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 8, 2012
To Shareholders with Voting Rights
Tatsuro Nakamura
President and Representative Director
Hirose Electric Co., Ltd.
5-23, Osaki 5-chome, Shinagawa-ku, TokyoNOTICE OF THE 65TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 65th 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. Please read theReference Documents for the General Meeting of Shareholders and indicate your approval or disapproval ofeach proposal on the enclosed Voting Rights Exercise Form and send it to the Company.

1. Date and Time:
2. Venue:

June 28, 2012 (Thursday), 10 a.m.
1-1, Shirokanedai 1-chome, Minato-ku, TokyoHAPPO-EN, 2F SUNLIGHT

3. Agenda of the Meeting:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
65th Fiscal Year (from April 1, 2011 to March 31, 2012) and results of audits
by the Accounting Auditor and the Board of Corporate Auditors of theConsolidated Financial Statements
2. Nonconsolidated Financial Statements for the Company’s 65th Fiscal Year(from April 1, 2011 to March 31, 2012)
Proposals to be resolved:
Dividends from Surplus
Proposal No. 1
Partial Amendment to the Articles of Incorporation
Proposal No. 2
Election of Three (3) Corporate Auditors
Proposal No. 3
Issuance of Stock Acquisition Rights as Stock Options
Proposal No. 4〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrivalat the meeting.
In the event any matters are to be changed with respect to the Reference Documents for the General Meetingof Shareholders, the Business Report and/or the Consolidated and Nonconsolidated Financial Statements, thechanges will be disclosed immediately on the Company’s website (http://www.hirose.co.jp/).

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Dividends from 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:¥55 per share of the Company’s common stock
Total amount of dividends: ¥1,903,231,990
Because an interim dividend of ¥75 per share was paid, the annual dividend for the fiscal year
ended March 31, 2012, is ¥130 per share.
(3) Effective date of distribution of surplus: June 29, 2012
Proposal No. 2: Partial Amendment to the Articles of Incorporation
1. Reason for the amendment
To reinforce our management structure, we would like to newly add one director with the title“Director and Vice Chairman.” This change requires an amendment to Article 22 of the current
Articles of Incorporation of the Company.
2. Content of the amendment
The content of the amendment is as follows.
(The proposed amendment is underlined.)
Current Articles of Incorporation
Proposed Amendment
Article 4. Directors and Board of Directors
Article 4. Directors and Board of Directors(Representative Directors and Directors withTitles)
Article 22. The Board of Directors, byresolution of its meetings, can elect one
Director and Supreme Advisor, one
Chairman of the Board, one Director andPresident, one Director and Vice President
and a few Senior Managing Directors andManaging Directors.
2. The Company shall elect Representative
Directors from among the Directors in thepreceding paragraph.

2(Representative Directors and Directors withTitles)
Article 22. The Board of Directors, byresolution of its meetings, can elect one
Director and Supreme Advisor, oneChairman of the Board, one Director andPresident, one Director and Vice
Chairman, one Director and Vice President
and a few Senior Managing Directors andManaging Directors.
2. (Same as current)Proposal No. 3: Election of Three (3) Corporate Auditors
The term of office of Corporate Auditors Hidesato Sekine, Takashi Higa and Terukazu Sugishima will
expire at the close of this Ordinary General Meeting of Shareholders, therefore, the Company proposes
the election of three (3) Corporate Auditors.
This proposal has been approved by the Board of Corporate Auditors.
The candidates are as follows:
Name
Past experience, positions, responsibilities
Number of shares ofNo.
(Date of birth)and significant concurrent positions
the Company heldApril 1972
Joined Kanematsu-Gosho, Ltd. (currently
KANEMATSU CORPORATION)
October 1974 Joined PwC Japan
April 1978
Joined Serizawa Law and Accounting Office
March 1979 Registered as a Certified Public Accountant
Terukazu
June 1979
Registered as a Certified Public Tax1
SugishimaAccountant0(March 12, 1950) April 1985
Established Sugishima Accounting Office(to present)
June 2007
Outside Auditor, Starzen Co., Ltd.
(to present)
June 2008
Corporate Auditor of the Company(to present)
April 1967
Joined Dai-Tokio Marine & Fire InsuranceCo., Ltd.
(currently Aioi Nissay Dowa Insurance Co.,Ltd.)
June 1994
Director, Dai-Tokio Marine & Fire InsuranceCo., Ltd.
June 1995
Managing Director, Dai-Tokio Marine & Fire
Insurance Co., Ltd.
June 1997
Representative Director and Senior ManagingDirector, Dai-Tokio Marine & Fire InsuranceCo., Ltd.
June 1998
Representative Director, Dai-Tokio Marine &Akira Seshimo
Fire Insurance Co., Ltd.
2(August 24,0April 2001
Representative Director and President, Aioi1941)
Insurance Co., Ltd.
April 2004
Representative Director and Chairman of theBoard, Aioi Insurance Co., Ltd.
June 2007
Senior Advisor (retired as Director), Aioi
Insurance Co., Ltd.
June 2007
Outside Auditor, TOKAI CORPORATION
October 2010 Senior Advisor, Aioi Nissay Dowa InsuranceCo., Ltd.
(to present)
April 2011
Outside Auditor, TOKAI HOLDINGSCORPORATION(to present)

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No.

Name
(Date of birth)

3Tsukasa
Yunoki(July 6, 1943)

Past experience, positions, responsibilities
and significant concurrent positions
April 1968
Registered as an attorney-at-law (Joined theDaini Tokyo Bar Association)
April 1968
Joined Junjiro Tomisawa Law Office
January 1970 Established Yunoki Law Office
May 1997
Principal of Yunoki Law Office(to present)
June 2010
Outside Corporate Auditor, Ricoh Company,Ltd.
(to present)

Number of shares ofthe Company held

0

Notes:
1. No conflict of interest exists between the Company and any of the above candidates.
2. Information on the candidates for Outside Corporate Auditor is as follows.
(1) Messrs. Terukazu Sugishima, Akira Seshimo and Tsukasa Yunoki are candidates for Outside
Corporate Auditor.
(2) Reasons for the appointment of these candidates for Outside Corporate Auditor and theirindependence1) We ask that Terukazu Sugishima be elected as an Outside Corporate Auditor expecting him touse his professional knowledge and long experience as a Certified Public Accountant for theCompany’s audits. The term of office of Mr. Sugishima as the Company’s Outside Corporate
Auditor will be four years at the conclusion of this Ordinary General Meeting of Shareholders.
We ask that Akira Seshimo be elected as an Outside Corporate Auditor expecting Mr. Seshimo
to use his experience as a corporate executive of other companies for the Company’s audits.
We ask that Tsukasa Yunoki be elected as an Outside Corporate Auditor expecting him to use
his professional knowledge and long experience nurtured in his service as an attorney-at-law.
2) None of the candidates (Terukazu Sugishima, Akira Seshimo and Tsukasa Yunoki) has
received a large amount of money or other assets (other than remuneration paid for theirservices as Outside Corporate Auditors of the Company) from the Company or its special
related entities for the past two years nor will they receive such in the future.
3) None of the candidates (Terukazu Sugishima, Akira Seshimo and Tsukasa Yunoki) is aspouse of or related within the third degree to anyone in a position to execute business at theCompany or its special related entities.
4) None of the candidates (Terukazu Sugishima, Akira Seshimo and Tsukasa Yunoki) was anexecutive at any corporation from which the Company assumed business rights andobligations through a corporate merger, an absorption-type corporate split, a new
establishment-type corporate split or a business transfer immediately before such merger, etc.,
for the past two years.
(3) Reasons for the Company to judge that these candidates can fulfill their duties as Outside
Corporate Auditors
Although Terukazu Sugishima has never been directly involved in corporate management, we
had a comprehensive look at his expertise and insight including his practical experience as a
Certified Public Accountant and judged that he can fulfill his duties as Outside Corporate
Auditor appropriately.
Although Tsukasa Yunoki has never been directly involved in corporate management, we had acomprehensive look at his expertise and insight including his practical experience as anattorney and judged that he can fulfill his duties as Outside Corporate Auditor appropriately.
(4) Liability limitation agreement with Outside Corporate Auditors
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has a liability
limitation agreement with Terukazu Sugishima, a candidate for Outside Corporate Auditor, tolimit the liability of the Company to the effect that if such as stipulated in Article 423, Paragraph
1 of the Act is not resulting from serious negligence and his duties are conducted in good faith,
the limit of liability under such agreement (minimum liability amount) shall be the total of theamount set forth in each item of Article 425, Paragraph 1 of the Act. If his reelection is approved,
the Company will renew the same liability limitation agreement with him.
If the election of Akira Seshimo and Tsukasa Yunoki is approved, the Company intends toenter into a liability limitation agreement with each as well.
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Proposal No. 4: Issuance of Stock Acquisition Rights as Stock Options
The shareholders are asked to approve entrusting the Board of Directors of the Company with thetask of determining the terms of offering two kinds of Stock Acquisition Rights with different exercise
periods issued as stock options to Directors (excluding Outside Directors) and Executive Officers ofthe Company and its domestic consolidated subsidiaries under the provisions of Articles 236, 238 and239 of the Companies Act.
We ask the shareholders to approve allotting Stock Acquisition Rights as part of remunerations tothe Company’s Directors based on the provisions of Article 361 of the Companies Act.
We believe that this proposal concerning the Stock Acquisition Rights is appropriate because theStock Acquisition Rights are allotted according to the number and position of Directors and Executive
Officers of the Company and its consolidated subsidiaries, and the amount of the Stock Acquisition
Rights will be calculated using the Black-Scholes model, a common stock option value calculation
model.
The number of directors subject to the allotment of Stock Acquisition Rights is eight (8).
I. Reason for the need to issue Stock Acquisition Rights under especially favorable conditions
The Company intends to implement a stock option system to motivate Directors and Executive
Officers and raise their morale to improve the Company’s business performance and increasecorporate value.
II. Main points of the issuance of Stock Acquisition Rights
1. Maximum number of Stock Acquisition Rights
The maximum number shall be 600 units, of which the maximum number of units allotted toDirectors shall be 120.
2. Payment of cash in exchange for Stock Acquisition Rights
No payment of cash in exchange for Stock Acquisition Rights shall be required (gratis).
3. Details of the Stock Acquisition Rights(1) Class and number of shares to be issued upon exercise of Stock Acquisition Rights
The class of shares to be issued upon exercise of Stock Acquisition Rights shall be common
stock of the Company, and the number of shares per unit of the stock options issued upon
exercise of Stock Acquisition Rights (the “Number of Shares to be Allotted”) shall be 100. The
maximum total number of shares for the Stock Acquisition Rights shall be 60,000 of theCompany’s common stock. In case the Number of Shares to be Allotted are adjusted as
explained in (2) below, the maximum number of shares for Stock Acquisition Rights shall beobtained by multiplying the Number of Shares to be Allotted after adjustment by the maximum
number of Stock Acquisition Rights indicated in 1, above.
(2) Adjustment of the Number of Shares to be Allotted
If the Company performs a stock split (including a gratis allotment) or stock consolidation
after the date of resolution made by the General Meeting of Shareholders, the Number ofShares to be Allotted shall be adjusted in accordance with the following formula, and fractionalamounts less than one yen resulting from the adjustment shall be truncated.
Number of Shares to beAllotted after adjustment＝

Number of Shares to be
Allotted before adjustment

×Stock split orconsolidation ratio(3) Value and calculation method of assets invested upon exercise of Stock Acquisition Rights
The value of assets invested upon the exercise of each Stock Acquisition Right shall beobtained by multiplying the amount to be paid per share allotted (by transferring treasurystock) upon the exercise of each Stock Acquisition Right (hereinafter the “exercise price”) by
the Number of Shares to be Allotted.
The exercise price shall be equal to the average closing price of the Company’s shares on theTokyo Stock Exchange (the “closing price”) in regular trading on each day (excluding days on
which no trading takes place) of the month preceding the month in which the allotment datefalls, with fractional amounts less than one yen being rounded up to the nearest yen. If theresulting amount is below the closing price on the allotment date, the closing price on that dayis adopted as the exercise price.

5(4) Adjustment of exercise priceIf the Company performs a stock split or consolidation after the allotment date, the exercise
price shall be adjusted in accordance with the following formula, and fractional amounts lessthan one yen resulting from the adjustment shall be rounded up to the nearest yen.
Total amount paidafter adjustment＝Total amount paid
before adjustment

×1
Stock split or consolidation ratio

In addition, in the event of any new share issuance or treasury stock disposal below the market
price (excluding cases associated with the exercise of Stock Acquisition Rights), the exercise
price shall be adjusted in accordance with the following formula, and fractional amounts lessthan one yen resulting from the adjustment shall be rounded up to the nearest yen.
Number of newly issued shares × Amount
Number of
to be paid per share
shares already ＋Exercise
Exercise priceissuedShare price before new issuance＝ price before ×
after adjustment
adjustment
Number of shares already issued ＋ Number of newly
issued shares
In the above formula, “Number of shares already issued” shall be equal to the total number of
the Company’s shares issued and outstanding, less the total number of shares of treasury stock
owned by the Company. In the case of disposal of treasury stock, “Number of newly issued
shares” shall be read as “Number of shares of treasury stock to be disposed.”
Furthermore, in the event of certain circumstances in which the exercise price needs to be
adjusted such as a merger, a corporate split or capital reduction after the allotment date, theexercise price may be adjusted within reasonable bounds.
4. Exercise period of Stock Acquisition Rights
Determined by resolution of the Board of Directors within the period commencing 10 years
after the allotment date.
5. Conditions for exercise of Stock Acquisition Rights
The exercise of part of each stock acquisition right shall not be allowed. Other conditions shallbe as stipulated in the stock acquisition right allotment agreement between the Company andthe rights holder based on the resolution of the General Meeting of Shareholders and thesubsequent meetings of the Board of Directors.
6. Reason and condition of acquisition of Stock Acquisition Rights
The Company can acquire Stock Acquisition Rights anytime without compensation.
7. Restrictions on acquisition of Stock Acquisition Rights by transfer
The acquisition of Stock Acquisition Rights by transfer shall require the approval of the Boardof Directors.

6