This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Securities Code: 6924
June 5, 2018

To Our Shareholders:
1-4-16, Nihonbashi-bakurocho, Chuo-ku, Tokyo

IWASAKI ELECTRIC CO., LTD.
Yoshitake Ito,
President and Chief Executive Officer

Notice of the 103rd Ordinary General Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 103rd Ordinary
General Meeting of Shareholders as described below.
If you are unable to attend the meeting on the date, you may also exercise your voting rights
in writing. We kindly request you to read the following Reference Document for theOrdinary General Meeting of Shareholders, indicate “for” or “against” on each agenda itemon the voting form enclosed herewith, and return it no later than 5:20 p.m., June 26, 2018
(Tuesday).
Sincerely yours,

1.

Date:

10:00 a.m., June 27 (Wednesday), 2018

2.

Venue:

3rd Floor, Convention Hall, SUNRISE Bldg.
11-12, Nihonbashi-Tomizawacho, Chuo-ku, Tokyo

3.

Purposes:
Items to be reported:

1.

2.

Items to be resolved:
Agenda No. 1:
Agenda No. 2:
Agenda No. 3:

The business report, the consolidated financial statements
and the results of consolidated financial statement audits by
the Accounting Auditor and the Audit & Supervisory
Board for the 103rd business period (April 1, 2017 toMarch 31, 2018)
The non-consolidated financial statements for the 103rd
business period (April 1, 2017 to March 31, 2018)

Appropriation of Retained Earnings
Election of Seven (7) Directors
Election of One (1) Substitute Audit & Supervisory Board
Member-1-

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

4.

Disclosure by the Internet:
Of the documents to be provided with this notice, the Notes to the Consolidated Financial
Statements and the Notes to the Non-Consolidated Financial Statements are not provided in
the documents with this notice because they have been posted on the Company’s website(http://www.iwasaki.co.jp/), pursuant to the provisions of applicable laws and regulations
and Article 14 of the Articles of Incorporation.
The Notes to the Consolidated Financial Statements and the Notes to the Non-Consolidated
Financial Statements were audited as part of the consolidated financial statements andnon-consolidated financial statements when the Accounting Auditor and Audit &Supervisory Board Members prepared the Audit Report.

◎

When you attend the meeting, we kindly request that you submit the enclosed voting form to
the receptionist at the venue. If there are any revisions to the Reference Document for theOrdinary General Meeting of Shareholders, the business report, and/or the non-consolidated
and the consolidated financial statements, such revisions will be listed on the Company’s
website. (URL: http://www.iwasaki.co.jp/)◎

At the venue of the Meeting, we will save energy by adjusting the air conditioning andlighting, while wearing light clothing (cool biz, a campaign of the Japanese government).
Shareholders are kindly asked to be lightly dressed as well.

-2-This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Reference Document for the Ordinary General Meeting of Shareholders
Agenda No. 1: Appropriation of Retained Earnings
The dividend policy of the Company aims for the continued and stable payment of dividends
as the basic principle. Hence, we determine dividends by considering earnings and thebusiness conditions of the fiscal year under review, while taking into account the internal
reserves needed in preparation for business development in the future.
We propose the year-end dividend for the fiscal year under review as follows.
Year-end Dividend
1)Type in which dividends are paid
Cash payment

2)3)

Allocation of dividends and total amount of dividends
Common share of the Company

40 yen per common share

The total amount of dividends

312,578,760 yen

Effective date on which dividends are disbursed from retained earnings
June 28, 2018.

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This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Agenda No. 2: Election of Seven (7) Directors
The terms of office of all eight (8) Directors will expire at the close of this Ordinary General
Meeting of Shareholders. Accordingly, we request the election of seven (7) Directors (two ofwhom are Outside Directors), reducing the number of Directors by one (1) in a bid tostreamline the Company’s management system.
The candidates for Directors are as follows.

Candidate
No.

Name

Current position

1

Yoshitake Ito

2

Kazuo Saotome

3

Masanori Kato

4

Masayuki Arimatsu

5

Shungo Hiromura

Outside Director(Reappointment)(Outside)(Independent)

Makoto Inamori

Senior Executive Officer in charge ofIntellectual Property & Legal
Division, Quality Assurance Division,
Evaluation Test Center, Research &Development Division, and Technical
Service Division(New appointment)

6

7

President and Chief Executive Officer

Category

Director, Managing Executive
Officer, General Manager of Sales &Marketing Business Unit
Director, Senior Executive Officer,
General Manager of Lighting
Solutions Business Unit and in chargeof Finance & Accounting Division
Director, Senior Executive Officer incharge of General Affairs Division,
Public Relations Department,
Customer Support Center, Corporate
Planning Division, and Information
System Division(Reappointment)(Reappointment)(Reappointment)(Reappointment)(New appointment)(Outside)(Independent)

Kenji Ohya

(Reappointment):

Candidate for reappointment as Director(New appointment):

Candidate for new appointment as Director(Outside):

Candidate for Outside Director(Independent):

Candidate for Independent Director in accordance with the rules of theTokyo Stock Exchange-4-This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1983
April 2006

1

Joined the Company
General Manager of Sales Management
Department, Domestic Sales Business
Division
July 2007
General Manager of Corporate Planning
Department, Administration Division
June 2012
Executive Officer and General Manager of
Administration Division
October 2012 Executive Officer and General Manager of
Administration Division and General
Affairs Division
Yoshitake Ito(May 11, 1958) April 2013 Executive Officer and General Manager ofApplied Optics Business Division
Reappointment[Attendance at the Board April 2015
Senior Executive Officer and Generalof Directors meetings
4,100 shares
Manager of Applied Optics Businessduring the fiscal year
Divisionunder review]
13 times
June 2015
Director, Senior Executive Officer, andout of 13 meetings
General Manager of Applied Optics(100.0%)Business Division
April 2016 President and Chief Executive Officer(current position)[Reason for selecting him as a candidate for Director]
He assumed the position of President and Chief
Executive Officer in April 2016, after working in thesales division, and the management divisions including
the corporate planning division and the applied optics
business division. We have judged that, by utilizing his
experience and knowledge, he would be capable ofcontributing to management of the Company.

-5-This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1977
April 2005

2

Joined the Company
General Manager of Corporate
Management Department, Corporate
Planning Office
April 2007 General Manager of Manufacturing
Planning Department
August 2010 General Manager of Manufacturing
Planning Department, and President andChief Executive Officer of TSUKUBAIWASAKI CO., LTD.
June 2011
President and Chief Executive Officer of
TSUKUBA IWASAKI CO., LTD.
June 2011
Director of the Company and President
and Chief Executive Officer of
TSUKUBA IWASAKI CO., LTD.
April 2012 Director and General Manager of
Manufacturing Planning Division of theCompany, and President and Chief
Executive Officer of TSUKUBAIWASAKI CO., LTD.
Kazuo Saotome
Director and General Manager of(July 23, 1958) May 2012
Manufacturing Planning Division of theReappointment
Company[Attendance at the Board
3,300 sharesof Directors meetings June 2012
Director, Executive Officer, and Generalduring the fiscal year
Manager of Manufacturing Planningunder review]
Division
13 timesout of 13 meetings
April 2013 Director, Executive Officer, General(100.0%)Manager of Manufacturing Planning
Division, and General Manager of Saitama
Plant
April 2015 Director in charge of manufacturing andGeneral Manager of Saitama Plant
April 2017 Director, Senior Executive Officer, andGeneral Manager of Sales & Marketing
Business Unit
April 2018 Director, Managing Executive Officer, andGeneral Manager of Sales & Marketing
Business Unit (current position)[Reason for selecting him as a candidate for Director]
He has a wealth of business experience through his
career in the manufacturing division following that in thecorporate management division. Currently, he is wellversed in existing channel development primarily inpublic sectors and the electrical materials market, andalso the operation of business organizations, where he is
responsible for development, manufacturing and sales.
We have judged that, by utilizing his experience and-6-This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
knowledge, he would be capable of continuing to makecontributions to management of the Company.

-7-

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1983
April 2002

3

Joined The Dai-Ichi Kangyo Bank, Ltd.
Deputy General Manager ofUchisaiwaicho Corporate Banking
Division No. 5, Mizuho Corporate Bank,
Ltd. (current Mizuho Bank, Ltd.)
April 2009 General Manager of International Credit
Division of Mizuho Corporate Bank, Ltd.
(current Mizuho Bank, Ltd.)
June 2011
General Manager of International Sales
Department of the Company
April 2012 General Manager of Finance &Accounting Department
April 2013 General Manager of Administration
Division
June 2013
Director and General Manager of
Administration Division
Masanori Kato
April 2015 Director and General Manager of(October 19,
Administration Division and in charge of
1959)
international business
Reappointment April 2017 Director, Senior Executive Officer in[Attendance at the Board
2,600 sharescharge of Corporate Managementof Directors meetings
Division, Information System Division,
during the fiscal year
under review]
and Finance & Accounting Division
13 times
April 2018 Director, Senior Executive Officer,out of 13 meetings
General Manager of Lighting Solutions(100.0%)Business Unit and in charge of Finance &Accounting Division (current position)[Reason for selecting him as a candidate for Director]
Since he joined the company following his career inbanking, he has worked in the international businessdivision, and the finance and corporate management
division. Through this experience, he is well versed in
new channel development in private sectors including
those for overseas businesses, and also operations ofbusiness organizations, where he is responsible fordevelopment, manufacturing and sales. Moreover, he has
been appropriately performing his functions and duties as
an officer in charge of the finance division.
We have judged that, by utilizing his abundant
experience and knowledge, he would be capable ofcontinuing to make contributions to management of theCompany.

-8-This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1981
July 2007

4

Joined the Company
General Manager of Lighting Source
Business Planning Department in chargeof lighting source business
June 2008
General Manager of Lighting Source Sales
Department, Sales Division
April 2009 General Manager of Lighting Source Sales
Department
April 2012 General Manager of Product Strategy
Department, Lighting Business Strategy
Division
April 2013 Executive Officer, General Manager ofLighting Business Strategy Division, andGeneral Manager of Product Strategy
Department
April 2014 Executive Officer, General Manager ofLighting Business Strategy Division, andGeneral Manager of Lighting Business
Planning Department
Masayuki
April 2015 Senior Executive Officer, General
Arimatsu
Manager of Lighting Business Strategy(October 4, 1956)
Division, and General Manager ofReappointment
Lighting Business Planning Department[Attendance at the Board
1,200 sharesof Directors meetings June 2016
Director, Senior Executive Officer,
during the fiscal year
General Manager of Lighting Businessunder review]
Strategy Division, and General Manager of
13 times
Lighting Business Planning Department
out of 13 meetings(100.0%)April 2017 Director, Senior Executive Officer incharge of General Affairs Division, Public
Relations Department, and Customer
Support Center
April 2018 Director, Senior Executive Officer incharge of General Affairs Division, Public
Relations Department, Customer Support
Center, Corporate Planning Division, andInformation System Division (current
position)[Reason for selecting him as a candidate for Director]
He has abundant experience in businesses including his
engagement in the product planning and the lighting
business strategy divisions. He is currently in charge ofgeneral affairs, public relations, and CS divisions and iswell versed in business as an officer in charge ofcorporate planning and information system divisions. We
have judged that, by utilizing his experience andknowledge, he would be capable of contributing tomanagement of the Company.

-9-This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
July 1980
April 2004

5

Joined Toppan Printing Co., Ltd.
Deputy General Manager of Public
Relations Division of Toppan Printing Co.,Ltd.
June 2007
Director of Toppan Printing Co., Ltd.
June 2010
Managing Director of TOPPAN FORMS
CO., LTD.
Shungo Hiromura June 2014
Advisor to TOPPAN FORMS CO., LTD.
(June 11, 1951) June 2015
Director of the Company and Advisor to
Reappointment
TOPPAN FORMS CO., LTD.
OutsideJune 2016
Director of the Company and Advisor(non-permanent) to TOPPAN FORMS
IndependentCO., LTD. (current position)[Attendance at the Boardof Directors meetings
during the fiscal year (Significant concurrent positions)
under review]
Advisor (non-permanent) to TOPPAN FORMS CO.,
13 timesLTD.
out of 13 meetings[Reason for selecting him as a candidate for Director](100.0%)He has experience in serving as a Director at Toppan
Printing Co., Ltd. and TOPPAN FORMS CO., LTD. We
have judged that he is a person capable of contributing tomanagement of the Company because he is expected toreflect his experience and abundant knowledge inbusiness strategy from the position of Outside Director
while giving advice on the whole management from a
position that is independent of the Company.

- 10 -

800 shares

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1979

Joined the Company

October 2008 General Manager of Technical Service
Division
April 2012 General Manager of Technology Division
June 2012

6

Executive Officer, General Manager ofTechnology Division
April 2015 Senior Executive Officer, General
Manager of Technology Division
April 2017 Senior Executive Officer in charge ofIntellectual Property & Legal Division,
Makoto Inamori
Quality Assurance Division, Research &(November 21,
Development Division, Technical Service
1958)
Division, and Evaluation Test Center
New appointment April 2018 Senior Executive Officer in charge ofIntellectual Property & Legal Division,
Quality Assurance Division, Evaluation
Test Center, Research & Development
Division, and Technical Service Division(current position)[Reason for selecting him as a candidate for Director]
He has abundant business experience through many yearsof engagement in the technical service division, and iswell versed in business. We have judged that, by utilizing
such experience and knowledge, he would be capable ofcontributing to management of the Company.

- 11 -

400 shares

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1972

Joined Nihon Denso Corporation (current
DENSO CORPORATION)
January 1997 General Manager of New Businesses andSales Department of DENSOCORPORATION
June 2000
Director of DENSO CORPORATION
June 2004

7

Executive Director of DENSOCORPORATION
June 2007
Senior Executive Director of DENSO
Kenji Ohya
CORPORATION(November 4,June 2009
Executive Vice President of DENSO
1949)
CORPORATION
New appointment
June 2010
President and CEO of ASMO CO., LTD
OutsideAdvisor to ASMO CO., LTD
Independent June 2014
June 2016Retired from Advisor to ASMO CO., LTD[Reason for selecting him as a candidate for Director]
He has experience in serving as Director of DENSOCORPORATION. We have judged that he would becapable of contributing to management of the Company
by reflecting his experience as a manager and wide-range
of knowledge in management of the Company from theposition of an Outside Director, while strengthening
corporate governance from his position which is
independent of the Company.

0 shares

Notes:
1.
The candidate for Director, Mr. Shungo Hiromura, is concurrently serving as Advisor(non-permanent) to TOPPAN FORMS CO., LTD.
2.
There are no special conflicts of interests between the candidates and the Company.
3.
The candidates for Directors, Mr. Shungo Hiromura and Mr. Kenji Ohya, are candidates for Outside
Directors.
4.
The candidate for Director, Mr. Shungo Hiromura, will have served three years as Outside Director, atthe close of this Ordinary General Meeting of Shareholders.
5.
(1) We selected the candidate for Director, Mr. Shungo Hiromura, as a candidate for Outside Director
because he has experience and abundant knowledge in corporate management and businessstrategy, and is expected to strengthen functions of the Board of Directors by providing opinions
and advice on growth of the Company and improvement in corporate value from a position that is
independent of the Company. Accordingly, we request his election as Outside Director.
(2) We selected the candidate for Director, Mr. Kenji Ohya, as a candidate for Outside Director tohave him reflect his experience as a manager and wide range of knowledge in the management of
the Company as well as to strengthen corporate governance of the Company from a position that is
independent of the Company. Accordingly, we request his election as Outside Director.
6.
The Company has notified Tokyo Stock Exchange, Inc. that Mr. Shungo Hiromura is an independent
director in accordance with its rules. In addition, as the Candidate for Director, Mr. Kenji Ohya satisfies
the criteria for independent director as prescribed by the rules of the Tokyo Stock Exchange (TSE), theCompany will register him as an independent director with the TSE.
7.
The Company has concluded an agreement with Mr. Shungo Hiromura pursuant to the provisions ofArticle 427, Paragraph 1 of the Companies Act to limit the amount of his liability to damages asprovided for in Article 423, Paragraph 1 of the Companies Act. Pursuant to the agreement, the amountof liability for damages shall be the minimum amount provided for by Article 425, Paragraph 1 of the- 12 -

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

8.

Companies Act. If the election of Mr. Shungo Hiromura is approved, the Company shall continue thesaid agreement. Further, the Company will enter into a limited liability agreement with Mr. Kenji Ohyaupon his election as a Director.
Attendance at Board of Directors meetings for the fiscal year under review is the attendance at those
held during the 103rd business period.

- 13 -

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Agenda No. 3: Election of One (1) Substitute Audit & Supervisory Board Member
In order to prepare for the case where the number of Audit & Supervisory Board Members
falls short of the number stipulated by laws and regulations, the Company requests theelection of one (1) Substitute Audit & Supervisory Board Member in advance. With regard to
this agenda item, the consent of the Audit & Supervisory Board has been obtained.
The candidate for Substitute Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Brief profile, position at the Company(Significant concurrent positions)
April 1970
June 1998

Masayuki
Yamazaki(September 16,
1947)
Reappointment
OutsideJoined Taiyo Bank Limited
Director and General Manager of Credit
Department No. 1 of the Sakura Bank,
LimitedMarch 2003
President and Representative Director of
SMBC Loan Administration andOperations Service Co., Ltd.
Director of Tokyo Women’s Medical
April 2011
University
June 2013
Audit & Supervisory Board Member of
the Company
June 2015
Audit & Supervisory Board Member of
the Company, and Outside Director of
TBK Co., Ltd.
June 2017Retired from Audit & Supervisory Board
Member of the Company
Outside Director of TBK Co., Ltd.
(current position)(Significant concurrent positions)
Outside Director of TBK Co., Ltd.
[Reason for selecting him as a candidate for Substitute
Audit & Supervisory Board Member]
He has a wealth of experience and abundant knowledge offinancialbusinessand corporate
management.
Accordingly, we have judged that he would be capable ofcontributing to maintaining and improving thetransparency of management of the Company, and its
monitoring and supervisory functions.

Number of theCompany’s sharesowned

500 shares

Notes:
1.
There are no special conflicts of interests between the candidate and the Company.
2.
Mr. Masayuki Yamazaki is the candidate for Substitute Outside Audit & Supervisory Board Member.
3.
If Mr. Masayuki Yamazaki assumes the Outside Audit & Supervisory Board Member, the Company
will conclude an agreement with him pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act to limit the amount of his liability for damages as provided for in Article 423, Paragraph
1 of the Companies Act. Pursuant to the agreement, the amount of liability for damages shall be theminimum amount provided for by Article 425, Paragraph 1 of the Companies Act.

- 14 -

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

<Reference> Standards for Independence of Outside Directors (Directors and Audit& Supervisory Board Members)
The Company has adopted the following criteria to ensure independence of Outside
Directors:
1. A person who is not and has not been an executing person (Director, Executive Officer orother employee) or Audit & Supervisory Board Member of the Company or the Group;
2. A person who is not an important executing person (director, executive officer or otherimportant employee) of a large shareholder of the Company (a party which holds 10% ormore of the total voting rights of the Company);
3. A person who is not an important executing person of the company for which theCompany is a large shareholder (a party which holds 10% or more of the total voting
rights of the company);
4. A person who is not an important executing person of a principal business partner (a party
whose payment or receipt of consideration for transactions with the Company accounts formore than 2% of the consolidated gross sales in any of the past three fiscal years including
the most recent one);
5. A person who has not been a director, audit and supervisory board member, executive
officer or other employee of a financial institution that is a principal lender for theCompany or the Group, in any of the past three fiscal years including the most recent one;
6. A person is not a legal expert, accounting and tax expert, expert in various kinds ofvarious consulting, or research and education expert who receives a large amount of
remuneration or donation from the Company (10 million yen or more for an individualand more than 2% of the consolidated gross sales for a corporation or group, in any of thepast three fiscal years including the most recent one);
7. A person who is not a relative (who is within the third degree of kinship or resides in thesame house) of an executing person of the Company and the Group, a principal business
partner of the Company, or a group which receives a large donation from the Company;
and8. A person who is not otherwise reasonably deemed to be subject to doubts about his/her
independence or to have conflicts of interest with ordinary shareholders.

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