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, 2017
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 70TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 70th 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, 2017 (Monday) in accordance with the guidance below.

1. Date and Time:
2. Venue:

June 27, 2017 (Tuesday), 10:00 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
70th Fiscal Year (from April 1, 2016 to March 31, 2017) and Audit Reports
for the Consolidated Financial Statements by the Accounting Auditor andthe Audit & Supervisory Board
2. Non-consolidated Financial Statements for the Company’s 70th Fiscal Year(from April 1, 2016 to March 31, 2017)
Proposals to be resolved:
Dividends of Surplus
Proposal No. 1
Partial Amendments to the Articles of Incorporation
Proposal No. 2
Election of Eight (8) Directors
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, 2017 (Monday).
(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, 2017 (Monday).
(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:¥120 per share of the Company’s common shares
Total amount of dividends: ¥4,175,556,240
Because an interim dividend of ¥120 per share was paid, the annual dividend for the fiscal year
ended March 31, 2017 is ¥240 per share.
(3) Effective date of dividends of surplus: June 28, 2017

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
To clarify Directors’ management responsibility and establish a corporate management system thatcan respond swiftly to changes in the business environment, it is requested that the term of office for
Directors in Article 19 in the current Articles of Incorporation be shortened to one year from two years.
In line with the change, provisions in Paragraph 2 of the article on the adjustment of the term for
Directors may be deleted.
2. Details of amendments
Details of amendments are as follows:(Underlined portions indicate amendments.)
Current Articles of Incorporation

Proposed Amendments to the Articles of Incorporation

CHAPTER IV.
Directors and Board of Directors

CHAPTER IV.
Directors and Board of Directors(Term of office)(Term of office)
Article 19. The term of office of a Director shall expire at
Article 19. The term of office of a Director shall expire at
the close of the ordinary general meeting of
the close of the ordinary general meeting ofshareholders for the last fiscal year out of theshareholders for the last fiscal year out of the
fiscal years terminating within two years after
fiscal years terminating within one year after thethe election of the Director.
election of the Director.
2. The term of office of a Director who is elected to(Deleted)
office due to a vacancy or an increase in thenumber of Directors shall expire at the
expiration of the term of office of other current
Directors.

3

Proposal No. 3: Election of Eight (8) Directors
The term of office of all seven (7) Directors will expire at the close of this Ordinary General
Meeting of Shareholders, therefore, the Company proposes the election of eight (8) Directors.
The candidates are as follows:[Reference] List of candidates for Director
No.

Name

1

Reelection

Kazunori Ishii

2

Reelection

Mitsuo Nakamura

3

Reelection

Makoto Kondo

4

Reelection

Kazuyuki Iizuka

5

Reelection

Hiroaki Okano

6

Reelection

Yukio Kiriya

7

Reelection

Kensuke Hotta

8

New election

Tetsuji Motonaga

No.

Name
(Date of birth)1

Current positions and responsibilities in the Company
President and Representative 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; concurrently responsible for
Quality Assurance Department
Outside Director

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
1,050
Kazunori Ishii
Manager–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
Reelection
Manager–Engineering
Mitsuo Nakamura
June 2013
Delegated to act as General
525(February 23,
Manager–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 at 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
0
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 at the Group as
Managing Director.

5

No.

4

5

6

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, NTT
DATA INSTITUTE OF MANAGEMENT
Reelection
CONSULTING, Inc.
April 2007
Joined the Company
Kazuyuki Iizuka
0July 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 general administrative affairs of theGroup.
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.
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 theReelection
Company
April 2016
Acting General Manager–Production of the
Yukio Kiriya
1,305
Company; concurrently responsible for Quality(December, 29
Assurance Department
1958)
June 2016
Director of the Company, Delegated to act as
General Manager–Production;
concurrently responsible for Quality Assurance
Department(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 and quality control
affairs of the Group.
6

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
Chairman and Representative Director of Hotta
Sogo Jimusho K.K.
Reelection(to present)
OutsideDecember 2008 Chairman and Representative Director of
Independent
Greenhill & Co. Japan Ltd.
0
Kensuke Hotta
June 2011
Outside Director of the Company(October 12,(to present)
7
1938)
May 2016
Senior Advisor of Greenhill & Co. Japan Ltd.
(to present)
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.
Senior Advisor of Greenhill & Co. Japan Ltd.
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 six years at the closing of this General Meeting of Shareholders.
2. The Company designates Mr. Hotta as an Independent Officer as stipulated by the Tokyo Stock
Exchange and reports 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 duty is 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.

7

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.
August2006
Established Ichthys Co., Ltd.
New election
Representative Director
Outside(to present)0
Independent
April 2015
Auditor of Keisei Medical Corporation
Tetsuji Motonaga(to present)
8(August 4, 1960) October 2015
Board Chair of Japan Family Business Institute(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 new candidate for Outside Director because we expect his 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.
2. If the election of Mr. Motonaga is approved, the Company intends to designate him as an
Independent Officer as stipulated by the Tokyo Stock Exchange, and report him as such to theexchange.
3. Although the Company has previously entered into a consultancy services agreement with Mr.
Motonaga, this agreement was terminated in December 2016. Mr. Motonaga meets all criteria of theCompany’s Standards for Independence of Outside Officers.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company intends to enter into aliability limitation agreement with Mr. Motonaga, 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 duty is 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 election is approved, the Company intends toenter into the same agreement with him.

No.

8

(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

9