This document is a translation of the Japanese original prepared solely for convenience of reference. In theevent of any discrepancy between this translated document and the Japanese original, the Japanese original
shall prevail.

Stock Code: 8154
June 9, 2015
To all of our shareholders
20 Kandamatsunagacho, Chiyoda-ku, Tokyo, JapanKAGA ELECTRONICS CO., LTD.
President & COO
Ryoichi Kado

Notice of the 47th Ordinary General Meeting of Shareholders
Dear Shareholders:Thank you very much for your continuing support for the Company.
We hereby inform you of the 47th ordinary general meeting of shareholders of 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 in writing; so please
read the attached Reference Documents for the General Meeting of Shareholders, express your approval ordisapproval of the proposals in the enclosed Exercise Voting Rights Form, and return it to us by no later
than 5:30 p.m. on June 25, 2015 (Thursday), the day before the day on which the general meeting will beheld.

1.
2.

Time and datePlace

3.

Agenda of the meetingMatters to be reported

Matters to be resolved
Proposal No. 1
Proposal No. 2
Proposal No. 3
Proposal No. 4
Proposal No. 5
Proposal No. 6
Proposal No. 7

Details
10:00 a.m. on June 26, 2015 (Friday)
1-1 Akihabara, Taito-ku, Tokyo
Akihabara Business Center 5F, AP Akihabara

1. The Business Report and Consolidated Financial Statements forthe 47th fiscal year (from April 1, 2014 to March 31, 2015), andresults of the Audit Reports by the Accounting Auditor and theBoard of Auditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the 47th fiscal year
(from April 1, 2014 to March 31, 2015)
Distribution of Surplus
Partial Amendments to the Articles of Incorporation
Election of Ten (10) Directors
Election of Two (2) Auditors
Election of One (1) Substitute Auditor
Payment of Retirement Benefits to the Retiring Directors andRetiring Auditors
Revision to Remuneration for Directors

If you are attending please present the enclosed Exercise Voting Rights Form at the reception on arrival atthe meeting.
In the event of any changes to the Reference Documents for the General Meeting of Shareholders or theBusiness Report, Non-Consolidated Financial Statements and Consolidated Financial Statements, they will
be posted on the Company’s website on the Internet (http://www.taxan.co.jp).

-1-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 47th fiscal year as follows, taking into account theCompany’s business results in the fiscal year under review and business development, etc. goingforward.
(1) Type of dividend property
It shall be money.
(2) Allotment of dividend property and the total amountThe Company proposes a regular dividend of 15 yen per share of common stock of the Companyplus a special dividend of 10 yen, for a total dividend payout of 25 yen per share.
Note that the total amount of the dividends in this case would be 706,401,950 yen.
(3) Effective date of distribution of surplus
It is planned to be June 29, 2015.
Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the Amendments(1) The Company proposes to newly establish Article 29 (Liability exemptions for directors) and Article
39 (Liability exemptions for auditors) as in the amendment proposal, as provisions to the effect that
the Company may exempt the liability of Directors and Auditors, within the scope stipulated by laws
and regulations, through a resolution of the Board of Directors so that the Directors and Auditors canfully play the roles expected of them, and to the effect that the Company may enter into contracts
with the Directors (excluding those who are Executive Directors, etc.) and Auditors to limit their
liability in order to secure appropriate human resources as Directors and Auditors so that theDirectors and Auditors can fully play the roles expected of them.
Note that all of the Auditors have given their acknowledgment of the new establishment of Article
29 (Liability exemptions for directors).
(2) As a result of the new establishment of the above clauses, we have also adjusted the numbering of
the articles.

-2-2. Details of the proposed amendments
The details of the proposed amendments are as follows:(Underlined parts of the English text are amended.)
Current Articles of Incorporation
Proposed Amendments(Liability exemptions for directors)(New)
Article 29: Under the provisions of the Companies
Act, Article 426, Paragraph 1, the Company
may exempt the liability for damages causedby neglect of duties of directors (including
persons who were directors), within the limit
specified by laws and regulations, through a
resolution of the Board of Directors.
2. Under the provisions of the Companies Act,
Article 427, Paragraph 1, the Company may
enter into contracts with directors (excluding
those who are Executive Directors, etc.) tolimit the liability for damages caused byneglect of duties. However, the maximum
amount of the liability under the said contractshall be the amount stipulated by laws andregulations.
Article 29 to Article 37 (clauses omitted) Article 30 to Article 38 (Unchanged)(Liability exemptions for auditors)(New)
Article 39: Under the provisions of the Companies
Act, Article 426, Paragraph 1, the Company
may exempt the liability for damages causedby neglect of duties of auditors (includingpersons who were auditors), within the limit
specified by laws and regulations, through a
resolution of the Board of Directors.
2. Under the provisions of the Companies Act,
Article 427, Paragraph 1, the Company may
enter into contracts with auditors to limit theliability for damages caused by neglect ofduties. However, the maximum amount of theliability under the said contract shall be theamount stipulated by laws and regulations.
Article 38 to Article 43 (clauses omitted)

Article 40 to Article 45 (Unchanged)-3-

Proposal No. 3: Election of Ten (10) Directors
The terms of office of all eight (8) current directors will expire at the conclusion of this general meeting.
We also formally seek approval to increase the number of directors by two in order to strengthen ourmanagement structure. Accordingly, we propose that ten (10) Directors be elected.
Candidates for the directors are as follows:No.

1234Name(Date of birth)

Career summary, position and responsibilities in the Company(Significant positions concurrently held)

September 1968 Established Kaga Electronics Co., Ltd.
Isao Tsukamoto
President & COO(September 1, 1943) April 2007
Founder & CEO (current position)
March 1980
Joined Kaga Electronics Co., Ltd.
June 1995
Director
April 2002
Managing Director
April 2005
Senior Managing Director, General Manager ofSpecific Industry Business Headquarters
Ryoichi KadoApril 2011
Senior Managing Director, Head of(December 1, 1957)
Entertainment Business Unit
April 2012
Vice President, Head of Components BusinessUnit
April 2014
President & COO, Head of Components
Business Unit
April 2014
President & COO (current position)
March 1980
Joined Kaga Electronics Co., Ltd.
June 1995
DirectorApril 2002
Managing Director
April 2005
Senior Managing Director
Shinsuke Takahashi April 2011
Senior Managing Director, Head of(March 7, 1957)
Information Business Unit
April 2012
Senior Managing Director, Head ofEntertainment Business Unit
April 2015
Senior Managing Director (current position)
March 1977
Joined Kaga Electronics Co., Ltd.
June 1996
Director
June 2004
Managing Director
April 2005
Senior Managing Director
Yukio Takashi
April 2011
Senior Managing Director, Head of(May 4, 1953)
Components Business Unit
April 2012
Senior Managing Director, Head of Promotion
Business Unit
April 2015
Senior Managing Director (current position)-4-

Number of theCompany’s
shares held
785,445

30,772

24,83020, 955

No.

Name(Date of birth)

Career summary, position and responsibilities in the Company(Significant positions concurrently held)
April 1993
June 2000
April 2005
April 2011

5Shintaro Kakei(November 9, 1956) April 2014
April 2015

March 1979
April 2005

6Eiji Kawamura(August 14, 1955)

April 2012
June 2012
April 2015
March 1982
April 1992
April 1998
April 2004

7

Motonori Toshinari(June 25, 1959)
April 2010
[New candidate]
January 2012

April 2015

Joined Kaga Electronics Co., Ltd.
Director
Managing Director
Managing Director, Head of Manufacturing
Business Unit
Senior Managing Director, Head of
Manufacturing Business Unit
Senior Managing Director and Head ofCorporate Planning Department (currentposition)
Joined Kaga Electronics Co., Ltd.
Executive Officer, Head of Accounting
Division and Head of Information Systems
Department
Executive Officer, Head of AdministrationHeadquarters
Director, Head of Administration Headquartersand Head of Accounting Division
Director, Head of Administration Headquarters(current position)
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 and Electronics
Business Headquarters
President & COO of Kaga (H.K.) Electronics
Limited
Executive Officer, President & COO of Kaga(H.K.) Electronics Limited and Manager ofEMS Business Division
Executive Officer, Manager of EMS Business
Division (current position)-5-

Number of theCompany’s
shares held18,900

20,506

12,100No.

Name(Date of birth)

Career summary, position and responsibilities in the Company(Significant positions concurrently held)

Joined Kaga Electronics Co., Ltd.
Division Manager of Domestic Sales
Department No. 1, Sales Headquarters
April 2002
Executive Vice President and Director of Kaga(H.K.) Electronics Limited
April 2003
President of Kaga (Shanghai) Electronics Co.,Ltd.
January 2004 President of Kaga Electronics (USA) Inc.
Deputy Division Manager of Special Sales
Mitsuhiro Nohara April 2010
8Department, Electronics Business Division(March 4, 1959)
April2011
Division Manager of Electronics Business[New candidate]
Division, Components Business Unit
April 2012
Executive Officer, Division Manager ofElectronics Business Division, Components
Business Unit, and Division Manager ofSpecial Sales Department
April 2015
Executive Officer, Division Manager of theElectronics Business Division (currentposition)
April 1963
Joined Toyota Motor Co., Ltd. (currentlyToyota Motor Corporation)
September 1994 Director at the above company
June 2001
Executive Vice President and Representative
Director at the above company
June 2002
Consultant at the above company
Susumu Miyoshi June 2002
President & COO of Osaka Toyopet Co., Ltd.
9 (September 20, 1940)(currently Osaka Toyota Motor Co., Ltd.)[New candidate]June 2005
Advisor to Toyota Motor Corporation (currentposition)
Chairman of Osaka Toyopet Co., Ltd.
June 2008
Advisor to Osaka Toyota Motor Co., Ltd.
June 2009
Executive Advisor to Hitachi Maxell, Ltd.
(current position)

Number of theCompany’s
shares held

March 1982
April 1997

-6-

17,728

1,000

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company(Significant positions concurrently held)
April 1970
June 1978
January 1998
April 1998

10

Akira Tamura(July 23, 1946)

June 2001[New candidate]

April 2008
June 2011July 2011
April 2012

Joined the Bank of Japan
Deputy Director of the International Finance
Bureau, Ministry of Finance (dispatched)
Director of Information Systems Department,Bank of Japan
Director of Information System Services
Department at the above bank
Managing Director at Sohgo Security Services
Co., Ltd. (ALSOK)
Representative Director and Senior Executive
Officer at the above company
Auditor (part-time) at The Resolution andCollection Corporation (current position)
Advisor to Okigin Economic ResearchInstitute (current position)
Advisor to Niigata Sohgo Security Services
Co., Ltd. (ALSOK) (current position)

Number of theCompany’s
shares held

1,000(Notes) 1. No conflict of interest exists between any of the candidates and the Company.
2. Susumu Miyoshi and Akira Tamura are candidates for Outside Directors.
3. Reasons for proposing the candidates for Outside Directors
The Company proposes the election of Susumu Miyoshi and Akira Tamura as Outside Directors
because it believes that they can strengthen the functions of the Board of Directors by reflecting
their abundant experience and wide-ranging knowledge as business managers in themanagement of the Company from an independent position.
4. If Susumu Miyoshi and Akira Tamura are elected, then, on the condition that Proposal No. 2:
Partial Amendments to the Articles of Incorporation is approved and adopted as originallyproposed, the Company plans to enter into contracts with both of them based on the provisionsof the Companies 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.
5. Susumu Miyoshi and Akira Tamura satisfy the requirements for Independent Officers based on
the provisions of the Tokyo Stock Exchange; so the Company plans to register them as
Independent Officers.
6. The Company has entered into an advisory contract with Susumu Miyoshi dating from August2010 and an advisory contract with Akira Tamura dating from July 2011, but they plan toterminate their respective contracts upon taking up their positions as Directors.

-7-

Proposal No. 4: Election of Two (2) Auditors
We propose that two (2) Auditors be elected as the terms of office of auditors Masahiro Ishikawa andKikuo Sumino will expire at the conclusion of this general meeting.
The Board of Auditors has given its acknowledgment of this proposal.
Candidates for the auditors are as follows.
Number of theName
Career summary, position in the Company
No.
Company’s(Date of birth)(significant positions concurrently held)
shares held
April 1985
Joined The Tokai Bank, Ltd. (currently The
Bank of Tokyo-Mitsubishi UFJ, Ltd.)
April 2005
Temporarily transferred to Mitsubishi UFJ
Securities Co., Ltd. (currently Mitsubishi UFJ
Kazunori Kameda
Morgan Stanley Securities Co., Ltd.), Division(January 29, 1962)
1
Manager of Corporate Sales Support Division
April2010
ManagerofTsuBranchOffice,TheBankof[New candidate]Tokyo-Mitsubishi UFJ, Ltd.
May 2012
Manager of Tsu Branch of the above bank
April 2015
Joined Kaga Electronics Co., Ltd. as Advisor(current position)
April 1978
Joined The Fuji Bank, Limited (currentlyMizuho Bank, Ltd.)
October 1994 Deputy Manager of Singapore Branch,
Takahiro Ishii
Mitsubishi UFJ Morgan Stanley Securities
2 (December 8, 1955)
Co., Ltd.
October
2002
Managerof
Senzokucho-Higashi
Branch,[New candidate]Mizuho Bank, Ltd.
April 2015
Joined Kaga Electronics Co., Ltd. as Advisor(current position)(Notes) 1. No conflict of interest exists between either of the candidates and the Company.
2. Kazunori Kameda and Takahiro Ishii plan to retire from the Company upon taking up theirpositions as auditors.

-8-

Proposal No. 5: Election of One (1) Substitute Auditor
The Company proposes that One (1) Substitute Auditor be elected to prepare for a case where thenumber of Auditors falls below the number stipulated by laws and regulations.
The effectiveness of the election under this proposal may be cancelled based on resolution of the Boardof Directors, provided such cancellation is done prior to the assumption of office and with theacknowledgment of the Board of Auditors.
Furthermore, the Board of Auditors has given acknowledgment of this proposal.
The candidate for substitute auditor is as follows.
Name(Date of birth)
Isamu Yonekawa(October 22, 1952)

Career summary, position, and significant positions concurrently
heldApril 1980
April 1986

Admitted to the bar
Established and became a partner in Sase andYonekawa Law Offices (currently Alpha
Partners Law Offices)

Number of theCompany’s
shares held-(Notes) 1. No conflict of interest exists between the candidate and the Company.
2. Substitute auditor candidate Isamu Yonekawa is proposed to be elected as a substitute for theoutside auditors.
3. Substitute auditor candidate Isamu Yonekawa satisfies the requirements for an outside auditor.
4. Reasons for proposing the candidate for substitute outside auditor
The Company proposes the election of Isamu Yonekawa as substitute outside auditor so that hecan utilize the legal knowledge he has cultivated over many years as a lawyer in the auditing
system of the Company if he is appointed to the position of auditor.
5. Reasons that the Company judges that Isamu Yonekawa will be able to perform his duties
appropriately as an outside auditor
Isamu Yonekawa has no experience of being directly involved in business management but as alawyer he is well-versed in corporate law, and he possesses sufficient knowledge to control
business management; therefore the Company judges that he will be able to perform his duties
appropriately as an outside auditor.
6. If Isamu Yonekawa is appointed to the position of auditor, then, on the condition that Proposal
No. 2: Partial Amendments to the Articles of Incorporation is approved and adopted asoriginally proposed, the Company plans to enter into a contract with him based on theprovisions of the Companies Act, Article 427, Paragraph 1 to limit his 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.

-9-

Proposal No. 6: Payment of Retirement Benefits to the Retiring Directors and Retiring Auditors
The Company proposes the payment of retirement benefits to Tomohisa Tsukamoto and Waichiro
Shimoyama, who will retire from their director positions due to the expiration of their terms of office at
the conclusion of this general meeting, and Masahiro Ishikawa and .Kikuo Sumino, who will retire fromtheir auditor positions due to the expiration of their terms of office at the conclusion of this general
meeting, to reward them for their service while in office, with the payments to be within the scope of theappropriate amounts in accordance with certain standards in the Company, with the specific amounts, thetiming of the payments, the method of payment, etc. to be at the discretion of the Board of Directors withrespect to the retiring directors and at the discretion of consultation among the auditors with respect tothe retiring auditors.
The career summaries of the retiring directors and retiring auditors are as follows.
NameCareer summary
June 1991
May 2000
April 2002
June 2004
April 2005
April 2007
April 2014
June 2014
June 1989
June 2003
April 2005

Director
Managing Director
Senior Managing Director
Executive Vice President and Director
Executive Vice President and Representative Director
President & COO
Executive Director
Executive Vice Chairman (current position)
Director
Managing Director
Senior Managing Director (current position)Masahiro Ishikawa

June 2007

Standing Corporate Auditor (current position)

Kikuo SuminoJune 2010

Standing Corporate Auditor (current position)

Tomohisa Tsukamoto

Waichiro Shimoyama

Proposal No. 7: Revision of the Amount of Compensation for Directors
In the 38th ordinary general meeting of shareholders held on June 29, 2006, a resolution was passed tolimit the amount of compensation for the directors of the Company to no more than 500 million yen peryear and this resolution has remained in force to the present day, but taking into account various factors
including the subsequent changes in economic conditions, etc., the Company proposes that the amount ofcompensation for directors be revised to no more than 700 million yen per year (including no more than
50 million yen for the outside directors). Furthermore, the Company proposes that the salary paid forbeing an employee who concurrently serves as a director is not included in the amount of compensation
for the director, as has been done previously.
Note that currently there are eight directors but if Proposal No. 3 is approved and adopted as originallyproposed, the number of directors will increase to ten (including two outside directors).

- 10 -