[Translation for Reference Purposes Only] Please note that the following is an unofficial English translation of the Japanese original text of the Notice of Convocation of the 116th Ordinary General Meeting of Shareholders of Akebono Brake Industry Co., Ltd. The Company provides this translation for reference purposes only and without any warranty as to its accuracy or otherwise. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail. Securities Code: 7238 May 31, 2017 To Shareholders with Voting Rights Akebono Brake Industry Co., Ltd. 19-5, Nihonbashi Koami-cho, Chuo-ku, Tokyo Chairman, President & CEO Hisataka Nobumoto NOTICE OF CONVOCATION OF THE 116TH ORDINARY GENERAL MEETING OF SHAREHOLDERS Akebono Brake Industry Co., Ltd. (the “Company”) cordially invites you to attend the 116th Ordinary General Meeting of Shareholders, to be held as set forth below. If you are unable to attend the meeting in person, you can still exercise your voting rights by mail or via the Internet. Please refer to the “Exercise of Voting Rights” on page 2 and exercise your voting rights after reading the “Reference Documents for the General Meeting of Shareholders” contained herein by 5:40 p.m. June 15 (Thursday), 2017. 1. Date and Time June 16 (Friday), 2017, at 10:00 a.m. (Reception will open at 9:00 a.m.) 2. Place COREDO Muromachi 1, Nihonbashi Mitsui Hall (Reception desk: 4th floor, Meeting venue: 5th floor) 2-2-1, Nihonbashi Muromachi, Chuo-ku, Tokyo 3. Purpose of the Meeting Matters to be Reported (1) Business Report and Consolidated Financial Statements, as well as Results of the Audits of the Consolidated Financial Statements by the Independent Auditor and the Audit & Supervisory Board for the 121st Business Term (From April 1, 2016 to March 31, 2017) (2) Non-Consolidated Financial Statements for the 121st Business Term (From April 1, 2016 to March 31, 2017) Matters to be Resolved Proposal No. 1: Reduction of Legal Capital Surplus and Appropriation of Surplus Proposal No. 2: Election of Five (5) Directors Proposal No. 3: Election of One (1) Audit & Supervisory Board Member Proposal No. 4: Continuation of Policy toward Bulk Purchase of Shares and Other Securities ・ Should any revisions be made to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements and/or Non-Consolidated Financial Statements, such revisions will be posted on the Company’s website on the Internet (http://www.akebono-brake.com/english/ir). - 1 - [Translation for Reference Purposes Only] Exercise of Voting Rights The right to vote is an important right that allows the shareholders to participate in the running of the Company. We ask that shareholders exercise their voting rights after referring to the “Reference Documents for the General Meeting of Shareholders.” Shareholders who will attend the meeting When you attend the meeting, you are requested to present the enclosed Voting Rights Exercise Form at the reception desk upon arrival at the meeting. To save paper resources, we request that you bring this booklet with you when attending the meeting. * Attending the meeting by proxy When shareholders exercise their voting rights by proxy, that voting rights may be exercised by one other shareholder of the Company who possesses voting rights. In such a case, however, it is a condition that either the Voting Rights Exercise Form, or a document that can provide proof of identity (copy of certificate of seal impression, driver’s license, etc.) be submitted together with a letter of consent that contains the signature or seal of the entrusting shareholder. Date and Time: June 16 (Friday), 2017 at 10:00 a.m. Shareholders who will not attend the meeting If you are unable to attend the meeting, you can exercise your voting rights by writing or on the Internet. Exercising Voting Rights by Mail Please indicate your agreement or disagreement with respective proposals on the enclosed Voting Rights Exercise Form and send it by mail to us. Please note the no indication of agreement or disagreement with respective proposals shall be deemed to be an indication of “agreement” to the proposals of the Company. Deadline for Exercising Voting Rights: To arrive no later than 5:40 p.m. on June 15 (Thursday), 2017. Exercising Voting Rights via the Internet Please access the site for exercising voting rights (http://www.evote.jp/) from your computer or smartphone, and enter your vote for each proposal following instructions on screen. (Not available from 2:00 a.m. to 5:00 a.m.) Deadline for Exercising Voting Rights: No later than 5:40 p.m. on June 15 (Thursday), 2017. - 2 - [Translation for Reference Purposes Only] REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS Proposals and Reference Matters Proposal No. 1: Reduction of Legal Capital Surplus and Appropriation of Surplus The Company has recorded a deficit of ¥19,184,500,332 in retained earnings brought forward for the non-consolidated accounts for the fiscal year ended March 31, 2017. Therefore, the amount of legal capital surplus shall be reduced and surplus appropriated with the aims of offsetting the deficit of retained earnings brought forward and establishing a framework for enabling resumption of dividend payments as early as possible. 1. Matters Regarding Reduction of Legal Capital Surplus This will involve reducing the amount of legal capital surplus and transferring that amount to other capital surplus, as stipulated under Article 448, Paragraph 1 of the Companies Act. (1) The account to be decreased within capital surplus and amount thereof Legal capital surplus: ¥4,992,712,461 (2) The account to be increased within capital surplus and amount thereof Other capital surplus: ¥4,992,712,461 2. Matters Regarding Appropriation of Surplus Appropriation to offset the deficit is to involve transferring an amount of ¥14,145,213,902 of other capital surplus upon having made the transfer as described in section 1, above, to retained earnings brought forward, as stipulated under Article 452 of the Companies Act. (1) The account to be decreased within surplus and amount thereof Other capital surplus: ¥14,145,213,902 (2) The account to be increased within surplus and amount thereof Retained earnings brought forward: ¥14,145,213,902 3. Effective date of Reduction of legal capital surplus and appropriation of surplus June 16, 2017 - 3 - [Translation for Reference Purposes Only] Proposal No. 2: Election of Five (5) Directors Term of office of six (6) Directors, Hisataka Nobumoto, Yoshimasa Ogino, Kazuo Matsumoto, Kanji Miyajima, Kunio Ito and Takuo Tsurushima will expire at the close of this Ordinary General Meeting of Shareholders. Accordingly, the Company proposes the election of five (5) Directors. The details of the candidates for directors are as follows: Brief Personal History, Assignments and Position in Number of the Name No. the Company, and any Important Representation of Company’s (Date of Birth) Other Entities Shares Held April 1973 Joined Ducellier-Bendix-Air Equipment S.A. (France) June 1977 Joined the Company June 1983 Director, the Company June 1984 Managing Director, the Company June 1985 Senior Managing Director, the Company June 1986 Representative Director & Vice President, the Company 934,250 1 October 1986 Chairman, President, Ambrake shares Corporation (Now Akebono Brake Hisataka Corporation) Nobumoto June 1990 Representative Director & President, the (May 9, 1949) Company June 1994 Representative Director, Chairman, President & CEO, the Company (Current) April 2000 Executive Officer, Chairman, President & CEO, the Company (Current) [Reason for selecting Hisataka Nobumoto as the candidate for director] Hisataka Nobumoto has long stood at the helm of the management of the Company and through his accomplishments of expanding the scale of business through various measures, he has built Akebono Group to what it is today. The Company once again nominates him as a candidate for Director because of the extensive experience and in-depth insight in the management of a global corporation that he thus far holds, and because he is essential for the enhancement of the corporate value as a leader who can steer Akebono Group through the rapidly changing business environment. - 4 - [Translation for Reference Purposes Only] Brief Personal History, Assignments and Position in Number of the Name No. the Company, and any Important Representation of Company’s (Date of Birth) Other Entities Shares Held April 1975 Joined ITOCHU Corporation July 2004 Joined the Company, Advisor December 2004 In-charge, Finance & Accounting Division April 2005 Managing Executive Officer, the Company June 2005 Director and CFO of the Company April 2006 Senior Managing Executive Officer, the Company February 2007 Executive Vice President, the Company (Current) August 2008 Representative Director, the Company (Current) July 2009 Officer-in-charge, Planning & 23,457 2 Administration, the Company (Current) shares April 2011 Assistant to the President & CEO, the Yoshimasa Ogino Company (Current) (June 3, 1950) May 2011 Chairman, Akebono Brake Corporation January 2012 Chairman, Akebono Europe S.A.S. (Current) April 2015 Chairman, President & CEO, Akebono Brake Corporation January 2016 CFO (Current) [Assignments in the Company] Assistant to the President & CEO Officer-in-charge, Planning & Administration, CFO [Any Important Representation of Other Entities] Chairman, Akebono Europe S.A.S. [Reason for selecting Yoshimasa Ogino as the candidate for director] Yoshimasa Ogino has thus far served as a corporate leader in a broad range of positions and fields including CFO, corporate planning, finance & accounting, and planning & administration, and he has contributed to the expansion of scale of enterprise and growth of the Company through the development of various businesses with a global focus. The Company once again nominates him as a candidate for Director because the extensive experience and in-depth insight that he thus far holds is deemed essential for the enhancement of the corporate value of Akebono Group.