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 6, 2019
To Shareholders with Voting Rights
Kazunori Ishii
President and Representative Director
Hirose Electric Co., Ltd.
5-23, Osaki 5-chome, Shinagawa-ku, TokyoNOTICE OF THE 72ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 72nd 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 26, 2019 (Wednesday) in accordance with the guidance below.

1. Date and Time:
2. Venue:

June 27, 2019 (Thursday), 10:00 a.m. (Reception will open at 9:00 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
72nd Fiscal Year (from April 1, 2018 to March 31, 2019) 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 72nd Fiscal Year(from April 1, 2018 to March 31, 2019)
Proposals to be resolved:
Dividends of Surplus
Proposal No. 1
Partial Amendments to the Articles of Incorporation
Proposal No. 2
Election of Nine (9) 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 26, 2019 (Wednesday).
(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 June26, 2019 (Wednesday).
(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’s
website (https://www.hirose.com/jp/) pursuant to the provisions of the relevant laws and regulations andArticle 15 of the Company’s Articles of Incorporation, therefore these are not included in this Notice. The
Consolidated and Non-consolidated Financial Statements included in this Notice are part of the Consolidatedand Non-consolidated Financial Statements that the Accounting Auditor and Audit & Supervisory Board
Members audited to prepare their respective 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 (https://www.hirose.com/jp/).

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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:¥120 per share of the Company’s common shares
Total amount of dividends: ¥4,375,527,480
Because an interim dividend of ¥120 per share was paid, the annual dividend for the fiscal yearended March 31, 2019 is ¥240 per share.
(3) Effective date of dividends of surplus: June 28, 2019
Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
The Company wishes to delete from Article 21, Paragraph 1 of the current Articles of Incorporation
the position of Vice Chairman and Director and the position of Executive Vice President and Director,
neither of which currently exist in the Company, from Directors with titles for the purpose of realizing
a slimmer structure in the Board of Directors.
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 IV.
Directors and Board of Directors

CHAPTER IV.
Directors and Board of Directors(Representative Directors and Directors with Titles)
Article 21. The Board of Directors, by resolution of its
meetings, can elect one Director and Supreme
Advisor, one Chairman of the Board, onePresident and Director, one Vice Chairman andDirector, one Executive Vice President andDirector and a few Senior Managing Directorsand Managing Directors.
2. The Board of Directors shall electRepresentative Directors from among theDirectors in the preceding paragraph.

(Representative Directors and Directors with Titles)
Article 21. The Board of Directors, by resolution of its
meetings, can elect one Director and Supreme
Advisor, one Chairman of the Board, one
President and Director, and a few Senior
Managing Directors and Managing Directors.

2. The Board of Directors shall electRepresentative Directors from among theDirectors in the preceding paragraph.

3

Proposal No. 3: Election of Nine (9) Directors
The term of office of all nine (9) Directors will expire at the close of this Ordinary General Meetingof Shareholders. At this juncture, the Company proposes the election of nine (9) Directors.
The candidates are as follows:[Reference] List of candidates for Director
No.

Name

Current positions and responsibilities in the Company

1

Reelection

Kazunori Ishii

President and Representative Director

2

Reelection

Mitsuo Nakamura

3Reelection

Yukio Kiriya

4Reelection

Hiroaki Okano

5New election

Hiroshi Fukumoto

6New election

Hiroshi Satoh7

Reelection

Sang-Yeob LeeDirector

8Reelection

Kensuke Hotta

Outside Director

9Reelection

Tetsuji Motonaga

Outside Director

Managing Director
Group President–Engineering; concurrently responsible for
Production GroupDirector
Group President–Production
Director
Deputy Group President–Engineering
Operating Officer
Acting Group President–Administration
Division General Manager–International Business
Division–Sales & Marketing

No conflict of interest exists between the Company and any of the above candidates.

4No.

1Name(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
April 1982
Joined the Company
July 2007
Deputy Group President–Engineering of theCompany
November 2008 Deputy Group President–Sales & Marketingof the Company
June 2009
Operating Officer of the Company
November 2009 Acting Group President–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,
Reelection
Delegated to act as Group President–Sales &Kazunori Ishii
1,102Marketing; concurrently General Manager–(January 4, 1960)
Corporate Innovation Office
President and Representative Director of theJune 2012
Company(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.
(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed the whole Group as President.

5No.

23Name(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
April 1980
Joined the Company
July 2007
Deputy Group President–Engineering of theCompany
June 2009
Operating Officer of the Company
June 2010
Director of the Company,
Delegated to act as Deputy Group President–
Reelection
Engineering
Mitsuo Nakamura
551
June 2013
Delegated to act as Group President–(February 23,Engineering1958)
June 2015
Managing Director of the Company(to present)
June 2016
Delegated to act as Group President–Engineering; concurrently responsible for
Production Group(to present)(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed technological development of the Group as
Managing Director.
April 1982
Joined the Company
April 2013
Deputy Group President–Production of theCompany
June 2015
Operating Officer of the Company
November 2015 Acting Group President–Production of theCompany
April 2016
Acting Group President–Production of theReelection
Company; concurrently responsible for Quality
Yukio Kiriya
1,570
Assurance Department(December 29,June 2016
Director of the Company1958)(to present)
Delegated to act as Group President–Production; concurrently responsible for
Quality Assurance Department
October 2017
Delegated to act as Group President–Production(to present)(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed the overall manufacturing affairs of theGroup.

6No.

45Name(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares ownedApril 1982
Joined Hitachi Cable, Ltd. (currentlyHitachi Metals, Ltd.)
September 2003 Joined the Company
April 2013
Deputy Group President–Engineering of theReelection
CompanyHiroaki Okano
110
June 2014
Operating Officer of the Company(August 1, 1955)
June 2015
Director of the Company,
Delegated to act as Deputy Group
President–Engineering(to present)(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed the automotive business of the Group.
April 1980
Joined Hitachi, Ltd.
July 2002
Joined the Company
New election
July 2007
Deputy Group President–Administration of theCompany
Hiroshi Fukumoto
315
June 2009
Operating Officer of the Company(November 4,(to present)
1956)
April 2018
Acting Group President–Administration(to present)(Reasons for nomination as candidate for Director)
The Company nominates him as a new candidate for Director because we believe he is well qualified forthe position as he has supervised and managed the overall general administrative affairs of the Group.

7

No.

67Name(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
April 1993
Joined MITSUI & CO., LTD.
July 2001
Joined KEYENCE CORPORATION
New election
February 2017 Joined the Company
Hiroshi Satoh100
April 2018
Division General Manager–International(December 23,
Business Division–Sales & Marketing1970)(to present)(Reasons for nomination as candidate for Director)
The Company nominates him as a new candidate for Director because we believe he is well qualified
for the position as he has supervised and managed the international sales of the Group.
January 1984
Joined Hanwha Corporation / Explosives
March 1989
Joined HIROSE KOREA CO., LTD.
July 2007
Chairman of WEIHAI HIROSE KOREAELECTRIC CO., LTD.
(to present)
August 2007
Representative Director, the Employee Welfare
Fund of HIROSE KOREA CO., LTD.
(to present)
Reelection
June 2010
Executive Vice President and Representative
Sang-Yeob Lee0
Director of HIROSE KOREA CO., LTD.
(July 1, 1961)
November 2011 President and Representative Director of
HIROSE KOREA CO., LTD.
(to present)
June 2018
Director of the Company(to present)(Significant concurrent positions at other organizations)
President and Representative Director of HIROSE KOREA CO.,LTD.
(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed major subsidiaries of the Group.

8

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares ownedApril 1962
Joined The Sumitomo Bank, Limited (currentlySumitomo 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 Securities
Co., Ltd.)
June 2006
Outside Statutory Auditor of SEIREN CO.,LTD.
October
2007
Chairmanand Representative Director of Hotta
Reelection
Sogo Jimusho K.K.
Outside(to present)
Independent
January 2008
Advisory Director of Morgan Stanley Japan
0Kensuke Hotta
Securities Co., Ltd. (currently Morgan Stanley(October 12,
MUFG Securities Co., Ltd.)
81938)
December 2008 Chairman and Representative Director ofGreenhill & Co. Japan Ltd.
June 2011
Outside Director of the Company(to present)
May 2016
Senior Advisor of Greenhill & Co. Japan Ltd.
June 2018
Outside Director of SEIREN CO., LTD.
(to present)(Significant concurrent positions at other organizations)
Chairman and Representative Director of Hotta Sogo Jimusho
K.K.
Outside Director of SEIREN CO., LTD.
(Reasons for nomination as candidate for Outside Director)
The Company nominates him as a candidate for Outside Director for another term because he has been
providing appropriate oversight on the management of the Company utilizing his considerable experienceand in-depth knowledge as a corporate manager.
Notes:
1. Mr. Kensuke Hotta is a candidate for Outside Director and Mr. Hotta’s term of office as Outside
Director will be eight years at the close of this General Meeting of Shareholders.
2. The Company has designated Mr. Hotta as an Independent Officer as stipulated by the Tokyo Stock
Exchange and reported him as such to the exchange. If his reelection is approved, the Company
intends to continue to designate him as an Independent Officer.
3. Mr. Hotta meets all criteria of the Company’s Standards for Independence of Outside Officers.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into a liability
limitation agreement with Mr. Hotta, to limit his liability for damages to the effect that if suchliability as stipulated in Article 423, Paragraph 1 of the Act is not resulting from serious negligenceand his duties are conducted in good faith, the limit of the amount for which he is liable under suchagreement shall be the sum of the amounts set forth in each item (minimum liability amount) ofArticle 425, Paragraph 1 of the Act. If his reelection is approved, the Company intends to continue
the same agreement with him.

No.

9Name(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares ownedApril 1985
Joined Nippon Yusen Kabushiki Kaisha (NYKLINE)
January 1997
Joined Boston Consulting Group
September 2001 Joined Fuji Seal, Inc.
April 2003
Joined Jomon Associates Inc.
August 2006
Established Ichthys Co., Ltd.
Representative Director
Reelection(to present)
OutsideApril 2015
Auditor of Keisei Medical Corporation
0Independent(to present)
Tetsuji Motonaga October 2015
Board Chair of Japan Family Business Institute9(August 4, 1960)(to present)
June 2017
Outside Director of the Company(to present)(Significant concurrent positions at other organizations)Representative Director of Ichthys Co., Ltd.
Auditor of Keisei Medical Corporation
Board Chair of Japan Family Business Institute(Reasons for nomination as candidate for Outside Director)
The Company nominates him as a candidate for Outside Director for another term because he has been
providing appropriate oversight on the management of the Company utilizing his extensive track records
and in-depth knowledge as a management consultant.
Notes:
1. Mr. Tetsuji Motonaga is a candidate for Outside Director and Mr. Motonaga’s term of office as Outside
Director will be two years at the close of this General Meeting of Shareholders.
2. The Company has designated Mr. Motonaga as an Independent Officer as stipulated by the Tokyo
Stock Exchange and reported him as such to the exchange. If his reelection is approved, the Company
intends to continue to designate him as an Independent Officer.
3. Mr. Motonaga meets all criteria of the Company’s Standards for Independence of Outside Officers.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into a liability
limitation agreement with Mr. Motonaga, to limit his liability for damages to the effect that if suchliability as stipulated in Article 423, Paragraph 1 of the Act is not resulting from serious negligenceand his duties are conducted in good faith, the limit of the amount for which he is liable under suchagreement shall be the sum of the amounts set forth in each item (minimum liability amount) ofArticle 425, Paragraph 1 of the Act. If his reelection is approved, the Company intends to continue
the same agreement with him.

No.

10(Reference) Standards for Independence of Outside Directors
The Company selects Independent Outside Directors who satisfy the requirements of Independent
Officer as stipulated by financial instruments exchanges and possess track records and relevant
knowledge in their respective fields. More specifically, if an Outside Director does not fall under any of
the following cases, the Outside Director is determined as having independence.
 In the case where the Outside Director is currently serving, or has once served during the past ten years,as an Executive of the Company or any of its subsidiaries(An Executive refers to any Director (excluding Outside Director), Operating Officer and General
Manager or above.) In the case where the Outside Director is currently serving as an executive of a company with which
the Group engages in transactions, and the amount of the transactions exceeds 2% of consolidated net
sales of any fiscal year among the last three fiscal years
 In the case where the Outside Director receives, as a legal or accounting expert or consultant,remuneration (excluding remuneration paid as a Director of the Company and remuneration paid tothe organization or firm to which the Outside Director belongs) exceeding the average annual amountof ¥10 million directly from the Company during the last three fiscal years
 In the case where the Outside Director belongs to an organization such as corporation (which includes
law firm, audit corporation, tax accountant corporation and consulting firm) and association, andremuneration received from the Company exceeds the higher of either 2% or more of the averageannual amount of gross sales of the said organization such as corporation or association in the last
three fiscal years or ¥100 million or more
 In the case where the Outside Director is currently an employee, etc., of an audit corporation that is theAccounting Auditor of the Company or any of its subsidiaries
 In the case where the Outside Director has once engaged in auditing operations for the Company or
any of its subsidiaries as an employee, etc., of an audit corporation that is the Accounting Auditor ofthe Company or any of its subsidiaries during the last three years
 In the case where a relative within the second degree of consanguinity of the Independent Director iscurrently serving, or has once served in the past, as an Executive of the Company or any of its
subsidiaries

11