant
positions in various organizations such as the Ministry of Economy, Trade andIndustry and the JAPAN-CHINA ECONOMIC ASSOCIATION, and has supervised
the management appropriately as an Outside Director. We therefore propose his
re-election as a Director to enable him to duly supervise the management as an
Outside Director toward the sustainable enhancement of corporate value of theCompany.

- 10 -

Number ofshares of theCompany held

5,000

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1969
June 1998
June 2001
June 2003
June 2004
June 2005
June 201210

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
Member of the Board of Directors, Toyota Motor Corporation
Managing Director, Toyota Motor Corporation
Senior Managing Director, Toyota Motor Corporation
Director, the Company
Executive Vice President, Toyota Motor Corporation
Vice Chairman of the Board of Directors, Toyota Motor
Corporation
Resigned from Director of the Company
Chairman of the Board of Directors, Toyota Motor Corporation (topresent)
Director of the Company (to present)

Takeshi Uchiyamada(August 17, 1946)

June 2013<Reappointed><Outside Director>

June 2018

Term of office as a
Director:
2 years[Significant concurrent positions]
Chairman of the Board of Directors, Toyota Motor Corporation
External Director, Mitsui & Co., Ltd.

Number ofshares of theCompany held

8,300

[Reasons for nomination as a candidate for Outside Director]
Mr. Takeshi Uchiyamada has extensive experience and considerable insight throughhis many years of involvement in manufacturing as a business manager. We therefore
determined he is suitable as an Outside Director to duly oversee the management
toward the sustainable enhancement of corporate value of the Company and propose
his election as a Director.
April 1979

Kazuhiro Sato
(April 3, 1956)
11<Newly appointed>

January 2005
April 2014
April 2017
January 2019
January 2020

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
General Manager, Quality Division, Toyota Motor Corporation
Managing Officer, Toyota Motor Corporation
Senior Managing Officer, Toyota Motor Corporation
Operating Officer, Toyota Motor Corporation
Advisor of the Company (to present)[Reasons for nomination as a candidate for Director]
Mr. Kazuhiro Sato has a good personality with high ethical standards and fairness,and has extensive experience and considerable insight as a business manager. We
propose his election as a Director in order to realize the sustainable enhancement ofcorporate value of the Company and strengthen corporate governance, from his highviewpoint and broad perspective, backed up by experience.

- 11 -

35,000No.

Name(Date of birth)

Tomokazu Takahashi(January 17, 1958)
12<Newly appointed>

Haruhiko Segawa(February 16, 1959)
13<Newly appointed>

Past experience, positions and responsibilities at the Company
April 1981
January 2006
June 2008
April 2013
April 2014
June 2016
June 2018
April 2019
June 2019
April 2020

Joined the Company
General Manager, Automotive Sales Planning Dept.
Managing Officer
Executive Managing Advisor
Executive Managing Officer
Executive Director
Senior Executive Director
Director of the Company
Senior Executive Officer, DENSO Corporation
Resigned from Director of the Company
Advisor of the Company (to present)

Number ofshares of theCompany held

10,065[Reasons for nomination as a candidate for Director]
Mr. Tomokazu Takahashi has been engaged in corporate management as a Directorof the Company from 2016 to 2019, and has fulfilled his roles and responsibilities
appropriately. During that time, he has served as a director in charge of the Corporate
Division, and also has extensive experience and considerable insight nurtured during
one year as a Senior Executive Officer of DENSO Corporation in FY2019. We
therefore propose his election as a Director in order to realize the sustainableenhancement of corporate value of the Company.
April 1981
Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
June 2006
General Manager, Chassis Engineering Div. 2, Toyota Motor
Corporation
June 2013
Managing Officer
April 2017
Executive Managing Officer
April 2020
Executive Managing Officer (to present)[Current responsibilities]
Assistant to the President

10,158[Reasons for nomination as a candidate for Director]
Mr. Haruhiko Segawa has extensive experience and considerable insight, nurtured intechnical and research divisions. Since April 2018, he has served as Managing
Officer in charge of both the Research & Development Division and the Technical
Division, appropriately fulfilling his roles and responsibilities. We therefore propose
his election as a Director in order to realize the sustainable enhancement of corporate
value of the Company.
(Notes)1. No conflicts of interest exist between the Company and candidates.
2. Messrs. Takao Miyatani, Iwao Okamoto, and Takeshi Uchiyamada are candidates for Outside Directors.
Terms of office of Messrs. Takao Miyatani and Iwao Okamoto as Outside Directors will reach five years at theconclusion of this meeting, and that of Mr. Takeshi Uchiyamada will reach two years at the conclusion of this meeting.
3. Messrs. Takao Miyatani and Iwao Okamoto are candidates for Independent Directors under the provisions of theTokyo Stock Exchange, etc.
4. The Company has concluded liability limitation agreements with Mr. Takao Miyatani, Mr. Iwao Okamoto and Mr.
Takeshi Uchiyamada to limit their liability as stipulated in article 423-1 of the Companies Act up to the minimum
amount stipulated in article 425-1 of the Companies Act, in accordance with the Articles of Incorporation. If theelection of Mr. Takao Miyatani, Mr. Iwao Okamoto and Mr. Takeshi Uchiyamada is approved under this proposal, theCompany intends to conclude the same liability limitation agreement with them.
5. The terms of office of the Directors are stated as of the conclusion of this meeting.

- 12 -