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, 2015
To Shareholders with Voting Rights:
Tetsuo AgataPresident
JTEKT Corporation
3-5-8 Minami-semba, Chuo-ku,Osaka, JapanNOTICE OF
THE 115TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continuous support.
You are cordially invited to attend the 115th Annual General Meeting of Shareholders of JTEKTCorporation (the “Company”). The meeting will be held for the purposes described below.
If you are unable to attend the meeting, you can exercise your voting rights either in writing or via theInternet.
Please follow “Guidance on Exercising Your Voting Rights” on page 2 of the attached Reference
Documents for the General Meeting of Shareholders and exercise your voting rights by no later than 5:40 p.m.
on Wednesday, June 24, 2015, Japan time.
1. Date and Time:Thursday, June 25, 2015 at 10:00 a.m. Japan time

2. Place:

Kujaku Room, 4F, Hotel Nikko Osaka located at
1-3-3 Shinsaibashi, Chuo-ku, Osaka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
115th Fiscal Year (April 1, 2014 - March 31, 2015) 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 115th Fiscal Year(April 1, 2014 - March 31, 2015)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Ten Directors
Proposal 3:
Payment of Directors’ Bonuses
Proposal 4:
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 asshareholders, their Voting Rights Exercise Forms for voting as proxies, and documents certifying their status
as proxies.

-1-

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:June 25, 2015 (Thursday),
10:00 a.m.

Deadline for voting:
The Form must be received by
5:40 p.m., Wednesday, June24, 2015.

Via the Internet
Please visit the website
designated by the Company forthe exercise of voting rights(http://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 24,2015.

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.

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(http://www.jtekt.co.jp) in accordance with laws and regulations and the provisions of Article 14 of theArticles of Incorporation of the Company. Therefore, they are not stated in this convocation notice.
- If there is any need for revision, the revised documents will be posted on the Company’s website
immediately (http://www.jtekt.co.jp).

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

In consideration of the business results of the 115th Fiscal Year and business development in the future,
we propose the appropriation of surplus for the fiscal year under review as follows:
Matters related to the year-end dividend:(1) Matters related to the distribution of dividend properties to shareholders and the total dividend for thefiscal year under review
Payment of 20 yen per share of common stock
Total: 6,860,441,340 yen
Combined with the interim dividend (14 yen per share), the total annual dividend for the fiscal year
under review will be 34 yen per share of common stock.
(2) Effective date of the dividend from surplus
June 26, 2015

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation(1) Reasons for the Amendments
Pursuant to the enforcement of the Act for Partial Revision of the Companies Act (Act No. 90 of 2014)
effective as of May 1, 2015, the scope of directors and Members of the Audit & Supervisory Board withwhom liability limitation agreements may be concluded has been changed. In accordance with thischange, we propose partial amendments to the Articles of Incorporation of the Company. All Members of
the Audit & Supervisory Board have consented to this amendment.
(2) Contents of the Amendments
The details of the proposed amendments are as follows:(Underlined parts are amended.)

Current Articles of Incorporation

Proposed Amendments

Section 4. Directors and the board of
directors

Section 4. Directors and the board of
directors

Article 25. (Discharge of directors from responsibility Article 25. (Discharge of directors from responsibility
and agreements limiting liability)
and agreements limiting liability)
1)(Omitted)
1)(Unchanged)2)
In accordance with article 427-1 of the2)In accordance with article 427-1 of theCompanies Act, the Company may limit theCompanies Act, the Company may limit theliability of an outside director in regard to theliability of a director (excluding managing
actions stipulated in article 423-1 of theofficer, etc.) in regard to the actions stipulated inarticle 423-1 of the Companies Act throughCompanies Act through concluding with suchconcluding with such director a liability
outside director a liability limitation agreements
establishing the minimum liability stipulated inlimitation agreement establishing the minimum
article 425-1 of the Companies Act as theliability stipulated in article 425-1 of themaximum liability of such outside director.
Companies Act as the maximum liability of suchdirector.

Section 5. Members of the Audit &Supervisory Board and Audit &Supervisory Board

Section 5. Members of the Audit &Supervisory Board and Audit &Supervisory Board

Article 32. (Discharge of Members of the Audit &Article 32. (Discharge of Members of the Audit &Supervisory Board from responsibility
Supervisory Board from responsibility andand agreements limiting liability)
agreements limiting liability)
1)(Omitted)
1)(Unchanged)2)
In accordance with article 427-1 of the2)In accordance with article 427-1 of theCompanies Act, the Company may limit theCompanies Act, the Company may limit theliability of an outside Member of the Audit &liability of a Members of the Audit &Supervisory Board in regard to the actions
Supervisory Board in regard to the actions
stipulated in article 423-1 of the Companies Act
stipulated in article 423-1 of the Companies Act
through concluding with such outside Members
through concluding with such Member of theof the Audit & Supervisory Board a liability
Audit & Supervisory Board a liability limitation
limitation agreement establishing the minimum
agreement establishing the minimum liability
liability stipulated in article 425-1 of the
stipulated in article 425-1 of the Companies Act
Companies Act as the maximum liability of suchas the maximum liability of such Members ofoutside Members of the Audit & Supervisory
the Audit & Supervisory Board.
Board.

-4-Proposal 3:

Election of 10 Directors

The terms of office of all 10 Directors will expire at the conclusion of this Annual General Meeting ofShareholders. Accordingly, the election of 10 Directors is proposed.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1971

1

Atsushi Niimi(July 30, 1947)<Reappointed>

2

Tetsuo Agata(April 26, 1953)<Reappointed>

Joined Toyota Motor Co., Ltd. (currently Toyota MotorCorporation)June 2000
Member of the Board of Directors, Toyota Motor Corporation
June 2003
Managing Officer, Toyota Motor Corporation
June 2004
Member of the Board of Directors, Toyota Motor Corporation
Senior Managing Director, Toyota Motor Corporation
June 2005
June 2009
Executive Vice President, Member of the Board of Directors,
Toyota Motor Corporation
June 2009
Member of the Audit & Supervisory Board of the Company
June 2013
Chairman of the Board (to present)[Significant concurrent positions]
Outside Director of Yamaha Motor Co., Ltd.
Joined Toyota Motor Co., Ltd. (currently Toyota MotorApril 1976
Corporation)
Managing Officer, Toyota Motor Corporation
June 2004
Senior Managing Director, Toyota Motor Corporation
June 2008
Advisor, Toyota Industries Corporation
May 2011
Vice President, Toyota Industries Corporation
June 2011
Advisor of the Company
May 2013
President (to present)
June 2013

Number ofshares of theCompany heldApril 1978

345

Joined Toyota Motor Co., Ltd. (currently Toyota MotorCorporation)
Managing Officer, Toyota Motor Corporation
Senior Executive Director of the Company
Executive Vice President (to present)

Seiho Kawakami
June 2006(December 23, 1953) June 2010
June 2013[Responsibilities]<Reappointed>
TQM Propotion Dept., R&D Headquarters, Automotive Systems Business
Headquarters
April 1975
Joined the CompanyJune 2004Director
June 2005
Managing Officer
June 2008
Executive Managing Officer
Masakazu Isaka(November 1, 1952) June 2010
Executive Director
June 2011
Senior Executive Director<Reappointed>
June 2013
Executive Vice President (to present)[Responsibilities]
Safety & Health Control Dept., Machine Tools and Mechatronics operations
Headquarters
April 1977
Joined Toyota Motor Co., Ltd. (currently Toyota MotorCorporation)
January 2007
Seconded to Toyota Motor Engineering & Manufacturing North
America, Inc. (TEMA), equivalent to General Manager, Toyota
Atsushi KumeMotor Corporation(September 22,April 2011
Advisor of the Company1954)
June 2011Managing Officer
June 2012
Executive Director<Reappointed>
June 2014
Senior Executive Director (to present)[Responsibilities]
Export Control Dept., Production Engineering Headquarters, Purchasing
Headquarters, Production Administration Headquarters-5-

11,00044,20012,60023,70014,000No.

678

910Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

April 1980
Joined the Company
January 2008
Senior General Manager
June 2009Managing Officer
Hiroyuki Miyazaki
June 2012
Executive Managing Officer(May 23, 1956)
June 2013
Executive Director
October 2014
Senior Executive Director (to present)<Reappointed>[Responsibilities]
Quarlity Business Revolution Office, Quality Management Headquarters, Bearing
Operation Headquarters
April 1979
Joined Toyoda Machine Works Ltd.
February 2002
General Manager, Overseas Business Dept., Toyoda Machine
Hiroyuki Kaijima
Works Ltd.
(August 26, 1956)
June 2003
Director, Toyoda Machine Works Ltd.
June 2005
Managing Officer, Toyoda Machine Works Ltd.
January 2006
Managing Officer of the Company<Reappointed>
June 2012
Executive Managing Officer
June 2014
Executive Director (to present)
April 1981
Joined Toyoda Machine Works Ltd.
January 2007
Senior General Manager of the Company
Shinji Uetake
January 2009
General Manager, Development Dept., Machine Tools and(December 17, 1955)
Mechatronics operations Headquarters
June 2009Managing Officer<Reappointed>
June 2013
Executive Managing Officer
June 2014
Executive Director (to present)
April 1963
Joined Toyota Motor Co., Ltd. (currently Toyota MotorCorporation)
July 1995
General Manager (Senior General Manager), IT Engineering
Takao Miyatani
Dept., Toyota Motor Corporation(December 24, 1940)
January 1999
Seconded to YUTAKA SEIMITSU KOGYO LTD., equivalent
to Counselor, Toyota Motor Corporation<Newly appointed>
President, YUTAKA SEIMITSU KOGYO LTD.
<Outside Director> June 1999
<IndependentMay 2000
Vice Chairman, JAPAN GEAR MANUFACTURERS
Director>
ASSOCIATION
May 2005
Chairman, JAPAN GEAR MANUFACTURERS
ASSOCIATION
April 1970
Joined the Ministry of International Trade and Industry (MITI)(currently Ministry of Economy, Trade and Industry (METI))
September 1999 Director-General, Basic Industries Bureau, MITI
January 2001
Director-General, Manufacturing Industries Bureau, METI
July 2002
Director-General, Agency for Natural Resources and Energy
October 2003
Senior Executive Director, Japan Bank for International
Iwao Okamoto
Cooperation(June 25, 1946)
October 2005
Managing Executive Officer, SUMITOMO CORPORATION
April 2006
Senior Managing Executive Officer, SUMITOMO<Newly appointed>
CORPORATION<Outside Director>
June 2007
Representative Director, Senior Managing Executive Officer,<Independent
SUMITOMO CORPORATION
Director>
April 2009
Representative Director, Assistant to President and CEO,SUMITOMO CORPORATION
July 2009
President, Japan Cooperation Center for the Middle East(JCCME)
May 2011
President Executive, JAPAN-CHINA ECONOMIC
ASSOCIATION (to present)

Number ofshares of theCompany held

8,100

9,140

4,500

2,0000(Notes)
1. No conflicts of interest exist between the Company and above candidates.
2. Messrs. Takao Miyatani and Iwao Okamoto are candidates for Outside Directors.
3. Messrs. Takao Miyatani and Iwao Okamoto are candidates for independent directors under the provisions of the Tokyo-6-4.

Stock Exchange, etc.
Reasons for their nomination as Outside Directors and liability limitation agreement(1) Reasons for their nomination as Outside Directors
1) Mr. Takao Miyatani has acquired extensive experience and broad knowledge through his many years ofinvolvement in manufacturing as a business manager and chairman of industrial organizations and is expected toprovide valuable opinions and advice on the management of the Company. We therefore propose his election as
an Outside Director.
2) Mr. Iwao Okamoto has acquired broad knowledge and extensive experience in industrial and economic
activities in Japan and abroad through his service in significant positions in various organizations such as theMinistry of Economy, Trade and Industry and the JAPAN-CHINA ECONOMIC ASSOCIATION and is expected
to provide valuable opinions and advice on the management of the Company. We therefore propose his election as
an Outside Director.
(2) Liability limitation agreement
If elections of Mr. Takao Miyatani and Mr. Iwao Okamoto are approved as proposed, the Company intends toconclude a liability limitation agreement with each of them to limit the liability each bears as stipulated in article
423-1 of the Companies Act up to the minimum amount stipulated in article 425-1 of the Companies Act, inaccordance with the Articles of Incorporation.

-7-Proposal 4:

Payment of Directors’ Bonuses

In consideration of the business results of the fiscal year under review, we propose the payment ofDirectors’ bonuses in the total amount of 204,700,000 yen to 10 Directors in office as of the end of the fiscal
year under review. We also propose that decisions on the payment date, payment method, and amounts to beallocated to the respective directors be entrusted to the Board of Directors.

-8-