Notice of the 33 rd Annual General Meeting of Shareholders

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1 (Translation) PALTEK CORPORATION Shin-Yokohama, Kohoku-ku, Yokohama, Kanagawa Stock code: 7587 March 9, 2015 Notice of the 33 rd Annual General Meeting of Shareholders Dear Shareholders, We cordially invite you to attend the 33 rd Annual General Meeting of Shareholders of PALTEK CORPORATION, to be held as per the schedule below. If you are unable to attend the Meeting, you may exercise your voting rights in writing or by electromagnetic method (via the Internet). Please read the Reference Materials for the General Meeting of Shareholders that is hereinafter provided and also posted on the website that the Company has chosen as its voting rights website ( and exercise your voting rights no later than 5:20 p.m. on Friday, March 27, 2015, by accessing the voting rights website or by returning to us by that time the Form for Exercising Voting Rights enclosed herewith indicating your consent/dissent. To vote by electromagnetic method (via the Internet), please refer to the Points to Note Regarding Online Voting by Shareholders described hereinafter (pages 12-13). Sincerely, Naohide Yabuki President and Representative Director 1

2 Meeting Details 1) Date and Time: 1:00 p.m. on Saturday, March 28, ) Location: PALTEK CORPORATION Head Office, Seminar Room, Shin-Yokohama Square BLDG. 11F, Shin-Yokohama, Kohoku-ku, Yokohama, Kanagawa 3) Meeting Agenda: Items to be reported: 1. The Business Report and the consolidated financial statements for the Company s 33 rd business term (from January 1 to December 31, 2014), in addition to audit reports on the consolidated financial statements by accounting auditors and by the Audit & Supervisory Board of PALTEK CORPORATION 2. The financial statements for the Company s 33 rd business term (from January 1 to December 31, 2014) Items to be resolved: Item 1: Appropriation of surplus for the 33 rd business term Item 2: Election of seven (7) Directors Item 3: Election of three (3) Audit & Supervisory Board members Please submit your Form for Exercising Voting Rights at the reception on the day of the Annual General Meeting of Shareholders. Any changes made to the Reference Materials for the General Meeting of Shareholders, the Business Report, the financial statements and the consolidated financial statements, will be posted on the website of the Company ( (This English translation is an abridged version of the original invitation notice in Japanese. In event of any discrepancies, the Japanese version shall prevail.) 2

3 Reference Materials for the General Meeting of Shareholders Item 1: Appropriation of surplus for the 33 rd business term We propose to appropriate surplus as follows: Items concerning year-end dividend The PALTEK Group recognizes that the return of profits to shareholders is one of management s primary concerns. Accordingly, its basic policy is to make payouts that are appropriate in light of its need to build a strong operating foundation and finance future business initiatives while aiming for improved financial results and operational efficiency, and continuously maintaining earnings. With respect to dividend payouts, the Company will maintain a stable dividend and decide on the amount by taking into consideration the appropriateness of its dividend payout ratio in relation to the consolidated financial results. The financial results for this business term are as described in the Business Report, and we request that the year-end dividend for the 33 rd business term be as follows: (1) Type of dividend assets We will pay in cash. (2) Item concerning allocation of dividend assets and its total amount We propose the year-end dividend of 8 per common share of the Company. The total amount of dividend will be 91,351,376. (3) Effective date of dividend of surplus We propose the effective date of dividend to be March 30,

4 Item 2: Election of seven (7) Directors Term of office for all six (6) of the Company s Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, we request the approval for the election of seven (7) Directors, which constitutes an increase of one (1) Director for the purpose of enhancement of management structure. Brief information on the candidates for Directors is listed below: Candidate No. Name and date of birth 1 Tadahito Takahashi October 24, Naohide Yabuki August 17, Ryouji Shibata June 10, Takahiro Mitsuya May 11, Hiroki Inoue September 19, 1972 Brief background, and position and responsibility in the Company (Status of important concurrent occupations or positions at other organizations) Oct Established PALTEK CORPORATION and became President and Representative Director Mar Chairman and Representative Director Jan Chairman and Representative Director, General Manager of Smart Energy Solution Division (incumbent) Nov Joined PALTEK CORPORATION Jan Manager of Engineering Group, PLD Business Division Jan Executive Officer in charge of engineering management Jan Executive Officer in charge of engineering management, General Manager of Engineering Division and Design Service Division Mar Director, General Manager of Engineering Division and Design Service Division Oct Director, General Manager of Engineering Division, Design Service Division and Smart Grid Division Mar Representative Director, Executive Managing Director, General Manager of Engineering Division, Design Service Division and Smart Grid Division Mar President and Representative Director, General Manager of Engineering Division and Smart Grid Division, responsible for Design Service Division Jul President and Representative Director of Explorer Inc. (incumbent) Jan President and Representative Director, General Manager of Engineering Division, responsible for Design Service Division (incumbent) Jun President and Representative Director of Technology Innovation, Inc. (incumbent) Apr Joined PALTEK CORPORATION Apr Manager of Network Solution Division Jan Senior Manager of Silicon Solution Division Mar Director Apr Director, General Manager of Silicon Solution Division Jan Director, General Manager of Solution Development Division Jan Director, responsible for Product Marketing Division Jan Director, responsible for Sales Division 1 Jan Director, responsible for Sales Unit (incumbent) Jun Director of Technology Innovation, Inc. (incumbent) Apr Joined PALTEK CORPORATION Jan Manager of PLD Business Division Jan Senior Manager of PLD Solution Division Jan Executive Officer of PLD Solution Division Mar Director, responsible for Core Solution Division Jan Director, responsible for Core Unit (incumbent) Oct Joined PALTEK CORPORATION Jan Manager of Finance Group, Operational Service Division Jan Executive Officer of Operational Service Division Mar Director, General Manager of Operational Service Division, responsible for Sales Operation Division (incumbent) Jul Director of Explorer Inc. (incumbent) Jun Director of Technology Innovation, Inc. (incumbent) Number of shares in the Company owned 313,940 28,300 9,228 9,700 11,800 4

5 Candidate No. Name and date of birth 6 Hiroyuki Takasaki September 25, *Shoichi Gotanda August 5, 1953 Brief background, and position and responsibility in the Company (Status of important concurrent occupations or positions at other organizations) Sep Joined Texas Instruments Japan Ltd. Apr General Manager of Marketing Oct Joined Applied Materials Japan, Inc. as Manager of Marketing and Service Aug President of Xilinx Japan, Inc. Feb Joined S.C.G. Japan, Inc. as Director Jun Joined PALTEK CORPORATION Jan General Manager of Sales Division Mar Director Jan Executive Vice President and Representative Director Mar Advisor Mar Director (incumbent) Jun Audit & Supervisory Board Member of Technology Innovation, Inc. (incumbent) May 1983 Joined Olympus Optical Co., Ltd. (currently Olympus Corporation) Apr General Manager of System Equipment Development Div. of Olympus Medical Systems Corporation Feb General Manager of Medical Strategy Planning Div., Corporate R&D Center of Olympus Corporation May 2014 Guest Associate Professor, The Center for Advanced Medical Engineering and Informatics, Osaka University (incumbent) Number of shares in the Company owned (Notes) 1. The candidate with * symbol is a new candidate for Director. 2. None of the candidates above has any special interests in the Company that may conflict with the performance of their duties. 3. Mr. Shoichi Gotanda is a candidate for outside Director. 4. Mr. Shoichi Gotanda has served as a person who executed business at Olympus Corporation, a company with a special relationship with the Company (major trading partner), in the past five years. In addition, he has received salary as an employee of the same company in the last two years. 5. We request that Mr. Shoichi Gotanda be elected to serve as an outside Director because he possesses broad knowledge and extensive experience in the medical equipments industry, and we expect him to provide valuable advice about business related to the medical field. While Mr. Shoichi Gotanda has no prior experience of being involved in the corporate management of a company, we judge that he will be able to suitably execute his duties as an outside Director for the above reasons. 6. The Company plans to conclude an agreement with Shoichi Gotanda to limit his liability for damages under Article 423, paragraph 1 of the Companies Act, pursuant to the provision of Article 427, paragraph 1 of the same Act should he be elected. The maximum amount of liability for damages in accordance with the said contract will be the sum of (i) the amount calculated by multiplying the amount equivalent to the amount of property benefits to be received during one year period as remuneration for the execution of duties, which is obtained by the method specified by Article 113 of the Ordinance for Enforcement of the Companies Act by 2, and (ii) when stock acquisition rights are subscribed, the amount that is equivalent to the amount of property benefits with respect to the relevant stock acquisition rights and calculated by the method specified by Article 114 of the Ordinance for Enforcement of the Companies Act. 56,900 5

6 Item 3: Election of three (3) Audit & Supervisory Board members Term of office for all three (3) of the Company s Audit & Supervisory Board members will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, we request the approval for the election of three (3) Audit & Supervisory Board members. We have already obtained the consent of the Audit & Supervisory Board for this proposal. Brief information on the candidates for Audit & Supervisory Board members is listed below: Brief background, and position in the Company Number of shares Candidate Name and date of birth (Status of important concurrent occupations or positions in the Company No. at other organizations) owned 1 *Junzo Katsuki Apr Joined Kyoto Ceramic Co., Ltd. (currently KYOCERA Corporation) April 27, 1951 Sep General Manager of International Sales Division, Corporate Electronic Components Group Jun Executive Officer Aug Executive Officer, General Manager of Sales Division, Corporate Electronic Components Group Apr Executive Officer, Deputy General Manager of Corporate Communication Equipment Group Jun Senior Executive Officer Apr Advisor 2 Makoto Fukui Apr Joined Kyoto Ceramic Co., Ltd. (currently KYOCERA Corporation) March 26, 1944 Nov General Secretary of the workers union of KYOCERA Corporation Nov Full-time General Secretary of the workers union of KYOCERA Corporation May 1991 Deputy General Manager of Information System Division of KYOCERA Corporation Oct Managing Director of Kyocera Communication Systems Co., Ltd. 5,000 Mar Outside Audit & Supervisory Board member of PALTEK CORPORATION (incumbent) Mar Outside Audit & Supervisory Board Member of LEGS COMPANY, LTD. Mar Director (incumbent) 3 *Teruo Mamiya Apr Joined The Sumitomo Bank, Limited August 21, 1948 Oct President of Sumitomo Bank (Deutschland) GmbH Apr General Manager of Shibuya-ekimae Corporate Business Office of Sumitomo Mitsui Banking Corporation Jun Director, General Manager of Finance and Accounting Headquarters of Ryosan Company, Limited Jan Senior Managing Director of SOHGOH REAL ESTATE Oct President and Representative Director of Sohgoh Real Estate Investment Management Co., Ltd. Dec President and Representative Director of OHTSUKI COUNTRY CLUB Apr Advisor (incumbent) (Notes) 1. Candidates with * symbol are new candidates for Audit & Supervisory Board members. 2. None of the candidates above has any special interests in the Company that may conflict with the performance of their duties. 3. Mr. Junzo Katsuki, Mr. Makoto Fukui and Mr. Teruo Mamiya are candidates for outside Audit & Supervisory Board members. 4. Mr. Junzo Katsuki has served as a person who executed business at KYOCERA Corporation, a company with a special relationship with the Company (major trading partner), in the past five years. 5. Reasons for election of the candidates for outside Audit & Supervisory Board member and for determining that the candidates can properly perform their duties as outside Audit & Supervisory Board member: (1) We request that Mr. Junzo Katsuki be elected to serve as an outside Audit & Supervisory Board member because we expect that he will provide valuable opinions to help increase the corporate value of the Company, based on his broad knowledge and extensive experience in electronic components, the telecommunications industry and overseas business, and that this will be reflected in the auditing of the Company. (2) We request that Mr. Makoto Fukui be elected to serve as an outside Audit & Supervisory Board member 6

7 because we expect that he will provide valuable opinions to help increase the corporate value of the Company, based on his broad knowledge and extensive experience in corporate management, and that this will be reflected in the auditing of the Company. (3) We request that Mr. Teruo Mamiya be elected to serve as an outside Audit & Supervisory Board member because we expect that he will provide valuable opinions to help increase the corporate value of the Company based on his longstanding experience in financial institutions and abundant insight as a corporate executive, and that this will be reflected in the auditing of the Company. 6. Mr. Makoto Fukui is currently an outside Audit & Supervisory Board member of the Company. His term as an outside Audit & Supervisory Board member will reach four years at the conclusion of this Annual General Meeting of Shareholders. 7. The Company concluded an agreement with Mr. Makoto Fukui to restrict his liability for damages described in Article 423, paragraph 1 of the Companies Act pursuant to the provisions of Article 427 paragraph 1 of the same Act. The maximum amount of liability for damages in accordance with the said contract is the sum of (i) the amount calculated by multiplying the amount equivalent to the amount of property benefits to be received during one year period as remuneration for the execution of duties, which is obtained by the method specified by Article 113 of the Ordinance for Enforcement of the Companies Act by 2, and (ii) when stock acquisition rights are subscribed, the amount that is equivalent to the amount of property benefits with respect to the relevant stock acquisition rights and calculated by the method specified by Article 114 of the Ordinance for Enforcement of the Companies Act. The Company plans to maintain the same agreement with Mr. Makoto Fukui should he be reelected. If Messrs. Junzo Katsuki and Teruo Mamiya are elected, the Company plans to conclude the same liability limitation agreement as Mr. Makoto Fukui. 8. The Company has filed a notification to the Tokyo Stock Exchange explaining that Mr. Makoto Fukui is an independent officer, pursuant to the provisions prescribed by that exchange. Should Mr. Teruo Mamiya be elected, the Company plans to file notification to the Tokyo Stock Exchange explaining that he is an independent officer, as he meets the requirements for independent officer prescribed by that exchange. 7

8 CONSOLIDATED BALANCE SHEET (Supplemental Information) PALTEK CORPORATION As of December 31, 2014 (Thousands of yen) ASSETS Current assets: 11,459,820 Cash and deposits 2,058,563 Notes and accounts receivable - trade 4,496,634 Merchandise 3,139,077 Supplies 8,539 Accounts receivable - other 1,002,092 Consumption taxes receivable 601,089 Deferred tax assets 87,571 Other 67,347 Allowance for doubtful accounts (1,094) Non-current assets: 577,729 Property, plant and equipment: 135,540 Buildings and structures 50,091 Vehicles 10,492 Tools, furniture and fixtures 30,270 Land 44,686 Intangible assets 135,128 Investments and other assets: 307,060 Investment securities 40,592 Deferred tax assets 17,918 Other 248,679 Allowance for doubtful accounts (130) Total assets 12,037,549 8

9 CONSOLIDATED BALANCE SHEET (Supplemental Information) PALTEK CORPORATION As of December 31, 2014 (Thousands of yen) LIABILITIES Current liabilities: 2,963,046 Notes and accounts payable - trade 784,853 Short-term loans payable 780,000 Accounts payable - other 750,159 Income taxes payable 428,407 Advances received 532 Provision for bonuses 44,722 Lease obligations 29,993 Other 144,378 Non-current liabilities: 325,534 Net defined benefit liability 66,748 Provision for directors retirement benefits 157,500 Lease obligations 61,492 Other 39,793 Total liabilities 3,288,580 NET ASSETS Shareholders equity: 8,745,892 Capital stock 1,339,634 Capital surplus 2,698,526 Retained earnings 4,907,277 Treasury shares (199,545) Accumulated other comprehensive income 3,077 Valuation difference on available-for-sale securities 828 Deferred gains or losses on hedges 2,248 Total net assets 8,748,969 Total liabilities and net assets 12,037,549 9

10 CONSOLIDATED STATEMENT OF INCOME (Supplemental Information) PALTEK CORPORATION Year ended December 31, 2014 (Thousands of yen) Net sales 23,155,560 Cost of sales 19,442,292 Gross profit 3,713,268 Selling, general and administrative expenses 2,704,574 Operating income 1,008,694 Non-operating income: 99,750 Interest income 66 Interest on refunds of consumption taxes 2,036 Foreign exchange gains 11,967 Commission fee 168 Subsidy income 70,540 Insurance income 11,763 Other 3,208 Non-operating expenses: 55,656 Interest expenses 11,304 Commission fee 18,627 Losses on assignment of accounts receivable 19,281 Other 6,443 Ordinary income 1,052,788 Income before income taxes and minority interests 1,052,788 Income taxes - current 485,904 Income taxes - deferred 3,868 Income before minority interests 563,015 Net income 563,015 10

11 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Supplemental Information) PALTEK CORPORATION Year ended December 31, 2014 Shareholders equity Capital stock Capital surplus Retained earnings Treasury shares (Thousands of yen) Total shareholders equity Balance at beginning of current period 1,339,634 2,698,526 4,435,612 (199,525) 8,274,248 Changes of items during period Dividends of surplus (91,351) (91,351) Net income 563, ,015 Purchase of treasury shares (20) (20) Net changes of items other than shareholders equity Total changes of items during period ,664 (20) 471,643 Balance at end of current period 1,339,634 2,698,526 4,907,277 (199,545) 8,745,892 Valuation difference on available-for-sale securities Accumulated other comprehensive income Deferred gains or losses on hedges Total accumulated other comprehensive income Total net assets Balance at beginning of current period ,274,248 Changes of items during period Dividends of surplus (91,351) Net income 563,015 Purchase of treasury shares (20) Net changes of items other than shareholders equity 828 2,248 3,077 3,077 Total changes of items during period 828 2,248 3, ,720 Balance at end of current period 828 2,248 3,077 8,748,969 11

12 Points to Note Regarding Online Voting by Shareholders 1. Handling in the event of duplicate voting in writing and via the Internet: If you exercise your voting rights in duplicate both in writing and via the Internet and the contents of those are different, your voting via the Internet shall prevail. 2. Handling in the event of duplicate voting via the Internet: If you exercise your voting rights in duplicate via the Internet and the contents of those are different, your last voting via the Internet shall prevail. 3. Procedure for exercise of voting rights via the Internet: If you exercise your voting rights via the Internet, please read and understand carefully the following matters, and exercise your voting rights. If you will attend the Annual General Meeting of Shareholders, you need not to send the Form for Exercising Voting Rights to us, nor take the procedure for exercise of voting rights via the Internet. (1) Voting rights website and exercising your voting rights 1) To exercise your voting rights online, please access the following dedicated website via your PC, smartphone or cell phone (i-mode, EZweb or Yahoo! mobile)*: Only by using this website can you exercise your voting rights online. (However, please be advised that the dedicated website is not operational from 2:00 a.m. till 5:00 a.m. every day.) * i-mode, EZweb and Yahoo! are trademarks or registered trademarks of NTT DOCOMO, Inc., KDDI CORPORATION and Yahoo! Inc. of the U.S., respectively. 2) Please be aware that, depending on your Internet connection and usage environment, you may not be able to use your PC or smartphone to exercise your voting rights via the voting rights website (e.g. if you connect to the Internet via a firewall, have anti-virus software installed or use a proxy server, etc.). 3) To exercise your voting rights via your cell phone, please use one of the following services: i-mode, EZweb or Yahoo! mobile. For security reasons, voting is only possible using the Internet-enabled cell phones capable of SSL (encrypted) communication. 4) Online voting is accepted until 5:20 p.m. on Friday, March 27, However, we respectfully request that shareholders exercise their voting rights at their earliest convenience. If you have any questions, please contact the help desk described below. (2) Exercising your voting rights online 1) On the aforementioned voting rights website, you will be required to input the Code No. for Exercise of Voting Rights and the temporary password assigned to you. These are shown on the enclosed Form for Exercising Voting Rights. Please follow the instructions on the screen when voting. 12

13 2) Please be aware that, in order to prevent illegal online access by third parties who are non-shareholders (spoofing) and vote tampering, you will be asked to change your temporary password on the aforementioned voting rights website. 3) You will be notified of a new Code No. for Exercise of Voting Rights and the temporary password every time a General Meeting of Shareholders is convened. (3) Fees incurred when accessing the voting rights website You shall be responsible for any fees (Internet connection charges, etc.) incurred when accessing the voting rights website. Similarly, if voting via cell phone, you will be responsible for any connection charges or other fees arising from the use of your cell phone. (4) Receiving notice of General Meeting of Shareholders If you wish to receive notice of General Meeting of Shareholders via in the future, please use your PC or smartphone to complete the procedure on the voting rights website. (Please note that it is not possible to complete this procedure via your cell phone, nor is it possible to have notice s sent to a cell phone address.) Online Voting Help Desk (telephone inquiries) Corporate Agency Division Mitsubishi UFJ Trust and Banking Corporation (transfer agent) Toll free (available 9:00 21:00, only in Japan) 13

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