These documents have been translated from the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

Securities Code: 6806
June 6, 2018
To Shareholders with Voting Rights
Kazunori Ishii
President and Representative Director
Hirose Electric Co., Ltd.
5-23, Osaki 5-chome, Shinagawa-ku, TokyoNOTICE OF THE 71ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 71st Ordinary General Meeting of Shareholders of Hirose Electric Co.,
Ltd. (the “Company”). The meeting will be held as described below. If you are unable to attend the meeting,you may exercise your voting rights in writing by submitting the Voting Rights Exercise Form or via theInternet. Please read the Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:00 p.m. on June 26, 2018 (Tuesday) in accordance with the guidance below.

1. Date and Time:
2. Venue:

June 27, 2018 (Wednesday), 10:00 a.m. (Reception will open at 9:00 a.m.)
1-1, Shirokanedai 1-chome, Minato-ku, TokyoHAPPO-EN, 2F SUNLIGHT

3. Agenda of the Meeting:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Company’s 71st
Fiscal Year (from April 1, 2017 to March 31, 2018) and Audit Reports for
the Consolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Board
2. Non-consolidated Financial Statements for the Company’s 71st Fiscal Year(from April 1, 2017 to March 31, 2018)
Proposals to be resolved:
Dividends of Surplus
Proposal No. 1
Election of Nine (9) Directors
Proposal No. 2
Election of Two (2) Audit & Supervisory Board Members
Proposal No. 3

1

4. Guidance for Exercising Voting Rights:(1) Exercise voting rights in writing
Please indicate your approval or disapproval on the enclosed Voting Rights Exercise Form, and returnthe form to us to arrive no later than 5:00 p.m. on June 26, 2018 (Tuesday).
(2) Exercise voting rights via the Internet
If you exercise your voting rights via the Internet, please exercise them no later than 5:00 p.m. on June
26, 2018 (Tuesday).
(3) If you exercise your voting rights twice, once in writing and once via the Internet, your Internet voteshall be deemed to be valid. If you exercise your voting rights more than once via the Internet or exercise
them twice, once using a personal computer and once using a mobile phone, the last exercise shall bedeemed to be valid.
5. Other Matters Related to This Convocation:
Among the documents that have to be provided along with the convocation of this meeting of shareholders,the Notes to the Consolidated and Non-consolidated Financial Statements are posted on the Company’s
website (https://www.hirose.com/jp/) pursuant to the provisions of the relevant laws and regulations andArticle 15 of the Company’s Articles of Incorporation, therefore these are not included in this Notice. The
Consolidated and Non-consolidated Financial Statements included in this Notice are part of the Consolidated
and Non-consolidated Financial Statements that the Accounting Auditor and Audit & Supervisory Board
Members audited to prepare their respective Audit Reports.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrivalat the meeting.
If there are any amendments to the Reference Documents for the General Meeting of Shareholders, theBusiness Report and/or the Consolidated and Non-consolidated Financial Statements, these amendments will
be posted on the Company’s website (https://www.hirose.com/jp/).

2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Dividends of Surplus
Regarding year-end dividends, comprehensively taking into account the business results andoperating environment of the Company and based on the policy of stable dividend distribution toshareholders, we propose year-end dividends as follows:(1) Type of dividend property: Cash
(2) Matters related to the allocation of dividends and total amount thereof:¥240 per share of the Company’s common shares
Total amount of dividends: ¥8,363,661,120
Because an interim dividend of ¥240 per share was paid, the annual dividend for the fiscal year
ended March 31, 2018 is ¥480 per share.
(3) Effective date of dividends of surplus: June 28, 2018

Proposal No. 2: Election of Nine (9) Directors
The term of office of all eight (8) Directors will expire at the close of this Ordinary General Meetingof Shareholders. At this juncture, the Company proposes the election of nine (9) Directors.
The candidates are as follows:[Reference] List of candidates for Director
No.

Name

Current positions and responsibilities in the Company

1

Reelection

Kazunori Ishii

President and Representative Director

2

Reelection

Mitsuo Nakamura

3

Reelection

Makoto Kondo

4

Reelection

Kazuyuki Iizuka

5

Reelection

Hiroaki Okano

6

Reelection

Yukio Kiriya

7

New election

Sang-Yeob Lee

8

Reelection

Kensuke Hotta

Outside Director

9

Reelection

Tetsuji Motonaga

Outside Director

Managing Director
General Manager–Engineering; concurrently responsible for
Production Division
Managing Director
General Manager–Sales & Marketing
Director
General Manager–Administration
Director
Deputy General Manager–Engineering
Director
General Manager–Production

No conflict of interest exists between the Company and any of the above candidates.

3

No.

1

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
April 1982
Joined the Company
July 2007
Deputy General Manager–Engineering of theCompany
November 2008 Deputy General Manager–Sales & Marketingof the Company
June 2009
Operating Officer of the Company
November 2009 Acting General Manager–Sales & Marketing of
the Company
June 2010
Director of the Company, Delegated to act as
General Manager–Corporate Innovation Office
June 2011
Senior Managing Director of the Company,
Delegated to act as General Manager–Sales &Reelection
Marketing; concurrently General Manager–
1,050
Kazunori Ishii
Corporate Innovation Office(January 4, 1960)
June 2012
President and Representative Director of theCompany(to present)(Significant concurrent positions at other organizations)
President and Representative Director of TOHOKU HIROSE
ELECTRIC CO., LTD.
President and Representative Director of KORIYAMA HIROSE
ELECTRIC CO., LTD.
President and Representative Director of ICHINOSEKI HIROSE
ELECTRIC CO., LTD.
Representative Director of HIROSE KOREA CO., LTD.
(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed the whole Group as President.

4

No.

2

3

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
April 1980
Joined the Company
July 2007
Deputy General Manager–Engineering of theCompany
June 2009
Operating Officer of the Company
June 2010
Director of the Company
Delegated to act as Deputy General Manager–
Reelection
Engineering
Mitsuo Nakamura
June 2013
Delegated to act as General Manager–
525(February 23,
Engineering
1958)
June 2015
Managing Director of the Company(to present)
June 2016
Delegated to act as General Manager–
Engineering; concurrently responsible for
Production Division(to present)(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed technological development of the Group as
Managing Director.
April 1977
Joined Sony Corporation
March 2004
General Manager, Management Planning
Department, Mobile Network Company,
Energy Company of Sony Corporation
January 2005
Joined the Company
July 2007
Deputy General Manager–Sales & Marketingof the Company
Reelection
June 2009
Operating Officer of the Company
40
Makoto Kondo
June 2010
Director of the Company(October 5, 1952)
Delegated to act as Deputy General
Manager–Sales & Marketing
June 2012
Delegated to act as General Manager–Sales &Marketing(to present)
June 2015
Managing Director of the Company(to present)(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed sales and marketing of the Group as
Managing Director.

5

No.

4

5

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
April 1979
Joined Tokyo Shibaura Electric K.K. (currently
TOSHIBA CORPORATION)
August 1990
Joined SRI International
February 1997 Joined Anderson Consulting (currently
Accenture Japan Ltd)
February 2000 Joined NTT DATA INSTITUTE OFMANAGEMENT CONSULTING, Inc.
April 2006
Partner, Industrial Consulting Division of NTT
DATA INSTITUTE OF MANAGEMENT
Reelection
CONSULTING, Inc.
April 2007
Joined the Company
Kazuyuki Iizuka
840
July 2007
Deputy General Manager–Administration of(December 19,
the Company
1953)
June 2009
Operating Officer, Acting General
Manager–Administration of the Company
June 2010
Director of the Company(to present)
Delegated to act as Acting General Manager–
Administration
June 2011
Delegated to act as General Manager–
Administration(to present)(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed the overall general administrative affairs of
the Group.
April 1982
Joined Hitachi Cable, Ltd. (currently
Hitachi Metals, Ltd.)
September 2003 Joined the Company
Reelection
April 2013
Deputy General Manager–Engineering of theCompany
105
Hiroaki Okano
Operating Officer of the Company(August 1, 1955) June 2014
June 2015
Director of the Company, Delegated to act as
Deputy General Manager–Engineering(to present)(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed the automobile business of the Group.

6

No.

6

7

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
April 1982
Joined the Company
April 2013
Deputy General Manager–Production of theCompany
June 2015
Operating Officer of the Company
November 2015 Acting General Manager–Production of theCompany
April 2016
Acting General Manager–Production of theReelection
Company; concurrently responsible for Quality
Yukio Kiriya
Assurance Department
1,305(December 29,
June 2016
Director of the Company
1958)(to present)
Delegated to act as General Manager–
Production; concurrently responsible for
Quality Assurance Department
October 2017
Delegated to act as General Manager–
Production(to present)(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed the overall manufacturing affairs of theGroup.
January 1984
Joined Hanwha Corporation / Explosives
March 1989
Joined HIROSE KOREA CO., LTD.
July 2007
Chairman of WEIHAI HIROSE KOREAELECTRIC CO., LTD.
(to present)
August 2007
Representative Director, the Employee Welfare
Fund of HIROSE KOREA CO., LTD.
New election(to present)0Sang-Yeob Lee
June 2010
Executive Vice President and Representative(July 1, 1961)
Director of HIROSE KOREA CO., LTD.
November 2011 President and Representative Director of
HIROSE KOREA CO., LTD.
(to present)(Significant concurrent positions at other organizations)
President and Representative Director of HIROSE KOREA CO.,LTD.
(Reasons for nomination as candidate for Director)
The Company nominates him as a new candidate for Director because we believe he is well qualified forthe position as he has supervised and managed major subsidiaries of the Group.

7

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
April 1962
Joined The Sumitomo Bank, Limited (currently
Sumitomo Mitsui Banking Corporation)
June 1987
Director of The Sumitomo Bank, Limited
June 1997
Representative Director and Executive Vice
President of The Sumitomo Bank, Limited
January 2001
Chairman of Morgan Stanley Japan Limited(currently Morgan Stanley MUFG Securities
Co., Ltd.)
October
2007
Chairmanand Representative Director of Hotta
Reelection
Sogo Jimusho K.K.
Outside(to present)
Independent
December 2008 Chairman and Representative Director of0
Kensuke Hotta
Greenhill & Co. Japan Ltd.
(October 12,
June 2011
Outside Director of the Company
81938)(to present)
May 2016
Senior Advisor of Greenhill & Co. Japan Ltd.
June 2016
Outside Statutory Auditor of SEIREN CO.,LTD.
(to present)(Significant concurrent positions at other organizations)
Chairman and Representative Director of Hotta Sogo Jimusho
K.K.
Outside Statutory Auditor of SEIREN CO., LTD.
(Reasons for nomination as candidate for Outside Director)
The Company nominates him as a candidate for Outside Director for another term because he has been
providing appropriate oversight on the management of the Company utilizing his considerable
experience and in-depth knowledge as a corporate manager.
Notes:
1. Mr. Kensuke Hotta is a candidate for Outside Director and Mr. Hotta’s term of office as Outside
Director will be seven years at the close of this General Meeting of Shareholders.
2. The Company has designated Mr. Hotta as an Independent Officer as stipulated by the Tokyo Stock
Exchange and reported him as such to the exchange. If his reelection is approved, the Company
intends to continue to designate him as an Independent Officer.
3. Mr. Hotta meets all criteria of the Company’s Standards for Independence of Outside Officers.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into a liability
limitation agreement with Mr. Hotta, to limit his liability for damages to the effect that if suchliability as stipulated in Article 423, Paragraph 1 of the Act is not resulting from serious negligenceand his duties are conducted in good faith, the limit of the amount for which he is liable under suchagreement shall be the sum of the amounts set forth in each item (minimum liability amount) of
Article 425, Paragraph 1 of the Act. If his reelection is approved, the Company intends to continue
the same agreement with him.

No.

8

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
April 1985
Joined Nippon Yusen Kabushiki Kaisha (NYK
LINE)
January 1997
Joined Boston Consulting Group
September 2001 Joined Fuji Seal, Inc.
April 2003
Joined Jomon Associates Inc.
August 2006
Established Ichthys Co., Ltd.
Representative
DirectorReelection(to present)
OutsideApril 2015
Auditor of Keisei Medical Corporation0
Independent(to present)
Tetsuji Motonaga October 2015
Board Chair of Japan Family Business Institute9(August 4, 1960)(to present)
June 2017
Outside Director of the Company(to present)(Significant concurrent positions at other organizations)Representative Director of Ichthys Co., Ltd.
Auditor of Keisei Medical Corporation
Board Chair of Japan Family Business Institute(Reasons for nomination as candidate for Outside Director)
The Company nominates him as a candidate for Outside Director for another term because he has been
providing appropriate oversight on the management of the Company utilizing his extensive track records
and in-depth knowledge as a management consultant.
Notes:
1. Mr. Tetsuji Motonaga is a candidate for Outside Director and Mr. Motonaga’s term of office as Outside
Director will be one year at the close of this General Meeting of Shareholders.
2. The Company has designated Mr. Motonaga as an Independent Officer as stipulated by the Tokyo
Stock Exchange and reported him as such to the exchange. If his reelection is approved, the Company
intends to continue to designate him as an Independent Officer.
3. Mr. Motonaga meets all criteria of the Company’s Standards for Independence of Outside Officers.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into a liability
limitation agreement with Mr. Motonaga, to limit his liability for damages to the effect that if suchliability as stipulated in Article 423, Paragraph 1 of the Act is not resulting from serious negligenceand his duties are conducted in good faith, the limit of the amount for which he is liable under suchagreement shall be the sum of the amounts set forth in each item (minimum liability amount) of
Article 425, Paragraph 1 of the Act. If his reelection is approved, the Company intends to continue
the same agreement with him.

No.

9(Reference) Standards for Independence of Outside Directors
The Company selects Independent Outside Directors who satisfy the requirements of Independent
Officer as stipulated by financial instruments exchanges and possess track records and relevant
knowledge in their respective fields. More specifically, if an Outside Director does not fall under any of
the following cases, the Outside Director is determined as having independence.
 In the case where the Outside Director is currently serving, or has once served during the past ten years,
as an executive of the Company or any of its subsidiaries(Executives refer to any and all officers and employees excluding Outside Officers and Audit &Supervisory Board Members.)
 In the case where the Outside Director is currently serving as an executive of a company with which
the Group engages in transactions, and the amount of the transactions exceeds 2% of consolidated net
sales of any fiscal year among the last three fiscal years
 In the case where the Outside Director receives, as a legal or accounting expert or consultant,remuneration (excluding remuneration paid as a Director of the Company and remuneration paid tothe organization or firm to which the Outside Director belongs) exceeding the average annual amountof ¥10 million directly from the Company during the last three fiscal years
 In the case where the Outside Director belongs to an organization such as corporation (which includes
law firm, audit corporation, tax accountant corporation and consulting firm) and association, andremuneration received from the Company exceeds the higher of either 2% or more of the averageannual amount of gross sales of the said organization such as corporation or association in the last
three fiscal years or ¥100 million or more
 In the case where the Outside Director is currently an employee, etc., of an audit corporation that is the
Accounting Auditor of the Company or any of its subsidiaries
 In the case where the Outside Director has once engaged in auditing operations for the Company or
any of its subsidiaries as an employee, etc., of an audit corporation that is the Accounting Auditor of
the Company or any of its subsidiaries during the last three years
 In the case where a relative within the second degree of consanguinity of the Independent Director iscurrently serving, or has once served in the past, as Executive Director of the Company or any of its
subsidiaries

10

Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
The term of office of two (2) Audit & Supervisory Board Members, Mr. Yoshikazu Chiba and Mr.
Kentaro Miura will expire at the close of this Ordinary General Meeting of Shareholders. Therefore,
the Company proposes the election of two (2) Audit & Supervisory Board Members.
The Audit & Supervisory Board has consented to this proposition.
The candidates are as follows:[Reference] List of candidates for Audit & Supervisory Board Member
No.

Name

Current positions in the Company

1

Reelection

Yoshikazu Chiba(Standing) Audit & Supervisory Board Member

2

Reelection

Kentaro Miura

Outside Audit & Supervisory Board Member

Name(Date of birth)

Career summary, positions and significant concurrent positions at Number ofother organizations
shares owned
April 1978
Joined the Company
December 2006 General Manager–Secretary Office of theCompany
Reelection
May 2014
Deputy Advisor to the President of the630
Yoshikazu Chiba
Company(May 12, 1954)
June 2014(Standing) Audit & Supervisory Board Member
1of the Company(to present)(Reasons for nomination as candidate for Audit & Supervisory Board Member)
The Company nominates him as a candidate for Audit & Supervisory Board Member for another term
because he has been providing appropriate audit on the management of the Company utilizing his
considerable experience in a broad range of areas of the Company.
June 1995
Audit & Supervisory Board Member of T.P.S.
Reelection
Laboratory Co., Ltd.
Outside(to present)0
Independent
June 2014
Outside Audit & Supervisory Board Member of
Kentaro Miura
the Company
2(March 22, 1972)(to present)(Reasons for nomination as candidate for Outside Audit & Supervisory Board Member)
The Company nominates him as a candidate for Outside Audit & Supervisory Board Member for anotherterm because he has been providing appropriate audit on the management of the Company utilizing his
broad experience as a management consultant.
Notes:
1. No conflict of interest exists between the Company and any of the above candidates. Mr. Kentaro
Miura is an Independent Officer who is unlikely to have any conflict of interest with generalshareholders, that are required to be designated by the Tokyo Stock Exchange.
2. Information on the candidates for Outside Audit & Supervisory Board Member is as follows.
(1) Mr. Miura is a candidate for Outside Audit & Supervisory Board Member.
(2) Reasons for the nomination of Mr. Miura as a candidate for Outside Audit & Supervisory Board
Member and his independency
1) We ask that Mr. Miura be elected as an Outside Audit & Supervisory Board Member
expecting him to utilize his broad experience as a management consultant in the Company’s
audit. Mr. Miura’s term of office as Audit & Supervisory Board Member will be four years at
the close of this General Meeting of Shareholders.
2) Mr. Miura does not plan to receive a large amount of money or other assets (other than
remuneration paid for his service as an Audit & Supervisory Board Member of the Company)
from the Company or business operators that have specific relations with the Company. Also,
he has not received such in the past two years.
3) Mr. Miura is not a spouse or a relative within the third degree of consanguinity or of similar
status of either anyone in a position to execute business or an officer at either the Company ora business operator that has specific relations with the Company such as its parent company.

No.

11

4) Mr. Miura was not an executive at any corporation from which the Company assumed
business rights and obligations through a corporate merger, an absorption-type corporate split,
an incorporation-type corporate split or a business transfer immediately before such merger,etc., for the past two years.
(3) Reasons why the Company considers Mr. Miura is capable of performing his duties as Outside
Audit & Supervisory Board Member
Although Mr. Miura has not been directly involved in company management, the Company
considers he will effectively perform his duties as Outside Audit & Supervisory Board Member,
after comprehensively taking into account his broad experience as a management consultant,etc.
(4) Liability limitation agreements with Outside Audit & Supervisory Board Members
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into aliability limitation agreement with Mr. Miura, a candidate for Outside Audit & Supervisory
Board Member, to limit his liability for damages to the effect that if such liability as stipulated
in Article 423, Paragraph 1 of the Act is not resulting from serious negligence and his duties are
conducted in good faith, the limit of the amount for which he is liable under such agreement
shall be the sum of the amounts set forth in each item (minimum liability amount) of Article 425,
Paragraph 1 of the Act. If his reelection is approved, the Company intends to continue the same
agreement with him.

12