These documents have been translated from a part of 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: 6787)
June 11, 2018
To Shareholders with Voting Rights:
Yuichiro Naya
President & CEO
Meiko Electronics Co., Ltd.
5-14-15, Ogami, Ayase City,
Kanagawa Prefecture, JapanNOTICE OF THE 43RD ANNUAL SHAREHOLDERS’ MEETING
Dear Shareholders,
You are cordially invited to attend the 43rd Annual Shareholders’ Meeting of Meiko Electronics Co., Ltd.
(the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing. Please read theReference Documents for the Annual Shareholders’ Meeting (described hereinafter), indicate your approval ordisapproval of the proposal on the enclosed Voting Rights Exercise Form, and return it by 5:20 p.m. on
Monday, June 25, 2018 (JST).
1. Date and Time:

Tuesday, June 26, 2018 at 10:00 a.m. (JST)

2. Place:

3rd Floor “La Rosa,” Okura Frontier Hotel Ebina
2-9-50, Chuo, Ebina City, Kanagawa Prefecture, Japan

3. Meeting Agenda:
Matters to be reported: The 43rd Fiscal Year (from April 1, 2017 to March 31, 2018)
1. The Business Report, Consolidated Financial Statements and results ofaudits of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board
2. Non-consolidated Financial Statements
Proposals to be resolved:
Proposal No. 1: Partial Amendments to the Articles of Incorporation (1)Proposal No. 2: Partial Amendments to the Articles of Incorporation (2)Proposal No. 3: Election of Seven (7) Directors
Proposal No. 4: Election of One (1) Audit & Supervisory Board Member
1. If attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk onarrival.
2. The Company has posted the following documents on the Company’s website noted below, in accordancewith the laws and regulations and the provisions of Article 15 of the Articles of Incorporation, and are
therefore not included in this Notice of the Annual Shareholders’ Meeting:1) The section on “Systems to ensure appropriateness of business operations and the operation
status of the systems” in the Business Report, 2) Notes to the Consolidated Financial Statements,and 3) Notes to the Non-consolidated Financial Statements.
It should be noted that the above 1) to 3) sections were included in the Business Report, Consolidated
1

Financial Statements and Non-consolidated Financial Statements, that were subject to audit by the Audit& Supervisory Board members in preparation of the audit report, and the above 2) and 3) sections were
included in the Consolidated Financial Statements and Non-consolidated Financial Statements, that were
subject to audits by the Accounting Auditor, in preparation of the audit report.
3. When a situation arises where revisions need to be made to the Reference Documents for the Annual
Shareholders’ Meeting, the Business Report, Consolidated Financial Statements and Non-consolidated
Financial Statements, such revisions shall be posted on the Company’s website.
<The Company’s website>
http://www.meiko-elec.com/ir/stock/meeting.html

2

Reference Documents for the Annual Shareholders’ Meeting
Proposals and References
Proposal No. 1:

Partial Amendments to the Articles of Incorporation (1)1. Reasons for proposal
In accordance with the commencement by the Meiko Group of the Mechatronics Equipment Design
and Development Business, the Software Development Business, the Supplement Business and theAgricultural Products Business, the Company has made additions to its business objectives.
2. Proposed amendments
The proposed amendments are as follows:(Changes are underlined.)
Proposed Amendments

Current Articles of Incorporation(Objectives)
Article 2(Omitted)(1) to (4)(Omitted)(New)(Objectives)
Article 2(Unchanged)(1) to (4)(Unchanged)(5) Assembly, processing, manufacture and saleof electronic equipment and peripheral
equipment(6) Development, creation and sale of software(7) Manufacture and sale of health food, healthsupplements, food for specified health uses, andfood with nutritional function claims(8) Production, processing and sale ofagricultural products(9) to (10)(Unchanged)

(New)
(New)

(New)
(5) to (6)(Omitted)3

Proposal No. 2:

Partial Amendments to the Articles of Incorporation (2)1. Reasons for proposal
As of April 2, 2018, the Company completed the acquisition and retirement of 49 shares of Class A
Preferred Stock issued on March 31, 2016 based on the resolution of the Board of Directors meeting
held on February 16, 2018, and plans the acquisition and retirement of the remaining 1 share as ofJune 26, 2018 based on the resolution of the Board of Directors meeting held on May 28, 2018.
The Company proposes to delete the provisions relating to Class A Preferred Stock in the Articles ofIncorporation in accordance with the acquisition and retirement of all shares of Class A Preferred
Stock as described above. The Partial Amendments to the Articles of Incorporation under this
Proposal shall take effect upon the completed acquisition and retirement of Class A Preferred Stock.
2. Proposed amendments
The proposed amendments are as follows:(Changes are underlined.)
Proposed Amendments(Total Number of Shares Authorized to be Issued)

Current Articles of Incorporation(Total Number of Shares Authorized to be Issued
and Total Number of Shares of Class Shares
Authorized to be Issued)
Article 6. The total number of shares authorized to
be issued by the Company shall be seventy
million (70,000,000), and the total numberof shares for each class share authorized to
be issued shall be as described below.
Common Stock:seventy million (70,000,000)
Class A Preferred Stock:fifty (50)

Article 6. The total number of shares authorized to
be issued by the Company shall be seventy
million (70,000,000).

(Number of Shares Constituting One Unit of Stock)
Article 7. The number of shares constituting one unitof stock of the Company shall be one
hundred (100) for Common Stock, and one(1) for Class A Preferred Stock.

(Number of Shares Constituting One Unit of Stock)
Article 7. The number of shares constituting one unitof stock of the Company shall be one
hundred (100).

4Current Articles of Incorporation
CHAPTER II-2. CLASS A PREFERRED STOCK

Proposed Amendments(Deleted)(Preferred Dividends)
Article 9-2.
1. When distributing surplus, the Company shall pay
dividends for Class A Preferred Stock in theamount per share set forth in Paragraph 2 of this
Article (hereinafter referred to as “Class A
Preferred Dividends”) to the shareholders of Class
A Preferred Stock (hereinafter referred to as “Class
A Preferred Shareholder(s)”) or to the registeredstock pledgees of Class A Preferred Stock(hereinafter referred to as “Class A Preferred Stock
Pledgee(s)”) whose names are listed or registeredin the last register of shareholders as of the record
date for such dividends, in preference to theshareholders of Common Stock (hereinafterreferred to as “Common Shareholder(s)”) or to theregistered stock pledgees of Common Stock(hereinafter referred to as “Common Stock
Pledgee(s)”). It shall be provided, however, that
if all or part of the Class A Preferred Dividends(excluding the payment of Class A Preferred
Accumulated Unpaid Dividends (as defined in
Paragraph 3 of this Article), but including Class A
Preferred Interim Dividends (as defined in
Paragraph 5 of this Article; hereinafter the same
shall apply)) with record date(s) falling in thesame business year as the record date(s) for the
aforementioned Class A Preferred Dividends havealready been paid, the accumulated amount of thealready paid Class A Preferred Dividends shall be
deducted from the amount of such dividends to be
paid.

(Deleted)5

Current Articles of Incorporation
2. The amount of Class A Preferred Dividends to be
paid per share shall be calculated by multiplying
one hundred million (100,000,000) yen (forDividends whose record dates are to come on orafter the first day of the business year after theyear following the business year when the Class A
Preferred Stock is issued, however, one hundred
million (100,000,000) yen multiplied by 101 %per annum (compounded annual rate on a
year-by-year (business year) basis) for the period
from the first day of the business year after theyear following the business year when the Class A
Preferred Stock is issued, to the last day of thebusiness year of the latest record date for such
Dividends (both days included)) by 7 % perannum (any fractions of less than one (1) yen
resulting from the calculation shall be roundedup). The aforementioned calculation shall be
performed on a per diem basis assuming that eachyear has 365 days, with the division process
coming last. Provided, however, the amount ofClass A Preferred Dividends to be paid per share
whose record date falls in the business year ending
March 31, 2016 shall be zero (0) yen.

Proposed Amendments

3. In case where the aggregate amount of
distribution of surplus to be paid per share to Class
A Preferred Shareholders or Class A Preferred
Stock Pledgees (excluding Class A Preferred
Accumulated Unpaid Dividends, but including
Class A Preferred Interim Dividends, both ofwhich shall be defined below) with record dates all
belonging to a single business year do not reachthe amount of Class A Preferred Dividends forsuch business year, the deficiency will be
accumulated with interest calculated at acompound annual rate of 7 % on a year-by-yearbasis for the period from the first day of thebusiness year following such business year to the
day on which the deficiency is actually paid (bothdays included). The aforementioned calculation
shall be performed on a per diem basis assumingthat each year has 365 days, with the division
process coming last, and the amount shall becalculated to the second decimal place of any
amount of less than one (1) yen and rounded off tothe first decimal place.
The accumulated
deficiency (hereinafter referred to as “Class A
Preferred Accumulated Unpaid Dividends”) shallbe paid to Class A Preferred Shareholders or Class
A Preferred Stock Pledgees in preference to Class
A Preferred Dividends and dividends to be paid toCommon Shareholders or Common Stock
Pledgees.

6Current Articles of Incorporation
4. The Company shall not distribute surplus to Class
A Preferred Shareholders or Class A Preferred
Stock Pledgees in amounts exceeding the Class A
Preferred Dividend. Provided, however, that thisshall not apply to the distribution of surplus as
stipulated by Article 758, Item 8 (b) or Article 760,
Item 7 (b) of the Companies Act in the course ofan absorption-type demerger proceeding to be
carried out by the Company or to the distributionof surplus as stipulated by Article 763, Item 12 (b)or Article 765, Paragraph 1, Item 8 (b) in thecourse of an incorporation-type demerger
proceeding to be carried out by the Company.

Proposed Amendments

5. When distributing surplus with a record date of
September 30 of each year, the Company shall pay
an amount equivalent to one-half of the Class A
Preferred Dividends to be paid for the businessyear which the record date falls in (any fractionsof less than one (1) yen shall be rounded up)(hereinafter referred to as “Class A PreferredInterim Dividends”) to the Class A Preferred
Shareholders or Class A Preferred Stock Pledgees
whose names are listed or registered in the lastregister of shareholders as of September 30 ofeach year, in preference to Common Shareholders
or Common Stock Pledgees. Provided, however,that if all or part of the Class A Preferred
Dividends (excluding the payment of Class A
Preferred Accumulated Unpaid Dividends) withrecord date(s) falling in the same business year as
the record date for the aforementioned Class A
Preferred Interim Dividends have already been
paid, the accumulated amount of the already paid
Class A Preferred Dividends shall be deductedfrom the amount of such dividends to be paid.
(Distribution of Residual Assets)
Article 9-3.
1. When distributing residual assets, the Company
shall pay the amount calculated based on theformula set forth in Paragraph 2 of this Article(hereinafter referred to as “Base Value”), as theamount of distribution of residual assets to be paid
per share for Class A Preferred Stock, to Class A
Preferred Shareholders or Class A Preferred Stock
Pledgees in preference to Common Shareholders
or Common Stock Pledgees.

(Deleted)

2. The amount of distribution of residual assets to be
paid per share for Class A Preferred Stock shall becalculated based on the formula described below.

7

Current Articles of Incorporation(Base Value Calculation Formula)Amount of distribution of residual assets to be
paid per share = Initial amount to be paid + Class
A Preferred Accumulated Unpaid Dividends +Unpaid Class A Preferred Dividends for thePreceding Business Year + Unpaid Preferred
Dividends for the current business year + Amountto be calculated by multiplying the initial amountto be paid by 1 % per annum for the period fromthe issuance date of the Class A Preferred Stock to
the Residual Assets Distribution Date (both days
included) (excluding the business year of theissuance date, a compound annual rate on a
year-by-year (business year) basis shall apply; andthe amount for any period of less than a wholebusiness year shall be calculated on a per diembasis assuming that each year has 365 days, withthe division process coming last) (calculated to thesecond decimal place of any amount of less thanone (1) yen and rounded off to the first decimal
place).

Proposed Amendments

8Current Articles of Incorporation
For the purpose of the above formula, “Class A
Preferred Accumulated Unpaid Dividends” shallbe an amount calculated pursuant to Paragraph 3of the preceding Article, assuming that the date on
which the residual assets are to be distributed(hereinafter referred to as “Residual Assets
Distribution Date”) is the date on which suchamount is actually paid; “Unpaid Class A
Preferred Dividends for the Preceding BusinessYear” shall be, regardless of the record date, theamount of deficiency in Class A Preferred
Dividends for the business year preceding thebusiness year which the Residual Assets
Distribution Date falls in (hereinafter in thisParagraph referred to as “Preceding BusinessYear”) in the case where there are any Class A
Preferred Dividends that have actually been
unpaid by the Residual Assets Distribution Date(excluding the amount to be included in Class A
Preferred Accumulated Unpaid Dividends); andthe “Unpaid Preferred Dividends for the Current
Business Year” shall be the amount of Class A
Preferred Dividends whose record date falls in thebusiness year which the Residual Assets
Distribution Date falls in, calculated on a per-diem
basis with respect to the actual number of days in
the period from the first day of the business yearof the Residual Assets Distribution Date to the
Residual Assets Distribution Date (both days
included), less the amount of dividends (if any)
with record date(s) falling in the business year
which the Residual Assets Distribution Date falls
in that were paid to Class A Preferred
Shareholders or Class A Preferred Stock Pledgeeson or after the first day of such business year
(excluding the payment of Class A Preferred
Accumulated Unpaid Dividends and Class A
Preferred Dividends for the Preceding BusinessYear). The aforementioned calculation shall be
performed on a per diem basis assuming that eachyear has 365 days, with the division process
coming last, and the amount shall be calculated tothe second decimal place of any amount of lessthan one (1) yen and rounded off to the firstdecimal place.

Proposed Amendments

3. The Company shall not distribute residual assets
other than those described in this Article to Class
A Preferred Shareholders or Class A Preferred
Stock Pledgees.
(Voting Rights)
Article 9-4. Unless otherwise provided by laws andregulations, Class A Preferred Shareholders haveno voting rights at the Shareholders’ Meeting(including Class Shareholders’ Meeting).

(Deleted)9

Current Articles of Incorporation(Share Consolidation or Share Split, Allotment of
Shares Offered by the Company, etc.)
Article 9-5. Unless otherwise provided by laws andregulations, the Company shall notincorporate or split shares with respect toClass A Preferred Stock. The Company
shall not grant Class A Preferred
Shareholders any rights to receive
allotments of shares offered by theCompany or rights to receive allotments ofsubscription rights to shares offered by theCompany, nor shall it grant gratis allotmentof shares or subscription rights to shares.

Proposed Amendments(Put Option for Cash Consideration)
Article 9-6.
1. Class A Preferred Shareholders may request theCompany to deliver cash in exchange for theacquisition of all or part of their Class A Preferred
Stock, specifying the desired date on which suchstock shall be acquired (hereinafter referred to as
the “Acquisition Date” in this article). Uponsuch request, the Company shall acquire all or partof such Class A Preferred Stock on the Acquisition
Date for the amount up to those distributable as ofsuch Acquisition Date and to the extent permitted
by laws and regulations.
In case Class A
Preferred Shareholders should request an
acquisition exceeding the distributable amount, thenumber of shares of Class A Preferred Stock to beacquired shall be determined on a pro-rata basis
according to the number of shares requested for
acquisition.

(Deleted)

10(Deleted)

Current Articles of Incorporation
2. The acquisition price per share for Class A
Preferred Stock shall be the aggregate amount of:(i) the initial amount to be paid, (ii) Class A
Preferred Accumulated Unpaid Dividends, (iii)
Unpaid Class A Preferred Dividends for thePreceding Business Year, (iv) Unpaid Preferred
Dividends for the Current Business Year, and (v)Amount to be calculated by multiplying the initialamount to be paid by 1 % per annum for theperiod from the issuance date of Class A Preferred
Stock to the Acquisition Date (both days included)(excluding the business year which the issuancedate falls in, the compound annual rate on a
year-by-year (business year) basis shall apply; andthe amount for any period of less than a wholebusiness year shall be calculated on a per diembasis assuming that each year has 365 days, withthe division process coming last) (calculated to thesecond decimal place of any amount of less thanone (1) yen and rounded off to the first decimal
place). For the calculation of “Class A Preferred
Accumulated Unpaid Dividends,” “Unpaid Class
A Preferred Dividends for the Preceding Business
Year,” and “Unpaid Preferred Dividends for theCurrent Business Year,” the procedure forcalculating the Base Value set forth in Article 9-3,
Paragraph 2 shall apply, provided that the term
“Residual Assets Distribution Date” shall be
substituted with “Acquisition Date.”

Proposed Amendments(Call Option for Cash Consideration)
Article 9-7.
1. Effective on the date to arrive on or after March
31, 2018 as determined by the Board of Directorsof the Company (hereinafter in this article referred
to as “Acquisition Date”), the Company may
acquire all or part of Class A Preferred Stock in
exchange for cash, to the extent permitted by laws
and regulations, regardless of the intention ofClass A Preferred Shareholders or Class A
Preferred Stock Pledgees. When the Company
acquires part of such shares, the number of shares
to be acquired shall be determined on a pro-ratabasis or on any other reasonable basis to be
stipulated by the Board of Directors of theCompany.

(Deleted)

11

Current Articles of Incorporation
2. The acquisition price per share of Class A
Preferred Stock shall be the aggregate amount of:(i) the initial amount to be paid, (ii) Class A
Preferred Accumulated Unpaid Dividends, (iii)
Unpaid Class A Preferred Dividends for thePreceding Business Year, (iv) Unpaid Preferred
Dividends for the Current Business Year, and (v)Amount to be calculated by multiplying the initialamount to be paid by 1 % per annum for theperiod from the issuance date of Class A Preferred
Stock to the Acquisition Date (both days included)(excluding the business year which the issuancedate falls in, the compound annual rate on a
year-by-year (business year) basis shall apply; andthe amount for any period of less than a wholebusiness year shall be calculated on a per diembasis assuming that each year has 365 days, withthe division process coming last) (calculated to thesecond decimal place of any amount of less thanone (1) yen and rounded off to the first decimal
place). For the calculation of “Class A Preferred
Accumulated Unpaid Dividends,” “Unpaid Class
A Preferred Dividends for the Preceding Business
Year,” and “Unpaid Preferred Dividends for theCurrent Business Year,” the procedure forcalculating the Base Value set forth in Article 9-3,
Paragraph 2 shall apply, provided that the term
“Residual Assets Distribution Date” shall be
substituted with “Acquisition Date.”

Proposed Amendments(Put Option for Common Stock Consideration)
Article 9-8. Class A Preferred Shareholders may
request the Company to acquire all or partof their Class A Preferred Stock in
exchange for Common Stock as
consideration thereof during the period forrequest set forth in Item (1) of this Article,
under the terms and conditions set forth in
Item (2) of this Article.
(1) Period for request for acquisition
On or after March 31, 2020
(2) Property to be delivered in exchange foracquisition(Deleted)

12

Current Articles of Incorporation(I) When Class A Preferred Shareholders
exercise their rights to request theacquisition of shares, the Company
shall deliver Common Stock of theCompany to such Class A Preferred
Shareholders in exchange for acquiring
the Class A Preferred Stocks held bysuch Class A Preferred Shareholders,
under the terms and conditions
described below (hereinafter in this
Article, the day when such acquisition
is be carried out is referred to as the“Acquisition Date”).
In thecalculation of the number of shares ofCommon Stock to be delivered toClass A Preferred Shareholders, any
fraction of less than one share shall be
rounded down, and no cash adjustment
set forth in Article 167, Paragraph 3 of
the Companies Act shall be made.
(Calculation Formula)
Number of shares of Common Stock to
be delivered in exchange foracquisition = Acquisition price pershare for Class A Preferred Stock /Conversion Price

13

Proposed Amendments

Current Articles of Incorporation
The “Acquisition price per share forClass A Preferred Stock” shall be theaggregate amount of: (i) the initialamount to be paid, (ii) Class A
Preferred
Accumulated
UnpaidDividends, (iii) Unpaid Class A
Preferred Dividends for the Preceding
Business Year, (iv) Unpaid Preferred
Dividends for the Current Business
Year, and (v) Amount to be calculated
by multiplying the initial amount to be
paid by 1 % per annum for the period
from the issuance date of Class A
Preferred Stock to the Acquisition Date(both days included) (excluding thebusiness year which the issuance datefalls in, the compound annual rate on a
year-by-year (business year) basis shallapply; and the amount for any periodof less than a whole business year shallbe calculated on a per diem basis
assuming that each year has 365 days,
with the division process coming last)(calculated to the second decimal placeof any amount of less than one (1) yen
and rounded off to the first decimal
place). For the calculation of theacquisition price in the above formula,the procedure for calculating the Base
Value set forth in Article 9-3,
Paragraph 2 shall apply, provided thatthe term “Residual Assets Distribution
Date” shall be substituted with“Acquisition Date.”(II) Conversion Price(A) Initial Conversion Price
The initial Conversion Price shall be
two hundred and fifty (250) yen.

14

Proposed Amendments

Current Articles of Incorporation(B) Revision of Conversion Price
On September 30, 2016 and on thesemi-annual corresponding dates
thereafter (if the JASDAQ Market of
Tokyo
Stock
Exchange,Inc.
(hereinafter referred to as the “Stock
Exchange”) is not open for trading onsuch date, the next trading day shallapply, hereinafter referred to as the“Conversion Price Revision Date”),
the Conversion Price shall be revised
to an amount equal to 90% of theMarket Price on the respective
Conversion Price Revision Dates(hereinafter referred to as “Revised
Conversion Price”).
Provided,
however,whentheRevisedConversion Price is less than 50% oftheinitialConversion
Price(hereinafter referred to as “Minimum
Conversion Price”), the Revised
Conversion Price shall be the
Minimum Conversion Price; andwhen the Revised Conversion Price ismore than 150% of the initial
Conversion
Price(“Maximum
Conversion Price”), the Revised
Conversion Price shall be theMaximum Conversion Price.
In
addition, when the Conversion Priceis adjusted according to Item (C)below, the Minimum Conversion
Price and the Maximum Conversion
Price shall also be adjusted in thesame manner. The aforementioned“Market Price” shall be the simple
average of closing prices (including
quotation) of all days for regulartransactions of Common Stock of theCompany on the Stock Exchange for
30 transaction days commencing on
and from the 45th transaction day
before the corresponding Conversion
Price Revision Date (excluding any
day on which there is no closing
price, and calculated to the second
decimal place of any amount of lessthan one (1) yen and rounded off tothe first decimal place).

15

Proposed Amendments

Current Articles of Incorporation(C) Adjustment of Conversion Price(a) When the number of shares ofCommon Stock will or could bechanged for the reasons described inany of the items of (b) below after theissuance of Class A Preferred Stock,
the Company shall adjust theConversion Price by applying the
calculation formula described below(hereinafterreferredtoas“Conversion
Price
Adjustment
Formula”). Provided, however, no
adjustment shall be made when theconsent of Class A Preferred
Shareholders who hold sharesequivalent to the majority of Class A
Preferred Stock is obtained.
(Calculation Formula)
Conversion Price after adjustment =Conversion Price before adjustment× (Number of shares outstanding ofCommon Stock + ((Number of sharesof Common Stock to be delivered ×
Amount to be paid per share) /Market price per share)) / (Number ofshares outstanding of Common Stock+ Number of shares of Common
Stock to be delivered)

16

Proposed Amendments

Current Articles of Incorporation
For the purpose of the above
Conversion
Price
Adjustment
Formula, the “Number of shares
outstanding of Common Stock” shallbe the number of shares of Common
Stock of the Company issued andoutstanding as of the record datedescribed in items (i) to (v) of (b)below (where such record date for thecorresponding transaction is set for
Common Shareholders) or as of the
day one month prior to the day when
the Conversion Price after adjustment
is applied (if no such record date isset); less the number of shares ofCommon Stock held by the Company
as of such date; plus the number ofshares of Common Stock which isdeemed to be the number of shares ofCommon Stock to be delivered
according to (b) or (d) below and has
yet to be delivered before theadjustment of the Conversion Price.
For the purpose of the above
Conversion
Price
Adjustment
Formula, the “Number of shares ofCommon Stock to be delivered” shallbe as follows: when a share split iscarried out, the number of shares ofCommon Stock to be increased due tothe share split (excluding theincreased number of shares withrespect to Common Stock held by theCompany as of the record date); andwhen a share consolidation is carriedout, the number of shares of Common
Stock to be decreased due to the shareconsolidation, which number shall beapplied as a negative value in thecalculation (excluding a decreased
number of shares with respect toCommon Stock held by the Company
as of the effective date). For the
purpose of the above Conversion
Price Adjustment Formula, the“Amount to be paid per share” shallbe zero (0) yen for the cases set forthin items (i), (ii), and (iv) of (b) below;
or the amount to be paid stipulated initem (iii) of (b) for the cases set forthin such item (when any property
other than cash is contributed, the fairand reasonable value shall apply); ortheamountofconsideration
stipulated in item (vi) of (b) for thecases set forth in item (v) of (b).

17

Proposed Amendments

Current Articles of Incorporation(b) The circumstances for which theConversion Price for Class A
Preferred Stock is to be adjusted byapplying the above Conversion Price
Adjustment Formula, and the periods
for applying the Conversion Priceafter adjustment shall be as set forth
below.
(i) When a share split of Common
Stock is carried out
The
Conversion
Price
after
adjustment shall be applied on orafter the day following the record
date for the share split of Common
Stock(ii) When a gratis allotment of sharesof Common Stock is carried out
The
Conversion
Price
after
adjustment shall be applied on orafter the day following the effective
date of such gratis allotment.
Provided, however, that when the
Company has set the record date forthe gratis allotment of shares, theConversion Price after adjustment
shall be applied on or after the day
following such record date.
(iii) When Common Stock is delivered
in exchange for payment of anamount less than the Market Price set
forth in item (ii) of (c) below(excluding cases where Common
Stock is delivered in exchange for theacquisition of shares subject to call,shares with put options, or
subscription rights to shares subject
to call (including those attached tobonds with subscription rights toshares, hereinafter in this Item (C) thesame shall apply) issued by theCompany; or cases where Common
Stock is delivered upon the exerciseof subscription rights to shares torequest delivery of Common Stock(including those attached to bonds
with subscription rights to shares,
hereinafter in this Item (C) the same
shall apply) or any other conversion,exchange, or exercise of securities orrights)18

Proposed Amendments

19

Current Articles of Incorporation
The
Conversion
Price
after
adjustment shall be applied on orafter the day following the payment
due date (when the payment period
for subscription has been set, the last
day of such period; hereinafter thesame shall apply).
Provided,
however, that when the Company has
set the record date for granting
Common Shareholders rights toreceive allotments of shares offeredby the Company, the Conversion
Price after adjustment shall beapplied on or after the day following
such record date.
(iv) When a share consolidation ofCommon Stock is carried out
The
Conversion
Price
after
adjustment shall be applied on orafter the day following the record
date for determining shareholders
from whom shares shall be acquired
due to a share consolidation of theCommon Stock of the Company(when no such record date has beenset, the effective date of the shareconsolidation).
(v) When shares with put options,shares subject to call, or subscription
rights to shares subject to call with aprovision stating that the Company
shall deliver Common Stock in
exchange for acquisition thereof for aconsideration less than the Market
Price described in item (ii) of (c)below (including gratis allotment) aredelivered; or when subscription rights
to shares or other securities or rightsthat entitle their holders to requestdelivery of Common Stock for aconsideration less than the Market
Price described in item (ii) of (c)below (including gratis allotment) aredelivered.

20

Proposed Amendments

Current Articles of Incorporation
The
Conversion
Price
after
adjustment shall be calculated byapplying the Conversion Price
Adjustment
Formulamutatismutandis, assuming that all of theshares with put option, shares subject
to call, subscription rights to sharessubject to call, or subscription rights
to shares or other securities or rights(hereinafter referred to as “Shareswith Put Options, etc.”) are acquired,converted, exchanged, or exercised
and Common Stock is delivered,under the initial terms and conditions.
The
Conversion
Price
after
adjustment shall be applied on orafter the day following the date ofdelivery or the effective date of gratis
allotment. Provided, however, thatwhen the Company has set the record
datefor
granting
CommonShareholders rights to receive
allotments of Shares with Put
Options, etc. offered by the Company
or the record date for gratis allotment,
the Conversion Price after adjustment
shall be applied on or after the day
following such record date.
Notwithstanding the foregoing, when
the amount of consideration for
Common Stock to be delivered uponsuch
acquisition,
conversion,exchange, or exercise has yet to be
fixed at the time described above, theConversion Price after adjustment
shall be calculated by applying theConversion
Price
Adjustment
Formula mutatis mutandis, assumingthat all of the Shares with Put
Options, etc. delivered at the timesuch consideration is fixed are
acquired, converted, exchanged, or
exercised and the Common Stock isdelivered, under the terms andconditions at such time. In suchcase, the Conversion Price after
adjustment shall be applied on orafter the day following the day whensuch amount of consideration isfixed.

21

Proposed Amendments

Current Articles of Incorporation(vi) The amount of consideration
described in (v) above shall be thepaid amount of contribution or otherpayments that have the nature of
considerations for delivery of Shareswith Put Options, etc. (forsubscription rights to shares that
entitle its holders to request deliveryof Common Stock for a consideration
less than Market Price, the value ofthe property to be contributed upon
the exercise thereof shall be added),less the value of property other thanCommon Stock to be delivered to theholders of Shares with Put Options,etc. upon the acquisition, conversion,exchange, or exercise thereof;
divided by the number of shares ofCommon Stock to be delivered upontheacquisition,
conversion,exchange, or exercise thereof.
(c) (i) For the calculation in theConversion
Price
Adjustment
Formula, the amount shall becalculated to the second decimal
place of any amount of less than one(1) yen and then rounded down to thefirst decimal place.
(ii) For the purpose of the above
Conversion
Price
Adjustment
Formula, the Market Price shall be
the simple average of closing prices(including quotation) of all days ofregular transactions of Common
Stock on the Stock Exchange for 30
transaction days commencing on andfrom the 45th transaction day before
the date when the Conversion Priceafter
adjustment
shall
apply
(excluding any day on which there isno closing price; and the amount shallbe calculated to the second decimal
place of any amount of less than one(1) yen and rounded off to the firstdecimal place).
(d) In addition to the circumstanceswhere the Conversion Price is to be
adjusted pursuant to (b) above, theCompany shall adjust the Conversion
Price as required when the Board of
Directors reasonably decides that anyof the provisions described below
apply.

22

Proposed Amendments

Current Articles of Incorporation(i) When the Conversion Price isrequired to be adjusted due to amerger in which the Company is tobecome the surviving company; dueto the succession of rights andobligations of another company in thecourseofanabsorption-typedemerger proceeding carried out bysuch company; or due to theacquisition of all of the outstanding
shares of another company in thecourse of a share-for-share exchange
carried out by such company.
(ii) When two or more events that giverise to adjustments of the Conversion
Price successively occur in a shortperiod of time, and in the calculationof the Conversion Price after
adjustment due to one event, theMarket Price to be applied thereto is
to be determined with reference to theeffect of the other event.
(iii) When the Conversion Price has tobe adjusted due to any other events
that will or could give rise to achange of the “number of shares
outstanding of Common Stock”
applied in the Conversion Price
Adjustment Formula.
(e) When the difference between theConversion Price after adjustment
calculatedbyapplying
theConversion
Price
Adjustment
Formula and the Conversion Price
before adjustment is less than one (1)yen, no adjustment shall be made to
the Conversion Price.
Provided,
however, that the adjustment omitted
pursuant to this item (e) shall be
carried over, and taken into accountin the calculation of adjustment
thereafter.

23

Proposed Amendments

Current Articles of Incorporation(f) When the Conversion Price is to be
adjusted pursuant to items (a) to (e)above, the Company shall give priornotice to the Class A Preferred
Shareholders whose names are listed
or registered in the register ofshareholders, which notice shalldescribe the intended adjustment andreason therefor, the Conversion Price
before adjustment, the Conversion
Price after adjustment, and the datewhen the adjustment applies, as wellas any other matters required to bedisclosed. Provided, however, thatwhen the aforementioned noticecannot be issued by the day preceding
the date of application, the notice
shall be issued promptly on or after
the date of application.
(g) As the Conversion Price is to beconstructed with a view to preventing
dilution and to ensuring substantiallyfair treatment among shareholders ofdifferent classes, the Board of
Directors shall make an appropriate
adjustment of the Conversion Price ortake any other reasonably required
actions in any case where theConversion Price is difficult to
calculate or the result of suchcalculation turns out to be
unreasonable.
(3) Recipient of request for acquisition
Shareholder register administrator:
Sumitomo Mitsui Trust Bank, Limited,
Stock Transfer Agency Business
Planning Dept.
(4) Effective point of acquisition
When the written request for acquisition
has arrived at the recipient of therequest for acquisition described in Item(3) of this Article, the Company shallacquire such Class A Preferred Stock,and the shareholders who haverequested the acquisition shall become
shareholders of Common Stock to bedelivered by the Company in exchange
for the acquisition.

24

Proposed Amendments

Current Articles of Incorporation(Call Option for Common Stock Consideration)
Article 9-9. The Company shall acquire Class A
Preferred Stock that is yet to be acquired by
the Company as of March 31, 2026, in
exchange for Common Stock of theCompany on April 1, 2026 (hereinafterreferred to as “General Acquisition Date”).
In this case, the number of shares ofCommon Stock to be delivered in exchange
for the acquisition of one (1) share of Class
A Preferred Stock shall be equal to thenumber of shares calculated according to
Item (2) (I) of the preceding Article,
assuming that the General Acquisition Dateshall be the effective date of the request for
acquisition; provided that any fraction ofless than one (1) share in the calculation of
the number of shares of Common Stock to
be delivered to Class A Preferred
Shareholders shall be treated in accordancewith Article 234 of the Companies Act.

Proposed Amendments(Deleted)(Limitation on Transfer)
Article 9-10. Any acquisition of Class A Preferred
Stock through transfer shall be subject tothe approval of the Board of Directors of
the Company.

(Deleted)(Class Shareholders’ Meeting)
Article 15-2.
1. The provisions of Article 10 shall apply mutatis
mutandis to the Class Shareholders’ Meeting to beheld on the same day as the Annual Shareholders’Meeting.
2. The provisions of Article 11, Article 12, Article
13, Paragraph 1, Article 14 and Article 15 shallapply mutatis mutandis to the Class Shareholders’Meeting.
3. The provision of Article 13, Paragraph 2 shallapply mutatis mutandis to the resolution of theClass Shareholders’ Meeting pursuant to Article
324, Paragraph 2 of the Companies Act.

(Deleted)25

Proposal No. 3: Election of Seven (7) Directors
The terms of office of all the seven (7) Directors will expire at the conclusion of this Annual
Shareholders’ Meeting. Consequently, it is proposed that seven (7) Directors be elected.
The candidates for Director are as follows:

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company
and significant concurrent position(s)November 1975 Established the Company
Representative Director and President
March 1982
Multi Tech Co., Ltd. (currently Meiko Tech Co., Ltd.)
Representative Director and President
March 1997
Yamagata Meiko Electronics Co., Ltd.
Representative Director and President
Reappointment
December 1998 Meiko Electronics (Guangzhou Nansha) Co., Ltd.
1
Board President
Yuichiro Naya
July
2005
Meiko
Electronics (Wuhan) Co., Ltd.
(December 9, 1943)
Board President
June 2006
President & CEO of the Company (current position)[Significant concurrent positions]
Director, Meiko Elec. Hong Kong. Co., Ltd.
Chairman of the Board, Meiko Electronics Vietnam Co., Ltd.
Chairman of the Board, Meiko Electronics Thang Long Co., Ltd.
January 1997 Joined the Company
April 1998
Executive Officer of the Company
June 2000
Director of the Company
Reappointment
August 2000
General Manager, Management Planning Office of the2
Takahide Hirayama
Company (current position)(October 6, 1944) July 2005
Director and Managing Executive Officer of the Company
January 2006 Director and Senior Managing Executive Officer of theCompany (current position)
October 1989 Joined the Company
April 2007
Executive Officer of the Company
Meiko Electronics (Guangzhou Nansha) Co., Ltd.
General Manager of Sales Headquarters, General
Manager of Asia Sales Dept.
April 2009Managing Executive Officer of the Company
Reappointment
Meiko Electronics (Guangzhou Nansha) Co., Ltd.
3
Deputy General Manager, General Manager of Sales
Masakuni Shinozaki
Headquarter(October 19, 1952)
May 2011
Senior Managing Executive Officer of the Company
June 2011
Director and Senior Managing Executive Officer of theCompany (current position)
February 2014 General Manager, Sales Headquarters of the Company(current position)

26

Number ofcommon sharesof theCompany held

4,702,814

37,294

20,658No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company
and significant concurrent position(s)April 1983
April 2010

Reappointment
4

Takahiro Matsuda(May 29, 1958)

Reappointment
5

Junya Wada
(March 6, 1961)

Reappointment
6

Yoon Ho, Shin
(August 28, 1951)

Joined the Company
Executive Officer of the Company
Plant Manager, Meiko Electronics (Wuhan) Co., Ltd.
June 2012
Meiko Electronics (Wuhan) Co., Ltd.
Director and General Manager
April 2016
Senior Executive Officer of the Company
August 2016
General Manager, Quality Assurance Headquarters of theCompany (current position)
April 2017Managing Executive Officer of the Company
General Manager, General Affairs Headquarters of theCompany (current position)
Yamagata Meiko Electronics Co., Ltd.
Representative Director and President
June 2017
Director and Managing Executive Officer of the Company(current position)
April 1984
Joined Victor Company of Japan, Limited
March 2008
Retired from Victor Company of Japan, Limited
April 2008
Joined the Company
June 2010
Plant Manager, Meiko Electronics (Guangzhou Nansha)
Co., Ltd.
June 2012
Executive Officer of the Company
Meiko Electronics Vietnam Co., Ltd.
General Director and Plant Manager
February 2014 General Manager, Quality Assurance Headquarters of theCompany
April 2016
Senior Executive Officer of the Company
August 2016
Meiko Electronics (Guangzhou Nansha) Co., Ltd.
Director and General Manager
April 2017Managing Executive Officer of the Company
Meiko Electronics (Guangzhou Nansha) Co., Ltd.
Board President (current position)
Meiko Electronics (Wuhan) Co., Ltd.
Board President (current position)
June 2017
Director and Managing Executive Officer of the Company(current position)[Significant concurrent positions]Board President, Meiko Electronics (Guangzhou Nansha) Co., Ltd.
Board President, Meiko Electronics (Wuhan) Co., Ltd.
August 1989
Joined Samsung Heavy Industries Co., Ltd
May 1995
Transferred to SAMSUNG JAPAN CORPORATION
December 2000 Transferred to Samsung Electro-Mechanics
Manager, Sales Team, Substrate Business Dept.
March 2006
Resigned from Samsung Electro-Mechanics
May 2006
Established Dapara Tech Co., Ltd.
President (current position)
June 2014
Director of the Company (current position)[Significant concurrent positions]
President, Dapara Tech Co., Ltd.

Number ofcommon sharesof theCompany held

27

11,330

434

-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company
and significant concurrent position(s)Number ofcommon sharesof theCompany held

October 2003

New Appointment
7

Outside Director
Nao Tsuchiya(October 23, 1973)

Registered with the DAI-ICHI TOKYO BAR
ASSOCIATION
October 2003 Joined Hayabusa International Law Office (currently
Hayabusa Asuka Law Offices)
January 2012 Hayabusa Asuka Law Offices
PartnerJune 2012
C’BON COSMETICS Co., Ltd.
Outside Audit & Supervisory Board Member
November 2014 PwC Legal Japan
Partner
May 2016
Joined LAC Co., Ltd.
November 2016 LAC Co., Ltd.
Executive Officer and General Manager of Legal
Division
April 2018
LAC Co., Ltd.
Executive Officer, General Manager of Legal Divisionand Head of Intellectual Property Department (current
position)[Significant concurrent positions]Executive Officer, General Manager of Legal Division and Head ofIntellectual Property Department, LAC Co., Ltd.

Notes:
1. The Company has a business relationship with Dapara Tech Co., Ltd., where Mr. Yoon Ho, Shin, acandidate for Director, is President.
There are no special interests between any of the other candidates and the Company.
2. The number of common shares of the Company held is valid as of March 31, 2018 and includes thenumber of common shares of the Company held by the officer’s shareholding association of theCompany.
3. Ms. Nao Tsuchiya is a candidate for Outside Director.
4. Special notes related to the candidate for Outside Director are as follows:(1) Reasons for appointing as candidate for Outside Director
The Company proposes the election of Ms. Nao Tsuchiya as an Outside Director in the belief
that she will reflect her expertise and experience into the management and supervision of theCompany based on her abundant experience and broad knowledge gained from specializing in
corporate legal affairs as an attorney-at-law, and her engagement in management as an
executive officer at another company.
(2) If the election of Ms. Nao Tsuchiya is approved, the Company will register her as anindependent officer as stipulated by the rules of Tokyo Stock Exchange, Inc.
5. Outline of liability limitation agreement
The Company has entered into a liability limitation agreement with Mr. Yoon Ho, Shin that limits his
liability as stipulated by Article 423, Paragraph 1 of the Companies Act in accordance with Article
427, Paragraph 1 of the said Act and with the provisions of the Articles of Incorporation of theCompany. If his election is approved, the company will continue the said liability limitationagreement with him. Under the agreement, his liability for damages as stipulated by Article 423,
Paragraph 1 of the said Act shall be limited to five million yen (¥5,000,000) or an amount stipulated
by laws and regulations, whichever is higher. Additionally, if the election of Ms. Nao Tsuchiya isapproved, the Company will enter into a liability limitation agreement with her that limits her
liability for damages with the same content as the Company has entered into with Mr. Yoon Ho, Shinas described above.

28-

Proposal No. 4: Election of One (1) Audit & Supervisory Board Member
Mr. Arifumi Sunada, Audit & Supervisory Board Member, will resign at the conclusion of this Annual
Shareholders’ Meeting. Consequently, it is proposed that one (1) Audit & Supervisory Board Member beelected.
The consent from the Audit & Supervisory Board Member has been obtained concerning this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, positions
and significant concurrent position(s)April 1992

New Appointment
Outside Audit &Supervisory Board
MemberTakayuki Satoh(October 10, 1969)

Joined the Tokyo Branch of the Union Bank of
Switzerland (currently UBS)
September 1993 Joined the Tokyo Branch of SOCIETE
GENERALE
April 1996
Joined Deloitte Touche Tohmatsu LLP (SanFrancisco Office)
July 1997
Registered as Certified Public Accountant in theState of Montana, the U.S.A.
October 2000 Registered as an Attorney-at-Law (affiliated to theTokyo Bar Association)
April 2002
Established Satoh Business Law Office
Satoh Business Law Office
Representative (current position)
July 2004
ACE Insurance (currently Chubb Insurance Japan)
Outside Audit & Supervisory Board Member
October 2006 State Street Trust and Banking Co., Ltd.
Outside Audit & Supervisory Board Member
May 2007CSMEN Co., LTD.
Outside Audit & Supervisory Board Member
June 2007
mixi, Inc. (current position)
Outside Audit & Supervisory Board Member

Number ofcommon sharesof the Company
held-[Significant concurrent positions]Representative, Satoh Business Law OfficeOutside Audit & Supervisory Board Member, mixi, Inc.
Notes:
1. There are no special interests between Mr. Takayuki Satoh and the Company.
2. Mr. Takayuki Satoh is a candidate for Outside Audit & Supervisory Board Member.
3. Special notes related to the candidate for Outside Audit & Supervisory Board Member are as follows:(1) Reasons for appointing as candidate for Outside Audit & Supervisory Board Member
Mr. Takayuki Satoh does not have any experience of being directly involved in the management of acompany, other than having been an Outside Audit & Supervisory Board Member in the past. However,
he is well versed in corporate legal affairs, finance, and accounting from his practical experience as an
attorney-at-law and U.S. certified public accountant, and has knowledge of corporate management fromhis experience as an Outside Audit & Supervisory Board Member at other companies. Based on thejudgement that he will reflect this wealth of experience and extensive knowledge in the audits of theCompany and will make a contribution as an Outside Audit & Supervisory Board Member, the Company
proposes his election.
(2) Outline of liability limitation agreement
If the election of Mr. Takayuki Satoh is approved, the Company will enter into an agreement with himthat limits his liability as stipulated by Article 423, Paragraph 1 of the Companies Act in accordance with
Article 427, Paragraph 1 of the said Act and with the provisions of the Articles of Incorporation of theCompany. Under the agreement, his liability for damages as stipulated by Article 423, Paragraph 1 of thesaid Act shall be limited to five million yen (¥5,000,000) or an amount stipulated by laws and regulations,whichever is higher.
(3) If the election of Mr. Takayuki Satoh is approved, the Company will register him as an independent
officer as stipulated by the rules of Tokyo Stock Exchange, Inc.
29