Notice of the 76th

Ordinary General Meeting of Shareholders

Translation: Please note that this is a translation of the original Japanese Notice. It is prepared only for the convenience of

shareholders who do not have Japanese as the mother language. In case of any discrepancies between the translation and the

Japanese original, the latter shall prevail. If you have any questions, please contact your custodian.

June 3, 2016 Dear Shareholders: You are cordially invited to attend the 76th Ordinary General Meeting of Shareholders of Clarion Co., Ltd. (“Clarion” or “the Company”) that will be held in the following manner:

If you are unable to attend the meeting in person, you may exercise your voting rights either in writing through mail or

on the Internet. For this, please review the attached reference material for the Shareholders’ Meeting and complete

exercise of your voting rights by 5:30 p.m. on Thursday, 23rd of June, 2016, Japan time.

[Voting through Mail]

Please indicate “for” or “against” for each of the items to be resolved on the enclosed proxy form, sign, seal and return

it to the Head Office of Clarion Co., Ltd. so that we receive it by the due date/time.

[Voting on Internet]

Unfortunately, the web site (http://www.tosyodai54.net) does not support languages other than Japanese so it will not be

available for shareholders who do not speak/understand Japanese. 1. Date and Time: Friday, June 24th, 2016 at 10:00 a.m. 2. Place: Tokyo-Dome Hotel, Hall “Aurora” (B1 floor) 1-3-61, Koraku, Bunkyo-ku, Tokyo, Japan 3. Purpose of the Meeting:

Items to be reported: Item 1 The Business Report and Consolidated Financial Statements for the 76th Fiscal

Year from April 1st, 2015 through March 31st, 2016 and the Report of Independent Auditors and of the Audit & Supervisory Board on Consolidated Financial Statements.

Item 2 The (Non-Consolidated) Financial Statements for the 76th Fiscal Year from April 1st, 2015 through March 31st, 2016.

Item to be resolved: Item 1 Disposal of retained earnings Item 2 Partial amendments to the Articles of Incorporation Item 3 Election of Eight (8) Directors

4. Exercise of your voting rights Please refer to [Information on the Exercise of your Voting Rights] in the following page.

Sincerely Hidetoshi Kawamoto, Director, President and COO Clarion Co., Ltd. 7-2, Shintoshin, Chuo-ku, Saitama-shi, Saitama-ken, Japan Securities Code No. 6796

Note: If attending in person, please present your signed proxy card at the reception desk.

[Information on the Exercise of your Voting Rights]

(1) Matters regarding exercise of voting rights ① In case of the exercise of voting rights through mails without indication of “for” or “against”

with respect to the Item to be Resolved, the vote shall be deemed to be understood as “for” voting.

② If the exercise of the voting rights is performed in duplication through mail and on the Internet, the latter shall be regarded as the valid vote.

③ If the exercise of the voting rights is performed in multiple times on the Internet, the last one shall be regarded as the valid vote.

(2) Display of modifications to “Reference Documents for the Shareholders’ Meeting” and Business

Report In the event any modification becomes necessary for these documents, such modification will be displayed on the Company’s web-site (http://www.clarion.com), which please note.

(3) Matters regarding the “Notice of General Shareholders’ Meeting” (hereinafter referred to “Notice”) Among documents to be provided together with the “Notice,” “Notes to Consolidated Financial Statements” and “Notes to Non-Consolidated Financial Statements” are posted on the Company’s Internet web site (http://www.clarion.com) and are not stated in the Consolidated Statement of Accounts and Non-Consolidated Statement of Accounts in the later part of the “Notice.” The arrangements are pursuant to legal provisions and to that of Article 13 of the Company’s Articles of Incorporation. Accordingly, the Consolidated Statement of Accounts and Non-Consolidated Statement of Accounts in the later part of the “Notice” are parts of the Consolidated Statement of Accounts and Non-Consolidated Statement of Accounts audited in the processes of formulating Audit Report by Audit & Supervisory Board and/or Reports on Consolidated (and Non-Consolidated) Statements of Accounts by Independent Auditors.

(4) Information on the exercise of voting rights on the Internet. Unfortunately, the web site (http://www.tosyodai54.net) does not support languages other than Japanese so it will not be available for shareholders who do not speak/understand Japanese. Accordingly, this portion of the Notice is not translated.

Reference Documents for the Ordinary General Meeting of Shareholders

Item 1 Disposal of retained earnings

1. Reasons of the proposal We should like to propose the disposal of the retained earnings as follow: Matters regarding the dividend payments at the end of the fiscal year With regard to the dividend payments at the end of the fiscal year 76 (ending March 2016), in consideration of the operation results and stable return to shareholders as well as future development of our business activities, we should like to propose as follows: (1) Dividend Property

It will be monetary. (2) Matters regarding allocation of the dividend property and its total amount

Yen 3 (three), or yen 1 (one) increase from the last fiscal year, shall be allocated to each 1 (one) share of the common stock of the Company, which will result in the total amount of the dividend payment to be Yen845,581,773.

(3) Effective date of the dividend payment of the retained earnings It shall be June 27, 2016.

Item 2 Partial amendment to the Articles of Incorporation 1. Reason of the proposal

We propose this partial amendments of the Articles of Incorporation in connection with change to company with nominating committee, etc. The purpose of this change is, in order to ensure sound and sustained growth of our company, we will clearly divide functions of management overseeing and business execution, whereby we attempt to realize more transparent management. At the same time, there will be major transfer of decision-making authorities from the Board of Directors to executive bodies. This transfer of authorities will ensure increase in speed of business execution and mobility of management, and bring forth more increased corporate value as well as enhancement of corporate governance. The overview of the changes is as follows.

(1) In order to change to company with nominating committee, etc., regulations for institution of organizations will be amended, new provisions regarding committees and Executive Officers shall be instituted, some regulations and wordings regarding Audit & Supervisory Board Members and Audit & Supervisory Board shall be deleted, regulations and wordings regarding titles and authorities of Directors shall be amended as well as amending other relevant regulations in this connection shall be implemented.

(2) In connection with separation of management overseeing and business execution functions, there will be new regulations for exemption from and limitation of liability for Executive Officers, in expectation of fuller performance of the duties by these officers.

(3) With respect to the timing and method of convocation of Shareholders’ Meetings and resolution of the Board of Directors, regulations shall be realigned in the light of legal requirements, and at the same time changes shall be made so the Executive Officers are authorized to perform institutions and other duties with regard to regulations for handling of shares.

Additionally, synchronizing with the change to company with nominating committee, etc., in order to perform more flexible and mobile capital policies for redemption to shareholders and to cope with changes in management environments, we propose to amend the relevant regulations so the matters provided for in Article 459, Section 1 of the Companies Act shall be executed with resolutions of Board of Directors, and in this connection we shall realign current Article 6 (Acquisition of Own Shares) of the Articles of Incorporation with proposed Article 35 (Dividend at the End of Fiscal Period and Acquisition of Own Shares, etc.). At the same time some wordings will be changed from plain text concept. Among the proposed amendments, with respect to the agenda item of Article 30, each of the Audit & Supervisory Board Members has duly given the Company his consent. The proposed amendments, if approved, shall take effect as of the close of this Ordinary General Meeting of the Shareholders.

2. Details of amendments

The amendments are as below (underlined parts are to be amended). Current Articles of Incorporation Proposal of Amendments

CHAPTER I GENERAL PROVISIONS

(New Article)

Article 4 (Method of Giving Public Notices)

(Text omitted)

CHAPTER II SHARES

Article 5 (Authorized Number of Shares to be Issued by the Company)

(Text omitted) Article 6 (Acquisition of Own Shares) In accordance with the provisions in Article

165, Section 2 of the Corporate Law, the Company may acquire own shares with the resolutions of the Board of Directors.

Articles 7 (Number of Shares Constituting One Unit) and 8(Administrator of Register of Shareholders)

Text omitted

Article 9. (Share Handling Regulations) Registration or recording of the registers of shareholders and warrants, purchases of shares less than one unit and other procedures which relate to the shares, warrants and shareholders execution of their voting rights as well as share handling fees therefor shall be governed by the Share Handling Regulations of the Company to be determined by the Board of Directors except as provided for by the applicable laws, ordinances and/or the Articles of Incorporation.

CHAPTER I GENERAL PROVISIONS

Article 4 (Establishment of Organizations) The Company shall have Board of Directors, Nominating Committee etc., (i.e. Nominating Committee, Audit Committee and Compensation Committee) and Independent Auditor and Executive Officers. Article 5 (Method of Giving Public Notices) (Same text as current article 4 without change)

CHAPTER II SHARES

Article 6 (Authorized Number of Shares to be Issued by the Company)

(Same as current Article 5 without change) To be deleted. Articles 7 (Number of Shares Constituting One Unit) and 8(Administrator of Register of Shareholders)

Not amended

Article 9. (Share Handling Regulations) Registration or recording of the registers of shareholders and warrants, purchases of shares less than one unit and other procedures which relate to the shares, warrants and shareholders execution of their voting rights as well as share handling fees therefor shall be governed by the Share Handling Regulations of the Company to be determined by Executive Officers designated by the Board of Directors except as provided for by the applicable laws, ordinances and/or the Articles of Incorporation.

Article 10. (Record Date) (1) The Company defines the Record Date to be

March 31st each year. The Company recognizes the shareholders holding voting rights who are registered or recorded in the last register of shareholders as of the Record Date to be those who may exercise their voting rights at the general meeting of shareholders with respect to the business term.

(2) Not withstanding the provisions in the preceding paragraph, the Company may, if deemed necessary, by a resolution of the Board of Directors and giving prior public notice, designate the shareholders registered and/or the pledgees registered or recorded in the register of shareholders as of certain another date to be those who may exercise the voting rights.

CHAPTER III GENERAL MEETINGS OF SHAREHOLDERS Article 11. (Timing of Convocation)

Text omitted Article 12. (Person with Rights of Convocation and Chairperson) (1) The Director and Chairman or the Director

and President of the Company shall convene shareholders’ meetings by resolution of the Board of Directors, unless otherwise provided for by the applicable laws or ordinances. When the Director and Chairman or the Director or President are unable to do so, one of the Directors, in the order as resolved by the Board of Directors beforehand, shall convene the meeting.

(2) The Director and Chairman or the Director and President shall act as the chairperson of general meetings of shareholders. When the Director and Chairman or the Director and President are unable to do so, one of the Directors, in the order as resolved by the Board of Directors beforehand, shall act as the chairperson. Articles 13(Disclosures of Reference

Article 10. (Record Date) The Company defines the Record Date to be

March 31st each year. The Company recognizes the shareholders holding voting rights who are registered or recorded in the last register of shareholders as of the Record Date to be those who may exercise their voting rights at the general meeting of shareholders with respect to the business term.

To be deleted.

CHAPTER III GENERAL MEETINGS OF SHAREHOLDERS Article 11. (Timing of Convocation)

Not amended. Article 12. (Person with Rights of Convocation and Chairperson) To be deleted Chairman or President shall act as the chairperson of the general meetings of shareholders. When the Chairman and President are not able to do so, one of the persons, in the order as resolved by the Board of Directors beforehand, shall act as the chairperson. Articles 13(Disclosures of Reference

Documents for Shareholders’ Meeting and others on the Internet and Regarded Furnishing), 14. (Exercise of Voting Rights through Proxy) and 15 (Method of Resolutions of General Meetings of Shareholders)

Text omitted

CHAPTER IV

DIRECTORS AND THE BOARD OF DIRECTORS

Article 16. (Institution of Board of Directors) The Company shall have a Board of Directors. Articles 17 (Number of Directors), 18 (Election of Directors) and 19 (Term of Office of Directors)

Text omitted Article 20. (Person with Rights to Convene Meetings of Board of Directors and Chairperson thereof) (1) Unless otherwise provided for by laws or

ordinances, the Director and Chairman or the Director and President of the Company shall convene meetings of the Board of Directors and act as the chairperson.

(2) When the Director and Chairman or the Director and President are unable act, one of the Directors, in the order as resolved by the Board of Directors beforehand, shall convene the meeting and shall act as the chairperson.

Article 21. (Notice to Convene Meetings of the Board of Directors) (1) A notice of convocation of a meeting of the

Board of Directors shall be given to each Director and Audit & Supervisory Board Member by the third (3rd) day prior to the date set for such meeting; provided that such period may be shortened in case of urgency.

(2) A meeting of Board of Directors may be held without aforementioned convocation procedures with agreement of all the Directors and the Audit & Supervisory Board Members.

Documents for Shareholders’ Meeting and others on the Internet and Regarded Furnishing), 14. (Exercise of Voting Rights through Proxy) and 15 (Method of Resolutions of General Meetings of Shareholders)

Not amended

CHAPTER IV

DIRECTORS, THE BOARD OF DIRECTORS AND NOMINATING COMMITTEES, ETC.

To be deleted. Articles 16 (Number of Directors), 17 (Election of Directors) and 18 (Term of Office of Directors)

(Same as current Articles 17, 18 and 19 respectively without change)

Article 19. (Person with Rights to Convene Meetings of Board of Directors (1) Unless otherwise provided for by laws or

ordinances, Chairman, or President, both of whom are concurrently Directors, shall convene meetings of the Board of Directors.

(2) When Chairman, and President both of whom are concurrently Directors, are unable act, or in case Chairman and President are not Directors, one of the Directors, in the order as resolved by the Board of Directors beforehand, shall convene the meeting.

Article 20. (Notice to Convene Meetings of the Board of Directors) (1) A notice of convocation of a meeting of the

Board of Directors shall be given to each Director by the third (3rd) day prior to the date set for such meeting; provided that such period may be shortened in case of urgency.

(2) A meeting of Board of Directors may be held

without aforementioned convocation procedures with agreement of all the Directors.

Article 22. (Representative Directors and Directors with Special Titles) (1) Representative Director shall be elected by

a resolution of the Board of Directors. (2) Company may elect, other than the

President, one “Kaicho” (Senior-President) and one or more “Fuku-shacho” (Vice President(s)), “Senmu”/“Jomu” (Senior Directors(s)) by a resolution of the Board of Directors.

Article 23. (Resolutions of Board of Directors)

Text omitted Article 24. (Resolution of Board of Directors without Meeting)

The Company regard any item for resolution of the Board of Directors having been affirmatively resolved if all the Directors agree in writing or by electro-magnetic media, provided that there is no objection by Audit & Supervisory Board Members. Articles 25 (Exemption from and limitation of liability for Directors) and 26 (Board of Directors Regulations)

Text omitted Article 27. (Directors’ Remuneration, Etc.) The remuneration, bonus or other economicalbenefit (hereinafter referred to as Remuneration) which Directors receive from the Company as consideration for their execution of duties shall be determined by a resolution of the general meeting of shareholders. New Article

To be deleted

Article 21. (Resolutions of Board of Directors)

(Same as current Article23 without change)

Article 22. (Resolution of Board of Directors without Meeting)

The Company regard any item for resolution of the Board of Directors having been affirmatively resolved if all the Directors agree in writing or by electro-magnetic media. Articles 23(Exemption from and limitation of liability for Directors) and 24(Board of Directors Regulations)

(Same as current Articles 25 and 26 respectively without change)

To be deleted

Article 25 (Matters regarding Nominating Committee, etc.) Matters regarding the Nominating Committee, etc., each committee shall decide unless otherwise provided for by the applicable laws, ordinances, the Articles of Incorporation and/or Board of Directors..

CHAPTER V

AUDIT & SUPERVISORY BOARD MEMBERS AND AUDIT & SUPERVISORY BOARD

Article 28. (Audit & Supervisory Board Members and Institution of Audit & Supervisory Board) The Company shall have Audit and Supervisory Board and members thereof. Article 29. (Number of Audit & Supervisory Board Members) The Company shall have not more than five (5) Audit & Supervisory Board Members. Article 30. (Election of Audit & Supervisory Board Members) (1) The Audit & Supervisory Board Members

shall be elected at general meetings of shareholders.

(2) The resolutions for the Audit & Supervisory Board Members shall be adopted by a majority of the shareholders who may exercise voting rights and are present at the meeting at which shareholders holding one-third or more of the voting rights of all the shareholders are present.

Article 31. (Terms of Office of Audit & Supervisory Board Members) (1) The terms of office of the Audit &

Supervisory Board Members shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last of the business terms ending within four (4) years from their election.

(2) The term of office of any Audit & Supervisory Board Member who has been elected to succeed office of a Audit & Supervisory Board Member who has resigned before the end of his/her term of office shall be until the expiration of his/her predecessor’s term of office.

Article 32. (Convocation of Meetings of the Audit & Supervisory Board) (1) A notice of convocation of a meeting of the

Audit & Supervisory Board shall be given to each Audit & Supervisory Board Member by

To be deleted

To be deleted

To be deleted

To be deleted

To be deleted

To be deleted

the third (3rd) day prior to the date set for such meeting; provided that such period may be shortened in case of urgency.

(2) A meeting of the Audit & Supervisory Board may be held without the convocation procedures for the meeting if all the Audit & Supervisory Board Members have consented thereto.

Article 33. (Resolutions of Audit & Supervisory Board) Resolutions of the Audit & Supervisory Board shall be adopted by a majority of the Audit & Supervisory Board Members unless otherwise provided for by laws and/or ordinances.

Article 34. (Full-time Audit & Supervisory Board Members) Full-time Audit & Supervisory Board Members shall be elected by a resolution of the Audit & Supervisory Board. Article 35 (Exemption from and limitation of liability for Audit & Supervisory Board Members) (1) With a resolution of the Board of Directors,

the Company may exempt the Audit & Supervisory Board Members (including those who were Audit & Supervisory Board Members in the past) from liability of compensation by the legal limit as provided for in article 423 section 1 of the Corporate Law (hereinafter in this article referred to as “the Law”).

(2) Pursuant to the provision of article 427 section 1 of “the Law”, the Company may agree with outside Audit & Supervisory Board Member(s) to limit the liability of compensation as provided for in article 423 section 1 of “the Law” to the aggregate amount of subsections of article 425 section 1 of “the Law”.

Article 36. (Audit & Supervisory Board Regulations) The Audit & Supervisory Board Regulations determined by the Audit & Supervisory Board, in addition to provisions in applicable laws, ordinances and/or the Articles of Incorporation, shall govern the matters

To be deleted

To be deleted

To be deleted

To be deleted

concerning the Audit & Supervisory Board.

Article 37. (Remuneration for Audit & Supervisory Board Members) The Remuneration for Audit & Supervisory Board Members shall be determined by a resolution of the general meeting of shareholders. New Chapter, New Articles

To be deleted

CHAPTER V EXECUTIVE OFFICERS

Article 26. (Number of Executive Officers) The Company shall have not more than twenty (20) Executive Officers. Article 27. (Election of Executive Officers) The Executive Officers shall be elected by resolutions of Board of Directors. Article 28. (Term of Office of Executive Officers) The term of office of an Executive Officer shall be until the end of the business year ending within one (1) year after election. Article 29. (Representative Executive Officer and Executive Officers with Titles) (1) Representative Executive Officer(s) shall be

elected by the resolution of Board of Directors whereby the President must be a Representative Executive Officer.

(2) With a resolution of Board of Directors, the Company may elect one each of Chairman and President, and one or a few Executive Vice President(s) and Executive Officer(s), Senior Vice President(s) and Executive Officer(s) and Vice President(s) and Executive Officer(s).

Article 30. （ Exemption and Limitation of Liability of Executive Officers） Pursuant to the provision of Article 426 Section 1 of the Companies Act, and by the resolution of Board of Directors, the Company may exempt and/or limit the liability for Executive Officers as provided for in Article 423 Section 1 of the

CHAPTER VI INDEPENDENT AUDITORS

Article 38. (Independent Auditors) The Company shall have Independent Accountants as Independent Auditors. Articles 39 (Election of Independent Auditors) & 40 (Term of Office of Independent Auditors)

Text omitted

Article 41. (Remuneration of Independent Auditors) The remuneration and other related matters shall be determined by the Representative Director with agreement of the Audit & Supervisory Board.

CHAPTER VII ACCOUNTS

Article 42. (Business Term)

Text omitted

Article 43.(Dividends at End of Business Term) New subsection The Company shall pay, with resolutions of the general meetings of shareholders, cash dividends of retained earnings at the end of Business Term (hereinafter referred to as Dividend) to the shareholders who are registered or recorded in the last registers of shareholders and/or registered pledgees as of

Companies Act (including the Executive Officers in the past) to the aggregate amount as set forth in the Companies Act.

CHAPTER VI INDEPENDENT AUDITORS

To be deleted

Articles 31(Election of Independent Auditors & 32 (Term of Office of Independent Auditors) (Same as current Articles 39 and 40 respectively without change) Article 33. (Remuneration of Independent Auditors) The remuneration and other related matters shall be determined with agreement of the Audit Committee.

CHAPTER VII ACCOUNTS

Article 34. (Business Term)

(Same as current Articles 42 without change) Article 35.(Dividends at End of Business Term and Acquisition of Own Shares) (1) With regard to the matters set forth in each

sub-section of Article 459 Section (1) of the Companies Act, the Company shall decide upon resolutions of Board of Directors without resolutions of the General Meetings of Shareholders, unless otherwise provided for in the applicable laws.

(2) The Company shall pay cash dividends of retained earnings at the end of Business Term (hereinafter referred to as Dividend) to the shareholders who are registered or recorded in the last registers of shareholders and/or registered pledgees as of March 31st each year.

March 31st each year. Article 44. (Relief Period of Dividend at End of Business Term)

Text omitted

(SUPPLEMENTARY PROVISION) Article 1.

Text omitted

New article

Article36. (Relief Period of Dividend at End of Business Term) (Same as current Articles 44 without change) (SUPPLEMENTARY PROVISION) Article 1.

Same as current Article 1 without change

Article 2 With regard to exemption from and limitation of liability for members of the Audit and Supervisory Board (including previous members) for performance prior to the closing of the 76th Ordinary General Meeting of Shareholders and to the contracts for limitation of liability in force prior to the same meeting, these shall be as provided for in the Article 35 prior to the resolution of the same meeting.

Item 3 Election of Eight (8) Directors In connection with change to company with nominating committee, etc., the terms of office for

nine (9) directors and three (3) Audit & Supervisory Board Members will expire at the close of this Ordinary General Meeting of Shareholders. The Company proposes to elect eight (8) Directors. The candidates for the Directors are as follows:

Candidate Number

Name and Date of Birth

Brief History

(Position/Responsibility and Names of

Companies and Positions if the Candidate is a

Representative of Any Other Company)

Number of Shares of the

Company Held

1

Tatsuhiko

Izumi

(Born on

April 14, 1952)

Apr. ’76 Entered the Company Jun. ’99 Director of the Company Feb. ’00 GM, OEM Business Division Jun. ’00 GM, OEM Sales Division May ’01 Director and President of the Company (Representative Director) Apr. ’14 Director, Chairman & CEO of the

Company, (Representative Director)

(to the present) (Important office concurrently held) Director of Hitachi Automotive

Systems, Ltd.

260,000

shares

[Reasons for nomination as a candidate for Director] The candidate has been engaged for a long time in the Company’s business operations of sales and management and others areas, and has profound experience and achievements in those areas. In addition, the candidate has been engaged in the Company’s management as the Director, Chairman and CEO since April 2014. As the candidate is expected to share important information as a member of the Board as well as to enhance the decision-making functions of the Board of Directors making use of the profound experience and achievements, we propose the candidate to be elected as a Director.

Candidate Number

Name and Date of Birth

Brief History

(Position/Responsibility and Names of

Companies and Positions if the Candidate is a

Representative of Any Other Company)

Number of Shares of the

Company Held

2

Hidetoshi

Kawamoto

(Born on

October 13,

1953)

Apr.’80 Entered the Company May’01 GM, OEM Sales Division Apr. ’05 GM, Global Procurement Division Apr. ’07 GM, Management Strategy Office Apr. ’09 GM, Marketing Division Apr. ’10 Deputy Senior Vice President and

GM of Sales Management Div., Hitachi Automotive Systems., Ltd.

Jun.’10 Director of the Company Apr. ’11 Deputy Senior Vice President

and GM of Sales Management Div., Hitachi Automotive Systems, Ltd.

(note: Change in Japanese Div. name only)

Oct.’11 Director and Chairman of Hitachi Automotive Systems Asia Ltd.

Jun.’12 Executive Director of the Company Apr. ’13 Director, Chairman and

President of Hitachi Automotive

Systems Asia Ltd. Aug.’13 In charge of Business Structure

Reform of the Company Apr. ’14 Director, President and COO of

the Company (Representative Director)

(to the present)

100,000

shares

[Reasons for nomination as a candidate for Director] The candidate has been engaged in the business operations, management and others of the Company and of an affiliate of Hitachi, Ltd, and has accumulated profound experience and achievements. In addition, the candidate been engaged in the Company’s management as the Director, President and COO since April 2014. As the candidate is expected to share important information as a member of the Board as well as to enhance the decision-making functions of the Board of Directors making use of the profound experience and achievements, we propose the candidate to be elected as a Director.

Candidate Number

Name and Date of Birth

Brief History

(Position/Responsibility and Names of

Companies and Positions if the Candidate is a

Representative of Any Other Company)

Number of Shares of the

Company Held

3

Seishi Kasai

(Born on

June 14, 1951)

<New candidate>

Apr. ’74 Entered Kyowa Bank, Ltd. (current Resona Bank, Ltd.)

Nov. ’98 Manager of Dept. 1, Head Office Sales Dept. of Asahi Bank, Ltd. (current Resona Bank, Ltd.) Apr. ’01 Entered the Company Deputy GM of Financing Div. Jun. ’01 Director of the Company GM of Financing Div. Apr. ’06 Deputy GM of Management

Promotion Div. Apr. ’09 GM of Management Promotion Div.Jun. ’10 Director of the Company Jun.’12 Audit & Supervisory Board Member

of the Company (to the present)

43,000

shares

[Reasons for nomination as a candidate for Director] The candidate has been engaged in the areas of accounting and financing, management and others of the Company, and has accumulated profound experience and achievements. In addition, the candidate has been engaged in the auditing and supervising of Directors’ execution of their duties as an Audit & Supervisory Board Member since June 2012 and has profound knowledge with regard to accounting and financing. As the candidate is expected to share important information as a member of the Board as well as to enhance the decision-making functions of the Board of Directors making use of the profound experience and achievements, we propose the candidate to be elected as a Director.

4

Kazumichi

Fujimura

(Born on

November 12,

1954)

Apr.’ 78 Entered Hitachi, Ltd. Aug.’03 Director of Finance Dept.,

Automotive Systems Group of the same

Apr.’04 Senior Vice President & GM of Business Planning Div.,

1st Business Management Div. of Automotive Systems Group of the same

Apr.’05 Senior Vice President & GM of Business Planning Div. of Automotive Systems Group of the same

Oct.’05 Senior Vice President & GM of Business Planning Div. of Automotive Systems Group of the same

(note: Change in Japanese Div. name only)

Apr.’08 Senior Vice President & GM of Planning Div., Engine

Components Div., Automotive Systems Group of the same

Jul.’09 Board Director, Senior Vice President and GM of Finance and Accounting Div., Hitachi Automotive Systems, Ltd.

0

shares

Jun.’10 Audit & Supervisory Board Member of the Company

Apr.’11 Executive Director and GM of Finance and Accounting Div.,

of Hitachi Automotive Systems, Ltd. Apr.’13 Executive Vice President, Board

of Director, GM, Finance Div., of the same

Jun.’15 Director of the Company (to the present)

Apr.’16 Board Director, Senior Vice President, Executive officer,

GM of Finance & Accounting Division

(to the present) (Important office concurrently held)

Board Director, Senior Vice President, Executive officer of Hitachi AutomotiveSystems, Ltd.

[Reasons for nomination as a candidate for Director] The candidate has profound experience and achievements as a business

executive in the financing and accounting field in Hitachi, Ltd., and its affiliated companies. As it is expected that the candidate will enhance decision-making functions of the Board of Directors through sharing of management philosophy with Hitachi Group and through pursuit of synergetic effects with it, we propose the candidate to be elected as a Director.

Candidate Number

Name and Date of Birth

Brief History

(Position/Responsibility and Names of Companies

and Positions if the Candidate is a Representative

of Any Other Company)

Number of Shares of the

Company Held

5

Chikako Mizoguchi (Born on September 7, 1962) <New candidate>

Oct.’91 Passed National Bar Examination Apr.’94 Completion of Judicial Training Apr.’94 Assignment to a Judge Jan.’06 Registration as a Lawyer (Daiichi

Tokyo Bar Association) Entered Hachiro Taniguchi Law

Office (to the present)

0 shares

[Reasons for nomination as a candidate for outside Director] The candidate has professional knowledge and profound experience from long

years of activities as a judge and as a lawyer. We judge the candidate is able to oversee the Company’s management as well as legal aspects of business execution in connection with overall management. Though the candidate has no experience to be involved in corporate management directly, we believe as described above the candidate is able of performing the duties appropriately, and propose the candidate as an outside Director.

6

Masahito Kamijo (Born on July 12, 1954)

<New candidate>

Apr.’77 Entered Kyowa Bank, Ltd., (current Resona Bank, Ltd.)

Jun.’03 Executive Officer in charge of Risk Administration Division and General Manager of Human Resources Division of Saitama Resona Bank, Ltd.

Jun.’05 Managing Executive Officer and Head of Saitama Higashi Area of

the same Jun.’06 Representative Director and Managing Executive Officer and Head of Business Support

Headquarters of the same Jun.’07 Senior Managing Executive Officer in charge of Business Solution

Division of Resona Bank, Ltd. Jun.’08 Director and Senior Managing Executive Officer in charge of Corporate Business Planning

Division of the same Jun.’09 President and Representative Director of Saitama Resona Bank, Ltd., conc. Executive Officer of Resona Holdings, Inc.

in charge of Group Strategy Division (Saitama Resona Bank, Ltd.)

Apr.’14 Chairman and Director of Saitama Resona Bank, Ltd. (Important office concurrently held) Outside Director of Hakuto Co., Ltd.

0 shares

[Reasons for nomination as a candidate for outside Director] The candidate has long experience of organizational management in global

financing business and has profound knowledge of management as a management executive of financial institutions. We judge the candidate is able to oversee the overall appropriateness of Company’s business execution making use of its profound experience and knowledge, and we propose the candidate as an outside Director.

Candidate

Number

Name and

Date of Birth

Brief History

(Position/Responsibility and Names of

Companies and Positions if the Candidate is a

Representative of Any Other Company)

Number of

Shares of the

Company Held

7

Shigeo Kuroda

(Born on

January 31,

1950)

< New Candidate>

Apr.’75 Entered Hitachi, Ltd.

Feb.’96 Manager, Microprocessor/ASIC

Production Dept., Kofu

Production Division,

Semiconductor Division of the

same

Oct.’01 Director, Hitachi Nippon Steel

Semiconductor Singapore Pte.

Ltd.

Apr.’03 Director and President of the same

Oct.’05 Manager, Production Control

Department of Fujitsu Hitachi

Plasma Display, Ltd.

Apr,’06 Director of the same

Jan.’07 Director and President of the same

Apr. ’08 Director and President of Hitachi

Media Electronics Co., Ltd.

0

shares

[Reasons for nomination as a candidate for outside Director]

The candidate has long experience in management of companies and has

profound knowledge, in particular in research and development, as well as in

overseas company management. We judge the candidate is able to oversee the

overall appropriateness of Company’s business execution, and we propose the

candidate as an outside Director.

Candidate Number

Name and Date of Birth

Brief History

(Position/Responsibility and Names of

Companies and Positions if the Candidate is a

Representative of Any Other Company)

Number of Shares of the

Company Held

8

Koji

Yamanokawa

(Born on

January 7,

1953)

< New Candidate>

Apr.’77 Entered Hitachi, Ltd. Oct.’04 Director of Personnel and Administration Dept.,

1st Business Management Div. of Automotive Systems Group of the same

Apr.’08 Senior Vice President & GM of Management Process Administration Div., Automotive Systems Group of the same

Jul.’09 Board Director, CIO, Senior Vice President & GM of Business Structural Reform Promotion Div., and acting GM of Management Process Administration Div. of Hitachi Automotive Systems, Ltd.

Jun.’10 Audit & Supervisory Board Member of the Company

Apr.’ 11 Executive Director and GM of Corporate Innovation PromotionOffice, and acting GM of Management Process Administration Div. of the same

Apr.’13 Senior Vice President, Board Director, GM of Corporate

Innovation Promotion Office, and acting GM of Management

Process Administration Div. of the same

Apr.’14 Senior Vice President, Board Director, CCO & GM of

Management Process Administration Div. of the same

Apr.’16 Corporate Officer of the same (to the present, scheduled to resign)

0 shares

[Reasons for nomination as a candidate for outside Director] The candidate has profound experience as a business executive in Hitachi, Ltd.,

and in its affiliated companies. The candidate also has valuable knowledge in particular regarding the automobile industry, and is well versed in issues around compliance management and internal control as well. We judge the candidate is able to oversee the overall appropriateness of Company’s business execution, and we propose the candidate as an outside Director.

(Note 1) There is no relationship of special interest between the Company and each of the

candidates. (Note 2) Hitachi, Ltd., is our parent company and the brief histories of the candidates who are, or

were executives in the said parent company and in its subsidiaries in the past 5 years, are as stated above.

(Note 3) Among above candidates for the Directors, M/s. Chikako Mizoguchi, Masahito Kamijo, Shigeo Kuroda and Koji Yamanokawa are candidates for outside Directors.

(Note 4) Mr. Shigeo Kuroda was, within the past 5 years, an executive of Hitachi Media Electronics Co., Ltd., which falls in the category of entity with designated relationship. Mr. Koji Yamanokawa was, within the past 5 years, an executive of Hitachi Automotive Systems, Ltd., which falls in the category of entity with designated relationship.

(Note 5) Mr. Koji Yamanokawa received remuneration and others within the past 2 years, as an employee of Hitachi Automotive Systems, Ltd., which falls in the category of entity with designated relationship. He is also to receive remuneration and others in the future till his resignation.

(Note 6) The Company shall register M/s. Chikako Mizoguchi, Masahito Kamijo and Shigeo Kuroda as independent directors as set forth in regulations by Tokyo Stock Exchange, if they are elected as proposed.

(note 7) The Company has entered a contract for limitation of liability pursuant to provisions of Article 427, Section 1 of the Companies Act with Mr. Kazumichi Fujimura. Subject to re-election of Mr. Kazumichi Fujimura without modifications, we intend to continue the same contract with him. At the same time, subject to election of M/s. Seishi Kasai, Chikako Mizoguchi, Masahito Kamijo, Shigeo Kuroda and Koji Yamanokawa without modifications, we intend to enter the same contract with them.

Brief description of contents of the agreements is as follows: In case any of relevant Director has liability to the Company arising from failure to

perform his duties, the limit of liability shall be the amount defined as minimum limit of liability in the article 425, section 1 of the Companies Act.

Above limitation shall be applied only in case the execution of duties of such relevant Director, which has caused such liability, is performed in good faith and without material omission or failure.

(Note 8) Hitachi Automotive Systems, Ltd. received Cease and Desist Order from Fair Trade Commission for violation of anti-monopoly law in connection with its past transactions of alternators and starters for automobiles on November 22, 2012. The Cease and Desist Order document stated that the relative transactions had ceased to exist since February 24, 2010. At the time of relative period of violation, Mr. Koji Yamanokawa acted as an executive officer of Hitachi Automotive Systems Group, the former organization of Hitachi Automotive Systems, Ltd., and also as a Director of the latter company after July 1, 2009. Mr. Yamanokawa endeavored to make it reaffirmed that pursuance of fair and free competition in compliance with laws and regulations is the basics and to implement compliance management further.

(Note 9) Subject to approval of this Item 3 without modification, the Company plans to institute the respective Committees with following constituent members:

Nominating Committee: Tatsuhiko Izumi, Masahito Kamijo, Shigeo Kuroda and Koji Yamanokawa

Audit Committee: Seishi Kasai, Chikako Mizoguchi, Masahito Kamijo and Koji Yamanokawa Compensation Committee: Hidetoshi Kawamoto, Chikako Mizoguchi, Shigeo Kuroda and Koji Yamanokawa

End of Translation Notice of the 76th Ordinary General Meeting of Shareholders