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, 2017
To Shareholders with Voting Rights:
Tetsuo AgataPresident
JTEKT Corporation
3-5-8 Minami-semba, Chuo-ku,Osaka, JapanNOTICE OF
THE 117TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continuous support.
You are cordially invited to attend the 117th 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 27, 2017, Japan time.
1. Date and Time:

Wednesday, June 28, 2017 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
117th Fiscal Year (April 1, 2016 - March 31, 2017) 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 117th Fiscal Year(April 1, 2016 - March 31, 2017)
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 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 28, 2017 (Wednesday),
10:00 a.m.

Deadline for voting:
The Form must be received by
5:40 p.m., Tuesday, June 27,
2017.

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., Tuesday, June 27,
2017.

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 ElectronicExercise 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.
Please note that the consolidated financial statements and the non-consolidated financial statements auditedrespectively 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 above-mentioned website, 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 (http://www.jtekt.co.jp).

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

Appropriation of Surplus

We propose the appropriation of surplus as follows:
1. Matters related to other appropriation of surplus
We request approval for the reversal of general reserve in order to carry out continuous and stabledividend payments to the shareholders.
(1) Item and amount of surplus to be increased
Retained earnings brought forward
15,000,000,000 yen(2) Item and amount of surplus to be decreased
General reserve
15,000,000,000 yen
2. Matters related to the year-end dividend:
In consideration of the business results of the 117th Fiscal Year and business development in the future,
we propose the year-end dividend for the fiscal year under review as follows:(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: 7,203,303,975 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, 2017-3-Proposal 2:

Election of 11 Directors

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

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1974

Seiichi Sudo
(April 21, 1951)
1<Reappointed>
Term of office
as a Director:
1 yearTetsuo Agata(April 26, 1953)
2<Reappointed>
Term of office
as a Director:
4 years

Seiho Kawakami(December 23, 1953)
3<Reappointed>
Term of office
as a Director:
7 years

January 2012
June 2013
April 2016
June 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
Advisor of the Company
Chairman (to present)[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. He has served as Representative Director and Chairman of theCompany since 2016 and has appropriately supervised the management of theCompany toward the sustainable enhancement of corporate value and thereinforcement of corporate governance from a wide perspective and heightened
viewpoints backed by experience. We therefore propose his re-election as a Director
in order to promote group management and reinforce the corporate governance of theCompany.
Joined Toyota Motor Co., Ltd. (currently Toyota Motor
April 1976
Corporation)
Managing Officer, Toyota Motor Corporation
June 2004
Senior Managing Director, Toyota Motor Corporation
June 2008
Advisor, Toyota Industries CorporationMay 2011
Executive Vice President, Toyota Industries Corporation
June 2011
Advisor of the Company
May 2013
President (to present)
June 2013

20,00048,730[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 1978
Joined Toyota Motor Co., Ltd. (currently Toyota MotorCorporation)
June 2006
Managing Officer, Toyota Motor Corporation
June 2010
Senior Executive Director of the Company
June 2013
Executive Vice President (to present)[Current responsibilities]
TQM Promotion Dept., R&D Headquarters, Steering Systems Business Headquarters
14,070[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 reliable productknowledge based on his abundant experience in the engineering and research divisions
and has also acquired extensive experience and considerable insight as a director in
charge of the Steering Systems Business Headquarters of the Company. We therefore
propose his re-election as a Director in order to surely promote the sustainable growth
and the reinforced corporate governance of the Company.

-4-No.

Name(Date of birth)

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

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

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

Number ofshares of theCompany held

Joined the CompanyDirector
Managing Officer
Executive Managing Officer
Executive Director
Senior Executive Director
Executive Vice President (to present)[Current responsibilities]
Safety & Health Control Dept., Machine Tools and Mechatronics Operations
Headquarters

30,500[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 director in charge of the Bearing Operations Headquarters and the Machine Tools
and Mechatronics Operations Headquarters, two of the Company’s fourBusiness/Operations Headquarters. We therefore propose his re-election as aDirector in order to surely promote the sustainable growth and the reinforced
corporate governance of the Company.
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
Motor CorporationApril 2011
Advisor of the Company
June 2011
Managing Officer
June 2012
Executive Director
June 2014
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 abundant experience inpurchasing and has garnered extensive experience and considerable insight as adirector in charge of the Production Engineering Headquarters and Production
Administration Headquarters. We therefore propose his re-election as a Director inorder to realize the sustainable enhancement of corporate value of the Company.

-5-15,940

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)
6<Reappointed>
Term of officeas a Director:
4 years

7<Reappointed>
Term of office
as a Director:
3 years

Tomokazu
Takahashi(January 17, 1958)
8<Reappointed>
Term of office
as a Director:
1 yearJoined the Company
Senior General Manager
Managing Officer
Executive Managing Officer
Executive Director
Senior Executive Director (to present)[Current responsibilities]
Quality Management Headquarters, Bearing Operations Headquarters

11,130[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 the field of engineering and quality control and has garnered extensive experienceand considerable insight as a director in charge of the Bearing Operations Headquarters.
We therefore propose his re-election as a Director in order to realize the sustainableenhancement of corporate value of the Company.
April 1979
February 2002

Hiroyuki Kaijima(August 26, 1956)

Number ofshares of theCompany held

June 2003
June 2005
January 2006
June 2012
June 2014

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 (to present)[Current responsibilities]
Sales & Marketing Headquarters

10,780[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 of theregional headquarters in North America, as well as through his performance of duties asa director in charge of the Sales & Marketing Headquarters. We therefore propose hisre-election as a Director in order to realize the sustainable enhancement of corporate
value of the Company.
April 1981
Joined the CompanyJanuary 2006
General Manager, Automotive Sales Planning Dept.
June 2008
Managing Officer
April 2013
Executive Managing AdvisorApril 2014
Executive Managing Officer
June 2016
Executive Director (to present)[Current responsibilities]
Corporate Management Headquarters[Reasons for nomination as a candidate for Director]
Mr. Tomokazu Takahashi 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 of theregional headquarters in North America and Europe, as well as through his performanceof duties as a director in charge of the Corporate Management Headquarters. We
therefore propose his re-election as a Director in order to realize the sustainableenhancement of corporate value of the Company.

-6-7,090

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1986
August 2010

TakumiMatsumoto(April 9, 1961)
9<Reappointed>

April 2015October 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 Headquarters[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 reliable productknowledge based on his abundant experience in the engineering and development
divisions. He has also garnered extensive experience and considerable insight throughhis performance of duties as a director in charge of the Driveline Systems Business
Headquarters of the Company. We therefore propose his re-election as a Director inorder to realize the sustainable enhancement of corporate value of the Company.
April 1963
Joined Toyota Motor Co., Ltd. (currently Toyota MotorCorporation)
July 1995
General Manager (Senior General Manager), IT Engineering
Dept., Toyota Motor Corporation
Takao Miyatani
January 1999
Seconded to YUTAKA SEIMITSU KOGYO LTD., equivalent to(December 24,Counselor, Toyota Motor Corporation1940)
June 1999
President, YUTAKA SEIMITSU KOGYO LTD.
May 2000
Vice Chairman, JAPAN GEAR MANUFACTURERS<Reappointed>
ASSOCIATION<Outside Director>
10May 2005
Chairman, JAPAN GEAR MANUFACTURERS ASSOCIATION<IndependentJune 2015
Director of the Company (to present)
Director>

2,240

Term of office
as a Director:
1 yearTerm of office
as a Director:
2 years[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.

-7-2,000

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1970
September 1999
January 2001
July 2002
October 2003

Iwao Okamoto(June 25, 1946)

October 2005
April 2006
June 2007<Reappointed>
April 2009
<Outside Director>
11<IndependentJuly 2009
Director>
Term of office
as a Director:
2 years

May 2011
June 2015Joined 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 (to present)
Director of the Company (to present)

Number ofshares of theCompany held0[Reasons for nomination as a candidate for Outside 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 re-election as a Director
to enable him to duly supervise the management as an Outside Director toward thesustainable enhancement of corporate value of 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 two years 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.
Iwao Okamoto are approved as proposed, the Company intends to continue the liability limitation agreements withthem.
5. The terms of office of the Directors are stated as of the conclusion of this meeting.

-8-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 178,500,000 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 ofDirectors.

-9-