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.
Securities code: 6915
March 10, 2017
To Shareholders with Voting Rights:
Mitsuaki Koike
President
CHIYODA INTEGRE CO., LTD.
4-5 Akashi-cho, Chuo-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE 61ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 61st Ordinary General Meeting of Shareholders of CHIYODA INTEGRE
CO., LTD. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing. Please review theattached Reference Documents for the General Meeting of Shareholders, indicate your vote for or against
each proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on
Tuesday, March 28, 2017, Japan time.
1. Date and Time:

2. Place:

Wednesday, March 29, 2017 at 10:00 a.m. Japan time
(The date differs from the date corresponding to that of the previous ordinary
general meeting of shareholders due to the change in fiscal year-end.)
Hall ‘PRIMAVERA,’ 4th floor of Dai-Ichi Hotel Tokyo located at
1-2-6 Shimbashi, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Company’s 61stFiscal Year (September 1, 2015 - December 31, 2016) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 61st Fiscal Year
(September 1, 2015 - December 31, 2016)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Ten (10) Directors
Proposal 3:
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal 4:~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~◎◎◎◎

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception. Please bringthis Notice with you to save resources.
Should the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated
Financial Statements and Consolidated Financial Statements require revisions, they will be posted on the Company’swebsite (http://www.chiyoda-i.co.jp/).
Please be advised that souvenirs are not prepared for attending shareholders.
Among all the documents to be attached to this Notice, Notes to the Consolidated Financial Statements and Notes tothe Non-consolidated Financial Statements are posted on the Company’s website (http://www.chiyoda-i.co.jp/) inaccordance with provisions of laws and regulations as well as Article 15 of the Company’s Articles of Incorporation.
Therefore, the Appendix of this Notice comprises a portion of the Consolidated Financial Statements andNon-consolidated Financial Statements that were audited when the Accounting Auditor prepared the Audit Report.

-1-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
The Company considers profit returns to shareholders an important management task and makes it abasic policy to aim for a dividend payout ratio of 35% or more for the three (3) years from the fiscal year
ended December 31, 2016 to the fiscal year ending December 31, 2018.
Based on the above policy, the Company proposes the year-end dividend for this fiscal year to be ¥90
per share as follows, which will render the dividend payout ratio to be 35.6%.
(1) Type of dividend property:
Cash(2) Matters regarding the allocation of dividend property to shareholders and the total amount thereof:¥90 per share of common stock of the Company
Total amount: ¥1,172,007,720(2) Effective date of distribution of surplus:
March 30, 2017
Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal(1) The Company proposes to change the maximum number of Directors from nine (9) to eleven (11)for the purpose of adapting to changes in the business environment surrounding the Company aswell as reinforcement of the functions of the Board of Directors through means such as increasing
the number of Outside Directors. (Article 18 of the Articles of Incorporation)(2) In order to avoid any inconveniences caused by the annual election of substitute Audit &Supervisory Board Members, the effective term for the resolution of the election is to be amended
to two (2) years. (Article 32 of the Articles of Incorporation)
2. Description of the amendment
Description of the amendment is as follows.
Current(Number of Directors)
Article 18. The number of Directors of theCompany shall not exceed nine (9).
(Term of Office of Audit & Supervisory BoardMembers)
Article 32. (Omitted)
2. (Omitted)(Newly added)(Newly added)(Amended parts are underlined.)
Proposed amendment(Number of Directors)
Article 18. The number of Directors of theCompany shall not exceed eleven (11).
(Term of Office of Audit & Supervisory BoardMembers)
Article 32. (Unchanged)
2. (Unchanged)
3. The effective terms for the resolutionof the election of a substitute Audit &Supervisory Board Member pursuant
to Article 329, Paragraph 3 of theCompanies Act shall expire at thebeginning of the ordinary general
meeting of shareholders held withrespect to the last fiscal year ending
within two (2) years from his/herelection.
4. When the substitute Audit &Supervisory Board Member
mentioned above assumes office as an
Audit & Supervisory Board Member,-2-Current

Proposal 3:

Proposed amendment
the term of office shall expire at thesame time as the resigned Audit &Supervisory Board Member.
However, this shall not exceed thetime of conclusion of the ordinary
general meeting of shareholders held
respect to the last fiscal year ending
within four (4) years from his/herelection.

Election of Ten (10) Directors

The terms of office of all the eight (8) Directors will expire at the conclusion of this meeting. Accordingly,
the Company proposes the election of ten (10) Directors upon increasing the maximum number of Directors
by two (2) for the purpose of enhancement of future business expansion and the governance structure.
The effectuation of this proposal is subject to the approval of Proposal 2: Partial Amendments to theArticles of Incorporation.
The candidates for Director are as follows.
No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1969
September 1982

1

Mitsuaki Koike(January 5, 1951)

2

Akira Sato(April 2, 1956)

3

Takumi Murasawa(July 21, 1960)

4

Hiroyasu Kanabe(April 23, 1960)

September 1990
November 1999
November 2001
November 2002
March 1975
March 2001
September 2008
November 2008
November 2010
November 2011
November 2013
March 1983
September 2005
November 2006
September 2010
September 2011
November 2011
September 2012
March 1984
March 2002
April 2009
September 2011
January 2012
November 2012

5

Hiroyuki Kato(September 14,1960)

March 1983
September 2003
September 2012
September 2013
November 2014

Joined the Company
CHIYODA FELT CO. (S) PTE. LTD. (presently CHIYODAINTEGRE CO. (S) PTE. LTD.)
President, CHIYODA FELT CO. (S) PTE. LTD.
Director, the Company
Managing Director
President (to present)
Joined the Company
President, CHIYODA INTEGRE CO. (S) PTE. LTD.
General Manager, Overseas Department, the Company (topresent)
Director
General Manager, Overseas Business (to present)
Managing Director
Senior Managing Director (to present)
Joined the Company
General Manager, Japan Business (to present)
Director
General Manager, Development Center (to present)
General Manager, Tokyo BranchManaging Director (to present)
General Manger, Kanto Branch
Joined the Company
General Manager, Toyohashi Branch
General Manager, Tokyo Branch
Chairman, CHIYODA INTEGRE (SUZHOU) CO., LTD.
Area Manager, North China Area, Chairman of Local
Subsidiaries, North China Area, the Company
Director (to present)
In charge of China Business (to present)
Joined the Company
General Manager, Osaka Branch
General Manager, Sales Department
General Manager, Kanto Branch (to present)
Director (to present)-3-

Number ofshares of theCompany heldShares

93,051

31,28010,00010,600

6,020

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
October 1973June 2005
April 2007

6

July 2007
Katsumi Yanagisawa
July 2010(January 2, 1949)
July 2011

7

Osamu Mashimo(July 13, 1963)8*Mitsuru Sekiguchi(January 13, 1961)

June 2013
November 2013
April 1986
June 2001
January 2005
March 2006
June 2012
June 2014
November 2015
February 2016
March 1983
March 2011

September 2012
April 2013

9

*Tomoharu Tsuji(May 5, 1959)

10*Isao Murata(August 12, 1962)

April 1982
June 2003
September 2007
March 2015
March 1985
September 2012
October 2015

Joined TAIYO YUDEN CO., LTD.
Director, Senior Managing Officer, Chief of Sales Headquarters
Executive Director, Senior Managing Officer, Chief of Sales
Headquarters
Executive Director, Chief of Sales Headquarters
Director and Senior Executive Operating Officer, in charge ofSales, Chief of Sales Headquarters
Director, Senior Executive Operating Officer, in charge ofElectronic Components BusinessSpecial Advisor
Director, the Company (to present)
Joined Takara Co., Ltd. (presently TOMY Company, Ltd.)Board Director
Board Director, Senior Executive Officer
Board Director, TOMY Company, Ltd.
Senior Managing Director, Head of Toy Business HQManaging Executive Officer, in charge of Group Development
Director, the Company (to present)
Representative, Office Mashimo (to present)
Joined the Company
Area Manager, Southeast Asia (to present)
President, CHIYODA INTEGRE CO. (S) PTE. LTD. (topresent)
President, CHIYODA INTEGRE (PHILIPPINES)
CORPORATION
President, CHIYODA INTEGRE (THAILAND) CO., LTD. (topresent)
Joined RIVER ELETEC CORPORATION
Director, General Manager, Sales Division
Joined the Company
General Manager, Sales Department, Kanto Branch (to present)
Joined the Company
General Manager, Finance and Accounting Department (topresent)
Audit & Supervisory Board Member, SUNFELT CO., LTD. (topresent)

Number ofshares of theCompany held
Shares――

9,840

100

3,180(Notes)
1. Those marked with an asterisk(*) are new candidates for Director.
2. There are no special interests between each candidate and the Company.
3. The Company has entered into an agreement with Mr. Katsumi Yanagisawa and Mr. Osamu Mashimo to limit their liability
pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is theminimum amount stipulated by laws and regulations. In case of re-election, this agreement will continue to be effective.
4. Mr. Katsumi Yanagisawa and Mr. Osamu Mashimo are candidates for Outside Director. In addition, they are independent
directors prescribed by the Tokyo Stock Exchange.
5. Mr. Katsumi Yanagisawa has been providing valid opinions from a fair and objective standpoint as an Outside Director of theCompany. The Company proposes his election as an Outside Director in the expectation that he will continue to provide
appropriate supervision on the decision-making of the Board of Directors in the future.
In addition, his term of office as an Outside Director of the Company will be three (3) years and four (4) months at theconclusion of this meeting.
6. Mr. Osamu Mashimo has been engaged in corporate management at a listed company and also possesses operational
experience in manufacturing. The Company proposes his election as an Outside Director in the expectation that he will provide
valuable advice to the Board of Directors as well as contribute to the enhancement of corporate governance.
In addition, his term of office as an Outside Director of the Company will be one (1) year and four (4) months at the conclusionof this meeting.
7. In accordance with the approval of Partial Amendments to the Articles of Incorporation (amendment of fiscal year) in the59th Ordinary General Meeting of Shareholders held on November 27, 2014, the terms of office of all Directors will expire
at the conclusion of this meeting.

-4-Proposal 4:

Election of One (1) Substitute Audit & Supervisory Board Member

To prepare for cases where the number of Audit & Supervisory Board Members falls below the number
required by laws and regulations of three (3), the Company proposes the election of one (1) substitute Audit& Supervisory Board Member in advance.
The effect of the prior election in this proposal expires at the conclusion of the ordinary general meetingof shareholders to be held in two (2) years’ time subject to the approval of Proposal 2: Partial Amendments
to the Articles of Incorporation.
Consent has been obtained from the Audit & Supervisory Board regarding the submission of thisproposal.
The candidate for substitute Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Takanori Iitsuka(January 13, 1975)

Career summary, positions
and significant concurrent positions
December 2001
February 2002
February 2006
March 2007

August 2007

Registered as judicial scrivener
Partner, Harada Judicial Scrivener Office
Established Iitsuka & Matsuda Judicial Scrivener Office
Established Judicial Scrivener Corporation Iitsuka & Matsuda
Office (presently Judicial Scrivener Corporation Iitsuka LegalPartners), Representative Partner (to present)
Audit & Supervisory Board Member, I Knowledge Inc. (topresent)

Number ofshares of theCompany held
Shares―(Notes)
1. There are no special interests between the candidate for substitute Audit & Supervisory Board Member and the Company.
2. In case Mr. Takanori Iitsuka assumes office as an Outside Audit & Supervisory Board Member, the Company will enter into
an agreement with him to limit his liability pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amountof liability pursuant to the agreement is the minimum amount stipulated by laws and regulations.
3. Mr. Takanori Iitsuka is a candidate for External Audit & Supervisory Board Member. He satisfies the requirements forindependent directors prescribed by the Tokyo Stock Exchange.
4. Although Mr. Takanori Iitsuka has not been directly involved in corporate management in the past, he possesses knowledge
and operational experience in corporate legal affairs as a Representative Partner at a judicial scrivener corporation. In theexpectation that he is capable of appropriately conducting auditing operations drawing on his expertise, the Company
proposes his election as a substitute Outside Audit & Supervisory Board Member.

-5-