(Translation)
To our shareholders,
Stock Exchange Code: 9735
June 25, 2013

Notice of Resolutions of the 52nd Or dinar y Gener al Meeting of Shar eholder s

Dear Shareholders,
We are pleased to announce that the matters below were reported and resolved at the
52nd Ordinary General Meeting of Shareholders of SECOM CO., LTD. ("the Company")
held today.
Yours very truly, Shuji Maeda
President and Representative Director
SECOM CO., LTD.
5-1 Jingumae 1-Chome, Shibuya-ku, Tokyo, Japan

PARTICULARS Matter s Repor ted:

1. Report on the Business Report, the Consolidated Financial Statements for the 52nd Fiscal Year (from April 1, 2012 to March 31, 2013) and the Results on the Audits of Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board.
2. Report on the Non-Consolidated Financial Statements for the 52nd Fiscal Year (from
April 1, 2012 to March 31, 2013).

Matter s Resolved:

Fir st Item of Business: Distr ibution of Sur plus

As originally proposed, it was resolved that cash dividends for the fiscal year under review were increased by Yen 15 per share from Yen 90 per share for the previous fiscal year to Yen 105 per share.
(Translation)

Second Item of Business: Par tial Amendments to the Ar ticles of Incor por ation

As originally proposed, it was resolved to amend the Articles of Incorporation. The outlines of amendments to the Articles of Incorporation are as follows:
Article 32 (Liability Limitation Agreement with Outside Director) was added in light of enabling the Company to invite appropriate personnel as Outside Director easily and also enabling Outside Director to discharge expected roles to the full extent.
The details of amendments are shown below.

Thir d Item of Business: Election of Thir teen (13) Dir ector s

As originally proposed, the nine (9) Directors, namely Messrs. Makoto Iida, Juichi Toda, Shuji Maeda, Koichi Sato, Yasuo Nakayama, Hiroshi Ito, Kazuaki Anzai, Yasuyuki Yoshida, and Junzo Nakayama were reelected and the four (4) Directors, namely Messrs. Tatsuro Fuse, Kenichi Furukawa, Takaharu Hirose, and Takashi Sawada were newly-elected. They have assumed their offices respectively. Messrs. Takaharu Hirose and Takashi Sawada are Outside Directors stipulated under the Companies Act.

Four th Item of Business: Election of One (1) Audit & Super visor y Boar d Member

As originally proposed, the one (1) Audit & Supervisory Board Member, namely Mr. Kenichi Sekiya was newly-elected. He has assumed his office. Mr. Kenichi Sekiya is an Outside Audit & Supervisory Board Member stipulated under the Companies Act. Moreover, his term shall expire at the close of the Ordinary General Meeting of Shareholders to be held in June 2015 as regulated in the Articles of Incorporation.

Fifth Item of Business: Pr esentation of Retir ement Allowance to Retir ed and Retir ing Dir ector s

As originally proposed, it was resolved that retirement allowances were granted to Mr. Fumio Obata who resigned from Director as of March 31, 2012, Messrs. Katsuhisa Kuwahara and Takayuki Ito who retired from Directors as of
(Translation)
June 26, 2012, and Messrs. Shohei Kimura and Kanemasa Haraguchi who retired from Directors as of June 25, 2013, in appreciation of their services rendered while in office, in YEN
551 million or less in aggregate based on the established standards and practice of the Company, and that determination of the actual amount, the timing and method of payment, and other relevant matters was left to the resolution of the Board of Directors. It was also resolved that retirement allowance payable for Mr. Takayuki Ito's services during office of Director will be paid when he retires from Executive Officer.

Sixth Item of Business: Pr esentation of Retir ement Allowance to Retir ed Audit & Super visor y Boar d Member

As originally proposed, it was resolved that retirement allowance was granted to Mr. Teruo Ogino who resigned from Full-time Audit & Supervisory Board Member as of June 26,
2012, in appreciation of his services rendered while in office, in YEN 15 million or less based on the established standards and practice of the Company, and that determination of the actual amount, the timing and method of payment, and other relevant matters was left to the consultation of Audit & Supervisory Board Members.

Seventh Item of Business: Pr esentation of Retir ement Allowance to Dir ector s Resulting fr om Ter mination of Retir ement Allowance System

As originally proposed, it was resolved that seven (7) Directors, namely Shuji Maeda, Koichi Sato, Yasuo Nakayama, Hiroshi Ito, Kazuaki Anzai, Yasuyuki Yoshida, and Junzo Nakayama out of the Directors who were reelected by the resolution of the third item of business, were paid in appreciation of their services rendered while in office until the close of this General Meeting of Shareholders, each in a reasonable amount based on the established standards and practice of the Company in the aggregate amount of not more than YEN 297 million under the retirement allowance system to be terminated.
It was also resolved that the payment will be made at the time of retirement of each Director (however, retiring Director who continues to assume office of Executive Officer shall be paid at
(Translation)
the time of retirement of Executive Officer), and the actual amount to each Director, method of payment, and other relevant matters were left to the resolution of the Board of Directors.

Eighth Item of Business: Pr esentation of Retir ement Allowance to Audit & Super visor y Boar d Member s Resulting fr om Ter mination of Retir ement Allowance System

As originally proposed, it was resolved that Full-time Audit & Supervisory Board Members Seiji Sakamoto and Katsuhisa Kuwahara, both currently in office were paid each in a reasonable amount for the respective periods in office of Audit
& Supervisory Board Members until the close of this General Meeting of Shareholders based on the established standards and practice of the Company in the aggregate amount of not more than YEN 5 million to these two Audit & Supervisory Board Members as a group under the retirement allowance system to be terminated. It was also resolved that the payment will be made at the time of retirement of each Audit & Supervisory Board Member, and the actual amount, method of payment, and other relevant matters were left to the consultation among the Audit & Supervisory Board Members.
(Translation)
Details of amendments to the Articles of Incorporation

(The underlined parts are changed parts.)

Before Amendments

After Amendments

(Newly established)

Articles 32 ~ 48 (Articles 32 to 48 are intentionally omitted)

(Liability Limitation Agreement with

Outside Director)

Article 32 Pursuant to Paragraph 1 of Article 427 of the Companies Act the Company may enter into an agreement with Outside Director to limit damage compensation liability provided for in Paragraph 1 of Article

423 of the Companies Act; Provided,

however, that the limited amount of compensation liability pursuant to this agreement is the amount provided for in the laws and ordinances.

Articles 33 ~ 49(The number of Articles shall be renumbered and the content shall be the same as current)

(This Notice of Resolution is an English translation of the original Japanese notice. The Japanese original is official and this translation is for your convenience only. The Company does not guarantee accuracy of this summary.)

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