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 6, 2019
To Shareholders with Voting Rights:
Tetsuo Agata
President
JTEKT Corporation
3-5-8 Minami-semba, Chuo-ku,
Osaka, JapanNOTICE OF
THE 119TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continuous support.
You are cordially invited to attend the 119th 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 and exercise your voting rights byreference to the attached Reference Documents for the General Meeting of Shareholders by no later than 5:40
p.m. on Tuesday, June 25, 2019, Japan time.
1. Date and Time:

Wednesday, June 26, 2019 at 10:00 a.m. Japan time

2. Place:

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

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
119th Fiscal Year (April 1, 2018 - March 31, 2019) 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 119th Fiscal Year
(April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 11 Directors
Proposal 2:
Election of 1 Member of the Audit & Supervisory Board
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 as
shareholders, their Voting Rights Exercise Forms for voting as proxies, and documents certifying their status
as proxies.

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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 26, 2019 (Wednesday),
10:00 a.m.

Deadline for voting:
The Form must be received by
5:40 p.m., Tuesday, June 25,
2019.

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., Tuesday, June 25,
2019.

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 inaccordance with laws and regulations and the provisions of Article 14 of the Articles of Incorporation of theCompany. 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 theconsolidated 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 posted on the Company’s website prior to the mail-out of this Noticefrom a perspective of early provision of information.
The Company’s website ▶ (https://www.jtekt.co.jp)
The Company’s website (English) ▶ (https://www.jtekt.co.jp/e/)-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 119th Fiscal Year and business development in the future,
we propose the appropriation of surplus as follows:1.

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 22 yen per share of common stock
Total: 7,546,220,132 yen
Combined with the interim dividend (22 yen per share), the total annual dividend for the fiscal year
under review will be 44 yen per share of common stock.
(2) Effective date of the dividend from surplus
June 27, 20192.

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

Items with increased surplus and its amount
General reserve
30,000,000,000 yen
Items with decreased surplus and its amount
Retained earnings brought forward
30,000,000,000 yen

(2)

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Proposal 2:

Election of 11 Directors

The terms of office of all 12 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of 11 Directors is proposed.
The candidates are as follows:
No.

Current positions and responsibilities at
the Company

Name

1

<Reappointed>

Tetsuo Agata

2<Reappointed>

Hiroyuki Kaijima

3<Reappointed>

Takumi Matsumoto

4<Reappointed>

Makoto Sano

5

<Reappointed>

Shinji Kato

6

<Reappointed>

Hirofumi Matsuoka

7<Outside Director><Independent Director>

8<Outside Director><Independent Director>

President
Senior Executive Director
Sales & Marketing Division
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

<Reappointed>

Takao Miyatani

Director

Iwao Okamoto

Director<Reappointed>

9<Reappointed><Outside Director>

Takeshi Uchiyamada

Director

10<Newly appointed>

Katsumi Yamamoto-

11<Newly appointed>

Kazuhisa Makino

Executive Managing Officer
Corporate Division

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No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1976

Tetsuo Agata(April 26, 1953)
1<Reappointed>
Term of office
as a Director:
6 years

Hiroyuki Kaijima(August 26, 1956)
2<Reappointed>
Term of office
as a Director:
5 years

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

June 2004
June 2008
May 2011
June 2011
May 2013
June 2013

Number ofshares of theCompany held

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
Managing Officer, Toyota Motor Corporation
Senior Managing Director, Toyota Motor Corporation
Advisor, Toyota Industries Corporation
Executive Vice President, Toyota Industries Corporation
Advisor of the Company
President (to present)
53,353[Reasons for nomination as a candidate for Director]
Mr. Tetsuo Agata has served as Representative Director and President of theCompany since 2013 and has appropriately supervised the management toward thereinforcement of the corporate governance and the enhancement of the corporate
value. He has a good personality with high ethical standards and fairness, and has
extensive experience and considerable insight as a business manager. We therefore
propose his re-election as a Director in order to promote group management andreinforce the corporate governance of the Company.
April 1979
Joined Toyoda Machine Works Ltd.
February 2002
General Manager, Overseas Business Dept., Toyoda MachineWorks Ltd.
June 2003
Director, Toyoda Machine Works Ltd.
June 2005
Managing Officer, Toyoda Machine Works Ltd.
January 2006
Managing Officer of the Company
June 2012
Executive Managing Officer
June 2014
Executive Director
June 2018
Senior Executive Director (to present)[Current responsibilities]
Sales & Marketing Division

11,552[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 1986
Joined Toyota Motor Corporation
August 2010
General Manager, BR-Electric Vehicle/Charge System
Development Dept., Toyota Motor Corporation
April 2015
Managing Officer of the Company
October 2015
Executive Managing Officer
June 2016
Executive Director (to present)[Current responsibilities]
Driveline Systems Business Unit

4,554

[Reasons for nomination as a candidate for Director]
Mr. Takumi Matsumoto 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 the engineering and development divisions. He has also
garnered extensive experience and considerable insight through fulfilling his duties asa director in charge of the Driveline Systems Business Unit of the Company. We
therefore propose his re-election as a Director in order to realize the sustainableenhancement of corporate value of the Company.

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No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1981
January 2007

Makoto Sano
(August 17, 1957)
4<Reappointed>
Term of office
as a Director:
1 yearMarch 2014
April 2014
April 2015
June 2018<Reappointed>
Term of office
as a Director:
1 yearHirofumi Matsuoka(December 25, 1961)
6<Reappointed>
Term of office
as a Director:
1 year6,807[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.

July 2010

5

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
General Manager, Administrative Section, Tahara Plant, Toyota
Motor Co., Ltd.
Senior General Manager, the Company
Managing Officer
Executive Managing Officer
Executive Director (to present)[Current responsibilities]
Production Support Division

April 1981

Shinji Kato
(February 7, 1958)

Number ofshares of theCompany held

January 2017
April 2017
June 2018

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

4,973

[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

6,908

[Reasons for nomination as a candidate for Director]
Mr. Hirofumi Matsuoka 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 steering systems division. He has also
garnered extensive experience and considerable insight through fulfilling his duties
as a director in charge of the Steering Systems Business Unit. We therefore propose
his re-election as a Director in order to realize the sustainable enhancement ofcorporate value of the Company.

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No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1963
July 1995

Takao Miyatani(December 24, 1940)

7<Reappointed><Outside Director><Independent
Director>
Term of office
as a Director:
4 years

Iwao Okamoto(June 25, 1946)

8<Reappointed><Outside Director><Independent
Director>
Term of office
as a Director:
4 years

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.
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
Cooperation
October 2005
Managing Executive Officer, SUMITOMO CORPORATION
April 2006
Senior Managing Executive Officer, SUMITOMOCORPORATION
June 2007
Representative Director, Senior Managing Executive Officer,
SUMITOMO CORPORATION
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
June 2015
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.

-7-

Number ofshares of theCompany held

2,000

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 2012

9

Takeshi Uchiyamada(August 17, 1946)

June 2013<Reappointed><Outside Director>

June 2018

Term of office
as a Director:
1 yearKatsumi Yamamoto(February 27, 1959)
10<Newly appointed>

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)

Number ofshares of theCompany held

8,300

[Current responsibilities]
Chairman of the Board of Directors, Toyota Motor Corporation
Outside Audit & Supervisory Board Member, Toyoda Gosei Co., Ltd.
Outside Audit & Supervisory Board Member, TOKAI RIKA CO., LTD.
[Reasons for nomination as a candidate for 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 themanagement toward the sustainable enhancement of corporate value of the Company
and propose his election as a Director.
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. (to present)
8,320[Reasons for nomination as a candidate for Director]
Mr. Katsumi Yamamoto has abundant experience and considerable insight garneredin production administration and has considerable experience as a business manager
from serving as President of DAIBEA Co., Ltd., an affiliate of the Company, sinceJune 2016. We therefore propose his election as a Director in order to realize thesustainable 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
June 2010
June 2011
April 2015

11

Kazuhisa Makino(May 11, 1957)

Number ofshares of theCompany held

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

7,777<Newly appointed>[Reasons for nomination as a candidate for Outside Director]
Mr. Kazuhisa Makino has abundant experience and considerable insight garnered incorporate management and has fulfilled his roles and responsibilities appropriately asa managing officer in charge of the Corporate Division of the Company since April
2019. We therefore propose his election as a Director in order to realize thesustainable 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 four years at theconclusion of this meeting, and that of Mr. Takeshi Uchiyamada will reach one year at the conclusion of this meeting.
3. Messrs. Takao Miyatani and Iwao Okamoto are candidates for independent directors under the provisions of the Tokyo
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.

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Proposal 3:

Election of 1 Member of the Audit and Supervisory Board

The Company will increase the number of Members of the Audit and Supervisory Board by 1 to enhanceaudit system. Accordingly, the election of 1 Member of the Audit and Supervisory Board is proposed.
The Company has obtained the consent of the Audit & Supervisory Board on the submission of this
proposal.
The candidate is as follows:
No.

Name
(Date of birth)

Past experience and positions at the Company
October 1992
April 1996
January 2000

Yumiko Sakurai(March 1,1969)

1

Number ofshares of theCompany held

Joined Ito Accounting Office
Registered as Certified Public Accountant
President, Yumiko Sakurai Certified Public Accountant Office(to present)[Significant concurrent positions]Rresident, Yumiko Sakurai Certified Public Accountant OfficeOutside Auditor, Tosho Co., Ltd.
Outside Director, PROTO CORPORATION
Outside Director, I.K Co., Ltd.

<Newly appointed><Outside Member ofthe Audit &Supervisory Board> [Reasons for nomination as a candidate for Outside Member of the Audit &<Independent Member Supervisory Board]
Ms. Yumiko Sakurai has extensive insight in finance and accounting garneredof the Audit &Supervisory Board> through her career as a CPA. We expect her to oversee management of the Company
and provide us with appropriate suggestions and advices. She has not engaged incorporate management in the past other than as an Outside Director or Outside
Member of the Audit & Supervisory Board. However, due to the above reasons, wetherefore judge that she will be able to fulfill duties appropriately as an Outside
Member of the Audit & Supervisory Board.

-(Notes)1. No conflicts of interest exist between the Company and candidate.
2. Ms. Yumiko Sakurai is a candidate for Outside Member of the Audit & Supervisory Board.
3. Ms. Yumiko Sakurai is a candidate for independent Member of the Audit and Supervisory Board under the provisionsof the Tokyo Stock Exchange, etc.
4. If the election of Ms. Yumiko Sakurai is approved under this proposal, the Company intends to conclude liability
limitation agreements with her to limit her liability as stipulated in article 423-1 of the Companies Act up to theminimum amount stipulated in article 425-1 of the Companies Act, in accordance with the Articles of Incorporation.

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Proposal 4:

Payment of Directors’ Bonuses

In consideration of the business results of the fiscal year under review, we propose the payment of
Directors’ bonuses in the total amount of 151,100,000 yen to 9 Directors (excluding Outside Directors) inoffice as of the end of the fiscal year under review. We also propose that decisions on the payment date,payment method, and amounts to be allocated to the respective directors be entrusted to the Board of
Directors.

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