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 3, 2015
To Shareholders with Voting Rights
Tatsuro Nakamura
Chairman and Representative Director
Hirose Electric Co., Ltd.
5-23, Osaki 5-chome, Shinagawa-ku, TokyoNOTICE OF THE 68TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 68th 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 25, 2015 (Thursday) in accordance with the guidance below.

1. Date and Time:
2. Venue:

June 26, 2015 (Friday), 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
68th Fiscal Year (from April 1, 2014 to March 31, 2015) 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 68th Fiscal Year(from April 1, 2014 to March 31, 2015)
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. 31

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 25, 2015 (Thursday).
(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 June25, 2015 (Thursday).
(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’swebsite (http://www.hirose.co.jp/) pursuant to the provisions of the relevant laws and regulations and Article
15 of the Company’s Articles of Incorporation, therefore these are not included in this Notice. TheConsolidated and Non-consolidated Financial Statements included in this Notice are part of the Consolidated
and Non-consolidated Financial Statements that the Accounting Auditor audited to prepare the 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 (http://www.hirose.co.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:¥115 per share of the Company’s common shares
Total amount of dividends: ¥3,899,997,875
Because an interim dividend of ¥115 per share was paid, the annual dividend for the fiscal year
ended March 31, 2015 is ¥230 per share.
(3) Effective date of dividends of surplus: June 29, 2015

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
In order to establish a corporate management system that can respond swiftly to changes in thebusiness environment, the Company proposes to make necessary amendments to Article 13 of thecurrent Articles of Incorporation to newly provide for a Director determined in advance by the Boardof Directors to convene the general meeting of shareholders and to serve as chairperson at suchmeeting.
Moreover, in accordance with revisions to laws, the Company proposes to make partial amendments
to Article 28 of the current Articles of Incorporation to newly enable the conclusion of agreements
limiting liability with Directors who do not execute business and Audit & Supervisory Board Members,
so that they can fully perform the roles expected of them.
Note that consent has been obtained from each Audit & Supervisory Board Member for theamendments to Article 28 of the Articles of Incorporation.
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 III.
General Meeting of Shareholders

CHAPTER III.
General Meeting of Shareholders(Person having authority to convene and to serve aschairperson)
Article 13. General meetings of shareholders shall be
convened and chaired by the Chairman andDirector, unless otherwise provided for by laws
and regulations.
2. If the Chairman and Director is unable to so act,
another Director, in accordance with the order
determined in advance by the Board ofDirectors, shall act in his/her place.

(Person having authority to convene and to serve aschairperson)
Article 13. General meetings of shareholders shall be
convened and chaired by a Director determinedin advance by the Board of Directors, unlessotherwise provided for by laws and regulations.
2. If the Director in the preceding paragraph isunable to so act, another Director, in accordancewith the order determined in advance by theBoard of Directors, shall act in his/her place.

3

Current Articles of Incorporation

Proposed Amendments to the Articles of Incorporation

CHAPTER VI.
Exemption from Liability of Directors andAudit & Supervisory Board Members

CHAPTER VI.
Exemption from Liability of Directors andAudit & Supervisory Board Members(Partial exemption from liability for damages)(Partial exemption from liability for damages)
Article 28. The Company may, by resolution of the Board
Article 28. (Same as the present)of Directors, exempt Directors (including formerDirectors) and Audit & Supervisory BoardMembers (including former Audit &Supervisory Board Members) from their liability
for damages to the Company to the extent
prescribed by laws and regulations.
2. The Company may enter into agreements with
2. The Company may enter into agreements with
Outside Directors and Outside Audit &Directors excluding Executive Directors, etc.
Supervisory Board Members regarding theirand Audit & Supervisory Board Members
liability for damages to the Company; provided,
regarding their liability for damages to thehowever, that the maximum amount of theCompany; provided, however, that the maximum
liability under such agreements shall be theamount of the liability under such agreements
amount prescribed by laws and regulations.
shall be the amount prescribed by laws andregulations.

Proposal No. 3: Election of Eight (8) Directors
The term of office of all nine (9) Directors will expire at the close of this Ordinary General Meetingof Shareholders, therefore, the Company proposes the election of eight (8) Directors.
The candidates are as follows:
NameCareer summary, positions and responsibilities in the Company
Number ofNo.
(Date of birth)and significant concurrent positions at other organizations
shares owned
March 1969
Joined the Company
October 1991
General Manager–Presidential Staff Office ofthe Company
June 1992
Director of the Company, Delegated to act as
General Manager–Presidential Staff Office
June 1995
Managing Director of the Company, Delegatedto act as General Manager–Production;
concurrently responsible for Engineering
Division, SB Department and Quality
Assurance Department
June 1999
Senior Managing Director of the Company
Tatsuro Nakamura June 2000
President and Representative Director of the13,700(February 26, 1947)
Company
June 2012
Chairman and Representative Director of theCompany(to present)(Significant concurrent positions at other organizations)
Chairman and Representative Director of TOHOKU HIROSE
ELECTRIC CO., LTD.
Chairman and Representative Director of KORIYAMA HIROSE
ELECTRIC CO., LTD.
Chairman and Representative Director of ICHINOSEKI HIROSE
ELECTRIC CO., LTD.
Representative Director of HIROSE KOREA CO., LTD.

4

No.

Name
(Date of birth)2

Kazunori Ishii(January 4, 1960)

3

Mitsuo Nakamura(February 23,1958)

4

Makoto Kondo(October 5, 1952)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares ownedApril 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 ofthe 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 &Marketing; concurrently General
1,000Manager–Corporate Innovation Office
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.
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(to present)
500
Delegated to act as Deputy General
Manager–Engineering
June 2013
Delegated to act as General
Manager–Engineering(to present)
April 1977
Joined Sony Corporation
March 2004
General Manager, Management Planning
Department, Mobile Network Company,
Energy Company of Sony Corporation
January 2005
Joined the CompanyJuly 2007
Deputy General Manager–Sales & Marketingof the Company
0June 2009
Operating Officer of the Company
June 2010
Director of the Company(to present)
Delegated to act as Deputy General
Manager–Sales & Marketing
June 2012
Delegated to act as General Manager–Sales &Marketing(to present)

5

No.

Name
(Date of birth)

5Kazuhisa Nikaido(May 9, 1953)

6

Kazuyuki Iizuka(December 19,1953)

7

Hiroaki Okano(August 1, 1955)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
May 1986
Joined KORIYAMA HIROSE ELECTRIC
CO., LTD.
August 2000
General Manager, Miyako Plant, TOHOKUHIROSE ELECTRIC CO., LTD.
June 2007
Transferred to the Company
Deputy General Manager–Production of the700
Company
June 2009
Director of the Company, Delegated to act as
General Manager–Production;
concurrently responsible for Quality Assurance
Department(to present)
April 1979
Joined Tokyo Shibaura Electric K.K. (currently
TOSHIBA CORPORATION)
August 1990
Joined SRI International
February 1997 Joined Anderson Consulting (currentlyAccenture Japan Ltd)
February 2000 Joined NTT DATA INSTITUTE OFMANAGEMENT CONSULTING, Inc.
April 2006
Partner, Industrial Consulting Division, NTT
DATA INSTITUTE OF MANAGEMENTCONSULTING, Inc.
April 2007
Joined the Company
0July 2007
Deputy General Manager–Administration ofthe Company
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)
April 1982
Joined Hitachi Cable, Ltd.
September 2003 Joined the Company
April 2013
Deputy General Manager–Engineering of theCompany
0June 2014
Operating Officer of the Company, Delegatedto act as Deputy General Manager–Engineering(to present)

6No.

Name(Date of birth)

8Kensuke Hotta(October 12,1938)

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 SecuritiesCo., Ltd.)
October 2007
Chairman and Representative Director of Hotta
Sogo Jimusho K.K.
(to present)
0December 2008 Chairman and Representative Director ofGreenhill & Co. Japan Ltd.
(to present)
June 2011
Director of the Company(to present)(Significant concurrent positions at other organizations)
Chairman and Representative Director of Hotta Sogo Jimusho
K.K.
Chairman and Representative Director of Greenhill & Co. Japan
Ltd.

Notes:
1. No conflict of interest exists between the Company and any of the above candidates.
2. Information on the candidates for Outside Director is as follows.
(1) Kensuke Hotta is a candidate for Outside Director.
The Company designates Mr. Hotta as an Independent Officer as stipulated by the Tokyo Stock
Exchange and reports him as such to the exchange.
(2) Reasons for the appointment of Mr. Hotta for Outside Director and his independency
1) We ask that Mr. Hotta be elected as an Outside Director expecting him to utilize hismanagerial experience at other companies to enhance the management of the Company.
2) Mr. Hotta’s term of office as Outside Director will be four years at the closing of this General
Meeting of Shareholders.
3) Mr. Hotta is not an executive at business operators that have specific relations with theCompany. Also, he has not been an executive at business operators that have specificrelations with the Company in the past five years.
4) Mr. Hotta does not plan to receive a large amount of money or other assets (other thanremuneration paid for his service as Director of the Company) from the Company orbusiness operators that have specific relations with the Company. Also, he has not received
such in the past two years.
5) Mr. Hotta is not a spouse or relative within the third degree of consanguinity or of similar
status of anyone in a position to execute business at the Company or business operators thathave specific relations with the Company.
6) Mr. Hotta 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) Liability limitation agreement with Outside Director
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into
liability limitation agreement with Mr. Hotta, a candidate for the Outside Director, to limit hisliability for damages under Article 423, Paragraph 1 of the Act to the effect that if it is not
resulting from serious negligence and his duties are conducted in good faith, the limit ofliability under such agreement (minimum liability amount) shall be the total of the amount set
forth in each item of Article 425, Paragraph 1 of the Act.

7