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 shall prevail.

Securities Code: 8154
June 10, 2019
To all of our shareholders
Ryoichi Kado
President & COO
KAGA ELECTRONICS CO., LTD.
20 Kandamatsunagacho, Chiyoda-ku, Tokyo, Japan

Notice of the 51st Ordinary General Meeting of Shareholders
We hereby inform you of the 51st ordinary general meeting of shareholders of KAGA ELECTRONICS CO., LTD.
(the “Company”) to be held as follows and your attendance is most sincerely requested.
If you are unable to attend the general meeting, you can exercise your voting rights through either of the following
methods. Please read the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by no later than 5:30 p.m. on June 26, 2019 (Wednesday) (Japan Time), the day before the day on
which the general meeting will be held.
[Exercising voting rights in writing]
Please express your approval or disapproval of the proposals in the enclosed Exercise Voting Rights Form andreturn the form to us to arrive by the aforementioned deadline.
[Exercising voting rights via the Internet, etc.]
After reviewing the “Instructions on Exercise of Voting Rights via the Internet, etc.” (available in Japanese only),please access the Company’s designated voting website (https://evote.tr.mufg.jp/), follow the instructions on thescreen, and enter your approval or disapproval of the proposals by the aforementioned deadline.
1. Date and Time
2. Place

10:00 a.m. on June 27, 2019 (Thursday) (Japan Time)
Akihabara Business Center 5F, AP Akihabara
1-1 Akihabara, Taito-ku, Tokyo
3. Agenda of the Meeting
Matters to be reported
1. The Business Report and Consolidated Financial Statements for the 51st fiscal year (from April 1, 2018 toMarch 31, 2019), and results of the Audit Reports by the Accounting Auditor and the Board of Auditors of
the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the 51st fiscal year (from April 1, 2018 to March 31, 2019)
Matters to be resolved
Proposal No. 1:
Distribution of Surplus
Proposal No. 2:
Partial Amendments to the Articles of Incorporation
Proposal No. 3:
Election of Ten (10) Directors
Proposal No. 4:
Election of Two (2) Auditors
If you attend the meeting in person, please present the enclosed Exercise Voting Rights Form at the reception on arrival at the meeting.
Of the documents that the Company needs to provide along with this notice, Notes to the Consolidated Financial Statements and Notes
to the Non-consolidated Financial Statements are posted on the Company’s website on the Internet (https://www.taxan.co.jp) in
accordance with laws and regulations and the provision in Article 16 of the Company’s Articles of Incorporation. Therefore, they are
not included in this Notice of the Ordinary General Meeting of Shareholders.
These matters are included in the Consolidated Financial Statements and Non-consolidated Financial Statements audited at the timethat the Auditor prepared the Audit Report and the Accounting Auditor prepared the Accounting Audit Report.

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In the event of any changes to the Reference Documents for the General Meeting of Shareholders or the Business Report, Nonconsolidated Financial Statements and Consolidated Financial Statements, they will be posted on the Company’s website on theInternet (https://www.taxan.co.jp).

-2-Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Distribution of Surplus

The Company intends to distribute the surplus as follows.
Matters related to year-end dividends
We propose a year-end dividend for the 51st fiscal year as follows, taking into account the Company’s businessresults in the fiscal year under review and business development, etc. going forward.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and the total amountThe Company proposes a regular dividend of 40 yen per share of common stock of the Company plus a
special dividend of 5 yen, for a total dividend payout of 45 yen per share. Note that the total amount of thedividends in this case will be 1,235,223,945 yen.
As a result, combined with the interim dividend of 35 yen per share already paid, the annual dividend payout
will be 80 yen per share and the total amount of the annual dividends will be 2,195,435,750 yen.
(3) Effective date of distribution of surplus
It is planned to be June 28, 2019.

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Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1. Reason for the Amendments
To prepare for future business development, provisions will be added to the business purposes set forth in
Article 2 of the current Articles of Incorporation to enable the company to engage in the sale of aircraft, such as
helicopters and drones, and in all related business. Other provisions shall also be added to Article 2 in order tocoordinate the language.
2. Details of the Amendments
The details of the amendments are as follows:
Underlined text indicates changes
Proposed Amendments
Chapter 1. General Provisions

Current Articles of Incorporation
Chapter 1. General Provisions
Article 2. Purpose
The purpose of the Company shall be to engage in thefollowing businesses.
1. Sale and import/export of the following goods (products,
semi-finished products, parts, and accessories)(1) - (6) [Omitted](7) Electronic toys, musical instruments, sporting goods,
automobiles, bicycles and other vehicles, ships,
precious metal products;(8) [Omitted]
2-3. [Omitted]
4. Land transportation business, maritime transportation
business, air transportation business, and brokering for
those businesses.

5-28. [Omitted]

Article 2. Purpose
The purpose of the Company shall be to engage in thefollowing businesses.
1. Sale and import/export of the following goods (products,
semi-finished products, parts, and accessories)(1) - (6) [No change](7) Electronic toys, musical instruments, sporting goods,
automobiles, bicycles and other vehicles, ships,
aircraft, unmanned aircraft, precious metal products;(8) [No change]
2-3. [No change]
4. Land transportation business, maritime transportation
business, air transportation business, aircraft use business,
unmanned aircraft use business, aircraft maintenancebusiness, heliport installation business, and brokering for
those businesses.
5-28. [No change]-4-

Proposal No. 3:

Election of Ten (10) Directors

We propose that ten (10) directors be elected as the terms of office of all ten (10) current directors will expire at theconclusion of this general meeting.
Candidates for director are as follows.
Candidate
No.

Name

Position and responsibilities in the Company

Candidate attributes

1

Isao Tsukamoto

Founder & CEO-

Reelection

2

Ryoichi Kado

President & COO-

Reelection

3

Shinsuke Takahashi-

Reelection

4

Shintaro Kakei-

Reelection

5

Eiji Kawamura

Managing Director

6Motonori Toshinari

Director

7

Mitsuhiro Nohara

Director

8

Susumu Miyoshi

Outside Director-

9

Akira Tamura

Outside Director-

10

Noritomo Hashimoto--

Senior Managing
Director
Senior Managing
Director

Head of Administration
Headquarters
Manager of EMS
Business Division
Division Manager ofElectronics Business
Division-5-

Reelection
Reelection
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

Attendance atBoard of Directors
meetings
15/16(93.8%)
16/16(100%)
16/16(100%)
16/16(100%)
16/16(100%)
16/16(100%)
16/16(100%)
16/16(100%)
16/16(100%)-

Candidate
No.

Name
(Date of birth)
Isao Tsukamoto(September 1, 1943)
Reelection

1

2

3

Career summary, position and responsibilities in the Company
Sept. 1968

Established Kaga Electronics Co., Ltd.
President & CEO
Founder & CEO (to present)

Number of theCompany’s shares
held733,645

Apr. 2007[Reasons for proposing the candidate for director]
Isao Tsukamoto is the founder of the Company and served as President & CEO until 2007. Since then as Founder &CEO, he has used his extensive knowledge and human network, which goes beyond the industry, to give direction to
management group-wide. Based on our judgment that his wealth of knowledge and professional abilities related to
management will continue to be indispensable for the Group management and improvement of corporate value, wehave made him a candidate for director.
Mar. 1980
Joined Kaga Electronics Co., Ltd.
Apr. 1991
Division Manager of Sales Department No. 3,
Sales Headquarters
Apr. 1992
Division Manager of Amusement Products
Sales Department, Sales Headquarters
Apr. 1995
Division Manager of East Japan Sales
Department, High Tech Business Division
Ryoichi Kado
June 1995
Director(December 1, 1957)
47,172
Apr. 2002
Managing Director
Reelection
Apr. 2005
Senior Managing Director, General Manager ofSpecific Industry Business Headquarters
Apr. 2011
Senior Managing Director, Head ofEntertainment Business Unit
Apr. 2012
Vice President, Head of Components Business
Unit
Apr. 2014
President & COO (to present)[Reasons for proposing the candidate for director]
Since joining the Company, Ryoichi Kado has been involved in the major businesses of the Company and possesses
leadership based on his extensive knowledge and results. Since being elected President & COO in 2014, he has
contributed to improvement of corporate value by giving direction to Group management. Based on our judgment that
his broad-ranging experience and capabilities are indispensable to promotion of the Medium-term Management Plan
and central to the Group’s management, we have made him a candidate for director.
Mar. 1980
Joined Kaga Electronics Co., Ltd.
Apr. 1991
Division Manager of Specific Industry Sales
Department
June 1995
Director
Apr. 2002
Managing Director
Shinsuke Takahashi(March 7, 1957)
29,230
Apr. 2005
Senior Managing Director
Reelection
Apr. 2011
Senior Managing Director, Head of Information
Business Unit
Apr. 2012
Senior Managing Director, Head ofEntertainment Business Unit
Apr. 2015
Senior Managing Director (to present)[Reasons for proposing the candidate for director]
Shinsuke Takahashi’s merits and experience, including establishing a revenue base for the specific industry business,
which is one of the Company’s main businesses, are indispensable to the Company. He also has management
experience, having served as president of a consolidated subsidiary, and possesses broad-ranging knowledge and strong
leadership skills, so we have made him a candidate for director to improve corporate value.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1993
Apr. 1994
Apr. 1997
May 2000

Shintaro Kakei(November 9, 1956)
Reelection

June 2000
Apr. 2005
Apr. 20114
Apr. 2014
Apr. 2015

5

Joined Kaga Electronics Co., Ltd.
Manager of Asia Project Office, Sales
Headquarters No. 2
Division Manager of Overseas Sales
Department, Sales Headquarters
Division Manager of Overseas Business
Division, Electronics Business Headquarters
Director
Managing Director
Managing Director, Head of Manufacturing
Business Unit
Senior Managing Director, Head of
Manufacturing Business Unit
Senior Managing Director, Head of Corporate
Planning Department
Senior Managing Director (to present)

Number of theCompany’s shares
held

23,500Oct. 2015[Reasons for proposing the candidate for director]
Since joining the Company, Shintaro Kakei has been involved in the overseas and EMS businesses and possesses asolid track record and broad-ranging knowledge, having established a revenue base for those businesses. His businessdevelopment results overseas and rich experience improve the corporate value, so we have made him a candidate fordirector.
Mar. 1979
Joined Kaga Electronics Co., Ltd.
Dec. 1985
President of Taxan (U.K.) Ltd.
Apr. 1993
Division Manager of Overseas Sales
Department, Sales Headquarters No. 2
May 2003
President of Kaga Solution Network Co., Ltd.
Apr. 2005
Executive Officer, Head of Accounting
Eiji Kawamura
Division and Head of Information Systems
Department(August 14, 1955)
33,306
Reelection
Apr. 2012
Executive Officer, Head of Administration
Headquarters
June 2012
Director, Head of Administration Headquartersand Head of Accounting Division
Apr. 2015
Director, Head of Administration Headquarters
June 2015
Managing Director, Head of Administration
Headquarters (to present)[Reasons for proposing the candidate for director]
Eiji Kawamura possesses broad-ranging knowledge and insights concerning the Group’s operations, having been
involved in Sales and Administration since joining the Company and served as president of consolidated subsidiaries inJapan and overseas, making him suited to strengthen business administration and corporate governance, so we havemade him a candidate for director.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Mar. 1982
Apr. 1992
Apr. 1998
Apr. 2004

Motonori Toshinari(June 25, 1959)
Reelection

Apr. 2010
Jan. 20126
Apr. 2015
June 2015

7

Joined Kaga Electronics Co., Ltd.
President & COO of Kaga (H.K.) Electronics
LimitedPresident of Taxan USA Corp
Division Manager of Overseas Sales Division,
Overseas Business Division, Electronics
Business Headquarters
President & COO of Kaga (H.K.) Electronics
Limited
Executive Officer, Manager of EMS Business
Division and President & COO of Kaga (H.K.)
Electronics Limited
Executive Officer, Manager of EMS Business
Division
Director, Manager of EMS Business Division(to present)

Number of theCompany’s shares
held

15,421[Reasons for proposing the candidate for director]
Since joining the Company, Motonori Toshinari has been involved in the electronic component business and has
contributed to overseas business expansion by launching the subsidiary in Hong Kong, which served as the base forsetting up operations in China. He later served as president of overseas subsidiaries and has been involved in overseas
business activities for many years. We have made him a candidate for director because his rich experience and broadranging knowledge are useful to the Company’s overseas expansion.
Mar. 1982
Joined Kaga Electronics Co., Ltd.
Apr. 1997
Division Manager of Domestic Sales
Department No. 1, Sales Headquarters
Apr. 2002
Executive Vice President and Director of Kaga
(H.K.) Electronics Limited
Apr. 2003
President & CEO of Kaga (Shanghai)Electronics Co., Ltd.
Jan. 2004
President of Kaga Electronics (USA) Inc.
Apr. 2010
Deputy Division Manager of Special Sales
Mitsuhiro Nohara
Department, Electronics Business Division(March 4, 1959)
20,000
Apr.
2011
Division Manager of Electronics Business
Reelection
Division, Components Business Unit
Apr. 2012
Executive Officer, Division Manager ofElectronics Business Division, Components
Business Unit, and Division Manager ofSpecial Sales Department
Apr. 2015
Executive Officer, Division Manager ofElectronics Business Division
June 2015
Director, Division Manager of Electronics
Business Division (to present)[Reasons for proposing the candidate for director]
Mitsuhiro Nohara has been involved in the electronic component business for many years since joining the Company
and possesses broad-ranging experience and knowledge, having launched overseas subsidiaries and served as presidentof overseas subsidiaries, and we have made him a candidate for director because he is valuable to the expansion of theCompany’s electronic component business.

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No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1963

8

9

Number of theCompany’s shares
held

Joined Toyota Motor Co., Ltd. (currently
Toyota Motor Corporation)
Sept. 1994
Director
June 2001
Executive Vice President and Representative
Director
June 2002
Consultant
Susumu Miyoshi
June 2002
President & COO of Osaka Toyopet Co., Ltd.
(September 20, 1940)(currently Osaka Toyota Motor Co., Ltd.)
Reelection
2,100
June 2005
Advisor to Toyota Motor Corporation
OutsideChairman of Osaka Toyopet Co., Ltd.
Independent
June 2008
Advisor to Osaka Toyota Motor Co., Ltd.
June 2009
Executive Advisor to Hitachi Maxell, Ltd.
(currently Maxell Holdings, Ltd.) (to present)
June 2015
Director of the Company (to present)
Significant positions concurrently held
Executive Advisor to Maxell Holdings, Ltd.
[Reasons for proposing the candidate for outside director]
Susumu Miyoshi has served as Executive Vice President at Toyota Motor Corporation, and we believe that thereflection of his rich experience and broad-ranging knowledge as a member of management at Toyota and various othercompanies in the Company’s management from an independent standpoint will strengthen the function of our Board of
Directors, so we have made him a candidate for outside director.
He is currently an outside director of the Company, and his tenure as outside director will come to four (4) years at theconclusion of this meeting.
Apr. 1970
Joined the Bank of Japan
June 1978
Deputy Director of the International Finance
Bureau, Ministry of Finance (dispatched)
Jan. 1998
Director of Information Systems Department,
Bank of Japan
Apr. 1998
Director of Information System Services
Department
June 2001
Managing Director at Sohgo Security Services
Akira Tamura
Co., Ltd. (ALSOK)(July 23, 1946)
Reelection
Apr. 2008
Representative Director and Senior Executive
2,100
OutsideOfficerIndependent
July 2011
Advisor to Okigin Economic Research Institute(to present)
Apr. 2012
Advisor to Niigata Sohgo Security Services
Co., Ltd. (ALSOK) (to present)
June 2015
Director of the Company (to present)
Significant positions concurrently held
Advisor to Okigin Economic Research Institute
Advisor to Niigata Sohgo Security Services Co., Ltd. (ALSOK)[Reasons for proposing the candidate for outside director]
Akira Tamura has served as Director and Senior Managing Executive Officer at Sohgo Security Services Co., Ltd., andwe believe that the reflection of his rich experience as a member of corporate management and his deep knowledge
cultivated at the Bank of Japan and several other companies in the Company’s management from an independent
standpoint will strengthen the function of our Board of Directors, so we have made him a candidate for outside director.
He is currently an outside director of the Company, and his tenure as outside director will come to four (4) years at theconclusion of this meeting.

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No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1977
Apr. 2009

Number of theCompany’s shares
held

Joined Mitsubishi Electric Corporation
Executive Officer in charge of General Affairs,
Human Resources and Public Relations
June 2009
Director, Chairman of the Nomination
Committee, Chairman of the Compensation
Committee, Executive Officer, and in charge ofGeneral Affairs, Human Resources and Public
RelationsApr. 2012
Director, Chairman of the Nomination
Noritomo Hashimoto
Committee, Chairman of the Compensation(July 30, 1954)
Committee, Senior Vice President, and in
New candidate
charge of Corporate Strategic Planning andOutsideOperations of Associated Companies
Independent
June 2012
Director, Member of the Nomination
10
Committee, Senior Vice President, and in
charge of Corporate Strategic Planning andOperations of Associated Companies
Apr. 2016
Director
July 2016
Advisor (to present)
Significant positions concurrently held
Advisor to Mitsubishi Electric Corporation[Reasons for proposing the candidate for outside director]
Noritomo Hashimoto has served as Director at Mitsubishi Electric Corporation, and we believe that the reflection of his
rich experience serving as the Chairman of the Nomination and Compensation Committees as an Executive Officer aswell as being in charge of departments such as General Affairs, Human Resources and Corporate Strategic Planning,and his broad-ranging knowledge in the Company’s management from an independent standpoint will strengthen thefunction of our Board of Directors, so we have made him a candidate for outside director.
(Notes) 1. No conflict of interest exists between any of the candidates and the Company.
2. Susumu Miyoshi, Akira Tamura, and Noritomo Hashimoto are candidates for outside directors.
3. The Company has entered into contracts with Susumu Miyoshi and Akira Tamura based on the provisions of theCompanies Act, Article 427, Paragraph 1 to limit their liability for damages under Article 423, Paragraph 1 of the said
Act to within the minimum liability amount stipulated in Article 425, Paragraph 1 of the said Act. If their reelection isapproved, the Company plans to renew the aforementioned contracts with them. If the election of Noritomo Hashimoto
is approved, the Company plans to enter into a limited liability agreement under the same terms with him.
4. Susumu Miyoshi and Akira Tamura satisfy the requirements for independent officers based on the provisions of theTokyo Stock Exchange; so the Company has registered them as independent officers. If their reelection is approved, theCompany plans for their appointment as independent officers to continue. Noritomo Hashimoto satisfies therequirements for an independent officer based on the provisions of the Tokyo Stock Exchange; so the Company plans toregister him as an independent officer.
5. Noritomo Hashimoto is scheduled to retire from the position of the Advisor to Mitsubishi Electric Corporation on June30, 2019.

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Proposal No. 4:

Election of Two (2) Auditors

The terms of office of auditors Kazunori Kameda and Takahiro Ishii will expire at the conclusion of this general
meeting. Therefore, the Company proposes that two (2) auditors be elected.
Furthermore, the Board of Auditors has given acknowledgment of this proposal.
Candidates for auditor are as follows.
Candidate
No.

Name(Date of birth)

Career summary and position in the Company
Apr. 1985
Apr. 2005

Kazunori Kameda(January 29, 1962)
Reelection
1

Apr. 2010

Joined The Tokai Bank, Ltd. (currently MUFG
Bank, Ltd.)
Temporarily transferred to Mitsubishi UFJ
Securities Co., Ltd. (currently Mitsubishi UFJ
Morgan Stanley Securities Co., Ltd.), Division
Manager of Corporate Sales Support Division
Manager of Tsu Branch Office, The Bank ofTokyo-Mitsubishi UFJ, Ltd. (currently MUFG
Bank, Ltd.)Manager of Tsu Branch
Joined the Company, Advisor
Full-time Auditor (to present)

Number of theCompany’s shares
held

1,300

May 2012
Apr. 2015
June 2015[Reasons for proposing the candidate for auditor]
Kazunori Kameda possesses insights concerning fiscal accounting from his many years of experience in financial
institutions, broad-ranging knowledge, etc., and appropriately executes audits for the overall Company Group from amultifaceted point of view gained from his abundant expert perspectives. For these reasons, we have judged him to besuited for the position of auditor and have made him a candidate for auditor.
Apr. 1978
Joined The Fuji Bank, Limited (currently
Mizuho Bank, Ltd.)
Oct. 1994
Deputy Manager of Singapore Branch
Takahiro Ishii(December 8, 1955)
1,400
Oct. 2002
Manager of Senzokucho-Higashi Branch,
Reelection
Mizuho Bank, Ltd.
Apr. 2015
Joined the Company, Advisor
2
June 2015
Full-time Auditor (to present)[Reasons for proposing the candidate for auditor]
Takahiro Ishii possesses insights concerning fiscal accounting from his many years of experience in financial
institutions, broad-ranging knowledge, etc., and appropriately executes audits for the overall management in order topreserve the fiscal health of the company. For these reasons, we have judged him to be suited for the position of auditor
and have made him a candidate for auditor.
(Note) No conflict of interest exists between any of the candidates and the Company.

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