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 8, 2016
To Shareholders with Voting Rights:
Tetsuo AgataPresident
JTEKT Corporation
3-5-8 Minami-semba, Chuo-ku,Osaka, JapanNOTICE OF
THE 116TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continuous support.
You are cordially invited to attend the 116th 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 Monday, June 27, 2016, Japan time.
1. Date and Time:

Tuesday, June 28, 2016 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
116th Fiscal Year (April 1, 2015 - March 31, 2016) 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 116th Fiscal Year(April 1, 2015 - March 31, 2016)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 11 Directors
Proposal 2:
Payment of Directors’ Bonuses
Proposal 3:
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 statusas 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 28, 2016 (Tuesday),
10:00 a.m.

Deadline for voting:
The Form must be received by
5:40 p.m., Monday, June 27,
2016.

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., Monday, June 27,
2016.

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 116th 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 21 yen per share of common stock
Total: 7,203,355,740 yen
Combined with the interim dividend (21 yen per share), the total annual dividend for the fiscal year
under review will be 42 yen per share of common stock.
(2) Effective date of the dividend from surplus
June 29, 2016

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Proposal 2:

Election of 11 Directors

The terms of office of all 10 Directors will expire at the conclusion of this Annual General Meeting ofShareholders. The election of 11 Directors is proposed, for an increase by one to reinforce the management
structure.
The candidates are as follows:No.

Name(Date of birth)

Past experience, positions, responsibilities,and significant concurrent positions
April 1976

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

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

June 2006
June 2010
June 2013

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(December 23, 1953) [Current responsibilities]
TQM Promotion Dept., R&D Headquarters, Steering Systems BusinessHeadquarters<Reappointed>
Term of office
as a Director:
6 years

46,510[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 theenhancement of the corporate value. He has a good personality with high ethicalstandards and fairness, and has extensive experience and considerable insight as abusiness manager. We therefore propose his election in order to promote groupmanagement and reinforce the corporate governance of the Company.
April 1978

2

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

Number ofshares of theCompany held

[Reasons for nomination as a candidate for Director]
Mr. Seiho Kawakami has been engaged in corporate management as a Director andhas fulfilled his roles and responsibilities appropriately. He has garnered reliable
product knowledge in the engineering and research divisions and has also acquired
extensive experience and considerable insight as a General Manager for theAutomotive Systems Business Headquarters of the Company. We therefore propose
his election in order to surely promote the sustainable growth and reinforced
corporate governance of the Company.

-4-13,320

No.

Name(Date of birth)

Masakazu Isaka(November 1, 1952)
3<Reappointed>
Term of office
as a Director:
6 years

Past experience, positions, responsibilities,
and significant concurrent positions
April 1975
June 2004
June 2005
June 2008
June 2010
June 2011
June 2013

January 2007

Atsushi Kume
(September 22,1954)
4<Reappointed>
Term of office
as a Director:
4 years

Joined the CompanyDirector
Managing Officer
Executive Managing OfficerExecutive Director
Senior Executive Director
Executive Vice President (to present)[Current responsibilities]
Safety & Health Control Dept., Machine Tools and Mechatronics OperationsHeadquarters[Reasons for nomination as a candidate for Director]
Mr. Masakazu Isaka has been engaged in corporate management as a Director andhas fulfilled his roles and responsibilities appropriately. He has extensive
experience and considerable insight in production engineering. He also hasgarnered extensive experience and deep insight from a cross-sectoral perspective asa General Manager for the Bearing Operations Headquarters and the Machine Tools
and Mechatronics Operations Headquarters, two of the Company’s four OperationsHeadquarters. We therefore propose his election in order to surely promote thesustainable growth and reinforced corporate governance of the Company.
April 1977

April 2011
June 2011
June 2012
June 2014

Number ofshares of theCompany held

26,810Joined Toyota Motor Co., Ltd. (currently Toyota MotorCorporation)
Seconded to Toyota Motor Engineering & Manufacturing North
America, Inc. (TEMA), equivalent to General Manager, Toyota
Motor Corporation
Advisor of the Company
Managing Officer
Executive Director
Senior Executive Director (to present)[Current responsibilities]
Environment Control Dept., Export Control Dept., Production Engineering
Headquarters, Purchasing Headquarters, Production Administration Headquarters[Reasons for nomination as a candidate for Director]
Mr. Atsushi Kume 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 as a supervisor of business execution in theProduction Engineering Headquarters and Production Administration Headquarters
and Purchasing Headquarters. We therefore propose his election in order to realize
the sustainable enhancement of corporate value of the Company.

-5-14,680

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

April 1980
January 2008
June 2009
June 2012
June 2013
Hiroyuki Miyazaki October 2014
(May 23, 1956)
5<Reappointed>
Term of office
as a Director:
3 years

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

Joined the Company
Senior General Manager
Managing Officer
Executive Managing Officer
Executive Director
Senior Executive Director (to present)[Current responsibilities]
Quality Business Revolution Office, Quality Management Headquarters, BearingOperations Headquarters[Reasons for nomination as a candidate for Director]
Mr. Hiroyuki Miyazaki has been engaged in corporate management as a Director andhas fulfilled his roles and responsibilities appropriately. He is extensively experienced
in engineering and R&D and has garnered extensive experience and considerable
insight as a General Manager for the Bearing Operations Headquarters. We therefore
propose his election in order to realize the sustainable enhancement of corporate valueof the Company.
April 1979
February 2002
June 2003
June 2005
January 2006
June 2012
June 2014

Number ofshares of theCompany held

9,650

Joined Toyoda Machine Works Ltd.
General Manager, Overseas Business Dept., Toyoda
Machine Works Ltd.
Director, Toyoda Machine Works Ltd.
Managing Officer, Toyoda Machine Works Ltd.
Managing Officer of the Company
Executive Managing Officer
Executive Director (to present)[Current responsibilities]
Sales & Marketing Headquarters

10,380[Reasons for nomination as a candidate for Director]
Mr. Hiroyuki Kaijima 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 his involvement in the management ofsales and marketing activities and the management of overseas business entities inNorth America. We therefore propose his election in order to realize the sustainableenhancement of corporate value of the Company.

-6-No.

Name(Date of birth)

Past experience, positions, responsibilities,and significant concurrent positions
April 1963
July 1995

Takao Miyatani(December 24,1940)

7

January 1999
June 1999
May 2000<Reappointed><Outside Director> May 2005
<Independent
June 2015
Director>
Term of office
as a Director:
1 year

September 1999
January 2001
July 2002
October 2003
October 200582,000[Reasons for nomination as a candidate for 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 anOutside Director. We therefore propose his election to enable him to duly supervise themanagement as an Outside Director toward the sustainable enhancement of corporate
value of the Company.
April 1970

Iwao Okamoto(June 25, 1946)

Joined Toyota Motor Co., Ltd. (currently Toyota MotorCorporation)
General Manager (Senior General Manager), IT
Engineering Dept., Toyota Motor Corporation
Seconded to YUTAKA SEIMITSU KOGYO LTD.,equivalent to Counselor, 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)

Number ofshares of theCompany held

April 2006

June 2007<Reappointed><Outside Director>
April 2009
<Independent
Director>
July 2009
Term of office
May 2011
as a Director:
1 yearJune 2015

Joined the Ministry of International Trade and Industry(MITI) (currently Ministry of Economy, Trade andIndustry (METI))
Director-General, Basic Industries Bureau, MITI
Director-General, Manufacturing Industries Bureau, METI
Director-General, Agency for Natural Resources andEnergy
Senior Executive Director, Japan Bank for International
Cooperation
Managing Executive Officer, SUMITOMOCORPORATION
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 (to present)
Director of the Company (to present)[Reasons for nomination as a candidate for Director]
Mr. Iwao Okamoto has extensive experience and considerable insight in industrial andeconomic activities in Japan and abroad through his service in significant positions invarious organizations such as the Ministry of Economy, Trade and Industry and theJAPAN-CHINA ECONOMIC ASSOCIATION, and has supervised the management
appropriately as an Outside Director. We therefore propose his election to enable him to
duly supervise the management as an Outside Director toward the sustainableenhancement of corporate value of the Company.

-7-0

No.

Name(Date of birth)

Past experience, positions, responsibilities,and significant concurrent positions
April 1974
January 2012
June 2013

Seiichi Sudo
(April 21, 1951)

April 2016

Number ofshares of theCompany held

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

920,000<Newly appointed> [Reasons for nomination as a candidate for Director]
Mr. Seiichi Sudo has a good personality with high ethical standards and fairness andhas garnered extensive experience and considerable insight as a business manager inJapan and abroad. We therefore propose his election in order to realize the sustainableenhancement of corporate value of the Company and reinforce corporate governancefrom a wide perspective and heightened viewpoints backed by experience.
April 1981
January 2006
June 2008
April 2013
April 2014

10Tomokazu
Takahashi(January 17, 1958)

Joined the Company
General Manager, Automotive Sales Planning Dept.
Managing Officer
Executive Managing Advisor
Executive Managing Officer (to present)[Current responsibilities]
Corporate Planning Dept., Personnel and General Administration Division

6,190<Newly appointed> [Reasons for nomination as a candidate for Director]
Mr. Tomokazu Takahashi has garnered extensive experience and considerable insight
through his involvement in the management of sales and marketing activities and themanagement of overseas business entities in North America and Europe. We therefore
propose his election in order realize the sustainable enhancement of corporate value ofthe Company.
April 1986
August 2010
April 2015
October 2015

11

TakumiMatsumoto(April 9, 1961)

Joined Toyota Motor Corporation
General Manager, BR-Electric Vehicle/Charge System
Development Dept., Toyota Motor Corporation
Managing Officer of the Company
Executive Managing Officer (to present)[Current responsibilities]
Driveline Systems Business Headquarters
1,130[Reasons for nomination as a candidate for Director]<Newly appointed> Mr. Takumi Matsumoto has acquired reliable product knowledge in the engineering anddevelopment divisions. He has also garnered extensive experience and considerable
insight through his involvement in corporate management as a Deputy General Manager
for the Automotive Systems Business Headquarters of the Company. We therefore
propose his election in order to realize the sustainable enhancement of corporate valueof the Company.
(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.
Their terms of office as Outside Directors 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 and Mr. Iwao Okamoto to limit
their liability as stipulated in article 423-1 of the Companies Act up to the minimum amount stipulated in article 425-1of the Companies Act, in accordance with the Articles of Incorporation. If elections of Mr. Takao Miyatani and Mr.

-8-5.

Iwao Okamoto are approved as proposed, the Company intends to continue the liability limitation agreements withthem.
The terms of office of the Directors are stated as of the conclusion of this meeting.

-9-

Proposal 3:

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 168,925,000 yen to 8 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 ofDirectors.

- 10 -