Notice of Convocation

The 56th Ordinary General Meeting of Shareholders

The following is an English translation of the Notice of Convocation of the 56th Ordinary General Meeting of Shareholders of SECOM CO., LTD. to be held on June 27, 2017, except for the translation of the INSTRUCTION ON ONLINE VOTING and the ACCESS MAP FOR THE PLACE OF THE MEETING in the

Notice. The Company provides this translation for your reference and convenience only and without any warranty as to its accuracy or otherwise.

Table of Contents

Notice of Convocation of The 56th Ordinary General Meeting of Shareholders 4

Reference Document Concerning the General Meeting of Shareholders 8

[Attached Documents]

Business Report 21

I.

Outline of the Group's Business ····················································

21

1.

The Current Business Development and Results of Operations ··············

21

2.

Issues the Group Has to Cope with ················································

26

3.

Capital Expenditures ·································································

27

4.

Fund Raising ···········································································

27

5.

Trends in Earnings and Assets of the Group ·····································

28

6.

Trends in Earnings and Assets of the Company ··································

29

7.

Matters Concerning Principal Subsidiaries ······································

30

8.

Principal Business of the Group ····················································

31

9.

Principal Offices of the Group ······················································

31

10.

Matters Concerning Employees of the Group and the Company ············

32

11.

Principal Lenders ·····································································

32

12.

Other Important Matters Concerning the Group ·······························

32

II.

Matters Concerning the Company's Shares and Shareholders ···············

33

1.

Total Number of Shares to be Issued ··············································

33

2.

Total Number of Issued Shares ·····················································

33

3.

Number of Shareholders at the End of the Fiscal Year ························

33

4.

Number of Shares Constituting a Unit of Shares ································

33

5.

Major Shareholders ···································································

33

III.

1.

Directors and Audit & Supervisory Board Members ·························· Names and Titles of Directors and Audit & Supervisory Board

Members ················································································

34

34

2.

Description of the Agreement Limiting Liabilities ·······························

36

3.

4.

5.

Remuneration of Directors and Audit & Supervisory Board

Members ················································································ Policy for Determining the Amount of Remuneration of Directors

and Audit & Supervisory Board Members ······································· Outside Directors and Outside Audit & Supervisory Board

36

36

Members 37

  1. Accounting Auditor 39

  2. Name of Accounting Auditor 39

  3. Remuneration of Accounting Auditor 39

  4. Consent for the Amount of Remuneration for Accounting Auditor 39

  5. Non-Audit Duties 39

  6. Policy for Decision for Dismissal or Non-reappointment 39

  7. System under which the Company's Business is Ensured to be

    Properly Executed 41

  8. Basic Policy Regarding Internal Control System 41

  9. Outline of Status of Operation of Internal Control System 48

  10. Result of Evaluation of the Board of Directors 51

  11. Consolidated Financial Statements

    Consolidated Balance Sheet 52

    Consolidated Statement of Income 53

    Consolidated Statement of Changes in Net Assets 54

    Non-Consolidated Financial Statements

    Non-Consolidated Balance Sheet 56

    Non-Consolidated Statement of Income 57

    Non-Consolidated Statement of Changes in Net Assets 58

    Auditors' Reports

    Certified Copy of the Accounting Auditor's Report (Consolidated) 61

    Certified Copy of the Accounting Auditor's Report (Non-Consolidated) 63

    Certified Copy of the Audit & Supervisory Board's Report 65

    (Note) This Table of Contents is for this abridged English translation only, and not the same as that in the original Japanese documents.

    Stock Exchange Code: 9735

    June 5, 2017

    Notice of Convocation of The 56th Ordinary General Meeting of Shareholders

    Dear Shareholders:

    You are cordially invited to attend the 56th Ordinary General Meeting of Shareholders of SECOM CO., LTD. (the "Company").

    If you are unable to attend the aforesaid meeting, you can exercise your voting rights through either of the methods stated below. The Company respectfully requests you to study the "Reference Document Concerning the General Meeting of Shareholders" below and exercise your voting rights on or before 6:00 p.m. (JST) June 26, 2017 (Monday):

    [In case of exercising voting rights by mail]

    Please indicate on the Voting Rights Exercise Form enclosed herewith your approval or disapproval to the proposals on the agenda, and return the form to the Company by mail on or before the time limit stated above.

    [In case of exercising voting rights via the Internet]

    Please access the website for the exercise of voting rights (http://www.evote.jp/), using the log-in ID and temporary password which are shown on the Voting Rights Exercise Form. After logging in, please indicate whether you approve or disapprove the items on the agenda by following the instructions on the display screen by the time limit stated above.

    Yours very truly,

    SECOM CO., LTD.

    5-1, Jingumae 1-chome, Shibuya-ku, Tokyo, Japan

    By: YASUO NAKAYAMA

    President and Representative Director

Secom Co. Ltd. published this content on 02 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 02 June 2017 03:56:16 UTC.

Original documenthttps://www.secom.co.jp/english/ir/lib/201706_NoticeOfConvocation.pdf

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